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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THE CHEMOURS COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[MISSING IMAGE: LG_CHEMOURS.JPG]
1007 Market Street
Wilmington, Delaware 19801
March 13, 2020
To our Shareholders:
We are pleased to invite you to attend the annual meeting of shareholders of The Chemours Company to be held on April 28, 2020 in the Caesar Rodney Ballroom at The Westin Hotel, located at 818 Shipyard Drive, Wilmington, DE 19801. The meeting will begin at 10:00 a.m. (Eastern time).
The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the annual meeting, including the nominees for election as directors.
We are furnishing proxy materials to our shareholders primarily over the Internet, which expedites shareholders’ receipt of proxy materials and reduces the environmental impact of our annual meeting.
Whether or not you plan to attend the annual meeting in person, please submit a proxy promptly to ensure that your shares are represented and voted at the meeting.
Sincerely,
[MISSING IMAGE: SG_RICHARD-BROWN.JPG]
[MISSING IMAGE: SG_MARK-VERGNANO.JPG]
Richard H. Brown
Chairman of the Board
Mark P. Vergnano
President & Chief Executive Officer

Notice of Annual Meeting
of Shareholders
Date: April 28, 2020
Time: 10:00 a.m. Eastern time
Place: Caesar Rodney Ballroom at The Westin Hotel, located at 818 Shipyard Drive, Wilmington, DE 19801
Record date: March 2, 2020
Notice is hereby given that a meeting of the shareholders of The Chemours Company (the “Company”) will be held in the Caesar Rodney Ballroom at The Westin Hotel, located at 818 Shipyard Drive, Wilmington, DE 19801, on April 28, 2020 at 10:00 a.m. Eastern time (including any adjournments or postponements thereof, the “Annual Meeting”) for the following purposes:
1.
To elect the nine director nominees named in the accompanying Proxy Statement to serve one-year terms expiring at the Annual Meeting of Shareholders in 2021;
2.
To hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers;
3.
To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2020;
4.
To vote on a shareholder proposal on a Board Advisory Position if properly presented at the Annual Meeting; and
5.
To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on March 2, 2020 are entitled to notice of, and to vote at, the Annual Meeting, and any adjournments or postponements of the Annual Meeting.
By Order of the Board of Directors.
[MISSING IMAGE: SG_DAVID-SHELTON.JPG]
David C. Shelton
Senior Vice President, General Counsel &
Corporate Secretary
March 13, 2020
Your vote is important. Even if you plan to attend the Annual Meeting, Chemours still encourages you to submit your proxy by Internet, telephone or mail prior to the meeting. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described under “Can I revoke a proxy?” and “Can I change my vote after I have delivered my proxy?” in the “Questions and Answers” section of the attached Proxy Statement.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 2020:
The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders,
Proxy Statement and Annual Report are available at
www.allianceproxy.com/chemours/2020

Table of Contents
ANNUAL MEETING OVERVIEW 1
PROPOSAL 1 — ELECTION OF DIRECTORS 1
1
3
CORPORATE GOVERNANCE 10
10
10
11
12
12
12
13
14
14
14
15
15
BOARD STRUCTURE AND COMMITTEE COMPOSITION 16
16
17
18
DIRECTOR COMPENSATION 19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 21
EXECUTIVE COMPENSATION 23
23
42
54
PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 55
55
56
56
57
PROPOSAL 4 — SHAREHOLDER PROPOSAL 58
CERTAIN RELATIONSHIPS AND TRANSACTIONS 59
GENERAL INFORMATION ABOUT THE MEETING 59
OTHER INFORMATION 64
64
64
64

PROXY STATEMENT
ANNUAL MEETING OVERVIEW
Set forth below is summary information regarding the annual meeting of shareholders (including any adjournments and postponements thereof, the “Annual Meeting”) of The Chemours Company (“Chemours” or the “Company”), including the location of the meeting and the proposals its shareholders will vote upon at the meeting. Please see the more detailed information set forth in this Proxy Statement about the Annual Meeting and the proposals.
Meeting Information
Summary of Matters to be Voted Upon
Time and Date:
Voting Matter
Board Vote
Recommendation
See
Page
10:00 a.m.
(Eastern time)
on Tuesday,
April 28, 2020
Place:
Caesar Rodney
Ballroom at
The Westin Hotel,
818 Shipyard Drive,
Wilmington, DE 19801
Management Proposals
Shareholder Proposal
Proposal 4  —  Board Advisory Position
58
PROPOSAL 1  —  ELECTION OF DIRECTORS
The first proposal to be voted on at the Annual Meeting is the election of members of the Board of Directors (the “Board”) of the Company. Nine current members of the Board are standing for re-election to hold office for a one-year term, or until their successors are duly elected and qualified.
Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Although Chemours knows of no reason why any of the
nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board of Directors. In that case, your shares will be voted for that other person.
Director Qualification Standards
The Chemours Nominating and Corporate Governance Committee will consider potential candidates suggested by Board members, as well as management, shareholders, search firms and others.
The Board’s Corporate Governance Guidelines describe qualifications for directors. Directors are selected for their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; business acumen; and significant professional accomplishment. The specific skills, experience and criteria that the Board may consider, and which may vary over time depending on current
needs, include leadership; experience involving technological innovation; relevant industry experience; financial expertise; corporate governance; compensation and succession planning; familiarity with issues affecting global businesses; experience with global business operations, strategy and management; environment, health, safety and sustainability; risk management; other board experience; prior government service; and other individual qualities and attributes, including diversity in experience, gender and ethnicity, that contribute to the total mix of viewpoints and experience
1

represented on the Board. Additionally, directors are expected to be willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibilities.
When considering candidates for nomination, the Nominating and Corporate Governance Committee takes into account these factors, among other items, to assure that new directors have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interests of all shareholders. The Nominating and Corporate Governance Committee will not nominate for election as a director a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to Chemours.
Once the Nominating and Corporate Governance Committee has identified a prospective candidate, the Nominating and Corporate Governance Committee will make an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based on whatever information is provided to the Nominating and Corporate Governance Committee with the recommendation of the prospective candidate, as well as the Nominating and Corporate Governance Committee’s own knowledge of the prospective candidate. This may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination will be based primarily on the likelihood that the prospective nominee can satisfy the factors described above. If the Nominating and Corporate Governance Committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that further consideration is warranted, it may gather additional information about the prospective nominee’s background and experience.
The Nominating and Corporate Governance Committee also may consider other relevant factors as it deems appropriate, including the current composition of the Board and specific needs of the Board to ensure its effectiveness. In connection with this evaluation, the Nominating and Corporate Governance Committee will determine whether to interview the prospective nominee. One or more members of the Nominating and Corporate Governance Committee and other directors, as appropriate, may interview the prospective nominee in person or by telephone. After completing its evaluation, the Committee will conclude whether to make a recommendation to the full Board for its consideration.
The Nominating and Corporate Governance Committee considers candidates for director suggested by shareholders, applying the factors for potential candidates described above and taking into account the additional information provided by the shareholder or gathered by the Committee. Shareholders wishing to suggest a candidate for director should write to the Corporate Secretary and include the detailed information required under the Company’s Amended and Restated Bylaws (the “Bylaws”).
A shareholder’s written notice to the Corporate Secretary described in the preceding paragraph must be delivered to The Chemours Company, 1007 Market Street, Wilmington, DE 19801, Attention: Corporate Secretary. Shareholders who wish to nominate candidates for the Board of Directors must follow the procedures described under “2021 Annual Meeting of Shareholders  —  Procedures for Submitting Shareholder Proposals and Nominations” in this Proxy Statement.
2

Director Nominees
The following information describes certain information regarding our director nominees.
Director Nominee Composition
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Skills, Experience, and Background
The Nominating and Corporate Governance Committee recommended to the Board the nominees named in this Proxy Statement. Based on this recommendation and each nominee’s credentials and experience outlined below, the Board has determined that each nominee can make a significant contribution to the Board and the Company, is willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibilities and should serve as a director of the Company.
Set forth on the following pages is a skills matrix and biographical information about each of the nominees, including information regarding the person’s service as a director, business experience, director positions
held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that factored into the Board’s determination that the person should serve as a director of the Company. The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board. The following is a description of the Boards’ adopted Core Skills & Qualifications and additional relevant experience possessed by the nominees.
Core Skills & Qualifications
Additional Experience
Leadership (Strategy & Execution) Chemical Industry Experience Marketing Information Technology
Financial Expertise Risk Management Business Development Logistics & Supply Chain
Global Business Strategy & Management Global Business Operations Mergers & Acquisitions Legal Expertise
Technological Innovation Compensation & Succession Capital Markets Regulatory Experience
Corporate Governance Diversity Investor Relations & Engagement Cybersecurity
Environment, Health, Safety & Sustainability Other Board Experience
3

Skills Matrix
We maintain a skills matrix that identifies expertise and professional background in areas we think are essential for Chemours. The table below lists the areas of expertise for our director nominees.
Curtis V.
Anastasio
Bradley J.
Bell
Richard H.
Brown
Mary B.
Cranston
Curtis J.
Crawford
Dawn L.
Farrell
Erin N.
Kane
Sean D.
Keohane
Mark P.
Vergnano
Core Skills and Experience
Leadership (Strategy and Execution)
x
x
x
x
x
x
x
x
x
Chemical Industry Experience
x
x
x
x
x
x
x
x
Financial Expertise
x
x
x
x
x
x
x
x
x
Global Business Strategy and Management
x
x
x
x
x
x
x
x
x
Global Business Operations
x
x
x
x
x
x
x
x
x
Corporate Governance
x
x
x
x
x
x
x
x
x
Other Board Experience
x
x
x
x
x
x
x
x
x
Technological Innovation
x
x
x
x
x
x
x
x
Compensation & Succession
x
x
x
x
x
x
x
x
x
Risk Management
x
x
x
x
x
x
x
x
x
Environmental, Health, Safety and Sustainability
x
x
x
x
x
x
x
Additional Experience
Marketing
x
x
x
x
x
x
Business Development
x
x
x
x
x
x
x
Mergers & Acquisitions
x
x
x
x
x
x
x
Capital Markets
x
x
x
x
Investor Relations & Engagement
x
x
x
x
x
x
x
x
Information Technology
x
x
x
Logistics & Supply Chain
x
x
x
x
Legal Expertise
x
x
Regulatory Experience
x
x
x
x
Cybersecurity
x
x
Diversity
Gender
x
x
x
Ethnicity
x
4

Director Nominees
  
  
[MISSING IMAGE: PH_CURTIS-ANASTASIO.JPG]
Director Since: 2015
Committee Memberships: Audit, Nominating and Corporate Governance
Term of Office Expires: 2020
Age: 63
Business Experience:

President, Chief Executive Officer and Executive Director of NuStar GP Holdings, LLC (2006 to 2013)

President, Chief Executive Officer and Executive Director of NuStar Energy, L.P. (2001 to 2013)
Other Boards and Positions

Chairman, GasLog Partners LP (2014 to present)

Par Pacific Holdings, Inc. (2014 to present)

Federal Reserve Bank of Dallas (2014 through 2019)
Mr. Anastasio has significant leadership experience as both an executive officer and board member of public companies. Through his experience as a former chief executive officer, he is able to provide the Board with valuable insight on global business management and financial matters. Mr. Anastasio’s knowledge of financial matters is further enhanced by his role as audit committee chairman of Par Pacific Holdings, Inc. and as a Director and member of the Audit Committee of the Federal Reserve Bank of Dallas. He also has valuable experience in marketing, business development and logistics.
Curtis V. Anastasio
[MISSING IMAGE: PH_BRADLEYJBELL-BWLR.JPG]
Director Since: 2015
Committee Memberships: Audit (Chair), Compensation and Leadership Development
Term of Office Expires: 2020
Age: 67
Business Experience:

Executive Vice President and Chief Financial Officer, Nalco Holding Company (2003 to 2010)

Senior Vice President and Chief Financial Officer of Rohm and Haas Company (1997 to 2003)
Other Boards and Positions

Director, Hennessy Capital Acquisition Corporation IV (HCAC)
HCAC I (2014 to 2015)
HCAC II (2015 to 2017)
HCAC III (2017 to 2018)
HCAC IV (2018 to present)

Momentive Performance Materials Holdings Inc. (2014 to 2019)

Compass Minerals International, Inc. (2003 to 2015)

IDEX Corporation (2001 to 2015)
Through his over 35 years of executive experience in the technology, manufacturing and chemicals industries, Mr. Bell has developed financial expertise and experience in mergers and acquisitions, private equity and capital markets transactions. His experience includes over 12 years of experience as a chief financial officer of a publicly traded company, during which he obtained significant financial management and reporting expertise. Mr. Bell has over 30 years of experience as a director of multiple public companies, which allows him to bring the Board substantial knowledge of corporate governance, compensation design, shareholder relations, risk management and succession planning.
Bradley J. Bell
5

  
  
[MISSING IMAGE: PH_RICHARD-BROWN.JPG]
Director Since: 2015
Committee Memberships: Chairman of the Board
Term of Office Expires: 2020
Age: 72
Business Experience:

Chair and Chief Executive Officer, Electronic Data Systems (EDS), (1999 to 2003)

Chief Executive Officer, Cable & Wireless PLC (1996 to 1999)

Chief Executive Officer, H&R Block Inc. (1995 to 1996)

Chief Executive Officer, Illinois Bell Telephone Company (1990 to 1995)
Other Boards and Positions

Chairman, The Chemours Company (2015 to present)

Chairman, Browz, LLC (2005 to 2019)

E. I. du Pont de Nemours and Company (2001 to 2015)

The Home Depot, Inc. (2000 to 2006)

Vivendi Universal (2000 to 2002)

Seagram Co Ltd. (1997 to 2000)

Trustee Emeritus, Ohio University Foundation

Member, Business Roundtable, the President’s Advisory Committee on Trade and Policy Negotiations, the U.S.-Japan Business Council, the French-American Business Council, and the President’s National Security Telecommunications Advisory Committee
From his experiences as the chief executive officer and chairman of the board of several large public companies, Mr. Brown has valuable knowledge in the areas of global business management and operations, as well as the chemicals industry, corporate governance, financial matters, information technology, investor relations and supply chain logistics. His past experience serving as a public company chairman and his knowledge of the chemicals industry make Mr. Brown uniquely qualified to be the Chairman of the Board.
Richard H. Brown
[MISSING IMAGE: PH_MARY-CRANSTON.JPG]
Director Since: 2015
Committee Memberships: Audit, Nominating & Corporate Governance (Chair)
Term of Office Expires: 2020
Age: 72
Business Experience:

Senior Partner and Chair Emeritus, Pillsbury Winthrop Shaw Pittman (2007 to 2011); Chair and Chief Executive Officer (1999 to 2006)
Other Boards and Positions

McAfee, Inc. (2018 to present)

MyoKardia, Inc. (2016 to present)

Visa, Inc. (2007 to present)

Exponent, Inc. (2010 to 2014)

International Rectifier Corporation (2008 to 2015)

Juniper Networks, Inc. (2007 to 2015)

GrafTech International Ltd (2000 to 2014)
Ms. Cranston brings leadership experience and expertise in financial matters, risk management, legal matters and corporate governance. She has over 30 years of experience in mergers and acquisitions as a legal advisor and oversaw two large mergers while she was the chief executive officer of Pillsbury. Ms. Cranston also has experience in the areas of trade, antitrust, telecommunications, SEC enforcement and environmental law. Through her board memberships, she has dealt with cybersecurity issues, stockholder activism and board engagement with shareholders.
Mary B. Cranston
6

  
  
[MISSING IMAGE: PH_CURTIS-CRAWFORD.JPG]
Director Since: 2015
Committee Memberships: Audit, Compensation and Leadership Development (Chair)
Term of Office Expires: 2020
Age: 72
Business Experience:

President and Chief Executive Officer, XCEO, Inc. (2003 to present)

President and Chief Executive Officer, Onix Microsystems and Zilog Inc.
Other Boards and Positions

ON Semiconductor (1999 to Present)

E. I. du Pont de Nemours and Company (1998 to 2015)

Xylem Inc. (2011 to present)

ITT Corp.

Agilysys

Lyondell Petrochemical (1998 to 2015)

Author of three books on leadership and corporate governance

B. Kenneth West Lifetime Achievement Award, National Association of Corporate Directors (NACD), (2011)

Outstanding Director, Financial Times (ODX) (2019)
Dr. Crawford has more than 20 years of board experience and has developed an expertise in corporate governance and boardroom leadership. As an executive of several companies, he gained experience in a range of fields including technological innovation and the chemicals industry. Dr. Crawford has developed comprehensive risk management programs for major corporations and also has substantial experience in financial matters, executive compensation and succession planning. From his experience as the president and chief executive officer of a consulting firm, he provides the Board with a unique perspective on corporate governance matters.
Curtis J. Crawford
[MISSING IMAGE: PH_DAWN-FARRELL.JPG]
Director Since: 2015
Committee Memberships:
Compensation and Leadership Development, Nominating and Corporate Governance
Term of Office Expires: 2020
Age: 60
Business Experience:

President and Chief Executive Officer, TransAlta Corporation (2012 to present);

Chief Operating Officer, TransAlta Corporation (2009 to 2011); Executive Vice President, Commercial Operations and Development (2007 to 2009)

Executive Vice President of Generation, BC Hydro (2003 to 2006)
Other Boards and Positions

Business Council of Alberta
From her role as both chief executive officer and board member of a public company, Mrs. Farrell gives the Board important insight in the areas of leadership, global business management and operations, shareholder relations, risk management and financial matters. Mrs. Farrell has substantial experience in strategy, generation operations, large acquisitions, implementing environmental, health and safety programs, negotiating major regulatory deals and financing.
Dawn L. Farrell
7

  
  
[MISSING IMAGE: PH_ERINNKANE-BWLR.JPG]
Director Since: 2019
Committee Memberships: Audit, Compensation and Leadership Development
Term of Office Expires: 2020
Age: 43
Business Experience:

President and Chief Executive Officer, AdvanSix (2016 to present)

Vice President and General Manager, Resins and Chemical, Honeywell (2014 to 2016); Business Director, Chemical Intermediates, (2011 to 2014); Global Marketing Manager, Resins and Chemicals (2008 to 2011); Global Marketing Manager, Authentication Technologies Business (2006 to 2008); Product Marketing Manager, Specialty Additives Business (2004 to 2006); Six Sigma Blackbelt Specialty materials (2002 – 2004)

Six Sigma and Process Engineering, Elementis Specialties and Kvaerner Process prior to 2004
Other Boards and Positions

American Institute of Chemical Engineers (2019 to present)

American Chemistry Council (2017 to present)
Ms. Kane led the spin-off of AdvanSix into an independent, NYSE-listed public company, including the appointment of an executive team, oversight of global business operations and strategy, creation of a best-practices corporate governance regime and Board of Directors function, structuring of compensation and succession planning, and the development of ERM and HSE programs.
Erin N. Kane
[MISSING IMAGE: PH_SEANDKEOHANE-BWLR.JPG]
Director Since: 2018
Committee Memberships:
Compensation and Leadership Development, Nominating and Corporate Governance
Term of Office Expires: 2020
Age: 52
Business Experience:

President and CEO, Cabot Corporation (2016 to present)

EVP, President, Reinforcement Materials, Cabot Corporation (2014 to 2016); SVP, President, Performance Chemicals (2012 to 2014); General Manager, Performance Chemicals (2008 to 2012); Vice President (2005 to 2008); joined Cabot Corporation (2002)

General Management positions, Pratt & Whitney, a division of United Technologies, prior to 2002
Other Boards and Positions

American Chemistry Council (2016 to Present)
Mr. Keohane has a deep understanding of Cabot’s businesses, strong knowledge of the chemicals industry and significant experience in management, strategic planning, manufacturing, international business and marketing.
Sean D. Keohane
8

  
  
[MISSING IMAGE: PH_MARKPVERGNANO-BWLR.JPG]
Director Since: 2015
Committee Memberships: President & CEO
Term of Office Expires: 2020
Age: 62
Business Experience:

President and Chief Executive Officer, The Chemours Company (2015 to present)

Executive Vice President, DuPont, E.I. du Pont de Nemours and Company (2009 to 2015);

Group Vice President, Safety & Protection DuPont, E.I. du Pont de Nemours and Company (2006 to 2009); Vice President and General Manager —  Surfaces and Building Innovations (2005 to 2006); Vice President and General Manager — Nonwovens (2003 to 2005); Assignments in manufacturing, technology, marketing, sales and business strategy prior to 2003; Joined DuPont in 1980 as a process engineer
Other Boards and Positions:

Chairman (Present); Director, American Chemistry Council (2015 to 2019)

Chairman, National Safety Council (2017 to 2019); Director (2007 to present)

Johnson Controls International plc (2016 to present); Johnson Controls, Inc. (2011 to 2016)
Mr. Vergnano has substantial leadership experience in the chemicals industry and in global business management and operations. He also brings knowledge and experience in technological innovation, risk management, corporate governance and financial matters. Through his former role with DuPont and his current role as the Company’s President and Chief Executive Officer, Mr. Vergnano has substantial knowledge of the Company and its industry.
Mark P. Vergnano
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF ITS NINE
DIRECTOR NOMINEES.
9

CORPORATE GOVERNANCE
Corporate Governance Highlights

Declassified Board in 2016  —  all directors elected annually

8 of 9 director nominees are independent

Highly qualified directors reflect broad and diverse mix of business backgrounds, skills and experiences  —  Skills Matrix added in 2019

Independent Board Chairman

All of the Audit Committee members are “audit committee financial experts”

Majority voting for uncontested elections with a director resignation policy

Executive sessions of independent directors at each regularly scheduled Board meeting

Clawback and Anti-Hedging policies

Directors and Officers must meet share ownership guidelines

No director may stand for re-election after reaching age 75

Annual Board and Committee self-evaluations

Board Refreshment — onboarded new directors in 2018 and 2019

Diversity — increased to 44% Board member diversity based on gender and ethnicity

Commitment to Corporate Responsibility — see highlights on page 11
Corporate Governance Practices
The Board is committed to the highest standards of corporate governance, which is essential for sustained success and long-term shareholder value.
In light of this goal, the Board has adopted the Corporate Governance Guidelines, which provide the framework for the Board’s corporate governance. The Nominating and Corporate Governance Committee of the Board reviews and assesses the Corporate Governance Guidelines annually and recommends changes to the Board as appropriate. Among other things, the Corporate Governance Guidelines provide that:

Independent directors will meet regularly in executive session in conjunction with regularly scheduled Board meetings

Directors have access to the Company’s management and advisors, and are encouraged to visit the Company’s facilities. Our Board has visited two manufacturing facilities

As necessary and appropriate, the Board and its Committees may retain outside legal, financial or other advisors

The Board will make an annual self-evaluation of its performance with a particular focus on overall effectiveness

Directors will avoid any actual or potential conflicts with the interests of the Company, and if any actual or potential conflict develops, will report all facts to the Board so that the conflict may be resolved or the director may resign

Shareholders and others interested in communicating directly with the Board, Chair or other outside director may do so by writing in care of the Corporate Secretary. The Board’s independent directors have approved procedures for handling such correspondence received by the Company and addressed to the Board
The Corporate Governance Guidelines, along with the Charters of the Board Committees, the Company’s Code of Conduct, Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Controller, and Code of Business Conduct and Ethics for the Board of Directors are available on the Company’s website at www.chemours.com, under the heading “Investor Relations” and then “Corporate Governance.”
10

Corporate Responsibility Commitment Highlights

Published our first Corporate Responsibility Commitment Report compliant with the GRI Core reporting requirements

Submitted our first Communication on Progress to the United Nations Global Compact

Reported our baseline for measuring progress on achieving our 2030 Corporate Responsibility Commitment Goals

Submitted our first response to the CDP for climate change reporting

Refreshed mapping our Corporate Responsibility Commitment goals to the United Nations Sustainable Development Goals

Invested more than $100 million combined at our Fayetteville Works and Dordrecht plants to reduce air and water emissions

Upgraded steam supply for our New Johnsonville plant from third-party coal boiler to natural-gas turbines, achieving ~145,000 metric-ton reduction in greenhouse gas (GHG) emissions per year

Chemours’ Future of Chemistry Scholarships program awarding scholarships for students committed to obtaining degrees in STEM at historically black colleges and universities

In 2019, Chemours Fellow John Sworen wins the prestigious Society of Chemical Industry’s Perkin Medal for developing non-fluorinated, renewably sourced durable water repellents

Named to Newsweek’s 2020 list of America’s Most Responsible Companies

Certified as a great workplace by independent analysts at Great Place to Work®

Recognized by the Association of American Railroads for the third year in a row as a safe shipper of hazardous materials with the Non-Accident Release Grand Slam Award
Sustainability Leadership Award from the American Chemistry Council for the development of Opteon™, our industry-leading, sustainable family of refrigerant
products
Our 2030 Corporate Responsibility Commitment Goals
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To view our Corporate Responsibility Commitment Report and learn more about our goals, go to:
https://www.chemours.com/our-company/corporate-responsibility/
11

Board Oversight of Corporate Responsibility
Because environmental, social, and governance (ESG) matters are integral to the growth and success of the Company, we believe that oversight of these sustainability matters belongs at the full Board level instead of relegating them to any one particular committee. Our full Board is responsible for the oversight of our Corporate Responsibility strategy, standards, goals and performance. We believe this level of oversight provides the best avenue to integrate ESG risks and opportunities into our overall business strategy, and it helps us meet the changing demands of all our stakeholders — customers, partners, investors, employees and communities.
Corporate Responsibility is embedded in our business processes, guides how we manage and operate our manufacturing sites, and inspires the new products and offerings we bring to market. Our growth strategy is directly linked to Corporate Responsibility so that we aim not only to grow, but to grow responsibly.
Proposed corporate transactions and overall corporate strategy are reviewed by the full Board with input from management on ESG risks and opportunities. Our Board receives regular updates from senior management on Corporate Responsibility matters, including environmental, health and safety (EHS), social issues, regulatory actions and product stewardship. Under the oversight of our Board, senior management continues to execute on our Corporate Responsibility commitments which focus on three key pillars — inspired people, a shared planet, and an evolved portfolio. With the Board’s guidance, we have developed and are advancing progress on goals for climate change, water stewardship, waste management, diversity and inclusion, safety, product sustainability and sustainable sourcing.
Board Leadership Structure
Mr. Richard H. Brown serves as the Chairman of the Board. The Company’s governing documents allow the roles of Chairman and Chief Executive Officer (“CEO”) to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separated or combined based upon the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. If the Board does not have an independent chairperson, the Board will appoint a Lead Independent Director and determine the Lead Independent Director’s duties and responsibilities. The Board will periodically consider the advantages of having an independent
Chairman or a combined Chairman and CEO and is open to different structures as circumstances may warrant.
At this time, the Board has determined that separating the roles of Chairman and CEO serves the best interests of Chemours and its shareholders. The Company’s CEO and senior management, working with the Board, set the strategic direction for Chemours, and the CEO provides day-to-day leadership. The independent Chairman leads the Board in the performance of its duties and serves as the principal liaison between the independent directors and the CEO.
Director Independence
The Nominating and Corporate Governance Committee of the Board is responsible for reviewing the qualifications and independence of members of the Board and its various Committees on a periodic basis, as well as the composition of the Board as a whole. This assessment includes members’ qualifications as independent, as well as, consideration of skills and experience in relation to the needs of the Board. Director nominees are
recommended to the Board by the Nominating and Corporate Governance Committee in accordance with the policies and principles in its Charter. The ultimate responsibility for selection of director nominees resides with the Board. The qualifications that the Board considers when nominating directors is discussed in more detail under “Director Nominees and Director Qualification Standards” in this Proxy Statement.
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Independent Directors
The Board assesses the independence of directors and examines the nature and extent of any relations between the Company and directors, their families and their affiliates. The Corporate Governance Guidelines provide that a director is “independent” if he or she satisfies the New York Stock Exchange (“NYSE”) Listing Standards on director independence and the Board affirmatively determines that the director has no material relationship with the
Company (either directly, or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has determined that, with the exception of Mr. Vergnano, the Company’s CEO, each of the directors  —  Curtis V. Anastasio, Bradley J. Bell, Richard H. Brown, Mary B. Cranston, Curtis J. Crawford, Dawn L. Farrell, Erin N. Kane and Sean D. Keohane  —  is independent.
Independent Committees
All members serving on the Audit Committee, the Compensation and Leadership Development Committee and the Nominating and Corporate Governance Committee must be independent as defined by the Corporate Governance Guidelines.
In addition, Audit Committee members must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) relating to audit committees. Each Compensation and Leadership Development
Committee member must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees, and be a “non-employee director” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Board has determined that each member of the Audit Committee, the Compensation and Leadership Development Committee and the Nominating and Corporate Governance Committee meets the requisite independence and related requirements.
Oversight of Risk Management
The Board of Directors is responsible for oversight of risk management and its leadership structure supports its effective oversight of the Company’s risk management. In fulfilling its oversight responsibility, the Board receives various management and Board Committee reports and engages in periodic discussions with the Company’s officers, as it may deem appropriate. In addition, each of the Board Committees considers the risks within its areas of responsibility. For example, the Audit Committee focuses on risks inherent in the Company’s accounting, financial reporting and internal controls and reviews the Company’s cybersecurity and information security programs; and the Compensation and Leadership Development Committee considers the risks that may be implicated by the Company’s incentive compensation program. The Compensation and Leadership Development Committee’s assessment of risk related to compensation practices is discussed in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement. The Nominating and Corporate Governance Committee provides oversight regarding the Company’s policies on political contributions and lobbying expenses. The
Nominating and Corporate Governance Committee is also responsible for reviewing transactions between the Company and related persons, which is discussed in more detail under “Certain Relationships and Transactions” in this Proxy Statement.
Pursuant to its Charter, the Audit Committee assists the Board of Directors in oversight of the Company’s compliance with legal and regulatory requirements. In fulfilling this role, the Audit Committee reviews with the Company’s General Counsel or the attorney(s) designated by the General Counsel, any legal matters that may have a material impact on the Company’s financial statements. The Audit Committee also meets at least annually with the Chief Financial Officer (“CFO”) and other members of management, as the Audit Committee deems appropriate, to discuss in a general manner the policies and practices that govern the processes by which major risk exposures are identified, assessed, managed and controlled on an enterprise-wide basis. The Audit Committee reviews and discusses with management the Company’s cybersecurity and information security programs. Additionally, on a
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general basis not less than annually, the Audit Committee reviews and approves the Company’s decisions, if any, to enter into swaps, including
security-based swaps, in reliance on the “end-user” exception from mandatory clearing and exchange trading requirements.
Succession Planning
The Board plans for succession to the position of CEO. The Compensation and Leadership Development Committee, on behalf of the Board, oversees the succession planning process. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO, as well
as, perspective on potential candidates from outside the Company. The Board has available, on a continuing basis, the CEO’s recommendation should he or she be unexpectedly unable to serve.
The CEO also provides the Board with an assessment of potential successors to key positions.
Director Education
New directors participate in an orientation process to become familiar with the Company and its strategic plans and businesses, significant financial matters, core values including ethics, compliance programs, corporate governance practices and other key policies and practices through a review of
background materials, meetings with senior executives and visits to Company facilities. The Nominating and Corporate Governance Committee is responsible for providing guidance on directors’ continuing education, and actively monitors and encourages director education opportunities.
Code of Conduct
The Company is committed to high standards of ethical conduct and professionalism, and the Company’s Code of Conduct confirms the commitment to ethical behavior in the conduct of all activities.
In furtherance of this commitment, the Company has adopted a Code of Conduct, a Code of Business Conduct and Ethics for the Board of Directors, and a Code of Ethics for the CEO, CFO and Controller.

The Code of Conduct applies to all directors, officers (including the CEO, CFO and Controller) and employees of Chemours, and it sets forth the Company’s policies and expectations on a number of topics including avoiding conflicts of interest, confidentiality, insider trading, protection of Chemours and customer property, and providing a proper and professional work environment. The Code of Conduct sets forth a worldwide toll-free and Internet-based ethics hotline, which employees can use to communicate any ethics-related concerns, and the Company provides training on ethics and compliance topics for employees

The Code of Business Conduct and Ethics for the Board of Directors applies to all directors, and is intended to (i) foster the highest ethical
standards and integrity; (ii) focus the Board and each director on areas of potential ethical risk and conflicts of interest; (iii) guide directors in recognizing and dealing with ethical issues; (iv) establish reporting mechanisms; and (v) promote a culture of honesty and accountability

The Code of Ethics for the CEO, CFO and Controller applies to those three executive officers. This Code sets forth the standards of conduct that the CEO, CFO and Controller must uphold while performing his or her duties

Each year, the Company trains 100% of its employees on the Code of Conduct

In order to continuously improve and evolve its compliance program, the Company engages in regular risk assessments and conducts root cause analyses of any confirmed instances of ethical misconduct
In fiscal year 2019, there were no waivers of any provisions of  (i) the Code of Conduct; (ii) the Code of Business Conduct and Ethics for the Board of Directors; or (iii) the Code of Ethics for the CEO, CFO and Controller. In the event the Company amends or waives any provision of any Code of
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Conduct or Code of Ethics that relates to any element of the definition of    “code of ethics” enumerated in Item 406(b) of Regulation S-K
promulgated under the Exchange Act, the Company intends to disclose these actions on the Company website at www.chemours.com.
Shareholder Engagement
We maintain a very active and broad-based investor relations outreach program to solicit input and to communicate with shareholders on a variety of topics related to our business and strategy. We also speak to shareholders about governance matters, including our corporate governance profile and our corporate responsibility commitments. Throughout the year, our investor relations team and some of our executive officers and other key employees speak with shareholders at investor conferences, in-person meetings and phone conversations.
In 2018, we proposed and recommended that shareholders vote in favor of eliminating the provisions in our Certificate of Incorporation that require an 80% supermajority vote of shareholders. Despite the Company’s significant efforts and the time and expense associated with the solicitation, the vote to eliminate the supermajority provisions fell significantly short of the 80% threshold (receiving the support of only 73.8% of the outstanding shares).
In order to assess the interest in our shareholders of considering and voting upon this proposal if made at the Annual Meeting, and the likelihood of its passing if made, at the direction of the Nominating and Corporate Governance Committee of our Board we specifically increased our outreach efforts beyond active investors by contacting the top 40 largest
shareholders that typically do not engage with us. A few of the shareholders contacted (a small minority) responded to indicate that they generally view the removal of such provisions as good corporate governance. The significant majority of our shareholders have not raised the supermajority voting provisions as an area of concern. Therefore, due to the time and expense associated with resubmitting another supermajority proposal, combined with the unlikelihood of meeting the high voting standard, our Board, at the recommendation of the Nominating and Corporate Governance Committee, determined not to resubmit the proposal at the Annual Meeting. In making that determination, the Board believed, including based on feedback from our shareholders, that the supermajority provisions are not being used as a tool to entrench management and instead that such provisions are appropriate in light of recent concentration in ownership of our common stock.
We will continue to engage with shareholders on business, strategy, governance and other relevant topics. If shareholders express a significant desire to revisit the supermajority voting provisions, we would consider to again submit a proposal to remove them at our 2021 Annual Meeting of Shareholders.
Policy on Hedging Transactions
We have adopted a policy that prohibits all officers and directors and all employees that receive or have access to material nonpublic information about the Company from engaging in transactions in publicly traded options, puts, calls or other derivative
securities and from entering into hedges or swaps involving the Company’s securities. Officers and Directors are also prohibited from pledging Chemours securities as collateral for a loan without special exception.
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BOARD STRUCTURE AND COMMITTEE COMPOSITION
The Board has nine Directors and three standing Committees: the Audit Committee, the Compensation and Leadership Development Committee, and the Nominating and Corporate Governance Committee.
The table below reflects the current membership of each Committee and the number of meetings held by each Committee during fiscal year 2019. Richard H. Brown, as Chairman of the Board, and Mark P. Vergnano, as President and Chief Executive Officer, are not members of any Committee.
Audit Committee
Compensation and Leadership
Development Committee
Nominating and
Corporate Governance
Committee
Curtis V. Anastasio
X
X
Bradley J. Bell
C
X
Mary B. Cranston
X
C
Dr. Curtis J. Crawford
X
C
Dawn L. Farrell
X
X
Erin N. Kane
X
X
Sean D. Keohane
X
X
2019 Meetings
4
7
5
X = Member
C = Chair
The Board met 9 times during fiscal year 2019. Each of the directors attended over 75% of the Board meetings and meetings of the Committees on which they served. The Company’s Corporate Governance Guidelines provide that directors are expected to attend meetings of the Board, its Committees on which they serve, and the Annual Meeting of Shareholders.
Each Committee operates under a written charter. The Charters are available on the Company’s corporate website, www.chemours.com, under the heading “Investor Relations” and subheading “Corporate Governance.” The principal functions of each Committee are summarized below.
Audit Committee
The responsibilities of the Audit Committee are more fully described in the Audit Committee Charter and include, among other duties, the fulfillment of its and the Board’s oversight responsibilities relating to:

The integrity of the financial statements of the Company

The qualifications and independence of the Company’s independent auditor, and in connection with the Committee’s oversight in this regard, the Chair of the Audit Committee is engaged in the selection process for the audit engagement partner

The performance of the Company’s internal audit function and independent auditors

Compliance by the Company with legal and regulatory requirements

Conducting an annual Committee self-assessment and an assessment of the independent audit firm, and reporting the results to the full Board
The Audit Committee consists entirely of independent directors, and each meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. Each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment. Additionally, the Board of Directors has determined, in its business judgment, that each member of the Audit Committee is an “audit committee financial expert” for purposes of the rules of the SEC.
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Compensation and Leadership Development Committee
The responsibilities of the Compensation and Leadership Development Committee are more fully described in the Compensation and Leadership Development Committee Charter and include, among other duties:

Assess current and future senior leadership talent, including their development and the succession plans of key management positions (other than CEO)

Assist the Board in CEO succession planning, including providing oversight of the CEO’s succession planning process

Review the Company’s programs for executive development, performance and skills evaluations

Conduct an annual review of the Company’s diversity talent, as well as, diversity representation on the slate for key positions

Oversee the performance evaluation of the CEO based on input from other independent directors versus Board-approved goals and objectives

Recommend to the independent members of the Board the compensation, including severance agreements as appropriate, for the CEO

Review and approve compensation and employment arrangements, including equity compensation plans, bonus plans and severance agreements as appropriate, of the CEO and other senior executive officers

Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk. Review and approve the Compensation Discussion and Analysis and the Committee report, and other executive compensation disclosures, as required by the SEC to be included in the Company’s Proxy Statement or applicable SEC filings

Review the voting results of any say-on-pay or related shareholder proposals

Conduct an annual Committee self-assessment and an assessment of the independent compensation consultant and report the results to the full Board
The Compensation and Leadership Development Committee consists entirely of independent directors, and each member meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees; and is a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2019, none of the members of the Compensation and Leadership Development Committee was an officer or employee of the Company. No executive officer of the Company served on the compensation committee (or other
board committee performing equivalent functions) or on the board of directors of any company having an executive officer who served on the Compensation and Leadership Development Committee or the Board.
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Nominating and Corporate Governance Committee
The responsibilities of the Nominating and Corporate Governance Committee are more fully described in the Nominating and Corporate Governance Committee Charter and include, among other duties:

Develop and recommend to the Board of Directors a set of corporate governance guidelines for the Company

Identify individuals qualified to become Board members consistent with criteria approved by the Board and recommend to the Board nominees for election as directors of the Company, including nominees whom the Board proposes for election as directors at the Annual Meeting

Review and approve any transaction between the Company and any related person in accordance with the Company’s policies and procedures for transactions with related persons

Oversee the Company’s corporate governance practices, including reviewing and
recommending to the Board of Directors for approval any changes to the Company’s Code of Conduct, Certificate of Incorporation, Bylaws and Committee Charters

Conduct an annual assessment of the Committee’s performance, oversee the self-evaluation process of the entire Board of Directors and its other Committees, establish the evaluation criteria, implement the process and report its findings on the process to the Board of Directors
The Nominating and Corporate Governance Committee consists entirely of independent directors, and each meets the independence requirements set forth in the NYSE Listing Standards.
18

DIRECTOR COMPENSATION
Overview
Non-employee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of shareholders. The Nominating and Corporate Governance Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation.
During fiscal year 2019, non-employee directors were entitled to the following annual retainers:
Fiscal Year 2019 Director Retainers
Annual Retainer(1) $ 100,000
Annual Equity Award(2) $ 145,000
Non-Executive Chairman Retainer(1) $ 110,000
Audit Committee Chair Retainer(1) $ 20,000
Compensation and Leadership Development Committee Chair Retainer(1) $ 15,000
Nominating and Corporate Governance Committee Chair Retainer(1) $ 15,000
(1)
Amounts payable in cash may be deferred pursuant to The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (the “Directors Deferred Compensation Plan”), which is described further below.
(2)
Equity awards are valued as of the grant date and rounded up to the nearest whole share. For 2019, equity awards were in the form of shares of common stock or deferred stock units (DSUs) that convert into shares of common stock when a director leaves the Board. Before DSUs are converted into shares, directors are not entitled to dividends on the DSUs, but they receive dividend equivalents (credited in the form of additional DSUs) that likewise are converted into shares (with any fractional share paid in cash) upon termination of service.
The above fees assume service for a full year. Directors who serve for less than the full year are entitled to receive a pro-rated portion of the applicable payment. Each “year,” for purposes of non-employee director compensation, begins on the date of the Company’s annual meeting of shareholders. The Company does not pay meeting fees, but does pay for or reimburse directors for reasonable travel expenses related to attending Board, Committee, educational and Company business meetings.
For 2019, the Nominating and Corporate Governance Committee recommended after consultation with the independent compensation consultant Willis Towers Watson, and the Board approved, changes to the annual amount of the non-employee director equity compensation. Effective May 1, 2019, non-employee directors received a $145,000 equity award. The Board believes the compensation program is in the best interest of the Company and designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of shareholders.
The Board has adopted share ownership guidelines applicable to non-employee director equity awards. The share ownership guidelines, contained in the Corporate Governance Guidelines, require non-employee directors to hold at least six (6) times the cash portion of their annual retainer worth of Chemours common stock, restricted stock units (RSUs) and/or DSUs while serving as a director. Non-employee directors will have five (5) years to attain this ownership threshold from the time of their election to the Board.
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The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors
Under the Stock Accumulation and Deferred Compensation Plan for Directors, a director is eligible to defer all or part of his or her Board retainer and Committee Chair fees in cash or stock units until a future year or years, payable in a lump sum or equal annual installments. Interest will accrue on deferred cash payments, and dividend equivalents will accrue on deferred stock units. This deferred compensation is an unsecured obligation of the Company.
2019 Director Compensation Table
The following table shows information concerning the compensation paid in fiscal year 2019 to non-employee directors:
Director(1)
Fees Earned or
Paid in Cash
($)(2)
Equity Awards
($)(3)
Total
($)
Curtis V. Anastasio 100,000 145,000 245,000
Bradley J. Bell 120,000 145,000 265,000
Richard H. Brown 210,000 145,000 355,000
Mary B. Cranston 115,000 145,000 260,000
Curtis J. Crawford 115,000 145,000 260,000
Dawn L. Farrell 100,000 145,000 245,000
Erin N. Kane(4) 50,000 145,000 195,000
Sean D. Keohane 100,000 145,000 245,000
(1)
During fiscal year 2019, Mr. Vergnano was an employee of the Company and, as such, did not receive separate or additional compensation for his service as a director. See “Executive Compensation” in this Proxy Statement for information relating to the compensation paid to Mr. Vergnano during fiscal year 2019.
(2)
Column reflects all cash compensation earned during fiscal year 2019, whether or not payment was deferred pursuant to the Directors Deferred Compensation Plan.
(3)
This column represents the dollar amount recognized for financial statement reporting purposes with respect to fiscal year 2019 in accordance with FASB ASC 718 as the grant date fair value of compensation earned by directors in the form of DSUs of Chemours common stock or shares of common stock. This value is determined by dividing the annual equity award amount by the closing share price on the date of grant and rounding up to the next whole share, then multiplying by the closing share price on the grant date.
(4)
Ms. Kane was appointed to the Board in June 2019.
The aggregate number of RSUs and DSUs held by each non-employee director at fiscal year-end is as follows:
Name
Aggregate Equity Awards
Outstanding as of December 31, 2019
Curtis V. Anastasio 31,291
Bradley J. Bell 34,152
Richard H. Brown 68,586
Mary B. Cranston 34,152
Curtis J. Crawford 68,586
Dawn L. Farrell 34,152
Erin N. Kane 7,825
Sean D. Keohane 7,193
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Directors and Management
The following table sets forth information with respect to the beneficial ownership of Chemours’ common stock as of March 2, 2020 by each of the Company’s directors and nominees, named executive officers, and all directors and executive officers as a group.
Amount and nature of beneficial ownership:
Name of beneficial owner
Direct(1)
Indirect(2)
Right to
acquire(3)
Total
Percent of
class
Mark P. Vergnano 242,353 512,076 1,495,209 2,249,638 1.37%
Mark E. Newman 130,844 2,480 490,237 623,561 *
Sameer Ralhan 253,137 0 187,093 440,230 *
E. Bryan Snell 130,891 0 220,757 351,648 *
Edwin Sparks 8,290 0 15,254 23,544 *
David C. Shelton 109,712 492 142,329 252,533 *
Curtis V. Anastasio 2,692 3,500 31,291 37,483 *
Bradley J. Bell 0 20,400 38,809 59,209 *
Richard H. Brown 20,000 0 100,397 120,397 *
Mary B. Cranston 2,834 0 34,152 36,986 *
Curtis J. Crawford 30 47 82,898 82,975 *
Dawn L. Farrell 0 0 34,152 34,152 *
Erin N. Kane 0 0 7,825 7,825 *
Sean D. Keohane 0 0 7,193 7,193 *
Directors, nominees and executive officers as a group (16 persons)
958,176 538,995 2,974,692 4,471,863 2.72%
*
Indicates ownership of less than 1% of the outstanding shares of Chemours common stock. Each of the Company’s executive officers and directors may be contacted at 1007 Market Street, Wilmington, DE 19801.
(1)
Shares held individually or jointly with others, or in the name of a bank, broker or nominee for the individual’s account.
(2)
Shares over which directors, nominees and executive officers may be deemed to have or share voting or investment power, including shares owned by trusts and certain relatives.
(3)
Shares which directors and executive officers had a right to acquire beneficial ownership of within 60 days from March 2, 2020, through the exercise of stock options or through the conversion of stock units held under the Company’s equity-based compensation plans.
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Security Ownership of 5% Beneficial Owners
Based solely on the information filed on Schedule 13G for the fiscal year ended December 31, 2019, the following table sets forth those shareholders who beneficially own more than five percent of Chemours common stock.
Name and Address of Beneficial Owner
Number of Shares
Beneficially Owned
Percent of Class(4)
FMR LLC(1),
245 Summer Street,
Boston, MA 02210
23,771,750 14.53%
The Vanguard Group(2),
100 Vanguard Blvd.,
Malvern, PA 19355
15,175,950 9.28%
BlackRock, Inc(3),
55 East 52nd Street,
New York, NY 10055
14,471,999 8.85%
(1)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 7, 2020, FMR LLC reported that it had sole voting power with respect to 740,795 shares and sole dispositive power with respect to 23,771,750 shares as of December 31, 2019.
(2)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 12, 2020, The Vanguard Group reported that it had sole voting power with respect to 84,138 shares, shared voting power with respect to 30,231 shares, sole dispositive power with respect to 15,084,043 shares, and shared dispositive power with respect to 91,907 shares as of December 31, 2019.
(3)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 5, 2020, BlackRock, Inc. reported that it had sole voting power with respect to 13,790,209 shares and sole dispositive power with respect to 14,471,999 shares as of December 31, 2019.
(4)
Ownership percentages based on 163,574,243 shares outstanding as of December 31, 2019.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Name
Position
Mark Vergnano President and Chief Executive Officer
Mark Newman(1) Senior Vice President, Chief Operating Officer
Sameer Ralhan Senior Vice President, Chief Financial Officer and Treasurer
Bryan Snell President, Titanium Technologies
Edwin Sparks President, Chemical Solutions and Fluoroproducts
David Shelton Senior Vice President, General Counsel and Corporate Secretary
Paul Kirsch(2) Former President, Fluoroproducts
(1)
Mr. Newman served as Senior Vice President and Chief Financial Officer until June 3, 2019
(2)
Mr. Kirsch served as the President, Fluoroproducts until his separation on October 31, 2019
This Compensation, Discussion and Analysis is organized into five sections:

Executive Summary

Executive Compensation Philosophy and Pay-for-Performance

Executive Compensation Decision Making

2019 Executive Compensation

Company Sponsored Employee Benefits
Executive Summary
2019 Business Highlights
Net sales were $5.5 billion for the year ended December 31, 2019 compared with $6.6 billion for the same period in 2018, reflecting lower prices and volumes across the three segments. In the Fluoroproducts segment, lower volumes and prices were driven by illegal imports of legacy HFC refrigerants into the EU, in violation of the EU’s F-gas regulations; lower volumes were also driven by lower demand for our legacy base refrigerants and polymers, which was driven by softness in global markets, primarily the automotive and electronics markets. In the Titanium Technologies segment, lower TiPure™ volume sales were due to supply chain destocking and share loss in the first half of the year as we implemented our Ti-Pure™ Value Stabilization strategy. In the Chemical Solutions segment, lower prices were mainly driven by raw material cost pass-throughs as stipulated in certain contracts. GAAP Net Income was $(52) million, inclusive of two significant charges in the fourth quarter. These charges were comprised of a $380 million charge related to the transfer of a significant portion of the Netherlands Pension Plan obligations to a third-party asset management firm and a $132 million charge for on-site remediation at our Fayetteville site. Adjusted Net Income was $419 million. Adjusted earnings before interest, income taxes, depreciation, and amortization (“Adjusted EBITDA”) decreased from $1.74 billion in 2018 to $1.02 billion. The decline was primarily attributable to the aforementioned reduced volumes of TiO2 sales and lower fixed cost absorption as we reduced production rates in the Titanium Technologies segment, the aforementioned lower sales volumes and prices and lower F-gas quota authorization sales in the Fluoroproducts segment, and operating issues experienced in the year. These were partially offset by record results in the Chemical Solutions segment.
2019 Results include:

Net Sales of  $5.5 billion

GAAP Net Income of  $(52) million

Adjusted Net Income of  $419 million

Adjusted EBITDA of  $1.02 billion
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Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” starting on page 57 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for a reconciliation of Adjusted EBITDA and Adjusted Net Income to the most directly comparable GAAP measure.
2019 Executive Compensation Highlights
Chemours’ executive pay programs are highly performance-based, with payouts under both the short-term and long-term programs dependent on meeting financial and operational objectives over various performance periods. For 2019, the Compensation and Leadership Development Committee approved certain changes to the programs to better incentivize executives to drive Chemours’ financial performance and long-term stock performance.
Named Executive Officer (“NEO”) Compensation

In early 2019, certain NEOs received adjustments to their base salaries and short / long-term incentive opportunities. The Compensation and Leadership Development Committee believed these changes were appropriate after a careful review of 2018 performance, internal equity, job responsibilities and competitive market data.

During 2019, a number of role changes occurred for NEOs with commensurate changes to compensation. The Compensation and Leadership Development Committee believed these changes were appropriate after a careful review of job responsibilities, internal equity and competitive market data.​

Effective June 3, 2019 Mark Newman was promoted from Senior Vice President and Chief Financial Officer to Senior Vice President and Chief Operating Officer. Sameer Ralhan was promoted to Senior Vice President, Chief Financial Officer and Treasurer.

Effective October 4, 2019 Edwin Sparks was promoted to President, Chemical Solutions and Fluoroproducts.

The employment relationship with Paul Kirsch, former President, Fluoroproducts ended October 31, 2019.
Annual Incentive Plan (“AIP”)

The Compensation and Leadership Development Committee modified the AIP to focus the Business Unit measures on the key performance targets for the year. The weighting of Business Unit Free Cash Flow was increased for all business units. For Fluoroproducts and Chemical Solutions, the metric of Business Adjusted EBITDA was replaced by Business Revenue. For Titanium Technologies, Business Adjusted EBITDA was replaced by a key strategic measure linked to the TiPureTM Value Stabilization project. For Chemours as a whole, the measures remained as Free Cash Flow and Adjusted EBITDA as the Compensation and Leadership Development Committee believes these measures reinforce the importance of earnings and cash generation to the achievement of Chemours’ objectives, as well as their importance to shareholders.

Performance against AIP targets was mixed in 2019. The 2019 financial measures and targets under the AIP, along with results for the year, are listed below. AIP results are reflective of the changing circumstances of the business and macroeconomic challenges. As a result, AIP payouts to NEOs varied based on the performance of Chemours and the individual Business Units. Specifically, Chemours’ and Fluoroproducts’ performances fell below threshold levels and no AIP was paid. Titanium Technologies achieved target performance for the business strategic measure but fell below threshold level for Free Cash Flow. Chemical Solutions exceeded target for Free Cash Flow but fell below threshold level for BU Revenue.
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[MISSING IMAGE: TM2012336D1-BC_PERFORM4CLR.JPG]
Long-Term Incentives

In the Performance Share Unit (“PSU”) Plan, the Compensation and Leadership Development Committee approved Adjusted Net Income as a replacement for Adjusted EPS and Free Cash Flow Conversion as a replacement for Pre-Tax Return on Invested Capital. The new measures are considered more straightforward, more transparent, and provide important indicators of success in delivering long-term shareholder value with a focus on the quality of earnings.

The Compensation and Leadership Development Committee introduced more gradation to the Relative Total Shareholder Return Modifier (“TSR”) and expanded the overall modifier range from 0.75 – 1.25 to 0.5 – 1.5. Aligned to potential lower payouts at the lowered modifier of 0.5, the Compensation and Leadership Development Committee increased the maximum overall payout to 250% should Relative TSR exceed the 75th percentile versus the selected Peer Group.

For the 2019 PSU award, the Compensation and Leadership Development Committee removed the annual performance periods. Reflecting the long-term nature of the plan, the 2019 PSU award is based solely on a three-year performance measurement period. This is a change from previous PSU awards that were based on annual performance periods and an average three-year performance period.

The overall performance result for the 2017 PSU Award was 118%. The payout for this award was based on pre-established annual and three-year targets for Adjusted EBITDA and Pre-Tax Return on Invested Capital (“ROIC”). Under the 2017 PSU Award, performance results were subject to adjustment by Relative TSR over the three-year performance period for performance above the 75th percentile or below the 25th percentile. Over the three-year period ending December 31, 2019, Chemours delivered Relative TSR at the 7th percentile for the peer group described in the section titled “2017 PSU Award Results”. The level of Relative TSR performance resulted in a 0.75 modifier being applied to the 2017 PSU Award payout.​
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Executive Compensation Governance and Best Practices
Chemours’ executive compensation policies and practices demonstrate a commitment to strong governance standards and include features designed to mitigate compensation-related risks. The table below highlights the key features of Chemours’ executive compensation programs and those features that Chemours does not employ:​
What Chemours Does
What Chemours Doesn’t Do

Pay-for-performance

Provide income tax gross-ups, other than for international assignment and / or relocation

Deliver total direct compensation predominantly through variable pay

Re-price underwater stock options

Set challenging short- and long-term incentive award goals

Allow hedging, pledging, short sales, derivative transactions, margin accounts or short-term trading

Target pay and benefits to market competitive levels

Have a liberal share recycling provision in our equity plan

Maintain robust stock ownership requirements

Maintain a clawback policy for incentive-based compensation

Annually review the constituents of Compensation and Performance peer groups and make adjustments as appropriate

Undertake an annual review of compensation risk

Offer limited perquisites

Regularly review compensation, especially incentive compensation to ensure continued alignment with Chemours’ strategy
2019 “Say on Pay” Vote Result
At Chemours’ 2019 Annual Meeting, shareholders approved the Company’s “Say-on-Pay” proposal with 95% of the votes cast in support of the executive compensation program. The Compensation and Leadership Development Committee is committed to regularly reviewing the program in the context of Chemours’ compensation philosophy and will continue to consider shareholder input in evaluating executive compensation program design and decisions.
Executive Compensation Philosophy and Pay-for-Performance
Executive Compensation Philosophy
The objectives of Chemours’ executive compensation philosophy are rooted in:

Promoting a performance-based culture that strongly links executive rewards to shareholder interests and to the Company’s strategic and financial goals

Providing a competitive total compensation opportunity designed to attract, retain and motivate high-performing executive talent
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These objectives are achieved through fixed and variable compensation elements. The Compensation and Leadership Development Committee determines the appropriate balance between these elements in setting the total compensation opportunity for executives:
Element
Purpose and Key Features
Base Salary

Provides a stable source of income and is a standard element in executive compensation packages

Compensates for expected day-to-day contribution

Targeted to be market competitive in order to attract and retain qualified executives

Delivered in cash
Annual Incentive Plan (“AIP”)

Short-term at-risk compensation

Encourages focus on the achievement of annual business goals

Target incentive opportunity is set as a percentage of base salary and awards are earned only after a threshold level of performance is achieved

Maximum payout is capped

Delivered in cash
Long-Term Incentive Program (“LTIP”)

Long-term at-risk compensation

Aligns executives with the long-term interests of shareholders

Provides a total compensation opportunity with payouts varying based on business and stock price performance

Maximum payout is capped

Delivered in stock
Pay Mix at Target
The Committee believes that aligning executive incentive payouts with Chemours’ performance outcomes is critical for shareholders. Accordingly, the targets under the annual and long-term incentive programs represent rigorous performance expectations that are aligned to short and long-term financial and strategic goals.
To reinforce Chemours’ pay-for-performance philosophy, the total compensation program for executives emphasizes at-risk incentive pay and, therefore, fluctuates with financial results and stock price. This approach aligns the pay outcomes of executives with Company performance and shareholder interests. The charts that follow illustrate the percentage of target pay at-risk for the CEO and other NEOs on average.
[MISSING IMAGE: TM2012336D1-BC_CEONEO4CLR.JPG]
87% of CEO target total pay in 2019 was at risk while target total pay for our other NEOs was on average 72% at risk.
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CEO Pay for Performance
The chart below demonstrates the relationship between Mr. Vergnano’s pay and Chemours’ TSR in 2016, 2017, 2018 and 2019. Target Pay ($6 million in 2016, $7.8 million in 2017, $7.9 million in 2018 and $8 million in 2019) refers to the target pay program approved by the Compensation and Leadership Development Committee regarding base salary, annual incentive, and equity awards. Realizable Pay ($18.8 million in 2016, $10.6 million in 2017, $4.0 million in 2018 and $2.6 million in 2019) is defined as actual W-2 base salary pay, actual annual incentive payment for performance in that year (paid in following year), and the value of equity awards at the end of the period. Stock options are valued based on the in-the-money value of options granted during that year (the spread between end-of-year stock price and grant price). Performance Share Units (“PSUs”) are valued based on the number of PSUs awarded during that year (i.e. target # of PSUs), valued at the stock price at the end of the year.
[MISSING IMAGE: TM2012336D1-BC_CEOPAY4CLR.JPG]
The value of Mr. Vergnano’s equity awards varied at the end of each fiscal year based on changes in the stock price from the date of grant. This, combined with variable annual incentive payouts, contributes to different levels of Realizable Pay value. The Compensation and Leadership Development Committee believes the pay outcomes for the CEO are aligned with shareholder interests over the time periods reported.
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Executive Compensation Decision Making
The Chemours Compensation and Leadership Development Committee applies the following factors to guide executive compensation decisions:

Company performance and strategic objectives

Independent external market data

Economic environment for the chemicals industry
The table below summarizes oversight responsibilities and participation in executive compensation decisions:
Compensation and Leadership Development Committee

Establish executive compensation philosophy

Approve incentive compensation programs and determine performance expectations for short-term and long-term incentive programs

Approve all compensation actions for the NEOs, other than the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards

Recommend to the independent directors of the Board, compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
All Independent Board Members

Assess performance of the CEO

Approve all compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
Chief Executive Officer

Provide compensation recommendations for the NEOs (other than the CEO) to the Compensation and Leadership Development Committee, which considers these recommendations as part of its evaluation. However, review, analysis, and final approval of compensation actions are made solely by the Compensation and Leadership Development Committee

Recommendations are based on the CEO’s personal review of each NEO’s performance, job responsibilities, and importance to the Company’s overall business strategy, as well as the Company’s compensation philosophy

In preparing compensation recommendations for the NEOs, the CEO and the SVP, People and Health Services compare each key element of compensation provided to the NEOs to market data and consider the total compensation package

In consultation with the Chief Financial Officer, recommends incentive measures and performance expectations
Independent Consultant to the Compensation and Leadership Development Committee

Provides independent advice, research, and analytical services on a variety of subjects, including compensation of executive officers and executive compensation trends

Participates in meetings as requested and communicates with the Chair of the Compensation and Leadership Development Committee between meetings

Evaluates executive compensation policies and guidelines and provides analysis of policies and guidelines compared to best practices in the industry

Engaged by, and reports directly to the Compensation and Leadership Development Committee
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Independent Compensation Consultant
The Compensation and Leadership Development Committee has engaged Willis Towers Watson as its independent compensation consultant since April 2017. Willis Towers Watson is engaged by and reports directly to the Compensation and Leadership Development Committee, which may replace the firm or hire additional consultants at any time.
The Compensation and Leadership Development Committee and the other independent directors of Chemours’ Board are the sole decision makers for compensation of executive officers.
The Committee has assessed the independence of Willis Towers Watson based on NYSE Listing Standards and SEC rules and concluded that its work does not raise any conflict of interest.
Peer Group Selection and Competitive Positioning
In making compensation decisions, the Compensation and Leadership Development Committee considers competitive market data from a compensation peer group of companies as one of several reference points. Compensation peer group data is supplemented with broader chemical industry and general industry data. The selection of the compensation peer group is composed of publicly-traded U.S. based companies with similar scale (generally 0.25x to 4x on market capitalization), revenue (generally 0.5x to 2x), industry, and business characteristics reflecting Chemours’ current state as well as its business direction.
For compensation decisions made in early 2019, the compensation peer group consisted of the following companies:
Air Products & Chemicals, Inc. PolyOne Corporation
Albemarle Corporation PPG Industries, Inc.
Ashland Global Holdings, Inc. RPM International, Inc.
Axalta Coating Systems Ltd. The Sherwin-Williams Company
Celanese Corporation Trinseo S.A.
Eastman Chemical Company Tronox Limited
Element Solutions (fka. Platform Specialty Products) Venator Materials PLC
Huntsman Corporation Westlake Chemical Corporation
Olin Corporation W.R. Grace and Company
Chemours generally targets the market median for target total direct compensation and each of base salary, target total cash compensation, and target total long-term incentives for senior officers and NEOs. Ultimately, the Compensation and Leadership Development Committee has the flexibility to pay above or below the market median based on a variety of factors including an executive’s scope of responsibility, experience level, the critical need for retention, sustained performance over time, potential for advancement as part of key succession planning processes, and other unique factors.
The Compensation and Leadership Development Committee reviews the composition of the compensation peer group regularly to ensure that it remains suitable and appropriate. With the assistance of its independent compensation consultant, the Compensation and Leadership Development Committee conducted a review of the peer group in July 2019. The following changes were made and will be used as a reference point for making 2020 compensation decisions:

Added: Cabot Corporation due to general alignment from a business, financial and stock price correlation perspective.

Removed: Air Products & Chemicals, Inc. as too high on a market capitalization comparison, W.R. Grace and Company and Element Solutions as both companies were low on a revenue comparison and had reduced business correlation.
2019 Executive Compensation
2019 CEO Compensation Highlights
Early in 2019, the Compensation and Leadership Development Committee considered many factors in recommending Mr. Vergnano’s 2019 target total direct compensation opportunity, including the following:

Strong Company performance in 2018, with net sales increasing and GAAP net income up versus 2017

Mr. Vergnano’s individual performance

External market competitiveness
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The Compensation and Leadership Development Committee recommended keeping Mr. Vergnano’s base salary and target annual incentive opportunity at the same levels as 2018 and increasing Mr. Vergnano’s long term incentive opportunity by $100,000. Mr. Vergnano’s target total compensation was approved by the Board of Directors in February 2019:
2018
2019
Base Salary $1,050,000 $1,050,000
Target AIP Opportunity $1,365,000 (130% of salary) $1,365,000 (130% of salary)
Target LTI Opportunity (Grant Value) $5,500,000 $5,600,000
Target Total Direct Compensation $7,915,000 $8,015,000
Mr. Vergnano’s actual 2019 AIP award was $0, which is reflective of the company performance outcomes noted previously. In 2019, 60% of Mr. Vergnano’s total long-term incentive opportunity was delivered in Performance Share Units (“PSUs”), with vesting and performance results based on the achievement of Adjusted Net Income and Free Cash Flow Conversion financial goals, as well as Relative TSR over a three-year period. The remaining 40% of Mr. Vergnano’s long-term incentive opportunity was delivered in non-qualified stock options, which vest annually in three equal installments from the date of grant.
2019 Base Salaries of the Other NEOs
Base salaries for the NEOs are intended to be competitive with the market in order to attract and retain the executive talent needed to successfully manage daily business operations. The Compensation and Leadership Development Committee reviews base salaries for NEOs annually. NEOs’ base salaries reflect the scope of responsibilities, experience, achievement of individual strategic objectives, and external market competitiveness. Base salaries represent a small portion of a NEO’s overall compensation.
In early 2019, after considering external market pay data, internal equity and performance, the Compensation and Leadership Development Committee approved a base salary increase for Mr. Shelton of 5.26%, increasing his base salary to $500,000.
Effective June 3, 2019, in recognition of their new positions and after considering external market pay data, the Compensation and Leadership Development Committee approved base salary increases for Mr. Newman and Mr. Ralhan. Effective October 4, 2019, in recognition of his new position and after considering external market pay data, the Compensation and Leadership Development Committee approved a base salary increase for Mr. Sparks.
NEO
Base Salary ($)
(as of December 31,
2018)
Base Salary ($)
(as of December 31,
2019)
Mark Newman $ 591,220 $ 700,000
Sameer Ralhan $ 575,000
Bryan Snell $ 550,000 $ 550,000
David Shelton $ 475,000 $ 500,000
Edwin Sparks $ 475,000
Paul Kirsch $ 550,000 N/A
Annual Incentive Plan (AIP)
Chemours’ annual incentive plan is designed to reward executives for achieving and exceeding annual financial performance goals. Under the AIP, each NEO has a target annual incentive opportunity, expressed as a percentage of base salary. Incentive targets are determined based on the Compensation and Leadership Development Committee’s review of peer group practices, chemical industry data from proprietary third-party surveys, and the position and scope of responsibilities of each NEO. Incentive targets are reviewed annually. NEO AIP target opportunity (as a percentage of salary) remained unchanged for Mr. Kirsch, Mr. Snell and Mr. Shelton.
Effective June 3, 2019 and reflective of their new positions and considering external market data, the Compensation and Leadership Development Committee approved increases to the AIP target opportunities for Mr. Newman and Mr. Ralhan. Effective October 4, 2019 and reflective of his new position and considering external market data, the Compensation and Leadership Development Committee approved an increase to the AIP target opportunity for Mr. Sparks.
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The following table summarizes 2019 AIP targets.
NEO
2018 Annual Incentive
Target (as % of
Base Salary)
2019 Annual Incentive
Target (as % of
Base Salary)
Mark Newman 80% 90%
Sameer Ralhan 80%
Bryan Snell 75% 75%
David Shelton 70% 70%
Edwin Sparks 75%
Paul Kirsch 75% 75%
After careful review, the Compensation and Leadership Development Committee made changes to the annual incentive plan design in 2019 to better align AIP payouts for Business Unit Presidents to the results of their respective businesses.
Incentive Formula
Actual cash annual incentive awards for NEOs in 2019 were determined using the formulas shown below. The calculation of award payments for each NEO is determined based on Chemours’ financial performance or a combination of Chemours and Business Unit performance. There is no individual performance component for NEOs. The Compensation and Leadership Development Committee may use discretion to reduce payout.
AIP awards for Messrs. Vergnano, Newman, Ralhan and Shelton are determined as follows:
[MISSING IMAGE: TM2012336D1_CHRT-INCENTIVE01.JPG]
AIP awards for Messrs. Snell, Sparks and Kirsch are determined as follows:
[MISSING IMAGE: TM2012336D1_CHRT-INCENTIVE02.JPG]
Performance Measures
For 2019, the Compensation and Leadership Development Committee determined Adjusted EBITDA and Free Cash Flow remained the appropriate measures for the Chemours Corporate Performance, as they directly reflect Chemours’ goals of promoting earnings improvement and emphasizing cash generation. Adjusted EBITDA and Free Cash Flow were weighted equally in determining the Corporate Performance Factor.
Measure
Weighting
Corporate Performance Factor
Corporate Adjusted EBITDA
50%
Corporate Free Cash Flow 50%
For the Business Unit Performance measures, the Compensation and Leadership Development Committee increased the weighting for Business Unit Free Cash Flow and replaced Business Unit Adjusted EBITDA with Business Revenue for Fluoroproducts and Chemical Solutions and with TiPureTM Value Stabilization Strategic Objectives for Titanium Technologies.
For the Fluoroproducts and Chemical Solutions Business Unit Performance Factors, Business Unit Free Cash Flow was weighted 75% and Business Unit Revenue was weighted 25%. The Compensation and Leadership Development Committee believed this generated the appropriate balance of focus on earnings, cash generation and top-line growth.
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Measure
Weighting
Fluoroproducts and Chemical Solutions Performance Factor
Corporate Adjusted EBITDA
12.50% (50% of the 25%)
Corporate Free Cash Flow 12.50% (50% of the 25%)
Business Unit Free Cash Flow 56.25% (75% of the 75%)
Business Unit Revenue 18.75% (25% of the 75%)
For the Titanium Technologies Business Unit Performance Factor, Business Unit Free Cash Flow was weighted 67% and TiPureTM Value Stabilization strategic objectives were weighted 33%. The Compensation and Leadership Development Committee believed the TiPureTM Value Stabilization strategic objectives provided focus on the critical business transformation strategy.
Measure
Weighting
Titanium Technologies
Performance Factor
Corporate Adjusted EBITDA
12.50% (50% of the 25%)
Corporate Free Cash Flow 12.50% (50% of the 25%)
Business Unit Free Cash Flow 50.00% (67% of the 75%)
Business Unit TVS Strategic Objectives 25.00% (33% of the 75%)
Adjusted EBITDA is defined as income (loss) before interest, income taxes, depreciation and amortization excluding the following items: non-operating pension and other postretirement employee benefit costs (income), exchange gains (losses), restructuring and asset-related charges (benefits), gains (losses) on sale of business or assets, significant legal settlements, impacts of changes to U.S. GAAP accounting or other items not considered indicative of ongoing operations during the Performance Period.
Free Cash Flow is defined as Cash Flows from Operations less purchases of property, plant and equipment as disclosed on the Company’s Cash Flow statement. Business Unit Free Cash Flow is defined as Adjusted EBITDA plus the delta Working Capital minus CapEx. Working Capital equals Accounts Receivable plus Inventory minus Accounts Payable. Unknown impacts of changes to U.S. GAAP accounting and tax policy changes, or other items not considered indicative of ongoing operations during the performance period will be excluded from this calculation during the Performance Period.
Business Revenue is defined as Sales to external customers as defined by ASC 606, Revenue from Contracts with Customers.
The TiPureTM Value Stabilization Strategic Objectives were qualitative measures based on type of sales contracts, the implementation of a commercial portal, plus operational and manufacturing improvements. The Compensation and Leadership Development Committee had sole discretion in assessing the performance versus objectives and defining results for the AIP.
The chart below shows the 2019 AIP performance targets, ranges and results approved by the Compensation and Leadership Development Committee. Performance targets were set in early 2019 and were consistent with the Company’s budget for 2019, which incorporated considerations of potential opportunities and risks associated with external business and market conditions. Targets for each of the performance measures are set at levels considered challenging, motivational, and competitive. The performance range is determined using external guidance, historical performance and expectations as guardrails. Threshold is considered the level of performance that warrants the minimum payout level and the maximum defines what level of performance is exceptional.
Based on 2019 financial results, the Chemours 2019 Corporate AIP payout was zero, the Fluoroproducts AIP payout was zero, the Titanium Technologies payout was 25% of target and the Chemical Solutions payout was 90% of target.
Dollars are in millions.
Corporate AIP
Measure
Threshold(1)
Target
Maximum(2)
Actual
Weighted
Funding Result
Corporate Adj. EBITDA $ 1,350 $ 1,490 $ 1,700 $ 1,020 0%
Corporate Free Cash Flow $ 448 $ 575 $ 766 $ 169 0%
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Titanium Technologies AIP
Measure
Threshold(1)
Target
Maximum(2)
Actual
Weighted
Funding Result
Corporate Adj. EBITDA $ 1,350 $ 1,490 $ 1,700 $ 1,020 0%
Corporate Free Cash Flow $ 448 $ 575 $ 766 $ 169 0%
Business Unit Free Cash Flow $ 512 $ 581 $ 685 $ 445 0%
TVS Strategic Objectives
Strategic TiPureTM Value Stabilization objectives
25%
Fluoroproducts AIP
Measure
Threshold(1)
Target
Maximum(2)
Actual
Weighted
Funding Result
Corporate Adj. EBITDA $ 1,350 $ 1,490 $ 1,700 $ 1,020 0%
Corporate Free Cash Flow $ 448 $ 575 $ 766 $ 169 0%
Business Unit Free Cash Flow $ 506 $ 584 $ 705 $ 425 0%
Business Unit Revenue $ 2,919 $ 3,019 $ 3,173 $ 2,648 0%
Chemical Solutions AIP
Measure
Threshold(1)
Target
Maximum(2)
Actual
Weighted
Funding Result
Corporate Adj. EBITDA $ 1,350 $ 1,490 $ 1,700 $ 1,020 0%
Corporate Free Cash Flow $ 448 $ 575 $ 766 $ 169 0%
Business Unit Free Cash Flow $ 34 $ 42 $ 54 $ 49 90%
Business Unit Revenue $ 550 $ 570 $ 620 $ 533 0%
(1)
Represents the minimum level of performance required to earn any incentive for this component of the 2019 AIP. Performance below this level would not result in a payout for the performance measure.
(2)
Represents the highest level of performance at which maximum payout under the 2019 AIP is earned. Achievement of performance above this level would not result in a greater payout for the performance measure.
Based on the actual performance achieved, the following AIP awards for each NEO were approved:
NEO
Annual Incentive
Target (as % of
Base Salary)
Annual Incentive
Target ($)
Annual Incentive
Actual ($)
Mark Vergnano 130% $ 1,365,000 $ 0
Mark Newman 90% $ 564,179(1) $ 0
Sameer Ralhan 80% $ 351,014(1) $ 0
Bryan Snell 75% $ 412,500 $ 103,125
David Shelton 70% $ 350,000 $ 0
Edwin Sparks (2) 75% $ 268,346(3) $ 241,511
Paul Kirsch 75% $ 412,500 $ 0(4)
(1)
2019 AIP cash targets pro-rated based on targets before and after compensation changes effective June 3, 2019.
(2)
Mr. Sparks held the role of President, Chemical Solutions until October 2019 when he became President, Chemical Solutions and Fluoroproducts. The Compensation and Leadership Development Committee decided to measure his 2019 AIP based solely on the role of President, Chemical Solutions.
(3)
2019 AIP cash target pro-rated based on targets before and after compensation change effective October 4, 2019.
(4)
Under the standard severance terms, at the time of his separation from Chemours Mr. Kirsch received a pro-rated payment at target value in lieu of forfeited participation in the 2019 AIP.
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Long-Term Incentive (LTI) Program
Chemours provides long-term incentive compensation to directly tie NEO interests to the interests of shareholders. The Compensation and Leadership Development Committee views long-term incentives as a critical element of our executive compensation program. Long-term incentive targets are reviewed annually and determined based on the Compensation and Leadership Development Committee’s review of the following:

NEO position, scope of responsibilities and performance

Internal pay equity considerations

Peer group practices

Current market compensation data for the chemical industry and general industry from proprietary third-party surveys
In early 2019, the Compensation and Leadership Development Committee increased the long-term incentive target opportunities for both Mr. Shelton and Mr. Kirsch by $100,000 and recommended to the Board of Directors an increase of  $100,000 for Mr. Vergnano (which was subsequently approved in February 2019). The increases in long-term incentive targets were to better align compensation to market and to align executive incentive payouts with Chemours’ performance outcomes and shareholder interests.
Effective June 3, 2019 and reflective of their new positions and considering external market data, the Compensation and Leadership Development Committee approved increases to the long-term incentive target opportunities for Mr. Newman and Mr. Ralhan. Effective October 4, 2019 and reflective of his new position and considering external market data, the Compensation and Leadership Development Committee approved an increase to the long-term incentive target opportunity for Mr. Sparks.
NEO
2018 Long Term
Incentive Target
2019 Long Term
Incentive Target
Mark Newman $ 1,200,000 $ 1,500,000
Sameer Ralhan $ 1,000,000
Bryan Snell $ 900,000 $ 900,000
David Shelton $ 850,000 $ 950,000
Edwin Sparks $ 800,000
Paul Kirsch $ 900,000 $ 1,000,000
As in prior years, target LTI award values were delivered through a mix of PSUs and Non-Qualified Stock Options (“stock options”). LTI awards delivered in the form of PSUs and stock options focus on shareholder value creation and long-term decision-making consistent with Chemours’ strategic objectives. Details of each award type are summarized below.
Stock Options (40% of LTI Target Award)
The use of stock options provides clear and direct alignment with shareholder interests as they have value only if the price of Chemours’ stock at the time of exercise exceeds the stock price on the date of grant. As a result, stock option grants encourage executives to focus on behaviors and initiatives that support sustained long-term stock price appreciation, which benefits all shareholders. The stock options are designed to vest in equal annual installments over three years from the grant date and have a ten-year term.
PSU Awards (60% of LTI Target Award)
Sixty percent of an NEO’s LTI award is delivered through PSUs. The PSUs are earned and vest based on the achievement of Adjusted Net Income and Free Cash Flow Conversion objectives, which are determined at the time of grant. The 2019 – 2021 PSU plan is measured over a three-year cumulative period.
Performance goals are considered challenging to obtain and are aligned with delivering shareholder value. In setting these objectives, the Compensation and Leadership Development Committee considers how the achievement of goals may be affected by competitive and/or economic conditions over the three-year period. Final awards are subject to potential modification based on TSR results relative to Chemours’ peer group over the cumulative three-year performance period.
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The initial payout range of the PSUs is 0% to 200% depending on Chemours’ achievement versus the Adjusted Net Income and Free Cash Flow Conversion performance goals. The payout is then subject to modification based on the Relative TSR performance compared to the Peer Group, with a maximum payout capped at 250%.
As in prior years, the PSU portion of Chemours’ LTI program consisted of overlapping cycles, with a new equity award each year. In general, each participant receives a grant at the beginning of each three-year cycle.
[MISSING IMAGE: TM2012336D_CHRT-PSU.JPG]
Financial / Operating Measures
The use of Adjusted Net Income in the long-term program is an important indicator of success in delivering long-term shareholder value. Free Cash Flow Conversion is critical to Chemours’ ability to invest and manage assets that deliver the greatest return. The Compensation and Leadership Development Committee believes these performance measures are appropriate to motivate executives to achieve and sustain outstanding long-term results.
The 2019 PSU Award performance period, January 1, 2019 through December 31, 2021, consists of one, cumulative three-year measurement period.
Adjusted Net Income
Free Cash Flow Conversion
Period
Weighting
Period
Weighting
Cumulative FY2019  –  FY2021
50%
Average FY2019  –  FY2021
50%
Adjusted Net Income is defined as Net Income, as reported externally, adjusted in a manner consistent with Adjusted EBITDA, where appropriate to exclude non-operating pension and other postretirement employee benefit costs (income), windfall tax benefit (expense) related to stock based compensation, exchange gains (losses), restructuring and asset-related charges (benefits), gains (losses) on sale of business or assets, significant legal settlements, impacts of changes to U.S. GAAP accounting, or other items not considered indicative of ongoing operations during the Performance Period.
Free Cash Flow Conversion is defined as Free Cash Flow, defined as Cash Flows from Operations less purchases of property, plant and equipment as disclosed on the Company’s Cash Flow statement divided by Adjusted EBITDA defined as income (loss) before interest, income taxes, depreciation and amortization excluding the following items: non-operating pension and other postretirement employee benefit costs (income), exchange gains (losses), restructuring and asset-related charges (benefits), gains (losses) on sale of business or assets, significant legal settlements, impacts of changes to U.S. GAAP accounting or other items not considered indicative of ongoing operations during the Performance Period.
Chemours believes disclosing specific targets while the applicable performance period is ongoing could cause competitive harm. However, such targets will be disclosed once the applicable performance periods have ended as part of our discussion and analysis on awards earned by the NEOs.
Relative TSR
Relative TSR is used as a modifier to promote alignment with shareholder interests. Relative TSR for the 2019 PSU Award will be measured at the end of the three-year period against the 2019 peer group discussed previously. Chemours’ TSR relative to these peers will be used as a modifier to increase or reduce the number of units earned.
Relative TSR is defined as the change in the Company’s stock price plus dividends paid and assumed to be reinvested on the ex-dividend date during the period, divided by beginning stock price, compared on a percentile basis to the same change with respect to a peer group. For this purpose, a company’s beginning stock price will be the closing stock price averaged over the 20 trading days ending on the trading day before the start of the Performance Period and the ending stock price will be the closing stock price, inclusive of reinvested dividends, averaged over the 20 trading days ending with the last trading day within the Performance Period. For purposes of calculating the appropriate earned percentile, any companies that are in the peer group at the beginning of the Performance Period that are no longer separate publicly traded companies due to merger, acquisition, or buyout shall be disregarded. Companies that are no longer publicly traded due to insolvency or bankruptcy will be
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included at the lowest performance ranking. For purposes of calculating the earned percentile, the Company will be considered a member of the peer group.
Relative TSR
<25 percentile
>=P25 to <P40
>=P40 to <P60
>=P60 to <=P75
>P75
Applied Modifier 0.5 0.75
1.00 (No Adjustment)
1.25 1.5
2019 LTI Awards
Awards to the NEOs under the 2019 long-term incentive program were as follows:
NEO
2019 Target
LTI Award Value
Share Equivalent
Value of PSUs
on grant date
Target Number
of PSU
Awards (1)
Grant Date
Fair Value of
Stock Options
Number of
Stock Options
Granted (2)
Mark Vergnano $ 5,599,971 $ 3,359,979 88,374 $ 2,239,992 156,097
Mark Newman
March 1
$ 1,299,967 $ 779,980 20,515 $ 519,987 36,236
June 3(3) $ 499,991 $ 299,996 13,661 $ 199,995 29,717
Sameer Ralhan March 1 $ 799,955 $ 479,964 12,624 $ 319,991 22,299
June 3(3) $ 299,980 $ 179,984 8,196 $ 119,996 17,830
Bryan Snell $ 899,997 $ 539,998 14,203 $ 359,998 25,087
David Shelton $ 949,984 $ 569,996 14,992 $ 379,988 26,480
Edwin Sparks
March 1
$ 499,974 $ 299,978 7,890 $ 199,996 13,937
June 3(3) $ 299,980 $ 179,984 8,196 $ 119,996 17,830
Paul Kirsch (4) $ 999,986 $ 599,994 15,781 $ 399,992 27,874
Annual LTI awards are generally granted March 1 each year
(1)
The number of PSUs awarded was determined by dividing the dollar target value for each NEO by the closing price for Chemours common stock on grant date and rounding to the nearest whole share. The closing price of Chemours common stock was $38.02 on March 1, 2019 and $21.96 on June 3, 2019.
(2)
The number of stock options awarded was determined based on the Black-Scholes value using the closing price of Chemours common stock on the grant date. The exercise price of the options was equal to the closing price of Chemours common stock on the grant date. The closing price of Chemours common stock was $38.02 on March 1, 2019 and $21.96 on June 3, 2019. The Black-Scholes value of an option was $14.35 on March 1, 2019 and $6.73 on June 3, 2019.
(3)
Effective June 3, 2019 and reflective of their new positions and considering external market data, the Compensation and Leadership Development Committee approved one-time LTI grants for Mr. Newman and Mr. Ralhan. On the same date, considering internal equity, retention and external market data, the Compensation and Leadership Development Committee approved a one-time LTI grant to Mr. Sparks.
(4)
Mr. Kirsch forfeited the LTI awards upon his separation from Chemours.
37

2017 PSU Award Results
The three-year performance period for PSUs awarded in 2017 ended on December 31, 2019. The payout for this award was based on pre-established target levels of Adjusted EBITDA and Pre-Tax ROIC over the three-year performance period, subject to a Relative TSR modifier. The final payout determination was made in February 2020 after a review of Chemours’ performance. Based on performance results throughout the period and Relative TSR, the 2017 PSU Award payout was 118% of target. Chemours’ Relative TSR ranking at the 7th percentile for the FY2017 – FY2019 performance period resulted in a modifier factor at 0.75. The tables below detail performance against each measure:
Dollars are in millions
Adjusted EBITDA
Measurement Period
Weighting
Threshold
Target
Maximum
Result*
Payout %
(weighted)
FY2017 12.5% $ 878 $ 975 $ 1,121 $ 1,422 25.0%
FY2018 12.5% $ 991 $ 1,166 $ 1,341 $ 1,740 25.0%
FY2019 12.5% $ 1,003 $ 1,180 $ 1,357 $ 1,020 6.9%
FY2017 – FY2019 Cumulative
12.5% $ 2,823 $ 3,321 $ 3,819 $ 4,182 25.0%
Pre-Tax ROIC
Measurement Period
Weighting
Threshold
Target
Maximum
Result*
Payout %
(weighted)
FY2017 12.5% 18.7% 22.0% 25.3% 36.4% 25.0%
FY2018 12.5% 21.8% 25.6% 29.4% 38.8% 25.0%
FY2019 12.5% 20.9% 24.6% 28.3% 17.3% 0.0%
FY2017 – FY2019 Average 12.5% 20.5% 24.1% 27.7% 30.8% 25.0%
Relative TSR
Modifier
Min
Target
Max
Result
Modifier
Relative TSR to Peer Group
<P25 P25 – P75 >P75
6.6th Percentile
0.75
0.75 1.00 1.25
The Relative TSR ranking was based on the performance peer group set by the Compensation and Leadership Development Committee in 2017 for the 2017 PSU Award:
Air Products & Chemicals, Inc. Eastman Chemical Company The Sherwin-Williams Company
Albemarle Corporation Huntsman Corporation The Mosaic Company
Ashland Inc. Kronos Worldwide, Inc. Tronox, Limited
Celanese Corporation PolyOne Corporation W R Grace and Company
Chemtura Corporation PPG Industries, Inc.
RPM International Inc.
Westlake Chemical Corporation
The Chemtura Corporation was removed from the final Relative TSR calculation as they had been acquired.
38

The table below shows the target number of PSUs granted in 2017 and the actual number of PSUs earned, excluding dividend equivalent units.
NEO
Target # of PSUs
Granted
Payout %
# of PSUs
Earned
Mark Vergnano
95,047
118%​
112,155
Mark Newman
20,738
118%​
24,471
Sameer Ralhan
4,321
118%​
5,099
Bryan Snell 15,553
118%​
18,353
David Shelton 12,961
118%​
15,294
Edwin Sparks
N/A​
Paul Kirsch 15,553
Forfeited​
Company Sponsored Employee Benefits
The Company offers the NEOs health and welfare and retirement plan benefits. Additional elements specific to the executive compensation program include nonqualified retirement benefit plans, reimbursement of financial planning and income tax preparation services, and change-in-control benefits.
The Chemours Company Retirement Savings Restoration Plan
The Chemours Company Retirement Savings Restoration Plan (“RSRP”) is a nonqualified defined contribution plan that restores benefits above the Internal Revenue Code limits for tax-qualified retirement plans to be consistent with those provided to other eligible employees at Chemours.
The Chemours Company Management Deferred Compensation Plan
Under the Chemours Company Management Deferred Compensation Plan (“MDCP”), a nonqualified elective deferred compensation plan, participants may defer base salary, bonus, and certain incentive plan awards until a later date. Generally, earnings on deferred amounts include returns on investments that mirror the investment alternatives available to all employees under the Company’s retirement savings plan.
Change-in-Control Severance Benefits
To ensure that executives remain focused on Chemours’ business during a period of uncertainty, Chemours maintains a change-in-control severance plan for its executives, including the NEOs. For any benefits to be earned, a change in control must occur and the executive’s employment must be terminated within two years following the change in control, either by Chemours without cause or the executive for good reason (often called a “double trigger”). The plan does not provide tax gross-ups. For additional information, see “Executive Compensation — Potential Payments upon Termination or Change-in-Control.”
Benefits provided under the change-in-control severance plan include:

A lump sum cash payment of two times (three times for the CEO) the sum of the executive’s base salary and target annual incentive;

A lump sum cash payment equal to the pro-rated portion of the executive’s target annual incentive for the year of termination; and

Continued health and dental benefits, financial counseling and tax preparation, and outplacement services for up to two years (three years for the CEO) following the date of termination.
The change-in-control severance plan also includes 12-month (18-month for the CEO) non-competition and non-solicitation covenants, non-disparagement, and confidentiality provisions.
39

Compensation and Risk
In 2019, Chemours management reviewed its executive and non-executive compensation programs and in concurrence with the Compensation and Leadership Development Committee’s independent compensation consultant, determined that none of its compensation programs encourages or creates excessive risk-taking, and none are reasonably likely to have a material adverse effect on the Company.
In conducting this assessment, the components and design features of executive and non-executive plans and programs were analyzed. A summary of the findings of the assessment was provided to the Compensation and Leadership Development Committee. Overall, the Compensation and Leadership Development Committee concluded that (1) the Company’s executive compensation programs provide a mix of awards with performance criteria and design features that mitigate potential excessive risk taking and (2) non-executive employee compensation programs are appropriately balanced between fixed and variable compensation and do not encourage excessive risk taking. The Compensation and Leadership Development Committee also considered its payout caps or limits, stock ownership guidelines, and claw back policy as risk mitigating features of its executive compensation program.
Payout Limitations or Caps
Earned awards from the annual incentive plan are capped at 200% of target and PSU awards are capped at 250% of target to protect against excessive payouts.
Stock Ownership Guidelines
To further support our goal of achieving a strong link between shareholder and executive interests, Chemours maintains stock ownership guidelines to require executive share ownership of a value equal to a specified multiple of base pay. Executives have five (5) years from the date they become subject to the guidelines to reach their respective ownership requirements. Until the ownership requirement is satisfied, 100% of the net shares realized from exercise or vesting of stock-based awards must be retained. Share ownership guidelines are as follows:
Multiple of Base Salary
2019 Target
CEO 5.0x
Other NEOs 3.0x
All applicable NEOs have satisfied or are on track to satisfy these guidelines.
Restrictions on Certain Types of Transactions
The Company has a policy that prohibits executive officers and directors from engaging in the following types of transactions with respect to Chemours’ stock: hedging transactions, pledging securities, short sales, derivative transactions, margin accounts, and short-term trading.
Deductibility of Performance-Based Compensation
In setting the NEO’s 2019 compensation packages, the Compensation and Leadership Development Committee considered Section 162(m) of the Internal Revenue Code, which provides that compensation in excess of $1 million paid to certain executive officers is generally not deductible. The Compensation and Leadership Development Committee also considered the Tax Cuts and Jobs Act’s elimination of the performance-based compensation exception under Section 162(m). While the Compensation and Leadership Development Committee will continue to consider the tax deductibility of compensation, the Compensation and Leadership Development Committee did not change the structure of 2019 compensation packages due to the elimination of the performance-based compensation exception under Section 162(m).
40

CEO Pay Ratio
As there were no significant changes to the global employee population nor significant changes to employee compensation arrangements, Chemours used the same median employee for the 2019 CEO pay ratio calculation as used in 2017 and 2018. The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with SEC rules.
When first running the CEO pay ratio calculation, Chemours determined that as of October 31, 2017, the total number of employees was 6,954. To determine median employee pay, Chemours chose base pay as the consistently applied compensation measure. Chemours then calculated an annual base pay for each employee, annualizing pay for those employees who commenced work during 2017 and any employees who were on leave for a portion of 2017. Chemours used a valid statistical sampling methodology to identify a population of employees whose base pay was within a 5% range of the median. Using this methodology, Chemours identified the median employee from that group. The total number of employees on December 31, 2018 was 7,048 and on December 31, 2019 was 6,984.
It was determined that the total compensation for the selected median employee in 2019 was $95,254. The ratio of CEO pay to the median worker pay is 81:1.
Element
Median Employee
CEO
Salary (includes Overtime)(1) $ 85,830 $ 1,029,808
Stock Awards $ 0 $ 4,273,767
Option Awards $ 0 $ 2,239,992
Non-Equity Incentive Plan Compensation/Bonus(2) $ 1,983 $ 0
Change in Pension Value $ 0 $ 0
All Other Compensation(3) $ 7,441 $ 152,077
Summary Compensation Table Totals $ 95,254 $ 7,695,644
CEO Pay Ratio
81:1
(1)
Consists of 2019 base salary plus overtime pay.
(2)
Actual 2019 cash incentive paid during the first quarter of fiscal year 2020 under a performance-based compensation plan.
(3)
Consists of 2019 employer contributions to qualified and non-qualified defined contribution plans and perquisites/personal benefits as listed in footnote 6 of the Summary Compensation Table.
41

Summary Compensation Table
The following table sets forth information concerning the total compensation earned by the NEOs during fiscal years 2019, 2018 and 2017.
Name and
Principal Position
Year
Salary
($)
Bonus
($)(1)
Stock
Awards
($)(2)(3)
Option
Awards
($)(4)
Non-Equity
Incentive Plan 
Compensation
($)(5)
Change in
Pension Value
and
Nonqualified
and Deferred
Compensation
Earnings
($)
All Other
Compensation
($)(6)
Total ($)
Mark Vergnano
President and Chief
Executive Officer
2019 1,029,808 4,273,767 2,239,992 152,077 7,695,644
2018 1,041,667 3,559,120 2,199,980 1,000,545 275,417 8,076,729
2017 983,333 3,787,623 2,199,989 2,600,000 141,163 232,063 9,944,171
Mark Newman,
Senior Vice
President and
Chief Operating
Officer
2019 649,290 1,296,199 719,982 85,347 2,750,819
2018 591,220 776,569 479,986 346,691 100,591 2,295,057
2017 588,350 826,409 479,996 945,952 102,879 2,943,586
Sameer Ralhan
Senior Vice
President,
Chief Financial Officer & Treasurer
2019 474,588 792,940 439,987 30,847 1,738,361
2018
2017
Bryan Snell
President,
Titanium Technologies
2019 539,423 686,857 359,998 103,125 60,082 1,749,486
2018 541,667 582,440 359,995 75,488 115,694 1,675,282
2017 483,333 619,787 359,989 750,000 25,898 80,333 2,319,340
David Shelton
Senior Vice
President,
General Counsel
and Corporate
Secretary
2019 493,910 725,013 379,988 83,737 1,682,648
2018 475,000 550,041 340,000 243,723 145,900 1,754,664
2017 462,500 516,496 299,986 665,000 1,247 111,395 2,056,624
Edwin Sparks
President,
Fluoroproducts and Chemical Solutions
2019 396,300 564,003 319,992 241,511 57,173 1,578,979
2018
2017
Paul Kirsch
Former President,
Fluoroproducts
2019 484,776 343,750 763,169 399,992 702,425 2,694,112
2018 550,000 582,440 359,995 592,350 26,000 2,110,785
2017 550,000 619,787 359,989 825,000 345,674 2,700,450
(1)
Represents payment on termination of employment in lieu of the Annual Incentive Plan. Consistent with the Company’s severance plans and policies, a bonus is paid at target, pro-rated for the time served during the year of separation.
(2)
Represents the aggregate grant date fair value of PSUs computed in accordance with FASB ASC Topic 718. The grant date fair value of each PSU granted to NEOs in 2019, taking into account the estimated probable outcome of the performance conditions, was determined to be $48.36 for the March 1 grant and $22.36 for the June 3 grant. Assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2019.
(3)
If the maximum level of performance were achieved, each NEO would earn 250% of the target number of PSUs awarded. Based on the closing price of Chemours common stock on the March 1 grant date ($38.02), the maximum value of PSUs awarded on March 1, 2019 to each NEO is as follows: Mr. Vergnano — $8,399,948; Mr. Newman — $1,949,950; Mr. Ralhan — $1,199,910; Mr. Snell — $1,349,995;
42

Mr. Shelton — $1,424,990; Mr. Sparks — $749,945; Mr. Kirsch — $1,499,984 (subsequently forfeited on termination). Based on the closing price of Chemours common stock on the June 3 grant date ($21.96), the maximum value of PSUs awarded on June 3, 2019 to each NEO is as follows: Mr. Newman — $749,990; Mr. Ralhan — $449,960; Mr. Sparks — $449,960.
(4)
Represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. Assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2019.
(5)
Represents payouts under the Annual Incentive Plan. This column includes compensation which may have been deferred at the NEO’s election. Any such amounts will be included in the “Executive Contributions” column of the 2019 Nonqualified Deferred Compensation table.
(6)
The amounts reflect perquisites and personal benefits (financial planning / income tax preparation) and Company contributions to qualified and nonqualified defined contribution plans. The following table details these amounts.
Name
Company Contributions
to Qualified Defined
Contribution Plan
($)
Company Contribution to
Nonqualified Defined
Contribution Plan
($)
Financial Planning/​
Income Tax Preparation
($)
Separation
Agreements
($)
Mark Vergnano 19,600 117,477 15,000
Mark Newman 27,388 42,959 15,000
Sameer Ralhan 7,336 19,761 3,750
Bryan Snell 24,283 20,799 15,000
David Shelton 30,800 37,937 15,000
Edwin Sparks 19,392 30,044 7,737
Paul Kirsch 27,800 7,652 666,973(1)
(1)
The amount reflects payments in relation to Mr. Kirsch’s separation from service on October 31, 2019. Mr. Kirsch received payments consistent with the Company’s severance plans and policies. In addition, a payment was made in relation to non-competition, confidentiality and non-solicitation agreements.
43

2019 Grants of Plan-Based Awards
The following table provides information on AIP awards, PSUs and stock options granted in 2019 to each NEO. For a complete understanding of the table, refer to the footnotes that follow.
Estimated Possible Pay-outs Under
Nonequity Incentive Plan Awards(1)
Estimated Future Pay-outs Under
Equity Incentive Plan Awards(2)
All other
Option
Awards;
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($)(3)
Grant Date
Fair Value
of Stock
and Option
Awards ($)
Name
Grant
Date
Approval
Date
Description
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Mark Vergnano
2019 AIP
682,500 1,365,000 2,730,000
3/1/19 2/13/19
Stock Options
156,097 38.02 2,239,992
3/1/19 2/13/19
PSU
44,187 88,374 220,935 4,273,767
Mark Newman
2019 AIP
282,090 564,179 1,128,358
3/1/19 2/13/19
Stock Options
36,236 38.02 519,987
3/1/19 2/13/19
PSU
10,258 20,515 51,288 992,105
6/3/19 6/3/19
Stock Options
29,717 21.96 199,995
6/3/19 6/3/19
PSU
6,831 13,661 34,153 304,094
Sameer Ralhan
2019 AIP
175,507 351,014 702,028