Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 12, 2022, Robert D. Graham, vice chairman of the board of the registrant, provided notice to the registrant of his retirement, effective as of December 31, 2022, as a director and vice chairman of the board of the registrant. In connection with his retirement as a director and officer of the registrant, Mr. Graham also provided notice to the registrant’s affiliates Valhi, Inc. (“Valhi”), Kronos Worldwide, Inc. (“Kronos Worldwide”) and CompX International Inc. (“CompX”) that he will retire as an officer and director of those companies as of December 31, 2022. Following such retirements, Mr. Graham will continue to be employed by Contran Corporation (“Contran”), the privately-held parent corporation of the registrant.
Following such retirement notice of Mr. Graham, the registrant’s board of directors took action to elect Michael S. Simmons as a director and vice chairman of the board of the registrant, effective as of January 1, 2023.
Mr. Simmons, age 51, has served as executive vice president of the registrant since June 2022. He also currently serves as a director and president of Valhi, as a director and executive vice president of CompX, as executive vice president, finance of Kronos Worldwide, and as senior vice president, finance of Contran. Beginning January 1, 2023, he will serve as a director, vice chairman of the board, president and chief executive officer of Valhi; as a director and vice chairman of the board of the registrant, Kronos Worldwide and CompX; and as a director, president and chief executive officer of Contran. Mr. Simmons has served in accounting and financial positions (including officer positions) with various companies related to the registrant and Contran since 2018. From 1994 to 2018, Mr. Simmons was employed by PwC, most recently as a managing director.
Mr. Simmons is an employee of Contran and provides his services to the registrant under an intercorporate services agreement between the registrant and Contran. For a description of the intercorporate services agreement, see “Certain Relationships and Transactions” in the registrant’s 2022 proxy statement, which description is incorporated herein by reference. In addition, for a discussion of potential conflicts of interest of officers who serve more than one corporation, see “Certain Relationships and Transactions” in the 2022 proxy statement, which discussion is also incorporated herein by reference.
In addition, in an unrelated matter, on December 13, 2022, R. Colin Gouveia resigned as a member of the board of directors of the registrant. Mr. Gouveia’s resignation did not result from any disagreement with the registrant and was related to his election as a director and president and chief executive officer of Rogers Corporation, a publicly traded manufacturer of engineered materials, effective January 1, 2023.
