| | 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
➢
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 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 Human Capital Management,
Recruitment, Development & Retention | | |
Environmental, Health, and
Safety & Operational
PerformanceThe responsibilities of the CompensationEHS Protection Programs, Policies and Leadership Development Committee are more fully described in the Compensation and Leadership Development Committee Charter and include, among other duties:Practices, Manufacturing Operational Performance
➢
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, 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 2021, 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 NominatingPolicies, Processes, Sustainability and Corporate Governance Committee Charter and include, among other duties:ESG Performance Metrics
➢
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 2021, non-employee directors were entitled to the following annual retainers:
| Fiscal Year 2021 Director Retainers | | | | | | | | | Annual Retainer(1) | | | | $ | 100,000 | | | | Annual Equity Award(2) | | | | $ | 145,000 | | | | Non-Executive Chairman Retainer(1) | | | | $ | 110,000 | | | | Lead Independent Director(3) | | | | $ | 35,000 | | | | 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 2021, 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.
(3)
This was a new position for the period July 1, 2021 through December 31, 2021.
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 2021, 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 and cash compensation and recommended no changes to equity, but recommended several changes to cash compensation, which the Board adopted. The Board approved the following changes for non-employee Directors effective January 1, 2022: Board Chairman annual cash retainer: $150,000; Audit Committee Chair annual cash retainer: $22,500; Compensation Committee Chair annual cash retainer: $17,500; and Nominating and Corporate Governance Chair annual cash retainer: $17,500. These changes were calibrated to align these cash retainers with the current market and remit of the Committees. The Board believes the compensation program is in the best interest of the Company and designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of shareholders.
The Board has adopted share ownership guidelines applicable to non-employee director equity awards. The share ownership guidelines, contained in the Corporate Governance Guidelines, require non-employee directors to hold at least six (6) times the cash portion of their annual retainer worth of Chemours common stock, restricted stock units (RSUs) and/or DSUs while serving as a director. Non-employee directors will have five (5) years to attain this ownership threshold from the time of their election to the Board.
The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors
Under the Stock Accumulation and Deferred Compensation Plan for Directors, a director is eligible to defer all or part of his or her Board retainer and Committee Chair fees in an interest-bearing notional cash account or stock units until a future year or years, payable in a lump sum or equal annual installments. Interest will accrue on the notional cash account at a rate corresponding to the average 30-year Treasury securities rate applicable for the quarter (or at such other rate as may be specified by the Compensation Committee from time to time) with quarterly compounding. Dividend equivalents will accrue on deferred stock units. This deferred compensation is an unsecured obligation of the Company.
2021 Director Compensation Table
The following table shows information concerning the compensation paid in fiscal year 2021 to non-employee directors:
| Director | | | Fees Earned or
Paid in Cash
($)(2) | | | Equity Awards
($)(3) | | | Total
($) | | | Curtis V. Anastasio | | | | | 120,000 | | | | | | 144,987 | | | | | | 264,987 | | | | Bradley J. Bell | | | | | 105,000 | | | | | | 144,987 | | | | | | 249,987 | | | | Richard H. Brown | | | | | 105,000 | | | | | | 144,987 | | | | | | 249,987 | | | | Mary B. Cranston | | | | | 115,000 | | | | | | 144,987 | | | | | | 259,987 | | | | Curtis J. Crawford | | | | | 100,000 | | | | | | 144,987 | | | | | | 244,987 | | | | Dawn L. Farrell | | | | | 135,000 | | | | | | 144,987 | | | | | | 279,987 | | | | Erin N. Kane | | | | | 100,000 | | | | | | 144,987 | | | | | | 244,987 | | | | Sean D. Keohane | | | | | 115,000 | | | | | | 144,987 | | | | | | 259,987 | | | | Mark P. Vergnano(1) | | | | | 160,000 | | | | | | 144,996 | | | | | | 304,996 | | | | Sandra P. Rogers | | | | | 25,000 | | | | | | 144,982 | | | | | | 169,982 | | |
(1)
From January 1, 2021 — July 1, 2021, Mr. Vergnano was an employee of the Company. The amounts noted in this table reflect compensation earned while serving as Chairman of the Board from July 1, 2021 — December 31, 2021. See “Executive Compensation — Summary Compensation Table” in this Proxy Statement for information relating to the total compensation paid to Mr. Vergnano during 2021, including the compensation earned for the first half of fiscal year 2021 when he was an employee.
(2)
Column reflects all cash compensation earned during fiscal year 2021, 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 2021 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, 2021 | | Curtis V. Anastasio | | | | | 59,330 |
Sustainability 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 sustainability. Proposed corporate transactions and overall corporate strategy are reviewed by the full Board with input from management on sustainability risks and opportunities. Our Board and its Committees receive regular updates from senior management on sustainability 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 CRC goals. 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 17. | | | To view our Sustainability Report and learn more about our goals, go to:
https://www.chemours.com/en/sustainability | | | Bradley J. Bell | | | | | 53,181 |
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. | | | | | 2024 Proxy Statement | | | 20 | | Mary B. Cranston | | | | | 62,934 |
Corporate Governance(continued) 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. 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 our CEO, Denise Dignam, each of the director nominees — Curtis V. Anastasio, Alister Cowan, Mary B. Cranston, Dawn L. Farrell, Pamela F. Fletcher, Erin N. Kane, Sean D. Keohane, and Guillaume Pepy — are independent. Independent Committees All members serving on the Audit Committee, the CLDC 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 SEC relating to audit committees. Each CLDC 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 CLDC, 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 oversees the Company’s cybersecurity and information security programs. | | | | | 2024 Proxy Statement | | | 21 | | Curtis J. Crawford | | | | | 81,494 |
Corporate Governance(continued) The CLDC considers the risks that may be implicated by the Company’s incentive compensation program. The CLDC’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 considers risks that may be implicated by the Company’s political contributions and lobbying expenses as well as any transactions between the Company and related persons. The NCG Committee also oversees the director education program. The NGC Committee’s risk oversight responsibilities are discussed in more detail under “Certain Relationships and Transactions” in this Proxy Statement. The EHS & O Committee provides oversight of the Company’s environmental, health and safety risks, and reviews the Company’s programs for identifying, assessing, managing, and mitigating such risks. SUCCESSION PLANNING The CLDC, 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. The Board’s approach to regular succession planning for both planned and unplanned transitions enabled the appointment of two experienced and capable leaders from within Chemours to fill the roles of CEO and Interim CFO. Denise Dignam, who was appointed Interim CEO and has since been appointed President and Chief Executive Officer, has experience leading two businesses that represented over 68% of Chemours’ Net Sales in 2023. Matthew Abbott, who serves as Interim CFO, has an extensive background in operational, accounting and internal audit areas during his time at Chemours and as a former audit partner at PricewaterhouseCoopers LLP. 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. | | | | | 2024 Proxy Statement | | | 22 | | Dawn L. Farrell | | | | | 62,934 |
Corporate Governance(continued) ■
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 2023, 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. SHAREHOLDER ENGAGEMENT We maintain a very active and broad-based investor relations outreach program to solicit input and to communicate with shareholders on various aspects related to our business and strategy. We also speak to shareholders about governance matters, including our corporate governance profile and our sustainability ambitions and CRC goal progress. 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. Following the recent events discussed in this proxy statement and our Annual Report, the Company has commenced a formal process to reach out to our significant stockholders to meet with them to introduce our new President and CEO and help us better understand the views of our investors on key topics, including our Audit Committee review and the Company’s remediation plan for the material weaknesses in the Company’s internal control over financial reporting disclosed in our Annual Report. This process, which includes the active involvement of our President and CEO and members of our Board, will continue following the filing of this proxy statement. In 2018, and again in 2021, we proposed and recommended that shareholders vote in favor of eliminating the provisions in our Certificate of Incorporation that require an 80% supermajority vote of shareholders. Despite the Company’s significant efforts and the time and expense associated with the solicitation, each vote to eliminate the supermajority provisions fell significantly short of the 80% threshold (receiving the support of only 73.8% of the outstanding shares in 2018, and only 70.9% of the outstanding shares in 2021). As described in our proxy statement for our 2020 Annual Meeting of Shareholders, the Company undertook, at the direction of the Nominating and Corporate Governance Committee of our Board, an extensive outreach of our shareholders to assess whether the shareholders generally would encourage us to seek to resubmit the proposal for the approval of shareholders at another annual meeting. A significant majority of our shareholders with whom we spoke at that time, and since, have not raised the supermajority voting provisions as an area of concern. For this reason, due to the time and expense associated with resubmitting another supermajority proposal, combined with the unlikelihood of meeting the high voting standard, our Board, at the recommendation of the Nominating and Corporate Governance Committee, determined not to resubmit the proposal at the 2022 annual meeting or at subsequent annual meetings. If, in the course of our ongoing outreach efforts, shareholders express a significant desire to revisit the supermajority voting provisions, we would consider submitting a proposal to remove them at our 2025 Annual Meeting of Shareholders. 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. | | | | | 2024 Proxy Statement | | | 23 | |
Board Structure and Committee Composition The Board currently has four standing Committees: the Audit Committee, the CLDC, EHS & O, and the NCG Committee. The table below reflects the composition of each Committee as of April 3, 2024. Erin N. Kane | | | | | 29,121 | | | | AUDIT COMMITTEE | | | CLDC | | | EHS & O COMMITTEE(1) | | | NCG COMMITTEE | | | | Curtis V. Anastasio | | | C | | | | | | | | | X | | | | Alister Cowan | | | X | | | | | | X | | | | | | | Mary B. Cranston | | | | | | X | | | | | | C | | | | Pamela F. Fletcher | | | | | | X | | | | | | X | | | | Erin N. Kane | | | X | | | X | | | C | | | | | | | Sean D. Keohane | | | | | | C | | | | | | X | | | | Guillaume Pepy | | | X | | | | | | X | | | | | | | Sandra Phillips Rogers(2) | | | X | | | | | | | | | X | | | | X = Member | | | | | | C = CHAIR | | Sean D. Keohane | | | | | 28,485 |
(1)
The EHS & O Committee was formed on 2/12/2024. There were no meetings held in fiscal year 2023. (2)
Sandra Phillips Rogers has informed the Board of her decision to not seek re-election to the Board at the Company’s 2024 Annual Meeting. The Board met eleven times during fiscal year 2023. The Audit Committee met four times during fiscal year 2023, the CLDC met eight times during fiscal year 2023 and the NCG Committee met four times during fiscal year 2023. Each director attended at least 75% of the aggregate number of meetings of the Board and of its committees on which he or she served. Eight of the nine directors who served on the Board at the time of the 2023 Annual Meeting of the Shareholders attended our meeting. 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. 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 ■
The Company’s cybersecurity and information security programs ■
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 cybersecurity and information security programs and processes for assessing, identifying, and managing material risks from cybersecurity threats, as well as whether any such risks have affected or are reasonably likely to affect the Company, and the process for complying with any related disclosure requirements | | | | | 2024 Proxy Statement | | | 24 | | Mark P. Vergnano | | | | | 87,223 |
Board Structure and Committee Composition(continued) 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 are “audit committee financial experts” for purposes of the rules of the SEC. COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE The responsibilities of the CLDC are more fully described in the CLDC 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 The CLDC 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 2023, none of the members of the CLDC 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 CLDC 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 | | | | | 2024 Proxy Statement | | | 25 | | Sandra P. Rogers | | | | | 5,085 |
Board Structure and Committee Composition(continued) ■
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 sustainability, including environmental, social, governance, and the Corporate Responsibility Commitment 2030 Goals ■
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 ENVIRONMENTAL, HEALTH, AND SAFETY & OPERATIONAL PERFORMANCE COMMITTEE The responsibilities of the EHS&O Committee are more fully described in the EHS&O Committee Charter and include, among other duties: ■
Review with management and make recommendations to the Board regarding the effectiveness of the Company’s environmental, health, and safety protection programs ■
Review with management developments and trends related to environmental, health, and safety protection that may impact the Company ■
Assist the Board in overseeing the assessment and management of environmental, health, and safety risks ■
Review and discuss the adequacy of the Company’s resources dedicated to environmental, health, and safety programs ■
Review with management the Company’s manufacturing operational performance programs ■
Assist the Board in ensuring operational performance excellence at the Company’s manufacturing facilities | | | | | 2024 Proxy Statement | | | 26 | |
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 2023, non-employee directors were entitled to the following annual retainers: | | FISCAL YEAR 2023 DIRECTOR RETAINERS | | | | Annual Retainer(1) | | | | $ | 100,000 | | | | | Annual Equity Award(2) | | | | $ | 160,000 | | | | | Non-Executive Chair 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 2023, 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. 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 2023, the NCG Committee reviewed and recommended to the Board the annual amount of the non-employee director equity and cash compensation. It recommended, and the Board approved an annual retainer of $105,000, beginning January 1, 2024, and an annual equity award in the amount of $160,000, effective April 26, 2023. The Board believes the compensation program is in the best interest of the Company and designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of shareholders. The Board has adopted share ownership guidelines applicable to non-employee director equity awards. The share ownership guidelines, contained in the Corporate Governance Guidelines, require non-employee directors to hold at least six (6) times the cash portion of their annual retainer worth of Chemours common stock and/or DSUs while serving as a director. Non- employee directors will have five (5) years to attain this ownership threshold from the time of their election to the Board. THE CHEMOURS COMPANY STOCK ACCUMULATION AND DEFERRED COMPENSATION PLAN FOR DIRECTORS Under the Stock Accumulation and Deferred Compensation Plan for Directors, a director is eligible to defer all or part of his or her Board retainer and Committee Chair fees in an interest-bearing notional cash account or stock units until a future year or years, payable in a lump sum or equal annual installments. Interest will accrue on the notional cash account at a rate corresponding to the average 30-year Treasury securities rate applicable for the quarter (or at such other rate as may be specified by the Compensation Committee from time to time) with quarterly compounding. Dividend equivalents will accrue on deferred stock units. This deferred compensation is an unsecured obligation of the Company. | | | | | 2024 Proxy Statement | | | 27 | |
Director Compensation(continued) 2023 DIRECTOR COMPENSATION TABLE The following table shows information concerning the compensation earned in fiscal year 2023 to non-employee directors: | | DIRECTOR | | | FEES EARNED OR PAID
IN CASH
($)(1) | | | STOCK AWARDS
($)(2) | | | ALL OTHER
COMPENSATION
($) | | | TOTAL
($) | | | | Curtis V. Anastasio | | | | | 122,500 | | | | | | 159,982 | | | | | | | | | | | | 282,482 | | | | | Bradley J. Bell(4) | | | | | | | | | | | | | | | | | | | | | | | — | | | | | Alister Cowan(5) | | | | | 25,000 | | | | | | 79,996 | | | | | | | | | | | | 104,996 | | | | | Mary B. Cranston | | | | | 117,500 | | | | | | 159,982 | | | | | | | | | | | | 277,482 | | | | | Curtis J. Crawford(6) | | | | | 100,000 | | | | | | 159,982 | | | | | | | | | | | | 259,482 | | | | | Dawn L. Farrell | | | | | 250,000 | | | | | | 159,982 | | | | | | | | | | | | 409,982 | | | | | Erin N. Kane | | | | | 100,000 | | | | | | 159,982 | | | | | | | | | | | | 259,982 | | | | | Sean D. Keohane | | | | | 117,500 | | | | | | 159,982 | | | | | | | | | | | | 277,482 | | | | | Guillaume Pepy | | | | | 100,000 | | | | | | 159,982 | | | | | | 8,435(3) | | | | | | 268,417 | | | | | Sandra P. Rogers | | | | | 100,000 | | | | | | 159,982 | | | | | | | | | | | | 259,982 | | |
(1)
Column reflects all cash compensation earned during fiscal year 2023, 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 in accordance with FASB ASC 718 as the grant date fair value of DSUs or shares of common stock awarded to the directors in fiscal year 2023. This value is determined by multiplying the number of shares or common stock or DSUs awarded by the closing share price on their respective grant dates — $27.31 on April 26, 2023 and $30.44 on December 15, 2023. (3)
This amount represents the payment of legal fees incurred by Mr. Pepy 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 $1.0797. (4)
Bradley Bell resigned from the Board effective January 2, 2023. (5)
Alister Cowan was appointed to the Board on November 22, 2023. (6)
Curtis Crawford retired from the Board on November 22, 2023. The aggregate number of DSUs held by each non-employee director at fiscal year-end is as follows: | | NAME | | | AGGREGATE AWARDS (DSUs)
OUTSTANDING AS OF DECEMBER 31, 2023 | | | | Curtis V. Anastasio | | | | | 67,079 | | | | | Bradley J. Bell | | | | | — | | | | | Alister Cowan | | | | | 2,628 | | | | | Mary B. Cranston | | | | | 70,434 | | | | | Curtis J. Crawford | | | | | — | | | | | Dawn L. Farrell | | | | | 65,743 | | | | | Erin N. Kane | | | | | 39,564 | | | | | Sean D. Keohane | | | | | 32,827 | | | | | Guillaume Pepy | | | | | 12,160 | | | | | Sandra P. Rogers | | | | | 16,065 | | |
| | 22![[MISSING IMAGE: lg_chemours-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-046287/lg_chemours-pn.jpg)
| 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, 2022 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 E. Newman | | | | | 149,576 | | | | | | 2,480 | | | | | | 593,472 | | | | | | 745,528 | | | | | | * | | | | Mark P. Vergnano | | | | | 85,349 | | | | | | 728,673 | | | | | | 1,759,078 | | | | | | 2,573,100 | | | | | | 1.6% | | | | Sameer Ralhan | | | | | 262,552 | | | | | | — | | | | | | 256,785 | | | | | | 519,337 | | | | | | * | | | | Edwin Sparks | | | | | 19,854 | | | | | | — | | | | | | 64,391 | | | | | | 84,245 | | | | | | * | | | | David C. Shelton | | | | | 30,290 | | | | | | 91,992 | | | | | | 226,545 | | | | | | 348,827 | | | | | | * | | | | Bryan Snell | | | | | 18,203 | | | | | | — | | | | | | 173,402 | | | | | | 191,605 | | | | | | * | | | | Susan Kelliher | | | | | 18,778 | | | | | | — | | | | | | 94,774 | | | | | | 113,552 | | | | | | * | | | | Curtis V. Anastasio | | | | | 2,692 | | | | | | 3,500 | | | | | | 52,919 | | | | | | 59,111 | | | | | | * | | | | Bradley J. Bell | | | | | 8,737 | | | | | | 20,400 | | | | | | 46,823 | | | | | | 75,960 | | | | | | * | | | | Mary B. Cranston | | | | | 2,834 | | | | | | — | | | | | | 56,067 | | | | | | 58,901 | | | | | | * | | | | Curtis J. Crawford | | | | | 27,703 | | | | | | 47 | | | | | | 66,279 | | | | | | 94,029 | | | | | | * | | | | Dawn L. Farrell | | | | | — | | | | | | — | | | | | | 56,067 | | | | | | 56,067 | | | | | | * | | | | Erin N. Kane | | | | | — | | | | | | — | | | | | | 27,099 | | | | | | 27,099 | | | | | | * | | | | Sean D. Keohane | | | | | — | | | | | | — | | | | | | 26,403 | | | | | | 26,403 | | | | | | * | | | | Sandra P. Rogers | | | | | — | | | | | | 378 | | | | | | 5,046 | | | | | | 5,424 | | | | | | * | | | | Guillaume Pepy | | | | | — | | | | | | — | | | | | | 1,395 | | | | | | 1,395 | | | | | | * | | | | Directors, nominees and executive officers as a group (19 persons) | | | | | 639,449 | | | | | | 847,470 | | | | | | 3,449,254 | | | | | | 4,936,174 | | | | | | 3.04% | | |
| 2024 Proxy Statement | *
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.
| 28 | (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, 2022,
|
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 April 3, 2024 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 | | | | Denise Dignam | | | | | 18,434 | | | | | | — | | | | | | 61,815 | | | | | | 80,249 | | | | | | * | | | | | Kristine M. Wellman | | | | | 19,866 | | | | | | — | | | | | | 47,789 | | | | | | 67,655 | | | | | | * | | | | | Alvenia Scarborough | | | | | 14,823 | | | | | | — | | | | | | 31,754 | | | | | | 46,577 | | | | | | * | | | | | Curtis V. Anastasio | | | | | — | | | | | | 3,500 | | | | | | 67,697 | | | | | | 71,197 | | | | | | * | | | | | Alister Cowan | | | | | — | | | | | | — | | | | | | 2,652 | | | | | | 2,652 | | | | | | * | | | | | Mary B. Cranston | | | | | 2,834 | | | | | | — | | | | | | 71,083 | | | | | | 73,917 | | | | | | * | | | | | Dawn L. Farrell | | | | | 4,543 | | | | | | — | | | | | | 66,348 | | | | | | 70,891 | | | | | | * | | | | | Pamela F. Fletcher | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | Erin N. Kane | | | | | — | | | | | | — | | | | | | 39,928 | | | | | | 39,928 | | | | | | * | | | | | Sean D. Keohane | | | | | 5,858 | | | | | | — | | | | | | 33,129 | | | | | | 38,987 | | | | | | * | | | | | Guillaume Pepy | | | | | — | | | | | | — | | | | | | 12,272 | | | | | | 12,272 | | | | | | * | | | | | Sandra P. Rogers | | | | | — | | | | | | 378 | | | | | | 16,213 | | | | | | 16,591 | | | | | | * | | | | | Mark E. Newman(4) | | | | | 73,044 | | | | | | 168,276 | | | | | | 746,997 | | | | | | 988,317 | | | | | | * | | | | | Jonathan Lock(5) | | | | | 24,759 | | | | | | — | | | | | | 89,184 | | | | | | 113,943 | | | | | | * | | | | | Sameer Ralhan(6) | | | | | 320,749 | | | | | | — | | | | | | — | | | | | | 320,749 | | | | | | * | | | | | Edwin Sparks(7) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | | | | Susan Kelliher(8) | | | | | 84,073 | | | | | | — | | | | | | 165,384 | | | | | | 249,457 | | | | | | * | | | | | Directors, nominees and (17 persons) executive officers As a group | | | | | 122,078 | | | | | | 3,878 | | | | | | 582,594 | | | | | | 708,550 | | | | | | 0.47% | | |
*
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 April 3, 2024, through the exercise of stock options or through the conversion of stock units held under the Company’s equity-based compensation plans. (4)
Mr. Newman resigned from his officer and director positions with the Company, effective as of March 22, 2024. (5)
Mr. Lock is on administrative leave. (6)
Mr. Ralhan resigned from his officer position with the Company, effective as of June 19, 2023. (7)
Mr. Sparks resigned from his officer position with the Company, effective as of March 31, 2023. (8)
Ms. Kelliher resigned from her officer position with the Company, effective as of October 1, 2023. | | 23
Security Ownership of 5% Beneficial Owners
| Based solely on the information filed on Schedule 13G for the fiscal year ended December 31, 2021, the following table sets forth those shareholders who beneficially own more than five percent of Chemours common stock.
| Name and Address of Beneficial Owner | | | Number of Shares
Beneficially Owned | | | Percent of Class(5) | | The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355 | | | | | 16,327,974 | | | | | | 10.14% | | | BlackRock, Inc(2),
55 East 52nd Street
New York, NY 10055 | | | | | 14,015,490 | | | | | | 8.70% | | | FMR LLC(3)
245 Summer Street
Boston, MA 02210 | | | | | 13,964,251 | | | | | | 8.67% | | | Sessa Capital(4),
888 Seventh Avenue, 30th Floor
New York, NY 10019 | | | | | 8,193,436 | | | | | | 5.09% | | |
| (1)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 11, 2022, The Vanguard Group reported that it had shared voting power with respect to 99,015 shares, sole dispositive power with respect to 16,097,978 shares, and shared dispositive power with respect to 229,996 shares as of December 31, 2021.
| 2024 Proxy Statement | (2)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 3, 2022, BlackRock, Inc. reported that it had sole voting power with respect to 13,260,466 shares and sole dispositive power with respect to 14,015,490 shares as of December 31, 2021.
| (3)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 9, 2022, FMR LLC reported that it had sole voting power with respect to 447,527 shares and sole dispositive power with respect to 13,964,251 shares as of December 31, 2021.
| 29 | (4)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 14, 2022, Sessa Capital reported that it had sole voting power with respect to 8,193,436 shares, and sole dispositive power with respect to 8,193,436 shares as of December 31, 2021
(5)
Ownership percentages based on 161,046,732 shares outstanding as of December 31, 2021.
|
Security Ownership of Certain Beneficial Owners and Management(continued) SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS The following table sets forth, as of December 31, 2023, information regarding ownership of Chemours common stock by any entity or person, to the extent known by us or ascertainable from public filings, that is the beneficial owner of more than five percent of the common stock. | | NAME AND ADDRESS OF BENEFICIAL OWNER | | | NUMBER OF SHARES
BENEFICIALLY OWNED | | | PERCENT OF
CLASS(4) | | | | BlackRock, Inc(1),
50 Hudson Yards
New York, NY 10001
55 East 52nd Street | | | | | 16,512,174 | | | | | | 11.1% | | | | | FMR LLC(2)
New York, NY 10055
245 Summer Street
Boston, MA 02210 | | | | | 16,443,585 | | | | | | 11.1% | | | | | The Vanguard Group(3)
100 Vanguard Blvd.
Malvern, PA 19355 | | | | | 16,028,054 | | | | | | 10.8% | | |
(1)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on January 24, 2024, BlackRock, Inc. reported that it had sole voting power with respect to 15,889,853 shares and sole dispositive power with respect to 16,512,174 shares as of December 31, 2023. (2)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 9, 2024, FMR LLC reported that it had sole voting power with respect to 16,287,179 shares and sole dispositive power with respect to 16,443,585 shares as of December 31, 2023. (3)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 13, 2024, The Vanguard Group reported that it had shared voting power with respect to 50,650 shares, sole dispositive power with respect to 15,836,334 shares, and shared dispositive power with respect to 191,720 shares as of December 31, 2023. (4)
Ownership percentages based on 148,587,397 shares outstanding as of December 31, 2023. | | 24
| | EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
| 2024 Proxy Statement | Name | | | Position | | 30 | | Mark Newman | | | President and Chief Executive Officer (July — December) | | Mark Vergnano | | | President and Chief Executive Officer (January — June) (retired July 2021) |
Executive Compensation COMPENSATION DISCUSSION AND ANALYSIS Executive Officers for Fiscal Year 2023 This CD&A primarily focuses on the compensation of our NEOs for fiscal year 2023. The table below represents our NEOs for fiscal year 2023 and their respective titles at the end of fiscal year 2023: | | Denise Dignam(1) | | | President, Titanium Technologies | | | | Kristine Wellman | | | Senior Vice President, General Counsel and Corporate Secretary | | | | Alvenia Scarborough | | | Senior Vice President, Corporate Communications and Chief Brand Officer | | | | Susan Kelliher | | | Former Senior Vice President, People | | | | Sameer Ralhan | | | Former Senior Vice President, Chief Financial Officer | | | | Edwin Sparks | | | Former President, Titanium Technologies and Chemical Solutions | | | | Mark Newman(2) | | | President and Chief Executive Officer | | | | Jonathan Lock(3) | | | Senior Vice President, Chief Financial Officer | | Edwin Sparks | | | President, Titanium Technologies and Chemical Solutions (March — December) |
(1)
Ms. Dignam is the CEO of the Company as of March 22, 2024. (2)
Mr. Newman resigned from his officer and director positions with the Company, effective as of March 22, 2024. (3)
Mr. Lock is on administrative leave as of February 28, 2024. This Compensation Discussion and Analysis is organized into six sections: | | 1. | | | 2. | | | 3. | | | 4. | | | 5. | | | 6. | | | | Executive Summary | | | Executive Compensation Philosophy and Pay-for- Performance | | | Executive Compensation Decision Making | | | 2023 Executive Compensation Highlights | | | Company Sponsored Employee Benefits | | | Other Compensation Matters | |
| | | | | 2024 Proxy Statement | | | 31 | | David Shelton | | | Senior Vice President, General Counsel and Corporate Secretary | | Susan Kelliher | | | Senior Vice President, People | | Bryan Snell | | | President, Titanium Technologies (retired July 2021) | |
This Compensation, Discussion and Analysis is organized into five sections:
•
Executive Summary
•
Executive Compensation Philosophy and Pay-for-Performance
•
Executive Compensation Decision Making
•
2021 Executive Compensation
•
Company Sponsored Employee Benefits
Executive Summary
2021 Business Highlights
In 2021, our business performance rebounded from pandemic lows in 2020 to robust pre-pandemic levels. As part of our continued transformation since spin, we accelerated a number of strategic initiatives designed to improve growth, drive higher quality earnings and cash, reduce risk for our business, and improve the long-term sustainability and performance of Chemours. In addition, we continue to exercise a balanced approach to capital allocation to ensure that cash flow generation funds investments in the capital programs needed to grow and improve the returns of the business long-term. We returned the majority of our free cash flow to shareholders through our dividend and share repurchases while reducing gross debt.
Our 2021 Results include:
•
Net Sales of $6.3 billion, up 28% on a year-over-year basis
•
GAAP Net Income of $608 million with EPS of $3.60 up $2.28 year-over-year
•
Adjusted Net Income of $674 million with Adjusted EPS of $4.00 up $2.02 year-over-year
•
Adjusted EBITDA of $1,313 million, up 49% on a year-over-year basis
•
Free Cash Flow of $543 million
•
Repurchased $173 million in stock, paid $164 million in dividends and reduced debt by $204 million
•
Reduced net leverage to 1.8 times on a trailing twelve-month Adjusted EBITDA basis
•
Achieved a 35% stock price appreciation in 2021 and a 5-year TSR of 80%
•
Improved employee and contractor safety performance with zero workplace COVID-19 recordable incidents
Connected to our strong financial results, we achieved a number of important strategic milestones in 2021 that helped drive results and improve our focus on sustainable growth, including:
•
Demonstrating the value of our Ti-Pure™ Value Stabilization (TVS) strategy by regaining market share among multinational competitors, optimizing channel participation, and building a strong contractual book of business with key global strategic customers.
|
Executive Summary Introduction This Compensation Discussion and Analysis (“CD&A”) provides a description of the executive compensation received by our Named Executive Officers (“NEOs”) for fiscal year 2023. Overview of Board Actions The primary focus of this CD&A is to detail the executive compensation program and decisions made by our Compensation and Leadership Development Committee for fiscal year 2023. However, as described in the summary section of this proxy statement, in the first quarter of 2024 the Board conducted an internal review overseen by the Audit Committee with the assistance of independent outside counsel. On February 28, 2024, the Board placed two NEOs, in addition to one other member of senior management, on administrative leave and appointed an interim CEO — Denise Dignam — and an interim CFO — Matthew Abbott. Ms. Dignam was subsequently appointed President and Chief Executive Officer on March 22, 2024. As the Company has communicated publicly, the scope of the Audit Committee’s internal review, which was conducted with the assistance of independent outside counsel, included the processes for reviewing reports made to the Chemours Ethics Hotline, the Company’s practices for managing working capital, including the related impact on metrics within the Company’s incentive plans, certain non-GAAP metrics included in filings made with the SEC or otherwise publicly released, and related disclosures. Specifically, payable and receivable timing actions engaged in by members of senior management who were placed on administrative leave impacted free cash flow targets at the end of relevant periods. Free cash flow metrics are included in executives’ incentive plans — particularly in the AIP and historically as one metric in PSUs granted in 2021 and 2022. However, in the first quarter of 2023, the CLDC revised the performance metrics applicable to PSUs granted under the LTIP. For the 2023-2025 PSUs granted in March of 2023, the CLDC increased the emphasis on stock price performance through a relative total stockholder return metric and removed free cash flow conversion as a metric for the PSUs. The CLDC, with the assistance of its independent compensation consultant, is engaged in a comprehensive evaluation of metrics for fiscal year 2024 with respect to both cash and equity incentive compensation programs. While this evaluation is not yet completed, cash flow remains an important measure of Company performance, and the CLDC expects updated cash flow metrics to include average monthly outcomes over the performance period rather than being measured at a fiscal year end. Additional detail on actions taken to date by the Board and its committees, along with further plans and a commitment to continued transparency on these topics, can be found in the proxy summary. As mentioned, the actions engaged in by the senior management team members placed on administrative leave impacted metrics within the Company’s incentive plans. As a result of this, the CLDC worked closely with the Audit Committee throughout its internal review, primarily to understand how any actions engaged in by the members of senior management placed on administrative leave impacted performance against free cash flow metrics. For the performance periods ended December 31, 2023, the Board and CLDC determined the calculation of free cash flow metrics used for incentive compensation determinations by taking into account the net impact of the working capital actions discussed in this proxy statement, which reduced the payouts for incentive compensation tied to those metrics for all NEOs. Further, the Board and CLDC exercised full negative discretion for the former Chief Executive Officer and former Chief Financial Officer resulting in no annual or long-term incentive compensation payouts for those officers for the performance periods ended December 31, 2023. Specifically: —
Negative Discretion for AIP: The CLDC and the Board applied full negative discretion to reduce the 2023 AIP awards for the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock to $0. —
Negative Discretion for PSUs: The CLDC and the Board applied full negative discretion to determine that the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock would receive no payouts for the 2021-2023 PSU awards. | | 25 | | | 2024 Proxy Statement | | | 32 | |
Executive Summary(continued) 2023 Business Highlights 2023 was a challenging year for Chemours as the Company faced a challenging market environment and experienced lower year-over-year volumes in our Titanium Technologies (TT) business and the Advanced Materials portfolio of Advanced Performance Materials (APM). This was partially offset by stronger volumes and pricing in Thermal & Specialized Solutions (TSS). While unfavorable factors impacted financial performance, Chemours continued to execute against its business priorities, and remains focused on delivering superior long-term shareholder returns. The Company has delivered above-median total shareholder returns in the last three-year period compared to its compensation peer group. Our 2023 results include: ■
Net Sales of $6.0 billion, down (11%) year-over-year ■
Net Loss of $(238) million with EPS1 of $(1.60), down $(5.25) year-over-year ■
Adjusted Net Income of $425 million with Adjusted EPS1 of $2.82, down $(1.84) year-over-year ■
Adjusted EBITDA of $1.01 billion, down 25% year-over-year ■
Operating Cash Flow of $556 million and capital expenditures of $370 million ■
Solid Net Sales growth and double-digit Adjusted EBITDA growth in TSS ■
APM Net Sales declined, partially offset by double-digit Net Sales growth in APM’s Performance Solutions portfolio ■
Achieved more than $50 million in cost savings in 2023 under Titanium Technologies Transformation Plan ■
Returned $218 million to shareholders — $149 million in dividends and $69 million in share repurchases ■
Total shareholder return of 26.5% over the last three years ■
In addition to our financial performance, Chemours achieved a number of important milestones, including: •
Announced development of two-phase immersion cooling product: Opteon™ 2P50 •
Completed sale of Glycolic Acid business, net cash proceeds of $138 million at low double -digit multiples •
ARCH2 hydrogen hub granted U.S. Department of Energy award, with Chemours as a project partner •
Agreed in principle to comprehensively resolve all drinking water claims related to PFAS of a defined class of U.S. public water systems, together with Corteva and DuPont •
Announced settlement agreement with State of Ohio to resolve PFAS-related claims •
Maintained its Great Place to Work® certification in all existing countries and became certified in 5 additional countries in 2023 Of the Company’s three business segments, TT faced the most challenging market environment, with an extended market downcycle and higher input costs leading to revenues declining 21% to $2.7 billion and Adjusted EBITDA decreasing 52% to $290 million. TT launched its transformation plan to deliver cost-savings, drive margin improvement over time, and better position the business in key markets and regions. As part of these actions, we made the difficult decision to close our titanium dioxide (TiO2) manufacturing facility in Kuan Yin, Taiwan and take other efficiency measures to streamline and optimize our operations. We achieved approximately $50 million in cost savings in 2023 from these actions, and are on track to take at least another $125 million of cost out of the business in 2024. While we expect a market recovery to be gradual, our focus on cost-efficiency and productivity will position our TT business well in 2024 and beyond. 1
Earnings per share (EPS) on diluted basis
| | | | | 2024 Proxy Statement | | | 33 | |
Executive Summary(continued) We delivered a strong year in our TSS business. TSS continued to execute well against the secular growth opportunity in low Global Warming Potential (GWP) product adoption around the world, driven by our Opteon™ portfolio of products. This success is attributable in part to the regulatory frameworks promoting the use of low GWP refrigerants, foaming agents and propellants in our primary North American and European markets. For the full year, Net Sales increased 8% to $1.8 billion, and Adjusted EBITDA improved 14% to $685 million. The work by TSS with equipment OEMs is also driving energy savings in the cold chain and greater adoption of heat pumps to complement increased electrification of both stationary and electric vehicle heating applications. To meet the growing demand for Opteon™ products, we are planning to complete a 40% expansion in Opteon™ YF capacity at our Corpus Christi, Texas facility as a key step in supporting an expectation of mid-to-high single-digit revenue growth in TSS through the end of this decade. Beyond this planned expansion, the TSS team demonstrated its continued commitment to delivering market-driven innovation with the announcement of Opteon™ 2P50, a new heat-transfer fluid for two-phase immersion cooling (2-PIC). As the world enters a new era of computing power driven by artificial intelligence, Opteon™ 2P50 can help revolutionize how we reduce the energy consumption required to cool data centers and nearly eliminate cooling water use in these facilities. We continue to advance toward market launch for late 2025 or 2026, pending regulatory approvals and other commercialization activities. APM Net Sales declined 11% to $1.4 billion and Adjusted EBITDA decreased 26% to $273 million driven by contrasting trends between the Advanced Materials (AM) and Performance Solutions (PS) portfolios. AM sales, which are more exposed to economically sensitive end markets, were down 20%; PS sales, which are being driven by growth in high-value clean energy and advanced electronics end markets, increased 11%. Our PS performance was limited in 2023 due to capacity constraints, which will remain until we receive the necessary permits to expand production. To address our capacity constraints and meet our customers’ needs, we are stepping up our investment in Nafion™ membranes for the hydrogen economy and Teflon™ PFA for semiconductor infrastructure. This includes the planned Nafion™ expansion announced for our Villers-Saint-Paul facility in France and the expansion of our PFA production capabilities, key for semiconductor manufacturing, at our Washington Works facility in Parkersburg, West Virginia. We are taking these steps to meet growing demand while investing in strict emissions control and end-of-life management to uphold our leadership in responsible manufacturing of these essential chemistries. Sustainability is integral to Chemours’ strategy and vision. Our products are essential to modern life and to the new, green economy, with technologies that will enable decarbonization, electrification and a cleaner world depending on our chemistries. We are also committed to responsible manufacturing and this year, with the release of our sixth annual Sustainability Report, we showed significant and steady progress on our goals — including emissions reductions. As a company, we’ve achieved a 30% reduction in Scope 1 and 2 greenhouse gas (GHG) emissions since 2018 — reaching the halfway point of our 2030 goal to reduce absolute GHG emissions from operations by 60%. We’re also proud to have achieved a 53% reduction in total process fluorinated organic chemical (FOC) emissions to air and water — surpassing the halfway point to our 2030 goal of a 99% reduction. And beyond our sites, we are committed to a more sustainable supply chain where we have assessed the sustainability performance of 81% of our suppliers by spend and they have demonstrated a 24% improvement. Note: Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures. Please refer to the appendix for a reconciliation of these non-GAAP measures from the most directly comparable GAAP measure. | | • | | | 2024 Proxy Statement | | | 34 | |
Executive Summary(continued) EXECUTIVE COMPENSATION PHILOSOPHY The objectives of Chemours’ executive compensation philosophy are rooted in: ■
Promoting a culture that aligns executive interests with those of our shareholders and to the Company’s strategic and financial priorities that drive shareholder value. ■
Providing a competitive Total Direct Compensation (TDC) opportunity designed to attract, retain, and motivate high- performing executive talent. These objectives are achieved through fixed and variable compensation elements. The CLDC determines the appropriate balance between these elements in setting the TDC opportunity for executives. | | ELEMENT | | | PURPOSE AND KEY FEATURES | | | | Base Salary | | | ■
Driving enhanced customer focus, accountability and transparency through the formation of our Thermal & Specialized Solutions (TSS) and Advanced Performance Materials (APM) segments, which were previously part of our Fluoroproducts Segment. These new segments are poised to capture secular growth trendsSalary paid in low global warming potential refrigerants, clean energy and advanced electronics.cash
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Significantly de-risking the company by signingProvides a Memorandumstable source of Understanding (MOU) with DuPont de Nemours, Inc. (DuPont), E. I. du Pont de Nemoursincome and Company (EID), and Corteva, Inc. (Corteva), which providesis a cost sharing mechanism and escrow account for usestandard element in resolving legacy PFAS liabilities. This resolved a long-standing dispute with our former parent that brought additional certainty to the organization and its shareholders and will benefit all our stakeholder communities. This agreement was a significant result for Chemours in 2021.executive compensation packages
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The successful transition of our Chief Executive Officer from Mark P. Vergnano to our Chief Operating Officer, Mark E. Newman, with full support and guidance from our Board as part of a well-defined and executed long-term succession plan.Compensates for expected day-to-day contribution
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The divestiture of our Mining Solutions business to Draslovka Holding a.s. for $521 million on December 1, 2021, which generated significant proceeds and which will support our increased focus in our key businesses going forward.Supports equitable pay practices
Despite the headwinds and supply chain challenges of 2021, many of which were COVID-19 related, Chemours’ actions and the efforts of its leadership team delivered strong operating performance across our business segments.
In our Titanium Technologies (TT) segment, we achieved market momentum through strong customer preference for our Ti-PureTM products and the supply and pricing assurances afforded through our TVS channels. We achieved 40% revenue growth in the year driven by volume and price increases in our contracted, Flex and distribution channels, which resulted in significant revenue share gains against our multinational competitors. We exited 2021 with what we believe is the strongest book of contracted business in our history, a recognition of the customer value proposition our TVS strategy delivers.
In our Thermal & Specialized Solutions (TSS) segment, volume and price increased as demand rebounded across our key markets, despite demand weakness in auto OEM sales driven by semiconductor shortages. Favorable product mix and execution helped to offset headwinds from raw material inflation and contractual price reductions. Adoption of Opteon™ low global warming potential refrigerants remained strong, driven by the economic recovery and a continued recognition of the importance of Chemours’ climate friendly chemistries which are being supported by changing regulations and equipment OEM adoption around the world.
In our Advanced Performance Materials (APM) segment, we delivered record Net Sales and Adjusted EBITDA performance as the recovery bolstered demand for our fluoropolymers and our efficiency programs enabled significant margin expansion. Pricing actions across 2021 helped to offset raw material inflation throughout the year. Sales performance was strong across all end markets and geographies. We continue to invest behind key growth areas including clean energy (such as our Nafion™ membranes) and advanced electronics (such as our PFA melt products) and believe we are in the early stages of significant secular growth in these markets where our chemistry remains essential.
In our Chemical Solutions segment, demand recovered from 2020 lows resulting in higher price and volumes across the segment. Demand for our Mining Solutions and PC&I products improved across most geographies and end markets. In December 2021, we sold our Mining Solutions business for $521 million to Draslovka Holding a.s. as part of our strategy to focus on sustainable growth in our key businesses.
Adjusted EBITDA, Adjusted EPS, Adjusted Net Income, Free Cash Flow and Net Leverage Ratio are non-GAAP financial measures. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” starting on page 67 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for a reconciliation of Adjusted EBITDA, Adjusted EPS, Adjusted Net Income, Free Cash Flow and Net Leverage Ratio to the most directly comparable GAAP measure.
In 2021, we made significant progress on our Corporate Responsibility Commitment (CRC) goals — our 10 ambitious goals designed to demonstrate our commitment to an Evolved Portfolio, Shared Planet and Inspired People. Of note, we enhanced our Climate Goal to achieve a 60% reduction in Scope 1 & 2 GHG emissions by 2030 and to achieve Net Zero by 2050.
Finally, Chemours was recognized as a certified Great Place To Work™ in a number of geographies — including Mexico, China, and Spain. These recognitions are the steps in our journey to becoming the greatest place to work and to ensure that Chemours has the best talent pipeline to continue to thrive over the long term.
2021 Executive Compensation Highlights
Chemours’ Executive pay programs are highly performance-based, with payouts under both the short-term and long-term incentive programs dependent on meeting financial and operational objectives over various performance periods. In recognition of exceptional performance in 2021, the Company as a whole and all business units achieved overall results that were well above target for our
| | | | Annual Incentive Plan (AIP). However, the 2019-2021 Long-Term Incentive Plan delivered PSU equity awards at 50% of target value because Chemours’ Relative TSR modifier was in the 4th quartile of TSR performance. | | | ■
Named Executive Officer (NEO) CompensationCash incentive earned and awarded annually
2021 was
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Creates a year of significant change amongst the Chemours Executive team. Mark Newman assumed the President and CEO role following the retirement of Mark Vergnano on July 1, 2021. We were pleased to execute our succession plan for this position promoting Mr. Newman to this role. Additionally, Edwin Sparks assumed a new leadership role for our Titanium Technologies (TT) business on March 1, 2021, succeeding Bryan Snell who went on special assignment prior to his retirement on July 2, 2021. Once again, we were pleased to follow our succession plan for the role promoting this highly talented Executive. While not currently NEOs, it is worth mentioning the promotion of Alisha Bellezza (Thermal & Specialized Solutions — TSS) and Denise Dignam (Advanced Performance Materials — APM) to Business Unit Presidents in March. We are proud to, once again, have followed our talent and succession plan to elevate these key executives to these roles. Their promotions further diversify our leadership team, which now includes four (4) women in key executive leadership positions.
Aligned to these new and expanded responsibilities, the following adjustments were made to executive compensationvariable incentive opportunity as a result of the above changes, market conditions, and our continued focus on retaining our top talent.
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Mark Newman’s compensation was adjusted to reflect his promotion to President and CEO as of July 1st. His compensation was recommended by the Compensation and Leadership Development Committee (CLDC) and was approved by the Board of Directors with the support of the independent compensation consultant Willis Towers Watson (WTW). The Board considered Mr. Newman’s experience as well as the compensation provided to chief executive officers of our peers. Effective July 1, 2021, Mr. Newman’s base salary was increased to $975,000, his Annual Incentive Plan target increased to $1,170,000 (120% of base salary) and his long-term incentive target increased to $4,300,000. He received a grant upon promotion in the amount of $1,400,000 in recognition of his partial year as CEO in 2021. The grant amount was calculated using the annual grant target for the CEO role based on a partial year in position and factoring in the grant he received in March 2021 related to his prior role as chief operating officer. Accordingly, the Equity vehicles for this grant aligned with the annual grant process: 50% PSUs, 40% NQSOs and 10% RSUs. Mr. Newman’s full year Total Direct Compensation (TDC = base salary plus short term and long term incentive targets) at target is now $6,445,000.
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In early 2021, Sameer Ralhan’s base salary, short-term and long-term incentive target opportunities were adjusted. The CLDC believed these changes were appropriate after a careful review of 2020 performance, internal equity, his expanded job responsibilities to include IT and Procurement, and compensation paid by our peers for executives in comparable roles. As a result, Mr. Ralhan’s 2021 base pay increased to $625,000 and his short-term incentive target to $500,000 (80% of base salary) and his long-term incentive target to $1,200,000. These changes increased his Total Direct Compensation at target to $2,325,000.
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In early 2021, Edwin Sparks’ long-term incentive target was adjusted. This adjustment further aligned Mr. Sparks’ compensation to what is paid by industry peers to executives in comparable roles, while also recognizing his leadership of the Titanium Technologies and Chemical Solutions Business Units. Mr. Sparks’ long-term incentive target increased $100,000 to $900,000. This increased his Total Direct Compensation at target to $1,862,500.
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Mr. Vergnano, Mr. Shelton, Ms. Kelliher and Mr. Snell’s Total Direct Compensation remained unchanged in 2021.
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Mr. Vergnano retired from the organization as of July 1, 2021. Consistent with the Board’s rigorous talent and succession planning process, he was succeeded by Chief Operating Officer, Mr. Newman. At that time, Mr. Vergnano assumed the role of Chairman of the Board and served until year end 2021. Mr. Vergnano is not standing for reelection to the Board. For purposes of determining the Annual Incentive Plan award, full fiscal year Corporate performance was used to determine a prorated award. His stock options and restricted stock units continued to vest in accordance with the terms of our award agreements. Mr. Vergnano’s Performance Stock Units were prorated as if he were employed through December 31, 2021. The CLDC determined this treatment was appropriate in light of Mr. Vergnano’s continued role with the company, his support of the CEO transition process, and his performance during his tenure as CEO.
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The CLDC assessed the milestone of achieving a long-term agreement with DuPont, EID, and Corteva on PFAS liabilities and determined that the reward for this accomplishment did not fit within the parameters of the current compensation system, which is primarily focused on short and medium term financial metrics that impact the Company’s performance. The CLDC determined that the agreement reduced uncertainty for shareholders and other stakeholders. After extensive analysis of practical ways to reward management for such an accomplishment, the Committee determined that one-time grants for the Mr. Vergnano and Mr. Shelton were in order. Given the long-term impact of this agreement, typical financial parameters could not be used practically to reflect the outcome of this agreement on the future success of Chemours. Mr. Vergnano received a one-time grant of RSUs with a grant date fair value of $1,000,000, which vests equally over three years, and Mr. Shelton received a one-time grant of RSUs with a grant date fair value of $500,000, which vests equally over three years.
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Bryan Snell retired from the organization as of July 2, 2021. He was afforded the standard plan provisions as reflected in our incentive plans and form of award agreements. Mr. Snell’s Annual Incentive Plan was paid on a prorated basis at 100% of target. Mr. Snell received an additional $290,000 in stock options as part of the annual compensation process in recognition of the value created by the Ti Pure ™ Value Stabilization (TVS) strategy, the expected long-term future improvement in business results from the implementation of that strategy change starting in 2019, and the work he did to ensure a timely transition to his successor. His stock options and restricted stock units continued to vest in accordance with the terms of our award agreements. Mr. Snell’s Performance Stock Units were treated in accordance with our plan provisions. The target shares have been prorated based on the number of calendar days he worked during the performance period.
Mr. Snell was offered and accepted a consulting arrangement with us from July 3, 2021 through December 31, 2021 for which he earned $18,333.33 per month. Mr. Snell consulted based on his expertise related to TVS, which was launched under his leadership. He also provided insights on key TT global accounts. Additionally, Mr. Snell agreed to a two-year non-compete agreement under which he may be paid a total of $600,000, payable in two equal installments between January 31, 2022 and January 31, 2023.
Annual Incentive Plan (AIP)
The Compensation and Leadership Development Committee (CLDC or the Committee) modified the short-term incentive plan for 2021 to ensure that management’s incentives were aligned with emerging important business metrics. The plan maintained a strong focus on key Corporate and Business Unit measures, but the mix of Corporate and Business Unit metrics shifted slightly with the addition of Environmental, Social and Governance (ESG) metrics. For executives designated as corporate employees, the metrics were weighted 85% for the Corporate metrics and 15% for ESG metrics; executives assigned to business units have metrics weighted 20% for Corporate metrics, 65% for Business Unit metrics, and 15% for ESG metrics. The plans were also adjusted to recognize the organizational split of the Fluoroproducts segment into the Advanced Performance Materials (APM) and the Thermal & Specialized Solutions (TSS) segments.
For Chemours as a whole, the financial metrics remained focused on Free Cash Flow and Adjusted EBITDA as management and the CLDC believe these measures reinforce the importance of earnings and cash generation to the achievement of Chemours’ objectives, as well as their importance to shareholders. Likewise, the focus for the business units remained on Adjusted EBITDA and Free Cash Flow. Additionally, the CLDC approved specific Business Unit metrics to reinforce their importance to each business unit. Specifically, TT continued to have a market share target, TSS had a special Opteon™ variable contribution target, and APM had a revenue target. Consistent with our bold Corporate Responsibility Commitments, the CLDC approved introducing Environmental,
Social and Governance (ESG) metrics representing 15% of the plan design. Specifically, we introduced both gender diversity and environmental project metrics. Gender diversity was assigned a 9% weight, while the environmental projects metric was assigned a 6% weight.
2021 AIP Results
As documented in the Business Highlights summary, Chemours achieved outstanding outcomes in 2021. The business success translated into a high-level achievement against our Adjusted EBITDA and Free Cash Flow metrics and the business advanced well ahead of results in 2020. Both at the Corporate and business unit level, financial metric performance was above 100% of target. For our ESG metrics, the Company achieved maximum performance on the environmental projects but failed to meet the threshold for increasing the percentage of women in the Company. The overall result was annual incentive achievement that exceeded 100% for the Company as a whole and for each of the business units. Specifically, the 2021 Chemours Corporate AIP payout was 179%, Titanium Technologies 178%, Thermal and Specialized Solutions 140%, Advanced Performance Materials 172%, and Chemical Solutions 127% of target.
2021 Long — Term Incentive Plan (LTIP)
The CLDC also approved minor plan design changes to the Long-Term Incentive Plan for 2021. The LTIP award mix is 90% performance-based, consisting of PSUs and stock options, which increase in value when our share price increases above the share price on the date of grant. In 2021, the mix of equity award types was updated to include Restricted Stock Units with vesting tied to continued service and representing 10% of the long-term incentive mix. With this change, the new mix is 50% PSUs, 40% stock options and 10% RSUs. The CLDC approved this change because it provides a strong performance orientation with a balance of long-term retention of talent to drive the company strategy. The CLDC believes that this balance is optimal to drive long-term shareholder value and is aligned with competitive market practice. The change was verified as reflecting market practice by Willis Towers Watson, the CLDC’s independent compensation consultant.
The stock options and RSUs vest annually in three-equal installments from the date of grant.
Consistent with the 2020 PSUs, the PSUs are earned based on performance over a three-year performance period, reflecting the long-term nature of the awards. The performance metrics used in the 2021 PSU awards remained Adjusted Net Income and Free Cash Flow Conversion, which were equally weighed. Relative Total Shareholder Return (Relative TSR) remained a modifier, ranging from 50% to 150% based on relative stock performance to our selected peers.
2019- 2021 PSU Award Results
The overall performance result for the 2019 — 2021 PSU Award was 50% of target. The achievement for this award was based on pre-established three-year cumulative targets for Adjusted Net Income and Free Cash Flow Conversion. These metrics were equally weighted in the plan. Adjusted Net Income, which was unfavorably impacted by the market share loss from the Ti-PureTM Value Stabilization (TVS) implementation in 2019 and significant demand contraction in all businesses from the COVID-19 pandemic in 2020, did not reach the
threshold for payment, which resulted in no award for this metric. Free Cash Flow Conversion exceeded the maximum of the target range, which resulted in a 200% award for this metric. The blended outcome for the performance achievement for these metrics was 100%.
Under the 2019 — 2021 PSU Award, performance results were subject to adjustment by a Relative TSR modifier over the three-year performance period. Over the three-year period ending December 31, 2021, Chemours delivered Relative TSR below the 25th percentile for the peer group described in the section titled, “2019 — 2021 PSU Award Results,” resulting in the number of PSUs earned being reduced by 50%.
Executive Compensation Governance and Best Practices
Chemours’ executive compensation policies and practices demonstrate a commitment to strong governance standards and include features designed to mitigate compensation-related risks. The table below highlights the key features of Chemours’ executive compensation programs and those features that Chemours does not employ:
What Chemours Does | | | What Chemours Doesn’t Do | | ☑
Pay-for-performance
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Provide income tax gross-ups, other than for international assignment and / or relocation
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Deliver total direct compensation predominantly through variable pay
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Re-price underwater stock options
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Set challenging short- and long-term incentive award goals
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Allow hedging, pledging, short sales, derivative transactions, margin accounts or short-term trading
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Target pay and benefits to market competitive levels
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Have a liberal share recycling provision in our equity plan
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Maintain robust stock ownership requirements
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Provide single tigger change in control
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Maintain a clawback policy for incentive-based compensation
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Annually review the constituents of Compensation and Performance peer groups and adjust as appropriate
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Undertake an annual review of compensation risk
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Offer limited perquisites
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Regularly review compensation, especially incentive compensation to ensure continued alignment with Chemours’ strategy
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2021 “Say on Pay” Vote Result
At Chemours’ 2021 Annual Meeting, shareholders approved the Company’s “Say-on-Pay” proposal with 94% of the votes cast in supportportion of the executive compensation program. The Compensation and Leadership Development Committee is committed to regularly reviewing the program in the context of Chemours’ compensation philosophy and will continue to consider shareholder input in evaluating executive compensation program design and decisions.
Executive Compensation Philosophy and Pay-for-Performance
Executive Compensation Philosophy
The objectives of Chemours’ executive compensation philosophy are rooted in:
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Promoting a performance-based culture that strongly links executive rewards to shareholder interests and to the Company’s strategic and financial goalspackage
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ProvidingReinforces and rewards executives for delivering key business goals that are aligned with driving shareholder value
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Pays only when minimum performance criteria are met, and increases payout levels with higher performance results ■
Primarily focuses on quantitative metrics but includes qualitative metrics when appropriate ■
Includes a competitive totalmix of corporate and business segment metrics | | | | Long-Term Incentive Plan (LTIP) | | | ■
Long-term equity-based incentives earned and awarded periodically in various forms of equity: PSUs, PSOs, NQSOs, and/or RSUs ■
Creates a compensation opportunity designed to attract, retain, and motivate high-performing executive talentaligned with the interests of our shareholders ■
Provides incentive to achieve sustained performance and growth over a long time periodThese objectives are achieved through fixed and variable compensation elements. The Compensation and Leadership Development Committee determines the appropriate balance between these elements in setting the Total Direct Compensation (TDC = base salary, plus short term and long term incentive targets) opportunity for executives. The Compensation Philosophy was reviewed and approved with no modifications by the Committee mid-year.
Element | | | Purpose and Key Features | | Base Salary | | | ➢
Salary paid in cash
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Provides a stable source of income and is a standard element in executive compensation packages
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Compensates for expected day to day contribution
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Supports equitable pay practices
| | Annual Incentive Plan (AIP) | | | ➢
Cash incentive earned and awarded annually
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Creates a variable incentive opportunity as a portion of the executive compensation package
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Reinforces and rewards executives for delivering key business goals which are short term in nature
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Pays only when minimum performance criteria are met and pays above market when target performance criteria are exceeded
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Focuses on quantitative metrics but includes qualitative metrics when appropriate
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Includes a mix of corporate and business unit metrics.
| | Long-Term Incentive Plan (LTIP) | | | ➢
Long-term equity-based Incentives earned and awarded periodically in various forms of equity: RSUs, PSUs, and/or Stock Options
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Creates a compensation opportunity aligned with the interests of our shareholders
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Provides incentive to achieve sustained performance and growth
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Rewards executives for delivering total shareholder return | |
| | 31 | | | 2024 Proxy Statement | | | 35 | |
Executive Summary(continued) EXECUTIVE COMPENSATION GOVERNANCE AND BEST PRACTICES Chemours’ executive compensation policies and practices demonstrate a commitment to strong governance standards and include features designed to align the interests of executives with the long-term interests of our shareholders. Policies and governance provisions help mitigate compensation-related risks and enable the CLDC discretion to adjust compensation packages as appropriate to protect shareholders’ interests. The table below highlights the key features of Chemours’ executive compensation programs and those features that Chemours does not employ: | | WHAT CHEMOURS DOES | | | WHAT CHEMOURS DOESN’T DO | | | | ☑
Pay-for-performance | | |
Provide income tax gross-ups, other than for international assignment and / or relocation | | | | ☑
TABLE OF CONTENTSDeliver total direct compensation predominantly through performance-based pay | | | The Committee believes that aligning executive incentive payouts with Chemours’ performance outcomes is critical for shareholders. Accordingly, the targets under the annualRe-price underwater stock options
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Set challenging short- and long-term incentive programs represent rigorous performance expectations that are aligned toaward goals | | | Allow hedging, pledging, short and long-term financial and strategic goals.sales, derivative transactions, margin accounts or short-term trading | | | | ☑
To reinforce Chemours’ pay-for-performance philosophy, the Total Direct Compensation program for executives emphasizes at-risk incentiveTarget pay and therefore, fluctuates with financial results andbenefits to market competitive levels
| | | Have a liberal share recycling provision in our equity plan | | | | ☑
Maintain robust stock price. This approach aligns the pay outcomes of executives with Company performance and shareholder interests. The charts that follow illustrate the percentage of target pay at-riskownership requirements | | | Provide single trigger change in control | | | | ☑
Maintain a clawback policies for the CEO and other NEOs on average.incentive-based compensation ![[MISSING IMAGE: tm223616d1-bc_ceoneo4clr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-032911/tm223616d1-bc_ceoneo4clr.jpg) | | | CEO Pay for PerformanceOffer excessive perquisites
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The chart below demonstratesBoard and CLDC have the relationship between Messrs Newman and Vergnano’s pay and Chemours’ TSR from 2016 through 2021. Target and Realizable Pay for 2016 through 2020 reflect CEO pay during Mr. Vergnano’s tenure. Target Pay refersright to the target pay plan approved by the Board for base salary, annual incentive, and equity awards. Realizable Pay is defined as actual W-2 base salary, actual annual incentive payment for performance in that year (paid in following year), and the value of granted equity awards at the end of each year. Stock options are valued based on the in-the-money value of options granted during that year (the spread between end-of-year stock price and grant price). Performance Share Units (PSUs) are valued based on the number of PSUs awarded during that year (i.e. target number of PSUs), valued at the stock price at the end of the year.
Target and Realizable Pay for 2021 is a calculated representation of Mr. Newman’s annual compensation as President and CEO for the full year. Target Pay includes target base salary, annual incentive target and equity award target as if Mr. Newman had been President and CEO the full year (see footnote 1 detailed calculation). In order to fairly represent CEO Realizable Pay in 2021, we made calculations with the assumption of what Mr. Newman would have received had he been in the President and CEO role for the full year and for equity used the value at grant for the awards granted in 2021(see footnote 2 detailed calculation). Based on that assumption, Mr. Newman’s full year base salary reflects what was approved in July 2021. The annual incentive amount was determined using his target bonus as CEO and the funding based on actual company performance. The equity award amount reflects the awards he received in March 2021 in the regular compensation cycle and the grant awarded at the time of his promotion in July 2021, according to the equity program approved for 2021 (50% PSUs, 40% stock options, and 10% RSUs). All equity amounts reflect the value as granted.
CEO Pay vs. Performance
(1)
2021 Target Payexercise negative discretion
| | | | | | | •
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Mark Newman’s Total DirectAnnually review the constituents of Compensation upon his promotion to Presidentpeer group and CEO. Base Salary $975,000, Short-term Incentive target $1,170,000, and Long-term Incentive target $4,300,000adjust as appropriate
| | | | | | | (2)
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2021 Realizable PayUndertake an annual review of compensation risk
| | | | | | | •
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Mr. Newman’s Base Salary reflects his base salary at target at the time of his promotion ($975,000).Regularly review compensation, especially performance-based compensation to ensure continued alignment with Chemours’ strategy
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Mr. Newman’s earned short-term incentive represents full year achievement at CEO base salary and bonus target multiplied by Corporate bonus achievement of 179%. ($975,000 x 120% x 179% = $2,094,000).
| •
Mr. Newman’s realizable equity is represented by his actual grant value in 2021. This includes the March equity value of $1,500,000 plus the July equity value of $1,400,000 = $2,900,000.
| | | |
ALIGNING THE INTERESTS OF EXECUTIVES AND SHAREHOLDERS We believe the structure of our compensation program motivates executives in a manner that aligns their interest with those of our shareholders. The vast majority of target pay is at risk for our executives. For the portion of compensation that is at risk, we believe the strategic and financial goals that we select in our compensation program are important factors for the success of our business and thus our ability to drive long-term shareholder value. We also include relative TSR in our long-term incentive plan to reward outperformance relative to peers over a sustained time period. The total direct compensation (TDC) for executives places greater weight on at-risk incentive pay and, therefore, fluctuates with business results and stock price. Annually, the CLDC reviews performance against the plan’s targets to determine the compensation awarded to executives. The following chart illustrates the percentage of target pay at-risk for the CEO and other NEOs on average in the 2023 compensation plan. | | 33 | | | 2024 Proxy Statement | | | 36 | |
Executive Summary(continued) Our incentive plan design reinforces these beliefs. The 2023 AIP was tied to our performance against financial and sustainability (previously ESG) metrics. The plan design focused NEOs on execution, delivering for our customers, operating with efficiency and sustainably. The primary metrics in the plan were Adjusted EBITDA and Free Cash Flow — two factors that are closely linked to the long-term growth of Chemours and thus the value of our shareholders’ investment. Additionally, the plans reinforced our focus on growth maintaining revenue in both the TSS and APM AIPs and multinational corporations (MNC) market share in the TT AIP. As disclosed in our Annual Report, the CLDC is revising key metrics used in the determination of executive and employees’ incentive compensation starting in 2024. The 2023-2025 Long-Term Incentive Plan (LTIP) was enhanced by design changes to the equity awards granted in March of 2023. The 2023 LTIP awards included Performance Stock Options (PSOs), which were granted with an exercise price that was 10% higher than the Company’s stock price on the date of the grant, and as such, the Company’s stock price must increase more than 10% before the PSOs have any realizable value. In addition, the three year performance metrics for the 2023-2025 PSUs were also redesigned by enhancing the weighting of the Adjusted Net Income metric to 60% (from 50%) and using a relative TSR metric for the remaining 40% (versus free cash flow conversion as the 40% with a relative TSR modifier in the plan). The CLDC enhanced the LTIP design to balance the need to drive long-term performance and retain key executives. Including relative TSR in this manner also more directly allows the CLDC to reward performance relative to our peers, which supplements absolute TSR as a holistic reflection of management’s long-term performance. The 2023 LTIP awards remained heavily performance-weighted (75%) including PSUs, PSOs, and NQSOs delivering value to our executives only if we deliver long-term shareholder value. 2023 “Say on Pay” Vote Result At Chemours’ 2023 Annual Meeting, shareholders approved the Company’s “Say on Pay” proposal with 96% of the votes cast in support of the executive compensation program. The CLDC takes pride in consistently receiving high support for the Company’s “Say on Pay” and is committed to regularly reviewing the program in the context of Chemours’ executive compensation philosophy and will continue to consider shareholder input in evaluating program design and decisions.
| | | | | 2024 Proxy Statement | | | 37 | |
Executive Summary(continued) 5 Years of “Say on Pay” | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | | 95% | | | 94% | | | 94% | | | 95% | | | 96% | |
2023 Executive Compensation Highlights Named Executive Officer (NEO) Changes When analyzing executive compensation for 2023, shareholders should be aware of the following changes to Named Executive Officers in 2023: ■
Denise Dignam assumed the role of President of the Titanium Technologies business segment in March 2023 after replacing Edwin Sparks in the role. ■
Jonathan Lock became the Chief Financial Officer in June 2023, replacing Sameer Ralhan in the role. ■
Kristine Wellman completed her first full year as the General Counsel and Corporate Secretary. Additionally, during 2023, Ms. Wellman assumed responsibility for Corporate Sustainability. ■
Susan Kelliher retired from leading the People function on October 1, 2023. Ron Charles has since assumed this role. 2023 Annual Incentive Plan (AIP) Design The CLDC maintained its focus on aligning the AIP with shareholders’ interests. The AIP focused the organization on Adjusted EBITDA and Free Cash Flow. Management and the CLDC believe these measures reinforced the importance of earnings and cash generation to the achievement of Chemours’ objectives, as well as their importance to shareholders. Additionally, consistent with the Company’s Corporate Responsibility Commitment goals (CRC), the CLDC continued to include sustainability metrics in the plan and evaluated the best metrics to drive progress against the Company’s CRC goals. In 2023, gender diversity and a success measure for a critical greenhouse gas (GHG) emissions reporting system implementation continued to be focus areas. Additionally, the CLDC added a metric related to energy efficiency. The maximum bonus opportunity for the NEOs remained 200%. 2023 AIP Results As documented in the “2023 Business Highlights”, 2023 was a challenging year for Chemours as we experienced ongoing lower demand and higher input costs in the year for multiple of our businesses. Of our three business segments, our Titanium Technologies (TT) segment faced the most challenging market environment, with an extended market downcycle and higher input costs, which led to revenues declining by 21% to $2.7 billion and a corresponding 52% reduction in Adjusted EBITDA to $290 million. Our Thermal & Specialized Solutions (TSS) business segment continued to execute well against its secular growth opportunity of low Global Warming Potential (GWP) product adoption around the world. This success is attributed in part to the regulatory frameworks promoting the use of low GWP refrigerants, foaming agents and propellants in our primary North American and European markets. Our APM business segment experienced a 20% Net Sales decline on the one hand in the Advanced Materials portfolio, which is more exposed to economically sensitive end markets, while seeing 11% Net Sales growth in our Performance Solutions portfolio, driven by increased growth in high-value end markets like clean energy and advanced electronics. Overall, the challenges our teams faced during the year in our TT and APM segments impacted our ability to achieve some AIP metrics at target. Further, the CLDC adjusted the calculation of Free Cash Flow (as defined below) for purposes of the AIP determination to take into account the working capital timing actions. The business segment results reflect the impact of the respective working capital timing actions for each particular segment. This calculation reduced the payout for incentive compensation tied to Free Cash Flow to $0 for all NEOs. As a result, the Corporate AIP achievement was 23.1%. The AIP outcome for each of the business segments reflected their business results achieving TT 46.8%, TSS 104.6%, and APM 23.1% of overall targeted AIP metrics. The business segment results reflect the impact of the respective working capital timing actions as applicable to each particular segment. | | Executive Compensation Decision Making | | | 2024 Proxy Statement | | | 38 | |
Executive Summary(continued) After measuring outcomes of the AIP as described above, the CLDC and the Board applied full negative discretion to reduce the 2023 AIP outcome to 0% for each of Mr. Newman and Mr. Lock. | | 2023 Performance Against AIP Targets with Pay Scale Applied | | | | | |
2023-2025 Long-Term Incentive Plan (LTIP) Design The 2023-2025 Long-Term Incentive Plan (LTIP) was enhanced by design changes to the equity awards granted in March of 2023. The 2023 LTIP awards included Performance Stock Options (PSOs), which were granted with an exercise price that was 10% higher than the Company’s stock price on the date of the grant, and as such, the Company’s stock price must increase more than 10% before the PSOs have any realizable value. In addition, the three-year performance metrics for the 2023-2025 PSUs were also redesigned by enhancing the weighting of the Adjusted Net Income metric to 60% (from 50%) and using a relative TSR metric for the remaining 40% (versus free cash flow conversion as the 40% with a relative TSR modifier in the plan). With the inclusion of PSOs, the plan had four equally weighted components, which are PSUs, PSOs, NQSOs, and RSUs. PSUs, PSOs, and NQSOs link the NEOs’ reward to achievement of key financial and business objectives and appreciation in share price (75% performance based). RSUs encourage retention and mitigate some risk as an inherently less volatile equity vehicle, with some value based on continued employment, while maintaining alignment with shareholders since each RSU has the same value as a share of our common stock. The PSOs, NQSOs, and RSUs vest annually in three equal installments from the date of grant. The CLDC believes this balance helps reward and retain the Company’s critical executive talent. The PSUs are earned based on performance over a three-year performance period. The performance metrics used in the 2023-2025 PSU awards are Adjusted Net Income (60%) and rTSR (40%). Using rTSR as a plan metric is a change from prior years when rTSR was a modifier on stock performance relative to the compensation peer group. The CLDC felt adjusting rTSR to a metric (which replaced the Free Cash Flow Conversion metric) would maintain focus on this critical performance metric while reducing its potential influence on PSU outcome. Additionally, the CLDC approved the use of “bridge grants,” which are equity grants made to NEOs when an off cycle (outside of annual planning in Q1) increase to an NEO’s LTIP target is approved — often as a result of an individual being promoted or taking on significant new responsibilities. The intent of the equity grant is to “bridge” the incremental difference between the executive’s previous and new LTIP targets. Bridge grants were made to Mr. Lock and Ms. Dignam associated with their promotions. Additionally, Ms. Wellman received a bridge grant related to her increased responsibility for the Corporate Sustainability function which resulted in an increase to her LTIP target. The bridge grants are prorated based on the month of the change to the NEO’s LTIP target and were made in the form of RSUs with a three-year graded vesting. | | | | | 2024 Proxy Statement | | | 39 | |
Executive Summary(continued) 2021-2023 PSU Award Results The achievement for the 2021-2023 PSU award was based on pre-established three-year cumulative targets for Adjusted Net Income and Free Cash Flow Conversion. Those metrics were equally weighted in the plan. Adjusted Net Income results were above target, with an achievement of 149% of target. The CLDC adjusted the calculation of Free Cash Flow to take into account the working capital timing actions. Accordingly, the CLDC determined that Free Cash Flow Conversion achievement was below threshold performance and as such, for this component of the LTIP, there was a 0% outcome with respect to this metric. Based on the equal weighting of those metrics, the blended outcome was 74% of the target PSU award. The 2021-2023 PSU awards also contained a relative TSR (rTSR) modifier, under which the final level of achievement could be increased or decreased based on Chemours rTSR compared to the peer group. Over the 2021-2023 three-year period, execution on our long-term strategy resulted in Chemours achieving rTSR at the 67th percentile of the peer group, which placed Chemours in the top third of peer group companies. As a result, pursuant to the terms of the PSU awards the 2021-2023 PSU awards vested at the achievement level of 93% of target. The CLDC and the Board applied full negative discretion to determine that Mr. Newman and Mr. Lock would receive no payouts for the 2021-2023 PSU awards. | | | | | 2024 Proxy Statement | | | 40 | |
Executive Compensation Decision Making Compensation Decision Making Responsibilities The CLDC applies the following factors to guide executive compensation decisions: ■
Alignment of executives’ interests with shareholders ■
Strategic needs of the Company ■
Market pay levels for equivalent roles ■
Industry dynamics The table below summarizes oversight responsibilities and participation in executive compensation decisions: | | | | | | | | | Compensation and Leadership Development Committee applies the following factors to guide | | | ■
Establish executive compensation decisions: •
Company performance and strategic objectivesphilosophy
•
■
Independent external market dataApprove incentive compensation programs and determine performance expectations for AIP and LTIP
•
■
Economic environmentReview, discuss, and approve recommendations for all compensation actions for the chemicals industryNEOs, other than the CEO, including base salary, AIP targets and actual payouts, and LTIP targets, grants and earned awards
The table below summarizes oversight responsibilities■
Recommend to the independent directors of the Board compensation actions for the CEO, including base salary, AIP targets and participation in executive compensation decisions: | Compensation and Leadership Development Committee | | | ➢
Establish executive compensation philosophy
➢
Approve incentive compensation programs and determine performance expectations for short-term and long-term incentive programs
➢
Approve all compensation actions for the NEOs, other than the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentiveactual payouts, and LTIP targets, grants and earned awards
➢
Recommend to the independent directors of the Board compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
| | | All Independent Board Members | | | ➢
Assess performance of the CEO
➢
Approve all compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
| | | Chief Executive Officer | | | ➢
Provide compensation recommendations for the NEOs (other than the CEO) to the Compensation and Leadership Development Committee, which considers these recommendations as part of its evaluation. However, review, analysis, and final approval of compensation actions are made solely by the Compensation and Leadership Development Committee
➢
Recommendations are based on the CEO’s personal review of each NEOs performance, job responsibilities, and importance to the Company’s overall business strategy, as well as the Company’s compensation philosophy
➢
In preparing compensation recommendations for the NEOs, the CEO and the SVP, People compare each key element of compensation provided to the NEOs to market data and consider the total compensation package
➢
In consultation with the Chief Financial Officer, recommends incentive measures and performance expectations
| | | Independent Consultant to the Compensation and Leadership Development Committee | | | ➢
Provide independent advice, research, and analytical services on a variety of subjects, including compensation of executive officers and executive compensation trends
➢
Participate in meetings as requested and communicate with the Chair of the Compensation and Leadership Development Committee between meetings
➢
Evaluate executive compensation policies and guidelines and provide analysis of policies and guidelines compared to best practices in the industry
➢
Engaged by, and reports directly to the Compensation and Leadership Development Committee
| |
| | | All Independent Board Members | | | ■
Assess performance of the CEO■
Approve all compensation action for the CEO, including base salary, AIP targets and actual payouts, and LTIP targets, grant and earned awards | | | | Chief Executive Officer | | | ■
Provide compensation recommendations for NEOs (other than the CEO) to the CLDC; review, analysis, and final approval of compensation actions are made solely by the CLDC ■
Make recommendations based on the CEO’s personal review of each NEO’s performance, job responsibilities, and importance to the Company’s overall business strategy, as well as the Company’s executive compensation philosophy ■
In consultation with the CFO, after receiving detailed research and recommendations from an independent compensation consultant, recommend AIP and LTIP metrics and targets to the CLDC | | | | Independent Compensation ConsultantThe to the Compensation and Leadership Development Committee has engaged Willis Towers Watson (WTW)
| | | ■
Provide independent advice, research, and analytical services on a variety of subjects, including compensation of executive officers and executive compensation trends ■
Lead discussions with management and the Board in determining metrics and play a significant role in determining the definition of metrics and targets ■
Participate in meetings as its independentrequested and communicate with the CLDC Chair between meetings ■
Evaluate executive compensation consultant since April 2017. WTW ispolicies and guidelines and provide analysis compared to best practices in the industry ■
Is engaged by, and reports directly to, the CLDC which may replace the firm or hire additional consultants at any time. The CLDC and the other independent directors of Chemours’ Board are the sole decision makers for compensation of executive officers. The Committee has assessed the independence of Willis Towers Watson based on NYSE Listing Standards and SEC rules and concluded that its work does not raise any conflict of interest. WTW
| |
Independent Compensation Consultant The CLDC has retained Farient Advisors (Farient) as its independent compensation consultant to advise on executive compensation matters. Farient provides a variety of consulting services to the CLDC. These services include but are not limited to, advising on market pay practices and compensation best practices, providing competitive pay reviews, reviewing our executive compensation philosophy, reviewing the disclosure of the executive compensation programs in the Committee. These services include but are not limited to, benchmarking market pay practices, sharing compensation best practices, providing competitive pay reviews, supporting the review of the Executive Compensation Philosophy, reviewing the disclosure of the Executive compensation programs in this proxy statement, sharing market trends, opining on incentive plan design and target setting, recommending compensation peer group(s) and providing legislative and regulatory updates. During fiscal year 2023, Farient did not perform any services for Chemours other than advising on executive compensation and non-employee director compensation under its engagement by the CLDC, and the CLDC determined that Farient was independent and that its engagement did not present any conflicts of interest. Peer Group Selection and Competitive Positioning
In making compensation decisions, the CLDC considers competitive market data from a compensation peer group of companies as one of several reference points. Compensation peer group data is supplemented with broader chemical industry and general industry data. The selection of the compensation peer group is composed of publicly-traded U.S. based companies with similar scale (generally 0.25x to 4x on market capitalization), revenue (generally 0.5x to 2x), industry, and business characteristics reflecting Chemours’ current state as well as its business direction.
The CLDC reviews the composition of the compensation peer group annually to ensure that it remains suitable and appropriate. With the assistance of its independent compensation consultant, the Committee conducted a review of the peer group mid-year. The Committee determined that the peer group remained suitable and appropriate. It was approved with no changes from the previous year.
For compensation decisions made in 2021, the compensation peer group consisted of the following companies:
| | | | | 2024 Proxy Statement | | | 41 | |
Executive Compensation Decision Making(continued) Compensation Peer Group Selection and Competitive Positioning In making compensation decisions, the CLDC considers competitive market data from a compensation peer group of companies as one of several reference points. Compensation peer group data is supplemented with broader chemical and general industry data. The CLDC reviews the composition of the compensation peer group annually to ensure that it remains suitable and appropriate for benchmarking pay and performance. The compensation peer group is composed of publicly-traded U.S. based companies with similar scale, revenue (generally 0.25x to 4x), commodity, diversified and specialty chemicals industries, and business characteristics reflecting Chemours’ current state and strategic direction. Market pay data are adjusted using regression to reflect Chemours’ relative scale. Thus, data from organizations that are smaller or larger than Chemours are adjusted to better reflect market conditions given the Company’s size. Based on the above criteria, the CLDC chose not to make a change to the compensation peer group, with the exception of removing Venator as the company experienced bankruptcy during the year. Removing Venator from our peer group had little impact on the executives’ market pay positions. The group consists of the following companies: | | | | | | | | | Albemarle Corporation | | | Element Solutions Inc. | | | | Avient Corporation | | | H.B. Fuller Company | | | | Axalta Coating Systems Ltd. | | | Huntsman Corporation | | | | Cabot Corporation | | | Olin Corporation | | | | Celanese Corporation | | | Trinseo PLC | | | | Dupont de Nemours, Inc. | | | Tronox Holdings PLC | | | | Eastman Chemical Company | | | Westlake Corporation | | | Ashland Global Holdings Inc. | | | PPG Industries, Inc. |
| | | | | 2024 Proxy Statement | | | 42 | | | Avient Corporation | | | RPM International Inc. |
2023 Executive Compensation Highlights BASE SALARY AND PERFORMANCE TARGET OPPORTUNITIES FOR NEOS The below information reflects the components of the total direct compensation opportunity for our NEOs for the 2023 performance year as compared to the 2022 performance year. For information on the compensation awarded to our NEOs for the 2023 performance period, please see the “2023 Outcomes” section below. Mark Newman — President and CEO — Target Total Direct Compensation In early 2023, Mark Newman’s compensation was adjusted to reflect his impact as the President and CEO in 2022 and further aligned his compensation to the market median in accordance with the Company’s executive compensation philosophy. His compensation was recommended by the CLDC, with the support of the Committee’s independent compensation consultant and was approved by the Board of Directors in the first quarter of 2023. Mr. Newman’s base salary ($1,000,000) and target bonus opportunity ($1,300,000) remained unchanged from the previous year. His target LTIP award opportunity increased to $6,000,000. The LTIP award was granted in March in accordance with our annual grant practices. Mr. Newman’s full year total direct compensation at target, which consists of base salary and AIP target and LTIP target opportunities (TDC) was $8,300,000 in 2023. | | | | | 2022 | | | 2023 | | | | Base Salary | | | $1,000,000 | | | $1,000,000 | | | | Target AIP Opportunity | | | $1,300,000 (130% of salary) | | | $1,300,000 (130% of salary) | | | | Target LTI Opportunity (Grant Value) | | | $5,100,000 | | | $6,000,000 | | | | Target Total Direct Compensation | | | $7,400,000 | | | $8,300,000 | |
2023 Base Salaries of the Other Named-Executive Officers (NEOs) Base salaries for the NEOs are intended to be competitive with the market and attract and retain the executive talent needed to successfully execute on our strategy. The CLDC reviews base salaries for NEOs annually in the first quarter. The NEOs’ base salaries reflect the scope of their responsibilities, experience, performance, and external market competitiveness. Base salaries represented approximately 28% of overall compensation in 2023. Mr. Lock’s and Ms. Dignam’s base salaries were increased in conjunction with their promotions in 2023. Additionally, after considering external market pay data, internal pay equity, and performance, the CLDC approved a base salary increase for Ms. Wellman to $500,000 (an increase of 11%). Ms. Scarborough, Ms. Kelliher, and Messrs. Ralhan’s and Spark’s base salaries remained unchanged. | | NEO | | | BASE SALARY
AS OF DECEMBER 31,
2022 | | | BASE SALARY
AS OF DECEMBER 31,
2023 | | | | Jonathan Lock(1) | | | | $ | 425,000 | | | | | $ | 600,000 | | | | | Denise Dignam(2) | | | | $ | 465,000 | | | | | $ | 550,000 | | | | | Kristine Wellman | | | | $ | 450,000 | | | | | $ | 500,000 | | | | | Alvenia Scarborough | | | | $ | 350,000 | | | | | $ | 350,000 | | | | | Susan Kelliher | | | | $ | 425,000 | | | | | $ | 425,000 | | | | | Sameer Ralhan(3) | | | | $ | 625,000 | | | | | $ | 625,000 | | | | | Edwin Sparks(3) | | | | $ | 575,000 | | | | | $ | 575,000 | | |
(1)
Mr. Lock was promoted to Chief Financial Officer effective June 6, 2023. His base salary was increased at the time. (2)
Ms. Dignam was promoted to Business Unit President for TT effective April 1, 2023. Her base salary was increased at the time. (3)
Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023. The base salary displayed in the December 31, 2023 column is the base salary as of the day they left the organization. | | | | | 2024 Proxy Statement | | | 43 | | | Axalta Coating Systems Ltd. | | | The Sherwin-Williams Company |
2023 Executive Compensation Highlights(continued) Annual Incentive Plan (AIP) Chemours’ AIP is designed to reward executives for achieving and exceeding annual performance goals. Under the AIP, each NEO has a target annual incentive opportunity, expressed as a percentage of base salary. Incentive targets are determined based on the CLDC’s review of compensation peer group practices, chemical industry data from proprietary third-party surveys, and the position and scope of responsibilities of each NEO. Incentive targets are reviewed annually in the first quarter of the year. Mr. Lock’s target bonus opportunity was increased in conjunction with his promotion to 75%. Additionally, after considering external market pay data, internal pay equity, and performance, the CLDC approved target bonus opportunity increases for Mses. Wellman and Kelliher to 70%. All other NEOs’ AIP targets remained unchanged for 2023. The following table summarizes 2023 AIP target percentages: | | NEO | | | BONUS TARGET
AS OF DECEMBER 31,
2022 | | | BONUS TARGET
AS OF DECEMBER 31,
2023 | | | | Jonathan Lock(1) | | | 50% | | | 75% | | | | Denise Dignam | | | 75% | | | 75% | | | | Kristine Wellman | | | 65% | | | 70% | | | | Alvenia Scarborough | | | 50% | | | 50% | | | | Susan Kelliher | | | 65% | | | 70% | | | | Sameer Ralhan(2) | | | 80% | | | 80% | | | | Edwin Sparks(2) | | | 75% | | | 75% | |
(1)
Mr. Lock was promoted to Chief Financial Officer effective June 6, 2023. His target bonus was increased at the time. (2)
Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023. The target bonus displayed in the December 31, 2023 column is the target bonus as of the day they left the organization. Incentive Formula Actual annual incentive awards for NEOs in 2023 were determined using the formulas shown below. The calculation of award payments for each NEO was determined based on Chemours’ financial and sustainability performance or a combination of Chemours’ financial and sustainability performance and business segment financial performance. There is no individual performance component for NEOs in the AIP. The CLDC may only use its discretion to reduce the amount earned. The AIP awards for Messrs. Newman and Lock, Ms. Wellman, Ms. Scarborough and Ms. Kelliher were determined as follows: The AIP award for Ms. Dignam was determined as follows: (1)
Chemours Company-wide metrics. Mr. Ralhan was assigned to this plan prior to his departure from the organization. (2)
Ms. Dignam’s results were specific to the APM business segment for the first quarter and TT for the remainder of the year. Mr. Sparks was assigned to this plan (TT) prior to his departure from the organization. | | | | | 2024 Proxy Statement | | | 44 | |
2023 Executive Compensation Highlights(continued) Performance Measures The CLDC maintained its focus on aligning management’s incentive to the interests of the shareholders. The CLDC approved the plan design that focused the organization on Adjusted EBITDA and Free Cash Flow. Management and the CLDC believe these measures reinforced the importance of earnings and cash generation to the achievement of Chemours’ objectives, as well as their importance to shareholders. Additionally, consistent with the Company’s bold Corporate Responsibility Commitment (CRC) goals, the CLDC continued to include sustainability metrics in the plan and evaluated the best metrics to drive progress against the Company’s CRC goals. In 2023, gender diversity and a success measure for a critical greenhouse gas (GHG) emissions reporting system implementation continued to be focus areas. Additionally, the CLDC added a metric related to energy efficiency. The maximum bonus opportunity for the NEOs remained 200% in 2023. The following reflects the weightings for each metric: | | Cabot Corporation | | | Trinseo S.A. | | | Celanese Corporation | | | Tronox Limited | | | Eastman Chemical Company | | | Venator Materials PLC | | | Huntsman Corporation | | | Westlake Chemical Corporation | |
Chemours generally targets the market median for total direct compensation including each element of compensation for senior officers and NEOs. Ultimately, the Committee has the flexibility to pay above or below the market median based on a variety of factors including an executive’s scope of responsibility, experience level, the critical need for retention, sustained performance over time, potential for advancement as part of key succession planning processes, and other unique factors.
2021 Executive Compensation
The following section reflects the promotion of Mr. Newman to CEO in July and the retirement of Mr. Vergnano at that time. We were pleased to have executed our succession plan for this position. The information presented for Mr. Newman reflects his role as Senior Vice President and Chief Operating Officer and his accession to President and CEO. Mr. Vergnano’s information reflects his compensation prior to his retirement in July, recognition for his role in the settlement with DuPont, EID, and Corteva, and his support for the CEO transition through the balance of 2021. His target compensation displays what would have been his full-year compensation opportunity.
2021 CEO Compensation Highlights
Mark NewmanCHEMOURS — President and CEO
Mr. Newman’s compensation was adjusted to reflect his promotion to President and CEO as of July 1, 2021. With the support of the independent compensation consultant, the CLDC recommended and the Board of Directors
approved adjustments to Mr. Newman’s compensation. Mr. Newman’s base salary was increased to $975,000, his short-term incentive target increased to $1,170,000 (120% at target) and his long-term incentive target increased to $4,300,000. Mr. Newman’s Total Direct Compensation (TDC = base salary, plus short term and long term incentive targets) was $6,445,000.
The Board considered the following factors when determining his compensation:
•
Overall experience in the role
•
Mr. Newman’s individual performance
•
Compensation provided to CEOs of peer organizations
| | | | 2020(1) | | | 2021 | | | Base Salary | | | $700,000 | | | $975,000 | | | Target AIP Opportunity | | | $630,000 (90% of salary) | | | $1,170,000 (120% of salary) | | | Target LTI Opportunity (Grant Value) | | | $1,500,000 | | | $4,300,000 | | | Target Total Direct Compensation | | | $2,830,000 | | | $6,445,000 | |
(1)
2020 compensation reflects Mr. Newman’s previous role as Senior Vice President and Chief Operating Officer.
Mr. Newman’s actual 2021 short-term incentive award earned was $1,611,000. This amount reflects a blend of incentive targets from his time as the Senior Vice President and Chief Operating Officer and President and CEO. The company’s performance was applied to the blended incentive target to determine his final AIP payment. In 2021, Mr. Newman’s total long-term incentive opportunity was delivered in PSUs, stock options, and RSUs, as described above.
In conjunction with his promotion to President and CEO, Mr. Newman was awarded $1,400,0001 in equity awards on July 1, 2021, representing a prorated portion of his increased Long Term Incentive Target for 2021. The grant amount was calculated using the annual grant target for the CEO role based on a partial year in position and factoring in the grant he received in March 2021 related to his prior role as Chief Operating Officer. The Equity vehicles aligned with the annual grant process were: 50% PSUs, 40% NQSOs and 10% RSUs. The Number of PSUs and RSUs were determined by dividing the target value by the closing price for the Chemours common stock on grant date and rounding down to the nearest whole share. The closing price of Chemours common stock was $35.46 on July 1, 2021. The number of stock options awarded was determined based on the Black-Scholes value. The Black-Scholes value of an option was $16.14 on July 1,2021. The exercise price of the options was equal to the closing price of Chemours common stock on the grant date at $35.46.
1 Mr. Newman’s prorated grant was determined based on the following: $1,500,000/2 (annual grant in March) = $750,000 (equity target for the first half of the year). $4,300,000/2 (LTI target for the second half of the year) = $2,150,000. Blended annual LTI target = $750,000 + $2,150,000 = $2,900,000. The prorated portion of the target remaining to grant to Mr. Newman based on the blended annual target therefore is $2,900,000 — $1,500,000 = $1,400,000.
Mark Vergnano — Former President and CEO
Prior to Mr. Newman’s accession to President and CEO role, Mr. Vergnano held this role. In early 2021, the CLDC reviewed and recommended to the Board of Directors no adjustment to Mr. Vergnano’s compensation. This recommendation was approved by the Board of Directors at that time.
| | | | 2020 | | | 2021 | | | Base Salary | | | $1,050,000 | | | $1,050,000 | | | Target AIP Opportunity | | | $1,365,000 (130% of salary) | | | $1,365,000 (130% of salary) | | | Target LTI Opportunity (Grant Value) | | | $5,600,000 | | | $5,600,000 | | | Target Total Direct Compensation | | | $8,015,000 | | | $8,015,000 | |
Mr. Vergnano’s actual 2021 short-term incentive award earned in 2021 was $1,221,675, which is reflective of his time in role and the company performance outcomes. In 2021, Mr. Vergnano’s total long-term incentive opportunity was delivered in PSUs, stock options and RSUs, as described above. Additionally, Mr. Vergnano
received a one-time grant of $1,000,000 RSUs, which vests equally over three years, in recognition of his effort and success with the strategic legal settlement between Chemours, EID, DuPont, and Corteva. The largest portion of Mr. Vergnano’s equity allocation remains performance based even when considering the aforementioned RSU grant.
2021 Base Salaries of the Other NEOs
Base salaries for the NEOs are intended to be competitive with the market to attract and retain the executive talent needed to successfully execute our strategy. The Committee reviews base salaries for NEOs annually. Our NEOs’ base salaries reflect the scope of responsibilities, experience, achievement of individual strategic objectives, and external market competitiveness. Base salaries represent a small portion of overall compensation.
In early 2021, after considering external market pay data, internal equity and performance, the Committee approved a base salary increase for Mr. Ralhan to $625,000 (an increase of 8.7%). No other adjustments were approved for the NEOs, other than as noted above for Mr. Newman.
| NEO | | | Base Salary
as of December 31,
2020 | | | Base Salary
as of December 31,
2021 | | | Sameer Ralhan | | | | $ | 575,000 | | | | | $ | 625,000 | | | | David Shelton | | | | $ | 500,000 | | | | | $ | 500,000 | | | | Edwin Sparks | | | | $ | 550,000 | | | | | $ | 550,000 | | | | Susan Kelliher | | | | $ | 425,000 | | | | | $ | 425,000 | | | | Bryan Snell(1) | | | | $ | 550,000 | | | | | $ | 550,000 | | |
(1)
Mr. Snell’s 2021 base salary reflects his full year rate of base salary when he retired.
Annual Incentive Plan (AIP)
Chemours’ annual incentive plan (AIP) is designed to reward executives for achieving and exceeding annual financial performance goals. Under the AIP, each NEO has a target annual incentive opportunity, expressed as a percentage of base salary. Incentive targets are determined based on the CLDC’s review of peer group practices, chemical industry data from proprietary third-party surveys, and the position and scope of responsibilities of each NEO. Incentive targets are reviewed annually in the first half of the year. The NEOs’ AIP target opportunity (as a percentage of salary) remained unchanged for 2021.
The following table summarizes 2021 AIP target percentages:
| NEO | | | Bonus Target
as of December 31,
2020 | | | Bonus Target
as of December 31,
2021 | | | Sameer Ralhan | | | | | 80% | | | | | | 80% | | | | David Shelton | | | | | 70% | | | | | | 70% | | | | Edwin Sparks | | | | | 75% | | | | | | 75% | | | | Susan Kelliher | | | | | 65% | | | | | | 65% | | | | Bryan Snell(1) | | | | | 75% | | | | | | 75% | | |
(1)
Mr. Snell’s 2021 bonus target reflects his full year opportunity at retirement.
Incentive Formula
Actual cash annual incentive awards for NEOs in 2021 were determined using the formulas shown below. The calculation of award payments for each NEO is determined based on Chemours’ financial performance or a combination of Chemours, Business Unit and ESG performance. There is no individual performance component for NEOs. The CLDC may use discretion to reduce payout.
AIP awards for Messrs. Newman, Vergnano, Ralhan, Shelton, Snell(3)Lock, Ms. Wellman, Ms. Scarborough and Ms. Kelliher are determined as follows:
The AIP award for(formerly Mr. Sparks is determined as follows (with the relevant Business Unit being Titanium Technologies)Ralhan)
(1)
| | | WEIGHT | | | | Chemours companywide metrics
(2)
Mr. Sparks’ Business Unit results are specific to the Titanium Technologies business.
(3)
In accordance with the plan terms and conditions, Mr. Snell received a prorated portion of his annual bonus opportunity at target at the time of his retirement.
Performance Measures
The Compensation and Leadership Development Committee (CLDC or the Committee) modified the short-term incentive plan for 2021 to ensure that management’s incentives were aligned with emerging important business metrics. The plan maintained a strong focus on key Corporate and Business Unit measures, but the mix of Corporate and Business Unit metrics shifted slightly with the addition of Environmental, Social and Governance (ESG) metrics. For executives designated as corporate employees, the metrics were weighted 85% for the Corporate metrics and 15% for ESG metrics; executives assigned to Business Units have metrics weighted 20% for Corporate metrics, 65% for Business Unit metrics and 15% for ESG metrics. The plans were also adjusted to recognize the organizational split of the Fluoroproducts segment into the Advanced Performance Materials (APM) and Thermal & Specialized Solutions (TSS) segments.
For Chemours as a whole, the metrics remained primarily focused on Free Cash Flow and Adjusted EBITDA as management and the CLDC believe these measures reinforce the importance of earnings and cash generation to the achievement of Chemours’ objectives, as well as their importance to shareholders. Likewise, the focus for the business units remained on Adjusted EBITDA and Free Cash Flow. Additionally, the CLDC approved specific Business Unit metrics to reinforce their importance to each business unit. Specifically, TT continued to have a market share target, TSS had a special Opteon™ variable contribution target, and APM had a revenue target.
| | | | | | | Chemours | | | Weight | | | Chemours ESGSustainability | | | 15.0% | | | | Chemours Free Cash Flow | | | 42.5% | | | | Chemours Adjusted EBITDA | | | 42.5% | | | | | | | | | Titanium Technologies | | | Weight | | | Chemours ESG | | | 15.0% | | | Chemours Free Cash Flow | | | 20.0% | | | Business Unit Free Cash Flow | | | 20.0% | | | Business Unit EBITDA | | | 20.0% | | | Business Unit |
| | TITANIUM TECHNOLOGIES — AIP for Ms. Dignam (Q2-Q4) (formerly Mr. Sparks) | | | WEIGHT | | | | Chemours Sustainability | | | 15.0% | | | | Chemours Free Cash Flow | | | 20.0% | | | | Business Segment Free Cash Flow | | | 20.0% | | | | Business Segment EBITDA | | | 20.0% | | | | Business Segment Market Share | | | 25.0% | | | | | | | | | Advanced Performance Materials | | | Weight | | | Chemours ESG | | | 15.0% | | | Chemours Free Cash Flow | | | 20.0% | | | Business Unit Revenue | | | 25.0% | | | Business Unit Free Cash Flow | | | 20.0% | | | Business Unit |
| | THERMAL AND SPECIALIZED SOLUTIONS | | | WEIGHT | | | | Chemours Sustainability | | | 15.0% | | | | Chemours Free Cash Flow | | | 20.0% | | | | Business Segment Revenue | | | 25.0% | | | | Business Segment Free Cash Flow | | | 20.0% | | | | Business Segment Adjusted EBITDA | | | 20.0% | | | | | | | | | Thermal and Specialized Solutions | | | Weight | | | Chemours ESG |
| | ADVANCED PERFORMANCE MATERIALS — AIP for Ms. Dignam (Q1) | | | WEIGHT | | | | Chemours Sustainability | | | 15.0% | | | | Chemours Free Cash Flow | | | 20.0% | | | | Business Segment Revenue | | | 25.0% | | | | Business Segment Free Cash Flow | | | 20.0% | | | | Business Segment Adjusted EBITDA | | | 20.0% | | | Business Unit Free Cash Flow | | | 35.0% |
| | | | | 2024 Proxy Statement | | | 45 | | | Opteon™ Variable Contribution Increase | | | 30.0% |
2023 Executive Compensation Highlights(continued) DEFINITIONS OF METRICS: —
Adjusted EBITDA was defined as income (loss) before income taxes excluding the following items: interest expense, depreciation and amortization; non-operating pension and other post-retirement employee benefit costs, which represents the components of net periodic pension costs and other post-retirement employee benefit costs, which represents the non-service cost component of net periodic pension (income) costs; exchange gains (losses) included in other income (expense), net; restructuring, asset-related, and other charges; gains (losses) on sale of businesses or assets; and, other items not considered indicative of ongoing operational performance and expected to occur infrequently during the Performance Period, including certain litigation related and environmental charges and Qualified Spend reimbursable by DuPont and/or Corteva as part of the Company’s cost-sharing agreement under terms of the MOU that were previously excluded from Adjusted EBITDA, which, for purposes of AIP, also excludes adjustments to income, expenses and losses not budgeted resulting from acquisitions, dispositions, regulatory actions and legal settlements. —
Free Cash Flow for compensation purposes is defined as cash flows provided by (used for) operating activities, less purchases of property, plant and equipment as shown in the consolidated financial statements of cash flows. The definition of business Free Cash Flow changed slightly from the previous year. Business Segment Free Cash Flow is more focused on core business activities and includes changes in working capital, prepayments and deferred planned major maintenance costs minus capital expenditures. —
Business Segment Free Cash Flow is defined as adjusted EBITDA plus changes in working capital, prepayments and deferred planned major maintenance costs minus capital expenditures. Working capital is defined as accounts receivable plus inventory minus accounts payable. Unknown impacts of changes to U.S. GAAP accounting and tax policy changes, or other items not considered indicative of ongoing operations during the performance period, including cash impact of unbudgeted items resulting from acquisitions, dispositions, regulatory actions, and legal settlements, will be excluded from this calculation. —
Business Segment Revenue was defined as sales to external customers as defined by Accounting Standards Codification (ASC) 606, revenue from contracts with customers. —
TT market share or TT MNC market share was determined based on our total pigment revenue market share as a percentage of market share of all multi-national competitors (Kronos, Tronox, Venator and Chemours). —
Sustainability metrics included improving gender diversity in our global workforce, completing steps to implement GHG reporting systems, and lowering the per unit cost of energy. All three elements of the sustainability metrics were equally weighted. | | | | | 2024 Proxy Statement | | | 46 | |
2023 Executive Compensation Highlights(continued) 2023 OUTCOMES The chart below shows the 2023 AIP performance targets, ranges and results approved by the CLDC. Performance targets were set and approved in early 2023 and were consistent with the Company’s budget, which incorporated considerations of potential opportunities and risks associated with external business and market conditions. Targets for each of the performance measures were set at levels considered challenging, motivational, and competitive. The performance range was determined using external guidance, historical performance, and expectations as guardrails. Threshold was considered the level of performance that warranted the minimum payout, and the maximum defined the level of performance considered exceptional. Based on 2023 financial and sustainability results, the 2023 Chemours AIP results as a percentage of target were Corporate 23.1%, TT 46.8%, TSS 104.6%, and APM 23.1%. The Corporate AIP results reflect the calculation of Free Cash Flows after taking into account the net impact of the working capital timing actions and the business segment results reflect the impact of the respective working capital timing actions as applicable to each particular segment. This calculation reduced the payout for incentive compensation tied to Free Cash Flow to $0 for all NEOs. The CLDC and the Board further applied full negative discretion to determine that Mr. Newman and Mr. Lock would receive no 2023 AIP awards. The following tables show the outcome of the measurement of the performance metrics under the 2023 bonus plan, which reflect the CLDC and Board actions described above. Dollars are in millions Corporate AIP — Messrs. Newman, and Lock, Ms. Wellman, Ms. Scarborough, and Ms. Kelliher | | MEASURE | | | THRESHOLD(1) | | | TARGET | | | MAXIMUM(2) | | | ACTUAL | | | WEIGHTED
FUNDING RESULT | | | | Consolidated Adjusted EBITDA | | | | $ | 1,044 | | | | | $ | 1,260 | | | | | $ | 1,485 | | | | | $ | 1,025 | | | | | | 0.0% | | | | | Consolidated Free Cash Flows | | | | $ | 244 | | | | | $ | 375 | | | | | $ | 544 | | | | | $ | 128 | | | | | | 0.0% | | | | | Sustainability Metric — Y/Y Gender Diversity Increase | | | | | 0.54% | | | | | | 0.71% | | | | | | 0.89% | | | | | | 0.82% | | | | | | 23.1% | | | | | Sustainability Metric — GHG Reporting Implementation (xOvertime) | | | | | 27 | | | | | | 33 | | | | | | 53 | | | | | | 37 | | | | | | | | | | | Sustainability Metric — Energy Efficiency | | | | | 1.8% | | | | | | 2.1% | | | | | | 2.9% | | | | | | 2.9% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23.1% | | |
Titanium Technologies AIP — Ms. Dignam (Q2-Q4) | | MEASURE | | | THRESHOLD(1) | | | TARGET | | | MAXIMUM(2) | | | ACTUAL | | | WEIGHTED
FUNDING RESULT | | | | Consolidated Free Cash Flows | | | | $ | 244 | | | | | $ | 375 | | | | | $ | 544 | | | | | $ | 128 | | | | | | 0.0% | | | | | Sustainability Metric — Y/Y Gender Diversity Increase | | | | | 0.54% | | | | | | 0.71% | | | | | | 0.89% | | | | | | 0.82% | | | | | | 23.1% | | | | | Sustainability Metric — GHG Reporting Implementation (xOvertime) | | | | | 27 | | | | | | 33 | | | | | | 53 | | | | | | 37 | | | | | | | | | | | Sustainability Metric — Energy Efficiency | | | | | 1.8% | | | | | | 2.1% | | | | | | 2.9% | | | | | | 2.9 | | | | | | | | | | | TT MNC Market Share | | | | | 32.2% | | | | | | 34.2% | | | | | | 36.2% | | | | | | 34.0% | | | | | | 23.8% | | | | | TT Adjusted EBITDA | | | | $ | 447 | | | | | $ | 539 | | | | | $ | 635 | | | | | $ | 285 | | | | | | 0.0% | | | | | TT Free Cash Flows | | | | $ | 300 | | | | | $ | 362 | | | | | $ | 427 | | | | | $ | 203 | | | | | | 0.0% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 46.8% | | |
| | | | | 2024 Proxy Statement | | | 47 | |
2023 Executive Compensation Highlights(continued) Thermal and Specialized Solutions AIP | | MEASURE | | | THRESHOLD(1) | | | TARGET | | | MAXIMUM(2) | | | ACTUAL | | | WEIGHTED
FUNDING RESULT | | | | Consolidated Free Cash Flows | | | | $ | 244 | | | | | $ | 375 | | | | | $ | 544 | | | | | $ | 128 | | | | | | 0.0% | | | | | Sustainability Metric — Y/Y Gender Diversity Increase | | | | | 0.54% | | | | | | 0.71% | | | | | | 0.89% | | | | | | 0.82% | | | | | | 23.1% | | | | | Sustainability Metric — GHG Reporting Implementation (xOvertime) | | | | | 27 | | | | | | 33 | | | | | | 53 | | | | | | 37 | | | | | | | | | | | Sustainability Metric — Energy Efficiency | | | | | 1.8% | | | | | | 2.1% | | | | | | 2.9% | | | | | | 2.9% | | | | | | | | | | | TSS Revenue | | | | $ | 1,669 | | | | | $ | 1,840 | | | | | $ | 2,019 | | | | | $ | 1,819 | | | | | | 25.0% | | | | | TSS Adjusted EBITDA | | | | $ | 515 | | | | | $ | 621 | | | | | $ | 732 | | | | | $ | 684 | | | | | | 29.9% | | | | | TSS Free Cash Flows | | | | $ | 419 | | | | | $ | 506 | | | | | $ | 596 | | | | | $ | 545 | | | | | | 26.7% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 104.6% | | |
Advanced Performance Materials AIP — Ms. Dignam (Q1) | | MEASURE | | | THRESHOLD(1) | | | TARGET | | | MAXIMUM(2) | | | ACTUAL | | | WEIGHTED
FUNDING RESULT | | | | Consolidated Free Cash Flows | | | | $ | 244 | | | | | $ | 375 | | | | | $ | 544 | | | | | $ | 128 | | | | | | 0.0% | | | | | Sustainability Metric — GHG Reporting Implementation (xOvertime) | | | | | 0.54% | | | | | | 0.71% | | | | | | 0.89% | | | | | | 0.82% | | | | | | 23.1% | | | | | Sustainability Metric — XOT Implementation | | | | | 27 | | | | | | 33 | | | | | | 53 | | | | | | 37 | | | | | | | | | | | Sustainability Metric — Energy Efficiency | | | | | 1.8% | | | | | | 2.1% | | | | | | 2.9% | | | | | | 2.9% | | | | | | | | | | | APM Revenue | | | | $ | 1,505 | | | | | $ | 1,660 | | | | | $ | 1,821 | | | | | $ | 1,443 | | | | | | 0.0% | | | | | APM Adjusted EBITDA | | | | $ | 296 | | | | | $ | 357 | | | | | $ | 421 | | | | | $ | 270 | | | | | | 0.0% | | | | | APM Free Cash Flows | | | | $ | 144 | | | | | $ | 174 | | | | | $ | 205 | | | | | $ | 74 | | | | | | 0.0% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23.1% | | |
(1)
Represents the minimum level of performance required to earn any incentive for this component of the 2023 AIP. Performance below this level would not result in a payout for the performance measure. (2)
Represents the highest level of performance at which maximum payout under the 2023 AIP is earned. Achievement of performance above this level would not result in a greater payout for the performance measure. The above outcome reflects certain one-time adjustments as summarized below. Each year, management builds the annual budget used for calculating incentive targets with some allowances for risks (e.g. macro-environment). The leadership team is responsible for managing these risks and the targets are not adjusted for them. Our regulatory filings reflect that we have disclosed probable risks but not inestimable risks. As in past years, the CLDC may consider adjustments due to extraordinary legal, regulatory and/or business activities that are in line with the long-term interest of the company and support shareholder value. Adjustments may be negative or positive, with the principle being that management’s compensation should not be impacted by unanticipated or extraordinary events not contemplated in the business plan used in setting incentive targets or that are not considered true operating results within management’s control for incentive purposes. It is our practice to raise potential adjustments for the approval of the CLDC as it relates to the outcome of the AIP and LTIP. Prior to seeking CLDC approval, management will seek and receive the approval of the Audit Committee Chair. Consistent with the above philosophy the following adjustments were applied to the AIP outcome. | | | | | 2024 Proxy Statement | | | 48 | |
2023 Executive Compensation Highlights(continued) ■
Earnings/FCF Impact of Legacy Legal Settlements/Fees — Positive adjustment of ~$8M in Consolidated Adjusted EBITDA metric and ~$66M in Consolidated FCF metric. ■
Earnings/FCF Impact of Glycolic Acid Business Sale — Positive adjustment of ~$6M in Other Segment/Consolidated Adjusted EBITDA metric and ~$5M in Other Segment/Consolidated FCF metric. ■
Timing of Severance Payments — Positive adjustment impact of ~($3M) in TT Segment Adjusted EBITDA and AIP relief of ~$8M in Consolidated FCF metric. ■
Operating Cash Flows Treatment of Term Loan Refinancing — AIP relief of ~$7M in Consolidated FCF metric. The following AIP awards for each NEO were approved: | | NEO | | | BONUS TARGET
AS OF DECEMBER 31,
2023 | | | BASE SALARY
AS OF DECEMBER 31,
2023 | | | ACTUAL
ANNUAL INCENTIVE
PAYOUT(3) | | | | Mark Newman(4) | | | | | 130% | | | | | $ | 1,000,000 | | | | | $ | 0 | | | | | Jonathan Lock(1)(4) | | | | | 75% | | | | | $ | 600,000 | | | | | $ | 0 | | | | | Denise Dignam(2) | | | | | 75% | | | | | $ | 550,000 | | | | | $ | 166,808 | | | | | Kristine Wellman | | | | | 70% | | | | | $ | 500,000 | | | | | $ | 80,850 | | | | | Alvenia Scarborough | | | | | 50% | | | | | $ | 350,000 | | | | | $ | 40,425 | | | | | Susan Kelliher | | | | | 70% | | | | | $ | 425,000 | | | | | $ | 68,723 | | |
(1)
Mr. Lock was promoted to Chief Financial Officer effective June 6, 2023. His actual bonus target has been prorated for time in role ($351,747). (2)
Ms. Dignam was promoted to BU President for TT effective April 1, 2023. Her actual bonus target has been prorated for time in role ($403,253). Additionally, Ms. Dignam’s AIP results are based on her time as the BU President for APM (first quarter) and TT (second to fourth quarter). (3)
Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023. They did not earn an AIP payout. (4)
Had the CLDC and the Board not applied negative discretion, Mr. Newman and Mr. Lock would have received AIP awards of $300,300 and $81,253, respectively. Long-Term Incentive Plan (LTIP) Chemours provides long-term incentive compensation to tie the NEOs’ interests with the interests of shareholders and the creation of long-term, sustained value. The CLDC views these incentives as a critical element of the executive compensation program. Mr. Lock’s and Ms. Dignam’s LTIP targets were increased in conjunction with their promotions. Ms. Wellman’s target was increased to better align with market practice and reflect her increased responsibility for the Corporate Sustainability function. The following table reflects the LTIP target opportunities at the end of fiscal years 2022 and 2023 for the NEOs other than Mr. Newman, whose LTIP target opportunities are discussed above. | | NEO | | | LONG TERM INCENTIVE
TARGET AS OF
DECEMBER 31, 2022 | | | LONG TERM INCENTIVE
TARGET AS OF
DECEMBER 31, 2023 | | | | Jonathan Lock(1) | | | | $ | 425,000 | | | | | $ | 1,000,000 | | | | | Denise Dignam(2) | | | | $ | 550,000 | | | | | $ | 950,000 | | | | | Kristine Wellman(3) | | | | $ | 600,000 | | | | | $ | 850,000 | | | | | Alvenia Scarborough | | | | $ | 325,000 | | | | | $ | 325,000 | | | | | Susan Kelliher | | | | $ | 700,000 | | | | | $ | 700,000 | | | | | Sameer Ralhan(4) | | | | $ | 1,625,000 | | | | | $ | 1,725,000 | | | | | Edwin Sparks(4) | | | | $ | 1,100,000 | | | | | $ | 1,100,000 | | |
| | | | | 2024 Proxy Statement | | | 49 | |
2023 Executive Compensation Highlights(continued) (1)
Mr. Lock was promoted to Chief Financial Officer effective June 6, 2023. His target LTI was increased at the time. (2)
Ms. Dignam was promoted to BU President for TT effective April 1, 2023. Her target LTI was increased at the time. (3)
Ms. Wellman’s target LTI increased in the first quarter from $600,000 to $650,000. The target also increased when she assumed responsibility for Corporate Sustainability on August 1, 2023 to $850,000. (4)
Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023. All unvested awards were forfeited. The CLDC strongly believes in focusing management on performance. It demonstrated this belief by once again approving an LTIP award mix that was heavily performance-based, consisting of PSUs, PSOs, NQSOs and via time-based RSUs. Performance Share Units (25% of LTI Target Award) Twenty five percent of the NEO’s LTIP award was delivered through PSUs. The PSUs are earned based on performance over a three-year performance period. The performance metrics used in the 2023-2025 PSU award were Adjusted Net Income (60%) and rTSR (40%), both measured cumulatively over a three-year period ending December 31, 2025. Using rTSR as a weighted metric is a change from prior years when rTSR was a modifier based on stock performance relative to the compensation peer group. The CLDC felt adjusting rTSR to a metric weighted at 40% would maintain focus on this critical performance metric while limiting its influence on the amount of PSUs that may be earned. This change reduced the maximum opportunity from 250% to 200%. Performance Stock Options (25% of LTIP Target Award) The use of PSOs provides direct alignment with shareholder interests as they have value only if the price of Chemours’ stock at the time of exercise exceeds the stock price on the date of grant plus a 10% premium, while also encouraging retention through their service-based vesting conditions. As a result, these premium priced stock options encourage executives to focus on behaviors and initiatives that support significant stock price appreciation over time. The stock options vest in equal annual installments over three years from the grant date and have a ten-year term. Non-Qualified Stock Options (25% of LTIP Target Award) The use of stock options provides direct alignment with shareholder interests as they have value only if the price of Chemours’ stock at the time of exercise exceeds the stock price on the date of grant. As a result, stock option grants encourage executives to focus on behaviors and initiatives that support sustained long-term stock price appreciation. The stock options vest in equal annual installments over three years from the grant date and have a ten-year term. Restricted Stock Units (25% of LTIP Target Award) The mix of equity award types also includes RSUs with vesting tied to continued service. The plan supports a strong performance orientation and long-term retention of talent to drive the Company strategy. The RSUs vest in equal annual installments over three years from the grant date. Adjusted Net Income Adjusted Net Income is defined as Net Income (Loss) attributable to Chemours, as reported in the Company’s Annual Report on Form 10-K, adjusted in a manner consistent with adjusted EBITDA, except interest expense, depreciation, amortization, and certain provision for (benefit from) income tax amounts. | | | | | 2024 Proxy Statement | | | 50 | |
2023 Executive Compensation Highlights(continued) Relative TSR (rTSR) Relative TSR is a metric used to promote alignment with shareholder interests. rTSR for the 2023-2025 PSU Award will be measured at the end of the three-year period against a peer group established as of January 1, 2023. The metric is defined as the change in the Company’s stock price plus dividends paid and assumed to be reinvested on the ex-dividend date during the period, divided by beginning stock price, compared on a percentile basis to the same change with respect to a peer group. For the purpose of calculating rTSR, the Company’s beginning stock price will be the closing stock price averaged over the 20 trading days ending on the trading day before the start of the performance period and the ending stock price will be the closing stock price, inclusive of reinvested dividends, averaged over the 20 trading days ending with the last trading day within the performance period. For purposes of calculating the appropriate earned percentile, any companies that are in the peer group at the beginning of the performance period that are no longer separate publicly traded companies due to merger, acquisition, or buyout shall be disregarded. Companies that are no longer publicly traded due to insolvency or bankruptcy will be included at the lowest performance ranking. For purposes of calculating the earned percentile, the Company will be considered a member of the compensation peer group. | | | | | THRESHOLD | | | TARGET | | | MAXIMUM | | | | Achieved rTSR | | | 15th Percentile | | | 50th Percentile | | | 85th Percentile | | | | Payout | | | 50% | | | 100% | | | 200% | |
2023 LTIP Awards The LTIP awards granted to the NEOs in 2023 were as follows: | | NEO | | | 2023
TARGET
LTI AWARD | | | SHARE
EQUIVALENT
VALUE OF
TARGET PSUS
ON GRANT
DATE | | | TARGET
NUMBER
OF PSU
AWARDS(1) | | | GRANT DATE
FAIR VALUE
OF RSUS | | | NUMBER OF
RSUS
GRANTED(1) | | | GRANT DATE
FAIR
VALUE OF
STOCK
OPTIONS | | | NUMBER OF
STOCK
OPTIONS
GRANTED(2) | | | GRANT DATE
FAIR
VALUE OF
PSOS | | | NUMBER
OF PSOS
GRANTED(3) | | | | Mark Newman | | | | $ | 6,000,000 | | | | | $ | 1,499,967 | | | | | | 43,053 | | | | | $ | 1,499,967 | | | | | | 43,053 | | | | | $ | 1,499,996 | | | | | | 97,656 | | | | | $ | 1,499,994 | | | | | | 100,200 | | | | | Jonathan Lock August 1(4) | | | | $ | 425,000 | | | | | $ | 106,227 | | | | | | 3,049 | | | | | $ | 106,227 | | | | | | 3,049 | | | | | $ | 106,245 | | | | | | 6,917 | | | | | $ | 106,242 | | | | | | 7,097 | | | | | | $ | 340,000 | | | | | | | | | | | | | | | | | $ | 339,997 | | | | | | 9,224 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Denise Dignam(5) August 1(4) | | | | $ | 1,325,000 | | | | | $ | 206,218 | | | | | | 5,919 | | | | | $ | 706,207 | | | | | | 20,270 | | | | | $ | 206,239 | | | | | | 13,427 | | | | | $ | 206,242 | | | | | | 13,777 | | | | | | $ | 100,000 | | | | | | | | | | | | | | | | | $ | 99,964 | | | | | | 2,712 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kristine Wellman August 1(4) | | | | $ | 650,000 | | | | | $ | 162,494 | | | | | | 4,664 | | | | | $ | 162,494 | | | | | | 4,664 | | | | | $ | 162,493 | | | | | | 10,579 | | | | | $ | 162,499 | | | | | | 10,855 | | | | | | $ | 120,000 | | | | | | | | | | | | | | | | | $ | 119,979 | | | | | | 3,255 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Alvenia Scarborough August 1(6) | | | | $ | 325,000 | | | | | $ | 81,247 | | | | | | 2,332 | | | | | $ | 81,247 | | | | | | 2,332 | | | | | $ | 81,239 | | | | | | 5,289 | | | | | $ | 81,242 | | | | | | 5,427 | | | | | | $ | 250,000 | | | | | | | | | | | | | | | | | $ | 249,985 | | | | | | 6,782 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Susan Kelliher | | | | $ | 700,000 | | | | | $ | 174,966 | | | | | | 5,022 | | | | | $ | 174,966 | | | | | | 5,022 | | | | | $ | 174,996 | | | | | | 11,393 | | | | | $ | 174,999 | | | | | | 11,690 | | | | | Sameer Ralhan | | | | $ | 1,725,000 | | | | | $ | 431,250 | | | | | | 12,378 | | | | | $ | 431,250 | | | | | | 12,378 | | | | | $ | 431,247 | | | | | | 28,076 | | | | | $ | 431,241 | | | | | | 28,807 | | | | | Edwin Sparks | | | | $ | 1,100,000 | | | | | $ | 274,992 | | | | | | 7,893 | | | | | $ | 274,992 | | | | | | 7,893 | | | | | $ | 274,990 | | | | | | 17,903 | | | | | $ | 274,999 | | | | | | 18,370 | | |
Annual LTI awards are generally granted March 1 each year. (1)
The number of PSUs and RSUs awarded was determined by dividing the dollar target value for each NEO by the closing price for Chemours common stock on grant date and rounding down to the nearest whole share. The closing price of Chemours common stock was $34.84 on March 1, 2023. The closing price of Chemours common stock was $36.86 on August 1, 2023. (2)
The number of stock options awarded was determined based on the Black-Scholes value. The Black-Scholes value of an option was $15.36 on March 1, | | | | | 2024 Proxy Statement | | | 51 | |
2023 Executive Compensation Highlights(continued) 2023. The exercise price of the options was equal to the closing price of Chemours common stock on the grant date. The closing price of Chemours common stock was $34.84 on March 1, 2023. (3)
The number of performance stock options awarded was determined based on the Monte-Carlo value. Monte-Carlo value of a performance stock option was $14.97 on March 1, 2023. The exercise price of the performance stock options was equal to the closing price of Chemours common stock on the grant date plus a 10% premium. The closing price of Chemours common stock was $34.84 on March 1, 2023. The exercise price of the performance stock options was $38.32. (4)
Bridge grants as approved by the CLDC related to the NEOs increased LTIP target. The bridge grants are prorated based on the month of the change to the NEO’s LTIP target and were made in the form of RSUs with a three-year graded vesting. (5)
In addition to her annual grant, Ms. Dignam received a one-time retention grant of $500,000 in RSUs, which will cliff vest in 2026. (6)
In addition to her annual grant, Ms. Scarborough received a one-time retention grant of $250,000 in RSUs, which will cliff vest in 2026. 2021-2023 PSU Award Results The achievement for the 2021-2023 PSU award was based on pre-established three-year cumulative targets for Adjusted Net Income and Free Cash Flow Conversion. Those metrics were equally weighted in the plan. Adjusted Net Income results were above target, with an achievement of 149% of target. The CLDC adjusted the calculation of Free Cash Flow to take into account the working capital timing actions. Accordingly, the CLDC determined that Free Cash Flow Conversion achievement was below threshold performance and as such, for this component of the LTIP, there was a 0% payout with respect to this metric. Based on the equal weighting of the metrics, the blended outcome was 74% of the target PSU award. The 2021-2023 PSU awards also contained a relative TSR (rTSR) modifier, under which the final level of achievement could be increased or decreased based on Chemours rTSR compared to the peer group. Over the 2021-2023 three-year period, execution on our long-term strategy resulted in Chemours achieving rTSR at the 67th percentile of the peer group, which placed Chemours in the top third of peer group companies. As a result, pursuant to the terms of the PSU awards the 2021-2023 PSU awards vested at the achievement level of 93% of target. The CLDC and the Board applied full negative discretion to determine that Mr. Newman and Mr. Lock would receive no payouts for the 2021-2023 PSU awards. There was a sharp contrast in the global macroeconomic environment over the course of this three-year performance period, with the beginning of this period seeing the global economy recover from the COVID-19 pandemic, which was then followed by the onset of inflation and high interest rates dampening demand, along with significant geopolitical factors. During this period, the Company took quick actions to drive cost savings and then showed agility to respond to the recovery curve, achieving several record production and revenue milestones. The organization’s strong business results in Adjusted Net Income over the three-year period, and the top-quartile rTSR, is reflective of the business performing well relative to peers in the two prior years before facing a difficult 2023. The tables below detail performance against each measure: | | METRIC | | | METRIC
WEIGHT | | | 2021
ACTUAL | | | 2022
ACTUAL | | | 2023
ACTUAL | | | CUMULATIVE | | | % ATTAINMENT | | | ACHIEVEMENT
WITH PAY
CURVE APPLIED | | | | Adj. Net Income | | | | | 50% | | | | | | 691 | | | | | | 788 | | | | | | 490 | | | | | | 1,969 | | | | 149% | | | | | 74% | | | | | FCF Conversion | | | | | 50% | | | | | | 50.7% | | | | | | 21.7% | | | | | | 15.5% | | | | | | 29.9% | | | | 0% | | | | | 0% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted Outcome | | | | | 74% | | |
Relative TSR is a modifier that is applied to the outcome of Adjusted Net Income and Free Cash Flow Conversion | | <P25 | | | >=P25 TO <P40 | | | >=P40 TO <P60 | | | >=P60 TO <=P75 | | | >P75 | | | ACHIEVEMENT | | | | 0.5 | | | 0.75 | | | 1 | | | 1.25 | | | 1.5 | | | 150% | |
| | | | | 2024 Proxy Statement | | | 52 | |
2023 Executive Compensation Highlights(continued) The performance peer group for these PSUs was comprised of the following companies:
| Chemical Solutions | | | | | | Chemours ESG | | | 15.0% | | | Business Unit Free Cash Flow | | | 30.0% | | | Business Unit Adjusted EBITDA | | | 55.0% | | | Albemarle Corp. | | | Eastman Chemical Co. | | | The Sherwin-Williams Co. | |
Adjusted EBITDA is defined as income (loss) before interest, income taxes, depreciation and amortization excluding the following items: non-operating pension and other postretirement employee benefit costs (income), exchange gains (losses), restructuring and asset-related charges (benefits), gains (losses) on sale of business or assets, significant legal settlements, impacts of changes to U.S. GAAP accounting or other items not considered indicative of ongoing operations during the Performance Period, which includes income, expenses and losses not budgeted resulting from acquisitions, dispositions, regulatory actions and legal settlements.
Free Cash Flow is defined as Cash Flows from Operations less purchases of property, plant and equipment as disclosed on the Company’s Cash Flow statement. Business Unit Free Cash Flow is defined as Adjusted EBITDA plus the delta Working Capital minus CapEx. Working Capital equals Accounts Receivable plus Inventory minus Accounts Payable. Unknown impacts of changes to U.S. GAAP accounting and tax policy changes, or other items not considered indicative of ongoing operations during the performance period will be excluded from this calculation during the Performance Period, including cash impact of unbudgeted items resulting from acquisitions, dispositions, regulatory actions and legal settlements.
Business Revenue is defined as sales to external customers as defined by ASC 606, revenue from contracts with customers.
Titanium Technologies market share is determined based on the improvement of our total pigment revenue market share as a percentage of our three (3) major competitors.
The Opteon™ variable contribution target is defined as variable contribution from the sales of HFO (hydrofluoroolefin)-based products (equivalent to Revenue less variable costs).
ESG metrics include improving gender diversity in our global workforce and completing defined environmental projects to mechanical completion.
The chart below shows the 2021 AIP performance targets, ranges and results approved by the CLDC. Performance targets were set and approved in early 2021 and were consistent with the Company’s budget for 2021, which incorporated considerations of potential opportunities and risks associated with external business and market conditions. Targets for each of the performance measures are set at levels considered challenging, motivational, and competitive. The performance range is determined using external guidance, historical performance, and expectations as guardrails. Threshold is considered the level of performance that warrants the minimum payout and the maximum defines what level of performance is exceptional.
Based on 2021 financial results, the 2021 Chemours Corporate AIP payout was 179%, Titanium Technologies 178%, Thermal and Specialized Solutions 140%, Advanced Performance Materials 172%, and Chemical Solutions 127% of target.
Dollars are in millions
Corporate AIP(4)
| Measure | | | Threshold(1) | | | Target | | | Maximum(2) | | | Actual | | | Weighted
Funding Result | | | Corporate Adj. EBITDA | | | | $ | 832 | | | | | $ | 1,067 | | | | | $ | 1,312 | | | | | $ | 1,333 | | | | | | 85% | | | | Corporate Free Cash Flow | | | | $ | 275 | | | | | $ | 370 | | | | | $ | 574 | | | | | $ | 682 | | | | | | 85% | | | | ESG Diversity Metric | | | | | 1.1% | | | | | | 1.5% | | | | | | 2.3% | | | | | | 0.6% | | | | | | 0% | | | | ESG Emissions Metric | | | | | 4 | | | | | | 5 | | | | | | 7 | | | | | | 7 | | | | | | 9% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 179% | | |
Titanium Technologies AIP
| Measure | | | Threshold(1) | | | Target | | | Maximum(2) | | | Actual | | | Weighted
Funding Result | | | Corporate Free Cash Flow | | | | $ | 275 | | | | | $ | 370 | | | | | $ | 574 | | | | | $ | 682 | | | | | | 40% | | | | ESG Diversity Metric | | | | | 1.1% | | | | | | 1.5% | | | | | | 2.3% | | | | | | 0.6% | | | | | | 0% | | | | ESG Emissions Metric | | | | | 4 | | | | | | 5 | | | | | | 7 | | | | | | 7 | | | | | | 9% | | | | Business Unit EBITDA | | | | $ | 465 | | | | | $ | 596 | | | | | $ | 733 | | | | | $ | 809 | | | | | | 40% | | | | Business Unit Revenue Share | | | | | 31.2% | | | | | | 32.6% | | | | | | 34.0% | | | | | | 33.9% | | | | | | 49% | | | | Business Unit Free Cash Flow | | | | $ | 383 | | | | | $ | 451 | | | | | $ | 555 | | | | | $ | 608 | | | | | | 40% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 178% | | |
Thermal and Specialized Solutions AIP(3)
| Measure | | | Threshold(1) | | | Target | | | Maximum(2) | | | Actual | | | Weighted
Funding Result | | | Corporate Free Cash Flow | | | | $ | 275 | | | | | $ | 370 | | | | | $ | 574 | | | | | $ | 682 | | | | | | 40% | | | | ESG Diversity Metric | | | | | 1.1% | | | | | | 1.5% | | | | | | 2.3% | | | | | | 0.6% | | | | | | 0% | | | | ESG Emissions Metric | | | | | 4 | | | | | | 5 | | | | | | 7 | | | | | | 7 | | | | | | 9% | | | | Opteon™ Variable Contribution | | | | | 390 | | | | | | 501 | | | | | | 615 | | | | | | 490 | | | | | | 30% | | | | Business Unit Free Cash Flow | | | | $ | 283 | | | | | $ | 347 | | | | | $ | 427 | | | | | $ | 408 | | | | | | 61% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 140% | | |
Advanced Performance Materials AIP(3)
| Measure | | | Threshold(1) | | | Target | | | Maximum(2) | | | Actual | | | Weighted
Funding Result | | | Corporate Free Cash Flow | | | | $ | 275 | | | | | $ | 370 | | | | | $ | 574 | | | | | $ | 682 | | | | | | 40% | | | | ESG Diversity Metric | | | | | 1.1% | | | | | | 1.5% | | | | | | 2.3% | | | | | | 0.6% | | | | | | 0% | | | | ESG Emissions Metric | | | | | 4 | | | | | | 5 | | | | | | 7 | | | | | | 7 | | | | | | 9% | | | | Business Unit Revenue | | | | $ | 1,110 | | | | | $ | 1,224 | | | | | $ | ,342 | | | | | $ | 1,397 | | | | | | 50% | | | | Business Unit Adjusted EBITDA | | | | $ | 176 | | | | | $ | 226 | | | | | $ | 278 | | | | | $ | 261 | | | | | | 33% | | | | Business Unit Free Cash Flow | | | | $ | 66 | | | | | $ | 82 | | | | | $ | 100 | | | | | $ | 153 | | | | | | 40% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 172% | | |
Chemical Solutions AIP
| Measure | | | Threshold(1) | | | Target | | | Maximum(2) | | | Actual | | | Weighted
Funding Result | | | Corporate Free Cash Flow | | | | $ | 275 | | | | | $ | 370 | | | | | $ | 574 | | | | | $ | 682 | | | | | | 40% | | | | ESG Diversity Metric | | | | | 1.1% | | | | | | 1.5% | | | | | | 2.3% | | | | | | 0.6% | | | | | | 0% | | | | ESG Emissions Metric | | | | | 4 | | | | | | 5 | | | | | | 7 | | | | | | 7 | | | | | | 9% | | | | Business Unit Adjusted EBITDA | | | | $ | 10 | | | | | $ | 12 | | | | | $ | 15 | | | | | $ | 13 | | | | | | 54% | | | | Business Unit Free Cash Flow | | | | $ | 7 | | | | | $ | 9 | | | | | $ | 11 | | | | | $ | 9 | | | | | | 23% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 127% | | |
| (1)
Represents the minimum level of performance required to earn any incentive for this component of the 2021 AIP. Performance below this level would not result in a payout for the performance measure.
(2)
Represents the highest level of performance at which maximum payout under the 2021 AIP is earned. Achievement of performance above this level would not result in a greater payout for the performance measure.
(3)
Results do not total exactly due to rounding.
(4)
Achievement varies slightly from 10-K based on adjustments applied to AIP outcomes related to unbudgeted events primarily related to the Ohio Multi District Litigation settlement payment related to legacy legal matters, sale of Mining Solutions business (transaction costs, vendor settlement in Mexico, lost EBITDA due to the timing of the sale, partially offset by the capital expenditures not incurred), strategic investment actions to drive long-term value capture driven by newly enacted U.S. AIM act. All adjustments made by the Committee were consistent with past practice.
Based on the actual performance achieved, the following AIP awards for each NEO were approved:
| NEO | | | Bonus Target
as of December 31,
2021 | | | Base Salary
as of December 31,
2021 | | | Actual
Annual Incentive | | | Mark Newman(1) | | | | | 120% | | | | | $ | 975,000 | | | | | $ | 1,611,000 | | | | Mark Vergnano(2) | | | | | 130% | | | | | $ | 1,050,000 | | | | | $ | 1,221,675 | | | | Sameer Ralhan | | | | | 80% | | | | | $ | 625,000 | | | | | $ | 895,000 | | | | David Shelton | | | | | 70% | | | | | $ | 500,000 | | | | | $ | 626,500 | | | | Edwin Sparks | | | | | 75% | | | | | $ | 550,000 | | | | | $ | 734,250 | | | | Susan Kelliher | | | | | 65% | | | | | $ | 425,000 | | | | | $ | 494,488 | | | Bryan Snell(3) | | | | | 75% | | | | | $ | 550,000 | | | | | $ | 206,250 | | |
(1)
Mr. Newman’s Actual Annual Incentive reflects a blend of his H1 base salary and incentive target of $700,000 and 90% and H2 base salary and incentive target displayed above. (((($700,000 * 90%)/2) + (($975,000 *120%)/2))) *179%) = $1,611,000
(2)
Mr. Vergnano’s Actual Annual Incentive reflects a prorated incentive opportunity prior to his retirement on July 1, 2021 including performance achievement for the full fiscal year ((($1,050,000 * 130%)/2)*179%) = $1,221,675
(3)
Mr. Snell’s Actual Annual Incentive reflects a prorated incentive opportunity prior to his retirement on July 2, 2021 at target (($550,000*75%)/2) = $206,250
Long-Term Incentive Plan (LTIP)
Chemours provides long-term incentive compensation to directly tie our NEOs’ interests to the interests of shareholders. The Compensation and Leadership Development Committee views long-term incentives as a critical element of our executive compensation program. Long-term incentive targets are reviewed annually and determined based on the CLDC’s review of the following:
•
NEO position, scope of responsibilities and performance
•
Internal pay equity considerations
•
Peer group practices
•
Current market compensation data for the chemical industry and general industry from proprietary third-party surveys
In early 2021, the Compensation and Leadership Development Committee reviewed the long-term incentive target opportunities for all NEOs and chose to adjust Mr. Ralhan’s and Mr. Sparks’ targets as reflected in the following table and as discussed above
| NEO | | | Long Term Incentive
Target as of
December 31, 2020 | | | Long Term Incentive
Target as of
December 31, 2021 | | | Sameer Ralhan | | | | $ | 1,000,000 | | | | | $ | 1,200,000 | | | | David Shelton | | | | $ | 950,000 | | | | | $ | 950,000 | | | | Edwin Sparks | | | | $ | 800,000 | | | | | $ | 900,000 | | | | Susan Kelliher | | | | $ | 700,000 | | | | | $ | 700,000 | | | | Bryan Snell(1) | | | | $ | 900,000 | | | | | $ | 900,000 | | |
(1)
Mr. Snell’s 2021 long term incentive target reflects his full year opportunity upon his retirement.
The CLDC also approved minor plan design changes to the Long-Term Incentive Plan for 2021. The LTIP award mix is 90% performance-based, consisting of PSUs and stock options, which increase in value when our share price increases above the share price on the date of grant. In 2021, the mix of equity award types was updated to include Restricted Stock Units with vesting tied to continued service and representing 10% of the long-term incentive mix. With this change, the new mix is 50% PSUs, 40% stock options and 10% RSUs. The CLDC approved this change because it provides a strong performance orientation with a balance of long-term retention of talent to drive the company strategy. The CLDC believes that this balance is optimal to drive long-term shareholder value and is aligned with competitive market practice.
The stock options and RSUs vest annually in three-equal installments from the date of grant.
Consistent with the 2020 PSUs, the PSUs are earned based on performance over a three-year performance period, reflecting the long-term nature of the awards. The performance metrics used in the 2021 PSU awards remained Adjusted Net Income and Free Cash Flow Conversion, which were equally weighted. Relative Total Shareholder Return (Relative TSR) remained a modifier ranging from 50% to 150% based on relative stock performance to our selected peers. This is the third consecutive year we have used those plan metrics.
Consistent with the 2020 PSU Plan, the CLDC once again approved a three-year performance period reflecting the long-term nature of the plan.
PSU Awards (50% of LTI Target Award)
Fifty percent of a NEO’s LTI award is delivered through PSUs. The PSUs are earned and vest based on the achievement of Adjusted Net Income and Free Cash Flow Conversion objectives, which are determined at the time of grant. The 2021 — 2023 PSU plan is measured over a three-year cumulative period.
Performance goals are considered challenging to obtain and are aligned with delivering shareholder value. In setting these objectives, the CLDC considers how the achievement of goals may be affected by competitive and/or economic conditions over the three-year period. Final awards are subject to potential modification based on TSR results relative to Chemours’ peer group over the cumulative three-year performance period.
The initial payout range of the PSUs is 0% to 200% depending on Chemours’ achievement versus the Adjusted Net Income and Free Cash Flow Conversion performance goals. The payout is then subject to modification based on the Relative TSR performance compared to our peer group, which modifies the amount earned by applying a multiple from 0.5 to 1.5, resulting in a maximum payout capped at 250% of the target award.
As in prior years, the PSU portion of Chemours’ LTI program consisted of overlapping cycles, with a new equity award each year. In general, each participant receives a grant at the beginning of each three-year cycle.
Stock Options (40% of LTI Target Award)
The use of stock options provides clear and direct alignment with shareholder interests as they have value only if the price of Chemours’ stock at the time of exercise exceeds the stock price on the date of grant. As a result, stock option grants encourage executives to focus on behaviors and initiatives that support sustained long-term stock price appreciation, which benefits all shareholders. The stock options are designed to vest in equal annual installments over three years from the grant date and have a ten-year term.
Restricted Stock Units (10% of LTI Target Award)
In 2021, the mix of equity award types was updated to include Restricted Stock Units with vesting tied to continued service and representing 10% of the long-term incentive mix. With this change, the new LTIP equity mix is 50% PSUs, 40% stock options and 10% RSUs. The CLDC approved this change because it provides a strong performance orientation with a balance of long-term retention of talent to drive the company strategy. The CLDC believes that this balance is optimal to drive long-term shareholder value and is aligned with competitive market practice. The RSUs vest in a ratable manner over a three-year period.
Financial / Operating Measures
The use of Adjusted Net Income in the long-term program is an important indicator of success in delivering long-term shareholder value. Free Cash Flow Conversion is critical to Chemours’ ability to invest and manage assets that deliver the greatest return. The Committee believes these performance measures are appropriate to motivate executives to achieve and sustain outstanding long-term results.
The 2021-2023 PSU Award performance period, January 1, 2021 through December 31, 2023, consists of one, cumulative three-year measurement period.
| Adjusted Net Income | | | Free Cash Flow Conversion | | | Period | | | Weighting | | | Period | | | Weighting | | | Cumulative FY2021 – FY2023 | | | | | 50% | | | | Average FY2021 – FY2023 | | | | | 50% | | |
Adjusted Net Income is defined as Net Income, as reported externally, adjusted in a manner consistent with Adjusted EBITDA, where appropriate to exclude non-operating pension and other postretirement employee benefit costs (income), windfall tax benefit (expense) related to stock based compensation, exchange gains (losses), restructuring and asset-related charges (benefits), gains (losses) on sale of business or assets, significant legal settlements, impacts of changes to U.S. GAAP accounting, or other items not considered indicative of ongoing operations during the Performance Period, which includes income, expenses and losses not budgeted for as a result of acquisitions, dispositions, regulatory actions and legal settlements.
Free Cash Flow Conversion is defined as Free Cash Flow, defined as Cash Flows from Operations less purchases of property, plant and equipment as disclosed on the Company’s Cash Flow statement divided by Adjusted EBITDA defined as income (loss) before interest, income taxes, depreciation and amortization excluding the following items: non-operating pension and other postretirement employee benefit costs (income), exchange gains (losses), restructuring and asset-related charges (benefits), gains (losses) on sale of business or assets, significant legal settlements, impacts of changes to U.S. GAAP accounting or other items not considered indicative of ongoing operations during the Performance Period, including cash impact of unbudgeted items resulting from acquisitions, dispositions, regulatory actions and legal settlements. Subject to Board approval this calculation will be adjusted to reflect the increase in actual amount spent on purchases of property, plant and equipment in excess of 5%, from the amount contemplated in the three-year business plan, used for compensation plan purposes.
Chemours believes disclosing specific targets while the applicable performance period is ongoing could cause competitive harm. However, such targets will be disclosed once the applicable performance periods have ended as part of our discussion and analysis on awards earned by the NEOs.
Relative TSR
Relative TSR is used as a modifier to promote alignment with shareholder interests. Relative TSR for the 2021-2023 PSU Award will be measured at the end of the three-year period against the 2021 peer group discussed previously. Chemours’ TSR relative to these peers will be used as a modifier to increase or reduce the number of units earned.
Relative TSR is defined as the change in the Company’s stock price plus dividends paid and assumed to be reinvested on the ex-dividend date during the period, divided by beginning stock price, compared on a percentile basis to the same change with respect to a peer group. For this purpose, a company’s beginning stock price will be the closing stock price averaged over the 20 trading days ending on the trading day before the start of the Performance Period and the ending stock price will be the closing stock price, inclusive of reinvested dividends, averaged over the 20 trading days ending with the last trading day within the Performance Period.
For purposes of calculating the appropriate earned percentile, any companies that are in the peer group at the beginning of the Performance Period that are no longer separate publicly traded companies due to merger, acquisition, or buyout shall be disregarded. Companies that are no longer publicly traded due to insolvency or bankruptcy will be included at the lowest performance ranking. For purposes of calculating the earned percentile, the Company will be considered a member of the peer group.
| TSR Modifier | | | <P25 | | | >=P25 to <P40 | | | >=P40 to <P60 | | | >=P60 to <=P75 | | | >P75 | | | Relative TSR to Peer Group | | | | | 0.5 | | | | | | 0.75 | | | | | | 1 | | | | | | 1.25 | | | | | | 1.5 | | |
2021 LTI Awards
Awards to the NEOs under the 2021 long-term incentive program were as follows:
| NEO | | | 2021 Target
LTI Award
Value | | | Share
Equivalent
Value of PSUs
on grant date | | | Target
Number
of PSU
Awards(1) | | | Grant Date
Fair
Value of
RSUs | | | Number of
RSUs
granted | | | Grant Date
Fair Value of
Stock
Options | | | Number of
Stock
Options
Granted(2) | | | Mark Newman | | | | $ | 1,500,000 | | | | | $ | 49,976 | | | | | | 31,236 | | | | | $ | 49,990 | | | | | | 6,247 | | | | | $ | 599,993 | | | | | | 61,349 | | | | July 1(3) | | | | $ | 1,400,000 | | | | | $ | 699,980 | | | | | | 19,740 | | | | | $ | 139,996 | | | | | | 3,948 | | | | | $ | 559,993 | | | | | | 34,696 | | | | Mark Vergnano(4) | | | | $ | 6,600,000 | | | | | $ | 2,799,998 | | | | | | 116,618 | | | | | $ | 1,559,978 | | | | | | 64,972 | | | | | $ | 2,239,992 | | | | | | 229,038 | | | | Sameer Ralhan | | | | $ | 1,200,000 | | | | | $ | 599,986 | | | | | | 24,989 | | | | | $ | 119,978 | | | | | | 4,997 | | | | | $ | 479,993 | | | | | | 49,079 | | | | David Shelton(5) | | | | $ | 1,450,000 | | | | | $ | 474,990 | | | | | | 19,783 | | | | | $ | 594,968 | | | | | | 24,780 | | | | | $ | 379,992 | | | | | | 38,854 | | | | Edwin Sparks | | | | $ | 900,000 | | | | | $ | 449,995 | | | | | | 18,742 | | | | | $ | 89,989 | | | | | | 3,748 | | | | | $ | 359,992 | | | | | | 36,809 | | | | Susan Kelliher | | | | $ | 700,000 | | | | | $ | 349,994 | | | | | | 14,577 | | | | | $ | 69,989 | | | | | | 2,915 | | | | | $ | 279,992 | | | | | | 28,629 | | | | Bryan Snell(6) | | | | $ | 1,190,000 | | | | | $ | 449,995 | | | | | | 18,742 | | | | | $ | 89,989 | | | | | | 3,748 | | | | | $ | 649,989 | | | | | | 66,461 | | |
Annual LTI awards are generally granted March 1st each year.
(1)
The number of PSUs awarded was determined by dividing the dollar target value for each NEO by the closing price for Chemours common stock on grant date and rounding down to the nearest whole share. The closing price of Chemours common stock was $24.01 on March 1, 2021.
(2)
The number of stock options awarded was determined based on the Black-Scholes value. The Black-Scholes value of an option was $9.78 on March 1,2021. The exercise price of the options was equal to the closing price of Chemours common stock on the grant date. The closing price of Chemours common stock was $24.01 on March 1, 2021.
(3)
In conjunction with his promotion to CEO, Mr. Newman was awarded $1,400,000 in equity awards on July 1, 2021 representing a prorated portion of his increased Long Term Incentive Target for 2021. The Equity vehicles aligned with the annual grant process: 50% PSUs, 40% NQSOs and 10% RSUs. The Number of PSUs and RSUs were determined by dividing the target value by the closing price for the Chemours common stock on grant date and rounding down to the nearest whole share. The closing price of Chemours common stock was $35.46 on July 1, 2021. The number of stock options awarded was determined based on the Black-Scholes value. The Black-Scholes value of an option was $16.14 on July 1,2021. The exercise price of the options was equal to the closing price of Chemours common stock on the grant date at $35.46.
(4)
In addition to Mr. Vergnano’s annual grant, he received a one-time grant of $1,000,000 RSUs in recognition of his effort and success with the strategic legal settlement between Chemours, DuPont, EID, and Corteva. The largest portion of Mr. Vergnano’s equity allocation remains performance based even when considering the aforementioned RSU grant.
(5)
In addition to his annual grant, Mr. Shelton received a one-time grant of $500,000 in RSUs, which will vest equally over three years. This award is in recognition of his effort and success with the strategic legal settlement between Chemours, DuPont, EID, and Corteva.
(6)
Mr. Snell received an added $290,000 in stock options as part of the annual compensation process in recognition of the value created by the TVS strategy and the expected long-term improvement in business results from the implementation of that strategy change starting in 2019.
2019 — 2021 PSU Award Results
The overall performance result for the 2019 — 2021 PSU Award was 50%. The payout for this award was based on pre-established three-year cumulative targets for Adjusted Net Income and Free Cash Flow Conversion. The outcome against these metrics, after applying the pay curves was 100%. Additionally, under the 2019 — 2021 PSU Award, performance results were subject to adjustment by Relative TSR over the three-year performance period. Over the three-year period ending December 31, 2021, Chemours performed below the 25th percentile of the peer group resulting in the number of PSUs being reduced by 50%.
The tables below detail performance against each measure:
| Metric | | | Metric
Weight | | | 2019
Actual | | | 2020
Actual | | | 2021
Actual | | | Cumulative | | | % Attainment | | | Achievement
with Pay
Curve Applied | | | Adj. Net Income | | | | | 50% | | | | | | 419 | | | | | | 328 | | | | | | 691 | | | | | | 1,438 | | | | | | 0% | | | | | | 0% | | | | FCF Conversion | | | | ��� | 50% | | | | | | 16.70% | | | | | | 61.50% | | | | | | 51.20% | | | | | | 43.10% | | | | | | 100% | | | | | | 200% | | | | Weighted Outcome | | | | | 100% | | |
Total Shareholder Return (TSR)
Relative TSR is a modifier that is applied to the outcome of Adjusted Net Income and Free Cash Flow Conversion.
| <P25 | | | >=P25 to <P40 | | | >=P40 to <P60 | | | >=P60 to <=P75 | | | >P75 | | | Achievement | | | 0.5 | | | | | 0.75 | | | | | | 1 | | | | | | 1.25 | | | | | | 1.5 | | | | | | 12% | | |
The performance peer group is comprised of the following companies:
| Air Product Inc. | | | Element Solutions Co. | | | Trinseo S.A. | | | | Ashland Global Holdings Inc. | | | Huntsman Corp. | | | Tronox Holdings PLC | | | | Avient Corp.(1) | | | Olin Corp. | | | Venator Materials PLC | | | | Axalta Coating Systems Ltd | | | PPG Industries Inc. | | | Westlake Corp. | | | | Cabot Corp. | | | RPM International Co. | | | WR Grace and Co. | | | | Celanese Corp. | | | | | | | | | Air Products & Chemicals Inc. | | | Eastman Chemical Co. | | | The Sherwin-Williams |
(1)
Formerly known as PolyOne Corporation The table below shows the target number of PSUs granted in 2021 and the actual number of PSUs earned, including dividends equivalents that were converted into additional PSUs. | | NEO(1)(2) | | | TARGET SHARED IN 2021 | | | ACHIEVEMENT | | | EARNED SHARE AWARD | | | | Mark Newman(3) | | | 50,976 | | | 93% | | | 0 | | | | Jonathan Lock(3) | | | 10,412 | | | 93% | | | 0 | | | | Denise Dignam | | | 9,371 | | | 93% | | | 9,496 | | | | Alvenia Scarborough | | | 5,206 | | | 93% | | | 5,276 | | | | Susan Kelliher | | | 14,577 | | | 93% | | | 14,772 | |
(1)
Ms. Wellman was not eligible for this plan in 2021. (2)
Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023 and their PSUs were forfeited. (3)
Had the CLDC and the Board not applied negative discretion, Mr. Newman and Mr. Lock would have received PSU payouts of 51,523 shares and 10,551 shares, respectively. | | | | | 2024 Proxy Statement | | | 53 | |
Company Sponsored Employee Benefits The Company offers its NEOs health, welfare and retirement plan benefits consistent with all other U.S. based employees. Additional elements specific to the executive compensation program include nonqualified retirement benefit plans, reimbursement of financial planning and income tax preparation services, and change-in-control benefits. The Non-qualified Retirement Savings Restoration Plan (RSRP) The RSRP is a nonqualified defined contribution plan that restores benefits above the Internal Revenue Code limits for tax- qualified retirement plans to be consistent with those provided to other eligible employees. Each year during the enrollment window, eligible employees can elect to defer 1-6% of compensation. The deferral elections are effective when the participant’s year-to-date compensation exceeds the IRS annual compensation limit ($330,000 for 2023). Compensation for RSRP purposes consists of base salary and AIP payments. Chemours provides a company-matching contribution equal to 100% of the first 6% of the NEO’s deferral amount. In addition, and entirely at its discretion, the Company may make non-elective contributions to the RSRP. Employee and matching contributions are always 100% vested. Non-elective contributions are vested upon completion of three years of service. The NEOs are 100% vested in their deferrals and related investment experience. The Non-Qualified Management Deferred Compensation Plan (MDCP) Under the MDCP, a nonqualified elective deferred compensation plan, participants may defer base salary, AIP, and certain incentive plan awards until a later date. Each year during the enrollment window eligible employees can elect to defer: 1-60% of “base salary” and/or 1-60% of the annual incentives. Additionally, corporate officers may elect to defer settlement of their equity awards (i.e., RSUs and/or PSUs). NEOs are 100% vested in their deferrals and related investment experience. Financial Planning and Income Tax Preparation Benefit NEOs are eligible to receive reimbursement up to $15,000 per calendar year for financial planning and income tax preparation services provided to them by the financial services professional(s) of their choosing. This benefit is intended to enhance understanding and appreciation of company-sponsored compensation and benefit programs, and also emphasize the link between company financial outcomes and executive financial wellness. Amounts reimbursed will be imputed as income to the eligible executive in accordance with IRS regulations. Change-in-Control Severance Benefits To ensure that executives remain focused on Chemours’ business during a period of uncertainty, the Company maintains a change-in-control severance plan for NEOs. For any benefits to be earned, a change in control must occur and the executive’s employment must be terminated within two years following the change in control, either by Chemours without cause or the executive for good reason (often called a “double trigger”). The plan does not provide tax gross-ups. For additional information, see “Executive Compensation — Potential Payments upon Termination or Change-in-Control.” Benefits provided under the change-in-control severance plan include: ■
A lump sum cash payment of two times (three times for the CEO) the sum of the NEO’s base salary and target AIP; ■
A lump sum cash payment equal to the pro-rated portion of the NEO’s AIP target for the year of termination; and ■
Continued health and dental benefits, financial counseling and tax preparation, and outplacement services for up to two years (three years for the CEO) following the date of termination. The change-in-control severance plan also includes 12-month (18-month for the CEO) non-competition and non- solicitation covenants, non-disparagement, and confidentiality provisions. | | | | | 2024 Proxy Statement | | | 54 | |
Other Compensation Matters COMPENSATION AND RISK Management reviewed its executive and non-executive compensation programs and, in concurrence with the CLDC’s independent compensation consultant, determined that none of its compensation programs encourages or creates excessive risk-taking, and none are reasonably likely to have a material adverse effect on the Company. In conducting this assessment, the components and design features of executive and non-executive plans and programs were analyzed. A summary of the findings of the assessment was provided to the CLDC. Overall, the CLDC concluded that (1) the Company’s executive compensation programs provide a mix of awards with performance criteria and design features that mitigate potential excessive risk taking, and (2) non-executive employee compensation programs are appropriately balanced between fixed and variable compensation and do not encourage excessive risk taking. The CLDC also considered its payout caps or limits, stock ownership guidelines, and clawback policy as risk mitigating features of its executive compensation program. Stock Ownership Guidelines To further support the goal of achieving a strong link between shareholder and executive interests, the Company maintains stock ownership guidelines to require executive share ownership of a value equal to a specified multiple of base pay. Executives have five (5) years from the date they become subject to the guidelines to reach their respective ownership requirements. Until the ownership requirement is satisfied, 100% of the net shares realized from exercise or vesting of stock- based awards must be retained. Stock ownership guidelines are as follows: | | MULTIPLE OF BASE SALARY | | | 2023 TARGET | | | | Albemarle Corporation | | | Element Solutions Inc.(2) | | | Trinseo S.A. | | | Ashland Global Holdings Inc. | | | Huntsman Corporation | | | Tronox Holdings Plc | | | Avient Corporation(1) | | | Olin Corporation | | | Venator Materials Plc | | | Axalta Coating Systems Ltd | | | PPG Industries Inc. | | | Westlake Chemical Corp. | | | Celanese Corporation | | | RPM International | | | | |
(1)
Formally known as PolyOne Corporation
(2)
Formally known as Platform Product Specialty Solutions Corporation
(3)
W.R Grace & Co has been removed from the benchmark as it operates as a subsidiary of Standard Industry Inc.
The table below shows the target number of PSUs granted in 2019 and the actual number of PSUs earned, excluding dividend equivalent units.
| NEO | | | Shared Granted in 2019 | | | Achievement | | | Earned Share Award
(excl. dividend shares) | | | Mark Newman | | | | | 34,176 | | | | 50% | | | | | 17,088 | | | Mark Vergnano(1) | | | | | 88,374 | | | | 50% | | | | | 44,187 | | | | Sameer Ralhan | | | | | 20,820 | | | | 50% | | | | | 10,410 | | | | Edwin Sparks | | | | | 16,086 | | | | 50% | | | | | 8,043 | | | | David Shelton | | | | | 14,992 | | | | 50% | | | | | 7,496 | | | | Susan Kelliher | | | | | 9,468 | | | | 50% | | | | | 4,734 | | | | Bryan Snell(2) | | | | | 14,203 | | | | 50% | | | | | 5,771 | | |
(1)
Mr. Vergnano’s Performance Stock Units vested as if he were employed through December 31, 2021 to reflect his continued role with the Company, his support of the CEO transition process, and his performance during his tenure as CEO.
(2)
Award prorated based on days in role in accordance with PSU terms and conditions for retiring NEOs. Mr. Snell retired as of July 2, 2021, and thus was credited with 913 days (365+366+182) days.
Company Sponsored Employee Benefits
The Company offers the NEOs health and welfare and retirement plan benefits. Additional elements specific to the executive compensation program include nonqualified retirement benefit plans, reimbursement of financial planning and income tax preparation services, and change-in-control benefits.
The Chemours Company Retirement Savings Restoration Plan
The Chemours Company Retirement Savings Restoration Plan (RSRP) is a nonqualified defined contribution plan that restores benefits above the Internal Revenue Code limits for tax-qualified retirement plans to be consistent with those provided to other eligible employees at Chemours.
The Chemours Company Management Deferred Compensation Plan
Under the Chemours Company Management Deferred Compensation Plan (MDCP), a nonqualified elective deferred compensation plan, participants may defer base salary, bonus, and certain incentive plan awards until a later date. Generally, earnings on deferred amounts include returns on investments that mirror the investment alternatives available to all employees under the Company’s retirement savings plan.
Change-in-Control Severance Benefits
To ensure that executives remain focused on Chemours’ business during a period of uncertainty, Chemours maintains a change-in-control severance plan for its executives, including the NEOs. For any benefits to be earned, a change in control must occur and the executive’s employment must be terminated within two years following the change in control, either by Chemours without cause or the executive for good reason (often called a “double trigger”). The plan does not provide tax gross-ups. For additional information, see “Executive Compensation — Potential Payments upon Termination or Change-in-Control.”
Benefits provided under the change-in-control severance plan include:
•
A lump sum cash payment of two times (three times for the CEO) the sum of the executive’s base salary and target annual incentive;
•
A lump sum cash payment equal to the pro-rated portion of the executive’s target annual incentive for the year of termination; and
•
Continued health and dental benefits, financial counseling and tax preparation, and outplacement services for up to two years (three years for the CEO) following the date of termination.
The change-in-control severance plan also includes 12-month (18-month for the CEO) non-competition and non-solicitation covenants, non-disparagement, and confidentiality provisions.
Compensation and Risk
In 2021, Chemours management reviewed its executive and non-executive compensation programs and in concurrence with the Compensation and Leadership Development Committee’s independent compensation consultant, determined that none of its compensation programs encourages or creates excessive risk-taking, and none are reasonably likely to have a material adverse effect on the Company.
In conducting this assessment, the components and design features of executive and non-executive plans and programs were analyzed. A summary of the findings of the assessment was provided to the Compensation and Leadership Development Committee. Overall, the Compensation and Leadership Development Committee concluded that (1) the Company’s executive compensation programs provide a mix of awards with performance criteria and design features that mitigate potential excessive risk taking and (2) non-executive employee compensation programs are appropriately balanced between fixed and variable compensation and do not encourage excessive risk taking. The CLDC also considered its payout caps or limits, stock ownership guidelines, and claw back policy as risk mitigating features of its executive compensation program.
Payout Limitations or Caps
Earned awards from the short-term incentive plan are capped at 192.5% of target. This is a slight decrease from previous years resulting from the maximum payout of 150% of the ESG metric. PSU awards are capped at 250% of target to protect against excessive payouts.
Stock Ownership Guidelines
To further support our goal of achieving a strong link between shareholder and executive interests, Chemours maintains stock ownership guidelines to require executive share ownership of a value equal to a specified multiple
of base pay. Executives have five (5) years from the date they become subject to the guidelines to reach their respective ownership requirements. Until the ownership requirement is satisfied, 100% of the net shares realized from exercise or vesting of stock-based awards must be retained. Share ownership guidelines are as follows:
Multiple of Base Salary | | | 2021 Target | | | CEO | | | | | 5.0x | | | | | Other NEOs | | | | | 3.0x | | |
All applicable NEOs have satisfied or are on track to satisfy these guidelines.
Incentive Compensation Clawback Policy
The Incentive Compensation Clawback Policy (the “Policy”) covers each current and former employee of The Chemours Company (“Company”) or an Affiliate (within the meaning of the Company’s 2017 Equity and Incentive Plan (the 2017 Plan) who is or was, as the case may be, the recipient of incentive-based compensation (referred to in this policy as “Grantee”). The Policy is deemed part of the terms of any award made on or after the effective date of the Policy set forth above which by its terms provides for incentive-based compensation.
If a Grantee engages in misconduct (as defined in this Policy), the Grantee: (i) forfeits any right to receive any future awards or other equity-based incentive compensation; and (ii) the Company may demand repayment of any awards or cash payments already received by a Grantee (that were made subject to this Policy), including without limitation repayment due to making retroactive adjustments to any awards or cash payments already received by a Grantee, where such award or cash payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement as a result of misconduct by the Grantee. The Grantee shall be required to provide repayment within ten (10) days following such demand.
“Misconduct” means (i) Grantee’s employment or service is terminated for Cause (within the meaning of the Company’s Equity and Incentive Plan), or (ii) the breach of a non-compete or confidentiality covenant set out in the employment agreement between the Grantee and the Company or an Affiliate, or (iii) management has determined, after review and consultation with the Audit Committee, that the Company is required to prepare an accounting restatement due to material noncompliance, as a result of fraud or misconduct, with any financial reporting requirement under the securities laws, and the Compensation Committee has determined, subsequent to such restatement and in its sole discretion, that the Grantee: (A) had knowledge of the material noncompliance or the circumstances that gave rise to such noncompliance and failed to take reasonable steps to bring it to the attention of appropriate individuals within the Company; or (B) personally and knowingly engaged in practices which materially contributed to the circumstances that enabled a material noncompliance to occur.
Furthermore, if management has determined, after review and consultation with the Audit Committee, that the Company is required to prepare an accounting restatement due to material noncompliance, for reason(s) not related to fraud or misconduct, with any financial reporting requirement under the securities laws, the Company may demand repayment of any awards or cash payments already received by a Grantee (that were made subject to this Policy), including without limitation repayment due to making retroactive adjustments to any awards or cash payments already received by a Grantee, where such award or cash payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement. The Grantee shall be required to provide repayment within thirty (30) days following such demand.
This Policy is administered and enforced by the Compensation and Leadership Development Committee and its decision as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons.
This Policy is intended to comply with, shall be interpreted to comply with, and shall be deemed automatically amended to comply with, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the Securities and Exchange Commission or the New York Stock Exchange, including any additional or new requirements that become effective after the effective date. Any such amendment shall be effective at such time as is necessary to comply with Section 10D of the Exchange Act of 1934, as amended.
The Company with support of the independent compensation consultants and external council continue to evaluate this policy in anticipation of final SEC guidance in this area. This Policy may be amended at any time by the Compensation and Leadership Development Committee, provided, however, that the Senior Vice President, People is hereby authorized to make any and all amendments required under applicable laws, rules or regulations.
| | | |
All applicable NEOs have satisfied or are on track to satisfy those guidelines. Incentive Compensation Clawback Policies In October 2023, the Board adopted the Incentive-Based Compensation Clawback Policy for Executive Officers (“Executive Officer Clawback Policy”) in line with SEC Rule 10D-1 and NYSE standards, along with the Incentive Compensation Clawback Policy for all current and former employees. The Executive Officer Clawback Policy requires the company to recover excess incentive-based compensation from executive officers and certain high-level employees (“Executive Officers”) in the case of a financial restatement due to material noncompliance with financial reporting requirements. Compensation subject to clawback includes stock price or shareholder return based incentives, with recoveries calculated based on either restated financials or reasonable estimates for stock- related metrics. The policy also specifies that “Recoverable Incentive-Based Compensation” pertains to compensation received after the effective date of the policy, during or after service as an Executive Officer, while listed on exchanges, and within three fiscal years preceding a restatement. The Executive Officer Clawback Policy stipulates that unless the Compensation Committee deems recovery impracticable, all erroneously awarded compensation must be reclaimed, and indemnification for such amounts is prohibited. Additionally, this policy sits alongside other recovery rights and does not limit the company’s ability to enforce obligations or seek legal action against covered persons. The policy also contains provisions for automatic compliance updates to match SEC and NYSE changes and is administered by the Compensation Committee, which has final say on policy interpretations. Furthermore, the Incentive Compensation Clawback Policy provides for broader remedial actions against all employees for misconduct-related restatements, including forfeiture of future awards and repayment demands covering all incentive vehicles, including annual inventive payments, and time- and performance-based long-term incentives. Triggers for clawback include terminations for cause, breaches of non-compete or confidentiality agreements, fraud, or misconduct leading to restatements, or failure to act upon knowledge of such issues. The company engages independent consultants and external counsel to regularly review and ensure the continued compliance of the policies with the evolving regulatory landscape. | | 47
Restrictions on Hedging and Similar Transactions
| | | 2024 Proxy Statement | | | 55 | |
Other Compensation Matters(continued) RESTRICTIONS ON HEDGING AND SIMILAR TRANSACTIONS The Company has a policy that prohibits executive officers and directors from engaging in the following types of transactions with respect to Chemours’ stock: hedging transactions, pledging securities, short sales, derivative transactions, margin accounts, and short-term trading. The Company has a policy that prohibits executive officers and directors from engaging in the following types of transactions with respect to Chemours’ stock: hedging transactions, pledging securities, short sales, derivative transactions, margin accounts, and short-term trading.| | Deductibility of Compensation
| In setting the NEOs 2021 compensation packages, the Compensation and Leadership Development Committee considered Section 162(m) of the Internal Revenue Code, which provides that compensation in excess of $1 million paid to certain executive officers is generally not deductible. While the Compensation and Leadership Development Committee will continue to consider the tax deductibility of compensation.
CEO Pay Ratio
| There were no significant changes to the global employee population nor significant changes to employee compensation arrangements. per SEC rules, Chemours is using the same individual as last year for the CEO Pay Ratio. The second of the three-year period the individual can be used for this analysis. The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with SEC rules.
The individual’s compensation reflects January 1, 2021 to December 31, 2021. The total number of employees was approximately 6,400. When Chemours selected the employee, the Company determined the median of the employee’s pay, Chemours chose total earnings including overtime pay as the consistently applied compensation measure. Chemours then calculated an annual gross cash compensation for each employee. Chemours used a valid statistical sampling methodology to identify a population of employees whose base pay was within a 5% range of the median. Using this methodology, Chemours identified the median employee from that group.
It was determined that the total compensation for the selected median employee in 2021 was $109,148. The ratio of CEO pay to the median worker pay is 51:1.
| Element | | | Median Employee | | | CEO(4) | | | Salary (includes Overtime)(1) | | | | $ | 96,471 | | | | | $ | 837,500 | | | | Stock Awards | | | | $ | 0 | | | | | $ | 1,879,997 | | | | Option Awards | | | | $ | 0 | | | | | $ | 1,159,987 | | | | Non-Equity Incentive Plan Compensation/Bonus(2) | | | | $ | 6,780 | | | | | $ | 1,611,000 | | | | Change in Pension Value | | | | $ | 0 | | | | | $ | 0 | | | | All Other Compensation(3) | | | | $ | 5,897 | | | | | $ | 49,185 | | | | Summary Compensation Table Totals | | | | $ | 109,148 | | | | | $ | 5,537,669 | | | | CEO Pay Ratio | | | 51:1 | | | |
| 2024 Proxy Statement | (1)
Consists of 2021 base salary plus overtime pay.
| (2)
Actual 2021 cash incentive paid during the first quarter of fiscal year 2022 under a performance-based compensation plan.
| 56 | (3)
Consists of 2021 employer contributions to qualified and non-qualified defined contribution plans and perquisites/personal benefits as listed in footnote 5 of the Summary Compensation Table.
(4)
CEO Pay ratio reflects Mr. Newman’s pay from 2021 which is a blend of pre and post promotion compensation.
|
Other Compensation Matters(continued) SUMMARY COMPENSATION TABLE The following table sets forth information concerning the total compensation earned by the NEOs during fiscal years 2023, 2022, and 2021. | | NAME AND
PRINCIPAL POSITION | | | YEAR | | | SALARY
($) | | | BONUS
($) | | | STOCK
AWARDS
($)(1)(2) | | | OPTION
AWARDS
($)(3) | | | NON-EQUITY
INCENTIVE PLAN
COMPENSATION
($)(4) | | | ALL OTHER
COMPENSATION
($)(5) | | | TOTAL ($) | | | | Mark Newman
President and Chief Executive Officer | | | | | 2023 | | | | | | 1,000,000 | | | | | | | | | 3,249,640 | | | | | | 2,999,990 | | | | | | 0 | | | | | | 85,800 | | | | | | 7,335,430 | | | | | | | 2022 | | | | | | 995,833 | | | | | | | | | 3,464,363 | | | | | | 2,039,991 | | | | | | 1,024,400 | | | | | | 145,764 | | | | | | 7,670,351 | | | | | | | 2021 | | | | | | 837,500 | | | | | | | | | 1,879,997 | | | | | | 1,159,987 | | | | | | 1,611,000 | | | | | | 49,185 | | | | | | 5,537,669 | | | | | Jonathan Lock
Senior Vice President,
Chief Financial Officer | | | | | 2023 | | | | | | 527,083 | | | | | | | | | 570,135 | | | | | | 212,487 | | | | | | 0 | | | | | | 50,172 | | | | | | 1,359,878 | | | | | Denise Dignam
President, Titanium Technologies | | | | | 2023 | | | | | | 531,667 | | | | | | | | | 1,046,719 | | | | | | 412,480 | | | | | | 166,808 | | | | | | 75,059 | | | | | | 2,232,733 | | | | | | | 2022 | | | | | | 462,500 | | | | | | | | | 373,608 | | | | | | 219,993 | | | | | | 442,913 | | | | | | 71,650 | | | | | | 1,570,664 | | | | | Kristine Wellman
Senior Vice President,
General Counsel and
Corporate Secretary | | | | | 2023 | | | | | | 491,667 | | | | | | | | | 472,018 | | | | | | 324,993 | | | | | | 80,850 | | | | | | 45,367 | | | | | | 1,414,895 | | | | | Alvenia Scarborough
Senior Vice President,
Corporate
Communications, Chief
Brand Officer | | | | | 2023 | | | | | | 350,000 | | | | | | | | | 426,004 | | | | | | 162,481 | | | | | | 40,425 | | | | | | 36,425 | | | | | | 1,015,335 | | | | | Susan Kelliher
Senior Vice President,
People (January –
September) | | | | | 2023 | | | | | | 425,000 | | | | | | | | | 379,061 | | | | | | 349,996 | | | | | | 68,723 | | | | | | 58,685 | | | | | | 1,281,464 | | | | | | | 2022 | | | | | | 425,000 | | | | | | | | | 475,467 | | | | | | 279,996 | | | | | | 217,685 | | | | | | 58,191 | | | | | | 1,456,339 | | | | | | | 2021 | | | | | | 425,000 | | | | | | | | | 458,904 | | | | | | 279,992 | | | | | | 494,488 | | | | | | 36,233 | | | | | | 1,694,617 | | | | | Sameer Ralhan
Senior Vice President,
Chief Financial Officer
(January – June) | | | | | 2023 | | | | | | 323,649 | | | | | | | | | 934,291 | | | | | | 862,488 | | | | | | — | | | | | | 39,522 | | | | | | 2,159,950 | | | | | | | 2022 | | | | | | 625,000 | | | | | | | | | 1,103,826 | | | | | | 649,991 | | | | | | 394,000 | | | | | | 67,940 | | | | | | 2,840,757 | | | | | | | 2021 | | | | | | 616,667 | | | | | | | | | 786,684 | | | | | | 479,993 | | | | | | 895,000 | | | | | | 38,400 | | | | | | 2,816,744 | | | | | Edwin Sparks
President, Chemical
Solutions and Titanium
Technologies
(January – March) | | | | | 2023 | | | | | | 164,210 | | | | | | | | | 595,764 | | | | | | 549,989 | | | | | | — | | | | | | 24,675 | | | | | | 1,334,638 | | | | | | | 2022 | | | | | | 570,833 | | | | | | | | | 747,216 | | | | | | 439,996 | | | | | | 257,456 | | | | | | 77,659 | | | | | | 2,093,161 | | | | | | | 2021 | | | | | | 546,058 | | | | | | | | | 590,026 | | | | | | 359,992 | | | | | | 734,250 | | | | | | 41,521 | | | | | | 2,271,847 | | |
(1)
Represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with FASB ASC Topic 718. The grant date fair value of each PSU granted to NEOs in 2023, taking into account the estimated probable outcome of the performance conditions, was determined to be $40.64 on March 1, 2023. The techniques and assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value of each RSU granted to NEOs in 2023 is equal to the closing share price of Chemours common stock on their respective grant dates — $34.84 on March 1, 2023 and $36.86 on August 1, 2023. (2)
If the maximum level of performance were achieved, each NEO would earn 200% of the target number of PSUs awarded. based on the closing price of Chemours common stock on the March 1 grant date ($34.84), the maximum value of PSUs awarded on March 1, 2023, to each NEO is as follows: Mr. Newman — $2,999,933; Mr. Lock — $212,454; Ms. Dignam — $412,436; Ms. Wellman — $324,988; Ms. Scarborough — $162,494; Ms. Kelliher — $349,932; Mr. Ralhan — $862,499 and Mr. Sparks — $549,984. (3)
Represents the aggregate grant date fair value of stock options and performance stock options computed in accordance with FASB ASC Topic 718. Assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2023. (4)
Represents payouts under the Annual Incentive Plan. This column includes compensation which may have been deferred at the NEO’s election. Any such amounts will be included in the “Executive Contributions” column of the 2023 Nonqualified Deferred Compensation table. (5)
The amounts reflect perquisites and personal benefits (financial planning / income tax preparation) and Company contributions to qualified and nonqualified defined contribution plans. The following table details these amounts. | | 48
| Summary Compensation Table
| | 2024 Proxy Statement | | | 57 | |
Other Compensation Matters(continued) (6)
The CLDC and the Board applied negative discretion to reduce Mr. Newman’s and Mr. Lock’s AIP awards to $0. Had the CLDC and the Board not applied negative discretion, Mr. Newman and Mr. Lock would have received AIP awards of $300,300 and $81,253, respectively. | | NAME | | | COMPANY CONTRIBUTIONS
TO QUALIFIED DEFINED
CONTRIBUTION PLAN
($) | | | COMPANY CONTRIBUTION
TO NONQUALIFIED DEFINED
CONTRIBUTION PLAN
($) | | | FINANCIAL PLANNING/
INCOME TAX PREPARATION
($) | | | | Mark Newman | | | | | 20,800 | | | | | | 50,000 | | | | | | 15,000 | | | | | Jonathan Lock | | | | | 20,800 | | | | | | 21,872 | | | | | | 7,500 | | | | | Denise Dignam | | | | | 22,800 | | | | | | 37,259 | | | | | | 15,000 | | | | | Kristine Wellman | | | | | 20,800 | | | | | | 22,227 | | | | | | 2,340 | | | | | Alvenia Scarborough | | | | | 20,800 | | | | | | 11,900 | | | | | | 3,725 | | | | | Susan Kelliher | | | | | 20,800 | | | | | | 22,885 | | | | | | 15,000 | | | | | Sameer Ralhan | | | | | 20,800 | | | | | | 11,222 | | | | | | 7,500 | | | | | Edwin Sparks | | | | | 21,800 | | | | | | 2,875 | | | | | | — | | |
The following table sets forth information concerning the total compensation earned by the NEOs during fiscal years 2021, 2020, and 2019.| | Name and
Principal Position | | | Year | | | Salary
($) | | | Bonus
($) | | | Stock
Awards
($)(1)(2) | | | Option
Awards
($)(3) | | | Non-Equity
Incentive Plan
Compensation
($)(4) | | | All Other
Compensation
($)(5) | | | Total ($) | | Mark Newman
President and Chief
Executive Officer
(July – December) | | | | | 2021 | | | | | | 837,500 | | | | | | | | | 1,879,997 | | | | | | 1,159,987 | | | | | | 1,611,000 | | | | | | 49,185 | | | | | | 5,537.669 | | | | | | | 2020 | | | | | | 678,462 | | | | | | | | | 1,069,022 | | | | | | 599,997 | | | | | | 557,298 | | | | | | 90,691 | | | | | | 2,995,470 | | | | | | | 2019 | | | | | | 649,290 | | | | | | | | | 1,296,199 | | | | | | 719,982 | | | | | | | | | | | | 85,347 | | | | | | 2,750,819 | | | Mark Vergnano
President and Chief
Executive Officer
(retired
July 2021) | | | | | 2021 | | | | | | 528,977 | | | | | | | | | 4,816,342 | | | | | | 2,239,992 | | | | | | 1,221,675 | | | | | | 205,900 | | | | | | 9,012,886 | | | | | | | 2020 | | | | | | 1,029,808 | | | | | | | | | 3,991,015 | | | | | | 2,239,998 | | | | | | 1,207,479 | | | | | | 138,276 | | | | | | 8,606,576 | | | | | | | 2019 | | | | | | 1,029,808 | | | | | | | | | 4,273,767 | | | | | | 2,239,992 | | | | | | | | | | | | 152,077 | | | | | | 7,695,644 | | | Sameer Ralhan
Senior Vice
President, Chief
Financial Officer | | | | | 2021 | | | | | | 616,667 | | | | | | | | | 786,684 | | | | | | 479,993 | | | | | | 895,000 | | | | | | 38,400 | | | | | | 2,816,744 | | | | | | | 2020 | | | | | | 575,000 | | | | | | | | | 1,712,679 | | | | | | 399,997 | | | | | | 406,916 | | | | | | 48,740 | | | | | | 3,143,332 | | | | | | | 2019 | | | | | | 474,588 | | | | | | | | | 792,940 | | | | | | 439,987 | | | | | | | | | | | | 30,847 | | | | | | 1,738,361 | | | David Shelton
Senior Vice President, General Counsel and Corporate Secretary | | | | | 2021 | | | | | | 500,000 | | | | | | | | | 1,122,778 | | | | | | 379,992 | | | | | | 626,500 | | | | | | 44,400 | | | | | | 2,673,670 | | | | | | | 2020 | | | | | | 498,077 | | | | | | | | | 677,047 | | | | | | 379,999 | | | | | | 309,610 | | | | | | 60,461 | | | | | | 1,925,194 | | | | | | | 2019 | | | | | | 493,910 | | | | | | | | | 725,013 | | | | | | 379,988 | | | | | | | | | | | | 83,737 | | | | | | 1,682,648 | | | Edwin Sparks
President, Titanium
Technologies
and Chemical
Solutions
(March – December) | | | | | 2021 | | | | | | 546,058 | | | | | | | | | 590,026 | | | | | | 359,992 | | | | | | 734,250 | | | | | | 41,521 | | | | | | 2,271,847 | | | | | | | 2020 | | | | | | 537,500 | | | | | | | | | 2,070,143 | | | | | | 319,998 | | | | | | 327,938 | | | | | | 56,980 | | | | | | 3,312,559 | | | | | | | 2019 | | | | | | 396,300 | | | | | | | | | 564,003 | | | | | | 319,992 | | | | | | 241,511 | | | | | | 57,173 | | | | | | 1,578,979 | | | Susan Kelliher
Senior Vice President, People | | | | | 2021 | | | | | | 425,000 | | | | | | | | | 458,904 | | | | | | 279,992 | | | | | | 494,488 | | | | | | 36,233 | | | | | | 1,694,617 | | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bryan Snell
President Titanium
Technologies
(retired
July 2021) | | | | | 2021 | | | | | | 279,167 | | | | | | | | | 590,026 | | | | | | 649,989 | | | | | | 206,250 | | | | | | 345,473 | | | | | | 2,070,905 | | | | | | | 2020 | | | | | | 539,423 | | | | | | | | | 641,413 | | | | | | 359,997 | | | | | | 259,834 | | | | | | 53,943 | | | | | | 1,854,610 | | | | | | | 2019 | | | | | | 539,423 | | | | | | | | | 686,857 | | | | | | 359,998 | | | | | | 103,125 | | | | | | 60,082 | | | | | | 1,749,485 | | |
| | | 2024 Proxy Statement | | | 58 | |
Other Compensation Matters(continued) 2023 GRANTS OF PLAN BASED AWARDS The following table provides information on AIP awards, PSUs, PSOs, NQSOs and RSUs granted in 2023 to each NEO. For a complete understanding of the table, refer to the footnotes that follow. | | | | | | | | | | | | | | | | | | | | ESTIMATED POSSIBLE
PAYOUTS UNDER NONEQUITY
INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS
UNDER EQUITY
INCENTIVE PLAN AWARDS(2) | | | ALL OTHER
STOCK
AWARDS
NUMBER OF
SHARES OR
STOCK OR
UNITS
(#) | | | ALL OTHER
OPTIONS
AWARDS
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS(3)
(#) | | | EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($) | | | GRANT DATE
FAIR VALUE
OF STOCK
AND OPTION
AWARDS
($) | | | | NAME | | | TYPE OF
AWARD | | | GRANT
DATE | | | APPROVAL
DATE | | | THRESHOLD
($) | | | TARGET
($) | | | MAXIMUM
($) | | | THRESHOLD
(#) | | | TARGET
(#) | | | MAXIMUM
(#) | | | | Mark Newman | | | 2023 AIP | | | | | | | | | | | | | | | | | 650,000 | | | | | | 1,300,000 | | | | | | 2,600,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 97,656 | | | | | | 34.84 | | | | | | 1,499,996 | | | | | PSO | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100,200 | | | | | | 38.32 | | | | | | 1,499,994 | | | | | PSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | 21,527 | | | | | | 43,053 | | | | | | 86,106 | | | | | | | | | | | | | | | | | | | | | | | | 1,749,674 | | | | | RSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,053 | | | | | | | | | | | | | | | | | | 1,499,967 | | | | | Jonathan Lock | | | 2023 AIP | | | | | | | | | | | | | | | | | 175,874 | | | | | | 351,747 | | | | | | 703,494 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,917 | | | | | | 34.84 | | | | | | 106,245 | | | | | PSO | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,097 | | | | | | 38.32 | | | | | | 106,242 | | | | | PSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | 1,525 | | | | | | 3,049 | | | | | | 6,098 | | | | | | | | | | | | | | | | | | | | | | | | 123,911 | | | | | RSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,049 | | | | | | | | | | | | | | | | | | 106,227 | | | | | RSU | | | | | 8/1/23 | | | | | | 7/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,224 | | | | | | | | | | | | | | | | | | 339,997 | | | | | Denise Dignam | | | 2023 AIP | | | | | | | | | | | | | | | | | 201,627 | | | | | | 403,253 | | | | | | 806,506 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,427 | | | | | | 34.84 | | | | | | 206,239 | | | | | PSO | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,777 | | | | | | 38.32 | | | | | | 206,242 | | | | | PSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | 2,960 | | | | | | 5,919 | | | | | | 11,838 | | | | | | | | | | | | | | | | | | | | | | | | 240,548 | | | | | RSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,919 | | | | | | | | | | | | | | | | | | 206,218 | | | | | RSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,351 | | | | | | | | | | | | | | | | | | 499,989 | | | | | RSU | | | | | 8/1/23 | | | | | | 7/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,712 | | | | | | | | | | | | | | | | | | 99,964 | | | | | Kristine Wellman | | | 2023 AIP | | | | | | | | | | | | | | | | | 175,000 | | | | | | 350,000 | | | | | | 700,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,579 | | | | | | 34.84 | | | | | | 162,493 | | | | | PSO | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,855 | | | | | | 38.32 | | | | | | 162,499 | | | | | PSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | 2,332 | | | | | | 4,664 | | | | | | 9,328 | | | | | | | | | | | | | | | | | | | | | | | | 189,545 | | | | | RSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,664 | | | | | | | | | | | | | | | | | | 162,494 | | | | | RSU | | | | | 8/1/23 | | | | | | 7/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,255 | | | | | | | | | | | | | | | | | | 119,979 | | | | | Alvenia Scarborough | | | 2023 AIP | | | | | | | | | | | | | | | | | 87,500 | | | | | | 175,000 | | | | | | 350,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,289 | | | | | | 34.84 | | | | | | 81,239 | | | | | PSO | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,427 | | | | | | 38.32 | | | | | | 81,242 | | | | | PSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | 1,166 | | | | | | 2,332 | | | | | | 4,664 | | | | | | | | | | | | | | | | | | | | | | | | 94,772 | | | | | RSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,332 | | | | | | | | | | | | | | | | | | 81,247 | | | | | RSU | | | | | 8/1/23 | | | | | | 7/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,782 | | | | | | | | | | | | | | | | | | 249,985 | | |
(1)| | Represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with FASB ASC Topic 718. The grant date fair value of each PSU granted to NEOs in 2021, taking into account the estimated probable outcome of the performance conditions, was determined to be $26.68 on March 1, 2021 and $38.33 on July 1, 2021. Assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2021. The grant date fair value of each RSU granted to NEOs in 2021 is equal to the closing share price of Chemours common stock on their respective grant dates — $24.01 on March 1, 2021 and $35.46 on July 1, 2021.
| (2)
If the maximum level of performance were achieved, each NEO would earn 250% of the target number of PSUs awarded. Based on the closing price of Chemours common stock on the March 1 grant date ($24.01), the maximum value of PSUs awarded on March 1, 2021, to each NEO is as follows: Mr. Newman — $3,624,892; Mr. Vergnano — $6,999,995; Mr. Ralhan — $1,499,965; Mr. Shelton — $ 1,187,475; Mr. Sparks — $ 1,124,989; Ms. Kelliher — $874,984; Mr. Snell — $1,124,989.
|
(3)
Represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. Assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2021.
| 2024 Proxy Statement | (4)
Represents payouts under the Annual Incentive Plan. This column includes compensation which may have been deferred at the NEOs election. Any such amounts will be included in the “Executive Contributions” column of the 2021 Nonqualified Deferred Compensation table.
| (5)
The amounts reflect perquisites and personal benefits (financial planning / income tax preparation) and Company contributions to qualified and nonqualified defined contribution plans. The following table details these amounts.
| 59 | (6)
Compensation in the above table reflects Mr. Vergnano’s time as President and CEO and as Chairman of the Board. For purposes of the above chart, his Fees Earned or Paid in Cash for his service as Chairman is reflected in All Other Compensation, and his Equity Awards are reflected as Stock Awards.
| Name | | | Company Contributions to
Qualified Defined
Contribution Plan
($) | | | Company Contribution to
Nonqualified Defined
Contribution Plan
($) | | | Financial Planning/
Income Tax Preparation
($) | | | Separation
Agreements
($) | | | Mark Newman | | | | | 18,400 | | | | | | 16,750 | | | | | | 14,035 | | | | | | | | | | Mark Vergnano | | | | | 20,400 | | | | | | 10,500 | | | | | | 15,000 | | | | | | | | | | Sameer Ralhan | | | | | 18,400 | | | | | | 12,500 | | | | | | 7,500 | | | | | | | | | | David Shelton | | | | | 19,400 | | | | | | 10,000 | | | | | | 15,000 | | | | | | | | | | Edwin Sparks | | | | | 19,400 | | | | | | 10,764 | | | | | | 11,357 | | | | | | | | | | Susan Kelliher | | | | | 18,400 | | | | | | 2,833 | | | | | | 15,000 | | | | | | | | | | Bryan Snell | | | | | 20,400 | | | | | | 3,690 | | | | | | — | | | | | | 321,383 | | |
2021 Grants of Plan Based Awards
The following table provides information on AIP awards, PSUs and stock options granted in 2021 to each NEO. For a complete understanding of the table, refer to the footnotes that follow.
| | | | | | | | | | | | | Estimated Possible
Payouts Under Nonequity
Incentive Plan Awards(1) | | | Estimated Future Payouts
Under Equity
Incentive Plan Awards(2) | | | All Other
Stock
Awards;
Number of
Shares of
Stock or
Units
(#) | | | All other
Option
Awards;
Number of
Securities
Underlying
Options(3)
(#) | | | Exercise
of Base
Price of
Option
Awards
($) | | | Grant Date
Fair Value
of Stock
and Option
Awards
($) | | | Name | | | Type of award | | | Grant
Date | | | Approval
Date | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | Mark Newman | | | 2021 AIP | | | | | | | | | 450,000 | | | 900,000 | | | 1,732,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | | | | 61,349 | | | 24.01 | | | 599,993 | | | | | | Stock Options | | | 7/1/21 | | | 6/2/21 | | | | | | | | | | | | | | | | | | | | | | | | 34,696 | | | 35.46 | | | 559,993 | | | | | | PSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | 15,618 | | | 31,236 | | | 78,090 | | | | | | | | | | | | 833,376 | | | | | | PSU | | | 7/1/21 | | | 6/2/21 | | | | | | | | | | | | 9,870 | | | 19,740 | | | 49,350 | | | | | | | | | | | | 756,634 | | | | | | RSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | 6,247 | | | | | | | | | 149,990 | | | | | | RSU | | | 7/1/21 | | | 6/2/21 | | | | | | | | | | | | | | | | | | | | | 3,948 | | | | | | | | | 139,996 | | | Mark Vergnano | | | 2021 AIP | | | | | | | | | 341,250 | | | 682,500 | | | 1,313,813 | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | | | | 229,038 | | | 24.01 | | | 2,239,992 | | | | | | PSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | 58,309 | | | 116,618 | | | 291,545 | | | | | | | | | | | | 3,111,368 | | | | | | RSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | 64,972 | | | | | | | | | 1,559,978 | | | Sameer Ralhan | | | 2021 AIP | | | | | | | | | 250,000 | | | 500,000 | | | 962,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | | | | 49,079 | | | 24.01 | | | 479,993 | | | | | | PSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | 12,495 | | | 24,989 | | | 62,473 | | | | | | | | | | | | 666,707 | | | | | | RSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | 4,997 | | | | | | | | | 119,978 | | | David Shelton | | | 2021 AIP | | | | | | | | | 175,000 | | | 350,000 | | | 673,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | | | | 38,854 | | | 24.01 | | | 379,992 | | | | | | PSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | 9,892 | | | 19,783 | | | 49,458 | | | | | | | | | | | | 527,810 | | | | | | RSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | 24,780 | | | | | | | | | 594,968 | | | Edwin Sparks | | | 2021 AIP | | | | | | | | | 206,250 | | | 412,500 | | | 794,063 | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | | | | 36,809 | | | 24.01 | | | 359,992 | | | | | | PSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | 9,371 | | | 18,742 | | | 46,855 | | | | | | | | | | | | 500,037 | | | | | | RSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | 3,748 | | | | | | | | | 89,989 | |
| | | | | | | | | | | | | Estimated Possible
Payouts Under Nonequity
Incentive Plan Awards(1) | | | Estimated Future Payouts
Under Equity
Incentive Plan Awards(2) | | | All Other
Stock
Awards;
Number of
Shares of
Stock or
Units
(#) | | | All other
Option
Awards;
Number of
Securities
Underlying
Options(3)
(#) | | | Exercise
of Base
Price of
Option
Awards
($) | | | Grant Date
Fair Value
of Stock
and Option
Awards
($) | | | Name | | | Type of award | | | Grant
Date | | | Approval
Date | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | Susan Kelliher | | | 2021 AIP | | | | | | | | | 138,125 | | | 276,250 | | | 531,781 | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | | | | 28,629 | | | 24.01 | | | 279,992 | | | | | | PSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | 7,289 | | | 14,577 | | | 36,443 | | | | | | | | | | | | 388,914 | | | | | | RSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | 2,915 | | | | | | | | | 69,989 | | | Bryan Snell | | | 2021 AIP | | | | | | | | | 103,125 | | | 206,250 | | | 397,031 | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | | | | 66,461 | | | — | | | 649,989 | | | | | | PSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | 9,371 | | | 18,742 | | | 46,855 | | | | | | | | | | | | 500,037 | | | | | | RSU | | | 3/1/21 | | | 2/10/21 | | | | | | | | | | | | | | | | | | | | | 3,748 | | | | | | | | | 89,989 | |
(1)
Nonequity incentive plan awards are short-term incentives that may be earned under the 2021 AIP.
(2)
Equity incentive plan awards are PSUs corresponding to a three-year performance period, FY2021 – FY2023. The NEOs may earn 50% of the target award upon attainment of threshold performance and up to 250% of the target award upon attainment of maximum performance. Performance outcomes will be determined following the conclusion of the performance period. Dividend equivalent units will be applied to the actual number of shares earned.
(3)
|
Other Compensation Matters(continued) | | | | | | | | | | | | | | | | | | | | ESTIMATED POSSIBLE
PAYOUTS UNDER NONEQUITY
INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS
UNDER EQUITY
INCENTIVE PLAN AWARDS(2) | | | ALL OTHER
STOCK
AWARDS
NUMBER OF
SHARES OR
STOCK OR
UNITS
(#) | | | ALL OTHER
OPTIONS
AWARDS
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS(3)
(#) | | | EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($) | | | GRANT DATE
FAIR VALUE
OF STOCK
AND OPTION
AWARDS
($) | | | | NAME | | | TYPE OF
AWARD | | | GRANT
DATE | | | APPROVAL
DATE | | | THRESHOLD
($) | | | TARGET
($) | | | MAXIMUM
($) | | | THRESHOLD
(#) | | | TARGET
(#) | | | MAXIMUM
(#) | | | | Susan Kelliher | | | 2023 AIP | | | | | | | | | | | | | | | | | 148,750 | | | | | | 297,500 | | | | | | 595,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,393 | | | | | | 34.84 | | | | | | 174,996 | | | | | PSO | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,690 | | | | | | 38.32 | | | | | | 174,999 | | | | | PSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | 2,511 | | | | | | 5,022 | | | | | | 10,044 | | | | | | | | | | | | | | | | | | | | | | | | 204,094 | | | | | RSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,022 | | | | | | | | | | | | | | | | | | 174,966 | | | | | Sameer Ralhan | | | 2023 AIP | | | | | | | | | | | | | | | | | 250,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,076 | | | | | | 34.84 | | | | | | 431,247 | | | | | PSO | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,807 | | | | | | 38.32 | | | | | | 431,241 | | | | | PSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | 6,189 | | | | | | 12,378 | | | | | | 24,756 | | | | | | | | | | | | | | | | | | | | | | | | 503,042 | | | | | RSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,378 | | | | | | | | | | | | | | | | | | 431,250 | | | | | Edwin Sparks | | | 2023 AIP | | | | | | | | | | | | | | | | | 215,625 | | | | | | 431,250 | | | | | | 862,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,903 | | | | | | 34.84 | | | | | | 274,990 | | | | | PSO | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,370 | | | | | | 38.32 | | | | | | 274,999 | | | | | PSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | 3,947 | | | | | | 7,893 | | | | | | 15,786 | | | | | | | | | | | | | | | | | | | | | | | | 320,772 | | | | | RSU | | | | | 3/1/23 | | | | | | 2/6/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,893 | | | | | | | | | | | | | | | | | | 274,992 | | |
(1)
Nonequity incentive plan awards are short-term incentives that may be earned under the 2023 AIP. (2)
Equity incentive plan awards are PSUs corresponding to a three-year performance period, FY2023 — FY2025. The NEOs may earn 50% of the target award upon attainment of threshold performance and up to 200% of the target award upon attainment of maximum performance. Performance outcomes will be determined following the conclusion of the performance period. Dividend equivalent units will be applied to the actual number of shares earned. (3)
The exercise price for stock options is equal to the fair market value of a share of Chemours common stock on the grant date. The exercise price for PSOs is equal to the fair market value of a share of Chemours common stock on the grant date plus a 10% premium. Stock options and PSOs are not credited with dividend equivalent units. Stock options and PSOs feature three-year equal ratable vesting and a ten-year term. | | Outstanding Equity Awards at 2021 Fiscal Year-End | The following table shows the number of shares underlying exercisable and unexercisable options and unvested and, as applicable, unearned RSUs and PSUs (in each case denominated in shares of Chemours common stock) held by each of the NEOs as of December 31, 2021. Market or payout values in the table below are based on the closing price of Chemours common stock as of December 31, 2021: $33.56.
Upon completion of the separation from DuPont and in accordance with the Employee Matters Agreement, the NEOs received replacement Chemours stock option awards in respect of their DuPont stock option awards. The stock option awards reflected in the following table with a grant date prior to July 1, 2015, are these replacement stock option awards.
| | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | | | | | | Number of Securities Underlying
Unexercised Options(1) | | | Shares or Units of
Stock that Have Not
Vested(2) | | | Equity Incentive Plan
Awards: Unearned
Shares, Units or
Other Rights that
Have Not Vested(3) | | | Name | | | Grant Date | | | Exercisable
(#) | | | Unexercisable
(#) | | | Option
Exercise
Price ($) | | | Option
Expiration
Date | | | Number
(#) | | | Market Value
($) | | | Number
(#) | | | Market or
Payout Value
($) | | | Mark Newman | | | | | 7/1/2021 | | | | | | — | | | | | | 34,696 | | | | | | 35.46 | | | | | | 7/1/2031 | | | | | | 3,948 | | | | | | 132,495 | | | | | | 19,740 | | | | | | 662,474 | | | | | | | | | 3/1/2021 | | | | | | — | | | | | | 61,349 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 6,247 | | | | | | 209,649 | | | | | | 31,236 | | | | | | 1,048,280 | | | | | | | | | 3/2/2020 | | | | | | 53,476 | | | | | | 106,951 | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | 155,925 | | | | | | 5,232,843 | | | | | | | | | 6/3/2019 | | | | | | — | | | | | | 29,717 | | | | | | 21.96 | | | | | | 6/3/2029 | | | | | | 6,830 | | | | | | 229,215 | | | | | | | | | | | | | | | | | | | | | 3/1/2019 | | | | | | 24,157 | | | | | | 12,079 | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | 10,257 | | | | | | 344,225 | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | | 23,357 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | | 31,662 | | | | | | — | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2016 | | | | | | 166,089 | | | | | | — | | | | | | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7/6/2015 | | | | | | 197,161 | | | | | | — | | | | | | 16.04 | | | | | | 7/5/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mark Vergnano | | | | | 3/1/2021 | | | | | | — | | | | | | 229,038 | | | | | | 24.01 | | | | | | 7/1/2024 | | | | | | 64,972 | | | | | | 2,180,460 | | | | | | 38,801 | | | | | | 1,302,162 | | | | | | | | | 3/2/2020 | | | | | | 199,644 | | | | | | 399,286 | | | ��� | | | 14.43 | | | | | | 7/1/2024 | | | | | | | | | | | | | | | | | | 388,080 | | | | | | 13,023,965 | | | | | | | | | 3/1/2019 | | | | | | 104,065 | | | | | | 52,032 | | | | | | 38.02 | | | | | | 7/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | | 107,055 | | | | | | — | | | | | | 48.53 | | | | | | 7/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | | 145,118 | | | | | | — | | | | | | 34.72 | | | | | | 7/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2016 | | | | | | 543,944 | | | | | | — | | | | | | 5.40 | | | | | | 7/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7/6/2015 | | | | | | 331,231 | | | | | | — | | | | | | 16.04 | | | | | | 7/5/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Option Awards | | | Stock Awards | | | | | | | | | | | | Number of Securities Underlying
Unexercised Options(1) | | | Shares or Units of
Stock that Have Not
Vested(2) | | | Equity Incentive Plan
Awards: Unearned
Shares, Units or
Other Rights that
Have Not Vested(3) | | | Name | | | Grant Date | | | Exercisable
(#) | | | Unexercisable
(#) | | | Option
Exercise
Price ($) | | | Option
Expiration
Date | | | Number
(#) | | | Market Value
($) | | | Number
(#) | | | Market or
Payout Value
($) | | | Sameer Ralhan | | | | | 3/1/2021 | | | | | | — | | | | | | 49,079 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 4,997 | | | | | | 167,699 | | | | | | 24,989 | | | | | | 838,631 | | | | | | | | | 12/1/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 39,510 | | | | | | 1,325,956 | | | | | | | | | | | | | | | | | | | | | 3/2/2020 | | | | | | 35,651 | | | | | | 71,300 | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | 103,950 | | | | | | 3,488,562 | | ��� | | | | | | | 6/3/2019 | | | | | | — | | | | | | 17,830 | | | | | | 21.96 | | | | | | 6/3/2029 | | | | | | 4,098 | | | | | | 137,529 | | | | | | | | | | | | | | | | | | | | | 3/1/2019 | | | | | | 14,866 | | | | | | 7,433 | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | 6,312 | | | | | | 211,831 | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | | 4,866 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | | 6,596 | | | | | | — | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/26/2016 | | | | | | 80,000 | | | | | | — | | | | | | 9.43 | | | | | | 4/26/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2016 | | | | | | 55,363 | | | | | | — | | | | | | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Shelton | | | | | 3/1/2021 | | | | | | — | | | | | | 38,854 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 24,780 | | | | | | 831,617 | | | | | | 19,783 | | | | | | 663,917 | | | | | | | | | 3/2/2020 | | | | | | 33,868 | | | | | | 67,736 | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | 98,752 | | | | | | 3,314,117 | | | | | | | | | 3/1/2019 | | | | | | 17,653 | | | | | | 8,827 | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | 7,496 | | | | | | 251,566 | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | | 16,545 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | | 19,788 | | | | | | — | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2016 | | | | | | 83,044 | | | | | | — | | | | | | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Edwin Sparks | | | | | 3/1/2021 | | | | | | — | | | | | | 36,809 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 3,748 | | | | | | 125,783 | | | | | | 18,742 | | | | | | 628,982 | | | | | | | | | 12/1/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 39,510 | | | | | | 1,325,956 | | | | | | | | | | | | | | | | | | | | | 3/2/2020 | | | | | | — | | | | | | 57,040 | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | 34,650 | | | | | | 1,162,854 | | | | | | 83,160 | | | | | | 2,790,850 | | | | | | | | | 6/3/2019 | | | | | | — | | | | | | 17,830 | | | | | | 21.96 | | | | | | 6/3/2029 | | | | | | 4,098 | | | | | | 137,529 | | | | | | | | | | | | | | | | | | | | | 3/1/2019 | | | | | | 9,291 | | | | | | 4,646 | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | 3,945 | | | | | | 132,394 | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | | 5,352 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | | 4,312 | | | | | | — | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Susan Kelliher | | | | | 3/1/2021 | | | | | | — | | | | | | 28,629 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 2,915 | | | | | | 97,827 | | | | | | 14,577 | | | | | | 489,204 | | | | | | | | | 12/1/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,755 | | | | | | 662,978 | | | | | | | | | | | | | | | | | | | | | 3/2/2020 | | | | | | 24,956 | | | | | | 49,910 | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | 72,765 | | | | | | 2,441,993 | | | | | | | | | 3/1/2019 | | | | | | 11,149 | | | | | | 5,575 | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | 4,734 | | | | | | 158,873 | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | | 9,732 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/1/2017 | | | | | | 8,864 | | | | | | — | | | | | | 41.51 | | | | | | 6/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bryan Snell | | | | | 3/1/2021 | | | | | | — | | | | | | 66,461 | | | | | | 24.01 | | | | | | 7/2/2024 | | | | | | 3,748 | | | | | | 125,783 | | | | | | 3,012 | | | | | | 101,083 | | | | | | | | | 3/2/2020 | | | | | | 32,086 | | | | | | 64,170 | | | | | | 14.43 | | | | | | 7/2/2024 | | | | | | | | | | | | | | | | | | 44,272 | | | | | | 1,485,768 | | | | | | | | | 3/1/2019 | | | | | | 16,725 | | | | | | 8,362 | | | | | | 38.02 | | | | | | 7/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | | 17,518 | | | | | | — | | | | | | 48.53 | | | | | | 7/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | | 23,746 | | | | | | — | | | | | | 34.72 | | | | | | 7/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2016 | | | | | | 110,726 | | | | | | — | | | | | | 5.40 | | | | | | 7/2/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1)
The following table provides the vesting schedules of stock options outstanding as of December 31, 2021:
| 2024 Proxy Statement | Grant Date | | | Outstanding Vesting Dates | | 60 | |
Other Compensation Matters(continued) OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table shows the number of shares underlying exercisable and unexercisable options and unvested and, as applicable, unearned RSUs and PSUs (in each case denominated in shares of Chemours common stock) held by each of the NEOs as of December 31, 2023. Market or payout values in the table below are based on the closing price of Chemours common stock as of December 31, 2023: $31.54. | | | | | OPTION AWARDS | | | STOCK AWARDS | | | | | | | NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS(1) | | | SHARES OR UNITS
OF STOCK THAT
HAVE NOT
VESTED(2) | | | EQUITY INCENTIVE PLAN
AWARDS: UNEARNED
SHARES, UNITS OR
OTHER RIGHTS THAT
HAVE NOT VESTED(3) | | | | NAME | | | GRANT
DATE | | | EXERCISABLE
(#) | | | UNEXERCISABLE
($) | | | OPTION
EXERCISE
PRICE
($) | | | OPTION
EXPIRATION
DATE | | | NUMBER
(#) | | | MARKET
VALUE
($) | | | NUMBER
(#) | | | MARKET OR
PAYOUT
VALUE
($) | | | | Mark Newman(5) | | | 3/1/2023 | | | | | — | | | | | | 100,200 | | | | | | 38.32 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 97,656 | | | | | | 34.84 | | | | | | 3/1/2033 | | | | | | 44,066 | | | | | | 1,389,852 | | | | | | 44,066 | | | | | | 1,389,852 | | | | | 3/1/2022 | | | | | 68,756 | | | | | | 137,512 | | | | | | 25.98 | | | | | | 3/1/2032 | | | | | | 13,880 | | | | | | 437,771 | | | | | | 51,828 | | | | | | 1,634,658 | | | | | 7/1/2021 | | | | | 23,131 | | | | | | 11,565 | | | | | | 35.46 | | | | | | 7/1/2031 | | | | | | 1,443 | | | | | | 45,526 | | | | | | | | | | | | | | | | | 3/1/2021 | | | | | 40,899 | | | | | | 20,450 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 2,298 | | | | | | 72,494 | | | | | | | | | | | | | | | | | 3/2/2020 | | | | | 160,427 | | | | | | — | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/3/2019 | | | | | 29,717 | | | | | | — | | | | | | 21.96 | | | | | | 6/3/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019 | | | | | 36,236 | | | | | | — | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | 23,357 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | 31,662 | | | | | | — | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2016 | | | | | 166,089 | | | | | | — | | | | | | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jonathan Lock | | | 8/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,373 | | | | | | 295,617 | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 7,097 | | | | | | 38.32 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 6,917 | | | | | | 34.84 | | | | | | 3/1/2033 | | | | | | 3,121 | | | | | | 98,429 | | | | | | 3,121 | | | | | | 98,429 | | | | | 3/1/2022 | | | | | 5,730 | | | | | | 11,459 | | | | | | 25.98 | | | | | | 3/1/2032 | | | | | | 1,156 | | | | | | 36,467 | | | | | | 4,319 | | | | | | 136,216 | | | | | 3/1/2021 | | | | | 13,633 | | | | | | 6,816 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 766 | | | | | | 24,175 | | | | | | | | | | | | | | | | | 3/2/2020 | | | | | 22,459 | | | | | | — | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/3/2019 | | | | | 14,858 | | | | | | — | | | | | | 21.96 | | | | | | 6/3/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019 | | | | | 5,574 | | | | | | — | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5/1/2018 | | | | | 9,713 | | | | | | — | | | | | | 48.25 | | | | | | 5/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2024 Proxy Statement | | | 61 | |
Other Compensation Matters(continued) | | | | | OPTION AWARDS | | | STOCK AWARDS | | | | | | | NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS(1) | | | SHARES OR UNITS
OF STOCK THAT
HAVE NOT
VESTED(2) | | | EQUITY INCENTIVE PLAN
AWARDS: UNEARNED
SHARES, UNITS OR
OTHER RIGHTS THAT
HAVE NOT VESTED(3) | | | | NAME | | | GRANT
DATE | | | EXERCISABLE
(#) | | | UNEXERCISABLE
($) | | | OPTION
EXERCISE
PRICE
($) | | | OPTION
EXPIRATION
DATE | | | NUMBER
(#) | | | MARKET
VALUE
($) | | | NUMBER
(#) | | | MARKET OR
PAYOUT
VALUE
($) | | | | Denise Dignam | | | 8/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,756 | | | | | | 86,916 | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 13,777 | | | | | | 38.32 | | | | | | 3/1/2033 | | | | | | 14,689 | | | | | | 463,291 | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 13,427 | | | | | | 34.84 | | | | | | 3/1/2033 | | | | | | 6,058 | | | | | | 191,069 | | | | | | 6,058 | | | | | | 191,079 | | | | | 3/1/2022 | | | | | 7,415 | | | | | | 14,829 | | | | | | 25.98 | | | | | | 3/1/2032 | | | | | | 1,496 | | | | | | 47,195 | | | | | | 5,589 | | | | | | 176,286 | | | | | 3/1/2021 | | | | | 12,269 | | | | | | 6,135 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 10,186 | | | | | | 321,260 | | | | | | | | | | | | | | | | | 3/2/2020 | | | | | 11,140 | | | | | | — | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019 | | | | | 3,832 | | | | | | — | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | 2,068 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | 2,473 | | | | | | — | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kristine Wellman | | | 8/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,307 | | | | | | 104,318 | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 10,855 | | | | | | 38.32 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 10,579 | | | | | | 34.84 | | | | | | 3/1/2033 | | | | | | 4,774 | | | | | | 150,565 | | | | | | 4,774 | | | | | | 150,565 | | | | | 3/1/2022 | | | | | 5,309 | | | | | | 10,616 | | | | | | 25.98 | | | | | | 3/1/2032 | | | | | | 4,286 | | | | | | 135,175 | | | | | | | | | | | | | | | | | 3/1/2021 | | | | | 4,260 | | | | | | 2,130 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 958 | | | | | | 30,219 | | | | | | | | | | | | | | | | | 3/2/2020 | | | | | 11,140 | | | | | | — | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019 | | | | | 4,006 | | | | | | — | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | 2,554 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | 5,936 | | | | | | — | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Alvenia Scarborough | | | 8/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,891 | | | | | | 217,354 | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 5,427 | | | | | | 38.32 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 5,289 | | | | | | 34.84 | | | | | | 3/1/2033 | | | | | | 2,387 | | | | | | 75,282 | | | | | | 2,387 | | | | | | 75,282 | | | | | 3/1/2022 | | | | | 4,382 | | | | | | 8,762 | | | | | | 25.98 | | | | | | 3/1/2032 | | | | | | 884 | | | | | | 27,866 | | | | | | 3,302 | | | | | | 104,156 | | | | | 3/1/2021 | | | | | 6,816 | | | | | | 3,408 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 5,659 | | | | | | 178,481 | | | | | | | | | | | | | | | | | 3/1/2019 | | | | | 3,135 | | | | | | — | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | 2,433 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2017 | | | | | 3,627 | | | | | | — | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2024 Proxy Statement | | | 62 | |
Other Compensation Matters(continued) | | | | | OPTION AWARDS | | | STOCK AWARDS | | | | | | | NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS(1) | | | SHARES OR UNITS
OF STOCK THAT
HAVE NOT
VESTED(2) | | | EQUITY INCENTIVE PLAN
AWARDS: UNEARNED
SHARES, UNITS OR
OTHER RIGHTS THAT
HAVE NOT VESTED(3) | | | | NAME | | | GRANT
DATE | | | EXERCISABLE
(#) | | | UNEXERCISABLE
($) | | | OPTION
EXERCISE
PRICE
($) | | | OPTION
EXPIRATION
DATE | | | NUMBER
(#) | | | MARKET
VALUE
($) | | | NUMBER
(#) | | | MARKET OR
PAYOUT
VALUE
($) | | | | Susan Kelliher | | | 3/1/2023 | | | | | — | | | | | | 11,690 | | | | | | 38.32 | | | | | | 3/1/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2023 | | | | | — | | | | | | 11,393 | | | | | | 34.84 | | | | | | 3/1/2033 | | | | | | 5,140 | | | | | | 162,122 | | | | | | 5,140 | | | | | | 162,122 | | | | | 3/1/2022 | | | | | 9,437 | | | | | | 18,874 | | | | | | 25.98 | | | | | | 3/1/2032 | | | | | | 1,905 | | | | | | 60,081 | | | | | | 7,113 | | | | | | 224,351 | | | | | 3/1/2021 | | | | | 19,086 | | | | | | 9,543 | | | | | | 24.01 | | | | | | 3/1/2031 | | | | | | 15,845 | | | | | | 499,741 | | | | | | | | | | | | | | | | | 3/2/2020 | | | | | 74,866 | | | | | | — | | | | | | 14.43 | | | | | | 3/2/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2019 | | | | | 16,724 | | | | | | — | | | | | | 38.02 | | | | | | 3/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3/1/2018 | | | | | 9,732 | | | | | | — | | | | | | 48.53 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/1/2017 | | | | | 8,864 | | | | | | — | | | | | | 41.51 | | | | | | 6/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sameer Ralhan(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Edwin Sparks(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
The following table provides the vesting schedules of stock options outstanding as of December 31, 2023: | | GRANT DATE | | | OUTSTANDING VESTING DATES | | | | 3/1/2023 | | | Vests in equal installments on March 1, 2024, 2025 and 2026 | | | | 3/1/2022 | | | Vests in equal installments on March 1, 2024 and 2025 | | | | 7/1/2021 | | | Vests in equal installments on March 1, 2024 | | | | 3/1/2021 | | | Vests in equal installments on March 1, 2022, 2023 and 2024 | | 3/1/2021 | | | Vests in equal installments on March 1, 2022, 2023 and 2024 | | 3/2/2020 | | | Vests in equal installments on March 2, 2022 and 2023 | | 6/3/2019 | | | Vests on June 3, 2022 | | 3/1/2019 | | | Balance vests on March 1, 2022 |
(2)
The following table consists of RSUs outstanding as of December 31, 2023, and PSUs where the performance period is complete, but the units remain unvested. The following table provides details of the vesting schedules for such RSUs and PSUs, including dividend equivalent units: | | GRANT DATE | | | OUTSTANDING VESTING DATES | |
| (2)
The following table consists
| 8/1/2023 | | | Vests in equal installments on August 1, 2024, 2025 and 2026 | | | | 8/1/2023 | | | RSUs with vesting date of August 1, 2026 | | | | 3/1/2023 | | | Vests in equal installments on March 1, 2024, 2025 and 2026 | | | | 3/1/2023 | | | RSUs outstanding aswith vesting date of March 1, 2026 | | | | 3/1/2022 | | | Vests in equal installments on March 1, 2024 and 2025 | | | | 7/1/2021 | | | RSUs with vesting date of March 1, 2024 | | | | 7/1/2021 | | | PSUs with performance period ended December 31, 2023, vest in first quarter 2024 | | | | 3/1/2021 and | | | RSUs with vesting date of March 1, 2024 | | | | 3/1/2021 | | | PSUs where thewith performance period is complete, but the units remain unvested. The following table provides details of the vesting schedules for such RSUs and PSUs, including dividend equivalent units:
Grant Date | | | Outstanding Vesting Dates | | 7/1/2021 | | | Vests in equal installments on March 1, 2022, 2023 andended December 31, 2023, vest in first quarter 2024 | | 3/1/2021 | | | Vests in equal installments on March 1, 2022, 2023 and 2024 | | 12/1/2020 | | | RSUs with vesting date of December 1, 2023 | | 3/2/2020 | | | RSUs with vesting date of March 2, 2023 | | 6/3/2019 | | | PSUs where the performance period ended on December 31, 2021. If the NEO was not retirement eligible, the award remained unvested through the Determination Date of February 8, 2022. | | 3/1/2019 | | | PSUs where the performance period ended on December 31, 2021. If the NEO was not retirement eligible, the award remained unvested through the Determination Date of February 8, 2022. | |
| | 52
| | | 2024 Proxy Statement | | | 63 | |
Other Compensation Matters(continued) (3)
The following table provides the vesting schedules for unearned PSUs with outstanding vesting dates as of December 31, 2023: | | GRANT DATE | | | OUTSTANDING VESTING DATES | | | | 3/1/2023 | | | Performance period ending December 31, 2021:2025. The number of PSUs reported is based on achievement of target performance | Grant Date | | | Outstanding Vesting Dates | | | 3/1/2022 | | | Performance period ending December 31, 2024. The number of PSUs reported is based on achievement of threshold performance | | 3/1/2021 and 7/1/2021 | | | Performance period ending |
The 2022-2024 PSU plan provides for a payout range of 0% to 250% and dividend equivalent units are applied subsequently to the final performance determination. The 2023-2025 PSU plan provides for a payout range of 0% to 200% and dividend equivalent units are applied subsequently to the final performance determination. (4)
Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023. They have no outstanding equity awards at 2023 fiscal year-end. Mr. Ralhan departed the company effective June 19, 2023. Mr. Sparks departed the company effective March 31, 2023. (5)
The Company has entered into a separation and release agreement (“Separation Agreement”) dated as of March 22, 2024, with Mr. Newman, the former Chief Executive Officer. Under the Separation Agreement, the former Chief Executive Officer is not entitled to any severance, equity award vesting or other compensation in connection with his resignation. All unvested awards as of the date of the Separation Agreement were forfeited for no consideration. OPTION EXERCISES AND STOCK VESTED The table below identifies the number of shares of Chemours common stock acquired upon the exercise of stock options and the vesting of RSUs and PSUs during 2023: | | | | | OPTION AWARDS(1) | | | STOCK AWARDS(2) | | | | NAME | | | NUMBER OF SHARES
ACQUIRED ON EXERCISE
(#) | | | VALUE REALIZED ON
EXERCISE
($) | | | NUMBER OF SHARES
ACQUIRED ON VESTING
(#) | | | VALUE REALIZED
ON VESTING
($) | | | | Mark Newman | | | | | | | | | | | | | | | | | 157,826 | | | | | | 5,426,358 | | | | | Jonathan Lock | | | | | | | | | | | | | | | | | 21,946 | | | | | | 754,494 | | | | | Denise Dignam | | | | | | | | | | | | | | | | | 3,002 | | | | | | 106,677 | | | | | Kristine Wellman | | | | | | | | | | | | | | | | | 4,605 | | | | | | 162,503 | | | | | Alvenia Scarborough | | | | | 5,125 | | | | | | 91,587 | | | | | | 2,283 | | | | | | 81,433 | | | | | Susan Kelliher | | | | | | | | | | | | | | | | | 92,351 | | | | | | 3,072,581 | | | | | Sameer Ralhan | | | | | 259,408 | | | | | | 4,521,566 | | | | | | 102,258 | | | | | | 3,514,469 | | | | | Edwin Sparks | | | | | 55,619 | | | | | | 595,773 | | | | | | 119,759 | | | | | | 4,182,860 | | |
(1)
The value realized upon exercise is the difference between the market value of the stock on the exercise date and the option price, multiplied by the number of shares acquired on exercise. (2)
Represents the number of RSUs, PSUs and related dividend equivalent units vesting in 2023. The number of PSUs reported is based on achievement of target performance. | | 3/2/2020 | | | Performance period ending December 31, 2022. The number of PSUs reported is based on achievement of maximum performance. | |
The 2021 plan provides for a payout range of 0% to 250% and dividend equivalent units are applied subsequently to the final performance determination.
Option Exercises and Stock Vested
The table below identifies the number of shares of Chemours common stock acquired upon the exercise of stock options and the vesting of RSUs and PSUs during 2021:
| | | | Option Awards(1) | | | Stock Awards(2) | | | Name | | | Number of Shares
Acquired on Exercise
(#) | | | Value Realized on
Exercise
($) | | | Number of Shares
Acquired on Vesting
(#) | | | Value Realized
on Vesting
($) | | | Mark Newman | | | | | 67,675 | | | | | | 946,754 | | | | | | 2,868 | | | | | | 74,970 | | | | Mark Vergnano(3) | | | | | 198,121 | | | | | | 2,771,207 | | | | | | 50,564 | | | | | | 1,696,928 | | | | Sameer Ralhan | | | | | 34,457 | | | | | | 480,191 | | | | | | 597 | | | | | | 15,606 | | | | David Shelton | | | | | 19,640 | | | | | | 273,056 | | | | | | 2,031 | | | | | | 53,090 | | | | Edwin Sparks | | | | | 28,521 | | | | | | 618,087 | | | | | | 657 | | | | | | 17,174 | | | | Susan Kelliher | | | | | — | | | | | | — | | | | | | 1,195 | | | | | | 31,237 | | | | Bryan Snell(3) | | | | | 37,902 | | | | | | 653,097 | | | | | | 6,776 | | | | | | 227,386 | | |
(1)
The value realized upon exercise is the difference between the market value of the stock on the exercise date and the option price, multiplied by the number of shares acquired on exercise.
(2)
Represents the number of RSUs, PSUs and related dividend equivalent units vesting in 2021. The value realized upon vesting is computed by multiplying the number of units by the closing price of the underlying shares on the vesting date.
(3)
The 2019 grant, with a performance period of January 1, 2019 to December 31, 2021 was considered as ‘earned’ on December 31, 2021.
➢
Mr. Vergnano and Mr. Snell were retirement eligible and considered fully vested on December 31, 2021.
Their 2019 PSU awards are reported in the above table.
➢
If the NEO was not retirement eligible, the 2019 PSU award remained unvested through the Determination Date of February 9, 2022. Mr. Newman, Mr. Ralhan, Mr. Shelton, Mr. Sparks and Ms. Kelliher were not retirement eligible, therefore 2019 PSU awards are reported in the Outstanding Equity Awards at 2021 Fiscal Year-End table.
| | 54
2021 Nonqualified Deferred Compensation
| The following table provides information on the Company’s defined contribution or other plans that during 2021 provided for deferrals of compensation on a basis that is not tax-qualified. Mr. Newman, Mr. Vergnano, Mr. Ralhan, Mr. Shelton, Mr. Sparks, Ms. Kelliher, and Mr. Snell each participated in such a Chemours plan during 2021.
| Name | | | Executive
Contributions
in Last
Fiscal Year
($)(1) | | | Registrant
Contribution
in Last
Fiscal Year
($)(2) | | | Aggregate
Earning
in Last
Fiscal Year
($)(3) | | | Aggregate
Withdrawals /
Distributions
In last
Fiscal Year
($) | | | Aggregate
Balance
at Last
Fiscal
Year-End
($) | | | Mark Newman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 66,288 | | | | | | 66,288 | | | | | | 83,216 | | | | | | | | | | | | 734,866 | | | | MDCP | | | | | 83,595 | | | | | | | | | | | | 85,343 | | | | | | -45,175 | | | | | | 928,573 | | | | Mark Vergnano | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 86,549 | | | | | | 86,549 | | | | | | 24,520 | | | | | | | | | | | | 1,593,558 | | | | Sameer Ralhan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 44,015 | | | | | | 44,015 | | | | | | 96,908 | | | | | | | | | | | | 522,199 | | | | David Shelton | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 31,177 | | | | | | 31,177 | | | | | | 92,368 | | | | | | | | | | | | 667,421 | | | | MDCP | | | | | 125,000 | | | | | | | | | | | | 49,814 | | | | | | | | | | | | 549,072 | | | | Edwin Sparks | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 35,040 | | | | | | 35,040 | | | | | | 30,483 | | | | | | | | | | | | 309,782 | | | | MDCP | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Susan Kelliher | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 7,587 | | | | | | 7,587 | | | | | | 20,229 | | | | | | | | | | | | 172,051 | | | | MDCP | | | | | 146,623 | | | | | | | | | | | | 31,331 | | | | | | | | | | | | 333,020 | | | | Bryan Snell | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 3,690 | | | | | | 3,690 | | | | | | 56,421 | | | | | | | | | | | | 536,243 | | | | MDCP | | | | | | | | | | | | | | | | | 5,145 | | | | | | | | | | | | 325,498 | | |
| (1)
The amount in this column represents deferrals from base salary and Non-Equity Incentive Plan Compensation under the RSRP and/or MDCP. The amounts are also included in the 2021 Summary Compensation Table.
| 2024 Proxy Statement | (2)
The amount in this column represents employer contributions made under the RSRP; the amounts are also included in the 2021 Summary Compensation Table.
| (3)
Earnings (loss) represent returns on investments in twenty (20) core investment alternatives and interest accruals on cash balances, Chemours common stock returns, and dividend reinvestments. The core investment alternatives are the same investment alternatives available to all employees under the qualified plan. Interest is accrued on cash balances based on a rate that is traditionally less than 120% of the applicable federal rate, and dividend equivalents are accrued at a non-preferential rate. Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the 2021 Summary Compensation Table.
| 64 | This table reflects Salary and Non-Equity Incentive Plan Compensation amounts and Company contributions to qualified and nonqualified defined contribution plans reported in the aggregate balance at last fiscal year-end that were previously reported as compensation to the NEO in Chemours’ Summary Compensation Table for previous year(s).
| | | | RSRP | | | MDCP | | | TOTAL | | | Mark Vergnano | | | | | 1,449,728 | | | | | | — | | | | | | 1,449,728 | | | | Mark Newman | | | | | 493,221 | | | | | | 773,105 | | | | | | 1,266,326 | | | | Sameer Ralhan | | | | | 116,252 | | �� | | | | — | | | | | | 116,252 | | | | David Shelton | | | | | 328,870 | | | | | | — | | | | | | 328,870 | | | | Edwin Sparks | | | | | 114,525 | | | | | | — | | | | | | 114,525 | | |
Narrative Discussion of the Nonqualified Deferred Compensation Table
Chemours sponsors two nonqualified deferred compensation plans for the benefit of eligible employees. The Retirement Savings Restoration Plan (RSRP) supplements our qualified defined contribution plan, the Retirement Savings Plan (RSP), and is designed to provide benefits in excess of IRS qualified plan limits applicable to the RSP. The Management Deferred Compensation Plan (MDCP) is an elective deferral plan that provides eligible employees with the opportunity to defer receipt of a specified portion of their compensation, thereby postponing income taxation on amounts deferred until the time such deferrals are distributed from the MDCP. Eligible employees may elect to participate in either, neither, or both nonqualified deferred compensation plans annually. The following provides an overview of the various deferral options as of December 31, 2021.
Retirement Savings Restoration Plan
Each year during the enrollment window, eligible employees can elect to defer 1 – 6% of compensation. The deferral elections spring into effect when the participant’s year-to-date compensation exceeds the IRS annual compensation limit ($290,000 for 2021). Compensation for RSRP purposes consists of base salary and annual incentive payments. Chemours provides a Company matching contribution equal to 100% of the first 6% of the NEOs deferral amount. In addition, and entirely at its discretion, Chemours may make non-elective contributions to the RSRP.
Deferrals and contributions to the RSRP are notionally invested in the available investment alternatives which mirror those made available under the qualified RSP. The term “notional” means account balances are not actually invested in any of the deemed investment alternatives, rather, the rate of return derived from the notional investments is credited to individual account balances consistent with the participant’s investment direction elections.
When enrolling in the RSRP, participants are also requested to make distribution elections. Distributions are triggered by termination of employment and will commence either upon separation from service or 1 – 5 years thereafter if the participant so elects. Distributions may be paid in a lump sum or substantially equal annual installments over 2 – 15 years, at the election of the participant.
Employee and Matching contributions are always 100% vested. Non-Elective Contributions are vested upon completion of three years of service. The NEOs are 100% vested in their deferrals and related investment experience.
Management Deferred Compensation Plan
Under the terms of the MDCP, each year during the enrollment window eligible employees can elect to defer: 1 – 60% of “base salary” and/or 1 – 60% of the annual incentives. Additionally, corporate officers may elect to defer settlement of their equity awards (i.e., RSUs and/or PSUs).
Base salary and annual incentive award deferrals are notionally invested in the available investment alternatives. The term “notional” means account balances are not actually invested in any of the deemed investment alternatives, rather, the rate of return derived from the notional investments is credited to individual account balances consistent with the participant’s investment direction elections. Equity award deferrals are notionally invested in Chemours common stock with dividend equivalents credited as additional stock units. Chemours does not match deferrals under the MDCP.
When enrolling in the MDCP, participants are also requested to make distribution elections. Participants may elect either in-service or termination distribution elections. In-service distributions are payable as of a specified date in the form of a lump sum. Termination distributions commence either upon separation from service or 1 – 5 years thereafter if the participant so elects and can be paid either in a lump sum or substantially equal annual installments over 2 – 15 years, at the election of the participant.
NEOs are 100% vested in their deferrals and related investment experience.
Potential Payments upon Termination or Change in Control
The table below summarizes the potential payouts to the NEOs, upon a termination from the Company, or under specified situations in a change in control as further described below. The amounts shown in the following table are approximate and reflect certain assumptions that the Company has made in accordance with the SEC’s rules. These assumptions include that the termination of employment or change in control occurred on December 31, 2021, and that the value of a share of the Company’s stock on that day was $33.56, the closing price per share of the Company’s common stock on December 31, 2021. The table also includes potential payments under The Chemours Company 2017 Equity and Incentive Plan (the “2017 Plan”). The treatment of benefits under each plan on termination or change in control is detailed in the footnotes to the table.
| Name | | | Form of Compensation(1) | | | Voluntary
or For
Cause
($)(2) | | | Involuntary
Termination
without
Cause
($)(3) | | | Retirement
($)(4) | | | Death
($)(5) | | | Disability
($)(6) | | | Change in
Control(7) | | | Mark Newman | | | Annual Salary | | | | | | | | | | | 134,375 | | | | | | | | | | | | | | | | | | | | | | | | 2,925,000 | | | | | | | Target Annual Bonus | | | | | | | | | | | 1,170,000 | | | | | | | | | | | | | | | | | | | | | | | | 3,510,000 | | | | | | | Target Annual Bonus (pro-rated) | | | | | | | | | | | | | | | | | | | | | | | 1,170,000 | | | | | | 1,170,000 | | | | | | 1,170,000 | | | | | | | Health and Dental Benefits | | | | | | | | | | | 4,079 | | | | | | | | | | | | | | | | | | | | | | | | 48,943 | | | | | | | Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 12,900 | | | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 2,976,573 | | | | | | 2,976,573 | | | | | | 2,976,573 | | | | | | | RSUs | | | | | | | | | | | 342,144 | | | | | | — | | | | | | 342,144 | | | | | | 342,144 | | | | | | 342,144 | | | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 3,113,897 | | | | | | 3,113,897 | | | | | | 4,950,838 | | | | Total | | | | | | | | — | | | | | | 1,652,748 | | | | | | — | | | | | | 7,602,614 | | | | | | 7,602,614 | | | | | | 15,936,398 | | | | Mark Vergnano | | | Annual Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Target Annual Bonus | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Target Annual Bonus (pro-rated) | | | | | | | | | | | | | | | | | 682,500 | | | | | | | | | | | | | | | | | | | | | | | | | Health and Dental Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outplacement Services | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | | | | | 9,825,654 | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | | | | | | | | | | | | | 2,180,460 | | | | | | | | | | | | | | | | | | | | | | | | | PSUs | | | | | | | | | | | | | | | | | 8,800,573 | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | — | | | | | | — | | | | | | 21,489,187 | | | | | | — | | | | | | — | | | | | | — | | | | Sameer Ralhan | | | Annual Salary | | | | | | | | | | | 93,149 | | | | | | | | | | | | | | | | | | | | | | | | 1,250,000 | | | | | | | Target Annual Bonus | | | | | | | | | | | 500,000 | | | | | | | | | | | | | | | | | | | | | | | | 1,000,000 | | | | | | | Target Annual Bonus (pro-rated) | | | | | | | | | | | | | | | | | | | | | | | 500,000 | | | | | | 500,000 | | | | | | 500,000 | | | | | | | Health and Dental Benefits | | | | | | | | | | | 6,011 | | | | | | | | | | | | | | | | | | | | | | | | 48,086 | | | | | | | Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 8,600 | | | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 2,039,501 | | | | | | 2,039,501 | | | | | | 2,039,501 | | | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 1,493,655 | | | | | | 1,493,655 | | | | | | 1,493,655 | | | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 1,350,357 | | | | | | 1,350,357 | | | | | | 2,932,775 | | | | Total | | | | | | | | — | | | | | | 601,310 | | | | | | — | | | | | | 5,383,513 | | | | | | 5,383,513 | | | | | | 9,272,617 | | | | David Shelton | | | Annual Salary | | | | | | | | | | | 250,000 | | | | | | | | | | | | | | | | | | | | | | | | 1,000,000 | | | | | | | Target Annual Bonus | | | | | | | | | | | 350,000 | | | | | | | | | | | | | | | | | | | | | | | | 700,000 | | | | | | | Target Annual Bonus (pro-rated) | | | | | | | | | | | | | | | | | | | | | | | 350,000 | | | | | | 350,000 | | | | | | 350,000 | | | | | | | Health and Dental Benefits | | | | | | | | | | | 1,768 | | | | | | | | | | | | | | | | | | | | | | | | 14,141 | | | | | | | Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 8,600 | | | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 1,822,261 | | | | | | 1,822,261 | | | | | | 1,822,261 | | | | | | | RSUs | | | | | | | | | | | 831,617 | | | | | | — | | | | | | 831,617 | | | | | | 831,617 | | | | | | 831,617 | | | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 1,607,802 | | | | | | 1,607,802 | | | | | | 2,492,703 | | | | Total | | | | | | | | — | | | | | | 1,435,535 | | | | | | — | | | | | | 4,611,680 | | | | | | 4,611,680 | | | | | | 7,219,322 | | | | Edwin Sparks | | | Annual Salary | | | | | | | | | | | 275,000 | | | | | | | | | | | | | | | | | | | | | | | | 1,100,000 | | | | | | | Target Annual Bonus | | | | | | | | | | | 412,500 | | | | | | | | | | | | | | | | | | | | | | | | 825,000 | | | | | | | Target Annual Bonus (pro-rated) | | | | | | | | | | | | | | | | | | | | | | | 412,500 | | | | | | 412,500 | | | | | | 412,500 | | | | | | | Health and Dental Benefits | | | | | | | | | | | 1,639 | | | | | | | | | | | | | | | | | | | | | | | | 13,110 | | | | | | | Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 8,600 | | | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 1,649,529 | | | | | | 1,649,529 | | | | | | 1,649,529 | | | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 2,614,592 | | | | | | 2,614,592 | | | | | | 2,614,592 | | | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 1,493,350 | | | | | | 1,493,350 | | | | | | 2,285,168 | | | | Total | | | | | | | | — | | | | | | 691,289 | | | | | | — | | | | | | 6,169,971 | | | | | | 6,169,971 | | | | | | 8,908,499 | | |
| Name | | | Form of Compensation(1) | | | Voluntary
or For
Cause
($)(2) | | | Involuntary
Termination
without
Cause
($)(3) | | | Retirement
($)(4) | | | Death
($)(5) | | | Disability
($)(6) | | | Change in
Control(7) | | | Susan Kelliher | | | Annual Salary | | | | | | | | | | | 37,460 | | | | | | | | | | | | | | | | | | | | | | | | 850,000 | | | | | | | Target Annual Bonus | | | | | | | | | | | 276,250 | | | | | | | | | | | | | | | | | | | | | | | | 552,500 | | | | | | | Target Annual Bonus (pro-rated) | | | | | | | | | | | | | | | | | | | | | | | 276,250 | | | | | | 276,250 | | | | | | 276,250 | | | | | | | Health and Dental Benefits | | | | | | | | | | | 5,542 | | | | | | | | | | | | | | | | | | | | | | | | 44,335 | | | | | | | Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 8,600 | | | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 1,228,185 | | | | | | 1,228,185 | | | | | | 1,228,185 | | | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 760,805 | | | | | | 760,805 | | | | | | 760,805 | | | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 1,131,714 | | | | | | 1,131,714 | | | | | | 1,783,748 | | | | Total | | | | | | | | — | | | | | | 321,402 | | | | | | — | | | | | | 3,396,954 | | | | | | 3,396,954 | | | | | | 5,504,423 | | | | Bryan Snell | | | Annual Salary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Target Annual Bonus | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Target Annual Bonus (pro-rated) | | | | | | | | | | | | | | | | | 206,250 | | | | | | | | | | | | | | | | | | | | | | | | | Health and Dental Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outplacement Services | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | | | | | 1,862,275 | | | | | | | | | | | | | | | | | | | | | | | | | RSUs | | | | | | | | | | | | | | | | | 125,783 | | | | | | | | | | | | | | | | | | | | | | | | | PSUs | | | | | | | | | | | | | | | | | 1,007,555 | | | | | | | | | | | | | | | | | | | | | | | | | Retained Employee as Consultant | | | | | | | | | | | | | | | | | 110,000 | | | | | | | | | | | | | | | | | | | | | | | | | Non-Compete Agreement | | | | | | | | | | | | | | | | | 600,000 | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | — | | | | | | — | | | | | | 3,201,863 | | | | | | — | | | | | | — | | | | | | — | | | | |
Effective January 1, 2017, Chemours revised the termination provisions associated with PSU, Stock Option, and RSU awards to be more consistent with market prevalence and simplify administration. A summary of the provisions by award type follows.
Stock Options
•
Retirement eligibility results in continued vesting, and the time to exercise is three years post- employment or the original expiration date of the award, whichever occurs first.
•
Death or Disability termination results in immediate vesting of unvested awards and the time to exercise is limited to two years post-employment, or the original expiration date of the award whichever occurs first.
•
Change in Control with qualifying termination remains consistent with the description below.
•
Any other termination results in the forfeiture of unvested options and 90 days post-employment to exercise any options vested as of the termination date.
RSUs
•
Retirement eligibility results in continued vesting of unvested awards.
•
Death or Disability termination results in immediate vesting of unvested awards.
•
Change in Control with qualifying termination remains consistent with the description below.
•
Any other termination results in forfeiture of unvested awards.
PSUs
•
Retirement eligibility results in vesting of a pro-rated portion of the award, with performance based on actual performance over the full performance period and proration based on the number of days the NEO was employed during the performance period.
•
Death or Disability results in vesting of a pro-rated portion of the award, with performance based on actual performance over the full performance period and proration based on the number of days the NEO was employed during the performance period.
•
Change in Control with qualifying termination remains consistent with the description below.
•
Any other termination results in forfeiture of unvested awards.
•
The 2019 PSU grant, with a performance period of 1/1/2019 to 12/31/2021 was considered as ‘earned’ on 12/31/2021, but the PSUs remained unvested until performance was certified on 2/8/2022 if the executive was not retirement eligible on 12/31/2021.
|
Other Compensation Matters(continued) 2023 NONQUALIFIED DEFERRED COMPENSATION The following table provides information on the Company’s defined contribution or other plans that during 2023 provided for deferrals of compensation on a basis that is not tax qualified. Messrs. Newman, Lock, Ms. Dignam, Ms. Scarborough, Ms. Kelliher and Messrs. Ralhan and Sparks each participated in the plan during 2023. | | NAME | | | EXECUTIVE
CONTRIBUTIONS
IN LAST
FISCAL YEAR
($)(1) | | | REGISTRANT
CONTRIBUTION
IN LAST
FISCAL YEAR
($)(2) | | | AGGREGATE
EARNING
IN LAST
FISCAL YEAR
($)(3) | | | AGGREGATE
WITHDRAWALS /
DISTRIBUTIONS
IN LAST
FISCAL YEAR
($) | | | AGGREGATE
BALANCE
AT LAST
FISCAL
YEAR-END
($) | | | | Mark Newman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 50,000 | | | | | | 50,000 | | | | | | 140,713 | | | | | | | | | | | | 1,233,228 | | | | | MDCP | | | | | | | | | | | | | | | | | 137,876 | | | | | | | | | | | | 961,080 | | | | | Jonathan Lock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 21,872 | | | | | | 21,872 | | | | | | 13,328 | | | | | | | | | | | | 123,116 | | | | | Denise Dignam | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 37,259 | | | | | | 37,259 | | | | | | 23,322 | | | | | | | | | | | | 193,683 | | | | | Kristine Wellman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 22,227 | | | | | | 22,227 | | | | | | 15,955 | | | | | | | | | | | | 126,148 | | | | | Alvenia Scarborough | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 11,900 | | | | | | 11,900 | | | | | | 8,161 | | | | | | | | | | | | 57,842 | | | | | Susan Kelliher | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 22,885 | | | | | | 22,885 | | | | | | 39,338 | | | | | | | | | | | | 262,885 | | | | | MDCP | | | | | 130,611 | | | | | | | | | | | | 101,425 | | | | | | | | | | | | 772,635 | | | | | Sameer Ralhan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 11,222 | | | | | | 11,222 | | | | | | 122,291 | | | | | | | | | | | | 692,215 | | | | | Edwin Sparks | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RSRP | | | | | 2,875 | | | | | | 2,875 | | | | | | 58,679 | | | | | | -44,904 | | | | | | 392,827 | | |
(1)
The amount in this column represents deferrals from base salary and Non-Equity Incentive Plan Compensation under the RSRP and/or MDCP. The amounts are also included in the 2022 Summary Compensation Table. (2)
The amount in this column represents employer contributions made under the RSRP; the amounts are also included in the 2022 Summary Compensation Table. (3)
Earnings (loss) represent returns on investments in twenty (20) core investment alternatives and interest accruals on cash balances, Chemours common stock returns, and dividend reinvestments. The core investment alternatives are the same investment alternatives available to all employees under the qualified plan. Interest is accrued on cash balances based on a rate that is traditionally less than 120% of the applicable federal rate, and dividend equivalents are accrued at a non-preferential rate. Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the 2022 Summary Compensation Table. | | 58 | | | 2024 Proxy Statement | | | 65 | |
Other Compensation Matters(continued) This table reflects Salary and Non-Equity Incentive Plan Compensation amounts and Company contributions to qualified and nonqualified defined contribution plans reported in the aggregate balance at last fiscal year-end that were previously reported as compensation to the NEO in Chemours’ Summary Compensation Table for previous year(s). | | | | | RSRP
($) | | | MDCP
($) | | | TOTAL
($) | | | | Mark Newman | | | | | 848,725 | | | | | | 856,700 | | | | | | 1,705,425 | | | | | Denise Dignam | | | | | 99,650 | | | | | | — | | | | | | 99,650 | | | | | Susan Kelliher | | | | | 15,174 | | | | | | 146,623 | | | | | | 161,797 | | | | | Sameer Ralhan | | | | | 282,812 | | | | | | — | | | | | | 282,812 | | | | | Edwin Sparks | | | | | 272,999 | | | | | | — | | | | | | 272,999 | | |
Narrative Discussion of the Nonqualified Deferred Compensation Table Chemours sponsors two nonqualified deferred compensation plans for the benefit of eligible employees. The Retirement Savings Restoration Plan (RSRP) supplements our qualified defined contribution plan, the Retirement Savings Plan (RSP), and is designed to provide benefits more than IRS qualified plan limits applicable to the RSP. The Management Deferred Compensation Plan (MDCP) is an elective deferral plan that provides eligible employees with the opportunity to defer receipt of a specified portion of their compensation, thereby postponing income taxation on amounts deferred until the time such deferrals are distributed from the MDCP. Eligible employees may elect to participate in either, neither, or both nonqualified deferred compensation plans annually. The following provides an overview of the various deferral options as of December 31, 2023. Retirement Savings Restoration Plan Each year during the enrollment window, eligible employees can elect to defer 1-6% of compensation. The deferral elections spring into effect when the participant’s year-to-date compensation exceeds the IRS annual compensation limit ($330,000 for 2023). Compensation for RSRP purposes consists of base salary and annual incentive payments. Chemours provides. a Company matching contribution equal to 100% of the first 6% of the NEOs deferral amount. In addition, and entirely at its discretion, the Company may make non-elective contributions to the RSRP. Deferrals and contributions to the RSRP are notionally invested in the available investment alternatives which mirror those made available under the qualified RSP. The term “notional” means account balances are not actually invested in any of the deemed investment alternatives, rather, the rate of return derived from the notional investments is credited to individual account balances consistent with the participant’s investment direction elections. When enrolling in the RSRP, participants are also requested to make distribution elections. Distributions are triggered by termination of employment and will commence either upon separation from service or 1-5 years thereafter if the participant so elects. Distributions may be paid in a lump sum or substantially equal annual installments over 2-15 years, at the election of the participant. Employee and matching contributions are always 100% vested. Non-elective contributions are vested upon completion of three years of service. The NEOs are 100% vested in their deferrals and related investment experience. Management Deferred Compensation Plan Under the terms of the MDCP, each year during the enrollment window eligible employees can elect to defer: 1-60% of “base salary” and/or 1-60% of the annual incentives. Additionally, corporate officers may elect to defer settlement of their equity awards (i.e., RSUs and/or PSUs).
| | | | | 2024 Proxy Statement | | | 66 | |
Other Compensation Matters(continued) Base salary and annual incentive award deferrals are notionally invested in the available investment alternatives. The term “notional” means account balances are not actually invested in any of the deemed investment alternatives, rather, the rate of return derived from the notional investments is credited to individual account balances consistent with the participant’s investment direction elections. Equity award deferrals are notionally invested in Chemours common stock with dividend equivalents credited as additional stock units. Chemours does not match deferrals under the MDCP. When enrolling in the MDCP, participants are also requested to make distribution elections. Participants may elect either in- service or termination distribution elections. In-service distributions are payable as of a specified date in the form of a lump sum. Termination distributions commence either upon separation from service or 1-5 years thereafter if the participant so elects and can be paid either in a lump sum or substantially equal annual installments over 2-15 years, at the election of the participant. NEOs are 100% vested in their deferrals and related investment experience. Potential Payments upon Termination or Change in Control The table below summarizes the potential payouts to the NEOs, upon a termination from the Company, or under specified situations in a change in control as further described below. The amounts shown in the following table are approximate and reflect certain assumptions that the Company has made in accordance with the SEC’s rules. These assumptions include that the termination of employment or change in control occurred on December 31, 2023, and that the value of a share of the Company’s stock on that day was $31.54, the closing price per share of the Company’s common stock on December 29, 2023. The table also includes potential payments under The Chemours Company 2017 Equity and Incentive Plan (the “2017 Plan”). The treatment of benefits under each plan on termination or change in control is detailed in the footnotes to the table. The following table does not include Messrs. Ralhan and Sparks because they left the company during the year and no payments were made to these NEOs in connection with the termination of employment. Effective January 1, 2017, Chemours revised the termination provisions associated with PSUs, PSOs, NQSOs, and RSUs awards to be more consistent with market prevalence and simplify administration. A summary of the provisions by award type follows. The Company has entered into a Separation Agreement dated as of March 22, 2024, with Mr. Newman, the former Chief Executive Officer. Under the Separation Agreement, the former Chief Executive Officer is not entitled to any severance, equity award vesting or other compensation in connection with his resignation. Mr. Newman is not eligible for the payments and benefits described below. | | ➢ | | | 2024 Proxy Statement | | | 67 | |
Other Compensation Matters(continued) | | NAME(9) | | | FORM OF
COMPENSATION(1) | | | VOLUNTARY
OR FOR
CAUSE
($) | | | INVOLUNTARY
TERMINATION
WITHOUT
CAUSE
($)(2) | | | RETIREMENT
($)(3) | | | DEATH
($)(4) | | | DISABILITY
($)(5) | | | CHANGE IN
CONTROL
WITH
ASSUMPTION OR
SUBSTITUTION(6) | | | CHANGE IN
CONTROL
WITHOUT
ASSUMPTION OR
SUBSTITUTION(7) | | | TERMINATION
WITHOUT
CAUSE OR
RESIGNATION
FOR GOOD
REASON IN
CONNECTION
WITH CHANGE
IN CONTROL(8) | | | | Mark Newman | | | Annual Salary | | | | | — | | | | | | 176,282 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,000,000 | | | | | Target Annual Bonus | | | | | — | | | | | | 1,300,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,900,000 | | | | | Target Annual
Bonus (pro-rated) | | | | | — | | | | | | — | | | | | | — | | | | | | 1,300,000 | | | | | | 1,300,000 | | | | | | — | | | | | | — | | | | | | 1,300,000 | | | | | Health and
Dental Benefits | | | | | — | | | | | | 5,046 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60,551 | | | | | Outplacement Services | | | | | — | | | | | | 2,150 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,900 | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 918,555 | | | | | | 918,555 | | | | | | — | | | | | | 918,555 | | | | | | 918,555 | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 1,877,797 | | | | | | 1,877,797 | | | | | | — | | | | | | 1,877,797 | | | | | | 1,877,797 | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 4,120,156 | | | | | | 4,120,156 | | | | | | — | | | | | | 4,120,156 | | | | | | 6,061,389 | | | | | Total | | | | | — | | | | | | 1,483,478 | | | | | | — | | | | | | 8,216,508 | | | | | | 8,216,508 | | | | | | — | | | | | | 6,916,508 | | | | | | 17,131,192 | | | | | Jonathan Lock | | | Annual Salary | | | | | — | | | | | | 66,346 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,200,000 | | | | | Target Annual Bonus | | | | | — | | | | | | 450,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 900,000 | | | | | Target Annual
Bonus (pro-rated) | | | | | — | | | | | | — | | | | | | — | | | | | | 450,000 | | | | | | 450,000 | | | | | | — | | | | | | — | | | | | | 450,000 | | | | | Health and
Dental Benefits | | | | | — | | | | | | 7,425 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 59,398 | | | | | Outplacement Services | | | | | — | | | | | | 2,150 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,600 | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 115,037 | | | | | | 115,037 | | | | | | — | | | | | | 115,037 | | | | | | 115,037 | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 443,358 | | | | | | 443,358 | | | | | | — | | | | | | 443,358 | | | | | | 443,358 | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 532,103 | | | | | | 532,103 | | | | | | — | | | | | | 532,103 | | | | | | 682,526 | | | | | Total | | | | | — | | | | | | 525,921 | | | | | | — | | | | | | 1,540,498 | | | | | | 1,540,498 | | | | | | — | | | | | | 1,090,498 | | | | | | 3,858,919 | | | | | Denise Dignam | | | Annual Salary | | | | | — | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,100,000 | | | | | Target Annual Bonus | | | | | — | | | | | | 412,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 825,000 | | | | | Target Annual
Bonus (pro-rated) | | | | | — | | | | | | — | | | | | | — | | | | | | 412,500 | | | | | | 412,500 | | | | | | — | | | | | | — | | | | | | 412,500 | | | | | Health and
Dental Benefits | | | | | — | | | | | | 4,761 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,091 | | | | | Outplacement Services | | | | | — | | | | | | 2,150 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,600 | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 128,646 | | | | | | 128,646 | | | | | | — | | | | | | 128,646 | | | | | | 128,646 | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 789,068 | | | | | | 789,068 | | | | | | — | | | | | | 789,068 | | | | | | 789,068 | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 579,882 | | | | | | 579,882 | | | | | | — | | | | | | 579,882 | | | | | | 816,098 | | | | | Total | | | | | — | | | | | | 694,411 | | | | | | — | | | | | | 1,910,096 | | | | | | 1,910,096 | | | | | | — | | | | | | 1,497,596 | | | | | | 4,118,003 | | |
Mr. Vergnano and Mr. Snell were retirement eligible and considered fully vested on 12/31/2021.| | | | | 2024 Proxy Statement | | | 68 | |
Other Compensation Matters(continued) | | NAME(9) | | | FORM OF
COMPENSATION(1) | | | VOLUNTARY
OR FOR
CAUSE
($) | | | INVOLUNTARY
TERMINATION
WITHOUT
CAUSE
($)(2) | | | RETIREMENT
($)(3) | | | DEATH
($)(4) | | | DISABILITY
($)(5) | | | CHANGE IN
CONTROL
WITH
ASSUMPTION OR
SUBSTITUTION(6) | | | CHANGE IN
CONTROL
WITHOUT
ASSUMPTION OR
SUBSTITUTION(7) | | | TERMINATION
WITHOUT
CAUSE OR
RESIGNATION
FOR GOOD
REASON IN
CONNECTION
WITH CHANGE
IN CONTROL(8) | | | | Kristine Wellman | | | Annual Salary | | | | | — | | | | | | 87,340 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,000,000 | | | | | Target Annual Bonus | | | | | — | | | | | | 350,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 700,000 | | | | | Target Annual
Bonus (pro-rated) | | | | | — | | | | | | — | | | | | | — | | | | | | 350,000 | | | | | | 350,000 | | | | | | — | | | | | | — | | | | | | 350,000 | | | | | Health and
Dental Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Outplacement Services | | | | | — | | | | | | 2,150 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,600 | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 83,584 | | | | | | 83,584 | | | | | | — | | | | | | 83,584 | | | | | | 83,584 | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 404,595 | | | | | | 404,595 | | | | | | — | | | | | | 404,595 | | | | | | 404,595 | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 48,900 | | | | | | 48,900 | | | | | | — | | | | | | 48,900 | | | | | | 147,103 | | | | | Total | | | | | — | | | | | | 439,490 | | | | | | — | | | | | | 887,079 | | | | | | 887,079 | | | | | | — | | | | | | 537,079 | | | | | | 2,693,882 | | | | | Alvenia Scarborough | | | Annual Salary | | | | | — | | | | | | 86,939 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 700,000 | | | | | Target Annual Bonus | | | | | — | | | | | | 175,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 350,000 | | | | | Target Annual
Bonus (pro-rated) | | | | | — | | | | | | — | | | | | | — | | | | | | 175,000 | | | | | | 175,000 | | | | | | — | | | | | | — | | | | | | 175,000 | | | | | Health and
Dental Benefits | | | | | — | | | | | | 6,839 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,712 | | | | | Outplacement Services | | | | | — | | | | | | 2,150 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,600 | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 74,379 | | | | | | 74,379 | | | | | | — | | | | | | 74,379 | | | | | | 74,379 | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 324,673 | | | | | | 324,673 | | | | | | — | | | | | | 324,673 | | | | | | 324,673 | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 319,968 | | | | | | 319,968 | | | | | | — | | | | | | 319,968 | | | | | | 435,000 | | | | | Total | | | | | — | | | | | | 270,928 | | | | | | — | | | | | | 894,020 | | | | | | 894,020 | | | | | | — | | | | | | 719,020 | | | | | | 2,122,363 | | | | | Susan Kelliher | | | Annual Salary | | | | | — | | | | | | 53,806 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 850,000 | | | | | Target Annual Bonus | | | | | — | | | | | | 297,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 595,000 | | | | | Target Annual
Bonus (pro-rated) | | | | | — | | | | | | — | | | | | | — | | | | | | 297,500 | | | | | | 297,500 | | | | | | — | | | | | | — | | | | | | 297,500 | | | | | Health and
Dental Benefits | | | | | — | | | | | | 3,734 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,875 | | | | | Outplacement Services | | | | | — | | | | | | 2,150 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,600 | | | | | Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 176,798 | | | | | | 176,798 | | | | | | — | | | | | | 176,798 | | | | | | 176,798 | | | | | RSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 245,697 | | | | | | 245,697 | | | | | | — | | | | | | 245,697 | | | | | | 245,697 | | | | | PSUs | | | | | — | | | | | | — | | | | | | — | | | | | | 795,274 | | | | | | 795,274 | | | | | | — | | | | | | 795,274 | | | | | | 1,043,028 | | | | | Total | | | | | — | | | | | | 357,190 | | | | | | — | | | | | | 1,515,269 | | | | | | 1,515,269 | | | | | | — | | | | | | 1,217,769 | | | | | | 3,246,498 | | |
| | ➢
Mr. Newman, Mr. Ralhan, Mr. Shelton, Mr. Sparks and Ms. Kelliher were not retirement eligible, therefore the 2019 PSU award was unvested on 12/31/2021. The 2019 PSU awards are reported in the above table for termination reasons that would have resulted in payout of the unvested award on 12/31/2021.
| (1)
The award agreements for stock options, PSUs and RSUs contain restrictive covenants that may result in forfeiture of unvested stock options, PSUs and RSUs upon a breach of confidentiality, non-solicitation and non-competition obligations during employment and after termination of employment (for a period of one year for non-solicitation and non-competition).
| (2)
Amounts shown in this column indicate the NEO has achieved the requisite age and service milestones to be regarded as “retirement eligible” in accordance with award terms. To the extent that the NEO is retirement eligible, unvested stock options, RSUs, and PSUs are treated as if the NEO had retired. The amounts listed in the table for Mr. Vergnano and Mr. Snell represent values that will continue to vest in accordance with retirement eligible provisions. Mr. Vergnano and Mr. Snell meet the retirement eligible provisions for all plans. If an NEO is not retirement eligible, upon voluntary termination or termination for cause, the various Company plans and programs provide for forfeiture of all unvested stock options, RSUs, and PSUs. The PSUs listed relate to the 2020 and 2021 PSU grants and are based on the level of performance assumed and disclosed in the Outstanding Equity Awards at 2021 Fiscal Year-End table.
| 2024 Proxy Statement | (3)
Upon termination of employment for Lack of Work or Involuntary Termination:
| a.
Stock option awards granted on or after January 1, 2017, and vested as of the termination date may be exercised during the 90-day period following termination. Unvested stock option awards granted on or after January 1, 2018, to holders who are not retirement eligible are forfeited.
| 69 | b.
Stock option awards granted prior to January 1, 2017, may be exercised during the one-year period following termination.
c.
PSUs granted on or after January 1, 2017, and unvested as of the termination date are forfeited.
d.
To the extent that an NEO is retirement eligible, unvested stock options, RSUs and PSUs are treated as if the NEO has retired.
e.
Severance benefits consist of: one week of salary for each complete year of service, with a minimum of four weeks and a maximum of twenty-six weeks; pro-rata annual bonus based on service during the performance period (i.e. calendar year); three months of company-paid health care continuation coverage; limited outplacement assistance.
(4)
Upon Retirement:
a.
Stock options granted on or after January 1, 2017 continue vesting, but the time to exercise is limited to three years post-employment or the original expiration date of the award, whichever occurs first.
b.
For stock options granted prior to January 1, 2017 the award holder retains the full term of the award in which to exercise.
c.
PSUs are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2021 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2021 Fiscal Year-End table.
(5)
Upon Death:
a.
Stock option awards immediately vest and the time to exercise is limited to two years post-employment or the original expiration date of the award, whichever occurs first. Amount shown represents the in-the-money value of stock options for which vesting is accelerated, as of December 31, 2021.
b.
RSUs are automatically vested and paid out. Amount shown represents the value of all RSUs as of December 31, 2021 that are automatically vested and paid out.
c.
PSUs are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2021 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2021
|
Other Compensation Matters(continued) PSUs ■
Retirement eligibility results in vesting of a pro-rated portion of the award, with performance based on actual performance over the full performance period and proration based on the number of days the NEO was employed during the performance period ■
Death or Disability results in vesting of a pro-rated portion of the award, with performance based on actual performance over the full performance period and proration based on the number of days the NEO was employed during the performance period ■
Change in Control with qualifying termination remains consistent with the description below PSOs and NQSOs ■
Retirement eligibility results in continued vesting, and the time to exercise is three years post-employment or the original expiration date of the award, whichever occurs first ■
Death or disability termination results in immediate vesting of unvested awards and the time to exercise is limited to two years post-employment, or the original expiration date of the award whichever occurs first ■
Change in Control with qualifying termination remains consistent with the description below ■
Any other termination results in the forfeiture of unvested options and 90 days post-employment to exercise any options vested as of the termination date RSUs ■
Retirement eligibility results in continued vesting of unvested awards ■
Death or Disability termination results in immediate vesting of unvested awards ■
Change in Control with qualifying termination remains consistent with the description below ■
Any other termination results in forfeiture of unvested awards (1)
The award agreements for stock options, performance stock options, PSUs and RSUs contain restrictive covenants that may result in forfeiture of unvested PSUs, PSOs, NQSOs, and RSUs upon a breach of confidentiality, non-solicitation and non-competition obligations during employment and after termination of employment (for a period of one year for non-solicitation and non-competition). (2)
Upon termination of employment for Lack of Work or Involuntary Termination: a.
PSOs and NQSOs awards granted on or after January 1, 2017 and vested as of the termination date may be exercised during the 90-day period following termination. Unvested stock option awards granted on or after January 1, 2018, to holders who are not retirement eligible are forfeited. b.
NQSOs awards granted prior to January 1, 2017, may be exercised during the one-year period following termination. c.
PSUs granted on or after January 1, 2017, and unvested as of the termination date are forfeited. d.
To the extent that an NEO is retirement eligible, unvested PSOs and NQSOs, RSUs, and PSUs are treated as if the NEO has retired. e.
Severance benefits consist of: one week of salary for each complete year of service, with a minimum of four weeks and a maximum of twenty-six weeks; pro- rata annual bonus based on service during the performance period (i.e., calendar year); three months of Company-paid health care continuation coverage; limited outplacement assistance. (3)
Upon Retirement: a.
PSOs and NQSOs granted on or after January 1, 2017 continue vesting, but the time to exercise is limited to three years post-employment or the original expiration date of the award, whichever occurs first. b.
For stock options granted prior to January 1, 2017 the award holder retains the full term of the award in which to exercise. c.
PSUs are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2023 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2023 Fiscal Year-End table. (4)
Upon Death: a.
PSOs and NQSOs awards immediately vest and the time to exercise is limited to two years post-employment or the original expiration date of the award, whichever occurs first. Amount shown represents the in-the-money value of stock options for which vesting is accelerated, as of December 31, 2023. b.
RSUs are automatically vested and paid out. Amount shown represents the value of all RSUs as of December 31, 2023 that are automatically vested and paid out. c.
PSUs are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2023 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2023 Fiscal Year-End table. (5)
Upon termination of employment due to Disability: a.
PSOs and NQSOs awards granted on or after January 1, 2017 are immediately vested and the time to exercise is limited to two years post- employment or the original expiration date of the award, whichever occurs first. | | 59
(6)
Upon termination of employment for Disability:
| a.
Stock option awards granted on or after January 1, 2017 are immediately vested and the time to exercise is limited to two years post-employment or the original expiration date of the award, whichever occurs first.
| b.
Stock option awards granted prior to January 1, 2017 may be exercised during the one-year period following termination.
| 2024 Proxy Statement | c.
PSUs are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2021 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2021 Fiscal Year-End table.
| d.
RSUs are automatically vested and paid out. Amount shown represents the value of all RSUs as of December 31, 2021 that are automatically vested and paid out.
| 70 | e.
To the extent that the NEO is retirement eligible, unvested stock options, RSUs and PSUs are treated as if the NEO has retired.
(7)
Upon Change in Control:
a.
Treatment varies depending on whether the Company is the surviving entity and, if not, whether the awards are assumed by an acquiring entity. Values shown in the table above assume that the Company is not the surviving entity and the acquiring entity does not assume or otherwise provide for continuation of the awards.
b.
Stock options are immediately vested and cancelled in exchange for payment in an amount equal to (i) the excess of the fair market value per share of the stock subject to the award immediately prior to the change in control over the exercise or base price per share of stock subject to the award multiplied by (ii) the number of shares granted. Amount shown represents the in-the-money value of unvested stock options as of December 31, 2021.
c.
RSUs are immediately vested and all restrictions lapse. Awards cancelled in exchange for a payment equal to the fair market value per share of the stock subject to the award immediately prior to the change in control multiplied by the number of shares granted. Amount shown represents the value of all RSUs as of December 31, 2021.
d.
PSUs convert, at target amount, to time-based vesting RSUs, and subsequent vesting is governed by the applicable change-in-control terms. Amount shown represents the value of all PSUs, at target value, as of December 31, 2021.
In the event that the Company is the surviving entity, or the acquiring entity assumes or otherwise provides for continuation of the awards, all stock options, RSUs and PSUs remain in place or substitute awards are issued. Upon termination without cause or termination for good reason within two years after change in control, awards vest in full. Stock options remain exercisable for two years, or the original expiration date, whichever occurs first.
Under the Senior Executive Severance Plan, a change in control must occur and the executive’s employment must be terminated within two years following the change in control, either by the Company without cause or the executive for good reason (often called a “double trigger”). Benefits provided under the plan include: (i) a lump sum cash payment equal to two times (three times for the CEO) the sum of the executive’s base salary and target annual bonus; (ii) a lump sum cash payment equal to the pro- rated
|
Other Compensation Matters(continued) b.
NQSOs granted prior to January 1, 2017 may be exercised during the one-year period following termination. c.
PSUs are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2023 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2023 Fiscal Year-End table. d.
RSUs are automatically vested and paid out. Amount shown represents the value of all RSUs as of December 31, 2023 that are automatically vested and paid out. e.
To the extent that the NEO is retirement eligible, unvested stock options, RSUs and PSUs are treated as if the NEO has retired. (6)
Change in Control with Assumption or Substitution: Treatment varies depending on whether the Company is the surviving entity and, if not, whether the awards are assumed or substituted by an acquiring entity. If the company is the surviving entity or the awards are assumed or substituted, service-based vesting conditions applicable to options and RSUs are not accelerated, and PSU performance goals are deemed achieved at target levels with the awards remaining subject to service-based vesting conditions. Values shown in this column assume outstanding equity awards are assumed or substituted and therefore do not vest due to the change in control. (7)
Change in Control without Assumption or Substitution: Values shown in this column assume that the Company is not the surviving entity and the acquiring entity does not assume or substitute outstanding equity awards, resulting in the awards vesting in full and being cashed settled, with PSUs vesting at target levels. Accordingly, the amounts shown in this column reflect the in-the-money value of unvested stock options, the value of all RSUs, and the value of PSUs at target levels, in each case as of December 31, 2023. (8)
Termination without Cause or Resignation for Good Reason in connection with Change in Control: Under the Senior Executive Severance Plan, if a change in control occurs and the executive’s employment is terminated within two years following the change in control, either by the Company without cause or the executive for good reason (often called a “double trigger”), subject to the executive’s execution of a release of claims, the executive receives (i) a lump sum cash payment equal to two times (three times for the CEO) the sum of the executive’s base salary and target annual bonus; (ii) a lump sum cash payment equal to the prorated portion of the executive’s target annual bonus for the year of termination; and (iii) continued health and dental benefits and outplacement services for two years (three years for the CEO) following the date of termination. Additionally, under the 2017 Plan, equity awards would become fully vested, with PSUs vesting at target levels. Amounts shown in this column reflect severance payable under the Senior Executive Severance Plan and the value of equity awards that would vest assuming a change in control occurs and the executive’s employment is terminated without cause or for good reason on December 31, 2023. (9)
Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023, they are no longer eligible for compensation related to Change of Control. Susan Kelliher’s Special Employment, Separation, and Release Agreement On September 13, 2023, the Company announced Susan Kelliher, Senior Vice President, People, formalized her intention to retire from her position at the end of September 2023. As part of her transition plan, Ms. Kelliher began serving as a strategic advisor to the company, effective October 1, 2023. She will terminate service as an employee of the Company on July 1, 2024, and transition into a consulting role through June 30, 2025. The Company entered into a special employment, separation, and release agreement with Ms. Kelliher, effective October 1, 2023, which sets forth the terms of the above-described arrangements. As Strategic Advisor Organizational Effectiveness to the CEO, Ms. Kelliher has continued to receive the same base salary, AIP and LTIP awards at target as defined in her previous role. As part of Ms. Kelliher’s future separation of employment on July 1, 2024 and in exchange for her continued full-time employment through that date, in July 2024, Ms. Kelliher will receive $57,212 in severance pay, a 2024 AIP prorated target payout of $148,750, and other incidental benefits set forth in the separation and release agreement. In consideration of her ongoing non-competition and non-solicitation obligations and subject to entry into a post-separation agreement, Ms. Kelliher also will receive a cash payment of $400,000. In addition, pursuant to the separation and release agreement, Ms. Kelliher will be compensated approximately $33,333 per month for consulting services from July 2, 2024, through June 30, 2025. | | 60 | | | 2024 Proxy Statement | | | 71 | |
Other Compensation Matters(continued) Compensation and Leadership Development Committee Report Notwithstanding anything to the contrary set forth in any of the previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this proxy statement or future filings with the Securities and Exchange Commission, in whole or part, the following report shall not be deemed to be incorporated by reference into any such filing. The CLDC reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management of the Company. Based on the review and discussions noted above, the CLDC recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report and in this Proxy Statement. COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE Sean D. Keohane, Chair
Mary B. Cranston
Erin N. Kane
Pamela F. Fletcher | |
| | | 2024 Proxy Statement | | | 72 | |
Other Compensation Matters(continued) CEO PAY RATIO There were no significant changes to the global employee population nor significant changes to employee compensation arrangements. Per SEC rules, Chemours chose a new individual to represent the Median Employee as last year was the final year of the three-year period that individual’s compensation could be used for this analysis. The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with SEC rules. The individual’s compensation reflects January 1, 2023 to December 31, 2023. The total number of employees was approximately 6,200. When Chemours selected the employee, the Company determined the median employee’s pay. Chemours chose total earnings including overtime pay as the consistently applied compensation measure. Chemours then calculated an annual gross cash compensation for each employee. Chemours used a valid statistical sampling methodology to identify a population of employees whose base pay was within a 5% range of the median. Using this methodology, Chemours identified the median employee from that group. The total compensation for the selected median employee in 2023 was $109,473. The ratio of CEO pay to the median worker pay is 67:1. This ratio has decreased from 71:1 in 2022. | | ELEMENT | | | MEDIAN EMPLOYEE
$ | | | | | | | | | CEO
$ | | | | Salary (includes Overtime)(1) | | | | | 100,695 | | | | | | | | | | | | 1,000,000 | | | | | Stock Awards | | | | | 0 | | | | | | | | | | | | 3,249,640 | | | | | Option Awards | | | | | 0 | | | | | | | | | | | | 2,999,990 | | | | | Non-Equity Incentive Plan Compensation/Bonus(2) | | | | | 2,353 | | | | | | | | | | | | 0 | | | | | Change in Pension Value | | | | | 0 | | | | | | | | | | | | 0 | | | | | All Other Compensation(3) (4) | | | | | 6,426 | | | | | | | | | | | | 85,800 | | | | | Summary Compensation Table Totals | | | | | 109,473 | | | | | | | | | | | | 7,335,430 | | | | | CEO Pay Ratio | | | | | | | | | | | 67:1 | | | | | | | | |
(1)
Consists of 2023 base salary plus overtime pay. (2)
Actual 2023 cash incentive paid during the first quarter of fiscal year 2024 under a performance-based compensation plan. (3)
Consists of 2023 employer contributions to qualified and non-qualified defined contribution plans and perquisites/personal benefits as listed in footnote 5 of the Summary Compensation Table. (4)
The CLDC and the Board applied negative discretion to reduce the AIP payout for the former Chief Executive Officer Mr. Newman to $0. PAY VERSUS PERFORMANCE Chemours and the CLDC are committed to ensuring alignment between Company performance and executive compensation to encourage and reward management for the creation of shareholder value. This Pay vs. Performance disclosure provides an additional perspective on our pay and performance alignment. This perspective is enhanced by the inclusion of Compensation Actually Paid (“CAP”) to our PEOs and NEOs, which captures the annual change in management’s total, company-derived wealth. This provides a distinct view from total compensation for our CEO and NEO as set forth in the “Summary Compensation Table” (“SCT”), which captures the annual economic cost of compensation to the Company. CAP is a more suitable comparator to performance since it includes the effect of performance on executive compensation over time and the degree to which pay is aligned with performance. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Executive Compensation” section of the CD&A. Pay Versus Performance Table The following table shows the past four fiscal years’ of SCT pay, CAP, our cumulative total shareholder return (“TSR”), the cumulative TSR of our performance peers over the same period, our net income, and our Adjusted EBITDA. As the table below | | | | | 2024 Proxy Statement | | | 73 | |
Other Compensation Matters(continued) demonstrates, there is a strong relationship between our financial outcomes and CAP to PEOs and the average of CAP to the remaining NEOs. The CLDC believes strongly that the Company’s pay-for-performance approach is working as designed. The design includes the ability to use discretion, which the CLDC did in the case of the second PEO and one of the NEOs. | | YEAR | | | SUMMARY
COMPENSATION
TABLE
TOTAL FOR
FIRST PEO(1) | | | COMPENSATION
ACTUALLY
PAID TO FIRST
PEO(2) | | | SUMMARY
COMPENSATION
TABLE
TOTAL FOR
SECOND
PEO(3) | | | COMPENSATION
ACTUALLY
PAID TO
SECOND
PEO(4) | | | AVERAGE
SUMMARY
COMPENSATION
TABLE
TOTAL FOR
NON PEO(5) | | | AVERAGE
COMPENSATION
ACTUALLY
PAID TO
NON-PEO
NEOS(6) | | | VALUE OF INITIAL FIXED
$100 INVESTMENT BASED ON: | | | NET
INCOME
(MILLIONS)(9) | | | ADJUSTED
EBITDA
(MILLIONS)(10) | | | | TOTAL
SHAREHOLDER
RETURN(7) | | | PEER GROUP
TOTAL
SHAREHOLDER
RETURN(8) | | | | 2023 | | | | | — | | | | | | — | | | | | $ | 7,335,430 | | | | | $ | 934,313 | | | | | $ | 1,542,699 | | | | | $ | (296,368)(11) | | | | | $ | 203.94 | | | | | $ | 149.93 | | | | | $ | (238) | | | | | $ | 1,014 | | | | | 2022 | | | | | — | | | | | | — | | | | | $ | 7,670,351 | | | | | $ | 9,839,552 | | | | | $ | 2,107,360 | | | | | $ | 2,450,210 | | | | | $ | 191.44 | | | | | $ | 130.45 | | | | | $ | 578 | | | | | $ | 1,361 | | | | | 2021 | | | | $ | 9,012,886 | | | | | $ | 25,427,573 | | | | | $ | 5,537,669 | | | | | $ | 10,256,484 | | | | | $ | 2,359,471 | | | | | $ | 5,383,970 | | | | | $ | 203.63 | | | | | $ | 151.70 | | | | | $ | 608 | | | | | $ | 1,313 | | | | | 2020 | | | | $ | 8,606,576 | | | | | $ | 16,928,335 | | | | | | — | | | | | | — | | | | | $ | 2,915,198 | | | | | $ | 4,524,555 | | | | | $ | 145.61 | | | | | $ | 119.86 | | | | | $ | 219 | | | | | $ | 879 | | |
(1)
The dollar amounts reported are the amounts of total compensation reported for Mr. Vergnano for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (2)
The dollar amounts reported represent the amount of CAP to Mr. Vergnano, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Vergnano during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. Vergnano’s total compensation for each year to determine the CAP. (3)
The dollar amounts reported are the amounts of total compensation reported for Mr. Newman for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (4)
The dollar amounts reported represent the amount of CAP to Mr. Newman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Newman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. Newman’s total compensation for each year to determine the CAP. (5)
The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the applicable PEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding the applicable PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Jonathan Lock, Denise Dignam, Kristine Wellman, Alvenia Scarborough, Susan Kelliher, Sameer Ralhan, and Edwin Sparks; (ii) for 2022, Sameer Ralhan, Edwin Sparks, Alisha Bellezza, Denise Dignam, and David Shelton; (iii) for 2021, Sameer Ralhan, Edwin Sparks, Susan Kelliher, Bryan Snell, and David Shelton; and (iv) for 2020, Sameer Ralhan, Edwin Sparks, Mark Newman, and David Shelton. (6)
The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding the applicable PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the applicable PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to the NEOs’ (excluding the applicable PEO) total compensation for each year to determine the CAP. (7)
TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (8)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 400 Chemicals. (9)
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (10)
See “Compensation Discussion and Analysis” in this Proxy Statement for the definition of Adjusted EBITDA. (11)
Average Compensation Actually Paid of non-PEO NEOs is a negative amount due to equity forfeited upon the departures of Messrs. Ralhan and Sparks. | | | | | 2024 Proxy Statement | | | 74 | |
Other Compensation Matters(continued) Pay Versus Performance Calculation Detail | | | | | PEO 1 | | | PEO 2 | | | NEO AVERAGE | | | | | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | | Summary Compensation Table Total | | | | | — | | | | | | — | | | | | $ | 9,012,886 | | | | | $ | 8,606,576 | | | | | $ | 7,335,430 | | | | | $ | 7,670,351 | | | | | $ | 5,537,669 | | | | | | — | | | | | $ | 1,542,699 | | | | | $ | 2,107,360 | | | | | $ | 2,359,471 | | | | | $ | 2,915,198 | | | | | Less: Reported Fair Value of
Equity Awards(a) | | | | | — | | | | | | — | | | | | $ | 7,056,334 | | | | | $ | 6,231,013 | | | | | $ | 6,249,631 | | | | | $ | 5,504,353 | | | | | $ | 3,039,984 | | | | | | — | | | | | $ | 1,042,701 | | | | | $ | 1,130,702 | | | | | $ | 1,139,675 | | | | | $ | 1,807,220 | | | | | Add: Year-End Fair Value of
Equity Awards Granted in the
Year(b(i)) | | | | | — | | | | | | — | | | | | $ | 10,037,056 | | | | | $ | 14,805,523 | | | | | $ | 5,542,082 | | | | | $ | 7,286,350 | | | | | $ | 3,737,324 | | | | | | — | | | | | $ | 549,601 | | | | | $ | 1,482,246 | | | | | $ | 1,697,677 | | | | | $ | 3,537,581 | | | | | Add: Change in Fair Value of
Equity Awards Granted in
Prior Years and Remain
Unvested(b(II)) | | | | | — | | | | | | — | | | | | $ | 11,676,849 | | | | | $ | (501,171) | | | | | $ | (4,188,551) | | | | | $ | (231,485) | | | | | $ | 3,508,735 | | | | | | — | | | | | $ | (246,002) | | | | | $ | (164,478) | | | | | $ | 2,182,023 | | | | | $ | (157,388) | | | | | Add: Fair Value as of Vesting
Date of Equity Awards
Granted and Vested in the
Year(b(III)) | | | | | — | | | | | | — | | | | | $ | 144,996 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Add: Change in Fair Value of
Equity Awards Granted in
Prior Years that Vested in the
Year(b(iv)) | | | | | — | | | | | | — | | | | | $ | 507,084 | | | | | $ | (2,653) | | | | | $ | 516,921 | | | | | $ | 333,788 | | | | | $ | 184,986 | | | | | | — | | | | | $ | 97,757 | | | | | $ | 47,967 | | | | | $ | 77,860 | | | | | $ | (17,955) | | | | | Add: Fair Value at the End of
Prior Year of Equity Awards
that Fail to Meet Vesting
Conditions(b(v)) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | (1,929,442) | | | | | | — | | | | | | — | | | | | | — | | | | | $ | (1,178,272) | | | | | | — | | | | | | — | | | | | | — | | | | | Add: Value of Dividends or
other Earnings Paid on Stock
or Option Awards not
Otherwise Reflected in Fair
Value or Total
Compensation(b(vi)) | | | | | — | | | | | | — | | | | | $ | 1,105,035 | | | | | $ | 251,073 | | | | | $ | (92,496) | | | | | $ | 284,902 | | | | | $ | 327,754 | | | | | | — | | | | | $ | (19,450) | | | | | $ | 107,817 | | | | | $ | 206,615 | | | | | $ | 54,340 | | | | | Less: Reported Change in the
Actuarial Present Value of
Pension Benefits(c) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Add: Actuarially determined
service cost for services
rendered during the fiscal
year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Add: Entire cost of benefits
granted in a plan amendment
(or initiation) during the
applicable year that are
attributed by the benefit
formula to services rendered
in periods prior to the plan
amendment or initiation | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | CAP | | | | | — | | | | | | — | | | | | $ | 25,427,573 | | | | | $ | 16,928,335 | | | | | $ | 934,313 | | | | | $ | 9,839,552 | | | | | $ | 10,256,484 | | | | | | — | | | | | $ | (296,368) | | | | | $ | 2,450,210 | | | | | $ | 5,383,970 | | | | | $ | 4,524,555 | | |
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. (b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (c)
The amounts included in this row are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the SCT for each applicable year. | | | | | 2024 Proxy Statement | | | 75 | |
Other Compensation Matters(continued) Relationship Between CAP and Performance Measures Our equity-based compensation is influenced by stock price performance and by the Company’s performance against strategic and financial priorities established by the Board and CLDC. As a result, PEOs and NEOs actual compensation is driven by the Company’s success in delivering total shareholder return relative to peers (rTSR) and by delivering strategic and financial excellence. We note the following factors influenced the results of the Pay Versus Performance calculations: ■
Impact of Equity Compensation — A significant portion of the executives’ TDC is equity-based. Given the critical role of equity grants in the executives’ pay, stock price has a significant impact on actual compensation. The Company’s stock price has been volatile over the past four years, ranging from approximately $15 to above $44 per share, and the CAP to the PEOs, and the average of CAP to the remaining NEOs, tracks with that volatility. ■
CEO Transition — In July 2021, the Company completed a transition of the CEO role from Mr. Vergnano to Mr. Newman. The following tables reflect that transition, including the value of Mr. Vergnano’s separation agreement. Additionally, they reflect Mr. Newman’s compensation prior to and after his promotion to CEO. As noted in the CD&A, Mr. Newman’s CAP in 2021, 2022, and 2023 was impacted by the compensation philosophy to ramp TDC for newly promoted executives over a multi-year period. ■
CLDC Discretion — In 2023 the CLDC exercised negative discretion on the second PEO, Mr. Newman and one of the NEOs, Mr. Lock, which had significant impact on actual compensation. ■
Financial Metrics — Net Income and Adjusted EBITDA correlate with TSR over the long-term, but not necessarily in any given year, in part because TSR reflects investors’ assessment of the Company’s value, taking forward-looking factors into account. Conversely, Adjusted EBITDA and Net Income are backward-looking and measure performance over discrete one-year time periods. Our compensation program reflects our belief that actual compensation should correlate closely with stockholder returns but should also correlate with performance on key strategic priorities or financial metrics like net income or Adjusted EBITDA. The graph below displays the relationship between the Company’s TSR versus the TSR of its peer group. The Company’s TSR outperformed its peer group. | | | | | 2024 Proxy Statement | | | 76 | |
Other Compensation Matters(continued) CAP vs Company TSR(1)(2) The below chart showing the relationship between the average PEOs’ and NEOs’ CAP and TSR demonstrates the critical role of equity grants and significant impact of our stock price on our executives’ pay. (1)
TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. | | | | | 2024 Proxy Statement | | | 77 | |
Other Compensation Matters(continued) CAP vs Net Income (NI) and Adjusted EBITDA(1) The below chart shows the relationship between the average PEOs’ and NEOs’ CAP versus NI and Adjusted EBITDA which illustrates the impact of these measures as realized compensation. (1)
PEO CAP in displayed in the above table reflects Mr. Vergnano’s CAP in 2020, Mr. Newman’s CAP in 2022 and 2023 and an average CAP for both for 2021. Most Important Company Performance Measures for Determining Executive Compensation For fiscal year 2023, our CLDC identified the performance measures listed below as the most important financial performance measures used by the Company to link CAP for our named executive officers, for the most recently completed fiscal year, to the Company’s performance: ■
Adjusted EBITDA ■
Free Cash Flow ■
TSR | | | | | 2024 Proxy Statement | | | 78 | |
| | Compensation and Leadership Development Committee Report![[MISSING IMAGE: hd_proposalbar-pn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-046287/hd_proposalbar-pn.jpg) Notwithstanding anything to the contrary set forth in any of the previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this proxy statement or future filings with the Securities and Exchange Commission, in whole or part, the following report shall not be deemed to be incorporated by reference into any such filing.
The Compensation and Leadership Development Committee reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management of the Company. Based on the review and discussions noted above, the Compensation and Leadership Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in this Proxy Statement.
COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
Sean D. Keohane, Chair
Bradley J. Bell
Dawn L. Farrell
Erin N. Kane
PROPOSALProposal 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
PursuantAdvisory Vote to Section 14A of the Exchange Act and the related rules of the SEC, the Company seeks your vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including theApprove Named Executive Officer Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables (a “say-on-pay” vote).
As described in detail under the heading “Executive Compensation — Compensation Discussion and Analysis” in this Proxy Statement, the Board of Directors seeks to link a significant portion of executive officer compensation with the Company’s performance. The Company’s compensation programs are designed to reward the Company’s executive officers for the achievement of short-term and long-term financial goals, while minimizing excessive risk taking. The Company’s executive compensation program is strongly aligned with the long-term interests of shareholders. The Company urges you to read the Compensation Discussion and Analysis section of this Proxy Statement for additional details on executive compensation programs, including compensation philosophy and objectives and the compensation of named executive officers during fiscal year 2021.
The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to all compensation relating to the Company’s named executive officers, as described in this Proxy Statement.
The vote is advisory and is not binding on the Company, the Board, or the Compensation and Leadership Development Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board, or the Compensation and Leadership Development Committee. However, the Board and the Compensation and Leadership Development Committee value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding the Company’s executive officers.
Accordingly, the Board of Directors and management ask shareholders to approve the following resolution at the virtual Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Virtual Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement.”
| |
Pursuant to Section 14A of the Exchange Act and the related rules of the SEC, the Company seeks your vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures in the Company’s compensation tables (a “say-on-pay” vote). As described in detail under the heading “Executive Compensation — Compensation Discussion and Analysis” in this Proxy Statement, the Board of Directors seeks to link a significant portion of executive officer compensation with the Company’s performance. The Company’s compensation programs are designed to reward the Company’s executive officers for the achievement of short-term and long-term financial goals, while minimizing excessive risk taking. The Company’s executive compensation program is strongly aligned with the long-term interests of shareholders. The Company urges you to read the Compensation Discussion and Analysis section of this Proxy Statement for additional details on executive compensation programs, including compensation philosophy and objectives, and the compensation of named executive officers during fiscal year 2023. The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to all compensation relating to the Company’s named executive officers, as described in this Proxy Statement. The vote is advisory and is not binding on the Company, the Board, or the Compensation and Leadership Development Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board, or the Compensation and Leadership Development Committee. However, the Board and the Compensation and Leadership Development Committee value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding the Company’s executive officers. Accordingly, the Board of Directors and management ask shareholders to approve the following resolution at the Annual Meeting: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement.” | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT. | |
| | | | | 2024 Proxy Statement | | | 79 | |
PROPOSAL 3 — ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Pursuant to Section 14A of the Exchange Act and the related rules of the SEC, we seek your vote, on an advisory basis, on whether the say-on-pay vote should occur every one, two or three years. Stockholders may instead abstain from casting a vote on this proposal.
The Board asks that you support a frequency period of one year (an annual vote) for future advisory stockholder votes on the compensation of the Company’s named executive officers. The Board has determined that an annual advisory vote on executive compensation will allow stockholders to provide timely, direct input on the Company’s executive compensation philosophy, policies, and practices as disclosed in the proxy statement for each Annual Meeting. An annual vote is therefore consistent with the Company’s efforts to engage in a dialogue with stockholders on executive compensation and corporate governance matters.
Stockholders may vote on their preferred voting frequency by choosing the option of one year, two years or three years, or may abstain from voting. Stockholders are not voting to approve or disapprove the
| | recommendationProposal 3 — Ratification of the Board. Although the Board intends to carefully consider the voting resultsSelection of this proposal, the vote is advisory and is not binding on the Company, the Board or the Compensation Committee. The Board may decide that it is in the best interests of stockholders and the Company to hold an advisory vote to approve executive compensation more or less frequently than the frequency preferred by stockholders.Independent Registered Public Accounting Firm | THE BOARD RECOMMENDS THAT YOU VOTE FOR THE OPTION OF “ONE YEAR” AS THE PREFERRED FREQUENCY FOR AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.
PROPOSAL 4 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements and internal control over financial reporting for the fiscal year ending December 31, 2022. In Proposal 4, the Company is asking shareholders to ratify this selection.
Although ratification is not required by the Company’s Bylaws or otherwise, the Board is submitting the selection of PwC to the Company’s shareholders for ratification. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year, if it determines that such a change would be in the best interests of the Company and its shareholders.
Representatives of PwC are expected to be present at the virtual Annual Meeting and will be available to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so.
|
The Audit Committee has selected PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements and internal control over financial reporting for the fiscal year ending December 31, 2024. In Proposal 3, the Company is asking shareholders to ratify this selection. Although ratification is not required by the Company’s Bylaws or otherwise, the Board is submitting the selection of PwC to the Company’s shareholders for ratification. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year, if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of PwC are expected to be present at the Annual Meeting and will be available to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so. | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022.Fees Paid to Independent Registered Public Accounting Firm
PwC has served as the Company’s independent registered public accounting firm since 2014. Aggregate fees for professional services rendered by PwC for 2021 and 2020 are set forth in the table below.
| | | | 2021 (in thousands) | | | 2020 (in thousands) | | | Audit fees(1) | | | | $ | 7,012 | | | | | $ | 7,133 | | | | Audit-related fees(2) | | | | | 2,207 | | | | | | 534 | | | | Tax fees(3) | | | | | 1,549 | | | | | | 938 | | | | All other fees(4) | | | | | 37 | | | | | | 9 | | | | Total | | | | $ | 10,805 | | | | | $ | 8,614 | | | | |
(1)
Audit fees related to audits of financial statements and internal controls over financial reporting, statutory audits, reviews of quarterly financial statements, comfort letters, reviews of registration statements and certain periodic reports filed with the SEC.
(2)
Audit-related fees related primarily to carve out audits, accounting consultations, systems implementation and other assurance related services not required by statute.
(3)
Tax fees related primarily to tax compliance and advice.
(4)
Other fees in 2021 primarily related to a cyber breach simulation digital tool and technical accounting and reporting software tools.
Audit Committee’s Pre-Approval Policies and Procedures
To assure that the audit and non-audit services performed by the independent registered public accounting firm do not impair its independence in appearance and/or fact, the Audit Committee has established the Audit and Non-Audit Services Pre-Approval Policy of the Audit Committee (the “Policy”). The Policy outlines the scope of services that PwC may provide to the Company. The Policy sets forth guidelines and procedures the Company must follow when retaining PwC to perform audit, audit-related, tax and other services. The Policy also specifies certain non-audit services that may not be performed by PwC under any circumstances. Pursuant to the Policy, the Audit Committee has approved services to be provided by PwC and fee thresholds within each of the service categories, and services within these thresholds are deemed pre-approved. Additional services and fees exceeding those thresholds require further pre-approval. Requests for specific pre-approvals may be considered by the full Audit Committee. In addition, the Audit Committee has delegated to the Chair the authority to grant specific pre-approvals. Any such pre-approvals are reported to the full Audit Committee at its next meeting. The Policy is evaluated and updated annually by the Audit Committee. For fiscal year 2021, all services provided by PwC were approved by the Audit Committee.
Report of the Audit Committee
Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this proxy statement or future filings with the Securities and Exchange Commission, in whole or part, the following report shall not be deemed to be incorporated by reference into any such filing.
The Audit Committee is appointed by the Board of Directors to assist the Board in the oversight of (i) the integrity of the financial statements of the Company, (ii) the qualifications and independence of the Company’s independent auditor, (iii) the performance of the Company’s internal audit function and independent auditors, and (iv) the compliance by the Company with legal and regulatory requirements. All members of the Audit Committee meet the criteria for independence applicable to audit committee members under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. The Audit Committee Charter complies with NYSE Listing Standards.
Management is responsible for the financial reporting process, including its internal control over financial reporting, and for the preparation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements, and expressing opinions on the consolidated financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and review these processes and act in an oversight capacity. The Audit Committee does not certify the financial statements or guarantee the independent registered public accounting firm’s report. The Audit Committee relies, without independent verification, on the information provided to it, including representations made by management and the independent registered public accounting firm, including its audit report.
The Audit Committee discussed with PwC, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence. The Audit Committee reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2021 with management and PwC. Based on the review and discussions noted above, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2021.
AUDIT COMMITTEE
Curtis V. Anastasio, Chair
Mary B. Cranston
Curtis J. Crawford
Dawn L. Farrell
Erin N. Kane
Sandra Phillips Rogers
CERTAIN RELATIONSHIPS AND TRANSACTIONS
The Board has adopted “Policies and Procedures for Transactions with Related Persons” to assist it in reviewing, approving and ratifying related person transactions and to assist the Company in preparing the disclosures that the rules and regulations of the SEC require to be included in the Company’s applicable SEC filings. Pursuant to the policies and procedures, any reported transaction between the Company and a “Related Person” that may qualify as a “Related Person Transaction” will be referred to the Nominating and Corporate Governance Committee or any other committee comprised of independent directors designated by the Board.
The Nominating and Corporate Governance Committee (or its Chair, under some circumstances) will determine whether to approve, ratify, disapprove or reject any Related Person Transaction following consideration of all relevant factors, including, without limitation, the following: (i) the commercial reasonableness of the transaction; (ii) the materiality of the Related Person’s direct or indirect interest in the transaction; (iii) whether the transaction may involve a conflict of interest, or the appearance of one; (iv) whether the transaction was in the ordinary course of business; (v) the benefits to the Company; (vi) the availability of other sources for comparable products or services; and (vii) the impact of the transaction on the Related Person’s independence under the Company’s Corporate Governance Guidelines and applicable regulatory and listing
standards. Related Person Transactions will be approved or ratified only if they are determined to be in the best interests of the Company and its shareholders.
If a Related Person Transaction that has not been previously approved or ratified is discovered, the Related Person Transaction will be presented to the Nominating and Corporate Governance Committee for ratification. If the Nominating and Corporate Governance Committee does not ratify the Related Person Transaction, then the Company will ensure all appropriate disclosures regarding the transaction are made and, if appropriate, take all reasonable actions to attempt to terminate the Company’s participation in the transaction.
It is expected that the Company and its subsidiaries may purchase products and services from and/or sell products and services to companies of which certain of the Company’s directors or executive officers, or their immediate family members, are directors or employees. Chemours carries out transactions with these entities on customary terms, and, in many instances, the Company’s directors and executive officers may not be aware of them. To the Company’s knowledge, since the beginning of fiscal year 2021, no related person has had a material interest in any of the Company’s business transactions or relationships.
GENERAL INFORMATION ABOUT THE MEETING
Q.
Why am I being asked to review these materials?
A.
The Board is soliciting proxies for use at the virtual Annual Meeting to be held on April 27, 2022, beginning at 10:00 a.m. Eastern time via live webcast at www.viewproxy.com/chemours/2022/vm. In order to solicit your proxy, the Company must furnish you with this Notice and Proxy Statement, which contains information about the proposals to be voted upon at the virtual Annual Meeting. As a Company shareholder, you are invited to attend the virtual Annual Meeting and are entitled and encouraged to vote on the proposals described in this Proxy Statement. This Proxy Statement and the
Company’s Annual Report to Shareholders are first being mailed to the Company’s shareholders and made available on the Internet on or about March 11, 2022.
Q.
Why am I being asked to review materials online?
A.
In accordance with rules and regulations adopted by the SEC, instead of mailing a printed copy of the Company’s proxy materials to each shareholder, the Company is furnishing proxy materials, including this Proxy Statement and Annual Report to Shareholders, by providing access on the Internet rather than mailing printed copies of the materials. Most
shareholders will not receive printed copies of the proxy materials unless they request them. Instead, a Notice of Internet Availability of Proxy Materials (the “Notice”) has been sent to most of the Company’s shareholders with instructions on how to access and review the proxy materials on the Internet. The Notice also provides instructions on how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of the Company’s proxy materials, please follow the instructions for requesting such materials in the Notice.
Q.
How does the Board recommend I vote on the proposals described in this Proxy Statement?
A.
The Board recommends that you vote “FOR” each of the director nominees to the Board (Proposal 1), “FOR” approval of the compensation of the named executive officers (Proposal 2), “FOR” approval of the option of “ONE YEAR” as the preferred frequency for an advisory vote on executive compensation (Proposal 3), and “FOR” ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm (Proposal 4).
Q.
Who may vote at the meeting?
A.
Only holders of record of Chemours common stock at the close of business on March 1, 2022 (the “Record Date”) are entitled to vote at the Annual Meeting. Each outstanding share of common stock is entitled to one vote. On the Record Date, there were 159,305,931 shares of Chemours common stock outstanding and entitled to vote.
Q.
How do I vote?
A.
If your shares are registered directly in your own name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered a “shareholder of record” with respect to those shares, and the Notice has been sent directly to you.
As a shareholder of record, you may submit your proxy in advance of the virtual Annual Meeting using any of the following alternatives:
VIA INTERNET at www.AALVote.com/CC
BY TELEPHONE by dialing: 866-804-9616
BY MAIL by completing and mailing in a paper proxy card.
Or you may vote ON-LINE at the virtual Annual Meeting.
If, like most shareholders of the Company, you hold your shares through a broker, bank or other nominee, you are considered a “beneficial owner” of those shares, holding the shares in “street name.” If you are a beneficial owner of shares, you will receive instructions from your broker or other nominee describing how to vote your shares. To vote on-line at the virtual Annual Meeting, beneficial owners will need to contact the broker, trustee or nominee that holds their shares to obtain a “legal proxy” to bring to the meeting.
Q.
What is the deadline for voting if I do not plan to attend the virtual Annual Meeting?
A.
You may submit your proxy via the Internet or by telephone until 11:59 p.m., Eastern Time, on April 26, 2022, or the Company’s agent must receive your paper proxy card by mail on or before April 26, 2022.
If your shares are held in “street name,” please refer to the voting instructions from your broker, trustee or other nominee.
Q.
If I provide voting instructions and/or grant my proxy, who will vote my shares at the virtual Annual Meeting and how will they vote my shares?
A.
Sameer Ralhan and David C. Shelton are Officers of the Company and were named by the Board as proxy holders. They will vote all proxies, or record an abstention, in accordance with the directions on the proxy. If no contrary direction is given, the shares will be voted as recommended by the Board.
Q.
Who will count the votes?
A.
A representative of Alliance Advisors, LLC, an independent tabulator, will count the vote and act as the inspector of election.
Q.
Can I change my vote after I have delivered my proxy?
A.
Yes. Submission of a later proxy by any means by the deadlines described herein or voting online at the virtual Annual Meeting will change your prior vote. Beneficial owners who wish to change their vote must follow the procedures provided by their broker, bank or other nominee.
Q.
Can I revoke a proxy?
A.
Yes. A shareholder of record may revoke a properly executed proxy at any time before its exercise by submitting a letter addressed to, and received by, the Corporate Secretary of the Company, by delivering later dated proxy instructions or by voting at the virtual meeting. Beneficial owners who wish to revoke their proxy should contact their broker, bank or other nominee. Attendance at the meeting alone will not revoke a proxy. Without a legal proxy from the record owner, beneficial owners cannot revoke their proxies at the virtual Annual Meeting because the actual registered shareholders — the broker, bank or other nominees — will not be present. Beneficial owners who wish to vote at the virtual Annual Meeting must obtain a legal proxy from their broker, bank or other nominee.
Q.
What does it mean if I receive more than one Notice, proxy or voting instruction card?
A.
It means your shares are registered differently or are in more than one account. For all Notices you receive, please submit your proxy by Internet for each control number you have been assigned. If you received paper copies of proxy materials, please provide voting instructions for all proxy and voting instruction cards you receive. The Company encourages you to register all your accounts in the same name and address. Registered shareholders may contact the Company’s transfer agent, Computershare Investor Services, P.O. Box 505000, Louisville, KY 40233-5000; (866) 478-8569. Beneficial owners holding Chemours common stock through a broker, bank or other nominee should contact their broker, bank or nominee and request consolidation of their accounts.
Q.
What is a quorum? Why is a quorum required?
A.
Return of your proxy is important because a quorum is required for the Company shareholders to conduct business at the meeting. The presence at the meeting, on-line or by proxy, of the holders of shares having a majority of the voting power represented by all issued and outstanding shares entitled to vote on the record date will constitute a quorum, permitting the Company to conduct the business of the meeting. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. Because this proxy includes a “routine” management proposal, shares represented by “broker non-votes” will be counted in determining whether there is a quorum present. If there is not a quorum present at the virtual Annual Meeting, the chairman of the meeting may adjourn the virtual Annual Meeting to a later time.
Q.
How will votes be counted on shares held through brokers?
A.
If you are a beneficial owner and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. The shares of a shareholder whose shares are not voted because of a broker non-vote on a particular matter will be counted for purposes of determining whether a quorum is present at the virtual Annual Meeting so long as the shares are represented at the meeting. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered present and entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the virtual Annual Meeting, assuming that a quorum is obtained. Brokers will be permitted to vote without voting instructions on the ratification of
the selection of PricewaterhouseCoopers LLP, assuming that a quorum is obtained and therefore no broker non-votes are expected with respect to that proposal.
Q.
How many votes are needed to elect the director nominees and approve each of the proposals?
A.
| Proposal | | | Vote Required | | | Broker
Discretionary
Voting Allowed?
2024 | | | Election of Directors | | | Majority of Votes Cast | | | No |
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PwC has served as the Company’s independent registered public accounting firm since 2014. Aggregate fees for professional services rendered by PwC for 2023 and 2022 are set forth in the table below. | | | | | 2023 (IN THOUSANDS) | | | 2022 (IN THOUSANDS) | | | | Audit fees(1) | | | | $ | 9,695 | | | | | $ | 7,145 | | | | | Audit-related fees(2) | | | | | 413 | | | | | | 320 | | | | | Tax fees(3) | | | | | 448 | | | | | | 319 | | | | | All other fees(4) | | | | | 3 | | | | | | 14 | | | | | Total | | | | $ | 10,559 | | | | | $ | 7,798 | | |
(1)
Audit fees related to audits of financial statements and internal controls over financial reporting, statutory audits, reviews of quarterly financial statements, and certain periodic reports filed with the SEC. (2)
Audit-related fees related primarily to accounting consultations and other assurance related services not required by statute. (3)
Tax fees related primarily to tax compliance and advice. (4)
Other fees in 2023 are related to tax research and technical accounting and reporting software tools. AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES] To assure that the audit and non-audit services performed by the independent registered public accounting firm do not impair its independence in appearance and/or fact, the Audit Committee has established the Audit and Non-Audit Services Pre-Approval Policy of the Audit Committee (the “Policy”). The Policy outlines the scope of services that PwC may provide to the Company. The Policy sets forth guidelines and procedures the Company must follow when retaining PwC to perform audit, audit-related, tax and other services. The Policy also specifies certain non-audit services that may not be performed by PwC under any circumstances. Pursuant to the Policy, the Audit Committee has approved services to be provided by PwC and fee thresholds within each of the service categories, and services within these thresholds are deemed pre-approved. Additional services and fees exceeding those thresholds require further pre-approval. Requests for specific pre-approvals may be considered by the full Audit Committee. In addition, the Audit Committee has delegated to the Chair the authority to grant specific pre-approvals. Any such pre-approvals are reported to the full Audit Committee at its next meeting. The Policy is evaluated and updated annually by the Audit Committee. For fiscal year 2023, all services provided by PwC were approved by the Audit Committee. | | | | | 2024 Proxy Statement | | | 80 | | | Advisory Approval of Executive Compensation | | | Majority of Votes Represented and Entitled to Vote | | | No |
Proposal 3 — Ratification of Selection of Independent Registered Public Accounting Firm (continued) REPORT OF THE AUDIT COMMITTEE Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this proxy statement or future filings with the Securities and Exchange Commission, in whole or part, the following report shall not be deemed to be incorporated by reference into any such filing. The Audit Committee is appointed by the Board of Directors to assist the Board in the oversight of (i) the integrity of the financial statements of the Company, (ii) the qualifications and independence of the Company’s independent auditor, (iii) the performance of the Company’s internal audit function and independent auditors, and (iv) the compliance by the Company with legal and regulatory requirements. All members of the Audit Committee meet the criteria for independence applicable to Audit Committee members under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. The Audit Committee Charter complies with NYSE Listing Standards. Management is responsible for the financial reporting process, including its internal control over financial reporting, and for the preparation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing opinions on the consolidated financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and review these processes and act in an oversight capacity. The Audit Committee does not certify the financial statements or guarantee the independent registered public accounting firm’s report. The Audit Committee relies, without independent verification, on the information provided to it, including representations made by management and the independent registered public accounting firm, including its audit report. The Audit Committee discussed with PwC, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC its independence. The Audit Committee reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2023 with management and PwC. Based on the review and discussions noted above, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023. AUDIT COMMITTEE
Curtis V. Anastasio, Chair
Alister Cowan
Erin N. Kane
Guillaume Pepy
Sandra Phillips Rogers | | | | | 2024 Proxy Statement | | | 81 | | | Frequency of Advisory Votes on Executive Compensation | | | Plurality of Votes Cast | | | No |
Certain Relationships and Transactions The Board has adopted “Policies and Procedures for Transactions with Related Persons” to assist it in reviewing, approving and ratifying Related Person Transactions and to assist the Company in preparing the disclosures that the rules and regulations of the SEC require to be included in the Company’s applicable SEC filings. Pursuant to the policies and procedures, any reported transaction between the Company and a “Related Person” that may qualify as a “Related Person Transaction” will be referred to the NCG Committee or any other committee comprised of independent directors designated by the Board. The NCG Committee (or its Chair, under some circumstances) will determine whether to approve, ratify, disapprove or reject any Related Person Transaction following consideration of all relevant factors, including, without limitation, the following: (i) the commercial reasonableness of the transaction; (ii) the materiality of the Related Person’s direct or indirect interest in the transaction; (iii) whether the transaction may involve a conflict of interest, or the appearance of one; (iv) whether the transaction was in the ordinary course of business; (v) the benefits to the Company; (vi) the availability of other sources for comparable products or services; and (vii) the impact of the transaction on the Related Person’s independence under the Company’s Corporate Governance Guidelines and applicable regulatory and listing standards. Related Person Transactions will be approved or ratified only if they are determined to be in the best interests of the Company and its shareholders. If a Related Person Transaction that has not been previously approved or ratified is discovered, the Related Person Transaction will be presented to the NCG Committee for ratification. If the NCG Committee does not ratify the Related Person Transaction, then the Company will ensure all appropriate disclosures regarding the transaction are made and, if appropriate, take all reasonable actions to attempt to terminate the Company’s participation in the transaction. It is expected that the Company and its subsidiaries may purchase products and services from and/or sell products and services to companies of which certain of the Company’s directors or executive officers, or their immediate family members, are directors or employees. Chemours carries out transactions with these entities on customary terms, and, in many instances, the Company’s directors and executive officers may not be aware of them. To the Company’s knowledge, since the beginning of fiscal year 2023, no related person has had a material interest in any of the Company’s business transactions or relationships. | | | | | 2024 Proxy Statement | | | 82 | | | Ratification of PwC | | | Majority of Votes Represented and Entitled to Vote | | | Yes | |
For the election of directors (Proposal 1), under the Bylaws, the number of votes cast “for” a nominee must exceed the number of votes cast “against” the nominee for the nominee to be elected as a director. With respect to the non-binding advisory vote on the frequency of stockholder votes on the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3), the frequency option — one year, two years, or three years — that receives the most votes “for” of all votes cast on the proposal will be the frequency option approved by the stockholders. For all other matters, except as set forth in the Certificate of Incorporation, the Bylaws or applicable law, the approval of the holders of a majority of votes represented at the meeting and entitled to vote on the proposal is required for approval of a proposal under the Bylaws.
In accordance with the voting standards set forth above, abstentions from voting on a matter by a stockholder present in person or represented by proxy at the meeting have no effect on the election of directors or on the outcome of the votes for the frequency of stockholder votes on the compensation of the Company’s named executive officers but have the same effect as votes “against” the other proposals.
Q.
What happens if an incumbent director nominee does not receive a majority of the votes cast for his or her re-election at the virtual Annual Meeting?
A.
The Company’s Corporate Governance Guidelines provide that the Board shall nominate for election or re-election only those candidates who agree to tender, promptly following the virtual annual meeting at which they are elected or re-elected as a director, their irrevocable resignations contingent upon their failure to receive a majority of the votes cast for their election in an election that is not a contested election and the Board’s acceptance of such resignations. In the event an incumbent director fails to receive the required vote for re-election, the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation of the incumbent director. The Board will act on the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and publicly disclose its decision within ninety (90) days following certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation and the Board in making its decision may consider all facts and circumstances they consider relevant or appropriate in reaching their determinations.
Q.
Where can I find voting results of the virtual Annual Meeting?
A.
Chemours will announce preliminary general voting results at the meeting and publish final detailed voting results on a Current Report on Form 8-K that Chemours will file with the SEC within four business days after the meeting.
Q.
Who will bear the cost for soliciting votes for the virtual Annual Meeting?
A.
Chemours will bear all expenses in conjunction with the solicitation of the enclosed proxy, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to security owners and the fee to Innisfree M&A Incorporated (“Innisfree”), who will help the Company solicit proxies. Chemours anticipates that the fee to Innisfree will be approximately $15,000, plus
expenses. In addition, proxies may be solicited by mail, email, in person, or by telephone or fax by certain of the Company’s directors, officers and other employees.
Q.
What do I need to do to attend the Annual Meeting virtually?
A.
Both stockholders of record and street name stockholders will need to register to be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting by following the instructions below.
If you are a stockholder of record, you must:
•
Follow the instructions provided on your Notice or proxy card to first register at www.viewproxy.com/chemours/2022/VM by 11:59 p.m. Eastern Time on April 25, 2022. You will need to enter your name, phone number, virtual control number (included on your Notice or proxy card) and email address as part of the registration, following which, you will receive an email confirming your registration, as well as the password to attend the virtual Annual Meeting.
•
On the day of the virtual Annual Meeting, if you have properly registered, you may enter the virtual Annual Meeting by logging in using the password you received via email by clicking on the link in your registration confirmation. (If you wish to vote you will need the virtual control number included on your Notice or proxy card).
•
If you wish to vote your shares electronically at the virtual Annual Meeting, you will need to click on http://www.AALvote.com/CC during the Annual Meeting while the polls are open (you will need the virtual control number included on your Notice or proxy card).
If you are a street name stockholder, you must:
Obtain a legal proxy from your broker, bank or other nominee.
•
Register at www.viewproxy.com/Chemours/2022/VM by 11:59 p.m. Eastern Time on April 25, 2022. You will need to enter your name, phone number and email address, and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via email to VirtualMeeting@viewproxy.com as part of
the registration, following which, you will receive an email confirming your registration, your virtual control number, as well as the password to attend the virtual Annual Meeting. Please note, if you do not provide a copy of the legal proxy, you may still attend the virtual Annual Meeting, but you will be unable to vote your shares electronically at the virtual Annual Meeting.
•
On the day of the virtual Annual Meeting, if you have properly registered, you may enter the virtual Annual Meeting by logging in using the password you received via email by clicking on the link in your registration confirmation. (If you wish to vote you will need the virtual control number assigned to you in your registration confirmation email).
•
If you wish to vote your shares electronically at the virtual Annual Meeting, you will need to click http://www.AALvote.com/CC during the virtual Annual Meeting while the polls are open (you will need the virtual control number assigned to you in your registration confirmation email). Further instructions on how to attend the Annual Meeting via [live audio webcast], including how to vote your shares electronically at the virtual Annual Meeting are posted on www.viewproxy.com/chemours/2022/VM under Frequently Asked Questions (FAQ). The Annual Meeting [live audio webcast] will begin promptly at 10:00 a.m. Eastern Daylight Time on April 27, 2022. We encourage you to access the meeting prior to the start time. [Online] check-in will begin at 9:30 a.m. Eastern Daylight Time, and you should allow ample time for the check-in procedures.
Chemours has created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the company and our stockholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase stockholder communication. For example, the
virtual format allows stockholders to communicate during the Annual Meeting so they can ask questions of our board of directors or management. During the live Q&A session of the virtual Annual Meeting, we may answer questions as they come in, to the extent they are relevant to the business of the Annual Meeting, as time permits.
Q.
Can I access future annual meeting materials through the Internet rather than receiving them by mail?
A.
Yes. Shareholders of record can sign up for electronic delivery at www.allianceproxy.com/chemours/2022. If you submit your proxy through the Internet, you can also sign up for electronic delivery by following the instructions that appear after you finish voting. You will receive an e-mail next year containing links to the Company’s Annual Report to Shareholders and the Proxy Statement for the Company’s 2023 Annual Meeting.
Beneficial owners may also have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your broker or other nominee regarding the availability of this service. This procedure reduces the printing costs and fees the Company incurs in connection with the solicitation of proxies.
Q.
What is “householding”?
A.
As permitted by SEC rules, the Company has adopted a procedure called “householding,” under which multiple shareholders who have the same address will receive a single Notice and, if applicable, a single set of annual report and
other proxy materials, unless one or more of these shareholders notifies the Company that they wish to continue receiving individual copies.
Shareholders who participate in householding will continue to receive separate proxy cards. This procedure can result in significant savings to the Company by reducing printing and postage costs.
If you are a registered holder and would like to participate in householding, or if you participate in householding and would like to receive a separate set of proxy materials, please contact Alliance Advisors, LLC by calling 1-877-777-2857 or by e-mailing requests@viewproxy.com. Beneficial owners should contact their broker or other nominee for information about householding.
Q.
How can I communicate with the Company’s Board?
A.
Shareholders and other interested parties may send communications to the Board in care of the Corporate Secretary, The Chemours Company, 1007 Market Street, Wilmington, Delaware 19801. Please indicate whether your message is for the Board as a whole, a particular group or committee of directors, or an individual director.
Q.
What if I have additional questions?
A.
If you have additional questions about the virtual Annual Meeting or any of the information presented in this Proxy Statement, you may direct your questions to Chemours Investor Relations at annualmeeting@chemours.com, or call (302) 773-3291. Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.
OTHER INFORMATION
Other Business that May Come Before the Meeting
The Company does not intend to bring any other business before the Annual Meeting for action and has not been notified of any other business proposed to be brought before the Annual Meeting. However, if any other business should be properly presented for action, it is the intention of the persons named on the proxy card to vote in accordance with their judgment on such business.
2023 Annual Meeting of Shareholders
Procedures for Submitting Shareholder Proposals and Nominations
If you want to include a shareholder proposal in the Proxy Statement for the Company’s 2023 Annual Meeting of Shareholders, your shareholder proposal must be delivered to the Company not later than November 11, 2022 and it must satisfy the rules and regulations of the SEC to be eligible for inclusion in the Proxy Statement for that meeting. If the date of the Company’s 2023 Annual Meeting of Shareholders changes by more than 30 days from the date that is the first anniversary of the 2022 virtual Annual Meeting, then the deadline is a reasonable time before the Company begins to print and mail proxy materials for the 2023 Annual Meeting.
If you want to submit a shareholder proposal for the Company’s 2023 Annual Meeting of Shareholders and you do not require that the proposal be included in the Company’s proxy materials or want to submit a director nomination, your shareholder proposal or director nomination must be delivered to the Company not earlier than January 1, 2023 and not later than January 31, 2023. However, if the date of the 2023 Annual Meeting changes by more than
30 days from the date that is the first anniversary of the 2022 virtual Annual Meeting, then any shareholder proposal must be received no later than the close of business on the tenth day following the date of public disclosure of the date of such meeting. Your notice must also include the information required by the Company’s Bylaws.
All shareholder proposals and director nominations must be delivered to the Company at the following address: The Chemours Company, 1007 Market Street, Wilmington, DE 19801, Attention: Corporate Secretary.
The chairman of the Annual Meeting or any other annual meeting or special meeting of shareholders may refuse to acknowledge the nomination or shareholder proposal of any person not made in compliance with the foregoing procedures and the Bylaws. A shareholder’s compliance with these procedures will not require the Company to include information regarding a proposed nominee in the Company’s proxy solicitation materials.
Annual Report on Form 10-K Shareholders
A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including the financial statements and schedules and a list of all exhibits, will be supplied without charge to any shareholder upon written request sent to The Chemours Company, 1007 Market Street,
Wilmington, DE 19801, Attention: Investor Relations. Exhibits to the Form 10-K are available for a reasonable fee. You may also view the Annual Report on Form 10-K and its exhibits on-line at the SEC website at www.sec.gov or on the Company’s website at https://investors.chemours.com.
IMPORTANT
We value the input and support of all shareholders. Whether your share holdings are large or small, and even if you expect to attend the virtual Annual Meeting, please
|
Other Information OTHER BUSINESS THAT MAY COME BEFORE THE MEETING The Company does not intend to bring any other business before the Annual Meeting for action and has not been notified of any other business proposed to be brought before the Annual Meeting. However, if any other business should be properly presented for action, it is the intention of the persons named on the proxy card to vote in accordance with their judgment on such business. 2025 ANNUAL MEETING OF SHAREHOLDERS Procedures for Submitting Shareholder Proposals and Nominations If you want to include a shareholder proposal in the Proxy Statement for the Company’s 2025 Annual Meeting of Shareholders, your shareholder proposal must be delivered to the Company not later than December 12, 2024, and it must satisfy the rules and regulations of the SEC to be eligible for inclusion in the Proxy Statement for that meeting. If the date of the Company’s 2025 Annual Meeting of Shareholders changes by more than 30 days from the date that is the first anniversary of the 2024 Annual Meeting, then the deadline is a reasonable time before the Company begins to print and mail proxy materials for the 2025 Annual Meeting. If you want to submit a shareholder proposal for the Company’s 2025 Annual Meeting of Shareholders and you do not require that the proposal be included in the Company’s proxy materials or want to submit a director nomination, your shareholder proposal or director nomination must be delivered to the Company not earlier than January 21, 2025 and not later than February 20, 2025. However, if the date of the 2025 Annual Meeting changes by more than 30 days from the date that is the first anniversary of the 2024 Annual Meeting, then any shareholder proposal or nomination must be received no later than the close of business on the tenth day following the date of public disclosure of the date of such meeting. Your notice must also include the information required by the Company’s Bylaws. All shareholder proposals and director nominations must be delivered to the Company at the following address: The Chemours Company, 1007 Market Street, Wilmington, DE 19801, Attention: Corporate Secretary. The chairman of the Annual Meeting or any other annual meeting or special meeting of shareholders may refuse to acknowledge the nomination or shareholder proposal of any person not made in compliance with the foregoing procedures and the Bylaws. A shareholder’s compliance with these procedures will not require the Company to include information regarding a proposed nominee in the Company’s proxy solicitation materials. ANNUAL REPORT ON FORM 10-K A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including the financial statements and schedules and a list of all exhibits, will be supplied without charge to any shareholder upon written request sent to The Chemours Company, 1007 Market Street, Wilmington, DE 19801, Attention: Investor Relations. Exhibits to the Form 10-K are available for a reasonable fee. You may also view the Annual Report on Form 10-K and its exhibits online at the SEC website at www.sec.gov or on the Company’s website at https://investors.chemours.com. IMPORTANT We value the input and support of all shareholders. Whether your share holdings are large or small, please
promptly submit your proxy by telephone, through the Internet or by mail. | | 71
![[MISSING IMAGE: tm223616d1-px_page01bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-032911/tm223616d1-px_page01bw.jpg) PROXYThe Chemours CompanyPROXY FOR VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 27, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATEDThe undersigned hereby appoints Sameer Ralhan and David C. Shelton, or either of them, each with power of substitution, as proxies for the undersigned to vote all shares of Common Stock of said Company which the undersigned is entitled to vote at the Virtual Annual Meeting of Shareholders (the “Annual Meeting”) of The Chemours Company (the “Company”) to be held on April 27, 2022, and any adjournment or postponement thereof, as hereinafter specified and, in their judgment, upon such other matters as may properly come before the meeting. The undersigned hereby revokes all proxies previously given.THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 4 AND “ONE YEAR” FOR PROPOSAL 3. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR JUDGMENT UPON SUCH OTHER BUSINESS NOT KNOWN AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.(Continued and to be marked, dated and signed on other side)PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.If you plan to attend the Virtual Annual Meeting, you must be a holder of Company shares as of the Record Date of March 1, 2022, you must register at www.viewproxy.com/chemours/2022/VM by 11:59 p.m. Eastern Time on April 25, 2022. You will need to enter your name, phone number and email address, and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via email to VirtualMeeting@viewproxy.com as part of the registration, following which, you will receive an email confirming your registration, your virtual control number, as well as the password to attend the virtual Annual Meeting. Please note, if you do not provide a copy of the legal proxy, you may still attend the virtual Annual Meeting, but you will be unable to vote your shares electronically at the virtual Annual Meeting.Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting of Shareholders to be held April 27, 2022The
| | | 2024 Proxy Statement and our 2021 Annual Report to Shareholders are available at: http://www.allianceproxy.com/chemours/2022
Please mark your votes like this in blue or black ink The Board of Directors recommends you vote FOR each of the nominees named
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General Information About the Meeting Q.
Why am I being asked to review these materials? A.
In order to solicit your proxy for its Annal Meeting of Shareholders, the Company must furnish you with this Notice and Proxy Statement, which contains information about the proposals to be voted upon at the Annual Meeting. As a shareholder, you are invited to participate in the Annual Meeting and are entitled and encouraged to vote on the proposals described in this Proxy Statement. This Proxy Statement and our Annual Report to Shareholders are first being mailed to shareholders and made available on the Internet on or about April 11, 2024. Q.
Why am I being asked to review materials online? A.
In accordance with rules and regulations adopted by the SEC, instead of mailing a printed copy of our proxy materials to each shareholder, proxy materials, including this Proxy Statement and Annual Report to Shareholders, will be available online. By providing access of these materials on the Internet rather than mailing printed copies, most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, a Notice of Internet Availability of Proxy Materials (the “Notice”) has been sent to most of our shareholders with instructions on how to access and review the proxy materials on the Internet. The Notice also provides instructions on how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, please follow the instructions for requesting such materials in the Notice. We save thousands of dollars each year in postage and printing costs by providing proxy and annual meeting materials online. Q.
How does the Board recommend I vote on the proposals described in this Proxy Statement? A. | | VOTING MATTER
MANAGEMENT PROPOSALS
PROPOSAL | | | BOARD VOTE RECOMMENDATION | | | | Proposal 1 FOR Proposals 2 and 4, and ONE YEAR for Proposal 3. Proposal 1 –— Election of Directors to Serve One-Year Terms expiring at the Annual Meeting of Shareholders in 2023.Nominees:FORAGAINST ABSTAIN1a. Curtis V. Anastasio 1b. Bradley J. Bell 1c. Mary B. Cranston 1d. Curtis J. Crawford 1e. Dawn L. Farrell 1f. Erin N. Kane 1g. Sean D. Keohane 1h. Mark E. Newman 1i. Guillaume Pepy 1j. Sandra Phillips Rogers | | | FOR EACH NOMINEE | | | | Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation FOR AGAINST ABSTAINProposal 3 –— Advisory Vote on Frequency of Advisory Vote on Named Executive Officer Compensation (the Board Recommends a vote of “ONE YEAR”). ONE YEAR TWO YEARS THREE YEARS ABSTAINProposal 4 – | | | FOR | | | | Proposal 3 — Ratification of Selection of PricewaterhouseCoopers LLP for fiscal year 2022 Independent Registered Public Accounting Firm | | | FOR AGAINST ABSTAINTo transact other business as may properly come before the meeting or any adjournment or postponement thereof.Date Signature Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) Please indicate if youplan to attend this meeting Signature (Joint Owners)Note: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title.CONTROL NUMBER PLEASE DETACH ALONG PERFORATED LINE AND | |
Q.
Who may vote at the meeting? A.
Only holders of record of Chemours common stock at the close of business on April 3, 2024 (the “Record Date”) are entitled to vote at the Annual Meeting. Each outstanding share of common stock is entitled to one vote. On the Record Date, there were 148,880,950 shares of Chemours common stock outstanding and entitled to vote. Q.
How do I vote? A.
If your shares are registered directly in your own name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered a “shareholder of record” with respect to those shares, and the Notice has been sent directly to you. As a shareholder of record, you may submit your proxy in advance of the Annual Meeting using any of the following alternatives: | | | | | 2024 Proxy Statement | | | 84 | |
General Information About the Meeting(continued) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | INTERNET | | | | | | | | MAIL IN | | | | | | | | TELEPHONE | | | | | | | | DURING THE ENVELOPE PROVIDED.As a shareholder of The Chemours Company, you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Standard Time, on April 26, 2022.CONTROL NUMBERPROXY VOTING INSTRUCTIONSPlease have your 11-digit control number ready when voting by Internet or Telephone INTERNETVote Your Proxy on the Internet: Go toMEETING | | | | | | Visit www.AALVote.com/CCHaveCC.
Have your proxy card available when you access the above website. Follow the prompts to vote your shares.TELEPHONEVote Your Proxyshares by Phone: Call 1 866-804-9616Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call.Follow the voting instructions to vote your shares.MAILVote Your Proxy by Mail:Internet until 11:59 p.m., Eastern Time, on May 20, 2024. | | | | | | | | Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. | | | | | | | | Use any touch-tone telephone to vote your proxy. Call 1 866-804- 9616 Have your proxy card available when you call. Follow the voting instructions to vote your shares. | | | | | | | | If you wish to vote your shares electronically during the virtual Annual Meeting, go to www.AALvote.com/CC during the Annual Meeting while the polls are open. You will need the control number on your Notice, or the proxy card mailed to you, as applicable. | | |
If, like most shareholders of the Company, you hold your shares through a broker, bank or other nominee, you are considered a “beneficial owner” of those shares, holding the shares in “street name.” If you are a beneficial owner of shares, you will receive instructions from your broker or other nominee describing how to vote your shares. To vote on- line at the Annual Meeting, beneficial owners will need to contact the broker, trustee or nominee that holds their shares to obtain a “legal proxy” to bring to the meeting. Q.
What is the deadline for voting if I do not plan to participate in the virtual Annual Meeting? A.
You may submit your proxy via the Internet or by telephone until 11:59 p.m., Eastern Time, on May 20, 2024, or the Company’s agent must receive your paper proxy card by mail on or before May 20, 2024. If your shares are held in “street name,” please refer to the voting instructions from your broker, trustee or other nominee. Q.
If I provide voting instructions and/or grant my proxy, who will vote my shares at the virtual Annual Meeting and how will they vote my shares? A.
Matthew S. Abbott and Kristine M. Wellman are Officers of the Company and were named by the Board as proxy holders. They will vote all proxies, or record an abstention, in accordance with the directions on the proxy. If no contrary direction is given, the shares will be voted as recommended by the Board. Q.
Who will count the votes? A.
A representative of Alliance Advisors, LLC, an independent tabulator, will count the vote and act as the inspector of election. Q.
Can I change my vote after I have delivered my proxy? A.
Yes. Submission of a later proxy by any means by the deadlines or voting online at the Annual Meeting will change your prior vote. Beneficial owners who wish to change their vote must follow the procedures provided by their broker, bank or other nominee. Q.
Can I revoke a proxy? A.
Yes. A shareholder of record may revoke a properly executed proxy at any time before its exercise by submitting a letter addressed to, and received by, the Corporate Secretary, by delivering later dated proxy instructions or by voting at the virtual meeting. Beneficial owners who wish to revoke their proxy should contact their broker, bank or other nominee. | | | | | 2024 Proxy Statement | | | 85 | |
General Information About the Meeting(continued) Attendance at the meeting alone will not revoke a proxy. Without a legal proxy from the record owner, beneficial owners cannot revoke their proxies at the Annual Meeting because the actual registered shareholders — the broker, bank or other nominees — will not be present. Beneficial owners who wish to vote at the Annual Meeting must obtain a legal proxy from their broker, bank or other nominee. Q.
What does it mean if I receive more than one Notice, proxy or voting instruction card? A.
It means your shares are registered differently or are in more than one account. For all Notices you receive, please submit your proxy by Internet for each control number you have been assigned. If you received paper copies of proxy materials, please provide voting instructions for all proxy and voting instruction cards you receive. The Company encourages you to register all your accounts in the same name and address. Registered shareholders may contact our transfer agent, Computershare Investor Services, P.O. Box 43006, Providence, RI 02940-3006, (866) 478-8569. Beneficial owners holding Chemours common stock through a broker, bank or other nominee should contact their broker, bank or nominee and request consolidation of their accounts. Q.
What is a quorum? Why is a quorum required? A.
Return of your proxy is important because a quorum is required for shareholders to conduct business at the meeting. The presence at the meeting, online or by proxy, of the holders of shares having a majority of the voting power represented by all issued and outstanding shares entitled to vote on the record date will constitute a quorum, permitting the Company to conduct the business of the meeting. Proxies received but marked as abstentions, if any, will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes. Because this proxy includes a “routine” management proposal, shares represented by “broker non-votes” will be counted in determining whether there is a quorum present. If there is not a quorum present at the virtual Annual Meeting, the chairman of the meeting may adjourn the Annual Meeting to a later time. Q.
How will votes be counted on shares held through brokers? A.
If you are a beneficial owner and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. The shares of a shareholder whose shares are not voted because of a broker non-vote on a particular matter will be counted for purposes of determining whether a quorum is present at the virtual Annual Meeting so long as the shares are represented at the meeting. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered present and entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained. Brokers will be permitted to vote without voting instructions on the ratification of the selection of PricewaterhouseCoopers LLP, assuming that a quorum is obtained and therefore no broker non-votes are expected with respect to that proposal. Q.
How many votes are needed to elect the director nominees and approve each of the proposals? A. | | PROPOSAL | | | VOTE REQUIRED | | | BROKER DISCRETIONARY VOTING
ALLOWED? | | | | Elections of Directors | | | Majority of Votes Cast | | | No | | | | Advisory Approval of Executive Compensation | | | Majority of Votes Represented and Entitled to Vote | | | No | | | | Ratification of PwC LLP | | | Majority of Votes Represented and Entitled to Vote | | | Yes | |
For the election of directors (Proposal 1), under the Bylaws, the number of votes cast “for” a nominee must exceed the number of votes cast “against” the nominee for the nominee to be elected as a director. For all other matters, except as | | | | | 2024 Proxy Statement | | | 86 | |
General Information About the Meeting(continued) set forth in the Certificate of Incorporation, the Bylaws or applicable law, the approval of the holders of a majority of votes represented at the meeting and entitled to vote on the proposal is required for approval of a proposal under the Bylaws. In accordance with the voting standards set forth above, abstentions from voting on a matter by a shareholder present in person or represented by proxy at the meeting have no effect on the election of directors but have the same effect as votes “against” the other proposals. Q.
What happens if an incumbent director nominee does not receive a majority of the votes cast for his or her re- election at the Annual Meeting? A.
Our Corporate Governance Guidelines provide that the Board shall nominate for election or re-election only those candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as a director, their irrevocable resignations contingent upon their failure to receive a majority of the votes cast for their election in an election that is not a contested election and the Board’s acceptance of such resignations. In the event an incumbent director fails to receive the required vote for re-election, the NCG Committee will make a recommendation to the Board as to whether to accept or reject the resignation of the incumbent director. The Board will act on the resignation, taking into account the recommendation of the NCG, and publicly disclose its decision within ninety (90) days following certification of the election results. The NCG in making its recommendation and the Board in making its decision may consider all facts and circumstances they consider relevant or appropriate in reaching their determinations. Q.
Where can I find voting results of the Annual Meeting? A.
We will announce preliminary general voting results at the meeting and publish final detailed voting results on a Current Report on Form 8-K that Chemours will file with the SEC within four business days after the meeting. Q.
Who will bear the cost for soliciting votes for the Annual Meeting? A.
We will bear all expenses in conjunction with the solicitation of the enclosed proxy, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to security owners and the fee to Innisfree M&A Incorporated (“Innisfree”), who will help the Company solicit proxies. Chemours anticipates that the fee to Innisfree will be approximately $15,000, plus expenses. In addition, proxies may be solicited by mail, email, in person, or by telephone or fax by certain of the Company’s directors, officers and other employees. Q.
What do I need to do to attend the Annual Meeting virtually? A.
Both shareholders of record and street name shareholders will need to register to be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting by following the instructions below. If you are a shareholder of record, you must: ■
Follow the instructions provided on your Notice or proxy card to first register at www.viewproxy.com/chemours/ 2024/VM by 11:59 p.m. Eastern Time on May 17, 2024. You will need to enter your name, phone number, virtual control number (included on your Notice or proxy card) and email address as part of the registration, following which, you will receive an email confirming your registration, as well as the password to attend the virtual Annual Meeting. ■
On the day of the virtual Annual Meeting, if you have properly registered, you may enter the virtual Annual Meeting by logging in using the password you received via email by clicking on the link in your registration confirmation. (If you wish to vote you will need the virtual control number included on your Notice or proxy card). ■
If you wish to vote your shares electronically at the virtual Annual Meeting, you will need to click on http://www.AALvote.com/CC during the Annual Meeting while the polls are open (you will need the virtual control number included on your Notice or proxy card). If you are a street name shareholder, you must: ■
Register at www.viewproxy.com/Chemours/2024/VM by 11:59 p.m. Eastern Time on May 17, 2024. You will need to enter your name, phone number and email address, and if you want to vote at the meeting, provide a copy of the legal | | | | | 2024 Proxy Statement | | | 87 | |
General Information About the Meeting(continued) proxy (which may be uploaded to the registration website or sent via email to virtualmeeting@viewproxy.com as part of the registration, following which, you will receive an email confirming your registration, your virtual control number, as well as the password to attend the virtual Annual Meeting. Please note, if you do not provide a copy of the legal proxy, you may still attend the virtual Annual Meeting, but you will be unable to vote your shares electronically at the virtual Annual Meeting. ■
On the day of the virtual Annual Meeting, if you have properly registered, you may enter the virtual Annual Meeting by logging in using the password you received via email by clicking on the link in your registration confirmation. (If you wish to vote you will need the virtual control number assigned to you in your registration confirmation email). ■
If you wish to vote your shares electronically at the virtual Annual Meeting, you will need to click http://www.AALvote.com/CC during the virtual Annual Meeting while the polls are open (you will need the virtual control number assigned to you in your registration confirmation email). Further instructions on how to attend the Annual Meeting via live audio webcast, including how to vote your shares electronically at the virtual Annual Meeting are posted on www.viewproxy.com/chemours/2024/VM under Frequently Asked Questions (FAQ). The Annual Meeting live audio webcast will begin promptly at 10:00 a.m. Eastern Daylight Time on May 21, 2024. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:30 a.m. Eastern Time, and you should allow ample time for the check-in procedures. We have created and implemented the virtual format in order to facilitate shareholder attendance and participation by enabling shareholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more shareholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our shareholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase shareholder communication. For example, the virtual format allows shareholders to communicate during the Annual Meeting so they can ask questions of our Board of Directors or management. During the live Q&A session of the virtual Annual Meeting, we may answer questions as they come in, to the extent they are relevant to the business of the Annual Meeting, as time permits. Q.
Can I access future annual meeting materials through the Internet rather than receiving them by mail? A.
Yes. Shareholders of record can sign up for electronic delivery at www.allianceproxy.com/chemours/2024. If you submit your proxy through the Internet, you can also sign up for electronic delivery by following the instructions that appear after you finish voting. You will receive an e-mail next year containing links to our Annual Report to Shareholders and the Proxy Statement for the 2025 Annual Meeting. Beneficial owners may also have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your broker or other nominee regarding the availability of this service. This procedure reduces the printing costs and fees the Company incurs in connection with the solicitation of proxies. Q.
What is “householding”? A.
As permitted by SEC rules, the Company has adopted a procedure called “householding,” under which multiple shareholders who have the same address will receive a single Notice and, if applicable, a single set of annual report and other proxy materials, unless one or more of these shareholders notifies the Company that they wish to continue receiving individual copies. Shareholders who participate in householding will continue to receive separate proxy cards. This procedure can result in significant savings to the Company by reducing printing and postage costs. | | | | | 2024 Proxy Statement | | | 88 | |
General Information About the Meeting(continued) If you are a registered holder and would like to participate in householding, or if you participate in householding and would like to receive a separate set of proxy materials, please contact Alliance Advisors, LLC by calling 1-877-777-2857 or by e-mailing requests@viewproxy.com. Beneficial owners should contact their broker or other nominee for information about householding. Q.
How can I communicate with the Company’s Board? A.
Shareholders and other interested parties may send communications to the Board in care of the Corporate Secretary, The Chemours Company, 1007 Market Street, Wilmington, Delaware 19801. Please indicate whether your message is for the Board as a whole, a particular group or committee of directors, or an individual director. Q.
What if I have additional questions? A.
If you have additional questions about the Annual Meeting or any of the information presented in this Proxy Statement, you may direct your questions to Chemours Investor Relations at annualmeeting@chemours.com, or call (302) 773-3291. Web links throughout this document are provided for convenience only and are not intended to be active hyperlinks to the referenced websites. The content on the referenced websites does not constitute a part of this Proxy Statement. | | | | | 2024 Proxy Statement | | | 89 | |
Appendix — Supplemental Information Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)
(Dollars in millions) The Company believes the presentation of these non-GAAP financial measures, when used in conjunction with GAAP financial measures, is a useful financial analysis tool that can assist investors in assessing the Company’s operating performance and underlying prospects. This analysis should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. This analysis should be read in conjunction with the Company’s financial statements and footnotes contained in the documents that the Company files with the U.S. Securities and Exchange Commission. The non- GAAP financial measures used by the Company may be different from the methods used by other companies. GAAP Net Income (Loss) Attributable to Chemours to Adjusted Net Income and Adjusted EBITDA Reconciliation Adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) is defined as income (loss) before income taxes, excluding the following items: interest expense, depreciation, and amortization; non-operating pension and other post-retirement employee benefit costs, which represents the components of net periodic pension costs excluding the service cost component; exchange (gains) losses included in other income (expense), net; restructuring, asset- related, and other charges; (gains) losses on sales of businesses or assets; and, other items not considered indicative of the Company’s ongoing operational performance and expected to occur infrequently, including certain litigation related and environmental charges and Qualified Spend reimbursable by DuPont and/or Corteva as part of the Company’s cost- sharing agreement under the terms of the MOU that were previously excluded from Adjusted EBITDA. Adjusted Net Income is defined as net income (loss) attributable to Chemours, adjusted for items excluded from Adjusted EBITDA, except interest expense, depreciation, amortization, and certain provision for (benefit from) income tax amounts. | | | | | YEAR ENDED
DECEMBER 31, | | | | | | | 2023 | | | 2022 | | | | (Loss) income before income taxes | | | | $ | (318) | | | | | $ | 741 | | | | | Net (loss) income attributable to Chemours | | | | | (238) | | | | | | 578 | | | | | Non-operating pension and other post-retirement employee benefit cost | | | | | — | | | | | | (5) | | | | | Exchange losses, net | | | | | 38 | | | | | | 15 | | | | | Restructuring, asset-related, and other charges(1) | | | | | 153 | | | | | | 15 | | | | | Loss (gain) on extinguishment of debt | | | | | 1 | | | | | | (7) | | | | | (Gain) loss on sales of assets and businesses, net(2) | | | | | (110) | | | | | | (21) | | | | | Transaction costs(3) | | | | | 16 | | | | | | — | | | | | Qualified spend recovery(4) | | | | | (54) | | | | | | (58) | | | | | Litigation-related charges(5) | | | | | 764 | | | | | | 23 | | | | | Environmental charges(6) | | | | | 9 | | | | | | 204 | | | | | Adjustments made to income taxes(7) | | | | | (19) | | | | | | 30 | | | | | Benefit from income taxes relating to reconciling items(8) | | | | | (135) | | | | | | (36) | | | | | Adjusted Net Income | | | | | 425 | | | | | | 738 | | | | | Net income attributable to non-controlling interests | | | | | 1 | | | | | | — | | | | | Interest expense, net | | | | | 208 | | | | | | 163 | | | | | Depreciation and amortization | | | | | 307 | | | | | | 291 | | | | | All remaining provision for income taxes | | | | | 73 | | | | | | 169 | | | | | Adjusted EBITDA | | | | $ | 1,014 | | | | | $ | 1,361 | | |
| | | | | 2024 Proxy Statement | | | 90 | |
Appendix — Supplemental Information(continued) (1)
Refer to “Note 7 — Restructuring, Asset-related, and Other Charges” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for further details. In 2022, includes asset charges and write-offs resulting from the conflict between Russia and Ukraine and our decision to suspend our business with Russian entities. (2)
Refer to “Note 8 — Other Income (Expense), Net” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for further details. (3)
Includes $7 million of costs associated with the New Senior Secured Credit Facilities entered into during 2023, which is discussed in further detail in “Note 20 — Debt” to the Consolidated Financial Statements in our Annual Report on Form 10-K, and $9 million of third-party costs related to the TT Transformation Plan. (4)
Qualified spend recovery represents costs and expenses that were previously excluded from Adjusted EBITDA, reimbursable by DuPont and/or Corteva as part of our cost-sharing agreement under the terms of the MOU which is discussed in further detail in “Note 22 — Commitments and Contingent Liabilities” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. (5)
Litigation-related charges pertains to litigation settlements, PFOA drinking water treatment accruals, and other related legal fees. For the year ended December 31, 2023, litigation-related charges includes the $592 million accrual related to the United States Public Water System Class Action Suit Settlement plus $24 million of third-party legal fees directly related to the settlement, $55 million of charges related to the Company’s portion of Chemours, DuPont, Corteva, EID and the State of Ohio’s agreement entered into in November 2023, $13 million related to the Company’s portion of the supplemental payment to the State of Delaware, $76 million for other PFAS litigation matters, and $4 million of other litigation matters. For the year ended December 31, 2022, litigation-related charges primarily include proceeds from a settlement in a patent infringement matter relating to certain copolymer patents associated with the Company’s Advanced Performance Materials segment and $20 million associated with the Company’s portion of the potential loss in the single matter not included in the Leach settlement. See “Note 22 — Commitments and Contingent Liabilities” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for further details. (6)
Environmental charges pertains to management’s assessment of estimated liabilities associated with certain environmental remediation expenses at various sites. In 2022, environmental charges include $196 million related to on-site and off-site remediation costs at Fayetteville. See “Note 22 — Commitments and Contingent Liabilities” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for further details. (7)
Includes the removal of certain discrete income tax impacts within our provision for income taxes, such as shortfalls and windfalls on our share-based payments, certain return-to-accrual adjustments, valuation allowance adjustments, unrealized gains and losses on foreign exchange rate changes, and other discrete income tax items. (8)
The income tax impacts included in this caption are determined using the applicable rates in the taxing jurisdictions in which income or expense occurred for each of the reconciling items and represent both current and deferred income tax expense or benefit based on the nature of the non-GAAP financial measure. GAAP Earnings per Share to Adjusted Earnings per Share Reconciliation Adjusted earnings per share (“Adjusted EPS”) is calculated by dividing Adjusted Net Income by the weighted-average number of common shares outstanding. Diluted Adjusted EPS accounts for the dilutive impact of stock-based compensation awards, which includes unvested restricted shares. Diluted Adjusted EPS considers the impact of potentially-dilutive securities, except in periods in which there is a loss because the inclusion of the potentially-dilutive securities would have an anti-dilutive effect. | | | | | YEAR ENDED DECEMBER 31, | | | | | | | 2023 | | | 2022 | | | | Numerator: | | | | | | | | | | | | | | | | Net Income (loss) attributable to Chemours | | | | $ | (238) | | | | | $ | 578 | | | | | Adjusted Net Income | | | | | 425 | | | | | | 738 | | | | | Denominator: | | | | | | | | | | | | | | | | Weighted-average number of common shares outstanding – basic | | | | | 148,912,397 | | | | | | 155,359,361 | | | | | Dilutive effect of the Company’s employee compensation plans(1) | | | | | 1,584,958 | | | | | | 2,943,646 | | | | | Weighted-average number of common shares outstanding – diluted(1) | | | | | 150,497,355 | | | | | | 158,303,007 | | | | | Basic earnings (loss) per share of common stock(2) | | | | $ | (1.60) | | | | | $ | 3.72 | | | | | Diluted earnings (loss) per share of common stock(1)(2) | | | | | (1.60) | | | | | | 3.65 | | | | | Adjusted basic earnings per share of common stock(2) | | | | | 2.85 | | | | | | 4.75 | | | | | Adjusted diluted earnings per share of common stock(1)(2) | | | | | 2.82 | | | | | | 4.66 | | |
(1)
In periods where the Company incurs a net loss, the impact of potentially dilutive securities is excluded from the calculation of EPS under U.S. GAAP, as their inclusion would have an anti-dilutive effect. As such, with respect to the U.S. GAAP measure of diluted EPS, the impact of potentially dilutive securities | | | | | 2024 Proxy Statement | | | 91 | |
Appendix — Supplemental Information(continued) is excluded from our calculation for the year ended December 31, 2023. With respect to the non-GAAP measure of adjusted diluted EPS, the impact of potentially dilutive securities is included in our calculation for year ended December 31, 2023, as Adjusted Net Income was in a net income position. (2)
Figures may not recalculate exactly due to rounding. Basic and diluted earnings per share are calculated based on unrounded numbers. GAAP Cash Flow Provided by Operating Activities to Free Cash Flows Reconciliation Free Cash Flows is defined as cash flows provided by (used for) operating activities, less purchases of property, plant, and equipment as shown in the consolidated statements of cash flows (Note that Free Cash Flow for compensation purposes is defined differently as discussed in “Compensation Discussion and Analysis.”) | | | | | YEAR ENDED
DECEMBER 31, | | | | | | | 2023 | | | 2022 | | | | Cash provided by operating activities | | | | $ | 556 | | | | | $ | 755 | | | | | Less: Purchases of property, plant, and equipment | | | | | (370) | | | | | | (307) | | | | | Free Cash Flows | | | | $ | 186 | | | | | $ | 448 | | |
| | | | | 2024 Proxy Statement | | | 92 | |
![[MISSING IMAGE: px_24chemoproxy01pg01-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-046287/px_24chemoproxy01pg01-bw.jpg) PROXYThe Chemours CompanyPROXY FOR VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 21, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATEDThe undersigned hereby appoints Matthew S. Abbott and Kristine M. Wellman, or either of them, each with power of substitution, as proxies for the undersigned to vote all shares of Common Stock of said Company which the undersigned is entitled to vote at the Virtual Annual Meeting of Shareholders (the “Annual Meeting”) of The Chemours Company (the “Company”) to be held on May 21, 2024, and any adjournment or postponement thereof, as hereinafter specified and, in their judgment, upon such other matters as may properly come before the meeting. The undersigned hereby revokes all proxies previously given.THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR JUDGMENT UPON SUCH OTHER BUSINESS NOT KNOWN AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.(Continued and to be marked, dated and signed on other side) PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. If you plan to attend the Virtual Annual Meeting, you must be a holder of Company shares as of the Record Date of April 3, 2024, and you must register at www.viewproxy.com/chemours/2024/VM by 11:59 p.m. Eastern Time on May 17, 2024. For more information on how to attend the Virtual Annual Meeting, see “General Information about the Meeting-What do I need to do to attend the Annual Meeting virtually?” in the proxy statement.Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting of Shareholders to be held May 21, 2024The Proxy Statement and our 2023 Annual Report to Shareholders are available at: http://www.allianceproxy.com/chemours/2024
![[MISSING IMAGE: px_24chemoproxy01pg02-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-046287/px_24chemoproxy01pg02-bw.jpg) Please mark your votes like this in blue or black ink The Board of Directors recommends you vote FOR each of the nominees named in Proposal 1, and FOR Proposals 2 and 3. Proposal 1 – Election of Directors to Serve One-Year Terms expiring at the Annual Meeting ofShareholders in 2025.Nominees:FORAGAINST ABSTAIN1a.Curtis V. Anastasio1b.Alister Cowan1c.Mary B. Cranston1d.Denise Dignam1e.Dawn L. Farrell1f.Pamela F. Fletcher1g.Erin N. Kane1h.Sean D. Keohane1i.Guillaume Pepy Proposal 2 – Advisory Vote to Approve Named Executive Officer CompensationFORAGAINSTABSTAINProposal 3 – Ratification of Selection of PricewaterhouseCoopers LLP for fiscal year 2024FORAGAINSTABSTAINTo transact other business as may properly come before the meeting or any adjournment or postponement thereof.Date _________________________________________________________Signature _ ___________________________________________________Signature _ ___________________________________________________(Joint Owners) Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) Note: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title.CONTROL NUMBERPlease indicate if youplan to attend this meeting PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. As a shareholder of The Chemours Company, you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Standard Time, on May 20, 2024.CONTROL NUMBERPROXY VOTING INSTRUCTIONSPlease have your 11-digit control number ready when voting by Internet or Telephone INTERNETVote Your Proxy on the Internet: Go to www.AALVote.com/CCHave your proxy card available when you access the above -website. Follow the prompts to vote your shares. TELEPHONEVote Your Proxy by Phone: Call 1 866-804-9616Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAILVote Your Proxy by Mail:Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.
DEF 14A false 0001627223 0001627223 3 2023-01-01 2023-12-31
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