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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.  )
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☐ Soliciting Material under §240.14a-12
TRONOX HOLDINGS PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Dear Fellow Shareholder:
Despite operating in the second year of the global pandemic, Tronox set new records for virtually every metric by which we measure ourselves: sustainability, production, revenue, EBITDA, cash flow, debt reduction and profitability. Just as importantly, the Board is proud of how the organization responded to the global COVID pandemic, making it a priority to keep our employees and their communities safe while continuing to supply our customers many of whom use titanium dioxide (TiO2) to manufacture products needed in the fight against COVID. We believe that years of hard work integrating the legacy Cristal and Tronox organizations have come to fruition and that 2021 was the year when Tronox solidified its position as the world’s leading vertically integrated producer of TiO2.
The Board is also extremely pleased with the selection of our Co-Chief Executive Officers, John Romano and Jean-Francois Turgeon. John and Jean-Francois have demonstrated how leaders working selflessly for the good of an organization can set a positive “tone at the top” and reinforce positive cultural values like teamwork and partnership. Our results in 2021 give your Board confidence that the Company has in place the right leadership and strategy to deliver long-term, sustainable results for you, our shareholders.
In addition to executive leadership changes, the Board took major steps forward in 2021 to advance the “G” element in our environment, sustainability and governance or ESG program. Specifically, we reorganized the Board of Directors’ committee structure to ensure, among other things, that decision-making by the Board and our executives was fully informed by considerations over climate change and the full panoply of other “E” and “S” risks and opportunities. In addition, the Company published its annual sustainability report in July 2021 which outlined the Company’s carbon emission reduction commitments, including plans to align with a global warming scenario of below 2° Celsius and achieve an aspirational goal of net zero greenhouse gas emissions. The Board is also proud that in 2021 Tronox received a Platinum Rating by EcoVadis, a leading third-party provider of business sustainability performance, in recognition of the Company’s sustainability efforts. This Platinum Rating places Tronox in the Top 1% of the 85,000 companies evaluated around the world by Ecovadis on their sustainability performance, and the Top 2% in the Basic Chemicals Manufacturing sector.
Shareholders will have an opportunity to express their support for the Board and our executive leadership team at the Annual General Meeting of Shareholders of Tronox Holdings plc, which will be held at 10 a.m. (U.S. Eastern Daylight Time) on May 12, 2022. All shareholders are cordially invited to attend.
YOUR VOTE IS MORE IMPORTANT THAN EVER THIS YEAR. We encourage you to read the Proxy Statement which describes the matters to be voted on at the meeting. Shareholders may vote via the Internet, by telephone or by completing and returning a proxy card.
The accompanying notice of meeting and Proxy Statement describe the matters to be voted on at the meeting. The Board sincerely hopes that you will vote your shares as a way of showing support for the executive and board governance changes that were implemented to ensure continuity of strategy and demonstrate the strength of the Company. The Board of Directors recommends that you vote FOR all the proposals set forth in the accompanying notice of meeting and Proxy Statement.
On behalf of the Board of Directors, we want to thank you for your continued support of Tronox.
Sincerely,

Ilan Kaufthal
Chairman

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NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF TRONOX HOLDINGS PLC
(Registered Company No. 11653089)
Date:
May 12, 2022
 
 
Time:
10:00 am EDT
 
Location:
263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901
 
 
Record Date:
5:00 p.m. (U.S. Eastern Daylight Time) on March 17, 2022
 
 
Meeting Agenda:
1.
Election of each of the ten director nominees listed in the accompanying Proxy Statement by separate ordinary resolutions.
 
2.
A non-binding advisory vote to approve executive compensation.
 
3.
Ratify the appointment of PricewaterhouseCoopers LLP (U.S.) as the Company’s independent registered public accounting firm.
 
4.
Approve receipt of our U.K. audited annual report and accounts and related directors' and auditor's reports for the fiscal year ended December 31, 2021 included in Appendix A to this Proxy Statement (the “Annual Report and Accounts”).
 
5.
Approve on a non-binding advisory basis our U.K. directors' remuneration report for the fiscal year ended December 31, 2021, contained in the Annual Report and Accounts and included in Appendix A to this Proxy Statement (the “Directors’ Remuneration Report”).
 
6.
Re-appoint PricewaterhouseCoopers LLP (“PwC U.K.”) as our U.K. statutory auditor under the U.K. Companies Act 2006 to hold office from the conclusion of the Annual Meeting until the conclusion of the next general meeting at which the annual report and accounts are laid before the Company.
 
7.
Authorize the Board or the Audit Committee to determine the remuneration of PwC U.K. in its capacity as the Company’s U.K. statutory auditor.

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We encourage shareholders to vote as soon as possible. Shareholders of record on the Record Date are entitled to vote in the following ways:
By Internet:
By Telephone:
By Mail:



You can vote your shares online at www.proxyvote.com
In the U.S. or Canada, you can vote your shares by calling +1-800-690-6903.
You can vote by mail by marking, dating and signing your proxy card and returning it in the business reply envelope to Tronox Holdings plc, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901 U.S.A.
A shareholder of record is entitled to appoint more than one proxy in relation to the 2022 Annual Meeting (provided that each proxy is appointed to exercise the rights attached to different ordinary shares). Such proxy need not be a shareholder of record, but must attend the 2022 Annual Meeting and vote as the shareholder of record instructs for such vote to be counted. The proxy may exercise all or any of a shareholder’s right to attend, ask questions and vote at the 2022 Annual Meeting and need not be a shareholder of Tronox Holdings plc.
This Notice of Annual General Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about March 30, 2022.
By Order of the Board of Directors,

Jeffrey N. Neuman
Senior Vice President,
General Counsel and Secretary
Registered Office: Laporte Road, Stallingborough, Grimsby, North East Lincolnshire, DN40 2PR, United Kingdom

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In the Notice of Annual Meeting and this Proxy Statement, references to “Tronox,” the “Company,” “we,” “us,” or “our” and similar expressions refer to Tronox Holdings plc and “Annual Meeting” refers to the annual general meeting of the shareholders of Tronox Holdings plc, unless the context of a particular reference provides otherwise. In this Proxy Statement, references to “shares” refer to ordinary shares of Tronox Holdings plc.

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PROXY SUMMARY
In 2021, Tronox, like all companies and organizations, had to navigate the second year of the global pandemic, as well as ongoing supply chain and inflationary challenges. We are proud in how we overcame these obstacles and in so doing set new records for virtually every metric by which we measure ourselves: sustainability, production, revenue, EBITDA, cash flow, debt reduction and profitability. Our performance in 2021 demonstrates how the integration of the legacy Cristal and Tronox organizations has transformed the Company and solidified our position as the world’s leading vertically integrated producer of titanium dioxide (TiO2).

2021 Highlights
Executive Leadership Changes
In March 2021, following the unexpected retirement of Jeffry Quinn, our former Chief Executive Officer and Chairman of the Board, we reorganized both our executive and Board leadership structures. In accordance with the Board’s pre-existing executive leadership transition plan, John Romano, formerly our Executive Vice President, Chief Commercial and Strategy Officer, and Jean-Francois Turgeon, formerly our Executive Vice President and Chief Operating Officer, were appointed as Co-CEOs, with Mr. Kaufthal assuming the role of Chairman of the Board. Mr. Kaufthal was previously our Lead Independent Director.
The Board is extremely pleased with its selection of John and Jean-Francois as Co-CEOs. They exemplify how leaders working selflessly for the good of Tronox can set a positive “tone at the top” and reinforce positive cultural values like teamwork and partnership. Our results in 2021 give the Board confidence that the Company has in place the right leadership and strategy to deliver long-term, sustainable results for our shareholders.
Capital Allocation and Global Debt Refinancing
During 2021, we repaid approximately $745 million in debt and are on target to achieve our previously announced $2.5 billion gross debt objective well ahead of our 2023 target. More recently, in the first quarter of 2022, we announced actions to achieve the $2.5 billion gross debt target through the launch of a $400 million term loan, the proceeds of which are expected to be used, along with cash on hand, to redeem all of our outstanding $500 million senior secured notes.
In connection with the acceleration of our debt reduction program, in November 2021, the Board authorized the repurchase of up to $300 million of the Company’s ordinary shares through February 2024, as well as announced its intention to increase the annual dividend to $0.50 per share. As part of the Company’s capital allocation priorities, we expect to continue to invest in the business through cost reduction, as well as growth- and vertical integration-related capital expenditures, including projects such as newTRON and Atlas Campaspe.
Key Strategic Capital Projects
Strengthening our balance sheet has not come at the expense of high-value capital expenditures. In 2021, we continued to advance our two most significant capital projects: the Atlas Campaspe mining project in Eastern Australia and what we call “Project newTRON,” a multi-year IT-enabled transformation program that includes both operational and business transformation. Atlas Campaspe will replace our existing Snapper and Ginkgo mines and is expected to sustain our current level of internalization of feedstock. Project newTRON will not only enable us to maintain our position as among the lowest cost producers of TiO2 but also substantially improve the reliability, customer service, cybersecurity and the IT resiliency of our operations.
Exxaro Exit Transaction
In the first quarter of 2021, Exxaro Resources Limited (“Exxaro”) sold its entire share ownership in us, totaling 21,975,315 ordinary shares, in an underwritten secondary offering. As part of such Exxaro transaction, Exxaro exchanged its 26% shareholding in our South African operating subsidiaries which hold our material mining licenses for additional “flip in” ordinary shares in us which were also sold as part of such underwritten offering. As a result, we now own 100% of our South African operating subsidiaries.
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PROXY SUMMARY

What We Do and How We Do It
We are the world’s leading integrated manufacturer of TiO2 pigment. We operate titanium-bearing mineral sand mines and beneficiation and smelting operations in Australia, South Africa and Brazil to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and ultrafine TiO2 used in certain specialty applications. It is our long-term strategic goal to be vertically integrated and consume all our feedstock materials in our nine TiO2 pigment facilities located in the United States, Australia, Brazil, U.K., France, the Netherlands, China and the Kingdom of Saudi Arabia. We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands also creates meaningful quantities of zircon and pig iron, which we also supply to customers around the world.
The following chart highlights our fully integrated business across the TiO2 value chain.



Shareholder Engagement
At our most recent annual meeting of shareholders held on May 5, 2021, our Say-on-Pay advisory vote passed with the affirmative vote of approximately 96% of the votes cast. We believe the positive Say-on-Pay advisory vote was a reflection of the focus and commitment by the Board and the Company’s Human Resources and Compensation Committee (the “HRCC”) to align our compensation program with the interests of our stakeholders.
During the past year and into 2022, we continued our practice of active engagement with shareholders on many levels. Our Chairman and members of the Tronox executive team interacted frequently with shareholders both in 1:1 meetings and at investor conferences. These interactions were aimed at providing insight and transparency into our financial results, operations and long-term strategy.
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PROXY SUMMARY
In terms of shareholder engagement specifically related to compensation, sustainability and governance, we invited our top ten shareholders to meet telephonically with our Chairman and executive leadership team in the late autumn of 2021. Five shareholders representing approximately 25% of our outstanding ordinary shares responded to our invitation and met with the Company.
At those meetings, we discussed a wide range of compensation and Environment, Sustainability and Governance (“ESG”) issues. While our shareholders expressed strong support for our governance practices and executive compensation practices, they encouraged us to continue to make progress in reducing greenhouse gas emissions and meet other environmental targets we set for ourselves. Investors also reiterated the importance of aligning with disclosure standards promulgated by the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD).

Corporate Governance Highlights
The Board is committed to continually improving its corporate governance processes, practices and procedures. Our governance policies and structures are designed to promote the Board’s thoughtful oversight of Tronox’s business decisions and ensure intelligent risk-taking, with the goal of furthering our long-term strategic goal of being the world’s most vertically integrated and lowest cost producer of TiO2. Highlights include:

Enhanced oversight of ESG by reorganizing the Board committee structure to make the Corporate Governance and Nominating Committee the Corporate Governance and Sustainability Committee with a restated committee charter that requires management to regularly report on key ESG initiatives;

An increasingly diverse Board with the appropriate mix of skills, experience and perspective. Assuming all director nominees are elected at the Annual Meeting, 20% will be women, including the chairperson of our Audit Committee, 50% will be non-U.S. citizens and 10% will be black South Africans. In addition, assuming all director nominees are elected at the Annual Meeting, of the independent directors, 33% will be women;

Separation of Chairman and CEO roles enables our Co-CEOs to focus on managing the Company while our independent Chairman takes a more active role in oversight of management and the Company’s overall corporate governance;

A commitment by 2022 to link disclosure standards promulgated by the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD) to our annual comprehensive sustainability report meeting the Global Reporting Initiative (“GRI”) Framework for Sustainability Reporting;

Assuming all director nominees are elected at the Annual Meeting, six of our ten Directors will be independent under NYSE listing standards, with the non-independent Directors consisting of our Co-Chief Executive Officers, and the two members appointed by Cristal Netherlands. While such Directors are not deemed to be independent, we believe their interests are aligned with the Company’s as a result of their significant ownership interest in the Company;

Directors are elected annually under a majority voting standard;

All Board Committees are fully independent;

Policy limiting the number of public company boards on which Directors may serve;

Minimum share ownership requirements for Directors and executive officers; and

Anti-Hedging of Company Securities Policy.
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PROXY SUMMARY

Executive Compensation Program Highlights
Our executive compensation program is designed to incentivize and motivate our executive officers to manage our business well over the long-term, to drive performance improvements, and to increase shareholder value. The incentive compensation elements of our program are designed to closely align the financial interests of our executive with those of our shareholders. Highlights include:

In 2022, similar to 2021, we will include a reduction in our carbon emissions, measured as tons of CO2 emissions per ton of production, as one of the metrics used to determine the cash bonus payable to our executives. 20% of our annual bonus plan is linked to ESG metric - 15% to safety and 5% to carbon emission reduction;

In response to shareholder feedback, similar to 2021, 50% of the payout under our performance-based long-term incentive plan will again be linked to improvement in ROIC (return on invested capital) over a 3-year period;

Emphasis on performance-based compensation: 77.5% of our Co-CEOs’ target compensation and average of 67.4% of our other NEOs’ target compensation is “at-risk”;

Use of metrics in the annual incentive compensation plans for the Co-CEOs and other NEOs which are expected to drive long-term shareholder value;

Minimum share ownership requirements for the CEO (5x base salary) and other NEOs, (3x base salary) which reinforce our focus on shareholder alignment;

No excise tax gross-up provisions in any change-in-control provisions;

No re-pricing of stock options without shareholder approval;

No cash buyout of underwater options;

Annual review of executive compensation design, market competitiveness, and best practices;

50% of the long-term incentive program equity grants only vest if the Company achieves pre-determined performance metrics (i.e., TSR, ROIC) aligned with shareholder interests; and

Retention of an independent compensation consultant to provide guidance and support to the HRCC.
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SUSTAINABILITY AND CORPORATE RESPONSIBILITY
Sustainability has always been a part of how we do business at Tronox. As a vertically integrated company, our operations start with mining, which connects us closely to the land, the environment and the communities in which we operate. We believe this vertical integration gives us a holistic view of our supply chain and its stakeholders, which sets us apart from our competitors.
We believe that we can, and should, take accountability for the economic, environmental and social consequences of our activities, and we need to minimize the unintended consequences of our actions while becoming a more efficient business that creates long-term value.

 
Environment
When it comes to managing our environmental impact, we begin with the end in mind. We implement innovative technologies and practices at our operating sites to protect our land, water, air and ecosystems today, then rehabilitate our land to preserve the earth’s scarce resources for the future − because we only have one planet.

 
Employees
We have an uncompromising focus on operating safe, reliable and responsible facilities. It is foundational to our vision to make high-quality products at a low cost in a safe and sustainable manner. We believe investment in the success of our people is an investment in the success of our business.

 
Responsible Business
Tronox is well positioned to provide value to our customers and shareholders by delivering products that enhance our world by evolving our products to meet our customers’ needs, engaging responsible supply chain partners and having a relentless focus on operational excellence. We believe in earning our privilege to operate each day and are honored to provide value to our customers and shareholders.

 
Communities
Global vision with local action. We are honored to be trusted with the privilege to operate in our communities around the world. For Tronox, we believe this is more then providing meaningful work for our local people. We strive to be valued contributors to local economies, respect indigenous cultures and support the quality of life in our shared communities.

2021 Accomplishments
Carbon Emission Reduction Roadmap
We announced our roadmap to align our business to a 2° centigrade global warming scenario and meet the global challenge of achieving “net zero” emissions by 2050. Our roadmap covers 100% of our operations and includes short, medium and long-term targets that are supported by a detailed analysis of our carbon footprint and ways to reduce it. The roadmap is not just a paper exercise, but is supported by well-resourced projects and initiatives.
Aligning to a 2°C Scenario and 2050 Net Zero GHG Emissions
Tronox has a detailed, actionable roadmap to reach net zero GHG emissions by 2050
PERIOD
TARGET1
HOW WE’LL DO IT
2021
1%
In 2021, we achieved a 5% reduction in carbon intensity versus a 2019 baseline.
We exceeded our target by operating more efficiently and focusing on ways to reduce the amount of pet coke used in our chloride pigment process.
2022
9%
Our 2022 target contemplates further reductions in carbon intensity by deploying automation technology primarily in our pigment plants which will reduce energy and pet coke use and increased mineral production which will make our operations less carbon intensive.
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PERIOD
TARGET1
HOW WE’LL DO IT
2025
15%
Replacing 74% of coal intensive electricity power supply in South Africa with cleaner renewable sources (wind/solar).
Continued optimization/efficiency programs.
Energy management systems.
2030
35%
Convert power supply at all our mining sites to cleaner sources.
Electrification of processes.
Carbon capture and storage projects.
Renewable fuel alternatives.
2050
100%
Alternative renewable reductants to replace coal, coke and anthracite in our furnaces.
Electrification of mining earthmoving equipment.
Emissions off-setting.
1.
Our targets relate to the carbon intensity of our products measured in tons of carbon per each ton of product. Reductions are measured against a 2019 baseline.
New Power Purchase Agreement
Our most significant emission reduction project which we announced in the first quarter of 2022 is a long-term power purchase agreement with an independent power producer in South Africa to provide 200 MW of solar power (approximately 40% of our South African electricity requirements) to our mines and smelters in South Africa. We expect the project to be fully implemented by the fourth quarter of 2023. We believe this project will ultimately reduce our Scope 1 and 2 global carbon emissions by approximately 13% as compared to our 2019 baseline.
Ecovadis Platinum Rating
We received a Platinum Rating by EcoVadis in recognition of our sustainability efforts. This Platinum Rating places Tronox in the Top 1% of the 85,000 companies evaluated around the world by Ecovadis on their sustainability performance, and the Top 2% in the Basic Chemicals Manufacturing sector. The EcoVadis assessment focuses on four themes: the environment, labor and human rights, ethics, and sustainable procurement. Tronox achieved a 10-point increase in all categories, and a 20-point increase in the environmental category.
EcoVadis is a leading third-party independent assessment organization that evaluates companies' sustainability performance. Their methodology is based on international sustainability standards including the Global Reporting Initiative (GRI), United Nations Global Compact (UNGC) and ISO 26000.
Other Highlights
Aligned our reporting to the Sustainability Accounting Standards Board (SASB) Chemicals framework and reaffirmed our intention to disclose carbon emissions information in accordance with the Task Force on Climate-Related Financial Disclosures (TCFD) in our 2021 Sustainability Report;
Became a signatory of the United National Global Compact;
Established internal Centers of Excellence focused on carbon neutrality, waste, and diversity, equality and inclusion;
Launched an internal Global Sustainability Council comprised of senior leaders from Tronox’s key functional groups to drive progress on our various sustainability initiatives and support the Board to make informed decisions on sustainability strategy;
Launched new Centers of Excellence programs dedicated to sustainability matters, such as greenhouse gases, waste, energy efficiency, sustainability and culture, where formal, cross-functional teams build on the cumulative experience within Tronox to help address common issues and share best practices and technologies;
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SUSTAINABILITY AND CORPORATE RESPONSIBILITY
Implemented a Diversity and Inclusion Steering Committee and developed a strategy consisting of three mission drivers: Workforce Reflective of our Communities, Foster an Inclusive Culture, and Develop our Diverse Talent;
Launched a Women in Leadership Program consisting of a number of female leaders across our Company; and
Our Co-CEOs signed the CEO Action Pledge for Diversity and Inclusion.

Addressing Climate Change
We believe the detailed and substantive roadmap we announced in 2021 for reducing carbon emissions in the short-, medium- and long-term demonstrates Tronox’s commitment to mitigating the impact of climate change. The majority of our GHG emissions are generated from our TiO2 slag furnaces in South Africa, synthetic rutile kiln in Western Australia, and TiO2 pigment plants in the United States, United Kingdom, France, Brazil, China, Netherlands, Australia, and Saudi Arabia.
As mentioned above, we believe switching from coal-based to renewal solar power with respect to our operations in South Africa will ultimately reduce our Scope 1 and Scope 2 global carbon emissions by approximately 13% as compared to our 2019 baseline. Our TiO2 pigment plant in the Netherlands was able to significantly reduce its Scope 2 GHG emissions by importing steam generated from the incineration of renewable waste and we have identified other opportunities to reduce emissions in Western Australia by switching to renewable power. Plant optimization and efficiency measures and initiatives across our supply chain will also contribute to the achievement of our short- and medium-term goals. Longer-term, we are investing in fundamental research and development to improve our feedstock upgrading and TiO2 production technologies to reduce emissions even more.
We are also proud to offer products that help clean our air, such as catalysts for power plants and diesel trucks that leverage the photocatalytic properties of TiO2 to reduce air pollution.

Sustainability and Safety Targets and Goals

The Board recognizes that stakeholder expectations related to sustainability and corporate responsibility are steadily increasing and that robust disclosure is essential for investors to effectively assess the adequacy of our strategy and actions. The Board takes seriously the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the standards put forth by the Sustainability Accounting Standards Board (SASB). Hence, the Board has directed management to achieve the following by the time Tronox publishes its 2021 sustainability report currently scheduled to be published during Q2 2022:
Disclose the identification, assessment, management, and oversight of sustainability-related risks in accordance with the four pillars of TCFD; and
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Publish SASB-aligned reporting as a company in the Chemicals Sustainable Industry Classification System.
It is important to us that we continue to improve our disclosure to ensure transparency in our efforts to maintain safe, reliable and responsible facilities. We follow guidance from a range of voluntary global initiatives to more thoroughly address our sustainability impact.
2022 Annual Incentive Plan (AIP) Safety and Emission Reduction Targets
Similar to 2021, the Board approved sustainability and safety metrics as components of the Company’s 2022 AIP. For 2022, 20% of our annual bonus plan will again be linked to ESG metrics – 15% to safety and 5% to carbon emission reduction.
Safety component of AIP. The Board believes that the two key metrics for measuring our overall safety performance for purposes of the annual bonus plan should be Disabling Injury Frequency Rate (DIFR) and Total Recordable Injury Frequency Rate (TRIFR), each of which are measured per 200,000 work hours (employees plus contractors).
In 2021, we had a strong safety performance and exceeded the targets for both DIFR and TRIFR.
For 2022, the HRCC approved a DIFR target of 0.15 and a TRIFR target of 0.36. In past years, target DIFR and TRIFR have been based on a 10% reduction from the safety targets established with respect to the prior year. Given the significant improvements in our safety performance during the last two years, the Board asked management to establish the 2022 targets at a level at least equal to the best-ever rolling 12-month historical achievement.
2021 SAFETY TARGETS
2021 ACTUAL SAFETY PERFORMANCE
DIFR* OF 0.22
0.19
TRIFR* OF 0.50
0.39
2022 SAFETY TARGETS
 
DIFR OF 0.15
 
TRIFR OF 0.36
 
*
Disabling Injury Frequency Rate (DIFR) and Total Recordable Injury Frequency Rate (TRIFR)
Emission reduction component of AIP. We measure carbon intensity of TiO2 (CO2 per ton of TiO2) for Scope 1 (direct emissions from sources owned or controlled by us) and Scope 2 (indirect emissions from purchased energy). For purposes of our 2022 carbon emissions reduction target, similar to 2021, we used 2019 as the “baseline” for CO2 intensity. We believe using pro forma 2019 as the baseline is appropriate as it is our most reliable carbon intensity data due to the closing of the Cristal acquisition in April 2019.
2021 EMISSION REDUCTION TARGETS
2021 ACTUAL EMISSION REDUCTION PERFORMANCE
1.649 tCO2e/t product (represents a 1%
reduction against the 2019 baseline)
1.599 tCO2e/t product (represents a 5%
reduction against the 2019 baseline)
2022 EMISSION REDUCTION TARGETS
 
1.543 tCO2e/t product (represents a 9%
reduction against the 2019 baseline)
 
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Diversity, Equity and Inclusion
Tronox employs approximately 6,500 people across six continents, and we believe it is our rich diversity and exceptional operational and technical expertise that, combined with our mineral resources, positions Tronox as the world's leading vertically integrated manufacturer of titanium dioxide pigment. Recognizing the importance of our human capital, we have made People, Culture and Capabilities one of our five strategic pillars, and placed a priority around developing leaders who will help us effectively (i) acquire, develop and nurture our talent, and (ii) foster a culture with the values that are important to us, starting with safety and an outward mindset. We are committed to creating an organization where leaders foster and encourage a diverse workforce, where people feel valued and respected, have access to opportunities, and in which a variety of different voices are encouraged and heard.
We aim to create an organizational culture underpinned by people operating with an outward mindset, where our employees see others as individuals who matter like they do. An outward mindset means taking others’ needs, challenges, and objectives into account and focusing on collective results. Nearly all of our employees have been through training and development courses to learn about working with an outward mindset. We believe that as our employees have understood the value of living with an outward mindset, they have embraced it. We have seen a transformation in our culture, and also in our results, starting with safety: our people truly care for one another as well as our contractors, visitors and the communities in which we operate. Shaped by an outward mindset, our people have embraced our global diversity and are naturally inclusive.

Values
The following reflect our core values that are we believe are each supportive of strong sustainable practices:
We have an uncompromising focus on operating safe, reliable and responsible facilities.
We honor our responsibility to create value for stakeholders.
We treat others with respect, and act with personal and organizational integrity.
We build our organization with diverse, talented people who make a positive difference and we invest in their success.
We are adaptable, decisive and effective.
We are trustworthy and reliable, and we build mutually rewarding relationships.
We share accountability and have high expectations for ourselves and one another.
We do the right work the right way in every aspect of our business.
We celebrate the joy of working together to accomplish great things.
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PROPOSAL 1—ELECTION OF DIRECTORS
Tronox’s business and affairs are managed under the direction of the Board, which assuming all the director nominees are elected at the Annual Meeting, will be comprised of ten members. Six of those members are independent.
The following table provides summary information about each Director nominee, all of whom are currently members of the Board, as well as the expected composition of each Board committee following the Annual Meeting, assuming each Director is re-elected.
DIRECTOR
AGE (1)
DIRECTOR
SINCE
CURRENT OCCUPATION
INDEPENDENT
A
HRCC
CG
Ilan Kaufthal
74
2011
Chairman of the Board, Tronox Holdings plc; Eastwind Advisors
X
 
 
C
Mutlaq Al- Morished
65
2019
CEO, TASNEE
 
 
 
 
Vanessa Guthrie
61
2019
Former Managing Director and Chief Executive Officer, Toro Energy Limited
X
M
 
M
Peter B. Johnston
70
2012
Former Interim CEO, Tronox Limited; Former Global Head of Nickel Assets, Glencore
X
M
M
 
Ginger M. Jones
57
2018
Former Senior Vice President and CFO, Cooper Tire & Rubber Company
X
C
M
 
Stephen Jones
60
2019
Former President & CEO, Covanta Holding Corporation
X
M
C
 
Moazzam Khan
64
2019
Managing Director, Cristal International Holdings B.V.
 
 
 
 
Sipho Nkosi
67
2012
Former CEO, Exxaro Resources Limited
X
 
M
M
John Romano
57
2021
Co-Chief Executive Officer
 
 
 
 
Jean-Francois Turgeon
55
2021
Co-Chief Executive Officer
 
 
 
 
 (1)  As of March 15, 2022
A
Audit Committee
C
Chairperson
HRCC
Human Resources and Compensation Committee
M
Member
CG
Corporate Governance and Sustainability Committee
Each of the nominees, other than Messrs. Khan and Al-Morished, have been nominated by the Corporate Governance and Sustainability Committee in accordance with our Articles of Association.
Each of the nominees must be elected by a majority of votes cast in favor of the proposal at the Annual Meeting to hold office until their successors are duly named and approved at the next annual general meeting of the Company. Your Board of Directors recommends a vote FOR these nominees by shareholders. Shares represented by proxy will be voted FOR the nominees unless you specify otherwise in your voting instructions.
We expect each nominee for election as a Director to be able to serve if elected. Separate resolutions for the election of each nominee will be submitted for shareholder vote at the Annual Meeting.

Board Diversity and Qualifications
Our Board consists of world-class directors with the diversity of skills, experience, ethnicity, and gender necessary to provide exceptional leadership for Tronox. The selection criteria for our directors includes, among other things:
high professional and personal ethics and values consistent with our long-standing values and standards;
sufficient time to devote to the Board and our Company; and
diversity of ethnicity, gender, background, geographic location and experience including: senior leadership and operating experience in a publicly-listed company; board experience in a publicly-listed company; financial, industrial/mining and/or international expertise.
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We continually assess whether our Board maintains the right balance of skills, experience, diversity and business acumen required for exceptional leadership. The Board believes it brings a diverse set of backgrounds, skills, and experiences to Tronox to provide effective oversight of management and drive Tronox’s strategy forward. Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. The Board has undergone significant refreshment over the last several years to better align the Board’s composition to our long-term strategy and broaden the Board’s perspectives to enhance its performance.
Appropriate Skills and Qualifications
Board Skills and Qualifications
Number of Directors*
Current or Previous Senior Executive Experience
8
Public Company Board Experience
7
Strategic Planning
8
Mining and Chemicals Experience
7
Experience in Regions in Which We Operate
8
Environmental and Sustainability
4
Corporate Governance
5
Finance, Accounting and Risk Management (including Cybersecurity)
4
*
For purposes of the above, we did not include our Co-CEOs, both of whom have decades of experience in the TiO2 industry.


The Board of Directors recommends that shareholders vote “FOR” the election of each of the following nominees:
NAME
AGE (1)
POSITION
Ilan Kaufthal
74
Chairman of the Board
Mutlaq Al-Morished
65
Director
Vanessa Guthrie
61
Director
Peter B. Johnston
70
Director
Ginger M. Jones
57
Director
Stephen Jones
60
Director
Moazzam Khan
64
Director
Sipho Nkosi
67
Director
John Romano
57
Director
Jean-Francois Turgeon
55
Director
 (1)  As of March 15, 2022.
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Cristal Nominees. Upon closing of the Cristal transaction, Cristal Netherlands became our largest single shareholder. Pursuant to the terms of a shareholders agreement with Cristal Netherlands and Cristal which was signed at closing, Cristal Netherlands has the right to nominate two of our directors. Similar to last year, Cristal Netherlands has again nominated Mr. Mutlaq Al-Morished and Mr. Moazzam Khan to stand for re-election. Messrs. Al-Morished and Khan bring a wealth of business experience in the TiO2 and chemical industries and will be of invaluable assistance in managing our operations in Saudi Arabia. Due to their lack of independence under NYSE listing standards, neither gentlemen will serve on any of our committees.
In addition, upon consummation of the Cristal transaction, the Board appointed Dr. Talal Al-Shair as director emeritus for the purpose of providing such consulting and advisory service to the Board as the Board shall request from time to time. Dr. Talal is the founder of Cristal and has extensive experience and knowledge regarding Cristal and industry-related matters.

Biographical Information on our Director Nominees
Set forth below is a description of the backgrounds of the Director nominees. Except as otherwise indicated below, each of our independent directors, other than Mr. Jones and Dr. Guthrie, joined Tronox Holdings plc effective as of March 28, 2019 in connection with the re-domicile transaction which changed our country of incorporation from Australia to the United Kingdom (the “Re-Domicile Transaction”). There are no family relationships among any of our Directors.
Ilan Kaufthal
 

Director since 2011

Chairman of the Board

Chairperson of Corporate Governance and Sustainability Committee

Independent Director
Ilan Kaufthal has been Chairman of the Board since March 18, 2021, and a director of Tronox Holdings plc effective as of March 29, 2019, which was the effective date of the Redomicile Transaction. Mr. Kaufthal was appointed Lead Independent Director on March 28, 2019 and served in such capacity until his appointment as Chairman on an interim basis on December 27, 2020. Prior to the Re-Domicile Transaction, Mr. Kaufthal was Non-Executive Chairman of Tronox Limited from June 27, 2017 to March 28, 2019, was its Lead Independent Director from September 6, 2016 to June 27, 2017, a Director since June 15, 2012 and was a Director of Tronox Incorporated from February 2011 until June 15, 2012. He is Chairman of East Wind Advisors, a specialized investment banking firm serving companies in the media, education and information industries. Mr. Kaufthal joined East Wind in 2010 as Chairman, bringing over 30 years of experience as an investment banker and senior corporate executive to the franchise. From 2008 until 2013, Mr. Kaufthal served as Senior Advisor for Irving Place Capital. Until 2008, Kaufthal was a Vice Chairman of Investment Banking at Bear, Stearns & Co and prior to joining Bear, Stearns in 2000, he served for 13 years as Vice Chairman and head of mergers and acquisitions of Schroders & Co. Preceding Schroders, he was with NL Industries and served as its Senior Vice President and Chief Financial Officer. Mr. Kaufthal is the Chairman of IDB Bank NY and serves on the Board of Directors of Macsteel Ltd. Mr. Kaufthal was formerly a director of Cambrex Corporation (NYSE: CBM), a supplier to the pharmaceutical industries, and formerly a director of Quinpario Acquisition Corp 2 (NASDAQ: QPACU), a special purpose acquisition company. He also serves on the Advisory Board of Jerusalem Venture Partners Media Fund and is a Trustee of the Russell Berrie Foundation. He is the Chairman of the Board of the American Friends of Bezalel and a member of the Board of Visitors at Columbia University Medical Center. Ilan holds an MBA from New York University and a BS from Columbia University. Mr. Kaufthal brings to the Board his financial, investment, business skills and previous experience in the titanium dioxide business.
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Mutlaq Al-Morished
 

Director since 2019

Non-Independent Director
Mutlaq H. Al-Morished has been a director of the Company since April 2019. Mr. Al-Morished is currently the Chief Executive Officer and director of National Industrialization Company (Saudi Stock Exchange: TASNEE), which is a 79% shareholder of Cristal and one of the largest Saudi diversified industrial companies having investments in several fields. Mr. Al-Morished is also the Chairman of the board of National Metal Manufacturing & Casting Co. (Saudi Stock Exchange: “Maadaniyah”) and currently serves as a board member of Aluminium Bahrain BSC (LSE: “ALBH”) and Alinma Bank (Saudi Stock Exchange: “ALINMA”). Mr. Al-Morished was previously a board member of the General Organization of Saudi Arabian airlines and Alinma Tokio Marine (Saudi Stock Exchange: “ALINMATO”). Mr. Al-Morished is also a board member of the Gulf Petrochemical & Chemical Association, a non-profit professional organization, and CITI Group in Saudi Arabia, a privately held company. Prior to joining TASNEE, Mr. Al-Morished was the Executive Vice President of Corporate Finance and Chief Financial Officer of Saudi Basic Industries Corporation (SABIC) from 2004 through 2015. Mr. Al-Morished was also the Vice President of Metals SBU, Executive Vice President of Shared Services, and President of Saudi Petrochemical Company (SADAF) and Saudi Iron & Steel Com (HADEED), consecutively. Mr. Al-Morished previously served as Chairman of the Board of YANSAB, SABIC Capital in the Netherlands, SAUDI KAYAN, SABIC Captive Insurance Limited in the UK, and Alinma Investment Co. He was also a board member of Gulf Bank in Bahrain & the Advisory Board for Economic Affairs of the Supreme Economic Council of Saudi Arabia. Mr. Al-Morished holds a Master of Business Administration degree from Stanford University, a Master of Science degree in Nuclear Engineering from Princeton University, and a Bachelor of Science degree in Nuclear Physics & Mathematics from the University of Denver. Mr. Al-Morished brings to the Board years of extensive senior management, business, and leadership experience in the TiO2 and other chemicals businesses.
Board Candidacy of Mutlaq Al-Morished
Mr. Al-Morished is the CEO and a Board member of Tasnee, the parent company of our largest (24%) shareholder, Cristal.
Under its shareholder’s agreement, Cristal has the right to nominate two members and has chosen Mr. Al-Morished.
Other than his directorship on Tronox, Mr. Al-Morished also serves on the Board of four other Saudi-listed companies, including Tasnee in which he is CEO.
Mr. Al-Morished is uniquely positioned to help us succeed in Saudi Arabia where we operate one of our largest facilities and are developing a facility for upgrading TiO2 feedstock.
As the CEO of our largest shareholder, Mr. Al-Morished is well positioned to represent all shareholders’ interests.
Mr. Al-Morished does not serve on any of the Board committees which reduces the amount of time he needs to effectively carry out his Board responsibilities.
During 2021, Mr. Al-Morished stepped down from his directorship on two Saudi listed public companies and we expect that by the time of our annual meeting, Mr. Al-Morished will no longer serve on the Board of Alinma Bank (ALINMA: Saudi Arabia).
We expect that by the time of our annual meeting, Mr. Al-Morished will only be a member of the Board of two other Saudi listed public companies, in addition to serving on the Board of Tronox and Tasnee.
The Tronox Board has fully considered that some shareholders have expressed concern over whether given the fact that he is a sitting CEO yet serves on other boards he is deemed “over-boarded”. However, the Board strongly believes that Mr. Al-Morished is an exemplary Board member, fully dedicated to his Tronox board-related responsibilities, and should be re-elected at the 2022 annual general meeting
The Board urges shareholders to vote “FOR” Mr. Al-Morished.
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Vanessa Guthrie, AO
 

Director since 2019

Audit Committee

Corporate Governance and Sustainability Committee

Independent Director
Dr. Vanessa Guthrie has been a Director of Tronox Holdings plc since March 28, 2019. Dr. Guthrie is a highly accomplished executive and Board director with a career spanning 30 years in the resources sector across diverse roles in operations, environment, community and indigenous affairs, corporate development and sustainability. From 2013 to 2016, Dr. Guthrie was the Managing Director and Chief Executive Officer of Toro Energy Limited, an Australian uranium mining company (ASX: TOE). In March 2019, Dr. Guthrie was appointed as an advisor to the Australian government’s Australia-India Council on the development of the economic relationship between Australia and India. Dr. Guthrie is also currently a non-executive Director of Santos Limited (ASX: STO) (“Santos”), one of the leading independent oil and gas producers in the Asia-Pacific region, and is a member of Santos’s EHS and Sustainability Committee and People and Remuneration Committee, as well as is currently a non-executive Director of Lynas Rare Earths Limited (formerly Lynas Corporation Limited) (ASX: LYC, OTC: LYSDY), an Australian rare-earths mining company, and is a member of Lynas’ Nomination, Remuneration and Community Committee and the Health, Safety and Environment Committee. In addition, Dr. Guthrie is Deputy Chair and Lead Independent Director of Adbri Limited (formerly Adelaide Brighton Ltd.) (ASX: ABC) (“Adbri”), one of Australia’s leading integrated construction materials and lime producers, and is a member of the Safety, Health and Environment Committee and Chair of Adbri’s People and Culture Committee. Dr. Guthrie is also a non-executive Director of Pro Chancellor of Curtin University where she is chair of the Finance Committee and non-executive Director of Cricket Australia. Dr. Guthrie was previously a non-executive Director of the Australian Broadcasting Corporation. Dr. Guthrie also served previously as Deputy Chair of the Western Australia Cricket Association. Dr. Guthrie has qualifications in geology, environment, law and business management, including a PhD in Geology, and was awarded an Honorary Doctor of Science from Curtin University in 2017 for her contribution to sustainability, innovation and policy leadership in the resources industry. Dr. Guthrie also became an Officer in the Order of Australia in 2021 for distinguished service to the minerals and resources sector, and as a role model for women in business. Dr. Guthrie is a also a member of the Infrastructure Australia Board, Australia’s independent infrastructure advisor established to advise governments, industry and the community on the investments and reforms needed to deliver better infrastructure for all Australians.
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Peter B. Johnston
 

Director since 2012

Audit Committee

Human Resources and Compensation Committee

Independent Director
Peter B. Johnston has been a Director of Tronox Holdings plc effective as of the Implementation Date. Prior to the Re-Domicile Transaction, Mr. Johnston was interim CEO of Tronox Limited from May 15, 2017 to November 30, 2017 and had been a Director of Tronox Limited since August 1, 2012. He was appointed Global Head of Nickel Assets for Glencore in May 2013 and held that position until his retirement in December 2015. Previously he was Managing Director and Chief Executive Officer of Minara Resources Pty Ltd from 2001 to 2013. He was Vice Chairman of the Nickel Institute; past Chairman of the Minerals Council of Australia; past President of the Chamber of Minerals & Energy (WA); and past Vice President of the Australian Mines and Metals Association. Mr. Johnston also was a director of Silver Lake Resources Limited (ASX:SLR). He formerly was employed by WMC Ltd between 1993 and 2001, during which he held the position of Executive General Manager with responsibility over nickel and gold operations, Olympic Dam Operations, Queensland Fertilizers Ltd., and human resources. Mr. Johnston is currently a member of the board of NRW Holdings Limited (ASX:NWH), as well as a member of its sustainability, audit and nomination and remunerations committees. Mr. Johnston is also presently the non-executive Chairman of the board of directors of Jervois Global Ltd. (ASX: JRV), a leading cobalt minerals, metals and chemicals company, as well as a member of its audit and remuneration and nomination committees. Mr. Johnston brings to the Board extensive senior management, operating and leadership experience through his business career in the mining industry.
Ginger M. Jones
 

Director since 2018

Chairperson of Audit Committee

Human Resources and Compensation Committee

Independent Director
Ginger M. Jones has been a Director of Tronox Holdings plc effective as of March 28, 2019. Prior to the Re-Domicile Transaction, Ms. Jones had been a Director of Tronox Limited since April 4, 2018. Jones served as Vice President and Chief Financial Officer of Cooper Tire & Rubber Company beginning in December 2014 and was promoted to Senior Vice President and Chief Financial Officer in February 2016. Ms. Jones retired from Cooper Tire & Rubber Company in December 2018, where she was responsible for Cooper’s financial operations, investor relations, business information systems and corporate strategic planning. Prior to joining Cooper, Ms. Jones served as Senior Vice President and Chief Financial Officer of Plexus Corp. from 2007 to 2014, and Vice President and Corporate Controller of Banta Corporation from 2002 to 2007. A certified public accountant, Ms. Jones began her career with Deloitte & Touche. Ms. Jones holds a Master of Business Administration from The Ohio State University and a bachelor’s degree in Accounting from the University of Utah. Ms. Jones is a board member of Nordson Corporation (NASDAQ:NDSN), an American multinational corporation that designs and manufactures dispensing equipment for consumer and industrial adhesives, sealants and coating, and currently serves on the audit committee. In addition, Ms. Jones is a board member
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and Chairperson of the audit committee of Holley Inc. (NYSE: HLLY), a leading designer, marketer, and manufacturer of high-performance products for car and truck enthusiasts. Ms. Jones was formerly a member of the board of directors of Libbey Inc. Ms. Jones brings to the Board her financial, accounting and auditing experience and her public company director experience.
Stephen Jones
 

Director since 2019

Chairperson of Human Resources and Compensation Committee

Audit Committee

Independent Director
Stephen Jones has been a Director of Tronox Holdings plc since March 28, 2019. From March 2015 through October 2020, Mr. Jones was President, Chief Executive Officer and a director of Covanta Holding Corporation (formerly NYSE: CVA, now owned by private equity), a leading global provider of sustainable waste and energy solutions. Prior to joining Covanta in January 2015, Mr. Jones was employed from 1992 through September 2014 by Air Products and Chemicals, Inc. (“Air Products”), a global supplier of industrial gases and equipment. Mr. Jones held a variety of senior-level management positions at Air Products including in the company’s tonnage gases, equipment, energy and industrial chemicals businesses, culminating with his role as Air Products’ China president based at the company’s office in Shanghai. Mr. Jones is also a member of the board of directors of Badger Infrastructure Solutions Ltd., a Canadian infrastructure solutions company specializing in non-destructive excavation services (TSE: BDGI). Mr. Jones also serves as a special advisor to the supervisory board of Hitachi Zosen Inova AG, a global cleantech company. Prior to joining Air Products in 1992, Mr. Jones practiced corporate law at Dechert LLP in Philadelphia, PA, primarily in the area of mergers and acquisitions. Mr. Jones earned a Bachelor of Science degree in economics from Bloomsburg University of Pennsylvania, a Master of Business Administration with a concentration in finance from Temple University and a law degree from the University of Pennsylvania. In addition, he participated in the INSEAD Advanced Management Program in Fontainebleau, France. Mr. Jones is also a director of the Bloomsburg University Foundation. Mr. Jones’ experience managing and growing domestic and international companies and his business acumen are valuable assets to the Board.
Moazzam Khan
 

Director since 2019

Non-Independent Director
Moazzam Khan has been a director of the Company since April 2019. In addition to serving on the Board of Directors of Tronox, Mr. Khan serves as the managing director of Cristal International Holdings BV (formerly known as Cristal Inorganic Chemicals Netherlands Cooperateif W.A.). Prior to joining Cristal, Mr. Khan worked for Saudi Basic Industries Corporation (SABIC) for over twenty years and was the Chief Financial Officer of SABIC Capital B.V. from April 2009 to September 2015. At SABIC, Mr. Khan held various leadership roles in Finance, Treasury, Corporate Ratings, Mergers and Acquisitions, Corporate Integration and Restructurings, Taxation and SAP implementations. Prior to SABIC, Mr. Khan worked for KPMG in Saudi Arabia. Mr. Khan was
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the Chairman of the Board of SABIC Luxembourg S.à r.l., and the Managing Board of SABIC Capital B.V. as well as held directorship roles at SABIC International Holdings B.V., SABIC Ventures B.V., SABIC Ventures US Holdings LLC, JVSS Holding Company, Inc., SD Verwaltungs GmbH and Cristal International B.V. Mr. Khan is a fellow member of The Institute of Chartered Accountants in England and Wales (FCA) and holds a degree in Economics as well as leadership and business accreditations from Wharton Business School.
Sipho Nkosi
 

Director since 2012

Human Resources and Compensation Committee

Corporate Governance and Sustainability Committee

Independent Director
Sipho Nkosi has been a Director of Tronox Holdings plc effective as of the Implementation Date. Prior to the Re-Domicile Transaction, Mr. Nkosi had been a Director of Tronox Limited since June 15, 2012. Mr. Nkosi is the former Chief Executive Officer of Exxaro Resources. Mr. Nkosi is the independent non-executive chairman of Sasol Limited (NYSE:SSL), an integrated energy and chemical company based in South Africa, and serves as chairman of its corporate governance and nominating committee. Mr. Nkosi is also a director of Sanlam Limited (JSE: SLM), a diversified South African financial services group. Mr. Nkosi is also a co-founder and chairman of Talent10, an investment holding company. He began his career as a market analyst with Ford Motor Company South Africa in 1980 after which he was appointed as marketing coordinator at Anglo American Coal in 1986. He joined Southern Life Association as senior manager, strategic planning in 1992 and the following year accepted the position of marketing manager, new business development at Trans-Natal Coal Corporation, which later became Ingwe Coal Corporation. Mr. Nkosi joined Asea Brown Boveri (South Africa) Ltd. in 1997 as Vice President Marketing and ABB Power Generation in 1998 as Managing Director. He was the founder and chief executive officer of Eyesizwe Holdings and following its merger with Kumba’s non-iron ore resources was appointed Chief Executive Officer of the renamed entity Exxaro Resources Limited in 2007. Mr. Nkosi holds a Bachelor of Commerce degree from the University of Zululand, an Honors degree in Commerce (Economics) from the University of South Africa and a Master of Business Administration from the University of Massachusetts in the United States. In February 2022, the President of South Africa announced that Mr. Nkosi was to be appointed in an advisory capacity to lead a team tasked with identifying and removing governmental red tape aimed at promoting business growth in South Africa. Mr. Nkosi also holds the Advanced Management Diploma from Oxford University. Mr. Nkosi brings to the Board his experiences and skills in growing leading businesses, innovation and strategy, and leadership development.
John Romano
 

Director since 2021

Co-Chief Executive Officer

Non-Independent Director
Mr. Romano has been one of our Co-CEOs and a Director of the Company since March 18, 2021. Prior to such appointment, Mr. Romano was Executive Vice President and Chief Commercial and Strategy Officer since June 2019 and was appointed our interim Co-CEO on December 27, 2020. Prior to such appointment in June 2019,
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Mr. Romano was Senior Vice President and Chief Commercial Officer since October 2014. Before such time he served as our Senior Vice President and President, Pigment and Electrolytic Operations from June 15, 2012 to October 2014; the Executive Vice President of Tronox Incorporated since January 1, 2011 and Vice President, Sales and Marketing of Tronox Incorporated since January 2008. Mr. Romano was an executive officer of Tronox Incorporated during its bankruptcy proceedings, from which it emerged in 2011. Before that he served as Vice President, Sales for Tronox Incorporated from 2005 to January 2008; Vice President, Global Pigment Sales for Tronox LLC from January 2005 to November 2005; Vice President, Global Pigment Marketing for Tronox LLC from 2002 to 2005 and Regional Marketing Manager for Tronox LLC from 1994 to 2002. Mr. Romano started his career with Tronox in September of 1988. Mr. Romano holds a Bachelor’s degree in Accounting from Oklahoma State University.
Jean-Francois Turgeon

Director since 2021

Co-Chief Executive Officer

Non-Independent Director
Mr. Turgeon has been one of our Co-CEOs and a Director of the Company since March 18, 2021. Prior to such appointment, Mr. Turgeon was Executive Vice President and Chief Operating Officer since September 2017 and was appointed our interim Co-CEO on December 27, 2020. Before that he served as our Executive Vice President and President of Tronox Titanium Dioxide since January 2014. Prior to joining Tronox, Mr. Turgeon worked for Rio Tinto Group for 24 years, serving as the managing director of Rio Tinto’s iron and titanium business. He is also the former chairman of Richards Bay Mineral in South Africa and Rio Tinto, Fer et Titane, in Canada. Mr. Turgeon holds a Bachelor’s degree in chemical engineering from Université Laval and a Master’s degree in hydrometallurgy from McGill University.
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The Board’s Role in Risk Oversight, Our Board Structure and Other Governance Matters
Tronox’s Board as a whole takes a uniquely active, hands-on role in the risk oversight function. The Board sees its primary functions as setting the right “tone at the top” and promoting strong governance at every level of the enterprise. Management control is the first line of defense to identify and mitigate not only commercial and financial risks but the wide range of environmental and sustainability risks that can derail a company like Tronox.

Enterprise Risk Management
Our entire Board provides oversight to the Vice President, Internal Audit in managing the ERM process. Early in the process, each of our Board members is invited to meet 1:1 with the Co-Chief Executive Officers, Chief Financial Officer, General Counsel and Vice President, Internal Audit to discuss the Company’s most significant risks and the effectiveness of the mitigation plans intended to address those risks. Feedback from our directors is used to help identify key risks and improve the effectiveness of the mitigation activities.
After the ERM process is complete, the Vice President, Internal Audit and other key “risk owners” presents the results of the analysis to the full Board typically at its February meeting. A more in-depth discussion on key risks is led by the key “risk owner” as part of the Board’s ERM discussion. Frequently, these reviews lead to requests for additional work and analysis on sub-components of each risk.

Oversight of ESG
Our ESG efforts are overseen by our Board and its various committees, with the Corporate Governance and Sustainability Committee now primarily responsible for oversight of environmental, health, safety and sustainability. Management now regularly briefs the Corporate Governance and Sustainability Committee on ESG topics covering risks and opportunities, impacts, and strategies. With the ever-growing importance of the “social” aspect within ESG, our Board and the Human Resources and Compensation Committee play important roles in overseeing critical topics such as gender and diversity metrics.
The Board
Our Board is responsible for ensuring EHS&S risks and opportunities are integrated into our overall long-term strategy.
Corporate Governance and Sustainability Committee
Primarily responsible for EHS&S oversight, including reviewing and assessing the Company’s processes and procedures with respect to its EHS&S program and initiatives.
Annually reviews the Company’s short-, medium- and long-term EHS&S goals and targets, including greenhouse gas reduction targets.
Collaborates with the HRCC on establishing annual EHS&S targets for inclusion in the Company’s annual incentive plan.
Annually evaluates the adequacy and effectiveness of the Company’s enterprise risk management process relating to identifying and managing EHS&S risks.
Human Resources and Compensation Committee
Oversees corporate culture and employee relations topics, including inclusion and diversity initiatives, pay equity, and well as compensation philosophy and succession planning.
Reviews shareholder sentiment and perspectives, which includes an increasing focus on EHS&S matters, to ensure alignment and engagement.
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The Board’s Role in Risk Oversight, Our Board Structure and Other Governance Matters

Cybersecurity
Cybersecurity and the resiliency and sustainability of our information systems is a risk which the entire Board monitors carefully. In addition to being a part of the annual ERM discussion, our Chief Information Officer and Director, IT Security reports to the entire Board at least once per annum --- and in 2021 twice --- on how the Company identifies and mitigates information security risks.
In addition, our General Counsel periodically updates the Board on best practices related to Board oversight of cybersecurity and disclosure. As a result, with the strong support of the Board, in 2020 Tronox established an IT Security Council to help set corporate risk tolerance and related policy. The council is chaired by the General Counsel and managed by our Director, IT Security with senior level representation from key functions and business units. The Board believes that the substantial investments being made by the Company in a multi-year operational and business transformation program which we call “Project newTRON” will continue to advance the cybersecurity protection and IT capabilities of the Company.

Audit Committee
The Audit Committee oversees the management of risks related to the Company’s financial performance and financial statements, the financial reporting process and internal controls, internal and external audit functions, tax and accounting matters, anti-bribery and corruption, and other exposures. The primary responsibilities of the Audit Committee are to:
Oversee the accounting and financial reporting processes of the Company as well as its affiliated and subsidiary companies, as well as oversee the internal and external audit processes;
Assist the Board in fulfilling its oversight responsibilities by reviewing the financial information which is provided to shareholders and others, and the system of internal controls which management has established;
Oversee the Company’s independent registered public accounting firm, including their independence and objectivity; and
Review with management and our independent registered public accounting firm financial risk exposures, including risks related to financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies and credit and liquidity matters, steps taken to manage those exposures and our Company’s risk tolerance in relation to our overall strategy
However, the committee members are not acting as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and our independent registered public accounting firm. The Audit Committee is empowered to retain independent legal counsel and other advisors as it deems necessary or appropriate to assist the Audit Committee in fulfilling its responsibilities, and to approve the fees and other retention terms of the advisors. The Company maintains an internal audit function to provide management and the Audit Committee with ongoing assessments of the Company’s risk management processes and system of internal control.
The Audit Committee is currently comprised of four members, each of whom was elected by the Board of Directors. Ginger Jones, because of her accounting background and extensive financial experience, meets the NYSE listing standard of having accounting or related financial management expertise and the SEC definition of an “Audit Committee financial expert”. Each of the other members of our Audit Committee has financial management experience or is financially literate. Each committee member meets the additional independence requirements for members of an Audit Committee under the NYSE Corporate Governance Rules.
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Human Resources and Compensation Committee
The HRCC has oversight responsibility with respect to the risks relating to the design and implementation of our compensation and benefit plans. In addition, the HRCC administers our executive compensation program and assists the Board in fulfilling its oversight responsibilities with respect to the compensation we pay to our executive officers. Among its duties, the HRCC:
Evaluates and determines the salary, incentives and benefits making up the total compensation of our Co-CEOs and other executive officers;
Reviews and monitors management succession planning and development, including promotability of all officers;
Defines the terms and conditions, including performance metrics, for the stock options, restricted shares/units and other long-term equity awards for our executive officers and approves all grants made to the executive officers;
Reviews and approves the annual corporate goals and objectives of our Co-CEOs; and
Considers industry conditions, relevant market conditions and our prospects and achievements when making recommendations with respect to compensation matters.
Each member of the HRCC is independent as defined by SEC rules and NYSE listing standards and is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and an “outside director” as defined in Section 162(m) of the Internal Revenue Code.

Corporate Governance and Sustainability Committee
The Corporate Governance and Sustainability Committee’s focus is to ensure that the Board has the policies, practices and procedures in place to adequately oversee risk through board membership and structure, succession planning for our Directors, and corporate governance more generally. In addition, the Corporate Governance and Sustainability Committee promotes, supports, monitors and assesses the Company’s corporate social responsibility and sustainability programs, including environmental, health and safety initiatives.
The Corporate Governance and Sustainability Committee assists the Board with respect to the following governance-related matters:
the organization and function of the Board;
corporate governance principles applicable to the Company;
the Company’s policies and programs that relate to matters of corporate responsibility, including oversight of the Company’s political advocacy activities and the activities of the Company’s political action committee;
the structure, format and frequency of Board meetings;
remuneration of non-executive Directors; and
if and when the Board determines to recruit new members, establishing the requirements, qualities and characteristics such new Board members should possess and obtaining suitable candidates for the Board to select.
The Corporate Governance and Sustainability Committee has not formally established any specific, minimum qualifications that must be met by each candidate for the Board or specific qualities or skills that are necessary for one or more of the members of the Board to possess.
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Sustainability-Related Oversight by the Corporate Governance and Sustainability Committee
The Corporate Governance and Sustainability Committee also assists the Board with respect to the following environmental, health, safety and sustainability (EHS&S) matters:
considers the corporate social responsibility and sustainability issues that may have strategic, business and reputational implications for the Company and ensure that the Company’s strategic plan and business goals have adequately considered the Company’s corporate social responsibility and sustainability policies, priorities and plans;
monitors the process for preparing the Company’s annual sustainability report and reviews, and is consulted on, such report prior to its publication;
annually reviews the Company’s short-, medium- and long-term EHS&S goals and targets, including greenhouse gas reduction targets, as well as collaborate with the Human Resources and Compensation Committee on establishing annual EHS&S targets for inclusion in the Company’s annual incentive plan; and
annually evaluates the adequacy and effectiveness of the Company’s enterprise risk management process relating to identifying and managing EHS&S risks.

Board Leadership Structure
Chairman of the Board of Directors
Since March 2021, Mr. Ilan Kaufthal has served as our non-executive Chairman of the Board of Directors. The Board believes that this leadership structure, in which the roles of Chairman and CEO are separated, best serves the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s shareholders and other stakeholders, including its oversight of management, and the Company’s overall corporate governance.
The Company’s Articles of Association allows the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals. The Board does not have a policy on whether the roles of Chairman of the Board and Chief Executive Officer should be separate or combined. This approach gives the Board flexibility to determine whether the two roles should be separate or combined based on the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. However, if the Chairman of the Board and the Chief Executive Officer roles are vested in the same person then the Board considers it to be useful and appropriate that an independent lead director be designated to perform such duties, and have specific responsibilities, as described in the Company’s Corporate Governance Guidelines. For the foreseeable future, the Board intends to vest the Chairman role in one of the independent Board members.
As Chairman, Mr. Kaufthal presided over numerous executive sessions in which the Directors met without the presence of the Company’s executive management team, including the Co-CEOs. At these executive sessions, the Directors review, among other things, the performance of the Company’s management. In fiscal year 2021, the Directors met in executive session 11 times.
The Company’s Corporate Governance Guidelines, a copy of which is available on Tronox’s website at www.tronox.com, under “Investors - Governance,” sets forth the policy and procedure with respect to meetings of non-management Directors and the role, if applicable, of lead independent Directors at such executive sessions, including the procedure by which a lead independent Director is chosen.

Human Resources and Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 2021, none of our HRCC members: (i) have ever been an executive officer or employee of our Company; or (ii) is or was a participant in a “related person” transaction in fiscal year 2021. During the fiscal year ended December 31, 2021, no executive officer of our Company served on the compensation committee (or its equivalent) or board of directors of any company that has an executive officer that serves on the Board or our HRCC.
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Code of Ethics and Business Conduct
Tronox’s Code of Ethics and Business Conduct (the “Code of Conduct”) applies to all officers, directors and employees of Tronox as well our agents, suppliers, contractors and other partners who are providing goods and services to Tronox or acting on our behalf. The purpose of the Code of Conduct is to ensure that Tronox conducts business ethically, honestly, and in full compliance with applicable laws and regulations. This applies to every business decision in every area of the company worldwide.
The Code of Conduct is available on the Company’s website at https://investor.tronox.com/governance/governance-documents. If the Company makes any substantive amendments to the Code of Conduct or grants any waiver from a provision of the Code of Conduct to any executive officer or Director, the Company will promptly disclose the nature of the amendment or waiver on our website.

Corporate Governance Guidelines
Tronox has adopted a set of Corporate Governance Guidelines which address qualifications for members of the Board, Director responsibilities, Director access to management and independent advisors, Director compensation and many other matters related to the governance of the Company. The Corporate Governance Guidelines are available on Tronox’s website at www.tronox.com, under “Investors - Governance.”

Director Independence
The listing standards of the NYSE, as well as our Corporate Governance Guidelines, require that a majority of the Board be comprised of independent directors. For a director to be considered independent under these standards:
The director must meet the bright–line independence tests under the listing standards of the NYSE; and
The board must affirmatively determine that the director otherwise has no material relationship with us, directly or as a partner, shareholder or officer of an organization that has a relationship with us.
Based on these standards, the Board has affirmatively determined that all of the current Directors, except for Messrs. Romano, Turgeon, Al-Morished and Khan, are independent. The Board based these determinations primarily on a review of the responses of our Directors to questions regarding employment and compensation history, affiliations and family and other relationships and on discussions with the Directors.

Majority Vote Standard
Pursuant to our Articles of Association, we have adopted a majority vote standard for the election of our Directors. Each Director shall be elected if such Director receives a majority of the votes cast by the holder of shares present in person or represented by proxy at the meeting and entitled to vote. For this purpose, a “majority of the votes cast” shall mean that number of votes cast “for” a Director’s election exceeds the number of votes cast “against” that Directors’ election.

Over-boarding Policy
Our Corporate Governance Guidelines limit the number of public company directorships Board members may hold. Specifically, a Director cannot sit on the board of directors of more than five public companies (including the Company’s Board); however, any Director who is a chief executive officer of a public company cannot sit
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on more than two public company boards (other than the company for which he or she serves as the chief executive officer). All Directors, other than Mr. Al-Morished, are in compliance with this policy. However, as stated elsewhere in this Proxy Statement, the Board believes that there are unique circumstances with respect to Mr. Al-Morished’s appointment to our Board even though he is also the CEO of Tasnee and on the board of multiple Saudi-listed companies. After fully considering the matter, the Board strongly believes that Mr. Al-Morished is an exemplary Board member, fully dedicated to his Tronox board-related responsibilities, and should be re-elected at the 2022 annual general meeting.

Share Ownership Guidelines
We have share ownership guidelines that apply to each of our Co-CEOs, all executive officers and all other direct reports of the Co-CEOs at the Vice President level, as well as our Directors. The guidelines ensure that executives and Directors are aligned with the interests of our shareholders by requiring them to hold significant levels of Company stock. All shares owned outright and 60% of time-based restricted share units count towards share ownership. Unvested performance-based restricted share units do not count towards share ownership. Executives and Directors have five years to reach their ownership guidelines.
Additionally, in the fourth quarter 2018, the HRCC amended the share ownership guidelines such that once a covered person has satisfied their respective share ownership guidelines, a decrease in the Company’s share price will not be considered to result in non-compliance on a subsequent determination date as long as such covered person holds the guideline or greater number of shares held at the time the guidelines were initially met.
The ownership guidelines are as follows:
POSITION
PERCENTAGE OF
BASE SALARY
 
Co-Chief Executive Officer
500%
 
Executive Officers
300%
 
Other Direct Reports of the Co-CEOs at VP Level and Above
100%
 
 
Percentage of
Annual Cash Retainer
 
Non-employee Directors
500%
 
As of the date of this Proxy Statement, all of our NEOs, other than Mr. Srivisal have met their ownership guideline. In addition, as of the date hereof, each of our non-executive director nominees have met their ownership guideline.

Claw-back Policy
The Company has adopted a recoupment or “Claw-Back” Policy for executives, including all the NEOs. This policy allows for claw-back of incentive compensation, from both the annual and long-term plans, if payments pursuant to those plans were based on financial results that were subsequently restated due to fraud or intentional misconduct and the payment was greater than it would have been if calculated based on the accurate financial statements.

Anti-Hedging Policy
The Company has adopted a policy prohibiting Directors, executive officers, employees on our restricted trading list and related persons thereto from hedging or entering into monetization transactions or similar arrangements with respect to Company securities. This policy was established in order to avoid the appearance of improper or inappropriate conduct by any such Director, executive officer, employee or related person.
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In addition, all Directors, executive officers, employees on our restricted trading list and related persons thereto are prohibited from engaging in short sales of our securities. Further, such individuals are prohibited from buying or selling puts or calls or other derivative securities on the Company’s securities.

Political Contributions
Our Code of Conduct prohibits us from using any corporate funds to make political contributions, whether direct or indirect.

Board Meetings and Committees
During 2021, the Board of Directors held a total of 12 meetings, substantially all of which were held telephonically as a result of COVID-19 travel restrictions. The average attendance at meetings of the Board and committees during 2021 was approximately 99%. All Directors attended at least 90% of the aggregate of the total number of meetings of the Board of Directors and the committees of the Board of Directors on which they served that were held during the aforementioned period.
The Board of Directors has established three committees: a Corporate Governance and Sustainability Committee, a Human Resources and Compensation Committee and an Audit Committee. During 2021, the Corporate Governance and Sustainability Committee held a total of 5 meetings, the Human Resources and Compensation Committee held a total of 5 meetings, and the Audit Committee held a total of 9 meetings. Each such committee is governed by a written charter, and a current copy of each such charter is available on Tronox’s website at www.tronox.com, under “Investors - Governance”.
The table below provides current membership for each of the Board committees.
NAME
AUDIT
HUMAN RESOURCES
AND COMPENSATION
CORPORATE
GOVERNANCE AND
SUSTAINABILITY
Ilan Kaufthal
 
 
C
Mutlaq Al-Morished
 
 
 
Vanessa Guthrie
M
 
M
Peter B. Johnston
M
M
 
Ginger M. Jones
C
M
 
Stephen Jones
M
C
 
Moazzam Khan
 
 
 
Sipho Nkosi
 
M
M
John Romano
 
 
 
Jean-Francois Turgeon
 
 
 
C
Chairperson
M
Member
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Annual Board and Committee Self-Evaluations
Annual Board Self-Evaluations
The Board conducts an annual self-evaluation that is intended to determine whether the Board, its committees, and each member of the Board are functioning effectively, and to provide an opportunity to reflect upon, and improve, processes and effectiveness. The self-evaluations provide each director with an opportunity to assess the effectiveness and performance of the Board, its committees, as well as topics such as, among others, Board and committee composition and refreshment; timing, agenda, and content of Board and committee meetings; Board dynamics and function; and executive succession planning. A summary of the results is presented to the Board on an anonymous basis, identifying any themes or issues that have emerged. The Board considers the results and ways in which Board processes and effectiveness may be improved.
Annual Committee Self-Evaluations
Each committee conducts its own annual self-evaluation and reports the results to the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with the committee’s charter, as well as ways in which committee processes and effectiveness may be improved.

Communications with the Board of Directors
The Board of Directors has established a process to receive communications from shareholders and other interested parties. Shareholders and other interested parties may contact any member (or all members) of the Board of Directors, including Mr. Ilan Kaufthal, our Chairman of the Board, any Board committee or any chair of any such committee by mail or electronically. To communicate with the Board of Directors, the non-management independent Directors, any individual Directors or committee of Directors, correspondence should be addressed to the Board of Directors or any such individual Directors or committee of Directors by either name or title. All such correspondence should be sent to Tronox Holdings plc, c/o Corporate Secretary, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901, USA with a request to forward the same to the intended recipient. To communicate with the Board of Directors electronically, shareholders and other interested parties should go to our website at www.tronox.com. Under the heading “Investors – Governance – Contact the Board” you will find an on-line form that may be used for writing an electronic message to the Board of Directors. In general, all communications delivered to the Company’s Corporate Secretary for forwarding to the Board of Directors or specified members will be forwarded in accordance with the shareholder’s instructions. However, the Company’s Corporate Secretary reserves the right not to forward to members any abusive, threatening or otherwise inappropriate materials.
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2021 NON-EMPLOYEE DIRECTOR COMPENSATION
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 Corporate Governance and Sustainability Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to non-employee directors’ compensation.
The principal components of our non-employee directors’ compensation are as follows:
Each non-employee director receives:
An annual cash retainer of $75,000 for service on the Board of Directors payable quarterly in arrears; and
An annual equity grant of time-based restricted share units (RSUs) with a grant value of $150,000 that is granted on the date of the Company’s annual general meeting (AGM) of shareholders and vests the earlier of (a) the date of the next annual general meeting of shareholders or (b) May 31st of the year following the grant date (assuming such individual is a Board member at the time of vesting). Dividend equivalents accrue and are paid when the RSUs vest.
A non-executive Chairman of the Board will receive an additional annual retainer of $120,000. A Lead Independent Director (in the situation whereby the Chairman of the Board role is held by an executive of the Company) will receive an additional annual retainer of $50,000;
The chairman of the Audit Committee will receive an additional annual retainer of $50,000;
The chairman of the HRCC will receive an additional annual retainer of $20,000;
The chairman of the Corporate Governance and Sustainability Committee will receive an additional annual retainer of $20,000;
A committee member of each of the Audit Committee, HRCC, Corporate Governance and Sustainability Committee, or any other committee established by the Board of Directors, respectively, who is not serving as chairman of such committee, will receive an additional annual committee retainer of $15,000; and
The Company also maintains certain tax equalization and other tax-related benefits for Directors to mitigate or eliminate additional incremental tax burden as a result of conducting business in the UK.
On December 27, 2020, Jeffry N. Quinn requested a leave of absence and the Board approved the appointment of Mr. Kaufthal as Interim Chairman of the Board and adjusted his compensation package as follows:
Increased his annual retainer of $50,000 (as Lead Director) by $70,000 to equal the annual retainer for the role of non-executive Chairman of the Board ($120,000);
Added a monthly cash stipend of $15,000 for the additional work he assumed mentoring the Co-CEOs (to be evaluated quarterly by the Board); and
Approved a one-time equity grant on December 28, 2020 of time-based RSUs with a grant value of $150,000 that would vest the earlier of: (1) the conclusion of the Interim Co-CEO period or (2) six months.
The Board approved the foregoing changes to Mr. Kaufthal’s compensation in recognition of the significant contribution made by Mr. Kaufthal to ensure a smooth leadership transition after Mr. Quinn’s request to take a leave absence and then Mr. Quinn’s retirement from the Company on March 18, 2021. On March 18, 2021, the Board approved the appointment of Mr. Kaufthal to the role of Chairman of the Board on a go-forward basis and his one-time equity award that was granted on December 28, 2020 vested on such appointment. In addition, on a go-forward basis, the Board recognizes the important role that Mr. Kaufthal’s active involvement will continue to play in guiding the Company. Given the Co-CEO structure and that both Messrs. Turgeon and Romano are first-time CEOs, Mr. Kaufthal has been extraordinarily active in wide range of Tronox matters such as:
Guiding an aggressive de-leverage effort which has reduced Tronox’s net leverage ratio from 4.1x on January 1, 2021 to 2.5x as of December 31, 2021;
Providing guidance and advice on capital markets and other strategic issues;
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2021 NON-EMPLOYEE DIRECTOR COMPENSATION
Helping drive Tronox’s carbon reduction initiatives and other sustainability efforts; and
Orchestrating a Board committee restructuring to provide enhanced oversight of ESG.
Each quarter, the Corporate Governance and Sustainability Committee meets in executive session without Mr. Kaufthal present to review his performance in the prior quarter to ensure that his compensation package remain appropriate and commensurate with his activities on behalf of Tronox.
The following table sets forth the total compensation for the year ended December 31, 2021 paid to our non-employee Directors during 2021.
NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2021
NAME
FEES EARNED
OR PAID IN
CASH ($)(1)
STOCK
AWARDS
($) (2)
ALL
OTHER
COMPENSATION
($)
TOTAL
($) (3)
Ilan Kaufthal (4)
397,696
164,478
562,174
Mutlaq Al-Morished
75,000
164,478
239,478
Vanessa Guthrie
105,000
164,478
269,478
Peter B. Johnston
105,000
164,478
269,478
Ginger M. Jones
140,000
164,478
304,478
Stephen Jones
110,000
164,478
274,478
Moazzam Khan
75,000
164,478
239,478
Sipho Nkosi
105,000
164,478
269,478
(1)
Amounts reported in this column include quarterly cash fees paid in arrears. For Mr. Kaufthal, this column also includes a total of $181,935 paid as cash stipend.
(2)
Amounts reported in this column represent the aggregate grant date fair value for restricted shares units granted to each Director in 2021 computed in accordance with the share-based compensation accounting guidance under ASC Topic 718. Each Director received the annual equity grant on the date of the Company’s annual general meeting of shareholders (on May 5, 2021) that vests the earlier of (a) the date of the next annual general meeting of shareholders or (b) May 31st of the year following the grant date (assuming such individual is a Board member at the time of vesting). As such, on May 5, 2021, each Director received a grant of 7,038 restricted share units, reflecting the annual equity grant value of $150,000 divided by the ten (10) day average closing price for the Company’s shares prior to the grant date of $21.31 and valued at the NYSE closing price on May 5, 2021 of $23.37. Dividends will be accrued on all restricted share units until the units vest and will be paid at that time. As of December 31, 2021, each non-employee Director held 7,038 unvested restricted share units.
(3)
Amounts reported below are excluded from this column. The Company maintains certain tax equalization and other tax-related benefits for Directors to mitigate or eliminate additional incremental tax burden as a result of the Company’s corporate reorganization that occurred in the first quarter of 2017, when Tronox Limited became managed and controlled in the United Kingdom, and all of our Board meetings were held in the UK. Although all of our directors are non-resident UK taxpayers, they are liable for UK tax on items such as accommodations and meals while conducting business in the UK that are not considered taxable benefits in the US. Because of these unusual circumstances, the Company pays the cost to prepare their UK income tax filings, provides tax reimbursements associated with the UK travel-related expenses and cost of the UK tax filing, and may make certain tax equalization payments (although none were required and paid in 2021) as reflected in the table below (based on December 31, 2021 Fx rate). In 2021, as a result of COVID travel restrictions, no Board meetings took place in the UK, however tax preparation services were continued for Mr. Khan for tax equalization continuity purposes since he personally files a UK tax return. While the Company anticipates that only some of our future Board meetings will take place in the UK, we intend to continue to mitigate or eliminate any associated incremental tax burden our Directors might incur as a consequence of those meetings.
NAME
UK Tax
Preparation ($)
Tax
Reimbursements
($)
Total
($)
Ilan Kaufthal
Mutlaq Al-Morished
Vanessa Guthrie
Peter B. Johnston
Ginger M. Jones
Stephen Jones
Moazzam Khan
2,436
2,436
Sipho Nkosi
(4)
Mr. Kaufthal was appointed Chairman of the Board on March 18, 2021.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows information regarding the beneficial ownership of shares of Tronox Holdings plc as of March 14, 2022 by:
Each current Director and Nominee of Tronox Holdings plc;
The current Co-CEOs and each named executive officer;
All persons currently serving as Directors and executive officers of Tronox Holdings plc, as a group; and
Each person known to us to own beneficially 5.0% or more of Tronox Holdings plc outstanding shares.
Beneficial ownership and percentage ownership are determined in accordance with the SEC’s rules and regulations. To our knowledge, except as indicated in the footnotes to this table and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares of Tronox Holdings plc shown as beneficially owned by them. The table is based on 156,059,772 shares outstanding as of March 14, 2022. All information concerning security ownership of certain beneficial owners is based upon filings made by such persons with the SEC or upon information provided by such persons to us. Unless otherwise noted below, the address for each beneficial owner listed in the table below is: c/o Tronox Holdings plc, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901, USA.
NAME AND ADDRESS OF BENEFICIAL OWNER
NUMBER OF ORDINARY
SHARES
BENEFICIALLY OWNED
% OF
TOTAL OWNED
5% Shareholders
 
 
Cristal International Holdings B.V.
Strawinskylaan 1543, Tower C, fifteenth floor, 1077 XX
Amsterdam, the Netherlands
37,580,000
24.1%
FMR LLC (1)
15,052,727
9.6%
The Vanguard Group (2)
11,287,138
7.2%
BlackRock, Inc. (3)
7,805,676
5.0%
Named Executive Officers and Directors (4)
 
 
Jean-Francois Turgeon
564,946
*
John Romano
672,560
*
Timothy Carlson
266,816
*
Jeffrey Neuman
134,786
*
D. John Srivisal
41,664
*
Russell Austin
55,228
*
Ilan Kaufthal
243,585
*
Mutlaq Al-Morished
42,621
*
Vanessa Guthrie
38,510
*
Peter B. Johnston
118,321
*
Ginger M. Jones
71,766
*
Stephen Jones
43,110
*
Moazzam Khan
32,654
*
Sipho Nkosi
37,094
*
All Executive Officers, Directors and Nominees as a group (17 persons)
2,436,232
1.6%
 (1)
Information regarding FMR LLC is based solely on the Amendment to the 13G filed with the SEC on February 9, 2022 for the calendar year ended December 31, 2021. FMR LLC has the sole power to dispose of or to direct the disposition of 15,052,727 of the ordinary shares and the sole power to vote or direct the vote of 3,143,275 of the ordinary shares. The filing reports that Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.
 (2)
Information regarding The Vanguard Group, Inc. is based solely on the Amendment to the 13G filed with the SEC on February 10, 2022 for the calendar year ended on December 31, 2021. The Vanguard Group, Inc. has the shared power to vote or direct the vote of 105,365 of the ordinary shares, the sole power to dispose of or to direct the disposition of 11,085,109 of the ordinary shares and the shared power to dispose or to direct the disposition of 202,029 ordinary shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
 (3)
Information regarding BlackRock, Inc. is based solely on the 13G filed with the SEC on February 4, 2022 for the calendar year ended on December 31, 2021. Blackrock, Inc. has the sole power to vote or direct the vote of 7,588,279 of the ordinary shares and the sole power to dispose or to direct the disposition of 7,805,676 of the ordinary shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
 (4)
Shares listed for each Executive Officer, Director and Nominee includes: (i) shares owned by the individual (ii) shares subject to options that are exercisable within 60 days of March 14, 2022 and (iii) restricted share units that will vest within 60 days of March 14, 2022. Shares subject to options that are exercisable within 60 days include: Jean-Francois Turgeon, 33,333; and John Romano, 141,299 and 174,632 for all Executive Officers as a group. None of these options contain an exercise price lower than our share price as of March 14, 2022 of $19.02. Shares scheduled to vest within 60 days of March 14, 2022 include 7,038 restricted share units for each of our non-employee Directors.
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our Directors and executive officers, among others, to file with the SEC and NYSE an initial report of ownership of our stock on Form 3 and reports of changes in ownership on Form 4 or Form 5. Persons subject to Section 16 are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. As a matter of practice, our staff assists our executive officers and Directors in preparing initial ownership reports and reporting ownership changes, and typically files those reports on their behalf. Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that during fiscal year 2021 all of our covered officers and Directors filed the required reports on a timely basis under Section 16(a), except that due to an inadvertent error, certain reports and transactions were not timely filed. The number of late reports and transaction are as follows: John Romano (1 report, 1 transaction) and Jean-Francois Turgeon (1 report, 1 transaction). The late reported transactions were each a grant of restricted share units pursuant to the Company’s executive equity incentive plan.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has adopted a written Related Party Transactions Policy that is administered by the Corporate Governance and Sustainability Committee. A copy of the Company’s Related Party Transactions Policy can be found on the Company’s website, http://www.tronox.com, under “Investors - Governance.”
The Related Party Transactions Policy applies to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest. Related persons subject to the policy include executive officers, Directors, nominees for election as a Director, owners of more than 5% of our total equity, and any members of the immediate family of any of the foregoing persons. Under the Related Party Transactions Policy, our General Counsel determines whether a transaction requires review by the Corporate Governance and Sustainability Committee, and transactions requiring review are referred to the Corporate Governance and Sustainability Committee for a determination as to whether or not the related party transaction is fair, reasonable and consistent with the policy, and whether it or the Board has the authority under the laws of the United Kingdom to approve or ratify the Related Party Transaction or whether it should be ratified or approved by shareholders. The ratification or approval by the Governance and Sustainability Committee, or recommendation that such transaction needs to be approved by shareholders, shall be made in accordance with applicable law, including the laws of the United Kingdom, and the Company’s organizational documents as from time to time in effect. If the Company becomes aware of an existing transaction with a related person that has not been approved under this policy, the matter is referred to the Corporate Governance and Sustainability Committee. The Corporate Governance and Sustainability Committee then evaluates all options available, including ratification, revision, termination or whether the approval of shareholders should be sought.
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PROPOSAL 2 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)
In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are seeking a non-binding advisory vote from our shareholders to approve the compensation paid to our named executive officers as disclosed in this Proxy Statement. We encourage shareholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement and the executive compensation tables that follow such section for a more detailed discussion of our compensation program and policies, the compensation and governance-related actions taken in fiscal year 2021 and the compensation awarded to our named executive officers.
The primary goal of our executive compensation program is the same as our goal for operating the Company—to maximize corporate performance and thereby create value for our shareholders. To achieve this goal we have designed an executive compensation program based on the following principles:
Paying for performance - A significant portion of each executive’s potential cash compensation is made subject to achieving business performance measures.
Alignment with the interests of shareholders - Equity awards align our executives’ financial interests with those of our shareholders by providing value to our executives if the market price of our shares increases.
Attracting and retaining top talent - The compensation of our executives must be competitive so that we may attract and retain talented and experienced executives in our industry.
Integration of ESG into executive compensation: 20% of our executives’ annual incentive compensation is determined by their individual performance, a significant portion of which is an evaluation of how they lead, manage and live our values, the first one of which is: We have an uncompromising focus on operating safe, reliable and responsible facilities. Another 20% of our annual bonus plan is linked to ESG metrics - 15% to safety and 5% to carbon emission reduction. The Compensation Discussion and Analysis also discusses the compensation objectives and principles that underlie the Company’s executive compensation program, the elements of the program and how performance is measured, evaluated and rewarded.
Our executive compensation program is aligned with our business strategy and with creating long-term shareholder value by paying for performance consistent with an acceptable risk profile. The foundation of our compensation philosophy is to:
Promote creation of long-term shareholder value;
Recruit and retain qualified high performing executive officers;
Motivate high levels of performance; and
Offers compensation that is competitive in the marketplace.
Our executive compensation program emphasizes delivering compensation at a competitive market level which will allow executive officers who demonstrate consistent on-target performance over a multi-year period to earn compensation that is competitive and consistent with targeted performance levels of total compensation. For executives where performance is above target over the long term, we believe the program will reward above the competitive median. Conversely, the program will provide less than the annual target compensation when performance does not meet expectations. Individual executive compensation may be above or below the annual target level, based on the Company’s performance; economic and market conditions; the individual’s performance, contribution to the organization, experience, expertise, and skills; and other relevant factors.
For these reasons, our Board of Directors recommends that shareholders vote in favor of the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED, on an advisory basis.”
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PROPOSAL 2 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)
This vote is not intended to address any specific item of compensation, but rather the overall compensation that is paid to our named executive officers resulting from our compensation objectives, policies and practices as described in this Proxy Statement. Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Board of Directors and the HRCC value the opinions expressed by our shareholders and will review the voting results in connection with their ongoing evaluation of our executive compensation program.
The accompanying proxy will be voted in favor of the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as stated in the above advisory resolution, unless the shareholder indicates to the contrary on the proxy.
Vote Required to Approve, on an Advisory Basis, the Executive Compensation Paid to our Named Executive Officers
The advisory vote on executive compensation will be approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal. The proxies will be voted for or against the proposal or as an abstention in accordance with the instructions specified on the proxy form. If no instructions are given by owners of record, proxies will be voted for approval of the executive compensation.
The Board of Directors recommends a vote “FOR”, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this Proxy Statement.
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Overview
The following Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs, the decisions that the HRCC have made under those programs, and the factors considered in those decisions. This CD&A focuses on the compensation of the following individuals for the 2021 fiscal year that we refer to collectively as our “NEOs”.
2021 NAMED EXECUTIVE OFFICERS
NAME
AGE (1)
TITLE
John D. Romano (2)
57
Co-Chief Executive Officer
Jean-François Turgeon (2)
55
Co-Chief Executive Officer
Timothy C. Carlson
56
Senior Vice President, Chief Financial Officer
Jeffrey N. Neuman
60
Senior Vice President, General Counsel and Secretary
D. John Srivisal
43
Senior Vice President, Business Development and Finance
Russell Austin (3)
56
Senior Vice President, Operations
Jeffry N. Quinn (2)
63
Former Chairman and Chief Executive Officer
 (1)
As of March 15, 2022.
 (2)
Mr. Quinn requested, and the Board approved, a leave of absence starting December 27, 2020, during which period he continued to receive his salary. Messrs. Turgeon and Romano were each appointed as Interim Co-CEO during the period of Mr. Quinn’s leave of absence. On March 18, 2021, the Company entered into a retirement agreement with Mr. Quinn pursuant to which he retired from his positions with Tronox at which point Messrs. Turgeon and Romano were appointed permanent Co-CEOs of the Company. See a description of these events under the caption “Mr. Quinn’s Retirement from Tronox and the Election of Messrs. Romano and Turgeon as Co-CEOs” below.
 (3)
On March 18, 2021, Mr. Austin was appointed Senior Vice President, Operations.
Set forth below is a description of the backgrounds of our NEOs. There are no family relationships among any of our NEOs.
John Romano
Co-Chief Executive Officer
Mr. Romano’s biographical information is set forth under the caption “—Election of Directors,” above.
Jean-Francois Turgeon
Co-Chief Executive Officer
Mr. Turgeon’s biographical information is set forth under the caption “—Election of Directors,” above.
Timothy C. Carlson
Senior Vice President, Chief Financial Officer
Timothy C. Carlson was a Director of Tronox Limited from June 27, 2017 to April 4, 2018 and has been our Senior Vice President and Chief Financial Officer since October 2016. He leads the Company’s global finance team, including treasury, financial planning, accounting, tax and risk management. Mr. Carlson previously served as the chief financial officer of Precision Valve Corporation, a private equity-owned business where he led EBITDA improvement activities, improved internal controls, and standardized the Company’s financial reporting and operating metrics. From September 2007 to May 2014, he was chief financial officer, and treasurer of ATMI, Inc., a publicly traded global supplier of semiconductor materials and materials packaging and delivery systems used in the manufacturing of microelectronics devices. Earlier in his career, Mr. Carlson held a series of global finance, strategic planning, and auditing roles at various divisions of Campbell Soup Company and started his career with Ernst & Young. Mr. Carlson holds a Bachelor of Science degree in economics from the University of Pennsylvania, Wharton School of Business and is a licensed certified public accountant.
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Jeffrey N. Neuman
Senior Vice President, General Counsel & Secretary
Mr. Neuman has served as our Senior Vice President, General Counsel and Corporate Secretary since April 2018. He is responsible for managing all of Tronox’s legal, regulatory, corporate governance and compliance matters. Before joining Tronox, Mr. Neuman served as vice president, corporate secretary and deputy general counsel of Honeywell International Inc. In that capacity, he oversaw many aspects of Honeywell’s corporate law department, including corporate governance, SEC and NYSE compliance, shareholder relations, corporate transactions, including mergers and acquisitions, treasury operations, and company-wide intellectual property and trademark functions. Mr. Neuman joined Honeywell in 2002, and during his time there held various roles of increasing responsibility. Earlier in his career, he worked as an M&A attorney with the New York law firm of Davis Polk & Wardwell. Prior to becoming an attorney, he was an investment banker at Merrill Lynch. Mr. Neuman earned his Bachelor of Arts in history from Wesleyan University, a Master of Arts in regional studies of East Asia from Harvard University and a Juris Doctorate from Northwestern University School of Law.
D. John Srivisal
Senior Vice President, Business Development and Finance
Mr. Srivisal joined Tronox in March 2018 as Senior Vice President, Business Development to lead the company’s merger, acquisition, divestiture and joint venture transactions. In May 2019, Mr. Srivisal became the Company’s Chief Integration Officer and on May 1, 2020, Mr. Srivisal became SVP, Business Development and Finance. Mr. Srivisal brings 20 years of transaction experience that includes acting as a principal, as well as advising companies, creditors, financial sponsors and government entities in a variety of industries on recapitalizations, restructurings, financings, leveraged buyouts, mergers, acquisitions, divestitures and joint ventures. Mr. Srivisal previously served as CEO of Quinpario Acquisition Corp. 2, and he was a partner in Quinpario Partners, LLC. He was also VP, Transaction Execution at Solutia Inc., where he had global responsibility for merger, acquisition, divestiture and joint venture transactions. Prior to joining Solutia, Mr. Srivisal was an investment banker at Rothschild Inc., and Peter J. Solomon Company. Mr. Srivisal graduated magna cum laude with a Bachelor of Science degree in economics (concentration in finance) and a minor in mathematics from the Wharton School of the University of Pennsylvania.
Russell Austin
Senior Vice President, Operations
Mr. Austin was appointed to his current role in March 2021. He has held various leadership roles throughout his 15 years at Tronox, most recently as Managing Director-Australia, which enabled him to oversee complex strategy change—including the merger of two business units in 2016 and the 2019 integration with Cristal—as well as the operations, safety and leadership of 1,100 team members across 10 sites. Mr. Austin has 35 years of experience in the Australian resource sector across chemicals, oil and gas, mining, minerals processing and smelting. His areas of expertise include operational excellence and financial management, project management, maintenance, reliability and lean manufacturing. Mr. Austin holds an MBA from University of Southern Queensland.
OTHER EXECUTIVE OFFICERS
Jeff Engle
Senior Vice President, Commercial and Strategy
Mr. Engle was appointed to his role in March 2021. Prior to such appointment, Mr. Engle served as the Company’s Vice President, Global Marketing and R&D. Mr. Engle joined Tronox in July 2001 as an engineer in the technical sales and service laboratory. He has worked in various areas at Tronox over the last 20 years including sales and marketing, research and development, strategic planning, and business development. Mr. Engle holds a Bachelor of Science degree in Chemical Engineering from Oklahoma State University and an MBA from Auburn University.
Melissa H. Zona
Senior Vice President, External Affairs and Chief Sustainability Officer
Ms. Zona was appointed to her current role in September 2019, leading Tronox’s sustainability, corporate communications, government relations, and environmental safety and health activities. She joined Tronox in
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January 2018 as Vice President, Corporate Communications and Public Relations, bringing 20 years of communications and public relations experience, primarily in the chemicals and manufacturing industries. Ms. Zona spent the majority of her career with Solutia, Inc., a specialty chemicals company that was acquired by Eastman Chemical in 2012. During her time at Solutia, she led the evolution of the corporation’s global voice, ensuring communications were engaging, informative and valued by employees and company influencers. Ms. Zona holds a Bachelor of Science degree in criminal justice from Jacksonville State University.
Jennifer Guenther
Vice President, Investor Relations
Ms. Guenther has served as our Vice President, Investor Relations since April 1, 2020. Before serving in such role, Ms. Guenther was Vice President, Business Development since August 2018. Prior to joining Tronox, Ms. Guenther worked at Goldman Sachs & Co. in the Investment Banking Division in both the Industrial Mergers and Acquisitions and Leveraged Finance teams. Prior to Goldman Sachs, Ms. Guenther worked at Solutia Inc., where she was an integral member of the corporate strategy and development team and subsequently served as the Chief of Staff to the CEO and Chairman of the Board. Jennifer holds an MBA from Harvard Business School and graduated with honors from the University of Missouri with a bachelor of science in business administration emphasizing in finance and a bachelor of arts in international studies. Ms. Guenther has over 10 years of experience across finance, business development, and strategy in the industrial and chemical sectors.
Jonathan Flood
Vice President, Principal Accounting Officer
Mr. Flood has served as our Vice President, Principal Accounting Officer since February 2022. Before serving in such role, Mr. Flood was Vice President, Corporate Controller since May 6, 2020, and prior to such role was Assistant Corporate Controller since November 2019. He is responsible for global consolidations, technical accounting, worldwide external financial reporting, corporate financial policies and procedures, as well as the implementation of new accounting pronouncements and SEC rules and regulations. Prior to joining Tronox, Mr. Flood held various accounting positions at Linde plc (formerly Praxair, Inc.), a dual-listed, publicly traded global supplier of industrial gases and engineering company. He served as a key team member for pre- and post-merger accounting compliance and integration related activities for a 2018 merger. He has more than 15 years of accounting experience with U.S. GAAP and International Financial Reporting Standards (“IFRS”), technical accounting, global consolidation & integrations, financial statement preparation, multi-jurisdictional regulatory compliance including the SEC, and financial statement audits. Mr. Flood holds a Bachelor of Business Administration degree in Accounting from Pace University and is a certified public accountant.

Compensation Philosophy - How Executive Pay is Linked to Company Performance
Our executive compensation program is designed to incentivize and motivate our executive officers to lead and manage our business well over the long-term, drive performance improvements, and to increase shareholder value. It is also designed to enable us to compete effectively with other firms in attracting, motivating and retaining talented executives.
The incentive compensation elements of our program are designed to closely align the financial interests of our executives with those of our shareholders. We believe the portion of compensation that is at-risk and tied to organization-wide performance metrics should increase as the level of responsibility increases.
We also believe a portion of at-risk compensation should be tied to an executive’s individual performance, and those leaders should be measured not just on results, but also on how each leader delivers results. We expect our executives to manage wisely and with good judgment, to develop strong, engaged and motivated management teams, and to lead with our values. Because of the inherent risk in mining and chemical operations, we place a high priority on our leaders to create, maintain and reinforce a strong safety culture. Because of the environmental risks in our business, we place a high priority on managing responsibly and sustainably.
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We regularly assess how our executive compensation program compares to companies with a similar profile to ours. Our objective is to deliver compensation at a competitive market level which will enable executive officers who demonstrate consistent performance over a multi-year period to earn compensation that is competitive and consistent with targeted performance levels of total compensation. For executives who deliver performance that is above target over the long-term, we believe the program will reward above the competitive median. Conversely, the program will pay less than the annual target compensation when performance does not meet expectations. Individual executive compensation may be above or below the annual target level, based on our performance; economic and market conditions; the individual’s performance, contribution to the organization, experience, expertise, and skills; and other relevant factors.

Summary of our Executive Compensation Program
Set forth below is a summary of our key executive compensation practices.
We seek and carefully consider shareholder feedback regarding our compensation practices.
We strive to link our executive compensation to our performance as follows:

In 2021, 77.5% of the target compensation for our Co-CEOs and an average of 67.4% of the target compensation for other NEOs is “at-risk”.

We select metrics in our short-term incentive plan that focus our NEOs on achieving key annual financial and operational goals and objectives that drive overall performance that are expected to drive long-term shareholder value. Our short-term incentive plan also has an individual performance metric whereby our Co-CEOs and other NEOs performance is measured against pre-defined objectives.

Metrics in our long-term incentive plan focus our NEOs on achieving long-term financial goals that are expected to lead to increased shareholder value; annual grants with overlapping performance periods reward sustained performance over the long-term.

For our NEOs, 80% of targeted 2021 short-term incentive plan payout was linked to overall Tronox results, including Adjusted EBITDA less Capital Expenditures, Adjusted EBITDA Margin Relative to TiO2 Peers, safety metrics and a CO2 emissions metric.

50% of the annual long-term equity awards are performance-based RSUs with 50% linked to three-year TSR performance percentile ranking versus a peer group and the other 50% based on Return on Invested Capital (ROIC) performance over a three-year measurement period. The maximum overall vesting payout is subject to 200% of target RSUs.

50% of the annual long-term equity awards are time-based RSUs that vest over a three-year time period. These time-based RSUs are intended to incentivize executives to create shareholder value through share price appreciation and provide an employee retention incentive.

Metrics and targets for both the short-term and long-term incentive plans are based on the Company’s strategic and business plans and annual budgets that are approved by the full Board and are analyzed and tested for reasonableness by the HRCC at the beginning of the performance period. The HRCC actively evaluates the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets.
The HRCC also reviews compensation programs in hindsight when evaluating any future proposed changes.
We review our Peer group annually to ensure appropriateness.

Our 2021 benchmarking compensation peer group includes 16 companies that the HRCC believes reflect appropriate industry, size, geographic scope, and market dynamics.
We do not re-price stock options.
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Our compensation consultants are independent.

The HRCC directly retained Frederic W. Cook & Co. (“FW Cook”) and FIT Remuneration Consultants, LLP for 2021. Neither consulting firm provided any other services to the Company.

2021 Business Performance & Accomplishments
During 2021, our top priority and focus remained on the safety, health and well-being of our employees and their families; operating safely in all respects while managing our ongoing operations; and protecting, preserving, and strengthening our business and laying the foundation for the future.
Tronox made significant strides on its ESG efforts in 2021. In July, the Company formalized its commitments to align with a global warming scenario of below 2 Celsius and achieve a target of net zero greenhouse gas emissions and zero waste to external dedicated landfills by 2050 in its sustainability report. Most recently, Tronox received a Platinum Rating by EcoVadis, the highest level of recognition awarded and a validation of our efforts, placing Tronox in the top 1% of companies evaluated.
2021 was a year of record results in production, volumes, net sales, EBITDA and free cash flow for Tronox. These results were driven by strong operating performance at our facilities as well as robust demand across our end markets. During the year, however, we had to navigate a number of macro challenges including inflation in input costs, production impacted by supplier force majeures, delivery times extended by shipping delays and other significant supply chain disruptions. Tronox was and will continue to be well-positioned to manage through these challenges. Our global footprint positions us close to our customers, while our vertical integration ensures security of supply of critical titanium feedstock materials. Ongoing capital projects are developing new mineral resources to strengthen our vertically integrated business model as well as improve efficiency to further unlock the value within the enterprise and improve our return on capital. We will continue to execute on our long-term strategy to meet growing customer demand while delivering value for our stakeholders.
Tronox’s full-year net sales was $3,572 million, an increase of 30% year-over-year. We also delivered a 42% increase in Adjusted EBITDA to $947 million and increased our Adjusted EBITDA margin by 230 basis points to 26.5%.
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Our full year 2021 free cash flow totaled a record $468 million after $272 million in capital expenditures, including investments in key projects such as newTRON and Atlas Campaspe. As part of Tronox’s capital allocation strategy, free cash flow was prioritized toward debt reduction and in 2021 our total debt was reduced by $745 million to $2.6 billion, resulting in lowering our net leverage ratio from 4.1x to 2.5x. Additionally, given our consistent and strong free cash flow, we increased our dividend by 43% in 2021 to $0.40 on an annualized basis.



The Executive Compensation Process
Role of the Human Resources and Compensation Committee
The HRCC administers our executive compensation program and assists the Board of Directors in fulfilling its oversight responsibilities with respect to the compensation of executive officers. Among its other duties, the HRCC:
Evaluates and determines the salary, incentives, and benefits making up the total compensation of our Co-CEOs, other NEOs and other executive officers;
Reviews and monitors management succession planning and development, including the readiness for promotion of all officers;
Defines the terms and conditions, including performance metrics, for restricted shares/units, and other long-term equity awards for our executive officers and reviews and approves all grants made to the executive officers;
Reviews and approves the annual corporate goals and objectives of our Co-CEOs; and,
Considers industry conditions, relevant market conditions and our prospects and achievements when making recommendations with respect to compensation matters. The HRCC cannot delegate this authority and regularly reports its activities to the Board.
The HRCC is comprised of four members, each of whom is independent as defined by SEC rules and NYSE listing standards and is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and an
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“outside director” as defined in Section 162(m) of the Internal Revenue Code. Currently, the members of the HRCC are Stephen Jones, Chairman, Peter Johnston, Ginger Jones, and Sipho Nkosi.
The HRCC operates pursuant to a written charter (available on Tronox’s website at www.tronox.com, under “Investors – Governance”) which is reviewed by the HRCC on an annual basis and approved by the Board. The HRCC meets at least quarterly and more frequently as circumstances require, including in executive session with the HRCC’s independent compensation consultant.
The compensation of our Co-CEOs is reviewed and approved by the non-employee, independent members of the Board of Directors. When making recommendations with respect to our executive officers other than the Co-CEOs, the HRCC considers the recommendations made by the Co-CEOs and their evaluation of the other executive officers’ performance.
Aspects considered by the HRCC and our Co-CEOs when reviewing the Company’s performance include: share price, the Company’s performance as measured against the performance goals established for the previous year, non-controllable events that may impact the Company’s performance, attainment of significant non-financial milestones and any other factors or goals it determines to be relevant to measuring the Company’s performance. The individual performance of our executive officers is measured against individual performance goals that were set for each executive officer by our Co-CEOs.
Use of Compensation Consultants
The HRCC has the sole authority to hire and terminate its consultant, approve its compensation, determine the nature and scope of its services, and evaluate its performance. The HRCC engaged two consulting firms during 2021, FW Cook and FIT Remuneration Consultants, LLP.
The HRCC has engaged FW Cook since 2016 as its compensation consultant to provide information to the HRCC to assist it in making determinations regarding our compensation programs for executives. For the Corporate Governance and Sustainability Committee, FW Cook provides information regarding non-employee Director compensation.
In November 2020, FW Cook provided the HRCC with, among other things, a competitive pay analysis comparing the compensation of our executive officers against benchmark compensation statistics to assist the HRCC in determining 2021 executive officer compensation actions. During 2021, FW Cook provided the HRCC with program design advice, an independent review of 2021 compensation proposals developed by management, review of trends and regulatory developments, review of the Company’s proxy advisory firm reports, assistance with peer group review, risk assessment review of incentive programs, and program advice on 2022 compensation programs. In November 2021, FW Cook provided the HRCC with a competitive pay analysis comparing the compensation of our executive officers against benchmark compensation statistics to assist the HRCC in determining 2022 executive officer compensation actions. In November 2021, FW Cook also provided the Corporate Governance and Sustainability Committee with a comparative analysis of non-employee director compensation.
A representative from FW Cook attended all HRCC meetings in 2021, and FW Cook did not perform any other services for the Company or its management other than those described above.
FW Cook provides information and data to the HRCC from surveys, proprietary databases and other sources, which the HRCC utilizes along with information provided by management and obtained from other sources. In making its decisions, the HRCC reviews such information and data provided to it by FW Cook and management and also draws on the knowledge and experience of its members as well as the expertise and information from within the Company, including from the human resources, legal, and finance groups. The HRCC considers executive compensation matters at its quarterly meetings and at special meetings as needed based on our annual compensation schedule.
During 2021, the HRCC also engaged FIT Remuneration Consultants, LLP to assist the HRCC and the Corporate Governance and Sustainability Committee in drafting required 2021 UK disclosure as a result of the Company’s re-domiciling to the UK in March 2019. A representative from this firm participated in various HRCC meetings during 2021 to discuss draft UK required disclosures for 2021.
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In connection with its engagement of FW Cook and FIT Remuneration Consultants, LLP, the HRCC considered various factors bearing upon each firm’s independence including, but not limited to, the amount of fees received by each firm from Tronox as a percentage of each firm’s respective total revenue, their policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact their independence. After reviewing these and other factors, the HRCC determined that both firms were independent and that their engagements did not present any conflicts of interest. Both FW Cook and FIT Remuneration also determined that they were independent from management and confirmed this in written statements delivered to the Chairperson of the HRCC.
Co-CEOs’ Role in the Compensation-Setting Process
Typically, at an HRCC meeting early in the year, the Co-CEOs make recommendations to the HRCC regarding compensation for the executive officers other than themselves. The Co-CEOs participate in the HRCC discussion at the HRCC’s request to provide background information regarding our strategic objectives and to evaluate the performance of and make compensation recommendations for the executive officers. The HRCC utilizes the information provided by the Co-CEOs along with other information from within the Company, input from its independent compensation consultant, and the knowledge and experience of the HRCC members in making compensation decisions. The Chair of the HRCC recommends the Co-CEOs’ compensation to the HRCC in executive session, not attended by the Co-CEOs.
Annual Evaluation
At the end of the fiscal year, the Co-CEOs complete a self-evaluation of their own performance and review their evaluation with the HRCC. The full board also provides input on the Co-CEOs’ performance and submits this to the Chairman of the HRCC for consolidation. The HRCC consolidates all input and the Chairman of the HRCC and the Chairman of the Corporate Governance and Sustainability Committee discuss the Board’s assessment of the Co-CEOs’ performance. The HRCC also determines the incentive amount, long-term incentive award, and any base salary change for the Co-CEOs.
In addition, each executive officer completes a self-evaluation for his/her own performance and reviews his/her evaluation with the Co-CEOs. The Co-CEOs then summarizes these results and brings them to the HRCC along with their initial recommendation for each executive’s base salary increase, annual incentive award, and long-term incentive award. The HRCC will then determine the amounts for any base salary increase and annual and long-term incentive awards for each executive officer.
Performance Objectives
At the beginning of the year our Co-CEOs recommended, and the HRCC approved, performance objectives for the 2021 fiscal year based, in part, on an active dialogue with the Co-CEOs regarding strategic objectives and performance targets for the Company. Metrics are tied to our strategic business plans and to annual budgets reviewed by the full Board. Short-term management objectives are designed to achieve specific goals that are expected to drive long-term shareholder value. Metrics are analyzed and tested for reasonableness prior to HRCC approval at the beginning of the performance period. The HRCC actively evaluates the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets.
Competitive Market Overview
Our executive compensation program is designed to be competitive within the various marketplaces in which we compete for employees. While the HRCC does not believe that it is appropriate to establish compensation levels based solely on benchmarking, it believes that information regarding pay practices at peer companies is useful in two respects. First, the HRCC recognizes that our compensation practices must be competitive in the marketplace and reviewing market pay practices provides a framework for assessing competitiveness. Second, marketplace information is one of the many factors that the HRCC considers in assessing the reasonableness of compensation and for our NEOs we start by targeting to deliver median levels of each element of target direct compensation compared to the peer group. Although the HRCC considers compensation levels for executive officers of other companies, it does not mechanically apply the data but
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rather engages in a rigorous quantitative and qualitative review and weighing of the competitive information with other Company and individual performance factors, such as our specific business strategy, financial situation, and performance, in making its compensation determinations.
With the input of its independent compensation consultant, the HRCC reviews the peer group annually and revises such group as appropriate. We endeavor to identify companies that are comparable to our core businesses as well as comparable from a size perspective.
In August 2020, the HRCC, with the assistance of FW Cook, conducted its annual review of the Company’s peer group to be used in connection with 2021 compensation determinations and determined the continued suitability of the peer group. After reviewing various attributes (e.g. revenue and number of employees) of the 2020 Peer Group, the HRCC agreed that no changes were necessary and that this same peer group would be used for 2021 (the “2021 Peer Group”).
Our peer group for fiscal year 2021 (the “2021 Peer Group”) includes the following 16 companies:
Chemical Companies
with TiO2 Segments
Specialty and Diversified
Chemical Companies
Commodity Chemical
Companies & Other
The Chemours Co.
Albemarle Corp
H.B. Fuller Co.
Cabot Corp
Venator Materials
Ashland Global Holdings
Huntsman Corp.
Cleveland-Cliffs
Avient Corp1
Minerals Technologies
Koppers Holdings
Celanese Corp
Stepan Co.
Olin Corp.
Ferro Corp
Trinseo
1 Name change from PolyOne Corp. to Avient Corp. in July 2020.
As of August 2020, our revenue and number of employees were between the 44th and 76th percentiles of the 2021 Peer Group companies.
In August 2021, the HRCC, with the assistance of FW Cook, conducted its annual review of the Company’s peer group to be used in connection with 2022 compensation determinations and determined the continued suitability of the 2021 Peer Group based on a review of various attributes (e.g. company revenue and number of employees). As a result of this review, the HRCC approved the removal of Cleveland-Cliffs for 2022 (the “2022 Peer Group”) given this company’s significant increase in revenue due to a recent acquisition in December 2020.
As of August 2021, our revenue and number of employees were between the 47th and 71st percentiles of the 2022 Peer Group companies.

Mr. Quinn’s Retirement from Tronox and the Election of Messrs. Romano and Turgeon as Co-CEOs
On December 27, 2020, Mr. Jeffry Quinn, who was then serving as our Chairman and CEO, requested a leave of absence. In connection with Mr. Quinn’s request for a leave of absence, the Board elected Messrs. Romano and Turgeon each as Interim Co-CEO. On March 18, 2021, Mr. Quinn retired from all of his positions with Tronox pursuant to the terms of a retirement agreement (the “Retirement Agreement”) and Messrs. Turgeon and Romano were elected as permanent Co-CEOs.
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Elements of Compensation
These are the components of the 2021 fiscal year executive compensation included in the Summary Compensation Table, and benefits under broad-based benefit plans in which executive officers participate. As described above, we target the median of each element of direct compensation as compared to the 2021 Peer Group (as described under “The Executive Compensation Process – Competitive Market Overview”). We also provide additional benefits and perquisites to be competitive with local practices and with our peer group.
Component
Key Features
Objectives
Principal 2021 Actions
Base Pay
Fixed annual cash amount, paid at regular payroll intervals

Reviewed annually and adjusted if needed based on performance and market comparison
Provide a regular source of income at reasonable, competitive levels.
Mr. Quinn requested a leave of absence effective December 27, 2020 and subsequently retired from Tronox pursuant to the terms of Retirement Agreement on March 18, 2021.

When Mr. Quinn requested his leave of absence, the Board elected Messrs. Romano and Turgeon each as Interim Co-CEO and approved a $25,000 per month stipend for each for the duration of the interim Co-CEO period.

In February 2021, the Board approved a 2.2% salary increase for each of our Interim Co-CEOs. Mr. Turgeon’s salary increased from $670,000 to $685,000 and Mr. Romano’s salary increased from $600,000 to $613,000. Other NEOs received merit increases that ranged from 2.1% to 2.2%.

Messrs. Romano and Turgeon were subsequently appointed as permanent Co-CEOs on March 18, 2021 and the Board approved for each a base salary of $900,000.

On March 18, 2021, Mr. Austin was appointed, Senior Vice President, Operations with a base salary of $400,235 ($550,000 in Australian dollars).
Short-term Incentive
Performance-based cash compensation opportunity: committee determines payout based on company, regional or site performance, if applicable, and levels of individual contributions.

Proxy officers participate in the same AIP with our other executives and our other employees, but payout is determined based on overall company performance and levels of individual contribution.
Focus executive officers and organizations they lead on achieving key annual financial and operational goals and objectives that drive overall performance and reward for successful performance.
On December 27, 2020, in connection with Mr. Quinn’s leave of absence, the Board approved a one-time bonus of $500,000 for Messrs. Turgeon and Romano for service as Interim Co-CEOs to be paid at the end of the interim Co-CEO period.

On March 18, 2021, as a result of the Retirement Agreement with Mr. Quinn, in connection with the election of Messrs. Romano and Turgeon as permanent Co-CEOs, the Board approved that each Co-CEOs’ Target Percentage would be set at 100% of base salary and they were each paid the one-time bonus of $500,000 for serving as Interim Co-CEOs.

Also on March 18, 2021, Mr. Austin was appointed as Senior Vice President, Operations with a Target Percentage of 60% of base salary.
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Component
Key Features
Objectives
Principal 2021 Actions
 
 
 
AIP payments were calculated using a predetermined formula based on overall company metrics established at the beginning of the year, plus personal performance results.

2021 AIP payments for the NEOs ranged from 185.9% to 194.9% of target.
Long-term Incentive (1)
Equity-based compensation: amount realized, if any, dependent on company achieving long-range financial goals and sustained or increased stock price.

LTIP opportunity delivered through:

- Time-based RSUs (50% of total LTIP award):

• Vest in 3 equal annual installments over a three-year service period.

• Award settled in ordinary shares of company stock.

• Dividend equivalents accrue and paid only upon vesting.

- Performance-based RSUs (50% of total LTIP award):

• 50% RSUs eligible for vesting based on achievement of Company performance Total Shareholder Return (TSR) performance versus Capital Markets Peer Group over a three-year performance period.

• 50% RSUs eligible for vesting based on achievement of Company Return on Invested Capital (ROIC) and will vest based on the three-year average annual ROIC improvement versus 2020 ROIC during the three-year measurement period that includes calendar years 2021, 2022, and 2023.

• Maximum overall vesting is subject to 200% of target RSUs.

• Vest shortly after the end of three-year performance period.

• Award settled in ordinary shares of company stock

• Dividend equivalents accrue and paid only upon vesting. No dividend equivalents are paid on above target RSUs that vest.
Focus executive officers on achieving and sustaining longer-term business results and reward performance.

Performance-based RSUs motivate officers to achieve three-year financial goals that are expected to lead to increased shareholder value; annual grants with overlapping performance periods reward sustained performance over the long-term.
In connection with Mr. Quinn’s leave of absence, on December 27, 2020, the Board approved a special time-based RSU award of $750,000 vesting March 5, 2023 for Messrs. Turgeon and Romano for service as Interim Co-CEOs. The aforementioned grants to Messrs. Romano and Turgeon were previously reported in our definitive proxy statement for the year ended December 30, 2020.

On February 4, 2021, as part of the annual equity grant cycle, LTIP awards were granted to each NEO as a dollar value based on the guideline of 150% of base salary or, for Mr. Austin, 120% of base salary.

On March 18, 2021, the Board appointed Messrs. Turgeon and Romano as permanent Co-CEOs, each with a Target LTIP of $2,200,000 for 2021 and approved a top-up grant, with the same vesting provisions as their February 4, 2021 grant, that together with the $750,000 one-time equity award that was granted on December 20, 2020 and the February 4, 2021 annual grant award, equaled the new Target LTIP of $2,200,000.

The LTIP dollar value is converted to number of RSUs based on the closing price of the Company’s stock on the date of grant. Amounts actually earned will vary based on stock price and corporate performance.
Benefits
Additional elements defined by local practice including medical and other insurance benefits, pension and other long-term savings plans, and post-employment compensation. Cost of health and welfare benefits partially borne by employees, including executive officers.
Intended to provide competitive benefits that promote employee health, financial security, and income security in the event of an executive’s involuntary termination.
No significant changes to programs in 2021.
Limited Perquisites
Financial counseling assistance valued at up to $10,000 per year per executive officer to assist with financial planning given significant Company stockholdings and/or complex foreign tax situations.

Full or partial tax equalization payments (inclusive of any additional tax reimbursements associated with the tax paid, as appropriate) and payment of UK tax incurred on accommodation and meals while conducting business in the UK (inclusive of any additional tax reimbursements associated with the tax paid).
Intended to provide assistance to executives in making strategic decisions regarding their financial and tax arrangements.

Intended to mitigate or eliminate incremental tax burden as a result of the Company conducting business in the UK, where applicable for UK activities.
Provided tax equalization payments and related tax reimbursement payments regarding UK tax to mitigate or eliminate incremental tax burden as a result of the Company conducting business in the UK, where applicable for UK activities.
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(1)
The LTIP dollar value awarded may differ from the Fair Value of the award as reported in the 2021 Summary Compensation Table which reports the value of long-term incentives granted in accordance with applicable accounting rules.
We combine the aforementioned elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives, but do not reward failure to perform on these objectives, and align the interests of our executive officers and other senior personnel with those of our shareholders.
We utilize the particular elements of compensation described above because we believe that it provides a mix of secure compensation, retention value and at-risk compensation which produces short-term and long-term performance incentives and rewards. By following this approach, we provide the executive with a measure of financial security, while motivating him or her to focus on business metrics that will produce a high level of short-term and long-term performance for Tronox that will create value for shareholders. Our compensation mix, which includes short-term and long-term incentives as well as time and performance vesting features, is competitive and reduces the risk of recruitment of our top executive talent by competitors. The mix of metrics used for our annual performance bonus and long-term incentive program likewise provides an appropriate balance between short-term and long-term financial and stock performance. All incentives are intended to be aligned with our stated compensation philosophy of providing compensation commensurate with performance, while targeting pay at approximately the 50th percentile of the competitive market. For purposes of compensation competitiveness, the competitive market consists of our current peer group as described previously under “The Executive Compensation Process – Competitive Market Overview.”
The HRCC focuses on the total compensation opportunity for each NEO but also on the mix of compensation. A substantial portion of the compensation opportunity beyond base salary is at-risk and must be earned based upon achievement of annual and long-term performance goals. The proportion of compensation designed to be delivered in base salary versus variable pay depends on such NEO’s position and the opportunity for that position to influence performance outcomes; the relative levels of compensation are based on differences in the levels and scope of responsibilities of the NEOs. Generally, the more senior the level of such NEO and the broader his or her responsibilities, the greater the amount of pay opportunity that is variable.
The relationship between fixed and variable pay and between fixed and short-term and long-term incentives in our compensation program is illustrated by the following charts which show the relative portions of base salary, target annual incentive, and the target value of equity awards that, in aggregate, comprised the 2021 fiscal year target total direct compensation.
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For purposes of the illustration below, we have modeled the pay mix of our Co-CEOs and other NEOs. Note that the pay mix illustration below excludes any incremental cash stipend, bonus or equity grants awarded to Messrs. Romano and Turgeon for serving as Interim Co-CEOs.

AIP = Annual Incentive Plan; LTIP = Long-Term Incentive Plan; RSUs = Restricted Stock Units.

Components of Compensation
Base Salary
We consider base salary an element of total compensation that is tied to job responsibility and individual contributions to our success and is intended to attract and retain highly talented executive officers. While the HRCC uses benchmark statistics to guide it in its decisions regarding levels of base salary, it has considerable discretion and considers the experience, tenure and recent individual performance of our NEOs when making decisions regarding base salary.
On December 27, 2020, in connection with Mr. Quinn’s request for a leave of absence from Tronox and the appointment of Messrs. Romano and Turgeon each as Interim Co-CEO, the Board approved a $25,000 per month stipend for Messrs. Turgeon and Romano for the duration that they served as Interim Co-CEO. This stipend served as a temporary differential in base salary for serving in the Interim Co-CEO role.
In February 2021, after reviewing competitive pay levels, the current industry and business climate, the HRCC approved salary increases that ranged from 2.1% to 2.2% for the NEOs reporting to the Interim Co-CEOs. Our Interim Co-CEOs at the time each received a 2.2% salary increase. Mr. Turgeon’s salary increased from $670,000 to $685,000 and Mr. Romano’s salary increased from $600,000 to $613,000.
Effective with their election as permanent Co-CEOs on March 18, 2021, the HRCC recommended, and our Board approved, an annual base salary of $900,000 for Messrs. Turgeon and Romano. The recommendation was based on the same principles described above that the HRCC applies when determining base salaries for our NEOs. FW Cook, our independent compensation consultant, advised the Committee that typical practice for setting Co-CEO compensation is to set target compensation equal for both individuals and to benchmark the role based on an average of the CEO and second highest paid executive at peer companies. FW Cook provided relevant benchmark data that was evaluated by the Committee in reaching its decision.
On March 18, 2021, Mr. Austin was appointed Senior Vice President, Operations with a base salary of $400,235 ($550,000 in Australian dollars).
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2021 Short-Term Incentive Plan
For 2021, Tronox’s executive officers were eligible to receive cash awards under the 2021 Annual Incentive Plan. This plan is covered under the Tronox Holdings plc Amended and Restated Annual Bonus Incentive Plan.
The size of the target incentive payable to each executive officer is set as a percentage of each executive officer’s base salary (the “Target Percentage”). The target incentive is paid for achieving the targeted objectives described below. The threshold level of performance pays 50% of target and achieving maximum performance pays 200% of target.
Annually, the HRCC reviews the competitive analysis of total cash compensation and total direct compensation for the NEOs, and considers the input of our CEO (at the time our Interim Co-CEOs) and our independent compensation consultant, FW Cook. Based on this evaluation, the HRCC may selectively adjust the annual incentive award target of the NEOs. In February 2021, the HRCC made no changes to the Target Percentage for any NEO. The Target Percentage for our Interim Co-CEOs was 75% of base salary and the Target Percentage for the other NEOs was 70% of base salary.
On December 27, 2020, Mr. Quinn requested a leave of absence from his position as Chairman and CEO. As part of their compensation for each serving as Interim Co-CEO during Mr. Quinn’s leave of absence, the Board approved a one-time bonus of $500,000 to be paid to Messrs. Turgeon and Romano at the end of the interim Co-CEO period.
On March 18, 2021, as a result of the Retirement Agreement with Mr. Quinn, in connection with the election of Messrs. Romano and Turgeon as permanent Co-CEOs, the Board approved that each Co-CEOs’ Target Percentage would be set at 100% of base salary and they were each paid the one-time bonus of $500,000 for serving as Interim Co-CEOs.
Also on March 18, 2021, Mr. Austin was appointed as Senior Vice President, Operations with a Target Percentage of 60% of base salary.
Our NEOs have a portion of their incentive tied to overall Tronox performance (80%) and a portion tied to individual performance (20%). Each year the HRCC determines appropriate metrics for measuring overall Tronox performance and makes changes from time-to-time to drive shareholder value and to best measure and motivate management’s delivery of the Company’s strategic priorities at that point in time.
Historically, financial results have represented 80% of the overall Tronox performance metrics and 20% have represented safety metrics. For 2021, plan structure remained mostly unchanged, except for the addition of an environmental sustainability metric (reduction in tons of CO2 emissions per ton of production) at a 5% weight.
For 2021, the HRCC established overall Tronox performance objectives that included two financial metrics, two safety metrics and one new sustainability metric:
2021 Adjusted EBITDA less Capital Expenditures weighted at 50%. We are using this metric as a measure of our free cash flow, which is one of the primary metrics that our investors use to evaluate our financial performance. We have assigned it our highest weighting.
Adjusted EBITDA Margin Relative to TiO2 Peers (Adjusted EBITDA margin as compared to the average Adjusted EBITDA margin achieved by the Company’s TiO2 Peers) weighted at 30%. Given that our Adjusted EBITDA can rise or fall with TiO2 market demand, irrespective of management actions, the HRCC has incorporated a metric that measures management’s performance independent of market cyclicality. Since we typically see our direct TiO2 peers’ financial performance rise and fall in a similar fashion to ours, we sought a metric that would assess whether Tronox management had delivered differentiated performance relative to its TiO2 peers. This metric rewards management only if Tronox management outperforms its peers, as measured by Adjusted EBITDA margin.
2021 Disabling Injury Frequency Rate (DIFR) weighted at 7.5%. This metric measures the frequency of serious injuries to our employees and contractors. Safety is one of our highest priorities, and we have observed that a strong safety culture and work environment has a correlation with financial and operating performance.
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2021 Total Recordable Injury Frequency Rate (TRIFR) weighted at 7.5%. This metric measures the frequency of all injuries, with the exception of first aid cases, to our employees and contractors.
2021 Tons of CO2 Emissions Per Ton of Production weighted at 5%. This metric measures the number of tons of CO2 emissions per ton of product. CO2 emissions include both Scope 1 and Scope 2 emissions and the percentage reductions are tied to a 2019 baseline.
For purposes of the 2021 Annual Incentive Program, the results were calculated as follows:
2021 Adjusted EBITDA less Capital Expenditures is calculated by deducting 2021 capital expenditures as reported in the Company’s Statement of Cash Flows from reported 2021 Adjusted EBITDA, a non-GAAP measure.
Adjusted EBITDA Margin Relative to TiO2 Peers is calculated by dividing reported Adjusted EBITDA in the four quarters ending September 30, 2021 by reported net sales in the same period. For our peer companies (Chemours Titanium Technologies Segment, Venator Titanium Dioxide Segment and Kronos Holdings), it is calculated in a similar fashion, except, for comparative purposes, we also deduct a pro-rata portion of corporate and other costs from Adjusted EBITDA for the Chemours Titanium Technologies Segment and the Venator Titanium Dioxide Segment. We then divide the aggregate Adjusted EBITDA for the three TiO2 peers by their aggregate net sales to calculate a weighted average Adjusted EBITDA margin for the Company’s peers. The TiO2 Peer’s weighted average Adjusted EBITDA margin is then deducted from Tronox’s Adjusted EBITDA margin.
2021 Disabling Injury Frequency Rate is calculated by dividing the total reported number of employee and contractor lost time injuries and restricted work injuries during the year by the number of total employee and contractor hours worked during the year and multiplying by 200,000.
2021 Total Recordable Injury Frequency Rate is calculated dividing the total reported number of employee and contractor recordable injuries during the year by the number of total employee and contractor hours worked during the year and multiplying by 200,000.
CO2 emissions is calculated by dividing the number of tons of CO2 emissions (both Scope 1 and Scope 2) by total number of tons of product.
In the event of a fatality to an employee, contractor or visitor at a Tronox location, or the loss of life to someone in the community near a Tronox site caused by a site-specific event, the HRCC has full discretion to adjust safety payouts downward for individuals, sites, regions or all of Tronox, including eliminating the payout of any and all safety components. In determining the scale and application of the downward adjustment, the HRCC would evaluate and consider:
The facts and circumstances of the fatality, and the response to the incident at the site;
The trended monthly and full year safety metrics for the site where the incident occurred and for all of Tronox, compared to prior year and to target, assessing whether safety improved following the incident; and,
The actions taken by management following the incident to address gaps and prevent something like it from occurring again, at the site, in the region, and across all of Tronox.
The HRCC also established a minimum overall level of $25 million in Free Cash Flow that must be achieved for any payout to occur under the AIP.
To reflect performance above or below targets, the overall Tronox metrics each have sliding scales that provide for annual incentive bonus payouts greater than the target bonus if results are greater than target (up to a maximum 200% payout) or less than the target bonus if results are lower than the target (down to a threshold of 50% of target payout, below which there would be no payout).
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The following chart summarizes the 2021 Annual Incentive Plan metrics and their relative weighting for the Co-CEOs and other executive officers.

At its February 4, 2021 meeting, the committee set the overall Tronox objectives as follows:
Objective
Weighting
Threshold 50%
Target 100%
Maximum 200%
Adj EBITDA less Capital Expenditures
50%
$280 million
$415 to $465 million
$586 million
Adj EBITDA Margin Relative to TiO2 Peers
30%
3.0%
6.0%
10.9%
Safety: Disabling Injury Frequency Rate
7.5%
0.25
0.23
≤ 0.13
Safety: Total Recordable Injury Frequency Rate
7.5%
0.55
0.50
≤ 0.38
Sustainability: Tons of CO2 Emissions Per Ton of Production
5%
1.657
1.649
≤ 1.642
At its February 3, 2022 meeting, the HRCC reviewed the Company’s performance compared to the overall Tronox objectives and determined the following:
For the fiscal year 2021 Tronox reported actual Adjusted EBITDA of $947 million and capital expenditures of $272 million resulting in Adjusted EBITDA less Capital Expenditures of $675 million. The $675 million in Adjusted EBITDA less Capital Expenditures was above the maximum of $586 million, resulting in a maximum payout for this component.
In the four quarters ending September 30, 2021 Tronox reported $918 million in Adjusted EBITDA, net sales of $3,471 million, and an Adjusted EBITDA margin of 26.5%. During the same period, our three TiO2 peers recorded an aggregate $954 million in Adjusted EBITDA, $1,107 million in aggregate net sales, and 14.4% margin (calculated as described above). Accordingly, Tronox outperformed its TiO2 peers by 12.1% margin points, resulting in a maximum payout for this component.
In the fiscal year 2021 Tronox management made a concerted effort to operate safely during the continued pandemic. Our disabling injury frequency rate (DIFR) of 0.19 injuries to employees and contractors per 200,000 hours and our total recordable injury frequency rate (TRIFR) of 0.39 injuries to employees and contractors per 200,000 hours worked corresponded to performance between target and maximum performance levels, resulting in a 140% and 192% payout, respectively, for each of these components.
For fiscal year 2021 Tronox achieved 1.599 tons of CO2 emissions per ton of product that was lower than the maximum established at 1.642 tons of CO2 emissions per ton of product, resulting in a maximum payout for this component.
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The actual 2021 overall Tronox results versus the AIP metrics were calculated as follows:
 
Performance Levels
 
 
 
 
 
Threshold
(50%)
Target
(100%)
Maximum
(200%)
Actual
Performance
Actual
Payout %
Metric
Weighting
Resulting
Payout %
Adj EBITDA less Capital Expenditures
$280M
$415 - $465M
$586M
$675M
200%
50.0%
100.0%
Adj EBITDA Margin Relative to TiO2 Peers
3.0%
6.0%
10.9%
12.1%
200%
30.0%
60.0%
Safety DIFR
0.25
0.23
≤0.13
0.19
140%
7.5%
10.5%
Safety TRIFR
0.55
0.50
≤0.38
0.39
192%
7.5%
14.4%
Sustainability CO2 Emissions
1.657
1.649
≤1.642
1.599
200%
5.0%
10.0%
 
 
 
 
 
TOTAL PAYOUT %:
194.9%
At the February 3, 2022 meeting the HRCC approved the overall 2021 Tronox results, which resulted in a calculated payout of 194.9% of target.
The overall Tronox payout represents 80% of our NEOs’ annual incentive opportunity. The remaining 20% is based on the HRCC’s evaluation of individual performance.
At the February 3, 2022 meeting our two Co-CEOs, Messrs. Turgeon and Romano, reviewed their own performance and that of the other NEOs with the Committee.
The key results influencing the Committee’s and the independent members of our Board’s approvals on cash compensation for the Co-CEOs and other NEOs in 2021 regarding individual performance are set forth below.
Safety and Sustainability:
• Achieved record setting safety performance as measured by Disabling Injury Frequency Rate (DIFR) and Total Recordable Injury Frequency Rate (TRIFR), the two primary metrics used widely to measure safety in our industry.
• Deployed practices and procedures to keep our workers safe and our operations running smoothly during the COVID pandemic.
• For the first-time, publicly communicated a detailed and substantive roadmap for reducing carbon emissions in the short-, medium- and long-term to achieve net-zero emissions by 2050.
• Achieved a platinum rating from EcoVadis, a sustainability rating agency that is widely recognized as very credible in the chemical industry and by our customers.
Production and Operations:
• Set a historical record for TiO2 pigment production. In 2021, we mined, beneficiated and transported well over 1.7 million tons of feedstock to our 9 pigment plants which produced in excess of 900,000 tons of TiO2 that were then delivered to pigment customers on six continents.
• Overcame numerous supply chain challenges -- natural gas price increases, sulfuric acid and chlorine supply disruptions, major port shutdowns, dislocation in the freight and transport markets, to name a few. In 2021, Tronox distinguished itself as the leading reliable supplier of TiO2 to the paint and coatings industry.
Financial Results:
• Delivered record net sales, EBITDA and cashflow for our shareholders and continued to widen the gap in profitability as measured by relative EBITDA margin points above Tronox’s direct industry peers.
• Realized several early stage “wins” on “Project newTron,” our multi-year IT-enabled transformation program that includes both operational and business transformation newTRON, our enterprise as well accomplished several foundational elements that help support the future success of the project. Also, as part of this project, we have achieved approximately $20 million of recurring EBITDA savings from approximately 270 cost savings initiatives across the enterprise with an expectation of still more run- rate savings to be delivered in 2022 and beyond.
Capital Deployment:
• Undertook a debt refinancing transaction which reduced annual interest expense by $30 million, extended the average maturity of our debt and replaced an onerous ABL facility with a cash flow revolver.
• Repaid over $740 million in debt and positioned Tronox to achieve its previously announced $2.5 billion gross debt objective in Q1 2022, well ahead of our 2023 target.
• Announced a capital allocation plan in November 2021 that foresees increased dividends, up to $300 million in share repurchases, continued debt reduction and capital expenditures that will support growth in production and productivity.
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The final bonus payment awarded to each NEO for their 2021 fiscal year performance is provided in the table below, disaggregated to show the overall Tronox result and the individual performance result.
 
 
Overall Tronox Results
Individual Performance
Total Payout
Executive
Target
Award
$
Weighting
Result
Amount
Weighting
Result
Amount
$
as a
percent of
Target
award
Jean-François Turgeon
$900,000
80%
194.9%
$1,403,280
20%
194.9%
$350,820
$1,754,100
194.9%
John D. Romano
$900,000
80%
194.9%
$1,403,280
20%
194.9%
$350,820
$1,754,100
194.9%
Timothy C. Carlson
$414,750
80%
194.9%
$646,595
20%
175.0%
$145,163
$791,758
190.9%
Jeffrey N. Neuman
$383,250
80%
194.9%
$597,487
20%
150.0%
$114,975
$712,462
185.9%
D. John Srivisal
$325,500
80%
194.9%
$507,455
20%
150.0%
$97,650
$605,105
185.9%
Russell Austin
$240,141
80%
194.9%
$374,380
20%
150.0%
$72,042
$446,422
185.9%
Long-Term Incentive Program
We provide a long-term incentive opportunity to motivate and reward our executive officers for contributions in driving our overall performance and for retention purposes. The amounts of the grants were determined by a pre-established formula guideline (unchanged since the original appointment of each executive to their positions) that was formulated using competitive market data. Our Co-CEOs’ LTIP award is based on a dollar amount, not based on a percent of salary.
In connection with our former Chairman and CEO’s (Mr. Quinn’s) request for a leave absence from Tronox and the election on an interim basis of Messrs. Romano and Turgeon as Co-CEO, on December 27, 2020 the HRCC recommended, and the Board approved, a one-time time-based LTIP award in the amount of $750,000 for each of Messrs. Romano and Turgeon with a grant date of December 28, 2020 and vesting date of March 5, 2023. The aforementioned grants to Messrs. Romano and Turgeon were previously reported in our definitive proxy statement for the year ended December 30, 2020. On February 4, 2021, both Messrs. Romano and Turgeon received a Target LTIP grant of 150% of salary as part of the annual equity grant cycle. On March 18, 2021, the Board appointed Messrs. Turgeon and Romano as permanent Co-CEOs, each with a Target LTIP of $2,200,000 for 2021 and approved a top-up grant, with the same vesting provisions as their February 4, 2021 grant, that together with the $750,000 one-time equity award that was granted on December 20, 2020 and the February 4, 2021 annual grant award, equaled the new Target LTIP of $2,200,000. The new Target LTIP was determined and recommended by the HRCC following their review of benchmark peer data provided by FW Cook, described in more detail above.
The guideline Target LTIP award for all other participants is tied to the level of the role and denominated as a percentage of base salary. For our NEOs this equates to 150% of base salary for Messrs. Carlson, Neuman, and Srivisal and 120% of base salary for Mr. Austin. The HRCC has discretion to adjust actual LTIP awards above or below the guideline. Mr. Austin received an additional top-up grant on April 1, 2021, with the same vesting provisions as his February 4, 2021 grant, that together with the February 4, 2021 annual grant award, equaled 120% of his new salary as of March 18, 2021, the date of his promotion to SVP, Operations.
The LTIP dollar value awarded is divided by the company’s closing stock price on the date of grant to determine the number of RSUs granted. The Target LTIP dollar value may differ from the Fair Value of the award as reported in the 2021 Summary Compensation Table which reports the value of long-term incentives granted in accordance with applicable accounting rules. Awards are provided under the Company’s Amended and Restated Management Equity Incentive Plan (“Equity Incentive Plan”). Since 2015, we have granted RSUs consistently throughout all jurisdictions in which we operate. We believe RSUs provide value based on the NYSE value of our shares without any discount, but there is the risk that some or all of the granted RSUs will not vest if the executive does not remain employed with us, and with respect to performance-based RSUs, if performance is not achieved. Commencing with awards granted in February 2019, the Company moved the vest date for employee equity from anniversary date of grant to fixed vesting date of March 5 so that the vesting date is always outside of a black-out period. Hence, performance-based RSUs vest on March 5 following the three-year measurement period and time-based RSUs vest one-third on each March 5 starting with March 5 in the calendar year following the grant date. For RSUs vesting in 2022 and going forward, all outstanding RSU awards vest on March 5.
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Dividend equivalents on both performance-based and time-based RSUs are accumulated and paid only when the RSUs vest. Dividends equivalents will not be paid in the event that such RSUs do not vest and will not be paid on above target performance-based RSUs that vest. Time-based RSUs are intended to incentivize executives to create shareholder value through share price appreciation and provide an employee retention incentive. We believe performance-based RSUs provide value by linking the award vesting and payments to the long-term results of the Company.
2021 Long-Term Incentive Program
The 2021 long-term incentive program maintains the same allocation between time-based and performance-based RSUs.
On February 4, 2021, the HRCC granted long-term incentives using a mix of performance-based RSUs and time-based RSUs to each of the NEOs. The 2021 grant (dated February 4, 2021) to our NEOs was allocated as follows:
AWARD TYPE
PERCENTAGE
Performance-based Restricted Share Units
50%
Time-based Restricted Share Units
50%
For 2021, the HRCC approved utilizing Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) as the two metrics for performance-based awards whereby 50% of the performance-based RSUs are tied to each respective metric. ROIC replaces ORONA that was utilized as a long-term incentive Company financial metric for the performance-based RSUs granted in 2020 and TSR has been utilized as a long-term incentive metric since 2019. The HRCC determined that the use of both TSR and ROIC best balances the focus of our NEOs on achievement of building shareholder value and long-term profitable growth of the business.
Similar to the 2019 and 2020 TSR performance-based awards, the 2021 awards utilized three-year TSR performance of a “Capital Markets Peer Group” (see below for listing of companies) versus the peer group used for compensation purposes that must also consider companies of similar size and scope. The HRCC determined that the Capital Markets Peer Group, regardless of company size, better reflects companies that have similar market characteristics, economics (margins, capital intensity, and cycle dynamics), and trade at similar EBITDA multiples. The Capital Markets Peer Group was also developed as part of our strategic planning efforts and reflect companies that our NEOs regularly monitor our company’s performance against. As such, the HRCC determined it was in the best interest of shareholders to continue to align the incentives of our NEOs with the performance of our company versus the performance of those companies in the Capital Markets Peer Group.
Commencing with the 2019 RSU grants, the Company moved from vesting on an anniversary date of the grant to a fixed vesting date of March 5. The vest date for the performance-based RSUs, subject to performance criteria as specified below is March 5, 2024 and the vest dates for the service-based RSUs are March 5, 2022, March 5, 2023, and March 5, 2024. If the vest date is not a trading day then the award vests on the next trading day.
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COMPENSATION DISCUSSION AND ANALYSIS
Details of the long-term incentives granted during 2021 are shown below: