NL Industries : 2024 Proxy Statement 03/27/24

Three Lincoln Centre

5430 LBJ Freeway

Suite 1700

Dallas, Texas 75240-2620

March 27, 2024

To Our Shareholders:

You are cordially invited to attend the 2024 annual meeting of shareholders of NL Industries, Inc., which will be held on Thursday, May 16, 2024, at 10:00 a.m., local time, at Three Lincoln Centre Conference Center, 5430 LBJ Freeway, Suite 350, Dallas, Texas 75240-2620. The matters to be acted upon at the meeting are described in the attached notice of annual meeting of shareholders and proxy statement.

Whether or not you plan to attend the meeting, please cast your vote as instructed on your notice of internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes. Your vote, whether given by proxy or in person at the meeting, will be held in confidence by the inspector of election as provided in our bylaws.

Sincerely,

Loretta J. Feehan Chair of the Board

Courtney J. Riley

President and Chief Executive Officer

Three Lincoln Centre

5430 LBJ Freeway, Suite 1700

Dallas, Texas 75240-2620

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 16, 2024

To the Shareholders of NL Industries, Inc.:

The 2024 annual meeting of shareholders of NL Industries, Inc. will be held on Thursday, May 16, 2024, at 10:00 a.m., local time, at Three Lincoln Centre Conference Center, 5430 LBJ Freeway, Suite 350, Dallas, Texas 75240-2620, for the following purposes:

• 1. to elect the seven director nominees named in the proxy statement to serve until the 2025 annual meeting of shareholders;

• 2. to approve on a nonbinding advisory basis our named executive officer compensation; and

• 3. to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The close of business on March 19, 2024 has been set as the record date for the meeting. Only holders of our common stock at the close of business on the record date are entitled to notice of and to vote at the meeting. A complete list of shareholders entitled to vote at the meeting will be available for examination during normal business hours by any of our shareholders, for purposes related to the meeting, for a period of ten days prior to the meeting at our corporate offices.

You are cordially invited to attend the meeting. Whether or not you plan to attend the meeting, please cast your vote by following the instructions on the notice of internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes.

By Order of the Board of Directors,

Jane R. Grimm, Secretary

Dallas, Texas

March 27, 2024

Important Notice Regarding the Availability of Proxy Materials for the

Annual Shareholder Meeting to Be Held on May 16, 2024.

The proxy statement and annual report to shareholders (including NL's Annual Report on Form 10-K for the fiscal year ended December 31, 2023) are available atwww.viewproxy.com/nlindustries/2024.

TABLE OF CONTENTS

Page

TABLE OF CONTENTS	i
GLOSSARY OF TERMS	iii
GENERAL INFORMATION	1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	1
CONTROLLING SHAREHOLDER	5
SECURITY OWNERSHIP	5
Ownership of NL	5
Ownership of Related Companies	6
PROPOSAL 1: ELECTION OF DIRECTORS	9
Nominees for Director	9
EXECUTIVE OFFICERS	12
CORPORATE GOVERNANCE	13
Controlled Company Status, Director Independence and Committees	13
2023 Meetings and Standing Committees of the Board of Directors	13
Audit Committee	13
Management Development and Compensation Committee	14
Risk Oversight	14
Identifying and Evaluating Director Nominees	14
Leadership Structure of the Board of Directors and Independent Director Meetings	15
Shareholder Proposals and Director Nominations for the 2025 Annual Meeting of Shareholders	15
Communications with Directors	16
Compensation Committee Interlocks and Insider Participation	16
Code of Business Conduct and Ethics	16
Corporate Governance Guidelines	16
Availability of Corporate Governance Documents	16
Employee, Officer and Director Hedging	16
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS AND OTHER INFORMATION	17
Compensation Discussion and Analysis	17
Compensation Committee Report	19
Summary of Cash and Certain Other Compensation of Executive Officers	20
No Grants of Plan-Based Awards	21
No Outstanding Equity Awards at December 31, 2023	21
No Option Exercises or Stock Vested	21
Pension Benefits	21
Nonqualified Deferred Compensation	21
Pay Ratio Disclosure	21
Director Compensation	22
Pay Versus Performance	24
Compensation Policies and Practices as They Relate to Risk Management	25
Compensation Consultants	26
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	26
CERTAIN RELATIONSHIPS AND TRANSACTIONS	26
Related Party Transaction Policy	26
Relationships with Related Parties	27
Intercorporate Services Agreements	27
Risk Management Program	28
Tax Matters	29
Related Party Loans for Cash Management Purposes	30
Secured Loan from Valhi	31
Subordinated, Unsecured Term Loan from Contran to Kronos Worldwide	32
IT Data Services Program	32
Office Sublease	32
AUDIT COMMITTEE REPORT	33
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTERS	34
Independent Registered Public Accounting Firm	34
Fees Paid to PricewaterhouseCoopers LLP	34
Preapproval Policies and Procedures	35
PROPOSAL 2: NONBINDING ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER
COMPENSATION	36

Background 36

Say-on-Pay Proposal 36

Effect of the Proposal 36

Vote Required 36

OTHER MATTERS 37

2023 ANNUAL REPORT ON FORM 10-K 37

SHAREHOLDERS SHARING THE SAME ADDRESS 37

REQUEST COPIES OF THE 2023 ANNUAL REPORT AND THIS PROXY STATEMENT 37

GLOSSARY OF TERMS

"Alliance Advisors" means Alliance Advisors, LLC, our proxy management advisor, who will act as inspector of election for the annual meeting of shareholders.

"brokerage firm or other nominee" means a brokerage firm or other nominee such as a banking institution, custodian, trustee or fiduciary (other than our transfer agent, Computershare) through which a shareholder holds its shares of our common stock.

"broker/nominee non-vote" means a non-vote by a brokerage firm or other nominee for shares held for a client's account for which the brokerage firm or other nominee does not have discretionary authority to vote on a particular matter and has not received instructions from the client.

"Code" means the Internal Revenue Code of 1986, as amended.

"Computershare" means Computershare Trust Company, N.A., our stock transfer agent and registrar.

"CompX" means CompX International Inc., our publicly held subsidiary that manufactures security products and recreational marine components.

"Contran" means Contran Corporation, the parent corporation of our consolidated tax group.

"Dixie Rice" means Dixie Rice Agricultural L.L.C., one of our parent companies.

"EWI" means EWI RE, Inc., a wholly owned subsidiary of ours that, prior to our sale of its insurance and risk management business to a third party in November 2019, was a reinsurance brokerage and risk management company.

"Family Trust" means the Harold C. Simmons Family Trust No. 2, which was established for the benefit of Lisa K. Simmons, her late sister and their children.

"independent directors" means the following directors: John E. Harper, Kevin B. Kramer, Meredith W. Mendes, Cecil H. Moore, Jr. and Thomas P. Stafford (who was a member of our board until his death in March 2024), as applicable.

"ISA" means an intercorporate services agreement between Contran and a related company pursuant to which employees of Contran provide certain services, including executive officer services, to such related company on an annual fixed fee basis.

"Kronos Worldwide" means Kronos Worldwide, Inc., a publicly held international manufacturer of titanium dioxide products in which we have a significant investment and that we account for on our financial statements using the equity method.

"LPC" means Louisiana Pigment Company, L.P., a partnership of which a wholly owned subsidiary of Kronos Worldwide and a subsidiary of Venator Materials PLC each owns 50%.

"named executive officer" means any person named in the 2023 Summary Compensation Table in this proxy statement.

"NL,""us," "we" or "our" means NL Industries, Inc.

"NYSE" means the New York Stock Exchange.

"NLKW" means NLKW Holding, LLC, a wholly owned subsidiary of ours.

"PCAOB" means the Public Company Accounting Oversight Board, a private sector, non-profit corporation that oversees auditors of U.S. public companies.

"PwC" means PricewaterhouseCoopers LLP, our independent registered public accounting firm.

"record date" means the close of business on March 19, 2024, the date our board of directors set for the determination of shareholders entitled to notice of and to vote at the 2024 annual meeting of our shareholders.

"RPT Policy" means the NL Industries, Inc. Policy Regarding Related Party Transactions, as amended and restated effective February 24, 2022.

"Say-on-Pay" means the second proposal in this proxy statement for a nonbinding advisory vote for the consideration of our shareholders to approve the compensation of our named executive officers as such proposal is described and as such compensation is disclosed in this proxy statement.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as amended.

"shareholder of record" means a shareholder of our common stock who holds shares in its name in certificate form or electronically with our transfer agent, Computershare.

-iii-

"Tall Pines" means Tall Pines Insurance Company, an indirect wholly owned captive insurance subsidiary of Valhi.

"Valhi" means Valhi, Inc., our publicly held parent corporation that is a diversified holding company of which Kronos Worldwide is also a subsidiary.

Three Lincoln Centre

5430 LBJ Freeway, Suite 1700

Dallas, Texas 75240-2620

PROXY STATEMENT

GENERAL INFORMATION

We are providing this proxy statement in connection with the solicitation of proxies by and on behalf of our board of directors for use at our 2024 annual meeting of shareholders to be held on Thursday, May 16, 2024, and at any adjournment or postponement of the meeting. We are furnishing our proxy materials to holders of our common stock as of the close of business on March 19, 2024. We will begin distributing a notice of internet availability of our proxy materials to the holders of our common stock on or about April 3, 2024. Our proxy materials include:

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the accompanying notice of the 2024 annual meeting of shareholders; this proxy statement;

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our 2023 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023; and

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a proxy card or voting instruction form.

We are not incorporating the 2023 annual report into this proxy statement and you should not consider the annual report as proxy solicitation material. The accompanying notice of annual meeting of shareholders sets forth the time, place and purposes of the meeting. Our principal executive offices are located at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2620.

Please refer to the Glossary of Terms on page iii for the definitions of certain terms used in this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

• Q: What is the purpose of the annual meeting?

• A: At the annual meeting, shareholders will vote on the following, as described in this proxy statement:

  

  

  Proposal 1 - the election of the seven director nominees named in this proxy statement; and Proposal 2 - the adoption of a nonbinding advisory resolution that approves the named executive officer compensation described in this proxy statement (Say-on-Pay).

  In addition, shareholders will vote on any other matter that may properly come before the meeting.

• Q: How does the board recommend that I vote?

• A: The board of directors recommends that you vote FOR:





the election of each of the nominees for director named in this proxy statement; and the approval and adoption of proposal 2 (Say-on-Pay).

• Q: Who is allowed to vote at the annual meeting?

• A: The board of directors has set the close of business on March 19, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. Only holders of our common stock as of the close of business on the record date are entitled to vote at the meeting. On the record date, 48,833,484 shares of our common stock were issued and outstanding. Each share of our common stock entitles its holder to one vote.

• Q: Why did I receive a notice regarding the internet availability of proxy materials instead of paper copies of the proxy materials?

• A: Pursuant to the SEC notice and access rules we furnish proxy materials over the internet to both our shareholders of record and our shareholders who hold our common stock through a brokerage firm or other nominee. We believe that taking advantage of these rules expedites our shareholders' receipt of proxy materials, while also lowering the costs associated with conducting our annual meeting. You can find instructions on how to access and review the proxy materials, and how to vote over the internet, on the notice of internet availability of proxy materials that you received. The notice also contains instructions on how you can receive a paper copy of this proxy statement, our 2023 Annual Report to Shareholders and a voting instruction form or proxy card.

• Q: How do I vote if I am a shareholder of record?

• A: If you hold shares of our common stock in your name in certificate form or electronically with our transfer agent, Computershare, and not through a brokerage firm or other nominee, you are a shareholder of record. As a shareholder of record, you may:

  

  

  vote over the internet atwww.aalvote.com/NL; vote by telephone using the voting procedures set forth on your proxy card;

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  instruct the agents named on your proxy card how to vote your shares by completing, signing and mailing the proxy card in the envelope provided; or

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  vote in person at the annual meeting.

• Q: What are the consequences if I am a shareholder of record and I execute my proxy card but do not indicate how I would like my shares voted for one or more of the director nominees named in this proxy statement or proposal 2 (Say-on-Pay)?

• A: If you are a shareholder of record the agents named on your proxy card will vote your shares on such uninstructed nominee or proposal as recommended by the board of directors in this proxy statement.

• Q: How do I vote if my shares are held through a brokerage firm or other nominee?

• A: If you hold your shares through a brokerage firm or other nominee, you must follow the instructions on your notice of internet availability of proxy materials or on your voting instruction form, on how to vote your shares. In order to ensure your brokerage firm or other nominee votes your shares in the manner you would like, you must provide voting instructions to your brokerage firm or other nominee by the deadline provided on your notice of internet availability of proxy materials or voting instruction form.

  Brokerage firms or other nominees may not vote your shares on the election of a director nominee or proposal 2 (Say-on-Pay) in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your brokerage firm or other nominee regarding the voting of your shares. If you do not instruct your brokerage firm or other nominee how to vote with respect to the election of a director nominee or proposal 2, your brokerage firm or other nominee may not vote with respect to the election of such director nominee or on proposal 2, and your vote will be counted as a "broker/nominee non-vote."

  "Broker/nominee non-votes" are non-votes by a brokerage firm or other nominee for shares held in a client's account for which the brokerage firm or other nominee does not have discretionary authority to vote on a particular matter and has not received instructions from the client. How we treat broker/nominee non-votes is separately described in each of the answers below regarding what constitutes a quorum and the requisite votes necessary to elect a director nominee or approve proposal 2.

• Q: If I hold my shares through a brokerage firm or other nominee, how may I vote in person at the annual meeting?

• A: If you wish to vote in person at the annual meeting, you will need to follow the instructions on your notice of internet availability of proxy materials or voting instruction form on how to obtain the appropriate documents to vote in person at the meeting.

• Q: Who will count the votes?

• A: The board of directors has appointed Alliance Advisors to ascertain the number of shares represented, tabulate the vote and serve as inspector of election for the meeting.

• Q: Is my vote confidential?

• A: Yes. All proxy cards, ballots or voting instructions will be kept confidential in accordance with our by-laws.

• Q: How do I change or revoke my proxy instructions if I am a shareholder of record?

• A: If you are a shareholder of record, you may change or revoke your proxy instructions in any of the following ways:

  

  

  

  

  

  delivering to Alliance Advisors a written revocation; submitting another proxy card bearing a later date; changing your vote onwww.aalvote.com/NL; using the telephone voting procedures set forth on your proxy card; or voting in person at the annual meeting.

• Q: How do I change or revoke my voting instructions if my shares are held through a brokerage firm or other nominee?

• A: If your shares are held through a brokerage firm or other nominee, you must follow the instructions from your brokerage firm or other nominee on how to change or revoke your voting instructions or how to vote in person at the annual meeting.

• Q: What constitutes a quorum?

• A: A quorum is the presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting.

  Shares that are voted "abstain" or "withheld" are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the annual meeting.

  As already discussed in the previous answer regarding how to vote shares held through a brokerage firm or other nominee, there are no proposals for the 2024 annual meeting that would allow a brokerage firm or nominee to vote uninstructed shares. If a brokerage firm or other nominee receives no instruction for the election of any director nominee and receives no instruction for proposal 2, such uninstructed shares will be counted as not entitled to vote and are, therefore, not considered for purposes of determining whether a quorum is present at the annual meeting. If a brokerage firm or other nominee receives instructions on the election of at least one director nominee or on proposal 2, such instructed shares will be counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the annual meeting.

  Valhi directly held approximately 82.7% of the outstanding shares of our common stock as of the record date. Valhi has indicated its intention to have its shares of our common stock represented at the meeting. If Valhi attends the meeting in person or by proxy, the meeting will have a quorum present.

• Q: Assuming a quorum is present, what vote is required to elect a director nominee?

• A: Under applicable state law and our governing documents, a plurality of affirmative votes of the holders of our outstanding shares of common stock represented and entitled to vote at the meeting is necessary to elect each director nominee. Our governing documents do not authorize cumulative voting. Accordingly, the director nominee with the most votes for a particular seat will be elected to that seat. Only shares that are voted in favor of a particular nominee will be counted toward that nominee's achievement of a plurality. There is no "against" option, and votes that are "withheld" or not cast, including broker/nominee non-votes, will not be counted toward that nominee's achievement of a plurality.

  Valhi has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR the election of each of the director nominees named in this proxy statement. If Valhi attends the meeting in person or by proxy and votes as indicated, the shareholders will elect all of the nominees named in this proxy statement to the board of directors.

• Q: Assuming a quorum is present, what vote is required to adopt and approve proposal 2 (Say-on-Pay)?

• A: The shareholder resolution contained in this proposal provides that the affirmative vote of a majority of the votes cast at the meeting by holders of shares entitled to vote on the matter will be the requisite vote to adopt the resolution and approve the compensation of our named executive officers as such compensation is disclosed in this proxy statement. Abstentions and broker/nominee non-votes will have no effect on this proposal.

  Valhi has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR this nonbinding advisory proposal. If Valhi attends the meeting in person or by proxy and votes as indicated, the shareholders will, by a nonbinding advisory vote, approve this proposal.

• Q: Assuming a quorum is present, what vote is required to approve any other matter to come before the meeting?

• A: Except as applicable laws may otherwise provide, the approval of any other matter that may properly come before the meeting will require the affirmative votes of a majority of the votes cast at the meeting by holders of shares entitled to vote on the matter. Abstentions will be counted as not having cast a vote and will have no effect on such other matter.

• Q: If I am a shareholder of record, how will the agents named on my proxy card vote on any other matter to come before the meeting?

• A: If you are a shareholder of record and to the extent allowed by applicable law, the agents named on your proxy card will vote in their discretion on any other matter that may properly come before the meeting.

• Q: Who will pay for the cost of soliciting the proxies?

• A: We will pay all expenses related to the solicitation, including charges for preparing, printing, assembling and distributing all materials delivered to shareholders. In addition to the solicitation by mail, our directors, officers and regular employees may solicit proxies by telephone or in person for which such persons will receive no additional compensation. Upon request, we will reimburse brokerage firms or other nominees for their reasonable out-of-pocket expenses incurred in distributing proxy materials and voting instruction forms to the beneficial owners of our common stock that hold such stock in accounts with such entities.