| | Audit Committee Enterprise Risk Management,
Cybersecurity Risk | The responsibilities of the Audit Committee are more fully described in the Audit Committee Charter and include, among other duties, the fulfillment of its and the Board’s oversight responsibilities relating to:
➢
The integrity of the financial statements of the Company
| ➢
The qualifications and independence of the Company’s independent auditor, and in connection with the Committee’s oversight in this regard, the Chair of the Audit Committee is engaged in the selection process for the audit engagement partner
➢
The performance of the Company’s internal audit function and independent auditors
➢
Compliance by the Company with legal and regulatory requirements
➢
Conducting an annual Committee self- assessment and an assessment of the independent audit firm, and reporting the results to the full Board
The Audit Committee consists entirely of independent directors, and each meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. Each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment. Additionally, the Board of Directors has determined, in its business judgment, that each member of the Audit Committee is an “audit committee financial expert” for purposes of the rules of the SEC.
| Compensation and Leadership
Development Committee The responsibilities of the Compensation and LeadershipHuman Capital Management,
Recruitment, Development Committee are more fully described in the Compensation and Leadership Development Committee Charter and include, among other duties:& Retention
➢
Assess current and future senior leadership talent, including their development and the succession plans of key management positions (other than CEO)
| ➢
Assist the Board in CEO succession planning, including providing oversight of the CEO’s succession planning process
| ➢
Review the Company’s programs for executive development, performance and skills evaluations
➢
Conduct an annual review of the Company’s diversity talent, as well as, diversity representation on the slate for key positions
➢
Oversee the performance evaluation of the CEO based on input from other independent directors versus Board-approved goals and objectives
➢
Recommend to the independent members of the Board the compensation, including severance agreements as appropriate, for the CEO
➢
Review and approve compensation and employment arrangements, including equity compensation plans, bonus plans and severance agreements as appropriate, of the CEO and other senior executive officers
➢
Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk. Review and approve the Compensation Discussion and Analysis and the Committee report, and other executive compensation disclosures, as required by the SEC to be included in the Company’s Proxy Statement or applicable SEC filings
➢
Review the voting results of any say-on-pay or related shareholder proposals
➢
Conduct an annual Committee self-assessment and an assessment of the independent compensation consultant and report the results to the full Board
The Compensation and Leadership Development Committee consists entirely of independent directors, and each member meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees; and is a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2020, none of the members of the Compensation and Leadership Development Committee was an officer or employee of the Company. No executive officer of the Company served on the compensation committee (or other
board committee performing equivalent functions) or on the board of directors of any company having an executive officer who served on the Compensation and Leadership Development Committee or the Board.
| Nominating and Corporate Governance Committee The responsibilities of the Nominating and Corporate Governance, Committee are more fully described in the Nominating and Corporate Governance Committee Charter and include, among other duties:
Policies, Processes, Performance Metrics,
ESG
➢
Develop and recommend to the Board of Directors a set of corporate governance guidelines for the Company
➢
Identify individuals qualified to become Board members consistent with criteria approved by the Board and recommend to the Board nominees for election as directors of the Company, including nominees whom the Board proposes for election as directors at the Annual Meeting
➢
Review and approve any transaction between the Company and any related person in accordance with the Company’s policies and procedures for transactions with related persons
➢
Oversee the Company’s corporate governance practices, including reviewing and recommending to the Board of Directors for
approval any changes to the Company’s Code of Conduct, Certificate of Incorporation, Bylaws and Committee Charters
➢
Oversee the Company’s policies, performance, and reporting in the areas of corporate responsibility, including environmental, social and governance
➢
Conduct an annual assessment of the Committee’s performance, oversee the self- evaluation process of the entire Board of Directors and its other Committees, establish the evaluation criteria, implement the process and report its findings on the process to the Board of Directors
The Nominating and Corporate Governance Committee consists entirely of independent directors, and each meets the independence requirements set forth in the NYSE Listing Standards.
DIRECTOR COMPENSATION
Overview
Non-employee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of shareholders. The Nominating and Corporate Governance Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation.
During fiscal year 2020, non-employee directors were entitled to the following annual retainers:
| Fiscal Year 2020 Director Retainers | | | | | | | | | Annual Retainer(1) | | | | $ | 100,000 | | | | Annual Equity Award(2) | | | | $ | 145,000 | | | | Non-Executive Chairman Retainer(1) | | | | $ | 110,000 | | | | Audit Committee Chair Retainer(1) | | | | $ | 20,000 | | | | Compensation and Leadership Development Committee Chair Retainer(1) | | | | $ | 15,000 | | | | Nominating and Corporate Governance Committee Chair Retainer(1) | | | | $ | 15,000 | | |
(1)
Amounts payable in cash may be deferred pursuant to The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (the “Directors Deferred Compensation Plan”), which is described further below.
(2)
Equity awards are valued as of the grant date and rounded down to the nearest whole share. Equity awards may be deferred pursuant to Directors Deferred Compensation Plan. For 2020, equity awards were in the form of shares of common stock or for directors who elected to defer their equity awards, deferred stock units (DSUs) that convert into shares of common stock when a director leaves the Board or on a grant date anniversary selected by the director. Before DSUs are converted into shares, directors are not entitled to dividends on the DSUs, but they receive dividend equivalents (credited in the form of additional DSUs) that likewise are converted into shares (with any fractional share paid in cash) upon termination of service or on a grant date anniversary selected by the director.
The above fees assume service for a full year. Directors who serve for less than the full year are entitled to receive a pro-rated portion of the applicable payment. Each “year,” for purposes of non-employee director compensation, begins on the date of the Company’s annual meeting of shareholders. The Company does not pay meeting fees, but does pay for or reimburse directors for reasonable expenses related to Board service, including for attending Board, Committee, educational and Company business meetings.
During 2020, the Nominating and Corporate Governance Committee reviewed, after consultation with the independent compensation consultant Willis Towers Watson, the annual amount of the non-employee director equity compensation and recommended to the Board no changes. The Board believes the compensation program is in the best interest of the Company and designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of shareholders.
The Board has adopted share ownership guidelines applicable to non-employee director equity awards. The share ownership guidelines, contained in the Corporate Governance Guidelines, require non-employee directors to hold at least six (6) times the cash portion of their annual retainer worth of Chemours common stock, restricted stock units (RSUs) and/or DSUs while serving as a director. Non-employee directors will have five (5) years to attain this ownership threshold from the time of their election to the Board.
The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors
Under the Stock Accumulation and Deferred Compensation Plan for Directors, a director is eligible to defer all or part of his or her Board retainer and Committee Chair fees in an interest-bearing notional cash account or stock units until a future year or years, payable in a lump sum or equal annual installments. Interest will accrue on the notional cash account at a rate corresponding to the average 30-year Treasury securities rate applicable for the quarter (or at such other rate as may be specified by the Compensation Committee from time to time) with quarterly compounding. Note: the Committee has not established an alternate weight. Dividend equivalents will accrue on deferred stock units. This deferred compensation is an unsecured obligation of the Company.
2020 Director Compensation Table
The following table shows information concerning the compensation paid in fiscal year 2020 to non-employee directors:
Director(1) | | | Fees Earned or
Paid in Cash
($)(2) | | | Equity Awards
($)(3) | | | Total
($) | | | Curtis V. Anastasio | | | | | 100,000 | | | | | | 145,000 | | | | | | 245,000 | | | | Bradley J. Bell | | | | | 120,000 | | | | | | 145,000 | | | | | | 265,000 | | | | Richard H. Brown | | | | | 210,000 | | | | | | 145,000 | | | | | | 355,000 | | | | Mary B. Cranston | | | | | 115,000 | | | | | | 145,000 | | | | | | 260,000 | | | | Curtis J. Crawford | | | | | 115,000 | | | | | | 145,000 | | | | | | 260,000 | | | | Dawn L. Farrell | | | | | 100,000 | | | | | | 145,000 | | | | | | 245,000 | | | | Erin N. Kane | | | | | 100,000 | | | | | | 145,000 | | | | | | 245,000 | | | | Sean D. Keohane | | | | | 100,000 | | | | | | 145,000 | | | | | | 245,000 | | | | |
(1)
During fiscal year 2020, Mr. Vergnano was an employee of the Company and, as such, did not receive separate or additional compensation for his service as a director. See “Executive Compensation” in this Proxy Statement for information relating to the compensation paid to Mr. Vergnano during fiscal year 2020.
(2)
Column reflects all cash compensation earned during fiscal year 2020, whether or not payment was deferred pursuant to the Directors Deferred Compensation Plan.
(3)
This column represents the dollar amount recognized for financial statement reporting purposes with respect to fiscal year 2020 in accordance with FASB ASC 718 as the grant date fair value of compensation earned by directors in the form of DSUs of Chemours common stock or shares of common stock. This value is determined by dividing the annual equity award amount by the closing share price on the date of grant and rounding down to the next whole share, then multiplying by the closing share price on the grant date.
The aggregate number of RSUs and DSUs held by each non-employee director at fiscal year-end is as follows:
Name | | | Aggregate Equity RSUs and DSUs
Outstanding as of December 31, 2020 | | Curtis V. Anastasio | | | | | 46,662 |
Corporate Responsibility is embedded in our business processes, guides how we manage and operate our manufacturing sites, and inspires the new products and offerings we bring to market. Our growth strategy is directly linked to Corporate Responsibility. Proposed corporate transactions and overall corporate strategy are reviewed by the full Board with input from management on ESG risks and opportunities. Our Board and its Committees receive regular updates from senior management on Corporate Responsibility matters, including environmental, health and safety (EHS), social issues, regulatory actions and product stewardship. Under the oversight of our Board, senior management continues to execute on our Corporate Responsibility. With the Board’s guidance, we have developed and are advancing progress on goals for climate change, water stewardship, waste management, diversity and inclusion, safety, product sustainability and sustainable sourcing. See update on Page 13. | | | To view our Corporate Responsibility Commitment Report and learn more about our goals, go to:
https://www.chemours.com/en/corporate-responsibility | | | Bradley J. Bell | | | | | 43,060 |
BOARD LEADERSHIP STRUCTURE Mrs. Dawn L. Farrell serves as the Chair of the Board, a position she has held since January 1, 2022, after serving as the Company’s Lead Independent Director from July 1, 2021 to December 31, 2021. The Company’s governing documents allow the roles of Chair and Chief Executive Officer (CEO) to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separated or combined based on our needs and the Board’s assessment of the Company’s leadership from time to time. If the Board does not have an independent chairperson, the Board will appoint a Lead Independent Director and determine the Lead Independent Director’s duties and responsibilities. The Board will periodically consider the advantages of having an independent Chair or a combined Chair and CEO and is open to different structures as circumstances may warrant. At this time, the Board has determined that separating the roles of Chair and CEO serves our best interests and that of our shareholders. Our CEO and senior management, working with the Board, set the strategic direction for the organization, and the CEO provides day-to-day leadership. The independent Chair leads the Board in the performance of its duties and serves as the principal liaison between the independent directors and the CEO. DIRECTOR INDEPENDENCE The NCG Committee is responsible for reviewing the qualifications and independence of members of the Board and its various committees on a periodic basis, as well as the composition of the Board as a whole. This assessment includes members’ qualifications as independent, as well as consideration of skills and experience specific to the needs of the Board. | | | | | 2023 Proxy Statement | | | 17 | |
Corporate Governance(continued) Director nominees are recommended to the Board by the Committee in accordance with the policies and principles in its Charter. The ultimate responsibility for selection of director nominees resides with the Board. The qualifications that the Board considers when nominating directors is discussed in more detail under “Director Qualification Process” in this Proxy Statement. Independent Directors The Board assesses the independence of directors and examines the nature and extent of any relations between the Company and directors, their families and their affiliates. The Corporate Governance Guidelines provide that a director is “independent” if he or she satisfies the New York Stock Exchange (NYSE) Listing Standards on director independence and the Board affirmatively determines that the director has no material relationship with the Company (either directly, or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has determined that, with the exception of Mark E. Newman, each of the current directors — Curtis V. Anastasio, Mary B. Cranston, Curtis J. Crawford, Dawn L. Farrell, Erin N. Kane, Sean D. Keohane, Guillaume Pepy, and Sandra Phillips Rogers — is independent. Independent Committees All members serving on the Audit Committee, the Compensation and Leadership Development Committee and the NCG Committee must be independent as defined by the Corporate Governance Guidelines. In addition, Audit Committee members must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) relating to audit committees. Each Compensation and Leadership Development Committee member must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees and be a “non-employee director” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that each member of the Audit Committee, the Compensation and Leadership Development Committee, and the NCG Committee meets the requisite independence and related requirements. OVERSIGHT OF RISK MANAGEMENT The Board of Directors is responsible for oversight of risk management, and its leadership structure, and the Chemours Executive Team (“CET”) is accountable for risk management, which is integrated into our annual strategic planning and business and functional managing processes. Risk management is embedded into our line organizations and part of regular, managing processes. There is an established risk assessment cadence, methodology, and systemic approach to risk management throughout the year within the Company with regular and robust risk reporting to management. The Audit Committee oversees the risk management process, while the full Board oversees the top risks and mitigation actions of the Company. In fulfilling its risk oversight responsibility, the Board receives various management and Board Committee reports and meets with the full CET twice per year to discuss risk management. It also engages in periodic discussions with the Company’s officers, as it may deem appropriate. In addition, each of the Board Committees considers the risks within its areas of responsibility. For example, the Audit Committee focuses on risks inherent in the Company’s accounting, financial reporting and internal controls and reviews the Company’s cybersecurity and information security programs. The Compensation and Leadership Development Committee considers the risks that may be implicated by the Company’s incentive compensation program. The Compensation and Leadership Development Committee’s assessment of risk related to compensation practices is discussed in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement. The NCG Committee provides oversight regarding the Company’s policies on political contributions and lobbying expenses. The NCG Committee is also responsible for reviewing transactions between the Company and related persons, which is discussed in more detail under “Certain Relationships and Transactions” in this Proxy Statement. | | | | | 2023 Proxy Statement | | | 18 | |
Corporate Governance(continued) SUCCESSION PLANNING The Board plans for succession to the position of CEO. The Compensation and Leadership Development Committee, on behalf of the Board, oversees the succession planning process. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO, as well as perspective on potential candidates from outside the organization. The Board makes available, on a continuing basis, the CEO’s succession recommendation(s) should he or she be unexpectedly unable to serve. The CEO also provides the Board with an assessment of potential successors to key positions. DIRECTOR EDUCATION New directors participate in an orientation process to become familiar with the Company and its strategic plans and businesses, significant financial matters, core values including ethics, compliance programs, corporate governance practices and other key policies and practices through a review of background materials, meetings with senior executives and visits to Company facilities. The NCG Committee is responsible for providing guidance on directors’ continuing education, and actively monitors and encourages director education opportunities. CODE OF CONDUCT The Company is committed to high standards of ethical conduct and professionalism, and the Company’s Code of Conduct confirms the commitment to ethical behavior in the conduct of all activities. In furtherance of this commitment, the Company has adopted a Code of Conduct, a Code of Business Conduct and Ethics for the Board of Directors, and a Code of Ethics for the CEO, CFO and Controller. ■
The Code of Conduct applies to all directors, officers (including the CEO, CFO and Controller) and employees of Chemours, and it sets forth the Company’s policies and expectations on a number of topics including avoiding conflicts of interest, confidentiality, insider trading, protection of Chemours and customer property, and providing a proper and professional work environment. The Code of Conduct sets forth a worldwide toll-free and Internet-based ethics hotline, which employees can use to communicate any ethics-related concerns, and the Company provides training on ethics and compliance topics for employees. ■
The Code of Business Conduct and Ethics for the Board of Directors applies to all directors, and is intended to (i) foster the highest ethical standards and integrity; (ii) focus the Board and each director on areas of potential ethical risk and conflicts of interest; (iii) guide directors in recognizing and dealing with ethical issues; establish reporting mechanisms; and promote a culture of honesty and accountability. ■
The Code of Ethics for the CEO, CFO and Controller applies to those three executive officers. This Code sets forth the standards of conduct that the CEO, CFO and Controller must uphold while performing his or her duties. ■
Each year, the Company trains 100% of its employees on the Code of Conduct. ■
In order to continuously improve and evolve its compliance program, the Company engages in regular risk assessments and conducts root cause analyses of any confirmed instances of ethical misconduct. In fiscal year 2022, there were no waivers of any provisions of (i) the Code of Conduct; (ii) the Code of Business Conduct and Ethics for the Board of Directors; or (iii) the Code of Ethics for the CEO, CFO and Controller. In the event the Company amends or waives any provision of any Code of Conduct or Code of Ethics that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K promulgated under the Exchange Act, the Company intends to disclose these actions on the Company website at www.chemours.com. | | | | | 2023 Proxy Statement | | | 19 | |
Corporate Governance(continued) SHAREHOLDER ENGAGEMENT We maintain a very active and broad-based investor relations outreach program to solicit input and to communicate with shareholders on a variety of topics related to our business and strategy. We also speak to shareholders about governance matters, including our corporate governance profile and our corporate responsibility commitments. Throughout the year, our investor relations team and some of our executive officers and other key employees speak with shareholders at investor conferences, at in-person meetings and in phone conversations. We will continue to engage with shareholders on business, strategy, governance and other relevant topics. POLICY ON HEDGING TRANSACTIONS We have adopted a policy that prohibits all officers and directors and all employees that receive or have access to material nonpublic information about the Company from engaging in transactions in publicly traded options, puts, calls or other derivative securities and from entering into hedges or swaps involving the Company’s securities. Officers and Directors are also prohibited from pledging Chemours securities as collateral for a loan without special exception. BOARD STRUCTURE AND COMMITTEE COMPOSITION The Board has nine Directors now and three standing Committees: The Audit Committee, the Compensation and Leadership Development Committee, and the NCG Committee. The table below reflects the composition of each Committee as of March 1, 2023, and the number of meetings held by each Committee during fiscal year 2022. Dawn L. Farrell as Chair of the Board, and Mark E Newman, as President and Chief Executive Officer, were not members of any Committee. | | | | | AUDIT COMMITTEE | | | COMPENSATION AND
LEADERSHIP
DEVELOPMENT COMMITTEE | | | NOMINATING AND
CORPORATE GOVERNANCE
COMMITTEE | | | | Curtis V. Anastasio | | | C | | | | | | X | | | | Mary B. Cranston | | | | | | X | | | C | | | | Dr. Curtis J. Crawford | | | X | | | | | | | | | | Erin N. Kane | | | X | | | X | | | | | | | Sean D. Keohane | | | | | | C | | | X | | | | Guillaume Pepy | | | X | | | X | | | | | | | Sandra Phillips Rogers | | | X | | | | | | X | | | | 2022 Meetings | | | 4 | | | 8 | | | 5 | | | | X = Member | | | C = CHAIR | |
The Board met 8 times during fiscal year 2022. Each of the directors attended over 75% of the Board meetings and meetings of the Committees on which they served. Our Corporate Governance Guidelines provide that directors are expected to attend meetings of the Board, its Committees on which they serve, and the Annual Meeting of Shareholders. Each Committee operates under a written charter. The Charters are available on our corporate website, www.chemours.com, under the heading “Investor Relations” and subheading “Corporate Governance.” The principal functions of each Committee are summarized below. | | | | | 2023 Proxy Statement | | | 20 | |
BOARD STRUCTURE AND COMMITTEE COMPOSITION(continued) AUDIT COMMITTEE The responsibilities of the Audit Committee are more fully described in the Audit Committee Charter and include, among other duties, the fulfillment of its and the Board’s oversight responsibilities relating to: ■
The integrity of the financial statements of the Company ■
The qualifications and independence of the Company’s independent auditor, and in connection with the Committee’s oversight in this regard, the Chair of the Audit Committee is engaged in the selection process for the audit engagement partner ■
The performance of the Company’s internal audit function and independent auditors ■
Compliance by the Company with legal and regulatory requirements ■
Conducting an annual Committee self- assessment and an assessment of the independent audit firm, and reporting the results to the full Board ■
Conducting a quarterly review of the Company’s cyber security and information security programs The Audit Committee consists entirely of independent directors, and each meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. Each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment. Additionally, the Board of Directors has determined, in its business judgment, that four of the five members of the Audit Committee is an “audit committee financial expert” for purposes of the rules of the SEC. COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE The responsibilities of the Compensation and Leadership Development Committee are more fully described in the Compensation and Leadership Development Committee Charter and include, among other duties: ■
Assess current and future senior leadership talent, including their development and the succession plans of key management positions (other than CEO) ■
Assist the Board in CEO succession planning, including providing oversight of the CEO’s succession planning process. ■
Conduct an annual review of the Company’s diversity talent, as well as diversity representation on the slate for key positions ■
Oversee the performance evaluation of the CEO based on input from other independent directors versus Board-approved goals and objectives ■
Recommend to the independent members of the Board, compensation, including severance agreements as appropriate, for the CEO ■
Review and approve compensation and employment arrangements, including equity compensation plans, bonus plans and severance agreements as appropriate, of the CEO and other senior executive officers ■
Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk. Review and approve the Compensation Discussion and Analysis and the Committee report, and other executive compensation disclosures, as required to be included in the Company’s applicable SEC filings ■
Conduct an annual Committee self-assessment and an assessment of the independent compensation consultant and report the results to the full Board | | | | | 2023 Proxy Statement | | | 21 | |
BOARD STRUCTURE AND COMMITTEE COMPOSITION The Compensation and Leadership Development Committee consists entirely of independent directors, and each member meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees; and is a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act. Compensation Committee Interlocks and Insider Participation During fiscal year 2022, none of the members of the Compensation and Leadership Development Committee was an officer or employee of the Company. No executive officer of the Company served on the compensation committee (or other board committee performing equivalent functions) or on the board of directors of any Company having an executive officer who served on the Compensation and Leadership Development Committee or the Board. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE The responsibilities of the NCG Committee are more fully described in the NCG Committee Charter and include, among other duties: ■
Develop and recommend to the Board of Directors a set of corporate governance guidelines ■
Identify individuals qualified to become Board members consistent with criteria approved by the Board and recommend to the Board nominees for election as directors, including nominees whom the Board proposes for election as directors at the Annual Meeting ■
Review and approve any transaction between the Company and any related person in accordance with the Company’s policies and procedures for transactions with related persons ■
Oversee our corporate governance practices, including reviewing and recommending to the Board of Directors for approval any changes to the Company’s Code of Conduct, Certificate of Incorporation, Bylaws and Committee Charters ■
Oversee the Company’s policies, performance, and reporting in the areas of corporate responsibility, including environmental, social and governance ■
Conduct an annual assessment of the Committee’s performance, oversee the self-evaluation process of the entire Board of Directors and its other Committees, establish the evaluation criteria, implement the process and report its findings on the process to the Board of Directors ■
The NCG Committee consists entirely of independent directors, and each meets the independence requirements set forth in the NYSE Listing Standards. | | | | | 2023 Proxy Statement | | | 22 | |
DIRECTOR COMPENSATION OVERVIEW Non-employee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of shareholders. The NCG Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation. During fiscal year 2022, non-employee directors were entitled to the following annual retainers: | | FISCAL YEAR 2022 DIRECTOR RETAINERS | | | | Annual Retainer(1) | | | | $ | 100,000 | | | | | Annual Equity Award(2) | | | | $ | 145,000 | | | | | Non-Executive Chairman Retainer(1) | | | | $ | 150,000 | | | | | Audit Committee Chair Retainer(1) | | | | $ | 22,500 | | | | | Compensation and Leadership Development Committee Chair Retainer(1) | | | | $ | 17,500 | | | | | Nominating and Corporate Governance Committee Chair Retainer(1) | | | | $ | 17,500 | | |
(1)
Amounts payable in cash may be deferred pursuant to The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (the “Directors Deferred Compensation Plan”), which is described further below. (2)
Equity awards are valued as of the grant date and rounded down to the nearest whole share. Equity awards may be deferred pursuant to Directors Deferred Compensation Plan. For 2022, equity awards were in the form of shares of common stock or for directors who elected to defer their equity awards, deferred stock units (DSUs) that convert into shares of common stock when a director leaves the Board or on a grant date anniversary selected by the director. Before DSUs are converted into shares, directors are not entitled to dividends on the DSUs, but they receive dividend equivalents (credited in the form of additional DSUs) that likewise are converted into shares (with any fractional share paid in cash) upon termination of service or on a grant date anniversary selected by the director. The fees reflected in the table above assume service for a full year. Directors who serve for less than the full year are entitled to receive a pro-rated portion of the applicable payment. Each “year,” for purposes of non-employee director compensation, begins on the date of the Company’s annual meeting of shareholders. The Company does not pay meeting fees but does pay for or reimburse directors for reasonable expenses related to Board service, including for attending Board, Committee, educational and Company business meetings. During 2022, the NCG Committee reviewed the annual amount of the non-employee director equity and cash compensation and recommended no changes to director compensation. The Board believes the compensation program is in the best interest of the Company and designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of shareholders. The Board has adopted share ownership guidelines applicable to non-employee director equity awards. The share ownership guidelines, contained in the Corporate Governance Guidelines, require non-employee directors to hold at least six (6) times the cash portion of their annual retainer worth of Chemours common stock and/or DSUs while serving as a director. Non-employee directors will have five (5) years to attain this ownership threshold from the time of their election to the Board. THE CHEMOURS COMPANY STOCK ACCUMULATION AND DEFERRED COMPENSATION PLAN FOR DIRECTORS Under the Stock Accumulation and Deferred Compensation Plan for Directors, a director is eligible to defer all or part of his or her Board retainer and Committee Chair fees in an interest-bearing notional cash account or stock units until a future year or years, payable in a lump sum or equal annual installments. Interest will accrue on the notional cash account at a rate corresponding to the average 30-year Treasury securities rate applicable for the quarter (or at such other rate as may be specified by the Compensation Committee from time to time) with quarterly compounding. Dividend equivalents will accrue on deferred stock units. This deferred compensation is an unsecured obligation of the Company. | | | | | 2023 Proxy Statement | | | 23 | |
DIRECTOR COMPENSATION(continued) 2022 DIRECTOR COMPENSATION TABLE The following table shows information concerning the compensation paid in fiscal year 2022 to non-employee directors: | | DIRECTOR | | | FEES EARNED OR PAID
IN CASH
($)(1) | | | EQUITY AWARDS
($)(2) | | | OTHER
COMPENSATION
($)(3) | | | TOTAL
($) | | | | Curtis V. Anastasio | | | | | 122,500 | | | | | | 144,987 | | | | | | | | | | | | 267,487 | | | | | Bradley J. Bell(4) | | | | | 100,000 | | | | | | 144,987 | | | | | | | | | | | | 244,987 | | | | | Mary B. Cranston | | | | | 117,500 | | | | | | 144,987 | | | | | | | | | | | | 262,487 | | | | | Curtis J. Crawford | | | | | 100,000 | | | | | | 144,987 | | | | | | | | | | | | 244,987 | | | | | Dawn L. Farrell | | | | | 250,000 | | | | | | 144,987 | | | | | | | | | | | | 394,987 | | | | | Erin N. Kane | | | | | 100,000 | | | | | | 144,987 | | | | | | | | | | | | 244,987 | | | | | Sean D. Keohane | | | | | 117,500 | | | | | | 144,987 | | | | | | | | | | | | 262,487 | | | | | Guillaume Pepy | | | | | 100,088(5) | | | | | | 181,229(6) | | | | | | 39,874 | | | | | | 321,191 | | | | | Mark P. Vergnano | | | | | 50,000 | | | | | | | | | | | | | | | | | | 50,000 | | | | | Sandra P. Rogers | | | | | 100,000 | | | | | | 144,987 | | | | | | | | | | | | 244,987 | | |
(1)
Column reflects all cash compensation earned during fiscal year 2022, whether or not payment was deferred pursuant to the Directors Deferred Compensation Plan. (2)
This column represents the dollar amount recognized for financial statement reporting purposes with respect to fiscal year 2022 in accordance with FASB ASC 718 as the grant date fair value of compensation earned by directors in the form of DSUs of Chemours common stock or shares of common stock. This value is determined by dividing the annual equity award amount by the closing share price on the date of grant and rounding down to the next whole share, then multiplying by the closing share price on the grant date. (3)
This amount represents the payment for legal fees that Mr. Pepy incurred for tax counseling relating to the foreign tax treatment of his director compensation. This amount was paid in euros and the U.S.-dollar equivalent is shown based on an exchange rate of $1.0654 (4)
Bradley Bell resigned as a Director effective as of January 2, 2023. (5)
This amount reflects the total actually received by Mr. Pepy due to variations in the exchange rate on the dates of payment. (6)
This amount reflects the pro-rated award Mr. Pepy received in March 2022 for his partial year service and his 2022 annual equity award amount. The aggregate number of DSUs held by each non-employee director at fiscal year-end is as follows: | | NAME | | | AGGREGATE EQUITY DSUs
OUTSTANDING AS OF DECEMBER 31, 2022 | | | | Curtis V. Anastasio | | | | | 59,161 | | | | | Bradley J. Bell(1) | | | | | 50,597 | | | | | Mary B. Cranston | | | | | 62,410 | | | | | Curtis J. Crawford | | | | | 72,949 | | | | | Dawn L. Farrell | | | | | 57,866 | | | | | Erin N. Kane | | | | | 32,512 | | | | | Sean D. Keohane | | | | | 31,794 | | | | | Guillaume Pepy | | | | | 5,970 | | | | | Mark P. Vergnano | | | | | 45,916 | | | | | Sandra P. Rogers | | | | | 9,752 | | | Richard H. Brown | | | | | 86,421 |
(1)
Bradley Bell resigned as a Director effective as of January 2, 2023. | | | | | 2023 Proxy Statement | | | 24 | | Mary B. Cranston | | | | | 49,712 | | | Curtis J. Crawford | | | | | 86,421 | | | Dawn L. Farrell | | | | | 49,712 | | | Erin N. Kane | | | | | 21,645 | | | Sean D. Keohane | | | | | 20,971 | | | |
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Directors and Management
The following table sets forth information with respect to the beneficial ownership of Chemours’ common stock as of March 2, 2021 by each of the Company’s directors and nominees, named executive officers, and all directors and executive officers as a group.
Amount and nature of beneficial ownership:
| Name of beneficial owner | | | Direct(1) | | | Indirect(2) | | | Right to
acquire(3) | | | Total | | | Percent of
class | | | Mark P. Vergnano | | | | | 251,170 | | | | | | 512,076 | | | | | | 1,629,178 | | | | | | 2,392,424 | | | | | | 1.45% | | | | Mark E. Newman | | | | | 135,024 | | | | | | 2,480 | | | | | | 563,577 | | | | | | 701,081 | | | | | | * | | | | Sameer Ralhan | | | | | 253,510 | | | | | | — | | | | | | 231,799 | | | | | | 485,309 | | | | | | * | | | | Edwin Sparks | | | | | 8,712 | | | | | | — | | | | | | 47,476 | | | | | | 56,188 | | | | | | * | | | | David C. Shelton | | | | | 38,921 | | | | | | 71,992 | | | | | | 190,538 | | | | | | 301,451 | | | | | | * | | | | Curtis V. Anastasio | | | | | 2,692 | | | | | | 3,500 | | | | | | 46,662 | | | | | | 52,854 | | | | | | * | | | | Bradley J. Bell | | | | | 6,410 | | | | | | 20,400 | | | | | | 52,106 | | | | | | 78,916 | | | | | | * | | | | Richard H. Brown | | | | | 20,000 | | | | | | — | | | | | | 125,343 | | | | | | 145,343 | | | | | | * | | | | Mary B. Cranston | | | | | 2,834 | | | | | | — | | | | | | 49,712 | | | | | | 52,546 | | | | | | * | | | | Curtis J. Crawford | | | | | 30 | | | | | | 47 | | | | | | 101,678 | | | | | | 101,755 | | | | | | * | | | | Dawn L. Farrell | | | | | — | | | | | | — | | | | | | 49,712 | | | | | | 49,712 | | | | | | * | | | | Erin N. Kane | | | | | — | | | | | | — | | | | | | 21,645 | | | | | | 21,645 | | | | | | * | | | | Sean D. Keohane | | | | | — | | | | | | — | | | | | | 20,971 | | | | | | 20,971 | | | | | | * | | | | Directors, nominees and executive officers as a group (17 persons) | | | | | 745,130 | | | | | | 610,495 | | | | | | 3,240,046 | | | | | | 4,595,671 | | | | | | 2.78% | | |
*
Indicates ownership of less than 1% of the outstanding shares of Chemours common stock. Each of the Company’s executive officers and directors may be contacted at 1007 Market Street, Wilmington, DE 19801.
(1)
Shares held individually or jointly with others, or in the name of a bank, broker or nominee for the individual’s account.
(2)
Shares over which directors, nominees and executive officers may be deemed to have or share voting or investment power, including shares owned by trusts and certain relatives.
(3)
Shares which directors and executive officers had a right to acquire beneficial ownership of within 60 days from March 2, 2021,
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