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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.             )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o


Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

LOGO

Venator Materials PLC


(Name of Registrant as Specified In Its Charter)

    


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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(1)


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LOGO

AN INVITATION FROM VENATOR'S LEADERSHIP

DEAR FELLOW SHAREHOLDER:

We are pleased to invite you to the 2020 Annual General Meeting of Shareholders (the "Annual Meeting") of Venator Materials PLC, which will be held on June 18, 2020, at 3:00 p.m., British Summer Time, at the offices of Venator Materials PLC, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, United Kingdom. Due to safety and travel issues relating to COVID-19, please also note that the Board of Directors may not be present at this address.

At the Annual Meeting, we will consider the matters described in the Notice of 2020 Annual General Meeting of Shareholders and in this Proxy Statement. References in the Proxy Statement to the "Annual Meeting" also refer to any adjournments, postponements or changes in location of the Annual Meeting, to the extent applicable.

It is important that you use this opportunity to take part in the affairs of our company by voting on the business to come before the Annual Meeting, and we urge you to read the Proxy Statement for additional information concerning the matters to be considered at the Annual Meeting.

PLEASE VOTE AS SOON AS POSSIBLE

The Proxy Statement contains important information and you should read it carefully. Whether or not you plan to attend the Annual Meeting, we ask that you vote as soon as possible. You may vote by proxy via the Internet, telephone or by mail by following the instructions on the proxy card or voting instruction card, or the information forwarded by your broker, bank or other holder of record. For detailed information regarding voting instructions, please refer to the accompanying Proxy Statement.

Thank you for your continued support, interest and investment in Venator Materials PLC.

GRAPHIC GRAPHIC

SIMON TURNER
President and Chief Executive Officer

PETER R. HUNTSMAN
Chairman of the Board

   

VENATOR 2020 PROXY


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  VENATOR MATERIALS PLC
NOTICE OF 2020 ANNUAL GENERAL MEETING
OF SHAREHOLDERS




 


Thursday, June 18, 2020
3:00 p.m. British Summer Time




Venator Materials PLC
Titanium House, Hanzard Drive
Wynyard Park, Stockton-on-Tees
TS22 5FD UK
    






 
 

TO THE SHAREHOLDERS OF VENATOR MATERIALS PLC:

We are holding the Annual Meeting for the following purposes:

1.
To elect as directors the six nominees named in the accompanying Proxy Statement.

2.
To approve on a non-binding advisory basis the compensation of our named executive officers ("NEOs").

3.
To approve receipt of our UK audited annual report and accounts and related directors' and auditor's reports for the year ended December 31, 2019 (the "Annual Report and Accounts").

4.
To approve our directors' remuneration policy, included in the directors' remuneration report contained in Appendix A to this Proxy Statement.

5.
To approve on a non-binding advisory basis our directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended December 31, 2019, contained in the directors' remuneration report found in Appendix A to this Proxy Statement.

6.
To ratify the appointment of Deloitte LLP as our independent registered public accounting firm in the US for the year ending December 31, 2020.

7.
To re-appoint Deloitte LLP as our UK statutory auditor under the UK Companies Act 2006 to hold office from the conclusion of the Annual Meeting until the next annual general meeting of shareholders at which the annual report and accounts are laid.

8.
To authorize the directors or the Audit Committee to determine the remuneration of Deloitte LLP in its capacity as our UK statutory auditor.

9.
To authorize Venator (and any company that is or becomes a subsidiary at any time during which the period for which the accompanying resolution is effective) to make political donations and incur political expenditure.

10.
To approve the amendment and restatement of the Venator Materials 2017 Stock Incentive Plan.

11.
To approve the amendment and restatement of the Venator Materials PLC Articles of Association (the "Articles") to amend the forum selection provision.

We may also transact such other business as may properly come before the Annual Meeting and at any adjournments or postponements of the Annual Meeting in accordance with our Articles.

The resolutions in Proposals 1 through 10 above will be proposed as ordinary resolutions, which means that, assuming a quorum is present, each resolution will be approved if a simple majority of the votes cast (whether in person or by proxy) are cast in favor thereof. The resolution in Proposal 11 above will be proposed as a special resolution, which means that, assuming a quorum is present, the resolution in Proposal 11 will be approved if 75% or more of the votes cast (whether in person or by proxy) by shareholders entitled to vote at the Annual Meeting are cast in favor thereof.

In respect of Proposal 3 relating to the receipt of the Annual Report and Accounts and the non-binding advisory resolutions in Proposals 2 and 5 relating to, respectively, the compensation of our NEOs and the directors' remuneration report, the results of the vote are advisory and will not be legally binding. However, the Board of Directors values the opinions of our shareholders and will carefully consider the outcome of the advisory votes.

The above matters are fully described, and the related resolutions are set out, in the accompanying Proxy Statement, which shall be deemed to form part of this Notice of 2020 Annual General Meeting of Shareholders.


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As at the date of the Proxy Statement, we have not received notice of any other matters that may be properly presented at the Annual Meeting. If any other matters are, in accordance with the UK Companies Act 2016 (the "Act"), our Articles and applicable law, properly presented for consideration at the Annual Meeting, such matters will be considered at the Annual Meeting and the individuals named in the proxy card will vote on such matters in their discretion.

Recipients of this Notice of 2020 Annual General Meeting of Shareholders and the accompanying materials may not use any electronic address provided in this Notice of 2020 Annual General Meeting of Shareholders or such materials to communicate with us for any purposes other than those expressly stated. In accordance with our Articles, all resolutions will be taken on a poll, which means that each ordinary share is entitled to one vote for each proposal. The final voting results will be checked by scrutineers and published in a Current Report on Form 8-K filed with the US Securities and Exchange Commission. The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the Act will be made available on www.venatorcorp.com as soon as reasonably practicable following the Annual Meeting and for a period of at least two years thereafter.

Only shareholders of record at the close of business on April 22, 2020 are entitled to vote at the Annual Meeting. Changes to Venator's entries on the register of members after that time will be disregarded in determining the rights of any member to attend and vote at the Annual Meeting (or any adjourned meeting). A list of shareholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices at Titanium House, Hanzard Drive, Wynyard Park, Wynyard, TS22 5FD, United Kingdom for 10 days prior to the Annual Meeting, during ordinary business hours, beginning on June 8, 2020. If you would like to review the shareholder list during ordinary business hours, please contact Venator Investor Relations at +1 832-663-4656 or via email at ir@venatorcorp.com to schedule an appointment.

Please review the accompanying Proxy Statement for more complete information regarding the Annual Meeting and the full text of the resolutions to be proposed at the Annual Meeting.

Even if you plan to attend the Annual Meeting, please vote by proxy via the Internet or telephone, or if you received paper copies of the proxy materials by mail, you can also vote via mail by following the instructions on the proxy card or voting instruction card or the information forwarded by your broker, bank or other holder of record. Please vote as promptly as possible to ensure that your shares are represented. Even if you have voted your proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from such broker, bank or other nominee.

  By Order of the Board of Directors,

 


Russ R. Stolle
Secretary

 


GRAPHIC

 


Wynyard, United Kingdom
[
·], 2020

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PROXY STATEMENT TABLE OF CONTENTS

 
Page

VENATOR PROXY STATEMENT SUMMARY

1

VENATOR PROXY STATEMENT

6

PART 1—INFORMATION ABOUT THE MEETING

General

6

Delivery of Proxy Materials

6

Questions and Answers About the Annual Meeting and Voting

7

PART 2—BOARD OF DIRECTORS

Director Nominees

12

Director Compensation

15

PART 3—CORPORATE GOVERNANCE

Board Governance

17

Board Leadership Structure and Executive Sessions of the Board

17

Board Independence

18

Committees of the Board

19

Board Role in Risk Oversight

21

Director Attendance at the Annual General Meeting of Shareholders

21

Director Qualification Standards and Diversity

21

Director Nomination Process

22

Shareholder Communications Policy

22

Corporate Governance Guidelines

23

Financial Code of Ethics and Business Conduct Guidelines

23

PART 4—COMPENSATION DISCUSSION AND ANALYSIS

Introduction

24

Compensation Summary

24

Objectives of Venator's Executive Compensation Program

25

Elements of Venator's Executive Compensation Program

26

2019 Executive Compensation Decisions

29

How We Determine Executive Compensation

34

Compensation Policies and Practices

37

Accounting and Tax Treatment of the Elements of Compensation

38

Compensation Committee Report

38

PART 5—EXECUTIVE COMPENSATION

2019 Summary Compensation Table

39

Grants of Plan-Based Awards in 2019

41

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

42

Outstanding Equity Awards at 2019 Year-End

43

Stock Vested During 2019

44

Pension Benefits in 2019

45

Nonqualified Deferred Compensation in 2019

46

Potential Payments upon Termination or Change of Control

47

Compensation Committee Interlocks and Insider Participation

51

Equity Compensation Plan Information

51

CEO Pay Ratio

52

PART 6—AUDIT COMMITTEE MATTERS

Fees Billed by Deloitte LLP, Deloitte & Touche LLP and Affiliates

53

Audit Committee Pre-Approval Policies and Procedures

53

Audit Committee Report

54

PART 7—PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

Proposal 1—Election of Directors

55

Proposal 2—Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers

56

Proposal 3—Non-Binding Advisory Vote to Receive the Annual Reports and Accounts

57

Proposal 4—Vote to Approve the Director's Remuneration Policy

58

Proposal 5—Non-Binding Advisory Vote to Approve the Directors' Remuneration Report (other than the part containing the directors' remuneration policy) for the year ended December 31, 2019

59

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Page

Proposal 6—Ratification of the Appointment of our Independent Registered Public Accounting Firm

60

Proposal 7—Re-appointment of our UK Statutory Auditor

60

Proposal 8—Authorization of the Board or the Audit Committee to Determine the Remuneration of our UK statutory auditor

61

Proposal 9—Vote to Authorize Venator and its Subsidiaries to Make Political Donations and Incur Political Expenditure

61

Proposal 10—Vote to approve the amendment and restatement of the Venator Materials PLC 2017 Stock Incentive Plan

62

Proposal 11—Vote to approve the amendment and restatement of the Venator Materials PLC Articles of Association

73

Shareholder Proposals and Director Nominations for the 2021 Annual General Meeting

75

PART 8—ADDITIONAL INFORMATION

Security Ownership of Certain Beneficial Owners and Management

77

Certain Relationships and Related Transactions

78

Other Information

80

Appendix A—Directors' Remuneration Report and Remuneration Policy

A-1

Appendix B—Reconciliation of Non-GAAP Financial Measures

B-1

Appendix C—Amended and Restated Venator Materials PLC 2017 Stock Incentive Plan

C-1

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VENATOR MATERIALS PLC : PROXY STATEMENT

VENATOR PROXY STATEMENT SUMMARY

2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE "ANNUAL MEETING")

Date and Time
 
Place:
June 18, 2020
3:00 p.m. British Summer Time

Venator Materials PLC
Titanium House, Hanzard Drive
Wynyard Park, Stockton-on-Tees
TS22 5FD UK

For the purposes of Article 55 of our Amended and Restated Articles of Association (the "Articles"), the offices of Venator Materials PLC, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, United Kingdom shall constitute the principal meeting place, where the Annual Meeting shall be deemed to take place. Due to travel and safety issues relating to COVID-19, please also note that the Board of Directors may not be present at this address.

Any person who participates at the Annual Meeting by way of these arrangements will be deemed present at, and will count in the quorum for, the Annual Meeting.

CERTAIN PROPOSALS MANDATED BY ENGLISH LAW

We are incorporated under the laws of England and Wales and our shares trade on the New York Stock Exchange ("NYSE") under the symbol "VNTR." As such, we are subject to UK Companies Act 2016 (the "Act") in the UK, US securities laws and regulations and the listing standards of the NYSE. The proposals in this Proxy Statement are based on these various regulations.

Certain proposals on which you are being asked to vote are customary or required for public limited companies incorporated in England and Wales to present to shareholders at each annual general meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. Specifically, proposals 3 through 5, as well as proposals 7 through 9, are customary proposals for public limited companies incorporated in England and Wales, and may be mandated by English law.

Your vote is important to us and allows you to participate in the future of our company.

Please cast your vote as soon as possible on the items listed below to ensure that your shares are represented.

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VENATOR MATERIALS PLC : PROXY STATEMENT

PROPOSALS REQUIRING YOUR VOTE

    
 
    
 
Board
Recommendation

 
Votes Required
for Approval

 
Unvoted Shares(1)
 
Abstentions
PROPOSAL 1 Election of Directors FOR each nominee Majority of votes cast Do not count Do not count
PROPOSAL 2   Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers   FOR   Majority of votes cast   Do not count   Count as a vote against
PROPOSAL 3 Non-Binding Advisory Vote to Receive the Annual Report and Accounts FOR Majority of votes cast Discretionary voting allowed Count as a vote against
PROPOSAL 4   Resolution to approve the Directors' Remuneration Policy   FOR   Majority of votes cast   Do not count   Count as a vote against
PROPOSAL 5 Non-Binding Advisory Vote on the Directors' Remuneration Report (other than the part containing the directors' remuneration policy) for the year ended December 31, 2019 FOR Majority of votes cast Do not count Count as a vote against
PROPOSAL 6   Resolution regarding the ratification of Deloitte LLP as Independent Registered Public Accounting Firm   FOR   Majority of votes cast   Discretionary voting allowed   Count as a vote against
PROPOSAL 7 Resolution regarding the re-appointment of Deloitte LLP as UK Statutory Auditor FOR Majority of votes cast Discretionary voting allowed Count as a vote against
PROPOSAL 8   Resolution to authorize the Board or the Audit Committee to Determine the Remuneration of Deloitte LLP as UK Statutory Auditor   FOR   Majority of votes cast   Discretionary voting allowed   Count as a vote against
PROPOSAL 9 Resolution to authorize Venator and its Subsidiaries to Make Political Donations and Incur Political Expenditure FOR Majority of votes cast Do not count Count as a vote against
PROPOSAL 10   Resolution to approve the amendment and restatement of the Venator Materials PLC 2017 Stock Incentive Plan   FOR   Majority of votes cast   Do not count   Count as a vote against
PROPOSAL 11 Resolution to approve the amendment and restatement of the Articles of Association FOR 75% of votes Do not count Count as a vote against
(1)
Based on NYSE rules, if your shares are held through a broker, bank or other nominee, they do not have discretion to vote on your behalf on non-routine matters if you do not provide voting instructions.

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VENATOR MATERIALS PLC : PROXY STATEMENT

VOTING OPTIONS

Even if you plan to attend our Annual Meeting in person, please read this Proxy Statement with care, and vote using any of the following methods. In all cases, have your proxy card in hand and follow the instructions.

BY INTERNET USING A COMPUTER BY TELEPHONE BY MAIL

GRAPHIC


GRAPHIC


GRAPHIC

Visit 24/7
www.proxyvote.com


Dial toll-free 24/7
1-800-690-6903


Cast your ballot, sign and date
your proxy card and send by mail

Please note that if you hold shares in "street name" (that is, in a brokerage account or through a bank or other nominee), you will need to follow the instructions provided to you by your broker, bank or other nominee on your voting instruction form to vote in advance of the Annual Meeting.

VISIT THE ANNUAL MEETING WEBSITE

Visit the Annual Meeting website: www.proxyvote.com.

Review and download easy to read, interactive versions of our Proxy Statement and the US 2019 Annual Report

Sign up for future electronic delivery to reduce costs

ATTEND OUR ANNUAL MEETING

Thursday, June 18, 2020
3:00 p.m. British Summer Time
Venator Materials PLC
Titanium House, Hanzard Drive
Wynyard Park, Stockton-on-Tees
TS22 5FD UK

Please note that if you hold shares in "street name" (that is, in a brokerage account or through a bank or other nominee), you will need to bring valid photo identification and a copy of a statement reflecting your share ownership as of April 22, 2020 or you will not be admitted.

PARTICIPATE IN OUR FUTURE, VOTE NOW

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VENATOR MATERIALS PLC : PROXY STATEMENT

SUMMARY

To assist you in reviewing the proposals to be voted upon at the Annual Meeting, this summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

DIRECTOR NOMINEES

The following table provides summary information about each director nominee.

Nominee
 
Age
 
Positions with Venator
 
Principal Occupation
 
Committees

Peter R. Huntsman

57 Chairman of the Board Chairman, President and Chief Executive Officer of Huntsman Corporation Litigation

Simon Turner

  56   President and Chief Executive Officer   President and Chief Executive Officer of Venator Materials PLC (our "CEO")    

Sir Robert J. Margetts

73 Vice Chairman and Lead Independent Director Former Deputy Chairman, PJSC Uralkali Audit, Compensation, Governance

Douglas D. Anderson

  70   Director   Dean of the Jon M. Huntsman School of Business at Utah State University   Audit Chair, Governance

Daniele Ferrari

59 Director Chief Executive Officer of Versalis S.p.A. Audit, Compensation Chair

Kathy D. Patrick

  59   Director   Partner and trial attorney at Gibbs & Bruns LLP   Compensation, Governance Chair, Litigation Chair

CORPORATE GOVERNANCE HIGHLIGHTS

67% of our directors are independent and all members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent ü
Our lead independent director, Sir Robert J. Margetts, chairs executive sessions of our independent directors at all regular meetings ü
Declassified board of directors ü
No super-majority shareholder voting requirements, except as required by the Act ü
We allow shareholders to request special meetings of shareholders ü
We separate the offices of Chairman of the Board and Chief Executive Officer ü
Mandatory director retirement age ü
Minimum share ownership requirements for directors and executive officers ü
Policy prohibiting short sales and hedging of Venator's shares by directors and executive officers ü
Our Audit, Compensation and Nominating and Corporate Governance committees have authority to retain outside, independent advisers and consultants ü
The Board and its committees exercise oversight of risks we face in a global market, including operational, financial, strategic, competitive, reputational, legal and regulatory risks ü

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VENATOR MATERIALS PLC : PROXY STATEMENT

EXECUTIVE COMPENSATION


WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL

At our Annual Meeting, our shareholders will have an opportunity to cast an advisory say-on-pay vote on the compensation paid to our NEOs. We ask that our shareholders vote to approve the compensation of our NEOs as reflected in this Proxy Statement. Please see "Proposal 2—Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers." Please also read our "Compensation Discussion and Analysis" beginning on page 20 for more information regarding our executive compensation program in 2019.

Performance Highlights in 2019

In 2019, the TiO2 industry and our results were impacted by macroeconomic uncertainty and limited visibility. Notwithstanding these significant headwinds, we delivered $194 million of adjusted EBITDA. We also made meaningful progress on our strategic priorities in 2019 and delivered on those items within our control. We are focused on executing on our strategy which includes delivering on our cost and operational efficiencies, further enhancing our cost competitiveness, strengthening our position in specialty and differentiated TiO2, advancing our customer-tailored approach to reduce our TiO2 price and margin volatility, improving our free cash flow generation and delivering on our personal and process safety performance targets.

This discussion of our financial, operational and strategic performance in this Proxy Statement relates to 2019 and has not been edited to provide any updates regarding any potential COVID-19 pandemic impacts on our business activities or performance.

One of the primary objectives of our executive compensation program is to align our executive officers' pay with our financial performance and the performance of our ordinary shares.

Our 2019 annual short-term incentive plan "STIP" award metrics comprised adjusted EBITDA, free cash flow, business improvement, zero harm targets and personal performance, which together accounted for approximately 21% of the total compensation payable to our NEOs.

Specific achievements in 2019 include the following:

Corporate adjusted EBITDA,(1) which is a key financial metric for our company and our shareholders, was $194 million, which met our target goal.
Corporate free cash flow,(2) which has a significant impact on our liquidity, net debt and strategic planning, was ($117) million, which met our target goal.
Business improvements, which measures adjusted EBITDA improvements based upon our business improvement program, was $15 million, which met our target goal.
(1)
Throughout this Proxy Statement, we refer to our EBITDA and adjusted EBITDA, which are non-GAAP financial measures. A presentation and reconciliation to the most directly comparable GAAP financial measures is contained on pages 47-48 of our annual report on Form 10-K for the year ended December 31, 2019 (the "2019 10-K"), as filed with the US Securities and Exchange Commission (the "SEC") on March 12, 2020.

(2)
Throughout this Proxy Statement, we refer to free cash flow, which is a non-GAAP financial measure. See Appendix B for additional information regarding free cash flow and a reconciliation to cash flow.

Consideration of our 2019 Say-on-Pay Vote and Shareholder Outreach

Overall, we believe our compensation programs are effective in implementing our primary compensation objectives. At our 2019 annual meeting, 98.9% of total votes cast (excluding abstentions and broker non-votes) voted in favor of our say-on-pay proposal. In designing the executive compensation program for 2020, the Compensation Committee considered the overall support that the previous year's say-on-pay proposal received. In addition, it considered perceived shareholder expectations and input regarding alignment of executive pay to our financial performance. Based on these considerations, the Compensation Committee determined to tie a portion of executives' pay to a measure of three-year return on net assets ("RONA") performance, with RONA comprising 50% of the payout for our performance units in 2020. In 2019, the Compensation Committee first instituted grants of performance units that vest after a period of three years based on the achievement of relative TSR milestones against a predetermined set of peer companies. 50% of the 2020 performance units will continue to be based on relative TSR milestones. In the aggregate, the performance units represent 25% of the equity award value granted to each executive officer in 2019 and 2020.

We maintain regular contact with our external investors regarding our business strategy and our efforts to create long-term value for our shareholders. The Board and management carefully consider the feedback from these meetings, as well as shareholder support, when reviewing our business, corporate governance and executive compensation policies.

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VENATOR MATERIALS PLC: PROXY STATEMENT

VENATOR MATERIALS PLC: PROXY STATEMENT


 


PART 1


 


 






 


INFORMATION ABOUT THE MEETING


 

GENERAL

The 2020 Annual General Meeting of Shareholders (the "Annual Meeting") of Venator Materials PLC ("Venator," "us," "we," or "our") will be held at the offices Venator Materials PLC, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, United Kingdom, held at 3:00 p.m. British Summer Time, on June 18, 2020, and any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of 2020 Annual General Meeting of Shareholders. Due to safety and travel issues relating to COVID-19, please also note that the Board of Directors may not be present at this address. Our board of directors (the "Board") is not aware of any other matters to be presented at the Annual Meeting.

The Board is soliciting your proxy to vote your shares at the Annual Meeting. We will bear the cost of the solicitation, including the cost of the preparation, assembly, printing and, where applicable, mailing of the Notice of 2020 Annual General Meeting of Shareholders, this Proxy Statement, the proxy card and any additional information furnished by us to our shareholders. In addition to solicitation by mail, certain of our directors, officers and employees may, without extra compensation, solicit proxies by telephone, facsimile, electronic means and personal interview. We have retained D.F. King & Co., Inc. for proxy solicitation services and have agreed to pay them $11,000 for these services plus incremental fees for shareholder telephone calls and reimbursement for reasonable expenses. We will also make arrangements with brokerage houses, custodians, nominees and other fiduciaries to send proxy materials to their principals, and we will reimburse them for postage and clerical expenses.

DELIVERY OF PROXY MATERIALS

Beginning on [    ·    ], 2020, we mailed proxy materials to our shareholders of record and beneficial owners who owned any of our ordinary shares at the close of business on April 22, 2020. The mailing contained instructions on how to access the proxy materials and vote online. We have made these proxy materials available to you over the Internet in connection with the solicitation of proxies by our Board for the Annual Meeting.

Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

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VENATOR MATERIALS PLC: PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1.  WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Annual Meeting, shareholders will vote upon the matters outlined in the Notice of 2020 Annual General Meeting of Shareholders and in the "Proposals to be Voted on at the Annual Meeting" section of this Proxy Statement and the consideration of any other matters properly presented at the Annual Meeting in accordance with our Articles. As of the date of this Proxy Statement, the Board is not aware of any other matters to be presented at the Annual Meeting. In addition, our management will respond to questions from shareholders at the Annual Meeting.

Any shareholder of record attending the Annual Meeting has the right to ask questions. Shareholders are kindly asked to direct questions to the Chairman of the Board and limit their questions to matters that relate directly to the business of the Annual Meeting. We must answer any questions asked by a shareholder of record attending the Annual Meeting relating to the business dealt with at the Annual Meeting unless to do so would: (i) interfere unduly with the business of the meeting; (ii) be undesirable in the interests of Venator or the good order of the meeting; (iii) involve the disclosure of confidential information; or (iv) be duplicative of information already provided on our website.

2.  WHAT IS INCLUDED IN THE PROXY MATERIALS?

The proxy materials include: (1) the Notice of 2020 Annual General Meeting of Shareholders; (2) this Proxy Statement, including our directors' remuneration report; and (3) the US 2019 Annual Report. The proxy materials also include a proxy card or a voting instruction card for the Annual Meeting.

Shareholders are referred to the US 2019 Annual Report for financial and other information about our activities. The US 2019 Annual Report is not incorporated by reference into this Proxy Statement and is not deemed to be a part hereof.

3.  WHAT IS A PROXY?

A proxy is your legal designation of another person to vote the shares you own. That other person is called a proxy and a shareholder of record who is entitled to attend and vote at the Annual Meeting is entitled to appoint another person as its proxy to exercise all or any of its rights and to speak and vote at the Annual Meeting. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. Peter R. Huntsman, our Chairman of the Board, Simon Turner, our President and Chief Executive Officer, also referred to herein as our "CEO," Kurt D. Ogden, our Executive Vice President and Chief Financial Officer and Russ R. Stolle, our Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, will serve as proxies for the Annual Meeting pursuant to the proxy card solicited by our Board.

A shareholder of record is entitled to appoint more than one proxy in relation to the Annual Meeting (provided that each proxy is appointed to exercise the rights attached to different ordinary shares). Such proxy need not be a shareholder of record, but must attend the Annual Meeting and vote as the shareholder of record instructs for such vote to be counted.

4.  WHAT IS A PROXY STATEMENT?

A proxy statement is a document that the regulations of the SEC require us to give you when we ask that you designate Peter R. Huntsman, Simon Turner, Kurt D. Ogden and Russ R. Stolle as proxies to vote on your behalf. This Proxy Statement includes information about the proposals to be considered at the Annual Meeting and other required disclosures, including information about the Board and our executive officers.

5.  HOW CAN I ACCESS THE PROXY MATERIALS OVER THE INTERNET?

Your proxy card or voting instruction card (as applicable) contains instructions on how to:

view our proxy materials online at https://materials.proxyvote.com/G9329Z; and

instruct us to send future proxy materials to you electronically by e-mail.

If you choose to access future proxy materials electronically, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to access proxy materials by e-mail will remain in effect until you terminate it.

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6.  WHAT IS THE RECORD DATE AND WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

The record date for the Annual Meeting is April 22, 2020. Owners of record of our ordinary shares at the close of business on the record date are entitled to:

receive notice of the Annual Meeting; and

vote at the Annual Meeting and any adjournments or postponements in accordance with our Articles.

At the close of business on April 22, 2020, there were 106,735,892 ordinary shares outstanding, each of which is entitled to one vote on each item of business to be conducted at the Annual Meeting, unless otherwise restricted from voting in accordance with applicable law and/or the Articles.

Any corporate shareholder of record may, by resolution of its articles or other governing body, authorize another person to act as its representative at the Annual Meeting and such authorized person will (on production of a certified copy of such resolution at the Annual Meeting) be entitled to exercise the same powers on behalf of the corporation as that corporation could exercise if it was an individual shareholder of Venator.

In the case of joint holders, the vote of the senior holder who submits a vote will be accepted to the exclusion of the vote of the other joint holders, with seniority determined by the order in which the names of the holders appear in the register of members of our transfer agent.

A list of shareholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices at Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, United Kingdom for 10 days prior to the Annual Meeting, during ordinary business hours, beginning on June 8, 2020. If you would like to review the shareholder list during ordinary business hours, please contact Venator Investor Relations at +1-832-663-4656 or via email at ir@venatorcorp.com to schedule an appointment.

7.  WHO MAY ATTEND THE ANNUAL MEETING?

All shareholders of record who owned ordinary shares at the close of business on the record date, April 22, 2020, or their duly appointed proxies, may attend the Annual Meeting and any adjournments or postponements thereof, as may our invited guests. "Street name shareholders," as described in Question 9 below, who owned ordinary shares at the close of business on April 22, 2020, may also attend subject to the requirements set forth in Questions 9 and 10 below. Seating is limited and admission is on a first-come, first-served basis. If you attend the Annual Meeting, you will need to bring your proxy card, a form of personal identification (such as a driver's license) and check in at the registration desk at the Annual Meeting. Please note that if you hold shares in "street name" (that is, in a brokerage account or through a bank or other nominee), you also will need to bring valid photo identification and a copy of a statement reflecting your share ownership as of April 22, 2020 or you will not be admitted.

8.  HOW MANY VOTES ARE REQUIRED TO HOLD THE ANNUAL MEETING?

The required quorum for the transaction of business at the Annual Meeting are shareholders entitled to cast at least the majority of the voting rights entitled to vote at the Annual Meeting, represented in person or by proxy. Consequently, the presence, in person or by proxy, of the holders of at least 53,367,946 ordinary shares is required to establish a quorum at the Annual Meeting. Shares that are voted with respect to a particular matter are treated as being present at the Annual Meeting for purposes of establishing a quorum. Abstentions and broker non-votes (discussed below) will be counted as present and entitled to vote for purposes of determining a quorum at the Annual Meeting.

9.  WHAT IS THE DIFFERENCE BETWEEN A SHAREHOLDER OF RECORD AND A SHAREHOLDER WHO HOLDS STOCK IN STREET NAME?

Most shareholders hold their shares through a broker, bank or other nominee (i.e., in "street name") rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those held in street name.

Shareholders of Record.  If your shares are registered directly in your name on the register of members with our transfer agent, you are considered, with respect to those shares, the "shareholder of record." As the shareholder of record, you have the right to grant your voting proxy directly or to vote in person at the Annual Meeting.

Street Name Shareholders.  If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered, with respect to those shares, the beneficial owner of shares held in "street name," and the proxy materials are being forwarded to you by your broker, bank or other nominee, which is considered, with respect to those shares, the

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shareholder of record. You have the right to instruct your broker, bank or other nominee how to vote and you are also invited to attend the Annual Meeting.

10.  WHAT DIFFERENT METHODS CAN I USE TO VOTE?

Shareholders of Record:    Shareholders of record may (1) vote their shares in person at the Annual Meeting by completing a ballot at the Annual Meeting; or (2) submit a proxy to have their shares voted by one of the following methods:

By Internet.    You may submit a proxy electronically on the Internet by following the instructions provided on the proxy card. Please have your proxy card in hand when you log onto the website. Internet voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on June 17, 2020.

By Telephone.    You may submit a proxy by telephone using the number listed on the proxy card. Please have your proxy card in hand when you call. Telephone voting facilities will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on June 17, 2020.

By Mail.    If you received a paper copy of the proxy materials by mail, you may indicate your vote by completing, signing and dating your proxy card and returning it in the enclosed reply envelope.

Street Name Shareholders:    Street name shareholders may generally vote their shares or submit a proxy to have their shares voted by one of the following methods:

By the Methods Listed on the Voting Instruction Form.    Please refer to the voting instruction form or other information forwarded by your bank, broker or other nominee to determine whether you may submit a proxy by telephone or on the Internet, following the instructions provided by the record holder.

In Person.    If you are a street name shareholder, you may vote in person at the Annual Meeting only if you obtain a legal proxy from your bank, broker or other nominee. Please consult the voting instruction form or other information sent to you by your bank, broker or other nominee to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting.

SUBMITTING YOUR PROXY VIA INTERNET, TELEPHONE OR MAIL DOES NOT AFFECT YOUR ABILITY TO VOTE IN PERSON AT THE ANNUAL MEETING.

11.  WHAT HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS WHEN RETURNING MY PROXY?

Shareholders of Record:    A proxy that is properly completed and submitted will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you are a shareholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then your shares will be voted at the Annual Meeting in accordance with the Board's recommendation on all matters presented for a vote at the Annual Meeting. Similarly, if you properly complete and submit a proxy, but do not indicate any contrary voting instructions, your shares will be voted for a particular proposal or for all of the proposals in accordance with the Board's recommendation. If any other business properly comes before the shareholders for a vote at the meeting, your shares will be voted at the discretion of the holders of the proxy. As at the date of this Proxy Statement, the Board knows of no matters, other than those previously described, to be presented for consideration at the Annual Meeting.

Street Name Shareholders:    In some cases, your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Specifically, brokerage firms have the authority under NYSE rules to cast votes on certain "routine" matters if they do not receive instructions from the beneficial holder. For example, ratification of the appointment of the independent registered public accounting firm is considered a routine matter for which a brokerage firm may vote shares for which it has not received voting instructions. This is called a "broker discretionary vote." When a proposal is not a routine matter and a brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a "broker non-vote." Proposals 1, 2, 4, 5, 9, 10 and 11 are not considered routine matters. Therefore, if you are a street name shareholder and do not provide voting instructions to your broker with respect to these matters, it will result in a broker non-vote with respect to such proposals. Broker non-votes will have no effect on the outcome of these proposals.

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12.  WHAT VOTES ARE NEEDED FOR EACH PROPOSAL TO PASS AND IS BROKER DISCRETIONARY VOTING ALLOWED?

Proposal
 
    
 
Vote Required
 
Broker
Discretionary
Vote Allowed

(1) Election of Directors Majority of votes cast in person or by proxy and entitled to vote No
(2)   Non-Binding Advisory Vote on Named Executive Officer Compensation   Majority of votes cast in person or by proxy and entitled to vote   No
(3) Receipt of the Annual Report and Accounts Majority of votes cast in person or by proxy and entitled to vote Yes
(4)   Approval of the Directors' Remuneration Policy   Majority of votes cast in person or by proxy and entitled to vote   No
(5) Non-Binding Advisory Vote on the Directors' Remuneration Report (Other than the Part Containing the Directors' Remuneration Policy) for the year ended December 31, 2019 Majority of votes cast in person or by proxy and entitled to vote No
(6)   Ratification of our Independent Registered Public Accounting Firm in the US for the year ending December 31, 2020   Majority of votes cast in person or by proxy and entitled to vote   Yes
(7) Re-appointment of our UK Statutory Auditor Majority of votes cast in person or by proxy and entitled to vote Yes
(8)   Authorize the Board or the Audit Committee to Determine the Remuneration of our UK Statutory Auditor   Majority of votes cast in person or by proxy and entitled to vote   Yes
(9) Authorize Venator and its Subsidiaries to Make Political Donations and Incur Political Expenditure Majority of votes cast in person or by proxy and entitled to vote No
(10)   Approve the Amended and Restated 2017 Stock Incentive Plan   Majority of votes cast in person or by proxy and entitled to vote   No
(11) Approve the amendment and restatement of the Venator Materials PLC Articles of Association 75% of votes cast in person or by proxy and entitled to vote No

In respect of Proposal 3 relating to the receipt of the Annual Report and Accounts and the non-binding advisory resolutions in Proposals 2 and 5 relating to, respectively, the compensation of our NEOs and the directors' remuneration report, the results of the vote are advisory and will not be legally binding on us. However, the Board values the opinions of our shareholders and will carefully consider the outcome of the advisory votes.

13.  HOW ARE ABSTENTIONS AND BROKER NON-VOTES TREATED?

As noted above, abstentions and broker non-votes are counted for purposes of determining a quorum. For purposes of determining whether a proposal is approved (other than the election of directors), abstentions are counted in the tabulation of shares present in person or represented by proxy and have the same effect as voting against a proposal. Broker non-votes are not considered as shares having voting power present in person or represented by proxy and will not be counted toward the vote total and therefore will have no effect on the outcome of a proposal.

14.  WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE ANNUAL MEETING?

If you grant a proxy, the persons named as proxy holders will have discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. Under Rule 14a-8 and the provisions of our Articles, the deadline for notifying us of any additional proposals to be presented at the Annual Meeting has passed and, accordingly, shareholders may not present proposals at the Annual Meeting.

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15.  CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?

If you are a shareholder of record, you may revoke a previously submitted proxy at any time before the polls close at the Annual Meeting by:

voting again by telephone or through the Internet prior to 11:59 p.m. Eastern Daylight Time on June 17, 2020;

requesting, completing and mailing in a new paper proxy card;

giving written notice of revocation to our Corporate Secretary by mail to Corporate Secretary, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees TS22 5FD; or

attending the Annual Meeting and voting in person (merely attending the Annual Meeting will not revoke a prior submitted proxy).

Any written revocation or later dated proxy that is mailed must be received by the Corporate Secretary before the close of business on June 17, 2020. Alternatively, you may hand deliver a written revocation notice or a later dated proxy to Venator's Corporate Secretary at the Annual Meeting before voting begins.

If you are a street name shareholder, you must follow the instructions to revoke your proxy, if any, provided by your bank, broker or other nominee.

16.  WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE SET OF PROXY MATERIALS?

It means that you have multiple accounts with our transfer agent, Computershare, and/or brokers, banks or other nominees. Please vote all of your shares. We recommend that you contact Computershare and/or your broker, bank or other nominee (as applicable) to consolidate as many accounts as possible under the same name and address. If you have multiple accounts with Computershare that you want to consolidate, please submit your request by mail to Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, or by telephone at 1-866-644-4127. Computershare may also be reached through its website at www.computershare.com.

17.  WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be checked by the scrutineers and published in a Current Report on Form 8-K, which Venator is required to file with the SEC. The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the Act will be made available on www.proxyvote.com as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter.

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PART 2


 


 






 


BOARD OF DIRECTORS


 

DIRECTOR NOMINEES

Presented below is information with respect to our six director nominees to be elected as directors at this year's Annual Meeting to serve until the 2021 annual general meeting of shareholders. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that such director should serve on the Board.

NOMINEES TO BE ELECTED AT THE ANNUAL MEETING

PETER R. HUNTSMAN GRAPHIC

Mr. Huntsman, age 57, was appointed as a director and Chairman of the Board in the second quarter of 2017. Mr. Huntsman currently serves as Chairman of the Board, President and Chief Executive Officer of Huntsman Corporation and has served as a director of Huntsman Corporation and its affiliated companies since 1994. Prior to his appointment in July 2000 as CEO of Huntsman Corporation, Mr. Huntsman had served as its President and Chief Operating Officer since 1994. In 1987, after working for Olympus Oil since 1983, Mr. Huntsman joined Huntsman Polypropylene Corporation as Vice President before serving as Senior Vice President and General Manager. Mr. Huntsman has also served as Senior Vice President of Huntsman Chemical Corporation and as a Senior Vice President of Huntsman Packaging Corporation, a former subsidiary of Huntsman Corporation. Mr. Huntsman serves as a member of our special litigation committee (the "Litigation Committee").

Our Board has concluded Mr. Huntsman should continue to serve as a director for the following reasons, among others: (1) his current position as the Chairman and CEO of a major chemical company provide our Board and our company with invaluable operational, financial, regulatory and governance insights; and (2) his years of experience in the chemical industry and considerable role in the history and management of Huntsman Corporation (including while we were part of Huntsman Corporation) provide him with extensive background on our business, the chemical industry and related opportunities and challenges, and help provide continuity for employees and customers of Venator.

SIMON TURNER GRAPHIC

Mr. Turner, age 56, has served as President and Chief Executive Officer and as a director since the second quarter of 2017. Mr. Turner served as Division President, Pigments & Additives, at Huntsman Corporation from November 2008 to August 2017, Senior Vice President, Pigments & Additives, from April 2008 to November 2008, Vice President of Global Sales from September 2004 to April 2008 and General Manager Co-Products and Director Supply Chain and Shared Services from July 1999 to September 2004. Prior to joining Huntsman Corporation, Mr. Turner held various positions with Imperial Chemical Industries PLC ("ICI").

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Our Board has concluded Mr. Turner should continue to serve as a director for the following reasons, among others: (1) his extensive experience in the chemical industry enables him to provide valuable business insights; and (2) his wealth of knowledge about our business and his demonstrated track record leading our company and Huntsman Corporation's Pigments & Additives segment enable him to advise our Board regarding our company's strategic plans and goals.

SIR ROBERT J. MARGETTS GRAPHIC

Sir Robert, age 73, was appointed as a director in the second quarter of 2017. Sir Robert also serves as a director of Huntsman Corporation, a position he has held since August 2010, and on the boards of a number of privately held companies. Sir Robert served as Deputy Chairman of PJSC Uralkali from 2010 to 2018. In addition to previously serving as a director for several other companies, including Chairman of Legal and General Group PLC and Chairman of BOC Group PLC, Sir Robert also previously worked for ICI, where he also served as the Vice Chairman of its Main Board. Sir Robert serves as our Lead Independent Director and Vice Chairman and as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee (the "Governance Committee").

Our Board has concluded Sir Robert should continue to serve as a director for the following reasons, among others: (1) his deep knowledge of the chemical industry and years of experience, both globally and particularly in Europe, enable him to provide our Board with advice and expertise regarding the industry and its business cycles; and (2) his global business background and years of leadership, including on other boards, give him the necessary experience to effectively serve as our Vice Chairman and Lead Independent Director and contribute to the Board's corporate governance responsibilities.

DOUGLAS D. ANDERSON GRAPHIC

Mr. Anderson, age 70, was appointed as a director of Venator in August 2017. Mr. Anderson holds a PhD from Harvard University. He currently serves as the Dean of the Jon M. Huntsman School of Business at Utah State University, a position he was appointed to in 2006, and is the Jon M. Huntsman Presidential Professor of Leadership. Previously, Mr. Anderson served as Deputy Counselor to the Secretary, US Treasury, as a director of corporate development for Bendix Corporation, and as managing partner of the Center for Executive Development, an executive consulting firm. From 1978 to 1988, he was a member of the faculty of Harvard Business School. In 2016, he returned to Harvard to teach corporate governance in the MBA program. Mr. Anderson is the Chair of the Audit Committee and a member of the Governance Committee.

Our Board has concluded Mr. Anderson should continue to serve as a director for the following reasons, among others: (1) his extensive business and leadership expertise enables him to provide important insights; and (2) his academic experience as dean of an important business school provides a valuable perspective in areas related to corporate governance, compliance and talent management.

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DANIELE FERRARI GRAPHIC

Mr. Ferrari, age 59, was appointed as a director of Venator in August 2017. Mr. Ferrari also serves as a director of Huntsman Corporation. Mr. Ferrari serves as Chief Executive Officer of Versalis S.p.A., a chemical manufacturer, and as Chairman of Matrìca S.p.A., a joint-venture with Novamont focusing on renewable chemistry, positions he has held since March 2011. Mr. Ferrari has over 30 years of experience in the chemical industry, including as President of Huntsman Corporation's Performance Products division until January 2011 and in several business assignments at ICI in the UK In addition, Mr. Ferrari is President of PlasticsEurope, an association of plastics manufacturers, and is President and a board member of Cefic. Mr. Ferrari is Chair of the Compensation Committee and a member of the Audit Committee.

Our Board has concluded Mr. Ferrari should continue to serve as a director for the following reasons, among others: (1) his experience in and knowledge of the global chemical industry, particularly in Europe, enables him to provide strategic insight; and (2) his executive leadership experience as CEO of a prominent chemical manufacturer with international business operations gives him valuable insight into and contacts within the international chemical industry.

KATHY D. PATRICK GRAPHIC

Ms. Patrick, age 59, was appointed as a director in October 2017. Ms. Patrick is currently a partner in the Houston law firm of Gibbs & Bruns LLP, where she began her legal career in 1986 after graduating from Harvard Law School. Her legal practice is focused on complex commercial litigation, with an emphasis on securities law, creditor recovery litigation, and institutional investor litigation. Ms. Patrick has recovered over $20 billion for her clients, including successful settlements for clients in a number of landmark and high-profile corporate disputes. Ms. Patrick is Chair of the Governance Committee and the Litigation Committee, and a member of the Compensation Committee.

Our Board has concluded Ms. Patrick should continue to serve as a director for the following reasons, among others: (1) her legal expertise and extensive experience with complex commercial and securities litigation enable her to provide insight into our legal risks and strategies; and (2) her knowledge of and experience with securities law, corporate governance and related laws enables her to provide strategic insights to the Board and our company.

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DIRECTOR COMPENSATION

Our Corporate Governance Guidelines provide for compensation for our non-employee directors services, in recognition of their time and skills. Directors who are also our officers or employees do not receive additional compensation for serving on the Board. Annual compensation for our non-employee directors comprises cash and stock-based equity compensation. Cash compensation paid to our non-employee directors comprises annual retainers and supplemental retainers for chairs and members of Board committees (detailed in footnote (2) to the Director Compensation Table below). Stock-based equity compensation for 2019 consisted of awards granted under the Venator Materials PLC 2017 Stock Incentive Plan (the "Stock Incentive Plan") in the form of share units.

Maintaining a market-based compensation program for our non-employee directors enables our company to attract qualified members to serve on the Board. With the assistance of Meridian Compensation Partners, LLC ("Meridian"), the Compensation Committee's independent compensation consultant, the Compensation Committee will periodically review our non-employee director compensation practices and compare them to the practices of our peers as well as against the practices of public company boards generally, to ensure our practices are aligned with market practices.

We offer non-employee directors in the US the opportunity to participate in the Venator Outside Directors Elective Deferral Plan. This is an unfunded nonqualified deferred compensation plan established primarily for the purpose of providing our non-employee directors with the ability to defer the receipt of director fees. The investment choices available under this plan are identical to the investment choices available under our 401(k) plan, which are described in greater detail below under "Compensation Discussion and Analysis—Elements of Venator's Executive Compensation Program—Other Elements of Compensation." Benefits under the plan are payable in cash distributable either in a lump sum or in installments over a period of 3 years, 5 years or 10 years, with payments beginning within 60 days after the director ceases to be a member of our Board. For 2019, Ms. Patrick was the only non-employee director who elected to participate in this plan, deferring all 2019 fees.

The Compensation Committee believes that our total director compensation package is competitive with market practices and is fair and appropriate in light of the responsibilities and obligations of our non-employee directors. Details of our non-employee director compensation program appear below.

DIRECTOR COMPENSATION TABLE

Total 2019 compensation for our non-employee directors is shown in the following table:

Name(1)
Fees Earned
or Paid in
Cash ($)(2)

Stock
Awards
($)(3)

Total ($)

Peter R. Huntsman

$100,000 $120,000 $220,000

Sir Robert J. Margetts

$120,000 $120,000 $240,000

Douglas D. Anderson

$105,000 $120,000 $225,000

Daniele Ferrari

$100,000 $120,000 $220,000

Kathy D. Patrick

$95,000 $120,000 $215,000
(1)
Simon Turner, our CEO, served as a director of our company in 2019 but is not included in this table since he was also our employee during 2019 and did not receive any additional compensation for service as a director. His total compensation for service as CEO is shown in the 2019 Summary Compensation Table on page 34.

(2)
For 2019, non-employee directors received the following cash retainers:
Director*
Annual
Retainer

Audit
Committee

Compensation
Committee

Governance
Committee

Chairman
Lead Independent
Director

Peter R. Huntsman

$60,000 $40,000

Sir Robert J. Margetts

$60,000 $15,000 $10,000 $10,000 $25,000

Douglas D. Anderson

$60,000 $35,000 $10,000

Daniele Ferrari

$60,000 $15,000 $25,000

Kathy D. Patrick

$60,000 $10,000 $25,000
*
Non-employee directors receive annual retainers of $60,000, an additional $15,000 annual retainer for service on the Audit Committee and a $10,000 annual retainer for service on each other committee. In addition, non-employee directors receive an additional retainer for service as committee chair of $20,000 for the Audit Committee and $15,000 for each of the other committees. In addition, the chairman of

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the board receives an annual retainer of $40,000 and the lead independent director receives an annual retainer of $25,000. No annual retainer is paid for service on the Litigation Committee. All directors are reimbursed for reasonable out-of-pocket expenses incurred for attending meetings of the Board or its committees and for other reasonable expenses related to the performance of their duties as directors.

(3)
This column represents the aggregate grant date fair value of fully vested share unit awards granted in 2019, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification, Topic 718 ("FASB ASC Topic 718"). On February 13, 2019, each non-employee director received a share unit award of 20,870 shares based on the grant date fair value of $5.75 per share. The shares underlying share unit awards are vested on the date of grant, but the shares are not deliverable until a director's termination of service. Therefore, none of our directors held outstanding unvested equity awards as of December 31, 2019. See "Note 18. Share-Based Compensation Plan" to our consolidated financial statements in the 2019 10-K for additional detail regarding assumptions underlying the value of these equity awards.

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PART 3


 


 






 


CORPORATE GOVERNANCE


 

The Board is committed to corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties to shareholders and to our company. Key corporate governance principles observed by the Board and our company include:

67% of our directors are independent and all members of our Audit, Compensation and Governance Committees are independent ü
Our lead independent director, Sir Robert J. Margetts, chairs executive sessions of our independent directors at all regular meetings ü
Declassified board of directors ü
No super-majority shareholder voting requirements, except as required by the Act ü
We allow shareholders to request special meetings of shareholders ü
We separate the offices of Chairman of the Board and Chief Executive Officer ü
Mandatory director retirement age ü
Minimum share ownership requirements for directors and executive officers ü
Policy prohibiting short sales and hedging of Venator's shares by directors and executive officers ü
Our Audit, Compensation and Governance committees have authority to retain outside, independent advisers and consultants ü
The Board and its committees exercise oversight of risks we face in a global market, including operational, financial, strategic, competitive, reputational, legal and regulatory risks ü

BOARD GOVERNANCE

The Board and its committees meet throughout the year on a set schedule and hold special meetings and act by written resolution from time to time, as appropriate. During 2019, the Board met five times, the non-management directors met in executive session four times and the independent directors met in executive session four times. During 2019, each director attended at least 75% of the aggregate of:

the total number of meetings of the Board; and

the total number of meetings held by all Board committees on which such person served.

BOARD LEADERSHIP STRUCTURE AND EXECUTIVE SESSIONS OF THE BOARD

According to our Articles, the Chairman of the Board is appointed by all of the directors on the Board to preside at all meetings of the Board and shareholders. Mr. Huntsman is currently the Chairman of the Board. In accordance with our Corporate Governance Guidelines, the Board has no policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer. Our Articles expressly allow our Chairman of the Board to also serve as President or Chief Executive Officer, if so elected by the Board. Currently, the Chairman of the Board does not serve as President or Chief Executive Officer. The Board believes that this issue should be considered periodically as part of the succession planning process and that it is in the best interests of our company for the Board to make a determination regarding this issue each time it appoints a new Chief Executive Officer. Based on these principles, the Board may determine that it is appropriate in the future to combine the roles of Chairman of the Board and Chief Executive Officer.

Our Articles also allow the Board to elect one or more deputy chairs to preside at Board and shareholder meetings and to perform such other duties as may be delegated by the Board, in either case in the absence of the Chairman of the Board. The Board believes that it obtains effective additional Board leadership through the role of the Vice Chairman as deputy chairman, which is currently filled by Sir Robert, who also serves as our Lead Independent Director. As Lead Independent Director, Sir Robert communicates with management on issues relevant to the independent directors. In accordance with our Corporate

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Governance Guidelines, non-management directors meet in executive session without management at each regularly scheduled Board meeting, or more frequently as needed at the call of one or more of our non-management directors. Our Corporate Governance Guidelines also require that our independent directors meet in executive session at least once annually without those non-management directors who are not independent, or more frequently as needed at the call of one or more of our independent directors. Sir Robert, who serves as Lead Independent Director and Vice Chairman, chairs these sessions.

We believe that the appropriate Board leadership structure varies depending on the circumstances facing the Board and our company at any given time. We believe that our current Board leadership structure efficiently addresses our company's present needs and allows the Board to fulfill its role in exercising effective, independent oversight of management on behalf of our shareholders. The Board further believes that we have effective structures, processes and arrangements in place to ensure that the work of the Board is completed in a manner that maintains the highest standards of corporate governance, independence and leadership, as well as continued accountability of management.

BOARD INDEPENDENCE

It is important to us that investors have confidence that an individual serving as an independent director does not have any relationship with our company that impairs his or her independence. Under NYSE corporate governance rules, the Board must have a majority of independent directors. For a director to qualify as independent, the Board must affirmatively determine that the director has no material relationship with our company, either directly or as a partner, shareholder or officer of an organization that has a relationship with our company. To assist in making independence determinations, the Board has adopted independence criteria which can be found on our website at www.venatorcorp.com. Under these criteria, a director is not independent if:

The director is, or has been within the last three years, an employee of our company or an employee of any of our subsidiaries, or an immediate family member is, or has been within the last three years, an executive officer of our company.

The director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from us (other than director and committee fees and pension or other forms of deferred compensation for prior service, which compensation is not contingent upon continued service). Compensation received by an immediate family member for service as an employee (other than as an executive officer) of ours is not considered for purposes of this standard.

The (1) director or an immediate family member is a current partner of a firm that is our internal or external auditor; (2) director is a current employee of such a firm; (3) director has an immediate family member who is a current employee of such a firm and who personally works on our company's audit; or (4) director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on our audit within that time.

The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company's compensation committee.

The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1.0 million or 2% of such other company's consolidated gross revenues.

The director is an executive officer of any charitable or non-profit organization to which we have made, within the preceding three years, contributions in any single fiscal year that exceeded the greater of $1.0 million, or 2% of such charitable or non-profit organization's consolidated gross revenues.

With the assistance of company legal counsel, the Governance Committee has reviewed the applicable legal and NYSE standards for independence, as well as our independence criteria. Each year, the Governance Committee reviews: (i) a summary of the answers to annual questionnaires completed by each of the directors (and, if applicable, any nominees for director); and (ii) to the extent applicable, a report of transactions and relationships between each director (and, if applicable, any nominee for director) or any of such director's family members, and our company, our senior management or our independent registered public accounting firm. To the extent that such relationships do not change from year to year, the Governance Committee is informed that there have been no changes in such relationships.

Based on its review, the Governance Committee delivered a report to the full Board and the Board made its independence determinations based on the Governance Committee's report and the supporting information. As a result of this review, the Board has determined that Sir Robert, Messrs. Anderson and Ferrari and Ms. Patrick, who currently constitute a majority of the

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Board, are independent. These independent directors currently comprise, in full, the membership of the Audit, Compensation and Governance committees of the Board, discussed below.

Mr. Huntsman is not yet considered to be independent because he was the chief executive officer of Huntsman Corporation during the time our Company was a business division of Huntsman Corporation prior to the Separation in August 2017. Mr. Turner is not considered to be an independent director because he is employed by our company.

COMMITTEES OF THE BOARD

The Board has Audit, Compensation and Governance committees, each consisting of independent directors, and a Litigation Committee, each structured as follows:

Director
Audit
Committee

Compensation
Committee

Governance
Committee

Litigation
Committee

Douglas D. Anderson

ICON ICON

Daniele Ferrari

ICON ICON    

Peter R. Huntsman

ICON

Sir Robert J. Margetts(1)

ICON ICON ICON  

Kathy D. Patrick

ICON ICON ICON

Number of meetings in 2019

8

4

4

3

  ICON Chair ICON Member  
(1)
Designated as "audit committee financial expert" under SEC regulations

Each of these committees has a written charter approved by the Board, which is available on our website at www.venatorcorp.com. We will also furnish copies of any charter free of charge to any person who requests them. Requests for copies should be directed to the Corporate Secretary, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, United Kingdom or to CorporateSecretary@venatorcorp.com.

AUDIT COMMITTEE

Duties

Sole responsibility for the appointment, retention and termination of our independent registered public accounting firm
Responsible for the compensation and oversight of the work of our independent registered public accounting firm
Monitors our independent registered public accounting firm's qualifications and independence
Monitors the integrity of our financial statements
Monitors the performance of our internal audit function and independent registered public accounting firm
Monitors our compliance with legal and regulatory requirements applicable to financial and disclosure matters
Monitors financial and enterprise risk exposures to our company

The Board has determined that each member of the Audit Committee meets the independence requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the NYSE Corporate Governance Standards. The Board has also determined that Sir Robert qualifies as an "audit committee financial expert" as defined by the regulations of the SEC. In addition, the Board has determined that all members of the Audit Committee are financially literate and have the accounting and related financial management expertise within the meaning of the NYSE Corporate Governance Standards. No member of the Audit Committee serves on more than two other public company audit committees.

Additional information regarding the Audit Committee's responsibilities can be found under the sections entitled "—Board Role in Risk Oversight" and "Audit Committee Report" below.

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COMPENSATION COMMITTEE

Duties

Supports the Board in fulfilling its oversight responsibilities relating to senior management and director compensation
Reviews, evaluates and approves our compensation programs, policies and plans, including annual short-term incentive plan "STIP" awards, equity-based compensation and compensation agreements*
Reviews and approves compensation for our corporate and executive officers who are employees, and reviews and recommends compensation for our directors*
Carries out its responsibilities under applicable securities laws and regulations relating to our proxy statement for the annual general meeting of shareholders or other applicable report or filing
Performs such other functions as the Board may assign from time to time
Monitors employment and compensation-related risk exposures to our company
*
Please see "Compensation Discussion and Analysis—How We Determine Executive Compensation" for additional information on the Compensation Committee's processes and procedures for the consideration and determination of executive officer and director compensation.

The Board has determined that each member of the Compensation Committee meets the independence requirements of the Exchange Act and the NYSE Corporate Governance Standards. The Compensation Committee's charter permits the Compensation Committee to form, and delegate some or all of its authority to, subcommittees when it deems appropriate. In particular, the Compensation Committee may delegate the approval of both cash and equity award grants and other responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the Compensation Committee who are non-employee directors or outside directors or, in some limited circumstances, to management.

The Compensation Committee typically meets at least four times each year to address various compensation issues and processes. Our CEO does not have the ability to call Compensation Committee meetings, but generally attends Compensation Committee meetings at the Compensation Committee's request to answer questions and provide input regarding the performance of our executive officers. However, the CEO is not present while decisions regarding his compensation are made. In addition, each Compensation Committee meeting includes an executive session without members of management present. The Compensation Committee advises the full Board of any material changes regarding executive compensation matters.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Duties

Ensures that our corporate governance system performs well
Reviews and assesses the adequacy of our Corporate Governance Guidelines annually
Monitors director independence
Manages the Board's annual director evaluation process
Assesses the appropriate balance of skills, characteristics and perspectives required for an effective Board
Identifies, screens and recommends qualified director candidates
Periodically assesses the adequacy of the Board's size
Monitors our compliance with legal and regulatory requirements
Oversees succession planning for our CEO
Oversees our corporate and environmental, health and safety ("EHS") compliance programs
Monitors EHS and compliance risk exposures to our company

The Governance Committee's members are independent under the Board's Corporate Governance Guidelines and the NYSE Corporate Governance Standards.

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LITIGATION COMMITTEE

In addition to the independent committees described above, the Board also has a Litigation Committee. The Litigation Committee assists the Board by reviewing and assessing current and potential litigation and areas of legal exposure in which our company is or could be involved and making recommendations to the Board regarding legal matters. The Litigation Committee generally meets quarterly in connection with our regularly scheduled Board meetings.

BOARD ROLE IN RISK OVERSIGHT

Management is responsible for assessing and managing risks our company faces, including establishing controls to manage risks and bringing to the attention of the Board any significant risks facing our company. As part of this responsibility, management continually assesses enterprise risk management assessment. The Board is responsible for overseeing management in this effort. The Board understands that its focus on effective risk oversight is critical to setting our company's tone and culture towards effective risk management.

The Board has delegated to the Audit Committee the responsibility for oversight of financial and enterprise risk. The Audit Committee engages in discussions with management to establish a mutual understanding of our company's overall appetite for risk. The Audit Committee and management also discuss existing risk management processes and the ways in which management identifies, assesses and manages our company's most significant risk exposures. In exercising its oversight, the Audit Committee strives to effectively oversee our company's enterprise-wide and financial risk management in a way that balances managing risks while enhancing the long-term value of our company for the benefit of our shareholders.

The Audit Committee receives regular presentations from key leaders of our businesses and functions about significant risks the business or function faces. These presentations assist the Audit Committee in evaluating our company's risk assessment and risk management policies and practices. The presentations address strategic, operational, financial reporting, cyber security, compliance, governance and other risks, as appropriate.

The Governance Committee oversees risks related to our EHS and compliance programs and receives regular reports from management regarding these risks. The Litigation Committee oversees risks related to litigation matters and legal exposures and receives regular reports from management regarding these risks. The Compensation Committee's oversees risks related to our compensation practices, which are discussed in more detail in the "Compensation Discussion and Analysis" below.

We believe that the oversight function of the Board and its committees, combined with its active dialogue with management about risks our company faces and effective risk management, provide our company with the appropriate framework to help ensure effective risk oversight.

DIRECTOR ATTENDANCE AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

We believe that there are benefits to having members of the Board attend our annual general meetings of shareholders. From time to time, however, a member of the Board might have a compelling and legitimate reason for not attending an annual general meeting. As a result, the Board has decided that director attendance at our annual general meetings of shareholders should be strongly encouraged, but not required. All of our directors attended the 2019 Annual Meeting.

DIRECTOR QUALIFICATION STANDARDS AND DIVERSITY

The Governance Committee's minimum qualifications and specific qualities and skills required for directors are set forth in Section 1 of our Corporate Governance Guidelines, which are available on our website at www.venatorcorp.com. These Guidelines require that a majority of directors on the Board meet the criteria for independence required by the NYSE, and that each director functions consistent with the highest level of professional ethics and integrity. Each of our directors is expected to devote sufficient time and effort to learn the business of our company and the Board, to use his or her own unique skills and experiences to provide independent oversight to our business, to participate in a constructive and collegial manner, to exhibit a high level of commitment to our company and to exercise independent thought and judgment. Although we do not have a separate diversity policy relating to the identification and evaluation of nominees for director, our Corporate Governance Guidelines require that the Governance Committee consider each candidate's background, ability, judgment, skills and experience in the context of the needs of the Board when evaluating director nominees. The Governance Committee believes it

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is important for Board members to possess skills and knowledge in the areas of leadership of large, complex organizations, finance, strategic planning, legal, government relations and relevant industries, especially the chemical industry. These considerations help the Board as a whole to have the appropriate mix of characteristics, skills and experiences for optimal functioning in its oversight of our company. As part of its periodic self-assessment process, the Governance Committee annually reviews and evaluates its performance, including the overall composition of the Board and the criteria that it uses for selecting nominees.

DIRECTOR NOMINATION PROCESS

The purpose and responsibilities of the Governance Committee, described in the committee's charter (available on our website at www.venatorcorp.com), include recommending to the Board nominees for election as directors. The Governance Committee's members are independent under the Board's Corporate Governance Guidelines and the NYSE standard. The Governance Committee identifies director candidates through a variety of means, including recommendations from other Board members and management. The Governance Committee may also use third-party search consultants to identify director candidates. In addition, the Governance Committee receives shareholder recommendations for candidates for the Board. All shareholder recommendations must comply with the notice requirements contained in Article 46 of our Articles, which require, among other things, detailed information concerning the shareholder making the proposal (and the beneficial owner on whose behalf the proposal is made, if any), the name and address of the shareholder and specific information concerning such shareholder's interests in our company's securities, including derivative instruments. In addition, the notice must include the recommended candidate's name, biographical data, qualifications, details regarding any material monetary agreements between the shareholder and the proposed nominee, and a written questionnaire completed by the proposed nominee.

From time to time, the Governance Committee may request additional information from the nominee or the shareholder. The Governance Committee uses the same process to screen all potential candidates, regardless of the source of the recommendation. The Governance Committee determines whether the candidate meets our minimum qualifications and specific qualities and skills for directors and whether requesting additional information or an interview is appropriate. Except as described under "Shareholder Proposals and Director Nominations for the 2021 Annual General Meeting," the procedures set forth in Article 46 of our Articles are the exclusive means for a shareholder to make director nominations or submit other proposals before an annual or special meeting of the shareholders.

Our Articles are available on our website at www.venatorcorp.com in the "Investor Relations" section. We will also furnish a copy of our Articles free of charge to any person who requests one. Requests for copies should be directed to the Corporate Secretary, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, United Kingdom or to CorporateSecretary@venatorcorp.com. For additional information about shareholder nominations, including nominations for the 2021 annual general meeting of shareholders, see "Shareholder Proposals and Director Nominations for the 2021 Annual General Meeting."

SHAREHOLDER COMMUNICATIONS POLICY

Shareholders and other interested parties may communicate directly and confidentially with the Board, the non-management directors, the independent directors or the Lead Independent Director by sending a letter addressed to the intended recipients, c/o Corporate Secretary, Venator Materials PLC, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees TS22 5FD, United Kingdom or by sending an e-mail specifying the intended recipients to CorporateSecretary@venatorcorp.com. The Corporate Secretary will review such communications and, if appropriate, forward them only to the intended recipients. Communications that do not relate to the responsibilities of the intended recipients as directors of Venator (such as communications that are commercial or frivolous in nature) will not be forwarded. In addition, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will not be forwarded. A copy of our Shareholder Communications Policy is available on our website at www.venatorcorp.com.

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CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines. The Governance Committee is responsible for implementing the guidelines and making recommendations to the Board concerning corporate governance matters. Among other matters, the guidelines provide for the following:

membership on the Board is made up of a majority of independent directors who, at a minimum, meet the criteria for independence required by the NYSE;

each regularly scheduled Board meeting includes an executive session of the non-management directors;

the independent directors meet in executive session at least once annually;

the Board and its committees each conduct an annual self-evaluation;

non-management directors are not permitted to serve as a director for more than three other public companies;

our Chief Executive Officer is not permitted to serve as a director for more than two other public companies;

directors are expected to attend all meetings of the Board and of the committees of which they are members;

directors not also serving as executive officers are required to offer their resignation effective at the next annual general meeting of shareholders upon reaching their 75th birthday (subject to certain exceptions);

directors are required to offer their resignation upon a change in their principal occupation;

directors should function consistent with the highest level of professional ethics and integrity; and

to effectively discharge their oversight duties, directors have full and free access to our officers and employees.

The guidelines are available on our website at www.venatorcorp.com. We will also furnish a copy of the guidelines free of charge to any person who requests one. Requests for copies should be directed to the Corporate Secretary, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, United Kingdom or to CorporateSecretary@venatorcorp.com.

FINANCIAL CODE OF ETHICS AND BUSINESS CONDUCT GUIDELINES

The Board has adopted a Financial Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer or Controller. Among other matters, this code is designed to promote:

honest and ethical conduct;

avoidance of conflicts of interest;

full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications;

compliance with applicable governmental laws and regulations and stock exchange rules;

prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

accountability for adherence to the code.

In addition, the Board has adopted Business Conduct Guidelines. The Board requires all directors, officers and employees to adhere to these guidelines in addressing the legal and ethical issues encountered in conducting their work. The Financial Code of Ethics and Business Conduct Guidelines are available on our website at www.venatorcorp.com. We will also furnish a copy of the Financial Code of Ethics and Business Conduct Guidelines free of charge to any person who requests one. Requests for copies should be directed to the Corporate Secretary, Titanium House, Hanzard Drive, Wynyard Park, Stockton-on-Tees, TS22 5FD, United Kingdom or to CorporateSecretary@venatorcorp.com. We intend to disclose any amendments to, or waivers from, our codes of ethics that apply to our principal executive officer, principal financial officer and/or controller on our website.

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PART 4


 


 






 


COMPENSATION DISCUSSION AND ANALYSIS


 


WE ASK THAT YOU VOTE TO APPROVE OUR SAY-ON-PAY PROPOSAL

At our Annual Meeting, our shareholders will have an opportunity to cast an advisory say-on-pay vote on the compensation paid to our NEOs as disclosed in this Proxy Statement. We ask that our shareholders vote to approve executive officer compensation. Please see "Proposal 2—Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers."

INTRODUCTION

This Compensation Discussion and Analysis, or CD&A, provides information regarding how we paid our executives in 2019. This CD&A presents information for the following named executive officers, or "NEOs":

Name
Title
Simon Turner President and Chief Executive Officer, also referred to as our "CEO"
Kurt D. Ogden Executive Vice President and Chief Financial Officer
Russ R. Stolle Executive Vice President, General Counsel, Chief Compliance Officer and Secretary
Mahomed Maiter Executive Vice President, Business Operations
Dr. Rob Portsmouth Senior Vice President, EHS, Innovation and Technology

COMPENSATION SUMMARY

Performance Highlights in 2019

In 2019, the TiO2 industry and our results were impacted by macroeconomic uncertainty and limited visibility. Notwithstanding these significant headwinds, we delivered $194 million of adjusted EBITDA. We also made meaningful progress on our strategic priorities in 2019 and delivered on those items within our control. We are focused on executing on our strategy which includes delivering on our cost and operational efficiencies, further enhancing our cost competitiveness, strengthening our position in specialty and differentiated TiO2, advancing our customer-tailored approach to reduce our TiO2 price and margin volatility, improving our free cash flow generation and delivering on our personal and process safety performance targets.

This discussion of our financial, operational and strategic performance in this Proxy Statement relates to 2019 and has not been edited to provide any updates regarding any potential COVID-19 pandemic impacts on our business activities or performance.

As described in more detail in the Compensation Discussion and Analysis beginning on page 20, one of the primary objectives of our executive compensation program is to align our executive officers' pay with our financial performance and the performance of our ordinary shares.

Our 2019 annual short-term incentive plan "STIP" award metrics comprised adjusted EBITDA, free cash flow, business improvement, zero harm targets and personal performance, which together accounted for approximately 21% of the total compensation payable to our NEOs.

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Specific achievements in 2019 include the following:

Corporate adjusted EBITDA,(1) which is a key financial metric for our company and our shareholders, was $194 million, which met our target goal.
Corporate free cash flow,(2) which has a significant impact on our liquidity, net debt and strategic planning, was ($117) million, which met our target goal.
Business improvements, which measures adjusted EBITDA improvements based upon our business improvement program, was $15 million, which met our target goal.
(1)
Throughout this Proxy Statement, we refer to our EBITDA and adjusted EBITDA, which are non-GAAP financial measures. A presentation and reconciliation to the most directly comparable GAAP financial measures is contained on pages 47-48 of our annual report on Form 10-K for the year ended December 31, 2019 (the "2019 10-K"), as filed with the US Securities and Exchange Commission (the "SEC") on March 12, 2020.

(2)
Throughout this Proxy Statement, we refer to free cash flow, which is a non-GAAP financial measure. See Appendix B for additional information regarding free cash flow and a reconciliation to cash flow.

Consideration of our 2019 Say-on-Pay Vote and Shareholder Outreach

Overall, we believe our compensation programs are effective in implementing our primary compensation objectives. At our 2019 annual meeting, 98.9% of total votes cast (excluding abstentions and broker non-votes) voted in favor of our say-on-pay proposal. In designing the executive compensation program for 2020, the Compensation Committee considered the overall support that the previous year's say-on-pay proposal received. In addition, it considered perceived shareholder expectations and input regarding alignment of executive pay to our financial performance. Based on these considerations, the Compensation Committee determined to tie a portion of executives' pay to a measure of three-year return on net assets ("RONA") performance, with RONA comprising 50% of the payout for our performance units in 2020. In 2019, the Compensation Committee first instituted grants of performance units that vest after a period of three years based on the achievement of relative TSR milestones against a predetermined set of peer companies. 50% of the 2020 performance units will continue to be based on relative TSR milestones. In the aggregate, the performance units represent 25% of the equity award value granted to each executive officer in 2019 and 2020.

We maintain regular contact with our external investors regarding our business strategy and our efforts to create long-term value for our shareholders. The Board and management carefully consider the feedback from these meetings, as well as shareholder support, when reviewing our business, corporate governance and executive compensation policies.

OBJECTIVES OF VENATOR'S EXECUTIVE COMPENSATION PROGRAM

The primary objective of our executive compensation program is the alignment of the compensation of our NEOs with shareholder value creation. In support of this objective, our executive compensation program is designed to: (i) align pay with performance; (ii) attract, motivate and retain executives critical to our long-term success by providing a competitive compensation structure; (iii) align our executives' interests with those of our shareholders; (iv) encourage long-term focus; and

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(v) discourage excessive risk-taking. The chart below indicates the key features of our executive compensation program and how they align with our objectives.

Compensation Feature
 
Aligns Pay
With
Performance

 
Supports a
Competitive
Compensation
Structure

 
Aligns Executives
and Shareholders'
Interests

 
Encourages
Long-Term
Focus

 
Balances
Short-Term
and Long-Term
Risk-Taking

Salary

ü

Annual STIP Award

  ü   ü   ü       ü

Restricted Stock Units

ü ü ü ü ü

Stock Options

  ü   ü   ü   ü   ü

Performance Units

ü ü ü ü ü

Perquisites

      ü            

Health Benefits, Retirement Plans, Employment Agreements and Severance Arrangements

ü

Compensation-related policies:

                   

Clawback Policy

ü ü

Share Ownership Guidelines

          ü   ü   ü

Insider Trading/Anti-Hedging Policy

ü ü

ELEMENTS OF VENATOR'S EXECUTIVE COMPENSATION PROGRAM

Additional information about our executive compensation program is provided below, along with a discussion of how various compensation elements align with our compensation objectives.

TOTAL DIRECT COMPENSATION

We provide our executive officers with a mix of pay that reflects our belief that executive officers should have elements of their compensation tied to both short- and long-term performance. The Compensation Committee strives to align the relative proportion of each element of total direct compensation (i.e., base salary, target short-term incentive and target long-term value) with the competitive market and our objectives, as well as to preserve the flexibility to respond to the continually changing global environment in which we operate. While the Compensation Committee reviews the competitiveness of each NEO's total direct compensation, it does not target specific percentiles among peer companies when setting compensation levels. Rather, the Compensation Committee considers peer group data among several factors in setting pay levels. Other factors include each executive's individual performance, level of responsibility, knowledge, time in the position, experience and internal equity among executives with similar experience and job responsibilities.

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Generally, as employees move to higher levels of responsibility with greater ability to influence our financial results, the percentage of performance-based pay will increase. Total direct compensation received by our NEOs comprises the following elements:

Compensation Element
 
 
 
Description and Purpose of the Element

Base Salary Fixed portion of total direct compensation. Generally reflects the officer's responsibilities, tenure, job performance and the market for the executive's services.

Annual Cash Compensation

  Short-Term Incentive Plan Award   Variable portion of total direct compensation. Supports achievement by executives of business critical short-term performance goals, with cash payouts based on performance against pre-established annual goals. These goals may include a subjective evaluation of individual performance including success in areas significant to us as a whole or to a particular business unit or function.

Restricted Stock Units Variable portion of total direct compensation. Supports a long-term focus by executives, as the value is tied to the price of our ordinary shares with awards vesting over a three-year period. The three-year vesting period also provides a strong retention incentive.


Long-Term Equity-Based Compensation



 


Stock Options


 


Variable portion of total direct compensation. Supports a long-term focus to maximize stock price, as value is tied to stock appreciation. The ten-year exercise period discourages profit-taking by executives in the short term. Also provides a strong retention incentive by vesting over a three-year period.

Performance Units Variable portion of total direct compensation. Granted to focus executives on creating shareholder value by increasing TSR performance relative to peers over a three-year period in 2019. 2020 grants reward both increasing TSR (relative to peers) and strong RONA performance over a three-year period.

A detailed discussion of 2019 target total direct compensation awarded to our NEOs and graphical illustrations of the proportionate amount of performance-based compensation, is set forth below in "—2019 Executive Compensation Decisions."

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OTHER ELEMENTS OF COMPENSATION

In addition to the elements of target total direct compensation described above, our executive compensation program includes other elements of compensation that are designed primarily to attract, motivate and retain executives critical to our long-term success and to provide a competitive compensation structure overall.

Element
 
Description and Purpose of the Element
Health and Welfare Benefits We provide our NEOs with health and welfare benefits that are intended to be part of a competitive total compensation package with benefits comparable to those provided to employees and executives at other companies in the chemical industry and the general market. Our NEOs participate in our health and welfare programs on the same basis as our other employees.
Retirement and Savings Plans   We provide our NEOs with retirement and savings plan benefits that are intended to be part of a competitive total compensation package with benefits comparable to those provided to employees and executives at other companies in the chemical industry and the general market. Employees in foreign jurisdictions participate in the retirement and savings plans mandated by applicable law. We also provide executive officers in the US the opportunity to participate in defined contribution savings plans, such as our salary deferral plan (the "401(k) Plan"), and a supplemental deferred compensation plan.
    For an explanation of the major features of our retirement and savings plans and the other amounts payable to our NEOs, see "Executive Compensation—Pension Benefits in 2019" and "—Nonqualified Deferred Compensation in 2019."
Perquisites We provide certain personal benefits and perquisites to our NEOs to assist with meeting the demands of their positions comparable, and in connection with international assignments. The benefits are competitive to those provided to executives at other companies in the chemical industry and the general market.
For a description of these perquisites and the amounts paid to our NEOs in 2019, see "Executive Compensation—2019 Summary Compensation Table" and "—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table."
Employment Agreements   In 2018, we entered into employment agreements with certain of our NEOs that are intended to provide protections comparable to those provided to employees and executives at other companies in the chemical industry and the general market. The terms of Mr. Turner's employment agreement were amended in 2019 as discussed below under "Executive Compensation—Pension Benefits in 2019."
    Terms of the employment agreements with the named executive officers are reflected below under "—2019 Executive Compensation Decisions—Employment Agreements" and "Executive Compensation—Potential Payments and Rights on Termination or Change in Control—Employment Agreements."
Severance Arrangements We provide market competitive payments and benefits to our executive officers upon certain severance events through the Amended and Restated Executive Severance Plan (the "Executive Severance Plan") and employment agreements. These arrangements assist in the retention of our executive officers by providing protection against certain termination events.
Terms of the Executive Severance Plan are reflected below under "Executive Compensation—Potential Payments and Rights on Termination or Change in Control—Employment Agreements."

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2019 EXECUTIVE COMPENSATION DECISIONS

TARGET TOTAL DIRECT COMPENSATION

The charts below illustrate the amount of 2019 target total direct compensation(1) allocated to each component of compensation for our CEO and the other NEOs. The amounts actually realized by our NEOs with respect to the annual cash performance awards and long-term equity incentive awards granted in 2019 depend, as applicable, on the level of attainment of the relevant performance goals and the value of our common stock when the awards vest or are exercised.

GRAPHIC

(1)
"Target total direct compensation" consists of (i) annual base salary, (ii) the target annual STIP award opportunity for 2019, and (iii) the aggregate grant date fair value of long-term equity incentive awards granted in 2019. The amounts actually realized by our NEOs with respect to the annual STIP awards and long-term equity incentive awards granted in 2019 depend, as applicable, on the level of attainment of the relevant performance goals and the value of our common stock when the awards vest or are exercised.

The Compensation Committee's decisions regarding the mix of pay reflects our compensation philosophy, market reference data provided by Meridian and each officer's role in achieving our strategic objectives. Note that the charts above are intended to reflect the main compensation items provided to our NEOs during 2019 and do not include secondary compensation items such as health and welfare benefits.

2019 BASE SALARY

Base salaries for our NEOs are intended to reflect the scope of their responsibilities, performance, skills and experience as well as competitive market practices. In 2019, Mr. Maiter and Dr. Portsmouth received increases based on their increased responsibilities and the Compensation Committee's review of analogous or similar roles within our Peer Group, as defined below. The Compensation Committee determined that each of the other NEOs' salaries were competitively aligned with our Peer Group. To the extent increased, base salaries for 2019 were effective as of April 1, 2019 as follows:

Officer
2018 Base
Salary
(in US
Dollars)

2019 Base
Salary
(in US
Dollars)

%Increase
(based on
local currency)

Simon Turner(1)

$ 848,516 $ 848,516 n/a

Kurt D. Ogden

$ 530,000 $ 530,000 n/a

Russ R. Stolle

$ 455,000 $ 455,000 n/a

Mahomed Maiter(2)

$ 416,158 $ 455,000 9.3 %

Dr. Rob Portsmouth(3)

$ 226,173 $ 253,313 12.0 %
(1)
Mr. Turner's base salary was set on July 1, 2017 at GBP is £657,764 and remained unchanged for 2018 and 2019. The value for Mr. Turner in 2018 and 2019 was converted using an exchange rate of 1 GBP to 1.29 USD, being the exchange rate as of February 11, 2019 (which is the internal date used to estimate pro forma elements of compensation).

(2)
Mr. Maiter's base salary in GBP is £352,713, which was increased from GBP £322,603 in 2018. The value for Mr. Maiter in 2019 was converted using an exchange rate of 1 GBP to 1.29 USD, being the exchange rate as of February 11, 2019 (which is the internal date used to estimate pro forma elements of compensation).

(3)
Dr. Portsmouth's base salary in GBP is £196,367, which was increased from GBP £175,328 in 2018. The value for Dr. Portsmouth in 2019 was converted using an exchange rate of 1 GBP to 1.29 USD, being the exchange rate as of February 11, 2019 (which is the internal date used to estimate pro forma elements of compensation).

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2019 ANNUAL SHORT-TERM INCENTIVE PLAN (STIP)

Our annual STIP awards are designed to reward our executive officers for achievement of annual performance goals set by the Compensation Committee. The Compensation Committee establishes annual STIP targets for the NEOs expressed as a percentage of their base salaries. The following table summarizes the STIP targets and maximum annual STIP award levels for each of our NEOs for 2019.

Officer
Target % of
Base
Salary

Maximum % of
Base Salary

Simon Turner

100 % 200 %

Kurt D. Ogden

70 % 140 %

Russ R. Stolle

70 % 140 %

Mahomed Maiter

70 % 140 %

Dr. Rob Portsmouth

60 % 120 %

The target and maximum STIP award guideline amount for the NEOs were set to generally align with competitive levels relative to comparable executive positions in our Peer Group and other chemical and general industrial companies. Potential payouts of individual annual STIP awards depend upon both company performance and individual contributions to our success, with the target and maximum award amounts serving as guidelines for ultimate payouts.

2019 Performance Measures and Goals.    The Compensation Committee selects financial and strategic performance measures that must be achieved for payment of individual STIP awards. The Compensation Committee chooses performance measures that are important to our operations and contribute to the creation of shareholder value. The following table provides detail regarding the selected performance measures for the 2019 annual STIP awards and the corresponding weightings for each:

Performance Measure
Weighting
 
What It Is
 
Why We Use It
Corporate free cash flow(1) 30 % Cash from operating and investing activities, as defined on our US GAAP cash flow statements, before cash used or received from acquisition and disposition activities and separation costs. Important measure of the financial performance of our company and has a significant impact on our strategic planning, liquidity and the ability to reduce our leverage through cash repayments on outstanding debt.
Corporate adjusted EBITDA(2) 20 %   An indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or effective tax rates, or levels of depreciation and amortization.   Primary metric by which our shareholders measure our financial performance, thus aligning the interests of management with the interests of our shareholders.
Business Improvement Program 15 % Programs undertaken by our company to improve operational efficiency, optimize product mix and reduce fix costs. Operational efficiency is important to providing improvements to our financial performance.
EHS compliance 15 %   A measure of compliance with injury reduction and process safety objectives.   Discourages risk-taking for short-term profits to the detriment of the well-being of our employees and the communities in which we operate as well as the long-term interests of our shareholders.
Personal Performance 20 % Culture and compliance, governance and corporate processes, individual contribution and other. Allows the Compensation Committee the ability to reward NEOs for outstanding performance in 2019 not captured in the above objectives.
(1)
Free cash flow is calculated as cash flows provided by (used in) operating activities from continuing operations and used in investing activities. See Appendix B for additional information regarding free cash flow and a reconciliation to cash flow.

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(2)
Corporate adjusted EBITDA is calculated by eliminating the following from EBITDA: (a) business acquisition and integration expenses/adjustments; (b) separation expense/gain, net; (c) US income tax reform; (d) net income/loss of discontinued operations, net of tax; (e) loss/gain on disposition of business/assets; (f) certain legal settlements and related expenses/gains; (g) amortization of pension and postretirement actuarial losses/gains; (h) net plant incident costs/credits; and (i) restructuring, impairment, and plant closing and transition costs/credits. A presentation and reconciliation to the most directly comparable GAAP financial measures is contained on pages 47-48 of our annual report on Form 10-K for the year ended December 31, 2019 (the "2019 10-K"), as filed with the US Securities and Exchange Commission (the "SEC") on March 12, 2020.

The Compensation Committee established threshold, target and maximum performance goals for each of the financial performance measures as follows:

 
2019(in millions)
Performance Measure
Threshold Goal
Target Goal
Maximum Goal

Corporate free cash flow

$ (145 ) $ (121 ) $ (95 )

Corporate adjusted EBITDA

$ 143 $ 190 $ 220

Business improvements

$ 12 $ 15 $ 20

The Compensation Committee also established threshold, target and maximum goals for each of the EHS performance measures as follows:

 
 
2019
Performance Measure
How Measured
Threshold
Goal

Target
Goal

Maximum
Goal

Total Recordable Injury Rate

Company-wide achievement of injury reduction objectives 0.63 0.53 0.43

Company-wide achievement of injury reduction objectives

Company-wide achievement of process safety objectives 0.16 0.10 0.08

Performance goals are set at aggressive levels requiring significant effort to achieve. For 2019, certain of these goals were set lower than in 2018 due to the cyclical nature of the business and our company's forecast of a downturn in the industry and lower year-over-year results as a consequence. Achievement levels between threshold and target result in award payouts from 0% to 100% of target. Achievement levels between target and maximum result in award payouts from 100% to 200% of target for all NEOs.

2019 Performance.    The 2019 targets were designed to require significant effort to achieve, yet to be realistic enough to incentivize our executive officers' performance. For 2019, actual performance and performance as a percentage of targets were as follows:

Performance Criteria
2019 Target
Goal
(dollars in millions)

2019
Result
(dollars in millions)

Earned Payout
as a % of
Target

Corporate free cash flow

$ (121 ) $ (121 ) 30.0 %

Corporate adjusted EBITDA

$ 190 $ 188 19.2 %

Business Improvement Program

$ 15 $ 15 15.0 %

Total Recordable Injury Rate

0.53 0.53 7.5 %

Company-wide achievement of injury reduction objectives

0.10 0.16 0.0 %

Personal Performance

N/A N/A N/A

TOTAL

71.7 %

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Personal Performance.    The Committee reviewed each NEO's performance during 2019 to determine the payout under the personal performance criteria:

Officer
Criteria Considered
Earned Payout
as a % of
Target

Simon Turner

Successful leadership of the executive leadership team; successfully delivered business improvement program targets ahead of schedule; successfully completed internal restructuring; credit facility expansion 30%

Kurt D. Ogden

Successful expansion of senior credit facility; restructured and strengthened department, delivered cost savings; accurate quarterly guidance 27%

Russ R. Stolle

Strengthened compliance activities; restructured legal and human resources departments; delivered cost savings and pension efficiencies; successful litigation management 23%

Mahomed Maiter

Reorganized operations and delivered business improvement savings ahead of schedule; led Pori closure progress resulting in successful restructuring and cost savings; successful leadership in strategic initiatives 30%

Dr. Rob Portsmouth

Delivered process safety program improvements; successful regulatory advocacy; delivered new product sales; led culture program 20%

2019 Annual STIP Award Payouts.    The earned payout as a percentage of target reflects the sum of the results of our performance relative to the targets set for each performance measure, as described above. The CEO presents the Compensation Committee with recommendations for the annual cash incentive awards for each of the other executive officers, including the other NEOs. The Compensation Committee reviews the CEO's recommendations, as well as the CEO's performance, and makes such adjustments as it deems appropriate in its determination of the award payouts. For 2019, the Compensation Committee made no adjustments to the final award payouts determined in accordance with the corporate and performance criteria described above.

Based on the results discussed above, the Compensation Committee awarded 2019 STIP awards in accordance with the following formula:

Officer
NEO Base
Salary

 
Target % of
Base Salary

 
Earned Payout
as a % of Target

 
STIP
Award Earned

Simon Turner(1)

$ 848,516 x 100 % x 101.7 % = $ 862,516

Kurt D. Ogden

$ 530,000 x 70 % x 98.7 % = $ 365,992

Russ R. Stolle

$ 455,000 x 70 % x 94.7 % = $ 301,460

Mahomed Maiter(1)

$ 455,000 x 70 % x 101.7 % = $ 326,180

Dr. Rob Portsmouth(1)

$ 253,313 x 60 % x 91.7 % = $ 139,296
(1)
Mr. Turner's STIP award was £668,617, Mr. Maiter's STIP award was £252,853 and Dr. Portsmouth's STIP award was £107,982. The values for Messrs. Turner and Maiter and Dr. Portsmouth in 2019 have been converted using an exchange rate of 1 GBP to 1.29 USD, being the exchange rate as of February 11, 2019 (which is the internal date used to estimate pro forma elements of compensation).

LONG-TERM EQUITY COMPENSATION

For 2019, the Compensation Committee approved for each NEO a target long-term equity compensation value intended to position each executive officer within competitive levels. Each NEO's target award value was allocated 50% to restricted stock

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units, 25% to stock options and 25% to performance units, and the amount allocated was converted to a number of shares based on the grant date fair value as follows:

Officer
Target Award
Amounts

Stock
Options

Restricted
Stock Units

Target
Performance
Units

Total
Shares

Simon Turner

$ 2,250,000 223,214 195,652 97,826 516,692

Kurt D. Ogden

$ 850,000 84,325 73,913 36,957 195,195

Russ R. Stolle

$ 750,000 74,405 65,217 32,609 172,231

Mahomed Maiter

$ 750,000 74,405 65,217 32,609 172,231

Dr. Rob Portsmouth

$ 300,000 29,762 26,087 13,043 68,892

For purposes of restricted stock unit awards, grant date fair value is calculated using the closing price of our stock on the date of grant. The grant date fair value of the stock option awards is determined on the date of the grant using the Black-Scholes valuation model. With respect to the performance units, the amount shown reflects the full grant date fair value computed in accordance with FASB ASC Topic 718 based on probable achievement of the market conditions, which is consistent with the estimate of aggregate compensation to be recognized over the service period, excluding the effect of estimated forfeitures

The restricted stock units and stock option awards granted in 2019 are subject to a three-year ratable annual vesting schedule that requires service for a continuous three-year period to become fully vested, except as otherwise provided in the Stock Incentive Plan, long-term incentive award agreements and the employment agreements described below.

The performance unit awards granted in 2019 vest and lapse their associated restrictions on December 31, 2021, subject to the achievement of relative TSR performance metrics during the performance period from January 1, 2019 to December 31, 2021 and subject to continued service. Performance units are paid based on relative payout as follows:

Percentile Rank Relative TSR
 
Payout Percentage of
Target Number of Shares

90th percentile or better

200 %

75th percentile or better

  175 %

50th percentile or better

100 %

25th percentile or better

  50 %

Less than 25th percentile

0 %

If our absolute TSR is negative during the performance period, the Compensation Committee may exercise discretion to reduce the number of performance units that are earned. The performance unit awards are settled in stock upon vesting.

The peer group used to determine relative TSR performance (the "2019 Performance Peers") is the same as the Peer Group described below, excluding non-chemical companies (Ensco plc, Mallinckrodt plc and Noble Corporation plc).

Additional details regarding these 2019 grants are provided under "Executive Compensation—Grants of Plan-Based Awards in 2019" below. Subject to the NEOs' Employment Agreements described below, none of the awards granted in 2019 provide for automatic accelerated vesting upon termination of employment or the occurrence of a change of control. See "Executive Compensation—Potential Payments upon Termination or Change in Control" below for more information.

EMPLOYMENT AGREEMENTS

In December 2018, we entered into employment agreements with Messrs. Turner, Ogden, Stolle, Maiter and Portsmouth (the "Employment Agreements"). The Compensation Committee approved the Employment Agreements, which supersede any prior agreements other than as specifically incorporated therein. The Employment Agreements reflect a continuation of the base salary then in effect and annual reviews for increase thereof, continued participation in the STIP, annual long-term incentive awards having a grant value of at least the value of such employee's 2018 long-term incentive award grant, and continued severance benefits under the Executive Severance Plan. The Employment Agreements also provide that the officers will be entitled to participate in the various benefits plans available to other employees. Executive officer compensation will continue to be subject to annual review by the Compensation Committee. In addition, the Employment Agreements contain confidentiality, non-solicitation and non-compete provisions.

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As additional terms, the Employment Agreements provide that in the event that we terminate the Stock Incentive Plan, the employee is entitled to receive, during each year of employment with our company and in lieu of stock awards under the Stock Incentive Plan, an annual grant of performance units or similar long term incentive compensation having a grant value of at least the value of such employee's 2018 long-term incentive award grant, and vesting over three years. In addition, the Employment Agreements provide that under the Severance Plan, upon a "Termination for Good Reason" following a Change of Control (as defined in the Stock Incentive Plan), Replacement Awards (as defined in the Stock Incentive Plan), which may be issued to replace existing equity awards in connection with a Change of Control, shall become fully vested. In addition, each Employment Agreement provides that a breach of such Employment Agreement by our company or our affiliates shall be deemed to be a sufficient cause for a "Termination for Good Reason" under the Severance Plan. Terms of the Employment Agreements are reflected below under "Executive Compensation—Potential Payments and Rights on Termination or Change in Control—Employment Agreements."

Effective November 13, 2019, we amended Mr. Turner's Employment Agreement as described in "Executive Compensation—Pension Benefits in 2019" below.

HOW WE DETERMINE EXECUTIVE COMPENSATION

The Compensation Committee in coordination with the Compensation Committee's compensation consultant, our CEO and our Executive Vice President and General Counsel participate in the annual review of the executive compensation program. This review includes an evaluation of our performance, corporate goals and objectives relevant to compensation, and compensation payable under various circumstances, including upon retirement or a change of control. In making its decisions regarding each executive officer's compensation, our Compensation Committee considers the nature and scope of all elements of the executive's total compensation package, the executive's responsibilities and his or her effectiveness in supporting our key strategic, operational and financial goals. This review includes an evaluation of each executive officer's historical pay and career development, individual and corporate performance, competitive practices and trends, and other compensation issues.

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ROLES OF THE COMPENSATION COMMITTEE, EXECUTIVE MANAGEMENT AND THE COMPENSATION CONSULTANT

The Compensation Committee, executive management and Meridian each play a key role in the Compensation Committee's annual review, evaluation and approval of our executive compensation programs, as detailed below.

Compensation Committee

Articulates our compensation philosophy, establishes our executive compensation program and implements policies and plans covering our executive officers.

Reviews, evaluates and approves the compensation structure and level for our executive officers.

Reviews and approves each element of compensation annually for our CEO.

Evaluates each executive officer's performance, including through reports from other members of executive management (other than with respect to our CEO) and, in many cases, makes personal observations in determining individual compensation decisions.

Executive Management  

Our CEO articulates our strategic direction and works with the Compensation Committee to identify and set appropriate targets for executive officers (other than himself).

   

Our CEO is assisted by our Executive Vice President and General Counsel, who provides advice on the design and development of our compensation programs, the interpretation of compensation data and the effects of adjustments and modifications to our compensation programs.

   

Our CEO makes recommendations to the Compensation Committee regarding each element of compensation for each of our executive officers (other than the CEO).

   

Our CEO also provides the Compensation Committee with his evaluation with respect to each executive officer's performance (other than the performance of the CEO) during the prior year.

   

Our finance, human resources and legal departments also assist our CEO by advising on various considerations relevant to these programs.

Compensation Consultant

Advises the Compensation Committee in its oversight role, advises executive management in the executive compensation design process and provides independent compensation data and analysis to facilitate the annual review of our compensation programs.

Evaluates levels of executive officer and director compensation as compared to general market compensation data and peer data (as discussed below).

Evaluates proposed compensation programs or changes to existing programs, providing information on current executive compensation trends and updates on applicable legislative, technical and governance matters.

CONSIDERATION OF PEER COMPENSATION

To assist in its determination of the 2019 target total direct compensation levels for our executive officers, the Compensation Committee considered information included in a compensation benchmarking review prepared by Meridian. The benchmarking review provided competitive market data for each element of compensation, as well as information regarding incentive plan designs and pay practices for executives in similar positions among a selected peer group of companies as set forth below (the "Peer Group"). Information in the market review served as a reference in the Compensation Committee's overall assessment of the competitiveness of our executive compensation program.

The Peer Group consists primarily of companies against whom we compete in the global chemical industry for business opportunities and executive talent. Criteria used to select the Peer Group companies include financial measures (i.e., revenue, market capitalization, net income) and the chemical industry segment in which we operate. The Peer Group includes chemical companies based in the United States, the United Kingdom and Europe, as well as other non-chemical UK-based companies with primary stock listings on the NYSE. The Compensation Committee believes that this group of uniquely situated companies contributes to a meaningful benchmark for executive compensation because we face the same governance framework and

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related issues. For the benchmarking review for 2019, our Peer Group comprised the following 18 companies, which were unchanged from the peer group used for the 2018 benchmarking review:

Albemarle Corp.

Croda International plc

Noble Corporation plc

Ashland Global Holdings Inc.

 

Ensco plc

 

RPM International Inc.

Axalta Coating Systems Ltd.

Ferro Corp.

Sika AG

Cabot Corp.

 

Johnson Mathey plc

 

Tronox Ltd.

Celanese Corp.

Lonza Group AG

Wacker Chemie AG

Chemours Co.

 

Mallinckrodt plc

 

WR Grace & Co.

As a supplement to competitive market data from the Peer Group, and to assess benchmark data for positions for which pay information is not publicly disclosed, the Compensation Committee also considered competitive market data across a broader group of chemical and general industrial companies. The primary source of this data was the Aon New Bridge Street Compensation Database. The Compensation Committee considers competitive ranges among our Peer Group and the broader industry groups and does not use the benchmark data to target specific percentiles within these groups. Our Compensation Committee believes the combination of these perspectives and points of reference offers an appropriate basis for assessing the competitiveness of the compensation for our NEOs. With respect to the survey data considered by the Compensation Committee, the identities of the individual companies are not provided to the Compensation Committee and the Compensation Committee did not receive individual compensation information for the companies included in the survey.

For 2020 executive compensation decisions, the Compensation Committee made changes to the peer group with a focus on reducing the median revenue of the peers and including more comparable chemical companies. Changes included the removal of nine companies (Sika AG, Mallinckrodt plc, Celanese Corporation, Wacker Chemie, Johnson Matthey, Lonza Group, RPM International, Valaris plc and Noble Corporation) and the addition of two companies (Element Solutions, Minerals Technologies). The 2020 proxy group consists of the following eleven companies:

Albemarle Corp.

Chemours Co.

Mineral Technologies Inc.

Ashland Global Holdings Inc.

 

Croda International plc

 

Tronox Ltd.

Axalta Coating Systems Ltd.

Element Solutions Inc.

WR Grace & Co.

Cabot Corp.

 

Ferro Corp.

   

INDEPENDENCE OF COMPENSATION ADVISERS

In September 2017, the Venator Compensation Committee engaged Meridian as its independent executive compensation consultant. Meridian is an independent compensation consulting firm and does not provide any services to us outside of matters pertaining to executive officer and director compensation. Meridian reports directly to the Compensation Committee, which is responsible for determining the scope of services performed by Meridian and the directions given to Meridian regarding the performance of such services. Meridian attends Compensation Committee meetings as requested by the Compensation Committee.

The Compensation Committee determined that the services provided by Meridian to the Compensation Committee during 2019 did not give rise to any conflicts of interest. The Compensation Committee made this determination by assessing the independence of Meridian under the six independence factors adopted by the SEC and incorporated into the NYSE Corporate Governance Listing Standards. Further, in making this assessment, the Compensation Committee considered Meridian's written correspondence to the Compensation Committee that affirmed the independence of Meridian and the partners, consultants and employees who provide services to the Compensation Committee on executive and director compensation matters.

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COMPENSATION POLICIES AND PRACTICES

SHARE OWNERSHIP GUIDELINES

Our Director and Executive Share Ownership Guidelines (the "Guidelines") are designed to align our directors' and executives' interests with our shareholders' interests and to encourage directors and executives to make decisions that will be in our long-term best interests—through all industry cycles and market conditions. The Guidelines require non-employee directors and executive officers to achieve and maintain ownership of our shares equal to five times base salary for the CEO, three times base salary for all other executive officers and five times the annual cash retainer for directors. The share ownership requirement is based on the participant's base salary or annual retainer (as applicable) and the closing share price on June 30 of each calendar year (the "Measurement Date"). Participants have five years from each participant's initial Measurement Date to achieve the ownership requirement. Once the guideline is achieved, a participant will not be deemed to have failed to achieve the guideline as a result of a subsequent decline in the market price of Venator's ordinary shares. Only Mr. Huntsman and Ms. Patrick have achieved the ownership requirement.

During any year in which a participant is not in compliance with the ownership requirement, the participant is required to retain at least 50% of net shares delivered through Venator's stock incentive plans ("net shares" means the shares remaining after deducting shares for the payment of taxes and, in the case of stock options, after deducting shares for payment of the exercise price of stock options). Any shares acquired by a participant prior to becoming subject to the Guidelines are not subject to the retention restriction. There are exceptions to the retention requirement for estate planning, gifts to charity, education and the purchase of a participant's primary residence. In addition, hardship exemptions may be made in rare instances. A copy of the Guidelines is available on our website at www.venatorcorp.com.

CLAWBACK POLICY

Pursuant to our Incentive Repayment (Clawback) Policy for executive officers, subject to certain exceptions, our company may recover performance-based compensation that was based on achievement of quantitative performance targets if an executive officer engaged in fraud or intentional illegal conduct resulting in a financial restatement.

POLICY ON HEDGING AND PLEDGING AND PROHIBITED TRANSACTIONS

Our Insider Trading Policy prohibits employees, non-employee directors and related persons from entering into hedging transactions that are intended to offset, in whole or in part, the economic risks associated with the ownership of our company's ordinary shares. Types of hedging transactions prohibited under the Insider Trading Policy include, but are not limited to, short sales and trading in exchange traded derivative instruments, such as puts, calls, spreads, straddles and any other derivative instruments that may be used to offset the economic risks associated with ownership of our company's ordinary shares. In addition, our Insider Trading Policy prohibits pledging our company's securities as collateral for a loan and holding securities in a margin account where such securities could be pledged as collateral.

COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT

The Compensation Committee believes that our compensation programs are appropriately designed to provide a level of incentives that does not encourage our executive officers and employees to take unnecessary risks in managing their business operations or functions and in carrying out their employment responsibilities. Specifically:

a substantial portion of our executive officers' compensation is performance-based, consistent with our approach to executive compensation;

our annual STIP award program is designed to reward annual financial and/or strategic performance in areas considered critical to our short and long-term success and features a cap on the maximum amount that can be earned in any single year;

our long-term incentive awards are directly aligned with long-term shareholder interests through their link to our stock price and multi-year ratable vesting schedules and, starting in 2019, total shareholder return relative to other companies; and

our executive share ownership guidelines further provide a long-term focus by requiring our executives to personally hold significant levels of our stock.

The Compensation Committee believes that the various elements of our executive compensation program sufficiently incentivize our executives to act based on the sustained long-term growth and performance of our company.

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ACCOUNTING AND TAX TREATMENT OF THE ELEMENTS OF COMPENSATION

The financial reporting and income tax consequences to us of individual compensation elements are important considerations for the Compensation Committee when it is analyzing the overall level of compensation and the mix of compensation among individual elements. Overall, the Compensation Committee seeks to balance its objective of ensuring an effective compensation program for our NEOs with the desire to maximize the immediate deductibility of compensation to the extent practicable and consistent with our overall compensation philosophies.

The Board and the Compensation Committee reserve the right to provide compensation to our executives that is not deductible, including but not limited to when necessary to comply with contractual commitments, or to maintain the flexibility needed to attract talent, promote retention or recognize and reward desired performance.

We account for stock-based awards, including stock options, restricted stock unit awards and performance unit awards, in accordance with FASB ASC Topic 718 (formerly Statement of Financial Accounting Standards No. 123R).

Section 162(m) of the United State Internal Revenue Code (the "Code") generally disallows a U.S. tax deduction to public corporations for compensation greater than $1 million paid for any fiscal year to certain executive officers. However, prior to the enactment of tax legislation in December 2017 (the "Tax Act"), certain types of performance-based compensation were exempt from the $1 million deduction limit if specific requirements were met. Under the Tax Act, this special exemption for performance-based compensation is no longer available with respect to taxable years beginning after December 31, 2017. Pursuant to the Tax Act, for taxable years beginning after December 31, 2017, Section 162(m) of the Code was expanded to cover all named executive officers. Any executive officer whose compensation is subject to Section 162(m) of the Code in any taxable year beginning after December 31, 2016 will have compensation subject to Section 162(m) of the Code for all future years, including years after the executive terminates employment or dies.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed Venator Materials PLC's Compensation Discussion and Analysis for the fiscal year ended December 31, 2019, as set forth above, with Venator's management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Looking to 2020, the Compensation Committee is closely monitoring the current COVID-19 pandemic, which our Company, like all businesses across the globe, is facing, and considering any potential impacts it may have on our compensation programs. Due to the significant uncertainties arising from the ongoing COVID-19 pandemic and its potential impacts to our business, the Compensation Committee may choose to exercise its discretion to adjust elements of compensation as allowed under applicable plans, in order to ensure our executive team is appropriately incentivized as they navigate this global crisis and continue to drive the Company's strategic objectives.

COMPENSATION COMMITTEE,

Daniele Ferrari, Chair
Kathy D. Patrick
Sir Robert J. Margetts

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PART 5


 


 






 


EXECUTIVE COMPENSATION


 

2019 SUMMARY COMPENSATION TABLE

The following table details compensation earned in the years ended 2017, 2018 and 2019 by our NEOs. The values reported for 2017 reflect compensation earned from August 1, 2017 (the approximate date of the Separation) through December 31, 2017. Our compensation policies are discussed in "Compensation Discussion and Analysis" above.

Name and Principal Position
Year
Salary
Bonus
Stock
Awards(1)

Option
Awards(2)

Non-
Equity
Incentive
Plan
Compensation(3)

Change in
Pension
Value and
Non-
Qualified
Deferred
Compensation
Earnings(4)

All Other
Compensation(5)

Total

Simon Turner

2019 $ 848,516 $ 1,687,500 $ 562,500 $ 862,813 $ 150,378 $ 4,111,707

President and Chief Executive

2018 $ 937,906 $ 1,000,000 $ 1,000,000 $ 380,789 $ 4,042,865 $ 163,530 $ 7,525,089

Officer(6)

2017 $ 354,167 $ 491,802 $ 429,930 $ 517,509 $ 1,059,333 $ 4,456,623 $ 66,007 $ 7,375,371

Kurt D. Ogden

2019 $ 530,000 $ 637,500 $ 212,500 $ 365,992 $ 276,960 $ 2,022,952

Executive Vice President and

2018 $ 522,500 $ 400,000 $ 400,000 $ 150,626 $ 425,713 $ 1,898,839

Chief Financial Officer

2017 $ 208,333 $ 400,000 $ 125,000 $ 180,558 $ 396,110 $ 282,278 $ 1,592,279

Russ R. Stolle

2019 $ 455,000 $ 562,500 $ 187,500 $ 301,460 $ 289,858 $ 1,796,623

Executive Vice President, General Counsel, Chief Compliance

2018 $ 448,750 $ 350,000 $ 350,000 $ 129,311 $ 513,756 $ 1,791,817

Officer & Secretary

2017 $ 179,167 $ 400,000 $ 100,000 $ 164,314 $ 378,280 $ 218,934 $ 1,440,694

Mahomed Maiter

2019 $ 447,845 $ 562,500 $ 187,500 $ 326,180 $ 1,265,383 $ 111,723 $ 2,901,132

Executive Vice President, Business

2018 $ 455,507 $ 250,000 $ 250,000 $ 130,732 $ 103,209 $ 1,058,607

Operations(6)

2017 $ 166,917 $ 87,500 $ 134,528 $ 303,018 $ 2,409 $ 40,270 $ 734,642

Dr. Rob Portsmouth

2019 $ 246,529 $ 225,000 $ 75,000 $ 139,297 $ 347,717 $ 44,720 $ 1,078,263

Senior Vice President, EHS, Innovation and Technology(6)

                 
(1)
This column reflects the aggregate grant date fair value of awards of restricted stock units and, beginning in 2019, performance units for each NEO computed in accordance with FASB ASC Topic 718, disregarding the estimate of forfeitures. For purposes of restricted stock unit awards, fair value is calculated using the closing price of our stock on the date of grant. With respect to the performance units, the amount shown reflects the full grant date fair value computed in accordance with FASB ASC Topic 718 based on probable achievement of the market conditions, which is consistent with the estimate of aggregate compensation to be recognized over the service period, excluding the effect of estimated forfeitures. For information on the valuation assumptions with regard to stock awards, refer to the notes to our financial statements in our annual report on Form 10-K for the applicable year ended 2017, 2018 and 2019, as filed with the SEC. These amounts reflect the fair value of the reported awards on the date of grant and may not correspond to the actual value that will be recognized by the NEOs.

(2)
This column reflects the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718, disregarding the estimate of forfeitures. The fair value of each stock option award is determined on the date of the grant using the Black-Scholes valuation model. For information on the valuation assumptions regarding option awards, refer to the notes to our financial statements in our annual report on Form 10-K for the applicable year ended 2017, 2018 and 2019, as filed with the SEC. These amounts reflect the fair value of the reported awards on the date of grant and may not correspond to the actual value that will be recognized by the NEOs.

(3)
This column reflects the annual STIP awards that were earned during 2019 and paid during the first quarter of 2020. These awards are discussed in further detail under "Compensation Discussion and Analysis—2019 Executive Compensation Decisions—2019 Short-Term Incentive Plan."

(4)
This column reflects the aggregate amount of any change in pension value for each of the NEOs, to the extent any such aggregate change is positive. For 2017 and 2018, the present value for Mr. Turner increased primarily as a result of the increase in value of his Huntsman pension top-up agreement, which varied based on his salary for the preceding 12 months and which increased as a result of his salary increase in connection with his appointment as CEO of our company, which was fully realized in 2018. Venator assumed Huntsman's obligation under this agreement in connection with the Separation. Effective November 13, 2019, we terminated the pension top-up agreement with Mr. Turner and agreed to fully satisfy our obligations thereunder by payment to Mr. Turner of an aggregate amount totaling £6,800,000 ($9,588,000), payable in four equal installments. The first installment was paid on December 20, 2019, and each of the next three installments will be paid within 45 days following each of the first three anniversaries of the date of the termination of such agreement. See "—Pension Benefits in 2019" for additional information about the top-up payment agreement and the termination of such agreement during 2019. None of the NEOs had above-market or preferential earnings on nonqualified deferred compensation during 2019. See "—Nonqualified Deferred Compensation in 2019" for additional information.

(5)
The methodology used to compute the aggregate incremental cost of perquisites and other personal benefits for each individual NEO is based on the total cost to our company, and such costs are required to be reported under SEC rules when the total costs are equal to or greater than $10,000 in the aggregate for a NEO. The table below details the components

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Table of Contents

VENATOR MATERIALS PLC : PROXY STATEMENT

reported in the "All Other Compensation" column of the Summary Compensation Table for 2019. Amounts in the table were either paid directly by us or were reimbursed by us to the NEOs.

 
Simon
Turner(a)

Kurt D.
Ogden(b)

Russ R.
Stolle(c)

Mahomed
Maiter(d)

Dr. Rob
Portsmouth(e)

Automobile Costs

$ 14,014 $ 31,130 $ 25,191 $ 16,770 $ 13,545

Foreign Assignment Costs & Allowances

$ 74,656 $ 53,599

Foreign Assignment Tax Gross-Up

$ 26,128 $ 16,485

Housing Allowance

$ 56,564 $ 64,645

Lost Holiday Compensation

$ 6,883

Lost Holiday Compensation Gross-Up

$ 6,105

Long Time Service Award

$ 1,290 $ 1,000

Long Time Service Award Gross-ups

$ 1,143 $ 390

Tax Return Preparation Assistance