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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.   )
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☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
TRONOX HOLDINGS PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
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Dear Fellow Shareholder:
You are cordially invited to attend the Annual General Meeting of Shareholders of Tronox Holdings plc, which will be held at 9 a.m. (U.S. Eastern Daylight Time) on Wednesday, June 24, 2020.
The accompanying notice of meeting and Proxy Statement describe the matters to be voted on at the meeting. The Board of Directors recommends that you vote FOR all the proposals set forth in the accompanying notice of meeting and Proxy Statement.
Like all companies and organizations, we have been profoundly affected by the coronavirus pandemic (or COVID-19 pandemic). Our first priority is to protect the health and well-being of all Tronox stakeholders, including our shareholders and others who might normally attend our Annual General Meeting of Shareholders. Hence, as part of our precautions, the Annual Meeting will be a “virtual” meeting. The Company is making its proxy materials available electronically as the primary means of furnishing proxy materials to stockholders, who can participate in the meeting online at www.virtualshareholdermeeting.com/TROX2020 at the appointed date and time. This virtual approach to the Annual Meeting also provides a convenient way to access the Company’s proxy materials and vote, enables greater stockholder participation in the proceedings and reduces the cost and environmental impact of the Annual Meeting.
YOUR VOTE IS IMPORTANT. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Shareholders may vote via the Internet, by telephone or by completing and returning a proxy card.
On behalf of the Board of Directors, we want to thank you for your continued support of Tronox.
Sincerely,

 Jeffry N. Quinn
Chairman and CEO

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NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF TRONOX HOLDINGS PLC
(Registered Company No. 11653089)
Date:
Wednesday, June 24, 2020
 
 
Time:
9:00 am EDT
 
 
Virtual Meeting Access:
www.virtualshareholdermeeting.com/TROX2020
 
 
Record Date:
5:00 p.m. (U.S. Eastern Daylight Time) on Monday, April 13, 2020
 
 
Meeting Agenda:
1.
Election of each of the nine director nominees listed in the accompanying Proxy Statement by separate ordinary resolutions.
 
2.
A non-binding advisory vote to approve executive compensation.
 
3.
Ratify the appointment of PricewaterhouseCoopers LLP (U.S.) as the Company’s independent registered public accounting firm.
 
4.
Approve receipt of our U.K. audited annual report and accounts and related directors' and auditor's reports for the fiscal year ended December 31, 2019 included in Appendix A to this Proxy Statement (the “Annual Report and Accounts”).
 
5.
Approve our U.K. directors' remuneration policy, included in the directors' remuneration report contained in the Annual Report and Accounts and included in Appendix A to this Proxy Statement (the “Directors’ Remuneration Policy”).
 
6.
Approve on a non-binding advisory basis our U.K. directors' remuneration report (other than the part containing the Directors' Remuneration Policy) for the fiscal year ended December 31, 2019, contained in the Annual Report and Accounts and included in Appendix A to this Proxy Statement (the “Directors’ Remuneration Report”).
 
7.
Re-appoint PricewaterhouseCoopers LLP (“PwC U.K.”) as our U.K. statutory auditor under the U.K. Companies Act 2006 to hold office from the conclusion of the Annual Meeting until the conclusion of the next general meeting at which the annual report and accounts are laid before the Company.
 
8.
Authorize the Board or the Audit Committee to determine the remuneration of PwC U.K. in its capacity as the Company’s U.K. statutory auditor.
 
9.
Approve an amendment to the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan for the sole purpose of increasing the authorized shares thereunder.

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



You can vote your shares online at www.proxyvote.com
In the U.S. or Canada, you can vote your shares by calling +1-800-690-6903.
You can vote by mail by marking, dating and signing your proxy card and returning it in the business reply envelope to Tronox Holdings plc, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901 U.S.A.
A shareholder of record is entitled to appoint more than one proxy in relation to the 2020 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 2020 Annual Meeting and vote as the shareholder of record instructs for such vote to be counted. The proxy may exercise all or any of a shareholder’s right to attend the “virtual” meeting, ask questions and vote at the 2020 Annual Meeting and need not be a shareholder of Tronox Holdings plc.
This Notice of Annual General Meeting of Shareholders and related proxy materials are being distributed or made available to shareholders beginning on or about April 27, 2020.
By Order of the Board of Directors,

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

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

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PROXY SUMMARY
Tronox, like virtually every other company and organization, is in the midst of grappling with the profound disruptions and changes to what is “normal” brought about by the COVID-19 pandemic. Though the challenges ahead will indeed be difficult, we are confident that our ability to serve customers globally from mines and TiO2 pigment facilities on six continents, focus on being the low-cost producer in our industry and long-term strategy of being the world’s only vertically producer of TiO2 will distinguish us from our competitors and enable us to thrive in the months and years ahead. In addition, our balance sheet and liquidity position are strong, and we are focused on business continuity and continuing to strengthen our human capital throughout the pandemic. In short, we believe that in times of difficulty, strong companies become even stronger and that Tronox will be no exception to this rule.
What has not changed during the COVID-19 pandemic is our focus on safety. Our first priority is to protect the health and well-being of all Tronox stakeholders, including our shareholders and others who might normally attend our Annual General Meeting of Shareholders. Hence, as part of our precautions, our annual general meeting of shareholders (the “Annual Meeting”) will be a “virtual” meeting. For the first time, all of our shareholders will be able to hear directly from Jeffry Quinn, Chief Executive Officer and Chairman of the Board, and the rest of our Board and senior management, regardless of location, as the 2020 Annual Meeting will be conducted exclusively online via live webcast. We believe conducting a “virtual” shareholder meeting will allow all of our shareholders the option to participate in the live, online meeting from any location convenient to them, providing shareholders access to our Board and senior management, and enhancing participation. Shareholders at the close of business on April 13, 2020 will be allowed to communicate with us and ask questions in our virtual shareholder meeting forum during the meeting. All directors and key executive officers are expected to be available to answer questions, and we are committed to acknowledging each question we receive. By hosting our meeting virtually, we are able to expand participant access and improve communications with our shareholders. This approach also enables participation from our global community and aligns with our broader sustainability goals. For further information on the virtual meeting, please see the section entitled “−Virtual Shareholder Meeting – Questions and Answers About the Virtual Meeting” included elsewhere in this Proxy Statement.
In addition, our Annual Meeting is significant for several reasons:
It is the first time that shareholders will be able to express their views on Tronox’s executive compensation policies and programs since we closed the Cristal Transaction (as defined below) on April 10, 2019. The Cristal Transaction was truly transformational, more than doubling our size and enabling us to become the preeminent and only vertically integrated TiO2 producer in the world. By closing the Cristal Transaction we could begin to deliver significant cost and operational synergies for shareholders which will improve our EBITDA margins and free cash flow for many years to come. Approximately 98% of votes were cast in favor of the proposal to approve our executive compensation at the 2019 annual general meeting of shareholders, and we continue to believe that our executive compensation policies and programs are strongly aligned to performance.
The slate of directors who shareholders will vote on at the Annual Meeting also represents a significant change. Two of our long-serving directors, Andy Hines and Wayne Hinman, are retiring without immediate replacement. The election last year of two new board members --- Dr. Vanessa Guthrie and Mr. Steve Jones --- demonstrates the robustness of our director succession planning. Both new directors were able to overlap with, and learn from, Messrs. Hines and Hinman, respectively, during 2019. We continue to believe that our Board serves Tronox shareholders very well in no small part due to its diversity across all dimensions: gender, ethnicity, experience and perspective.
Tronox is seeking shareholder approval to amend the Tronox Holdings Management Equity Incentive Plan (the “MEIP”) solely for the purpose of increasing by 8 million the number of shares available for management and director grants. We believe that our future success depends, in large part, upon our ability to attract, retain and motivate our executives and key employees. Stock-based equity incentives are an important component of our ability to attract the best and the brightest, and we believe that broad-based equity ownership opportunities and performance-based incentives better align management and shareholder interests. That’s why approximately 65% of our management equity grants go to employees other than our CEO and NEOs. In addition, approximately 4.6% of our annual grants of ordinary shares go to the members of our Board of Directors. Equity makes up approximately 50% of our Directors’ compensation and Directors are required to hold a minimum of 500% of their total annual compensation in Tronox ordinary shares. As of the date hereof, each of our non-executive director nominees have met their ownership guideline other than Messrs. Jones, Al-Morished and Khan and Ms. Guthrie, each of whom joined the board in 2019. For further information regarding this proposal and the factors which the Board considered, see “Proposal 9 - Approval to Amend Tronox Holdings plc Amended and Restated Management Equity Incentive Plan for Sole Purpose of Increasing the Authorized Shares Thereunder” included elsewhere in this Proxy Statement.
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PROXY SUMMARY
What We Do and How We Do It
We are the world’s leading integrated manufacturer of TiO2 pigment. We operate titanium-bearing mineral sand mines and beneficiation and smelting operations in Australia, South Africa and Brazil to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and ultrafine TiO2 used in certain specialty applications. It is our long-term strategic goal to be fully vertically integrated and consume all our feedstock materials in our nine TiO2 pigment facilities located in the United States, Australia, Brazil, U.K., France, the Netherlands, China and the Kingdom of Saudi Arabia. We believe that full vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands also creates meaningful quantities of zircon, which we also supply to customers around the world.
The following chart highlights our fully integrated business across the TiO2 value chain.

2019 Business Performance & Accomplishments
In April 2019 we closed on the acquisition of the Cristal TiO2 business and began the integration that we had been planning since the announcement of the transaction in February 2017. Our 2019 performance demonstrated the competitive and financial strength of the combined legacy Tronox and Cristal businesses, and validated our strategy of vertical integration. Our financial results reflected strong execution on the many operating and commercial initiatives that were within our control, such as delivering synergies through our accelerated acquisition integration program, optimizing our global vertically-integrated footprint, managing our cost structure and wisely allocating capital. Despite macro-economic challenges, our Adjusted EBITDA margin remained strong at 23 percent, we generated free cash flow of $214 million, and returned $315 million to shareholders through share repurchases and our dividend. We also achieved total synergies of $89 million
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PROXY SUMMARY
during the year, exceeding the target we presented to investors in May 2019 by $44 million. In a year characterized by economic and geopolitical uncertainties we outperformed both our peer TiO2 peer competitors and the broader chemical industry peers against which we measure ourselves.
The challenging macro-economic conditions in 2019 notwithstanding, we displayed strong financial performance and cash generation by utilizing our vertical integration and margin stabilizing commercial approach. In 2019, on a reported basis, including the contribution of the legacy Cristal business from the date of acquisition, net sales of $2.6 billion increased 45% over 2018. Adjusted EBITDA of $615 million increased 20% from 2018. Our consolidated business generated free cash flow of $214 million, a 304% increase over 2018.



Shareholder Engagement
At our most recent annual meeting of shareholders held on May 22, 2019, our Say-on-Pay advisory vote passed with the affirmative vote of approximately 98% of the votes cast. We believe the positive Say-on-Pay advisory vote was a reflection of the focus and commitment by the Board and the Company’s Human Resources and Compensation Committee (the “HRCC”) to make important changes regarding our executive compensation program during the years ended 2017 and 2018 based upon prior feedback received from shareholders and comments made by proxy advisory firms.
During the past year, we continued our practice of active engagement with shareholders on many levels. Our CEO and other members of the Tronox executive team interacted frequently with shareholders both in 1:1 meetings and at investor conferences. In addition, on May 30, 2019, we held our first investor day at which our investors had the opportunity to learn more about Tronox’s strategic initiatives and interact with a broad range of our global executives. These interactions were aimed at providing insight and transparency into our financial results, operations and long-term strategy.
In terms of shareholder engagement specifically related to compensation and governance, we invited our top ten shareholders to meet telephonically with our Chairman/CEO and Lead Independent Director in the early autumn. At these meetings, we discussed a wide range of compensation and Environment, Sustainability and Governance (“ESG”) issues. We also reached out to, and met with, several of our largest institutional shareholders in connection with our proposed increase in the number of shares available for grants to management and directors under our MEIP. By meeting 1:1 with shareholders, we received valuable insight as to how shareholders view our executive compensation and governance practices. Shareholders appreciated our transparency and the willingness by our senior executives and members of the Board to engage with, and listen to, them.
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PROXY SUMMARY
Execution of our Strategic Transformation During 2019
We accomplished the following material actions during 2019 which we believe will contribute to the creation of long-term, sustainable value for our shareholders and further our strategy of becoming the world’s most vertically integrated and lowest cost producer of TiO2.
Consummation of the Cristal Transaction
On April 10, 2019, we completed the acquisition (the “Cristal Transaction” or the “Transaction”) from the National Industrialization Company (“Tasnee”) of the TiO2 business of The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia (“Cristal”). As a result of the Cristal Transaction, we became the world’s largest vertically integrated pigment producer and second largest TiO2 pigment producer. With an unmatched global footprint on 6 continents, we now currently have approximately 1.1 million tons of nameplate TiO2 pigment capacity, and capacity to produce 294,000 tons of zircon, 410,000 tons of titanium slag, 220,000 tons of synthetic rutile, 220,000 tons of pig iron, and 170,000 tons of rutile and leucoxene.
Synergies from the Cristal Transaction
We believe that by 2023, cost and operational synergies arising from the Cristal Transaction will generate approximately $300-$350 million in annual additional EBITDA, and $350-$400 million in total synergies. Our focus on, and commitment to, delivering these synergies is unwavering. During 2019, we were able to deliver transaction related synergies of $89 million ($47 million of which were reflected in 2019 EBITDA), and believe that we will achieve over $180-220 million in total synergies in 2020.
Re-Domiciliation from Australia to the United Kingdom
On March 27, 2019, we re-domiciled to the United Kingdom from Australia (“Re-domicile Transaction”) and became Tronox Holdings plc, a public limited company registered under the laws of England and Wales. The Re-domicile Transaction was affected by “top-hatting” Tronox Limited with Tronox Holdings plc whereby the Class A ordinary shares and Class B ordinary shares of Tronox Limited were exchanged on a 1:1 basis for ordinary shares in Tronox Holdings plc. As a result, the Class A ordinary shares of Tronox Limited were delisted from the New York Stock Exchange (“NYSE”) and the ordinary shares of Tronox Holdings plc were listed on the NYSE in its place. Tronox Limited also became a wholly-owned subsidiary of Tronox Holdings plc following the completion of the Re-domicile Transaction.
Share Repurchases
The Re-domicile Transaction provided our Board with greater authority and flexibility to undertake share repurchases. The Company took prompt advantage of this flexibility by deploying approximately $287 million of cash to repurchase approximately 21.5 million shares, including the repurchase of 14 million ordinary shares from Exxaro Resources Limited.
Board of Director Refreshment
As we disclosed in last year’s proxy statement, Messrs. Hines and Hinman, two valuable independent directors who have served on the Board since 2011, will not seek reelection to the Board at the Annual Meeting. The election last year of two new board members --- Dr. Vanessa Guthrie and Mr. Steve Jones --- demonstrates the robustness of our director succession planning. Both new directors were able to overlap with, and learn from, Messrs. Hines and Hinman, during 2019.
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PROXY SUMMARY
Voting Matters
Management Proposals
Board Vote
Recommendation
Page Reference
Proposal 1
Election of Directors
For Each Nominee
Proposal 2
Non-binding Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-On-Pay)
For
Proposal 3
Ratification of Appointment of Independent Registered Public Accounting Firm
For
Proposal 4
Approve U.K. Audited Annual Report and Accounts
For
Proposal 5
Approve U.K. Directors’ Remuneration Policy
For
Proposal 6
Approve U.K. Directors’ Remuneration Report
For
Proposal 7
Approve Re-Appointment of U.K. Statutory Auditor
For
Proposal 8
Authorize the Board or the Audit Committee to Determine Remuneration of U.K. Statutory Auditor
For
Proposal 9
Approve an amendment to the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan for the sole purpose of increasing the authorized shares thereunder
For
The approval of the aforementioned proposals requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and actually cast on each such specific proposal. In determining the number of shares present and entitled to vote, and in counting how many votes are cast for each specific proposal, abstentions and, if applicable, broker non-votes may or may not be counted as described below.
With respect to Proposal 1, abstentions and, if applicable, broker non-votes are not treated as votes cast with respect to a director, and thus, will not be counted in determining the outcome of the election of directors. A director will be approved if a majority of shares cast “FOR” votes for such director. Separate resolutions for the election of each director will be submitted for shareholder vote at the Annual Meeting.
With respect to Proposals 2, 6, and 9, abstentions are deemed present and entitled to vote for purposes of determining the number of shares constituting a majority of shares present and entitled to vote. Accordingly, an abstention, because it is not a vote “for,” will have the effect of a negative vote for each such proposal. Broker non-votes are not considered entitled to vote for purposes of determining whether Proposals 2, 6 and 9 have been approved by shareholders, and thus, will not be counted as a vote cast “for” or “against” on such proposals.
With respect to Proposals 3, 4, 5, 7 and 8, abstentions are deemed present and entitled to vote for purposes of determining the number of shares constituting a majority of shares present and entitled to vote. Accordingly, an abstention, because it is not a vote “for,” will have the effect of a negative vote for each proposal. With respect to such proposals, if your shares are held through a broker, bank or other nominee, they will have discretion to vote on your behalf if you do not provide voting instructions.
Each of our current Directors, other than Messrs. Hinman and Hines, is standing for re-election to hold office until the next annual meeting of shareholders or until his or her successor is duly elected and qualified.
Certain proposals on which shareholders 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 4 through 8 are customary proposals, and may be mandated by English law.
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PROXY SUMMARY
Nominees for Director
Cristal Nominees. As noted above, upon closing of the Cristal Transaction, Cristal Netherlands became our largest single shareholder. Pursuant to the terms of a shareholders agreement with Cristal Netherlands and Cristal which was signed at closing, Cristal Netherlands has the right to nominate two of our directors. Similar to last year, Cristal Netherlands has again nominated Mr. Mutlaq Al-Morished and Mr. Moazzam Khan to stand for re-election. Messrs. Al-Morished and Khan bring a wealth of business experience in the TiO2 and chemical industries and will be of invaluable assistance in managing our newly acquired operations in Saudi Arabia. Due to their lack of independence under NYSE listing standards, neither gentlemen will serve on any of our committees.
With respect to Mr. Al-Morished, Mr. Al-Morished is the CEO of TASNEE, a Saudi-listed public company and the parent company of Cristal, and also serves on the board of directors of 4 other Saudi listed public companies. Although Mr. Al-Morished could be deemed to be “over-boarded” under our Corporate Governance Guidelines, as well as proxy advisory firms guidelines and shareholders’ policies, the Board urges shareholders to vote “FOR” Mr. Al-Morished. As the de facto CEO of our largest shareholder, Mr. Al-Morished is well positioned to represent all shareholders’ interest on our Board. In addition, the Board believes he is uniquely positioned to help us succeed in operating our Yanbu pigment plant as it is important that the Company has individuals such as Mr. Al-Morished on our Board to help us navigate the Saudi business and political environment. Moreover, Mr. Al-Morished does not serve on any of our Board committees which reduces the amount of time he needs to effectively carry out his Board responsibilities.
Director Nominees. The following table provides summary information about each Director nominee, all of whom are currently members of the Board, as well as the expected composition of each Board committee following the Annual Meeting, assuming each Director is re-elected.
Director
Age (1)
Director
Since
Current Occupation
Independent
A
HRCC
CG
Jeffry Quinn
61
2011
Chairman and CEO, Tronox Holdings plc
 
 
 
 
Ilan Kaufthal
73
2011
Lead Independent Director, Tronox Holdings plc
Eastwind Advisors
X
 
 
C
Mutlaq Al- Morished
63
2019
CEO, TASNEE
 
 
 
 
Vanessa Guthrie
59
2019
Non-executive Director of Santos Limited and Adelaide Brighton Ltd.
X
M
 
M
Peter B. Johnston
68
2012
Former Interim CEO, Tronox Limited; Former Global Head of Nickel Assets, Glencore
X
M
M
 
Ginger M. Jones
55
2018
Former Senior Vice President and CFO, Cooper Tire & Rubber Company
X
C
M
 
Stephen Jones
58
2019
President & CEO, Covanta
X
M
C
 
Moazzam Khan
62
2019
Managing Director, Cristal International Holdings B.V.
 
 
 
 
Sipho Nkosi
65
2012
Former CEO, Exxaro Resources Limited
X
 
M
M
(1)
As of March 15, 2020
A
Audit Committee
C
Chairperson
HRCC
Human Resources and Compensation Committee
M
Member
CG
Corporate Governance and Nominating Committee
 
 
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PROXY SUMMARY
Corporate Governance Highlights
The Board is committed to continually improving its corporate governance processes, practices and procedures. Our governance policies and structures are designed to promote the Board’s thoughtful oversight of Tronox’s business decisions and ensure intelligent risk-taking, with the goal of furthering our long-term strategic goal of becoming the world’s most vertically integrated and lowest cost producer of TiO2. Highlights include:

An increasingly diverse Board with the appropriate mix of skills, experience and perspective. Assuming all director nominees are elected at the Annual Meeting, 22% will be women, including the chairperson of our Audit Committee, 55% will be non-U.S. citizens and 11% will be black South Africans. In addition, assuming all director nominees are elected at the Annual Meeting, of the independent directors, 33% will be women.

The appointment of a Lead Independent Director with meaningful role and responsibilities following the recombination in 2019 of the Chairman and Chief Executive Officer roles in our current CEO, Jeffry Quinn;

Publication of an annual comprehensive sustainability report meeting the Global Reporting Initiative (“GRI”) Framework for Sustainability Reporting;

Adoption by the Company in late 2018 of a new and improved Code of Ethics and Business Conduct;

A portion of all executives’ annual compensation tied to the achievement of safety metrics, reflecting the importance of our employees and their safety to Tronox;

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

Directors are elected annually under a majority voting standard;

All Board Committees are fully independent;

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

Minimum share ownership requirements for Directors and executive officers;

Anti-Hedging of Company Securities Policy; and

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

Emphasis on performance-based compensation: 83% of our CEO’s target compensation and 69% of our other NEOs’ target compensation is “at-risk”;

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

Importance of safety reinforced by linking to executive compensation: 16% of our executives’ annual incentive compensation is determined by the achievement of pre-set safety metrics;

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

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

No re-pricing of stock options without shareholder approval;

No cash buyout of underwater options;

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

50% of the long-term incentive program equity grants only vest if the Company achieves pre-determined performance metrics; and

Retention of an independent compensation consultant to provide guidance and support to the HRCC.
Pay Aligned to Short-term & Long-term Company Performance
A significant portion of our NEO pay is variable and at risk and is subject to Company and individual performance measured against financial and operating objectives, and to relative Total Shareholder Return (TSR).
Short-term Incentive
80% of our NEOs’ annual incentive plan (AIP) is linked to the Company’s overall performance on financial and safety metrics, and 20% is linked to the NEO’s individual performance. In 2019 the financial target was Adjusted EBITDA (80% weighting) with safety metrics weighted at 20%. In 2019 our performance produced a weighted payout of 103.6% of target, however the HRCC exercised negative discretion to reduce this payout percent to 63.6% as a consequence of two fatalities that occurred during the year, resulting in an adjusted weighted payout of 63.6%.
Long-term Incentive
50% of the long-term incentive program equity grants only vest if the Company achieves a pre-determined performance metric. The final number of performance shares that were granted in February 2017 and vested in February 2020, for the three-year performance period ended December 31, 2019, represented 200% of target shares based on the Company achieving the maximum performance level for Total Shareholder Return (TSR) shares as our three-year TSR ranking was at the 71st percentile (equating to maximum performance) versus the relevant TSR peer group.
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PROXY SUMMARY
2019 Executive Total Target Compensation Mix
To promote a performance-based culture that aligns the interests of management and shareholders, our executive compensation program focuses extensively on performance-based cash and equity-based compensation. As illustrated in the chart below, the substantial majority of our NEOs’ target compensation in 2019 was in the form of “at-risk” compensation (short-term and long-term). Fixed pay consists of annual base salary, and “at-risk” pay consists of performance-based annual cash bonuses, and a combination of long-term time and performance-based equity awards.

AIP = Annual Incentive Plan; LTIP = Long-Term Incentive Plan; RSUs = Restricted Stock Units.
The aforementioned proxy summary provides an overview of the information contained elsewhere in this Proxy Statement. As this is only a summary, we encourage you to read carefully this Proxy Statement in its entirety prior to voting. For additional information regarding our 2019 operating and financial performance, please also review our Annual Report on Form 10-K for the year ended December 31, 2019.
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PROXY SUMMARY
VIRTUAL SHAREHOLDER MEETING
Participation in the Annual Meeting
The 2020 Annual Meeting will be the first annual meeting of shareholders conducted by us exclusively online via live webcast, allowing all of our shareholders the option to participate in the live, online meeting from any location convenient to them. There will not be a physical meeting in Stamford, Connecticut as in prior years. You will be able to participate in the virtual meeting online, vote your shares electronically, and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/TROX2020.
Please note that shareholders will need their unique control number which appears on their Internet Notice, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials in order to access these sites. Beneficial shareholders who do not have a control number may gain access to the meeting by logging into their broker, brokerage firm, bank, or other nominee’s website and selecting the shareholder communications mailbox to link through to the meeting. Instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee.
Virtual Shareholder Meeting Philosophy
The Board believes that holding the annual meeting of shareholders in a virtual format provides the opportunity for participation by a broader group of shareholders, while reducing the time and expense associated with planning, holding and arranging logistics for in-person meeting proceedings. Shareholders at the close of business on April 13, 2020 will be allowed to communicate with us and ask questions in our virtual shareholder meeting forum during the meeting. All directors and key executive officers are expected to be available to answer questions, and we are committed to acknowledging each question we receive. We believe a virtual meeting is fundamental to our strategic priority to provide shareholders with direct access to our Board and management, as well as to our sustainability and citizenship goals.
The Board intends that the virtual meeting format provide shareholders a level of transparency as close as possible to the traditional in-person meeting format and takes the following steps to ensure such an experience:
providing shareholders with the ability to submit appropriate questions real-time through the meeting website, limiting questions to one per shareholder unless time otherwise permits;
answering as many questions submitted in accordance with the Meeting’s Rules of Conduct (available on our Annual Meeting website) as possible in the time allotted for the meeting without discrimination;
publishing all questions submitted in accordance with the Meeting’s Rules of Conduct with answers following the meeting, including those not addressed directly during the meeting; and
offering separate engagement opportunities with shareholders on appropriate matters of governance or other relevant topics as outlined under the Communications with the Board of Directors section in this Proxy Statement.
QUESTIONS AND ANSWERS ABOUT THE VIRTUAL MEETING
How do I participate in the Company’s 2020 Annual Meeting of Shareholders?
This year, for the first time, the Annual Meeting will be conducted exclusively virtually via live webcast at www.virtualshareholdermeeting.com/TROX2020, in a fashion similar to our prior in-person meetings. As such, all shareholders, regardless of size, resources or physical location, eligible to attend the Annual Meeting will be able to participate via webcast and will be able to communicate with us and ask questions during the Annual Meeting. We are committed to improving communication with our shareholders and believe this approach aligns with such commitment, as well as our sustainability and citizenship goals, and we believe a virtual shareholders meeting best encompasses these objectives while also ensuring access for all shareholders.
How can I ask questions during the Meeting?
As part of the Annual Meeting, we will hold a live webcast Q&A session, during which we intend to answer all questions submitted during the Annual Meeting in accordance with the Meeting’s Rules of Conduct (available on the Annual Meeting Website) which are pertinent to the Company and the Annual Meeting matters, as time
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PROXY SUMMARY
permits. Consistent with our prior in-person annual meetings, all questions submitted in accordance with the Meeting’s Rules of Conduct will be generally addressed in the order received and we intend to limit each shareholder to one question in order to allow us to answer questions from as many shareholders as possible. Answers to any such questions that are not addressed during the Annual Meeting will be published following the meeting on http://investor.tronox.com. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. Questions regarding personal matters, including general economic, political, or product questions, that are not directly related to the business of the Company are not pertinent to Annual Meeting matters and therefore will not be answered. If there are matters of individual concern to a shareholder and not of general concern to all shareholders, or if a question posed was not otherwise answered, we provide an opportunity for shareholders to contact us separately after the Meeting through our Investor Relations website http://investor.tronox.com.
Questions may be submitted in real time during the Annual Meeting using our Annual Meeting website. Please note that shareholders will need their unique control number which appears on their Internet Notice, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials in order to access these sites. Beneficial shareholders who do not have a control number may gain access to the meeting by logging into their broker, brokerage firm, bank, or other nominee’s website and selecting the shareholder communications mailbox to link through to the Meeting. Instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee.
We want to be sure that all our shareholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, so all of the members of our Board and executive officers are expected to join the Annual Meeting and be available for questions, and we are committed to acknowledging each relevant question we receive pursuant to our Meeting’s Rules of Conduct. If you are eligible to attend the 2020 Annual Meeting, but cannot submit your question using the Annual Meeting Website, please contact our Investor Relations Department.
What can I do if I need technical assistance during the Annual Meeting?
If you encounter any difficulties accessing the virtual meeting webcast, please call the technical support number that will be posted on the Annual Meeting website log-in page.
If I can’t participate in the live Annual Meeting webcast, can I vote or listen to it later?
You may vote your shares electronically before the meeting by visiting www.proxyvote.com and following the instructions on your proxy card. You do not need to access the Annual Meeting webcast to vote if you submitted your vote via proxy in advance of the Annual Meeting. An audio replay of the Annual Meeting, including the questions answered during the meeting, will be available on http://investor.tronox.com until the 2021 Annual Meeting of Shareholders. Additional information about how to vote your shares and participate in our Annual Meeting webcast can be found in the General Information section of this Proxy Statement.
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TRONOX HOLDINGS PLC
Registered Office:
Laporte Road, Stallingborough, Grimsby
North East Lincolnshire, DN40 2PR, United Kingdom
PROXY STATEMENT
FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 24, 2020
PROPOSAL 1—ELECTION OF DIRECTORS
Tronox’s business and affairs are managed under the direction of the Board, which assuming all the director nominees are elected at the Annual Meeting, will be comprised of nine members. Six of those members are independent.
In connection with the consummation of the Cristal Transaction, Cristal Netherlands became our largest single shareholder. Pursuant to the terms of a shareholders agreement with Cristal which was signed at closing, Cristal Netherlands has the right to nominate two directors to our Board. Similar to last year, Cristal Netherlands has again nominated Mr. Mutlaq Al-Morished and Mr. Moazzam Khan to stand for re-election. Messrs. Al-Morished and Khan bring a wealth of business experience in the TiO2 and chemical industries and will be of invaluable assistance in managing our newly acquired operations in Saudi Arabia. Due to their lack of independence under NYSE listing standards, neither of the gentlemen will serve on any of our Board committees.
With respect to Mr. Al-Morished’s nomination, Mr. Al-Morished is the CEO of TASNEE, a Saudi-listed public company and the parent company of Cristal, and also serves on the board of directors of four other Saudi listed public companies. Although Mr. Al-Morished could be deemed to be “over-boarded” under our Corporate Governance Guidelines, as well as proxy advisory firms guidelines and shareholders’ policies, the Board urges shareholders to vote “FOR” Mr. Al-Morished. As the de facto CEO of our largest shareholder, Mr. Al-Morished is well positioned to represent all shareholders’ interests on our Board. In addition, the Board believes he is uniquely positioned to help us succeed in operating our Yanbu pigment plant as it is important that the Company has individuals such as Mr. Al-Morished on our Board to help us navigate the Saudi business and political environment. Moreover, Mr. Al-Morished does not serve on any of our Board committees which reduces the amount of time he needs to effectively carry out his Board responsibilities.
In addition, upon consummation of the Cristal Transaction, the Board appointed Dr. Talal Al-Shair as director emeritus for the purpose of providing such consulting and advisory service to the Board as the Board shall request from time to time. Dr. Talal is the founder of Cristal and has extensive experience and knowledge regarding Cristal and industry-related matters.
Accordingly, the nominees for election as Directors this year are Jeffry N. Quinn, Ilan Kaufthal, Mutlaq Al-Morished, Vanessa Guthrie, Peter B. Johnston, Ginger M. Jones, Stephen Jones, Moazzam Khan, and Sipho Nkosi. Each of these nominees, other than Messrs. Khan and Al-Morished, have been nominated by the Corporate Governance and Nominating Committee in accordance with our Articles of Association.
Each of the nominees must be elected by a majority of votes cast in favor of the proposal at the Annual Meeting to hold office until their successors are duly named and approved at the next annual general meeting of the Company. All the nominees are current Directors. Your Board of Directors recommends a vote FOR these nominees by shareholders. Shares represented by proxy will be voted FOR the nominees unless you specify otherwise in your voting instructions.
We expect each nominee for election as a Director to be able to serve if elected. Separate resolutions for the election of each nominee will be submitted for shareholder vote at the Annual Meeting.
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PROPOSAL 1—ELECTION OF DIRECTORS
The Board of Directors recommends that shareholders vote “FOR” the election of each of the following nominees:
NAME
AGE (1)
POSITION
Jeffry N. Quinn
61
Chairman and CEO
Ilan Kaufthal
73
Lead Independent Director
Mutlaq Al-Morished
63
Director
Vanessa Guthrie
59
Director
Peter B. Johnston
68
Director
Ginger M. Jones
55
Director
Stephen Jones
58
Director
Moazzam Khan
62
Director
Sipho Nkosi
65
Director
 (1) As of March 15, 2020.
Set forth below is a description of the backgrounds of the Director nominees. Except as otherwise indicated below, each of our Directors, other than Messrs. Jones, Al-Morished, Khan, and Dr. Guthrie, joined Tronox Holdings plc effective as of the Implementation Date of the Re-Domicile Transaction. Additionally, each of our Directors, other than Messrs. Jones, Al-Morished, Khan and Dr. Guthrie were also Directors of Tronox Limited prior to the Re-Domicile Transaction. There are no family relationships among any of our Directors.
Jeffry N. Quinn
Jeffry N. Quinn has been President, Chief Executive Officer and Director of Tronox Holdings plc effective as of the Implementation Date. In addition, on March 28, 2019, Mr. Quinn was appointed as Chairman of the Board. Prior to the Re-Domicile Transaction, Mr. Quinn was President & Chief Executive Officer of Tronox Limited since December 1, 2017, a Director of Tronox Limited since June 15, 2012 and was a Director of Tronox Incorporated from February 2011 until June 15, 2012.
Previously Mr. Quinn was the founder, Chairman, Chief Executive Officer and Managing Member of Quinpario Partners LLC, and served in such role from July 2012 until December 2017. In conjunction with that role Mr. Quinn also served as President, Chairman and Chief Executive Officer and as a member of the Board of Directors of Quinpario Acquisition Corp.(“QPAC”) and as a member of the Board of Directors of Quinpario Acquisition Corporation 2 (“QPAC2”), both NASDAQ listed special purpose acquisition companies sponsored by Quinpario. Mr. Quinn held his roles at QPAC from its inception in May 2013 until June 30, 2014, when it completed its business combination with Jason Industries, Inc. (NASDAQ: JASN) (“Jason”). Mr. Quinn served as Chairman of the Board of Jason from August 2013 to June 2018, served as its Chief Executive Officer from November 2015 to December 2016 and continues to serve as a member of the Board of Directors.
Prior to forming Quinpario Partners LLC, Mr. Quinn was President, Chief Executive Officer and Chairman of the Board of Solutia Inc. (formerly NYSE: SOA), a global specialty chemical and performance materials company. From 2004 to 2012, Mr. Quinn served as the President and Chief Executive Officer of Solutia, and served as the Chairman of the Board from 2006 to 2012. Prior to joining Solutia, Mr. Quinn was Executive Vice President, Chief Administrative Officer, Secretary and General Counsel for Premcor Inc. (formerly NYSE: PCO) and Senior Vice President-Law & Human Resources, Secretary and General Counsel for Arch Coal, Inc. (NYSE: ACI). Mr. Quinn formerly served on the Board of Directors of W.R. Grace & Co. (NYSE: GRA), a global supplier of catalysts, Ferro Corporation, SunEdison, Inc. (formerly MEMC Electronic Materials Inc.) and Tecumseh Products Company.
Mr. Quinn received a bachelor’s degree in Mining Engineering and a Juris Doctorate degree from the University of Kentucky. Mr. Quinn brings to the board his core business and leadership skills, his global chemical company experience, and his experience leading a highly regulated, global business in rapidly changing markets, as well as his public company director experience.
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PROPOSAL 1—ELECTION OF DIRECTORS
Ilan Kaufthal
Ilan Kaufthal has been a director of Tronox Holdings plc effective as of the Implementation Date, and was appointed Lead Independent Director on March 28, 2019. Prior to the Re-Domicile Transaction, Mr. Kaufthal was Non-Executive Chairman of Tronox Limited from June 27, 2017 to March 28, 2019, was its Lead Independent Director from September 6, 2016 to June 27, 2017, a Director since June 15, 2012 and was a Director of Tronox Incorporated from February 2011 until June 15, 2012. He is Chairman of East Wind Advisors, a specialized investment banking firm serving companies in the media, education and information industries. Mr. Kaufthal was formerly a director of Cambrex Corporation (NYSE: CBM), a supplier to the pharmaceutical industries. Mr. Kaufthal is also the non-executive chairman of Israel Discount Bank of New York since March 2019. Earlier in his career, he was Vice Chairman of Investment Banking at Bear Stearns & Co., Vice Chairman and Head of Mergers and Acquisitions at Schroder & Co., and SVP and CFO at NL Industries, at which time was a significant producer of titanium dioxide. Mr. Kaufthal is a graduate of Columbia University and the New York University Graduate School of Business Administration. Mr. Kaufthal brings to the Board his financial, investment, business skills and previous experience in the titanium dioxide business.
Mutlaq Al-Morished
Mr. Al-Morished is currently the Chief Executive Officer of National Industrialization Company (TASNEE), which is a 79% shareholder of Cristal and one of the largest Saudi diversified industrial companies having investments in several fields. Mr. Al-Morished is also the Chairman of the board of National Metal Manufacturing & Casting Co. (Maadaniyah) and serves as a board member of General Organization of Saudi Arabian airlines, Alinma Tokio Marine (ATMC), Aluminium Bahrain (ALBA), Gulf Petrochemical & Chemical Association (GPCA), CITI Group in Saudi Arabia and Alinma Bank. Prior to joining TASNEE, Mr. Al-Morished was the Executive Vice President of Corporate Finance and Chief Financial Officer of Saudi Basic Industries Corporation (SABIC) from 2004 through 2015. Mr. Al-Morished was also the Vice President of Metals SBU, Executive Vice President of Shared Services and President of Saudi Petrochemical Company (SADAF) and Saudi Iron & Steel Com (HADEED), consecutively. Mr. Al-Morished previously served as Chairman of the Board of YANSAB, SABIC Capital in the Netherlands, SAUDI KAYAN, SABIC Captive Insurance Limited in the U.K. and Alinma Investment Co. He was also a board member of Gulf Bank in Bahrain & the Advisory Board for Economic Affairs of the Supreme Economic Council of Saudi Arabia. Mr. Al-Morished holds a Master of Business Administration degree from Stanford University, a Master of Science degree in Nuclear Engineering from Princeton University and a Bachelor of Science degree in Nuclear Physics & Mathematics from the University of Denver. Mr. Al-Morished will bring to the Board years of extensive senior management, business and leadership experience in the TiO2 and other chemicals businesses.
Vanessa Guthrie
Dr. Vanessa Guthrie has been a Director of Tronox Holdings plc since March 28, 2019. Dr. Guthrie is a highly accomplished executive and Board director with a career spanning 30 years in the resources sector across diverse roles in operations, environment, community and indigenous affairs, corporate development and sustainability. From 2013 to 2016, Dr. Guthrie was the Managing Director and Chief Executive Officer of Toro Energy Limited, an Australian uranium mining company (ASX: TOE). Dr. Guthrie is currently a non-executive Director of Santos Limited (ASX: STO) (“Santos”), one of the leading independent oil and gas producers in the Asia-Pacific region, and is a member of Santos’s EHS and Sustainability Committee and People and Remuneration Committee. In addition, Dr. Guthrie is a non-executive Director of Adelaide Brighton Ltd. (ASX: ABC) (“Adelaide Brighton”), one of Australia’s leading integrated construction materials and lime producers, and is a member of the Safety, Health and Environment committee and Chair of Adelaide Brighton’s People and Culture committee. Dr. Guthrie is also a non-executive Director of the Australian Broadcasting Corporation where she chairs the Editorial Committee, Chair of the Minerals Council of Australia Deputy Chair of the Western Australia Cricket Association and a Council member of Curtin University where she is chair of the Finance Committee. Dr. Guthrie has qualifications in geology, environment, law and business management, including a PhD in Geology, and was awarded an Honorary Doctor of Science from Curtin University in 2017 for her contribution to sustainability, innovation and policy leadership in the resources industry.
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Peter B. Johnston
Peter B. Johnston has been a Director of Tronox Holdings plc effective as of the Implementation Date. Prior to the Re-Domicile Transaction, Mr. Johnston was interim CEO of Tronox Limited from May 15, 2017 to November 30, 2017 and had been a Director of Tronox Limited since August 1, 2012. He was appointed Global Head of Nickel Assets for Glencore in May 2013 and held that position until his retirement in December 2015. Previously he was Managing Director and Chief Executive Officer of Minara Resources Pty Ltd from 2001 to 2013. He was Vice Chairman of the Nickel Institute; past Chairman of the Minerals Council of Australia; past President of the Chamber of Minerals & Energy (WA); and past Vice President of the Australian Mines and Metals Association. Mr. Johnston also was a director of Silver Lake Resources Limited (ASX:SLR). He formerly was employed by WMC Ltd between 1993 and 2001, during which he held the position of Executive General Manager with responsibility over nickel and gold operations, Olympic Dam Operations, Queensland Fertilizers Ltd., and human resources. Mr. Johnston is currently a member of the board of NRW Holdings Limited (ASX:NWH). Mr. Johnston brings to the Board extensive senior management, operating and leadership experience through his business career in the mining industry.
Ginger M. Jones
Ginger M. Jones has been a Director of Tronox Holdings plc effective as of the Implementation Date. Prior to the Re-Domicile Transaction, Ms. Jones had been a Director of Tronox Limited since April 4, 2018. Ginger M. Jones served as Vice President and Chief Financial Officer of Cooper Tire & Rubber Company, a leading global competitor in the tire industry, since December 2014 and was promoted to Senior Vice President and Chief Financial Officer in February 2016. Ms. Jones retired from Cooper Tire & Rubber Company in December 2018, where she was responsible for Cooper’s financial operations, investor relations, business information systems and corporate strategic planning. Ms. Jones joined Cooper from Plexus Corp., a large, global electronics manufacturing services company. At Plexus, Ms. Jones served as Chief Financial Officer for seven years, having been named Vice President and Chief Financial Officer in 2007 and advancing to Senior Vice President and Chief Financial Officer in 2011. Prior to joining Plexus, she was with Banta Corporation for five years as its Vice President and Corporate Controller. Earlier in her career, Ms. Jones held other accounting and financial positions with Reynolds and Reynolds, O-Cedar Brands, Inc. and Deloitte & Touche. Ms. Jones holds a master’s of business administration degree from The Ohio State University and a bachelor’s degree in accounting from the University of Utah. She is a certified public accountant. Ms. Jones is a member of the board of directors of Libbey Inc. (NYSE American: LBY), and currently serves on Libbey’s compensation committee and as chair of its audit committee. Ms. Jones is also a member of the board of directors of Nordson Corporation (NASDAQ: NDSN), and currently serves on Nordson’s audit committee. Ms. Jones brings to the Board her financial, accounting and auditing experience and her public company director experience.
Stephen Jones
Stephen Jones has been a Director of Tronox Holdings plc since March 28, 2019. Mr. Jones was appointed as President and Chief Executive Officer of Covanta Holding Corporation (NYSE: CVA) since March 2015, as well as a director of Covanta since March 2015. Prior to joining Covanta, Mr. Jones was employed by Air Products and Chemicals, Inc. (“Air Products”), a global supplier of industrial gases, equipment and services from 1992 through September 2014. Mr. Jones served as senior vice president and general manager, Tonnage Gases, Equipment and Energy of Air Products, from April 2009 through September 2014. Mr. Jones also served as Air Products’ China President from June 2011 through September 2014 at Air Products’ office in Shanghai. He was also a member of Air Products’ Corporate Executive Committee from 2007 through September 2014. Mr. Jones joined Air Products in 1992 as an attorney in the Law Group representing various business areas and functions and in 2007 he was appointed senior vice president, general counsel and secretary. Mr. Jones’ experience managing and growing domestic and international companies and his business acumen are valuable assets to the Board.
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PROPOSAL 1—ELECTION OF DIRECTORS
Moazzam Khan
Moazzam Khan has been a director of the Company since April 2019. In addition to serving on the Board of Directors of Tronox, Mr. Khan serves as the managing director of Cristal International Holdings BV (formerly known as Cristal Inorganic Chemicals Netherlands Cooperateif W.A.) Prior to joining Cristal, Mr. Khan worked for Saudi Basic Industries Corporation (SABIC) for over twenty years and was the Chief Financial Officer of SABIC Capital B.V. from April 2009 to September 2015. At SABIC, Mr. Khan held various leadership roles in Finance, Treasury, Corporate Ratings, Mergers and Acquisitions, Corporate Integration and Restructurings, Taxation and SAP implementations. Prior to SABIC, Mr. Khan worked for KPMG in Saudi Arabia. Mr. Khan was the Chairman of the Board of SABIC Luxembourg S.à r.l., and the Managing Board of SABIC Capital B.V. as well as held directorship roles at SABIC International Holdings B.V., SABIC Ventures B.V., SABIC Ventures US Holdings LLC, JVSS Holding Company, Inc., SD Verwaltungs GmbH and Cristal International B.V. Mr. Khan is a fellow member of The Institute of Chartered Accountants in England and Wales (FCA) and holds a degree in Economics as well as leadership and business accreditations from Wharton Business School.
Sipho Nkosi
Sipho Nkosi has been a Director of Tronox Holdings plc effective as of the Implementation Date. Prior to the Re-Domicile Transaction, Mr. Nkosi had been a Director of Tronox Limited since June 15, 2012. Mr. Nkosi is the former Chief Executive Officer of Exxaro Resources. Mr. Nkosi is the independent non-executive chairman of Sasol Limited (NYSE:SSL), an integrated energy and chemical company based in South Africa, and serves as chairman of its corporate governance and nominating committee. He began his career as a market analyst with Ford Motor Company South Africa in 1980 after which he was appointed as marketing coordinator at Anglo American Coal in 1986. He joined Southern Life Association as senior manager, strategic planning in 1992 and the following year accepted the position of marketing manager, new business development at Trans-Natal Coal Corporation, which later became Ingwe Coal Corporation. Mr. Nkosi joined Asea Brown Boveri (South Africa) Ltd. in 1997 as Vice President Marketing and ABB Power Generation in 1998 as Managing Director. He was the founder and chief executive officer of Eyesizwe Holdings and following its merger with Kumba’s non-iron ore resources was appointed Chief Executive Officer of the renamed entity Exxaro Resources Limited in 2007. Mr. Nkosi holds a Bachelor of Commerce degree from the University of Zululand, an Honors degree in Commerce (Economics) from the University of South Africa and a Master of Business Administration from the University of Massachusetts in the United States. Mr. Nkosi also holds the Advanced Management Diploma from Oxford University. Mr. Nkosi brings to the Board his experiences and skills in growing leading businesses, innovation and strategy, and leadership development.
SUSTAINABILITY AND CORPORATE RESPONSIBILITY
At Tronox, corporate citizenship is an integral part of our global business. We believe that our business can and should play a leadership role in improving the quality of life in the communities in which we operate. We are continually challenging ourselves to promote sustainable growth, be transparent in all our business operations, and make positive contributions in the communities where we live and work. We believe that these efforts promote the long-term interests of all our stakeholders, including employees, customers, business partners, shareholders, local communities, and the mining and minerals industries at large. As such, in 2019 we appointed Melissa Zona as Senior Vice President, Chief Sustainability Officer reporting directly to our CEO in order to drive sustainability initiatives in 2020 and beyond.
Embedding this priority into our culture is a core objective of management. In addition to an extensive Safety, Health and Environment organization with experienced, dedicated managers at each of our operating sites around the world, we expect all of our managers and employees to lead with safety and responsibility. We hold managers and employees responsible for, among other things:
Pursuing a business strategy that builds on sustainable innovation, operations and business practices, as we seek to grow our businesses and improve the quality of people’s lives everywhere;
Openly conducting our business in a manner that is protective of public and occupational health, the environment, and employee safety;
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Giving environmental considerations priority in manufacturing our products and planning for new products, facilities, and processes;
Complying with all environmental laws and regulations;
Striving to reduce emissions and waste, and use energy and natural resources efficiently as we grow;
Actively soliciting constructive discussions with our employees, suppliers, customers, neighbors, and shareholders on managing environmental issues to ensure continuous improvement; and,
Supporting the principles of responsible environmental stewardship, as embodied in voluntary standards and management systems appropriate to our operations around the world. These goals are accomplished by working with our employees, suppliers, customers, contractors, and commercial partners to promote responsible management of our products and processes through their entire life cycle, and for their intended end use, worldwide.
Our commitment to sustainability and corporate responsibility is demonstrated by, among other things, the integration of ESG into executive compensation: 16% of our executives’ annual incentive compensation, including our NEOs, is determined by safety performance. For 2019, we used two metrics to assess safety performance: (1) the disabling injury frequency rate for Tronox employees and contractors, and (2) the total recordable injury frequency rate for Tronox employees and contractors. Due to an unsatisfactory safety performance in 2019, the 16% safety component of each officer’s annual incentive compensation was not paid. The safety component of our executives’ annual incentive bonus was not paid in 2019 despite the fact that our safety metrics --- disabling injury frequency rate (DIR) and total recordable injury frequency rate (TRIFR) --- continued to improve and are well above the top-quartile among our peers. Nonetheless, two contractors were killed at our sites in 2019, and as a result the HRCC decided to withhold the relevant portion of management annual incentive bonus. We believe this action sends a strong message to our employees of Tronox leadership’s commitment to maintaining a safe work environment.
In addition, we participate in the Global Reporting Initiative (GRI) Framework for Sustainability Reporting, preparing and publishing an annual comprehensive sustainability report that is available at www.tronox.com/about-us/sustainability. Our GRI report provides disclosure on a variety of economic, environmental, and social sustainability indicators we deem material to us, including energy, water, biodiversity, emissions and effluents and waste. The publication of our annual sustainability report serves several purposes. For our directors and management, we believe the report helps us better understand risk and ensure that we are taking appropriate steps to mitigate those risks. For shareholders, customers and vendors we believe the report highlights Tronox and its employees’ commitment to environmental, social and governance values.
We believe operating our business in a sustainable manner leads to stronger operational and financial results. With respect to environmental sustainability, we strive to, among other things, (i) implement innovative technologies and practices to preserve scarce resources, (ii) reduce energy consumption per unit of production, (iii) reduce water consumption per unit of production, (iv), reduce greenhouse gas emissions per unit of production, (v) reduce waste per unit of production, and (vi) rehabilitate and restore the land we disturb in our mining operations.
HIGHLIGHTS OF OUR ENVIRONMENTAL AND SAFETY ACHIEVEMENTS
We published our 2018 GRI in September 2019 that highlighted our environmental and safety achievements for fiscal year ended December 31, 2018 which report did not include the newly acquired Cristal business. The highlights included:
Direct and in-kind investments of approximately $2.0 million to support local communities around the world;
Safety metrics in the top-quartile among our peers;
Continued investments in energy efficiency, renewable energy sources and minimizing use of municipal water sources either through re-use or use of “fit-for-purpose” water such as sea water;
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At our Northern Operations in Western Australia, implemented a program to eradicate invasive flora in order to protect indigenous plant species;
We spent approximately $5.5 million in connection with the rehabilitation activities at our mining sites; and
At our TiO2 pigment plant in Botlek, the Netherlands, 100% of the plant’s steam needs were derived from renewable steam.
VALUES
The following reflect our core values that are we believe are each supportive of strong sustainable practices:
We have an uncompromising focus on operating safe, reliable and responsible facilities.
We honor our responsibility to create value for stakeholders.
We treat others with respect, and act with personal and organizational integrity.
We build our organization with diverse, talented people who make a positive difference and we invest in their success.
We are adaptable, decisive and effective.
We are trustworthy and reliable, and we build mutually rewarding relationships.
We share accountability, and have high expectations for ourselves and one another.
We do the right work the right way in every aspect of our business.
We celebrate the joy of working together to accomplish great things.
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CORPORATE GOVERNANCE OF THE COMPANY
The Board is committed to continually improving its corporate governance processes, practices and procedures. Our governance policies and structures are designed to promote the Board’s thoughtful oversight of Tronox’s business decisions and ensure intelligent risk-taking, with the goal of furthering our long-term strategic goal of becoming the world’s most vertically integrated and lowest cost producer of TiO2. Highlights include:

An increasingly diverse Board with the appropriate mix of skills, experience and perspective. Assuming all director nominees are elected at the Annual Meeting, 22% will be women, including the chairperson of our Audit Committee, 55% will be non-U.S. citizens and 11% will be black South Africans. In addition, assuming all director nominees are elected at the Annual Meeting, of the independent directors, 33% will be women.

The appointment of a Lead Independent Director with meaningful role and responsibilities following the recombination in 2019 of the Chairman and Chief Executive Officer roles in our current CEO, Jeffry Quinn;

Publication of an annual comprehensive sustainability report meeting the GRI Framework for Sustainability Reporting;

Adoption by the Company in late 2018 of a new and improved Code of Conduct;

A portion of all executives’ annual compensation tied to the achievement of safety metrics, reflecting the importance of our employees and their safety to Tronox. Due to an unsatisfactory safety performance in 2019, the 16% safety component of each executive officer’s annual incentive compensation was not paid;

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

Directors are elected annually under a majority voting standard;

All Board Committees are fully independent;

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

Minimum share ownership requirements for Directors and executive officers;

Anti-Hedging of Company Securities Policy; and

Shareholder ratification of the selection of external audit firm.
Code of Ethics and Business Conduct
On November 15, 2018, our Board approved the publication and implementation of a new Code of Conduct. We believe that our new Code of Conduct is a significant improvement over the prior version with enhancements to such key compliance areas as competition law, anti-bribery laws, maintaining a fair and safe workplace and guidance on charitable and political contributions. The new Code of Conduct includes an outright ban on the use of Company funds for campaign contributions of any kind. The Code of Conduct applies to employees and directors, as well as our agents, suppliers and contractors. Each employee is responsible for demonstrating integrity and leadership by complying with the provisions of the Code of Conduct, Company policies and all applicable laws. By fully including ethics and integrity in our ongoing business relationships and decision making, we believe we demonstrate a commitment to a culture that promotes the highest ethical standards. Any violation of the Code of Conduct can subject the person at issue to a range of sanctions, up to and including dismissal.
The Code of Conduct is available on the Company’s website at www.tronox.com, under “Investor Relations – Corporate Governance”. If the Company makes any substantive amendments to the Code of Conduct or grants any waiver from a provision of the Code of Conduct to any executive officer or Director, the Company will promptly disclose the nature of the amendment or waiver on our website.
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Corporate Governance Guidelines
Tronox has adopted a set of Corporate Governance Guidelines which address qualifications for members of the Board, Director responsibilities, Director access to management and independent advisors, Director compensation and many other matters related to the governance of the Company. The Corporate Governance Guidelines are available on Tronox’s website at www.tronox.com, under “Investor Relations - Corporate Governance.”
Director Independence
The listing standards of the NYSE, as well as our Corporate Governance Guidelines, require that a majority of the Board be comprised of independent directors. For a director to be considered independent under these standards:
The director must meet the bright–line independence tests under the listing standards of the NYSE; and
The board must affirmatively determine that the director otherwise has no material relationship with us, directly or as a partner, shareholder or officer of an organization that has a relationship with us.
Based on these standards, the Board has affirmatively determined that all of the current Directors, except for Messrs. Quinn, Al-Morished and Khan, are independent. The Board based these determinations primarily on a review of the responses of our Directors to questions regarding employment and compensation history, affiliations and family and other relationships and on discussions with the Directors.
Board Leadership Structure
Chairman of the Board of Directors
On March 28, 2019, the Board combined the roles of Chairman and CEO by appointing Mr. Jeffry Quinn, our President and Chief Executive Officer, as Executive Chairman of the Board. Previously, the roles had been separated and Mr. Ilan Kaufthal had served as the Non-Executive Chairman. Given the strategic transformation we are embarking on by, among other things, completing the Cristal Transaction, the Board believes that a unitary leadership structure with a combined Chairman/CEO will better serve the interests of our shareholders and contribute to long-term sustainable value creation. The Board further believes that Mr. Quinn has the character, demeanor and quality of leadership to serve in both roles and that combining the roles will not diminish the Board’s ability to oversee management and monitor risk.
In reaching its decision, the Board considered a wide range of factors, including, among other things: (i) the benefits of a unified leadership structure during a period when we will be integrating the business of Cristal; (ii) exiting Exxaro as our largest shareholder and potentially taking full control of our South African operations; (iii) the highly independent nature of our Board where a substantial majority of members are independent; (iv) the likelihood that Mr. Quinn’s service as both Chairman and CEO will enhance the Company’s performance as a result of Mr. Quinn’s character and leadership qualities; and (v) Mr. Kaufthal’s previous successful role as Lead Independent Director during the period in which our former CEO, Mr. Thomas Casey, was also Executive Chairman of the Board.
Directors meet in executive session without the presence of Mr. Quinn at meetings of the Board held in person, as well as certain telephonic meetings. At these executive sessions the Directors review among other things the performance of the Company’s management. In the fiscal year 2019, the Directors met in executive session 7 times.
The Company’s Corporate Governance Guidelines, a copy of which is available on Tronox’s website at www.tronox.com, under “Investor Relations - Corporate Governance,” sets forth the policy and procedure with respect to meetings of non-management Directors and the role, if applicable, of lead independent Directors at such executive sessions, including the procedure by which a lead independent Director is chosen.
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CORPORATE GOVERNANCE OF THE COMPANY
Lead Independent Director
The Board considers it to be useful and appropriate that an independent lead director be designated to perform such duties, and have specific responsibilities, as the Board may determine, if the Chairman of the Board and the Chief Executive Officer roles are vested in the same person. Therefore, on March 28, 2019, when the Board appointed Mr. Jeffry Quinn as Chairman of the Board in addition to his role as our President and Chief Executive Officer, the Board also elected Mr. Ilan Kaufthal as the Lead Independent Director. Mr. Kaufthal previously served in such capacity from September 6, 2016 to June 27, 2017, when our former CEO, Mr. Thomas Casey, also served as both our Chairman and Chief Executive Officer.
The specific responsibilities of the Lead Independent Director are as follows: (i) serve as liaison between the chairman and the independent directors (ii) approve information sent to the board; (iii) approve meeting agendas for the board; (iv) approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; (v) possess the authority to call meetings of the independent directors; and (vi) if requested by major shareholders, ensure that he or she is available for consultation and direct communication.
The Lead Independent Director is elected by a majority of the independent Directors for renewable one year terms and until such earlier time as he or she ceases to be a Director, resigns as Lead Independent Director, or is replaced as Lead Independent Director by a majority of the independent Directors.
The qualifications of Lead Independent Director are: (a) be available to work effectively and closely with, and in an advisory capacity to, the Chairman of the Board; and (b) be available to discuss with other Directors and major shareholders any concerns about the Board or the Company and to relay those concerns, where appropriate, to the Chairman of the Board.
The responsibilities of the Company’s Lead Independent Director are described in our Corporate Governance Guidelines available on Tronox’s website at www.tronox.com, under “Investor Relations - Corporate Governance – Corporate Governance Guidelines.”
Majority Vote Standard
Pursuant to our Articles of Association, we have adopted a majority vote standard for the election of our Directors. Each Director shall be elected if such Director receives a majority of the votes cast (as defined below) by the holder of shares present in person or represented by proxy at the meeting and entitled to vote. For this purpose, a “majority of the votes cast” shall mean that number of votes cast “for” a Director’s election exceeds the number of votes cast “against” that Directors’ election.
Over-boarding Policy
Our Corporate Governance Guidelines limit the number of public company directorships Board members may hold. Specifically, a Director cannot sit on the board of directors of more than five public companies (including the Company’s Board); however, any Director who is a chief executive officer of a public company cannot sit on more than two public company boards (other than the company for which he or she serves as the chief executive officer). All Directors, other than Mr. Al-Morished, are in compliance with this policy. However, as stated elsewhere in this Proxy Statement, the Board believes that there are unique justifications with respect to Mr. Al-Morished’s appointment to our Board even though he is also the CEO of Tasnee and on the board of multiple Saudi listed companies.
Share Ownership Guidelines
We have share ownership guidelines that apply to our CEO, all executive officers and all other direct reports of the CEO at the Vice President level, as well as our Directors. The guidelines ensure that executives and Directors are aligned with the interests of our shareholders by requiring them to hold significant levels of Company stock. All shares owned outright and 60% of time-based restricted shares or restricted share units count towards share ownership. Executives and Directors have five years to reach their ownership guidelines.
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Additionally, in the fourth quarter 2018, the HRCC amended the share ownership guidelines such that once a covered person has satisfied their respective share ownership guidelines, a decrease in the Company’s share price will not be considered to result in non-compliance on a subsequent determination date as long as such covered person holds the guideline or greater number of shares held at the time the guidelines were initially met.
The ownership guidelines are as follows:
POSITION
PERCENTAGE OF
BASE SALARY
 
Chief Executive Officer
500%
 
Executive Officers
300%
 
Other Direct Reports of the CEO at VP Level and Above
100%
 
 
Percentage of
Annual Cash Retainer
 
Non-employee Directors
500%
 
As of the date of this Proxy Statement, all of our NEOs have met their ownership guideline. In addition, as of the date hereof, each of our non-executive director nominees have met their ownership guideline other than Messrs. Jones, Al-Morished and Khan and Ms. Guthrie, each of whom joined the board in 2019.
Claw-back Policy
The Company has adopted a recoupment or “Claw-Back” Policy for executives, including all the NEOs. This policy allows for claw-back of incentive compensation, from both the annual and long-term plans, if payments pursuant to those plans were based on financial results that were subsequently restated due to fraud or intentional misconduct and the payment was greater than it would have been if calculated based on the accurate financial statements.
Anti-Hedging Policy
The Company has adopted a policy prohibiting Directors, executive officers, employees on our restricted trading list and related persons thereto from hedging or entering into monetization transactions or similar arrangements with respect to Company securities. This policy was established in order to avoid the appearance of improper or inappropriate conduct by any such Director, executive officer, employee or related person.
In addition, all Directors, executive officers, employees on our restricted trading list and related persons thereto are prohibited from engaging in short sales of our securities. Further, such individuals are prohibited from buying or selling puts or calls or other derivative securities on the Company’s securities.
Political Contributions
Our new Code of Conduct prohibits us from using any corporate funds to make political contributions, whether direct or indirect.
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CORPORATE GOVERNANCE OF THE COMPANY
Board Meetings and Committees
During 2019, the Board of Directors held a total of 9 meetings. The average attendance at meetings of the Board and committees during 2019 was 99%. All Directors attended at least 95% of the aggregate of the total number of meetings of the Board of Directors and the committees of the Board of Directors on which they served that were held during the aforementioned period.
The Board of Directors has established three committees: a Corporate Governance and Nominating Committee, a Human Resources and Compensation Committee and an Audit Committee. During 2019, the Corporate Governance and Nominating Committee held a total of 5 meetings, the Human Resources and Compensation Committee held a total of 5 meetings, and the Audit Committee held a total of 7 meetings. Each such committee is governed by a written charter, and a current copy of each such charter is available on Tronox’s website at www.tronox.com, under “Investor Relations - Corporate Governance”.
In March 2020, based upon recommendations from the Corporate Governance and Nominating Committee, the Board approved Mr. Ilan Kaufthal as the new chairperson of the Corporate Governance and Nominating Committee, with such appointment to be effective immediately following the Annual Meeting.
The table below provides current membership for each of the Board committees.
NAME
AUDIT
HUMAN RESOURCES
AND COMPENSATION
CORPORATE
GOVERNANCE AND
NOMINATING
Jeffry Quinn
 
 
 
Ilan Kaufthal
 
 
M
Mutlaq Al-Morished
 
 
 
Vanessa Guthrie
M
 
M
Wayne Hinman (1)
 
M
C
Andrew Hines (1)
M
 
M
Peter B. Johnston
M
M
 
Ginger M. Jones
C
M
 
Stephen Jones
M
C
 
Moazzam Khan
 
 
 
Sipho Nkosi
 
M
M
(1)
Messrs. Hinman and Hines are not director nominees for purposes of the Annual Meeting as neither will be seeking reelection to the Board.
C
Chairperson
M
Member
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CORPORATE GOVERNANCE OF THE COMPANY
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee assists the Board with respect to:
the organization and function of the Board;
corporate governance principles applicable to the Company;
the Company’s policies and programs that relate to matters of corporate responsibility, including oversight of the Company’s political advocacy activities and the activities of the Company’s political action committee;
the structure, format and frequency of Board meetings;
remuneration of non-executive Directors; and
If and when the Board determines to recruit new members, establishing the requirements, qualities and characteristics such new Board members should possess and obtaining suitable candidates for the Board to select.
The Corporate Governance and Nominating Committee has not formally established any specific, minimum qualifications that must be met by each candidate for the Board or specific qualities or skills that are necessary for one or more of the members of the Board to possess.
Audit Committee
The primary responsibilities of the Audit Committee are to:
Oversee the accounting and financial reporting processes of the Company as well as its affiliated and subsidiary companies, as well as oversee the internal and external audit processes;
Assist the Board in fulfilling its oversight responsibilities by reviewing the financial information which is provided to shareholders and others, and the system of internal controls which management has established;
Oversee the Company’s independent registered public accounting firm, including their independence and objectivity; and
Review the Company’s enterprise risk management, cybersecurity and information security programs.
However, the committee members are not acting as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and our independent registered public accounting firm. The Audit Committee is empowered to retain independent legal counsel and other advisors as it deems necessary or appropriate to assist the Audit Committee in fulfilling its responsibilities, and to approve the fees and other retention terms of the advisors. The Company maintains an internal audit function to provide management and the Audit Committee with ongoing assessments of the Company’s risk management processes and system of internal control.
The Audit Committee is currently comprised of five members, each of whom was elected by the Board of Directors. Ginger Jones and Andrew Hines, because of their accounting background and extensive financial experience, meet the NYSE listing standard of having accounting or related financial management expertise and the SEC definition of an “Audit Committee financial expert.” As mentioned elsewhere in this Proxy Statement, Mr. Hines is not standing for re-election to the Board. Each of the other members of our Audit Committee has financial management experience or is financially literate. Each committee member meets the additional independence requirements for members of an Audit Committee in the NYSE Corporate Governance Rules.
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CORPORATE GOVERNANCE OF THE COMPANY
Human Resources and Compensation Committee
The HRCC administers our executive compensation program and assists the Board in fulfilling its oversight responsibilities with respect to the compensation we pay to our executive officers. Among its other duties, the HRCC:
Evaluates and determines the salary, incentives and benefits making up the total compensation of our CEO and other executive officers;
Reviews and monitors management succession planning and development, including promotability of all officers;
Defines the terms and conditions, including performance metrics, for the stock options, restricted shares/units and other long-term equity awards for our executive officers and approves all grants made to the executive officers;
Reviews and approves the annual corporate goals and objectives of our CEO; and
Considers industry conditions, relevant market conditions and our prospects and achievements when making recommendations with respect to compensation matters.
Each member of the HRCC is independent as defined by SEC rules and NYSE listing standards and is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and an “outside director” as defined in Section 162(m) of the Internal Revenue Code.
Human Resources and Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 2019, none of our HRCC members: (i) have ever been an executive officer or employee of our Company; or (ii) is or was a participant in a “related person” transaction in fiscal year 2019. During the fiscal year ended December 31, 2019, no executive officer of our Company served on the compensation committee (or its equivalent) or board of directors of any company that has an executive officer that serves on the Board or our HRCC.
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The Board’s Role in Risk Oversight
The Board administers its risk oversight function directly and through its various committees. The Audit Committee works closely with the Vice President, Internal Audit to ensure that management undertakes a robust annual Enterprise Risk Management (“ERM”) program whereby members of management assess the key risks inherent to Tronox’s commercial activities as well as the efficacy of Tronox’s mitigation efforts to ensure that those risks don’t impact long-term shareholder value. A detailed report-out of the results of the ERM process are made to the full Board at its March meeting and throughout the year the Board receives periodic reports from members of senior management on areas of material risk to our Company, including operational, financial, competitive, management retention, cybersecurity and legal risks. The Board routinely discusses with senior management our major risk exposures, their potential financial impact on our Company, and the steps (both short-term and long-term) we take to manage them.
Each of our committees also plays an important role in risk oversight: The Audit Committee oversees the management of risks related to the Company’s financial performance and financial statements, the financial reporting process and internal controls, internal and external audit functions, tax and accounting matters, anti-bribery and corruption, cybersecurity and information technology systems and other exposures. With respect to the risks associated with cybersecurity and information technology systems, the Company’s head of information technology provides the Audit Committee with periodic updates on, among other things, the Company’s IT security strategy and operational technology strategy, as well as specific areas in which the Company is focusing its attention and resources.
Our Audit Committee routinely discusses with senior management and our independent registered public accounting firm any financial risk exposures, including risks related to financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies and credit and liquidity matters, steps taken to manage those exposures and our Company’s risk tolerance in relation to our overall strategy.
The HRCC has oversight responsibility with respect to the risks relating to the design and implementation of our compensation and benefit plans.
The Corporate Governance and Nominating Committee primary focus is to ensure that the Board has the policies, practices and procedures in place to adequately oversee risk through board membership and structure, succession planning for our Directors, and corporate governance more generally.
Communications with the Board of Directors
The Board of Directors has established a process to receive communications from shareholders and other interested parties. Shareholders and other interested parties may contact any member (or all members) of the Board of Directors, including Mr. Ilan Kaufthal, our Lead Independent Director, any Board committee or any chair of any such committee by mail or electronically. To communicate with the Board of Directors, the non-management independent Directors, any individual Directors or committee of Directors, correspondence should be addressed to the Board of Directors or any such individual Directors or committee of Directors by either name or title. All such correspondence should be sent to Tronox Holdings plc, c/o Corporate Secretary, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901, USA with a request to forward the same to the intended recipient. To communicate with the Board of Directors electronically, shareholders and other interested parties should go to our website at www.tronox.com. Under the heading “Investor Relations – Corporate Governance – Contact the Board” you will find an on-line form that may be used for writing an electronic message to the Board of Directors. In general, all communications delivered to the Company’s Corporate Secretary for forwarding to the Board of Directors or specified members will be forwarded in accordance with the shareholder’s instructions. However, the Company’s Corporate Secretary reserves the right not to forward to members any abusive, threatening or otherwise inappropriate materials.
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2019 NON-EMPLOYEE DIRECTOR COMPENSATION
The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the compensation of our non-employee Directors. All our non-employee Directors are entitled to an annual cash retainer of $75,000 for service on the Board of Directors payable quarterly in arrears, plus additional cash compensation payable quarterly in arrears as follows:
A non-executive chairman of the Board of Directors will receive an additional annual retainer of $120,000. Mr. Quinn, as Executive Chairman, is compensated per the terms of his employment agreement and receives no additional compensation for serving on the Board;
If there is no non-executive Chairman of the Board, the Lead Independent Director will receive an additional annual retainer of $50,000;
The chairman of the Audit Committee will receive an additional annual retainer of $50,000;
The chairman of the HRCC will receive an additional annual retainer of $20,000;
The chairman of the Corporate Governance and Nominating Committee will receive an additional annual retainer of $20,000; and
A committee member of each of the Audit Committee, HRCC, Corporate Governance and Nominating Committee, or any other committee established by the Board of Directors, respectively, who is not serving as chairman of such committee, will receive an additional annual retainer of $15,000.
Until August 2019, Directors could opt to receive their quarterly Board fees in shares in lieu of receiving a cash payment. For 2019, Mr. Hinman and Mr. Khan elected to receive their quarterly fees for the second quarter 2019 in shares in lieu of receiving a cash payment. In August 2019, the Corporate Governance and Nominating Committee eliminated the option for Directors to receive quarterly Board fees in shares in lieu of receiving a cash payment.
Each of our non-employee Directors also receives an annual equity grant of time-based RSUs with a fair-market value of $150,000. During 2019 legacy Directors received an annual grant of RSUs on January 29, 2019 that vested on the anniversary date of the grant (January 29, 2020). As part of the Company’s Director grant date transition plan, newly elected Directors during 2019 received the annual equity grant on the date of the Company’s annual general meeting of shareholders (in May 2019) that vests the earlier of (a) the date of the next annual general meeting of shareholders or (b) May 31st of the year following the grant date (assuming such individual is a Board member at the time of vesting). Dividend equivalents accrue and are paid when the RSUs vest. All of the newly elected Directors commenced service with the Board prior to the May 2019 annual general meeting of shareholders, and received an additional pro-rata equity grant of RSUs.
For 2019, the Company has added certain tax equalization and other tax-related benefits for Directors to mitigate or eliminate additional incremental tax burden as a result of conducting business in the UK.
The following table sets forth the total compensation for the year ended December 31, 2019 paid to our non-employee Directors during 2019.
NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2019
NAME
FEES EARNED
OR PAID IN
CASH ($)(1)
STOCK
AWARDS
($) (2)
TOTAL
($) (3)
Ilan Kaufthal
202,500
142,683
345,183
Mutlaq Al-Morished (4)
54,396
168,126
222,522
Vanessa Guthrie (4)
79,917
173,476
253,393
Andrew P. Hines
146,362
142,683
289,045
Wayne A. Hinman
140,693
142,683
283,376
Ginger M. Jones
145,304
142,683
287,987
Stephen Jones (4)
82,966
173,476
256,442
Peter B. Johnston
131,250
142,683
273,933
Moazzam Khan (4)
54,395
168,126
222,521
Sipho Nkosi
123,958
142,683
266,641
(1)
Amounts reported in this column include value of shares paid in lieu of quarter three cash fee payment on June 28, 2019 based on closing stock price of $12.78 for Mr. Hinman (2,206 shares) and Mr. Khan (1,322 shares). Also, amounts reported in this
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2019 NON-EMPLOYEE DIRECTOR COMPENSATION
column include quarter 4 2018 fees paid the first week in January 2019. Effective with quarter 1 2019 fees, the payment date moved to the end of each quarter. As a result, the amounts in this column include an additional quarter (quarter 4 2018) of fees for Mr. Kaufthal ($48,750), Mr. Hines ($31,250), Mr. Hinman ($28,750), Ms. Jones ($22,500), Mr. Nkosi ($22,500), and Mr. Johnston ($26,250).
(2)
Amounts reported in this column represent the aggregate grant date fair value for restricted shares units granted to each Director computed in accordance with the share-based compensation accounting guidance under ASC Topic 718. Each Director (other than Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan) received a grant of 16,591 restricted share units (determined by dividing $150,000 by the ten (10) day average closing price for the Company’s shares for the first 10 trading days in 2019 of $9.04) valued at the NYSE closing price on January 29, 2019 of $8.60. These restricted share units vest on the first anniversary of the grant date. As part of the Company’s Director grant date transition plan, newly elected Directors who commenced service on the Board during 2019 received the annual equity grant on the date of the Company’s annual general meeting of shareholders (on May 22, 2019) that vests the earlier of (a) the date of the next annual general meeting of shareholders or (b) May 31st of the year following the grant date (assuming such individual is a Board member at the time of vesting). As such, on May 22, 2019, Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan received a grant of restricted share units of 15,368, 15,857, 15,857, and 15,368, respectively, reflecting the annual grant plus a pro-rated number of restricted stock units (since all four directors commenced service with the Board prior to the May 2019 annual general meeting of shareholders) based on $150,000 plus a pro-rated dollar amount divided by the ten (10) day average closing price for the Company’s shares prior to the grant date of $10.91 and valued at the NYSE closing price on May 22, 2019 of $10.94. Dividends will be accrued on all restricted share units until the units vest and will be paid at that time. As of December 31, 2019, each non-employee Director (other than Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan) held 16,591 unvested restricted share units. Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan held 15,368, 15,857, 15,857, and 15,368 unvested restricted share units, respectively as of December 31, 2019.
(3)
Amounts reported below are excluded from this column. In 2019, the Company added certain tax equalization and other tax-related benefits for Directors to mitigate or eliminate additional incremental tax burden as a result of the Company’s corporate reorganization in the first quarter of 2017, when Tronox Limited became managed and controlled in the United Kingdom, and all of our Board meetings were held in the UK. Although all of our directors are non-resident UK taxpayers, they are liable for UK tax on items such as accommodations and meals while conducting business in the UK that are not considered taxable benefits in the US. Because of these unusual circumstances, the Company paid the cost to prepare their UK income tax filings, provided tax reimbursements associated with the UK travel-related expenses and cost of the UK tax filing, and made certain tax equalization payments (that covered tax years 2017 and 2018) as reflected in the table below (based on December 31, 2019 Fx rate.) In 2019 we re-domiciled from Australia to the UK, and while only some of our future Board meetings will take place in the UK, we intend to continue to mitigate or eliminate any associated incremental tax burden our Directors might incur as a consequence of those meetings.
NAME
UK Tax
Preparation
($)
Tax
Reimbursements
($)
Tax
Equalization
Payment
($)
Total
($)
Ilan Kaufthal
1,989
29,024
 
31,013
Andrew P. Hines
1,989
40,415
109,155
151,559
Wayne A. Hinman
1,989
21,926
106,414
130,329
Ginger M. Jones
1,989
10,051
 
12,040
Peter B. Johnston
1,989
26.235
 
28,224
Sipho Nkosi
1,989
18,907
 
20,896
(4)
Amounts reported in this table with respect to Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan reflect pro-rated cash and equity awards (including additional pro-rated equity award for board service commencing prior to the annual grant on May 22, 2019). Pro-rated cash and equity awards were based on board services commencing on March 28, 2019 for Ms. Guthrie and Mr. Jones and April 10, 2019 for Mr. Al-Morished and Mr. Khan.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows information regarding the beneficial ownership of shares of Tronox Holdings plc as of March 18, 2020 by:
Each current Director and Nominee of Tronox Holdings plc;
The current CEO and each named executive officer;
All persons currently serving as Directors and executive officers of Tronox Holdings plc, as a group; and
Each person known to us to own beneficially 5.0% or more of Tronox Holdings plc outstanding shares.
Beneficial ownership and percentage ownership are determined in accordance with the SEC’s rules and regulations. To our knowledge, except as indicated in the footnotes to this table and subject to community property laws where applicable, the persons named in the table below have sole voting and investment power with respect to all shares of Tronox Holdings plc shown as beneficially owned by them. The table is based on 143,365,605 shares outstanding as of March 31, 2020. All information concerning security ownership of certain beneficial owners is based upon filings made by such persons with the SEC or upon information provided by such persons to us. Unless otherwise noted below, the address for each beneficial owner listed in the table below is: c/o Tronox Holdings plc, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901, USA.
NAME AND ADDRESS OF BENEFICIAL OWNER
NUMBER OF ORDINARY
SHARES
BENEFICIALLY OWNED
% OF
TOTAL OWNED
5% Shareholders
 
 
Exxaro Resources Limited
Roger Dyason Road
Pretoria West, 0182 South Africa
  14,700,000
10.3%
Cristal International Holdings B.V.
Strawinskylaan 1543, Tower C, fifteenth floor, 1077 XX
Amsterdam, the Netherlands
  37,580,000
 26.2%
FMR LLC (1)
 14,658,686
10.2%
The Vanguard Group (2)
  8,034,120
5.6%
Named Executive Officers and Directors (3)
 
 
Jeffry N. Quinn
239,892
*
Jean-François Turgeon
399,010
*
Timothy Carlson
163,715
*
John Romano
521,226
*
Willem van Niekerk
448,216
*
Ilan Kaufthal
202,292
*
Mutlaq Al-Morished
0
*
Vanessa Guthrie
0
*
Andrew P. Hines
161,517
*
Wayne A. Hinman
155,256
*
Peter B. Johnston
87,459
*
Ginger M. Jones
40,904
*
Stephen Jones
0
*
Moazzam Khan
959
*
Sipho Nkosi
95,232
*
All Executive Officers, Directors and Nominees as a group (15 persons)
2,916,470
2.0%
 (1)
Information regarding FMR LLC is based solely on the Amendment to the 13G filed with the SEC on February 10, 2020 for the calendar year ended December 31, 2019. FMR LLC has the sole power to dispose of or to direct the disposition of 14,658,686 of the ordinary shares. The filing reports that Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.
 (2)
Information regarding The Vanguard Group, Inc. is based solely on the Amendment to the 13G filed with the SEC on February 12, 2020 for the calendar year ended on December 31, 2019. The Vanguard Group, Inc. has the sole power to vote or direct the vote of 136,021 of the ordinary shares, the shared power to vote or direct the vote of 14,435 of the ordinary shares, the sole power to dispose of or to direct the disposition of 7,893,318 of the ordinary shares and the shared power to dispose or to direct the disposition of 140,802 ordinary shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
 (3)
Shares listed for each Executive Officer, Director and Nominee includes: (i) shares owned by the individual and (ii) shares subject to options that are exercisable within 60 days of March 18, 2020. Shares subject to options that are exercisable within 60 days include: John Romano, 141,299; Jean-Francois Turgeon, 33,333; Willem van Niekerk, 141,168; and 482,168 for all Executive Officers and Directors as a group. None of these options contain an exercise price lower than our share price as of March 18, 2020 of $4.79.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our Directors and executive officers, among others, to file with the SEC and NYSE an initial report of ownership of our stock on Form 3 and reports of changes in ownership on Form 4 or Form 5. Persons subject to Section 16 are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. As a matter of practice, our staff assists our executive officers and Directors in preparing initial ownership reports and reporting ownership changes, and typically files those reports on their behalf. Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that other than as previously disclosed in last year’s proxy statement, during fiscal year 2019, all of our covered officers and Directors filed the required reports on a timely basis under Section 16(a).
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has adopted a written Related Party Transactions Policy that is administered by the Corporate Governance and Nominating Committee. A copy of the Company’s Related Party Transactions Policy can be found on the Company’s website, http://www.tronox.com, under “Investor Relations - Corporate Governance.”
The Related Party Transactions Policy applies to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest. Related persons subject to the policy include executive officers, Directors, nominees for election as a Director, owners of more than 5% of our total equity, and any members of the immediate family of any of the foregoing persons. Under the Related Party Transactions Policy, our General Counsel determines whether a transaction requires review by the Corporate Governance and Nominating Committee, and transactions requiring review are referred to the Corporate Governance and Nominating Committee for a determination as to whether or not the related party transaction is fair, reasonable and consistent with the policy, and whether it or the Board has the authority under the laws of the United Kingdom to approve or ratify the Related Party Transaction or whether it should be ratified or approved by shareholders. The ratification or approval by the Governance and Nominating Committee, or recommendation that such transaction needs to be approved by shareholders, shall be made in accordance with applicable law, including the laws of the United Kingdom, and the Company’s organizational documents as from time to time in effect. If the Company becomes aware of an existing transaction with a related person that has not been approved under this policy, the matter is referred to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee then evaluates all options available, including ratification, revision, termination or whether the approval of shareholders should be sought.
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PROPOSAL 2 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)
In accordance with Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are seeking a non-binding advisory vote from our shareholders to approve the compensation paid to our named executive officers as disclosed in this Proxy Statement. We encourage shareholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement and the executive compensation tables that follow such section for a more detailed discussion of our compensation program and policies, the compensation and governance-related actions taken in fiscal year 2019 and the compensation awarded to our named executive officers.
The primary goal of our executive compensation program is the same as our goal for operating the Company—to maximize corporate performance and thereby create value for our shareholders. To achieve this goal we have designed an executive compensation program based on the following principles:
Paying for performance - A significant portion of each executive’s potential cash compensation is made subject to achieving business performance measures.
Alignment with the interests of shareholders - Equity awards align our executives’ financial interests with those of our shareholders by providing value to our executives if the market price of our shares increases.
Attracting and retaining top talent - The compensation of our executives must be competitive so that we may attract and retain talented and experienced executives in our industry.
Integration of ESG into executive compensation: 20% of our executives’ annual incentive compensation is determined by their individual performance, a significant portion of which is an evaluation of how they lead, manage and live our values, the first one of which is: We have an uncompromising focus on operating safe, reliable and responsible facilities. Another 16% of annual incentive compensation is the achievement of pre-set safety metrics. As stated elsewhere in this Proxy Statement, the safety component of our executives’ annual incentive bonus was not paid in 2019 despite the fact that our safety metrics --- disabling injury frequency rate (DIR) and total recordable injury frequency rate (TRIFR) --- continued to improve and are well above the top-quartile among our peers. Nonetheless, two contractors were killed at our sites in 2019, and as a result the HRCC decided to withhold the relevant portion of management annual incentive bonus.
The Compensation Discussion and Analysis also discusses the compensation objectives and principles that underlie the Company’s executive compensation program, the elements of the program and how performance is measured, evaluated and rewarded.
Our executive compensation program is aligned with our business strategy and with creating long-term shareholder value by paying for performance consistent with an acceptable risk profile. The foundation of our compensation philosophy is to:
Promote creation of long-term shareholder value;
Recruit and retain qualified high performing executive officers;
Motivate high levels of performance; and
Offers compensation that is competitive in the marketplace.
Our executive compensation program emphasizes delivering compensation at a competitive market level which will allow executive officers who demonstrate consistent on-target performance over a multi-year period to earn compensation that is competitive and consistent with targeted performance levels of total compensation. For executives where performance is above target over the long term, we believe the program will reward above the competitive median. Conversely, the program will provide less than the annual target compensation when performance does not meet expectations. Individual executive compensation may be above or below the annual target level, based on the Company’s performance; economic and market conditions; the individual’s performance, contribution to the organization, experience, expertise, and skills; and other relevant factors.
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PROPOSAL 2 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)
For these reasons, our Board of Directors recommends that shareholders vote in favor of the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED, on an advisory basis.”
This vote is not intended to address any specific item of compensation, but rather the overall compensation that is paid to our named executive officers resulting from our compensation objectives, policies and practices as described in this Proxy Statement. Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Board of Directors and the HRCC value the opinions expressed by our shareholders and will review the voting results in connection with their ongoing evaluation of our executive compensation program.
The accompanying proxy will be voted in favor of the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as stated in the above advisory resolution, unless the shareholder indicates to the contrary on the proxy.
Vote Required to Approve, on an Advisory Basis, the Executive Compensation Paid to our Named Executive Officers
The advisory vote on executive compensation will be approved if the votes cast favoring the proposal exceed the votes cast opposing the proposal. The proxies will be voted for or against the proposal or as an abstention in accordance with the instructions specified on the proxy form. If no instructions are given by owners of record, proxies will be voted for approval of the executive compensation.
The Board of Directors recommends a vote “FOR”, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this Proxy Statement.
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COMPENSATION DISCUSSION AND ANALYSIS
Overview
The following Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs, the decisions that the HRCC have made under those programs, and the factors considered in those decisions. This CD&A focuses on the compensation of the following individuals for the 2019 fiscal year that we refer to collectively as our “NEOs”.
2019 NAMED EXECUTIVE OFFICERS
NAME
AGE (1)
TITLE
Jeffry N. Quinn
61
Chairman and Chief Executive Officer
Timothy C. Carlson
54
Senior Vice President, Chief Financial Officer
Jean-François Turgeon
53
Executive Vice President, Chief Operating Officer
John D. Romano
55
Executive Vice President, Chief Commercial and Strategy Officer
Willem Van Niekerk
60
Senior Vice President, Business Transformation
 (1)
As of March 15, 2020.
Set forth below is a description of the backgrounds of our NEOs. Mr. Quinn became President and Chief Executive Officer on December 1, 2017, was a Director of Tronox Limited since June 15, 2012 and has been a Director of Tronox Holdings plc since the Implementation Date. On March 28, 2019, Mr. Quinn became Chairman of the Board in addition to his role as Chief Executive Officer. Mr. Turgeon joined the Company as of January 1, 2014. Mr. Carlson joined the Company as of October 31, 2016 and was a Director from June 27, 2017 to April 4, 2018. Mr. Romano joined the Company on June 15, 2012 upon completion of the Exxaro transaction and served as Senior Vice President, Chief Commercial Officer since October 2014. On June 26, 2019, he became Executive Vice President, Chief Commercial and Strategy Officer. Dr. Van Niekerk joined the Company on June 15, 2012 upon completion of the Exxaro Transaction as Senior Vice President, Strategic Planning and Business Development. On June 26, 2019, he became Senior Vice President, Business Transformation. There are no family relationships among any of our NEOs.
Jeffry N. Quinn
Chairman and Chief Executive Officer
Mr. Quinn’s biographical information is set forth under the caption “—Election of Directors,” above.
Timothy C. Carlson
Senior Vice President, Chief Financial Officer
Timothy C. Carlson was a Director of Tronox Limited from June 27, 2017 to April 4, 2018 and has been our Senior Vice President and Chief Financial Officer since October 2016. He leads the Company’s global finance and IT group, including treasury, financial planning, accounting, tax and risk management. Mr. Carlson previously served as the chief financial officer of Precision Valve Corporation, a private equity-owned business where he led EBITDA improvement activities, improved internal controls, and standardized the Company’s financial reporting and operating metrics. From September 2007 to May 2014, he was chief financial officer, and treasurer of ATMI, Inc., a publicly traded global supplier of semiconductor materials and materials packaging and delivery systems used in the manufacturing of microelectronics devices. Earlier in his career, Mr. Carlson held a series of global finance, strategic planning, and auditing roles at various divisions of Campbell Soup Company and started his career with Ernst & Young. Mr. Carlson holds a Bachelor of Science degree in economics from the University of Pennsylvania, Wharton School of Business and is a licensed certified public accountant.
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Jean-François Turgeon
Executive Vice President, Chief Operating Officer
Mr. Turgeon has been our Executive Vice President and Chief Operating Officer since September 2017. Before that he served as our Executive Vice President and President of Tronox Titanium Dioxide since January 2014. Prior to joining Tronox, Mr. Turgeon worked for Rio Tinto Group for 24 years, serving as the managing director of Rio Tinto’s iron and titantium business. He is also the former chairman of Richards Bay Mineral in South Africa and Rio Tinto, Fer et Titane, in Canada. Mr. Turgeon holds a Bachelor’s degree in chemical engineering from Université Laval and a Master’s degree in hydrometallurgy from McGill University.
John D. Romano
Executive Vice President, Chief Commercial and Strategy Officer
Mr. Romano has been our Executive Vice President and Chief Commercial and Strategy Officer since June 2019. Prior to such appointment, Mr. Romano was Senior Vice President and Chief Commercial Officer since October 2014. Before such time he served as our Senior Vice President and President, Pigment and Electrolytic Operations from June 15, 2012 to October 2014; the Executive Vice President of Tronox Incorporated since January 1, 2011 and Vice President, Sales and Marketing of Tronox Incorporated since January 2008. Mr. Romano was an executive officer of Tronox Incorporated during its bankruptcy proceedings, from which it emerged in 2011. Before that he served as Vice President, Sales for Tronox Incorporated from 2005 to January 2008; Vice President, Global Pigment Sales for Tronox LLC from January 2005 to November 2005; Vice President, Global Pigment Marketing for Tronox LLC from 2002 to 2005 and Regional Marketing Manager for Tronox LLC from 1994 to 2002. Mr. Romano started his Career with the company in September of 1988. Mr. Romano holds a Bachelor’s degree in Accounting from Oklahoma State University.
Willem Van Niekerk
Senior Vice President, Business Transformation
Dr. Van Niekerk has served as our Senior Vice President, Business Transformation since June 2019. Before serving in such role, Dr. Van Niekerk was SVP, Strategy from March 2018 and prior to that role he served as Senior Vice President, Strategic Planning and Business Development since June 15, 2012. Prior to joining Tronox Limited upon completion of the Exxaro Transaction, he served as the Executive General Manager of Corporate Services for Exxaro, which includes the mineral sands business, since May 2009. In this role, he was responsible for Exxaro’s technology, research and development, information management and supply chain management departments. Prior to that, he served as Manager of Growth for Exxaro’s mineral sands and base metals business and as General Manager for Marketing and Business Development for Exxaro’s mineral sands business. Dr. Van Niekerk co-managed the Tiwest Joint Venture from June 2006 to January 2008. He oversaw the design and development of the titanium smelting technology for the slag furnaces at KZN Sands. Dr. Van Niekerk has a PhD in pyrometallurgy from the University of Pretoria.
OTHER SECTION 16 OFFICERS
Jeffrey N. Neuman
Senior Vice President, General Counsel & Secretary
Mr. Neuman has served as our Senior Vice President, General Counsel and Corporate Secretary since April 2018. He is responsible for managing all of Tronox’s legal, regulatory, corporate governance and compliance matters. Before joining Tronox, Mr. Neuman served as vice president, corporate secretary and deputy general counsel of Honeywell International Inc. In that capacity, he oversaw many aspects of Honeywell’s corporate law department, including corporate governance, SEC and NYSE compliance, shareholder relations, corporate transactions, including mergers and acquisitions, treasury operations, and company-wide intellectual property and trademark functions. Mr. Neuman joined Honeywell in 2002, and during his time there held various roles of increasing responsibility. Earlier in his career, he worked as an M&A attorney with the New York law firm of Davis Polk & Wardwell. Prior to becoming an attorney, he was an investment banker at Merrill Lynch. Mr. Neuman earned his Bachelor of Arts in history from Wesleyan University, a Master of Arts in regional studies of East Asia from Harvard University and a Juris Doctorate from Northwestern University School of Law.
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Robert Loughran
Vice President, Corporate Controller
Mr. Loughran has been our Vice President, Corporate Controller since April 2, 2018. Prior to joining Tronox, Mr. Loughran was Group Vice President, Chief Accounting Officer at Avon Products, Inc. since March 2016 and prior to that was Avon’s Vice President, Corporate Controller since May 2012. Mr. Loughran also served as Avon’s Acting Chief Financial Officer from September 2014 to March 2015. Prior to that, Mr. Loughran served as Avon’s Vice President and Assistant Controller from September 2009 to May 2012. Prior to that, he held the position of Executive Director, Assistant Controller upon joining Avon in 2004. Mr. Loughran has extensive experience in SEC reporting, technical accounting, internal controls, planning, forecasting and M&A. He also brings a proven track record of successful business transformations. Throughout his career, Mr. Loughran has held various finance roles of increasing responsibilities at Praxair, Applera and Gartner. Mr. Loughran began his career in audit for Price Waterhouse LLP for 6 years. Mr. Loughran is a Certified Public Accountant and holds a Bachelor of Science Degree from the University of Connecticut.
Chuck Mancini
Senior Vice President, Chief Human Resources Officer
Mr. Mancini joined Tronox in April 2012 and has been responsible for the Human Resources organization, with a focus on talent acquisition, management and development, since 2018. His experience includes a wide range of leadership roles, including serving as Chief Operating Officer of PICS Telecom, CFO of Current Group, a clean energy technology company, and CFO of One Communications. He was also CEO of ECI Conference Services, CEO and Board Chairman of Global Name Registry and General Manager of GlobalCenter Europe. Mr. Mancini ran sales and marketing for Global Crossing Europe, M&A for Frontier Communications, and held positions in the Financial Advisory Services Group at Coopers & Lybrand and at SunTrust Banks. He holds a Bachelor of Science in Economics from Florida State University and an MBA from the Duke University Fuqua School of Business.
OTHER EXECUTIVE OFFICERS
John Srivisal
Senior Vice President, Business Development and Chief Integration Officer
Mr. Srivisal joined Tronox in March 2018 as Senior Vice President, Business Development to lead the company’s merger, acquisition, divestiture and joint venture transactions. In May 2019, Mr. Srivisal became the Company’s Chief Integration Officer. Mr. Srivisal brings 20 years of transaction experience that includes acting as a principal, as well as advising companies, creditors, financial sponsors and government entities in a variety of industries on recapitalizations, restructurings, financings, leveraged buyouts, mergers, acquisitions, divestitures and joint ventures. Mr. Srivisal previously served as CEO of Quinpario Acquisition Corp. 2, and he was a partner in Quinpario Partners, LLC. He was also VP, Transaction Execution at Solutia Inc., where he had global responsibility for merger, acquisition, divestiture and joint venture transactions. Prior to joining Solutia, Mr. Srivisal was an investment banker at Rothschild Inc., and Peter J. Solomon Company. Mr. Srivisal graduated magna cum laude with a Bachelor of Science degree in economics (concentration in finance) and a minor in mathematics from the Wharton School of the University of Pennsylvania.
Melissa H. Zona
Senior Vice President, External Affairs and Chief Sustainability Officer
Ms. Zona was appointed to her current role in September 2019, leading Tronox’s sustainability, corporate communications, government relations, and environmental safety and health activities. She joined Tronox in January 2018 as Vice President, Corporate Communications and Public Relations, bringing 20 years of communications and public relations experience, primarily in the chemicals and manufacturing industries. Mrs. Zona spent the majority of her career with Solutia, Inc., a specialty chemicals company that was acquired by Eastman Chemical in 2012. During her time at Solutia, she led the evolution of the corporation’s global voice, ensuring communications were engaging, informative and valued by employees and company influencers. Mrs. Zona holds a Bachelor of Science degree in criminal justice from Jacksonville State University.
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Jennifer Guenther
Vice President, Investor Relations
Ms. Guenther has served as our Vice President, Investor Relations since April 1, 2020. Before serving in such role, Ms. Guenther was Vice President, Business Development since August 2018. Prior to joining Tronox, Ms. Guenther worked at Goldman Sachs & Co. in the Investment Banking Division in both the Industrial Mergers and Acquisitions and Leveraged Finance teams. Prior to Goldman Sachs, Ms. Guenther worked at Solutia Inc., where she was an integral member of the corporate strategy and development team and subsequently served as the Chief of Staff to the CEO and Chairman of the Board. Jennifer holds an MBA from Harvard Business School and graduated with honors from the University of Missouri with a bachelor of science in business administration emphasizing in finance and a bachelor of arts in international studies. Ms. Guenther has over 10 years of experience across finance, business development, and strategy in the industrial and chemical sectors.
Compensation Philosophy - How Executive Pay is Linked to Company Performance
Our executive compensation program is designed to incentivize and motivate our executive officers to lead and manage our business well over the long-term, drive performance improvements, and to increase shareholder value. It is also designed to enable us to compete effectively with other firms in attracting, motivating and retaining talented executives.
The incentive compensation elements of our program are designed to closely align the financial interests of our executives with those of our shareholders. We believe the portion of compensation that is at-risk and tied to organization-wide performance metrics should increase as the level of responsibility increases.
We also believe a portion of at-risk compensation should be tied to an executive’s individual performance, and those leaders should be measured not just on results, but also on how each leader delivers results. We expect our executives to manage wisely and with good judgment, to develop strong, engaged and motivated management teams, and to lead with our values. Because of the inherent risk in mining and chemical operations, we place a high priority on our leaders to create, maintain and reinforce a strong safety culture. Because of the environmental risks in our business, we place a high priority on managing responsibly and sustainably.
We regularly assess how our executive compensation program compares to companies with a similar profile to ours. Our objective is to deliver compensation at a competitive market level which will enable executive officers who demonstrate consistent performance over a multi-year period to earn compensation that is competitive and consistent with targeted performance levels of total compensation. For executives who deliver performance that is above target over the long-term, we believe the program will reward above the competitive median. Conversely, the program will pay less than the annual target compensation when performance does not meet expectations. Individual executive compensation may be above or below the annual target level, based on our performance; economic and market conditions; the individual’s performance, contribution to the organization, experience, expertise, and skills; and other relevant factors.
Summary of our Executive Compensation Program
Set forth below is a summary of our key executive compensation practices.
We seek and carefully consider shareholder feedback regarding our compensation practices.
We strive to link our executive compensation to our performance as follows:

83% of the target compensation for the CEO and 69% of the target compensation for other NEOs is “at-risk”.
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We select metrics in our short-term incentive plan that focus our CEO and other NEOs on achieving key annual financial and operational goals and objectives that drive overall performance that are expected to drive long-term shareholder value. Our short-term incentive plan also has an individual performance metric whereby our CEO and other NEOs performance is measured against pre-defined objectives.

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

For our CEO and other NEOs, 80% of targeted 2019 short-term incentive plan payout was linked to overall Tronox results, including Adjusted EBITDA and safety metrics.

50% of the annual long-term equity awards are linked to TSR performance percentile ranking versus a peer group. The maximum overall vesting payout is subject to 200% of target RSUs.

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

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

Our 2019 benchmarking compensation peer group includes 14 companies that the HRCC believes reflect appropriate industry, size, geographic scope, and market dynamics.
No re-pricing of stock options
Independent compensation consultants

The HRCC directly retained Frederic W. Cook & Co. (“FW Cook”) and FIT Remuneration Consultants, LLP for 2019. Both consulting firms did not provide any other services to the Company.
2019 Business Performance & Accomplishment
In April 2019 we closed on the acquisition of the Cristal TiO2 business and began the integration that we had been planning since the announcement of the transaction in February 2017. Our 2019 performance demonstrated the competitive and financial strength of the combined legacy Tronox and Cristal businesses, and validated our strategy of vertical integration. Our financial results reflected strong execution on the many operating and commercial initiatives that were within our control, such as delivering synergies through our accelerated acquisition integration program, optimizing our global vertically-integrated footprint, managing our cost structure and wisely allocating capital. Despite macro-economic challenges, our Adjusted EBITDA margin remained strong at 23 percent, we generated free cash flow of $214 million, and returned $315 million to shareholders through share repurchases and our dividend. We also achieved total synergies of $89 million during the year, exceeding the target we presented to investors in May 2019 by $44 million. In a year characterized by economic and geopolitical uncertainties we outperformed both our peer TiO2 peer competitors and the broader chemical industry peers against which we measure ourselves.
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The challenging macro-economic conditions in 2019 notwithstanding, we displayed strong financial performance and cash generation by utilizing our vertical integration and margin stabilizing commercial approach. In 2019, on a reported basis, including the contribution of the legacy Cristal business from the date of acquisition, net sales of $2.6 billion increased 45% over 2018. Adjusted EBITDA of $615 million increased 20% from 2018. Our consolidated business generated free cash flow of $214 million, a 304% increase over 2018.



The Executive Compensation Process
Role of the Human Resources and Compensation Committee
The HRCC administers our executive compensation program and assists the Board of Directors in fulfilling its oversight responsibilities with respect to the compensation of executive officers. Among its other duties, the HRCC:
Evaluates and determines the salary, incentives, and benefits making up the total compensation of our CEO, other NEOs and other executive officers;
Reviews and monitors management succession planning and development, including the readiness for promotion of all officers;
Defines the terms and conditions, including performance metrics, for the stock options, restricted shares/units, and other long-term equity awards for our executive officers and reviews and approves all grants made to the executive officers;
Reviews and approves the annual corporate goals and objectives of our CEO; and,
Considers industry conditions, relevant market conditions and our prospects and achievements when making recommendations with respect to compensation matters. The HRCC cannot delegate this authority and regularly reports its activities to the Board.
The HRCC is comprised of five members, each of whom is independent as defined by SEC rules and NYSE listing standards and is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and an “outside director” as defined in Section 162(m) of the Internal Revenue Code. Currently, the members of the HRCC are Stephen Jones, Chairman, Wayne A. Hinman, Sipho Nkosi, Peter Johnston, and Ginger Jones.
The HRCC operates pursuant to a written charter (available on Tronox’s website at www.tronox.com, under “Investor Relations – Corporate Governance”) which is reviewed by the HRCC on an annual basis and
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approved by the Board. The HRCC meets at least quarterly and more frequently as circumstances require, including in executive session with the HRCC’s independent compensation consultant.
The compensation of our CEO is reviewed and approved by the non-employee, independent members of the Board of Directors. When making recommendations with respect to our executive officers other than the CEO, the HRCC considers the recommendations made by the CEO and his evaluation of the other executive officers’ performance.
Aspects considered by the HRCC and our CEO when reviewing the Company’s performance include: share price, the Company’s performance as measured against the performance goals established for the previous year, non-controllable events that may impact the Company’s performance, attainment of significant non-financial milestones and any other factors or goals it determines to be relevant to measuring the Company’s performance. The individual performance of our executive officers is measured against individual performance goals that were set for each executive officer by our CEO.
Use of Compensation Consultants
The HRCC has the sole authority to hire and terminate its consultant, approve its compensation, determine the nature and scope of its services, and evaluate its performance. The HRCC engaged two consulting firms during 2019, FW Cook and FIT Remuneration Consultants, LLP.
The HRCC has engaged FW Cook since 2016 as its compensation consultant to provide information to the HRCC to assist it in making determinations regarding our compensation programs for executives. For the Corporate Governance and Nominating Committee, FW Cook provides information regarding non-employee Directors compensation.
In November 2018, FW Cook provided the HRCC with among other things, a competitive pay analysis comparing the compensation of our executive officers against benchmark compensation statistics to assist the HRCC in determining 2019 executive officer compensation actions. During 2019, FW Cook provided the HRCC with program design advice, an independent review of 2019 compensation proposals developed by management, comparative analysis of non-employee director compensation, review of trends and regulatory developments, assistance with peer group review, risk assessment review of incentive programs, and program advice on 2020 compensation programs. In addition, in November 2019, FW Cook provided the HRCC with a competitive pay analysis comparing the compensation of our executive officers against benchmark compensation statistics to assist the HRCC in determining 2020 executive officer compensation actions.
A representative from FW Cook attended all HRCC meetings in 2019, and FW Cook did not perform any other services for the Company or its management other than that described above.
FW Cook provides information and data to the HRCC from its surveys, proprietary databases and other sources, which the HRCC utilizes along with information provided by management and obtained from other sources. In making its decisions, the HRCC reviews such information and data provided to it by FW Cook and management and also draws on the knowledge and experience of its members as well as the expertise and information from within the Company, including from the human resources, legal, and finance groups. The HRCC considers executive compensation matters at its quarterly meetings and at special meetings as needed based on our annual compensation schedule.
During 2019, the HRCC also engaged FIT Remuneration Consultants, LLP to assist the HRCC and the Corporate Governance and Nominating Committee in drafting required 2020 UK disclosure as a result of the Company’s re-domiciling to the UK in March 2019. A representative from this firm participated in various HRCC meetings during 2019 to discuss draft UK required disclosures for 2020.
In connection with its engagement of FW Cook and FIT Remuneration Consultants, LLP, the HRCC considered various factors bearing upon each firm’s independence including, but not limited to, the amount of fees received by each firm from Tronox as a percentage of each firm’s respective total revenue, their policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact their independence. After reviewing these and other factors, the HRCC determined that both firms were independent and that their engagements did not present any conflicts of interest. Both FW Cook and FIT Remuneration also determined that they were independent from management and confirmed this in written statements delivered to the Chairperson of the HRCC.
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CEO’s Role in the Compensation-Setting Process
Typically, at an HRCC meeting early in the year, the CEO makes recommendations to the HRCC regarding compensation for the executive officers other than himself. The CEO participates in the HRCC discussion at the HRCC’s request to provide background information regarding our strategic objectives and to evaluate the performance of and make compensation recommendations for the executive officers. The HRCC utilizes the information provided by the CEO along with other information from within the Company, input from its independent compensation consultant, and the knowledge and experience of the HRCC members in making compensation decisions. The Chair of the HRCC recommends the CEO’s compensation to the HRCC in executive session, not attended by the CEO.
Annual Evaluation
At the end of the fiscal year, the CEO completes a self-evaluation of his own performance and reviews his evaluation with the HRCC. The full board also provides input on the CEO’s performance and submits this to the Chairman of the HRCC for consolidation. The HRCC consolidates all input and the Chairman of the HRCC and the Chairman of the Corporate Governance and Nominating Committee discuss the Board’s assessment of the CEO’s performance. The HRCC also determines the incentive amount, long-term incentive award, and any base salary change for the CEO.
In addition, each executive officer completes a self-evaluation for his own performance and reviews his evaluation with the CEO. The CEO then summarizes these results and brings them to the HRCC along with his initial recommendation for each executive’s base salary increase, annual incentive award, and long-term incentive award. The HRCC will then determine the amounts for any base salary increase and annual and long-term incentive awards for each executive officer.
Performance Objectives
At the beginning of the year our CEO recommended, and the HRCC approved performance objectives for the 2019 fiscal year based, in part, on an active dialogue with the CEO regarding strategic objectives and performance targets for the Company. Metrics are tied to our strategic business plans and to annual budgets reviewed by the full Board. Short-term management objectives are designed to achieve specific goals that are expected to drive long-term shareholder value. Metrics are analyzed and tested for reasonableness prior to HRCC approval at the beginning of the performance period. The HRCC actively evaluates the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets.
Competitive Market Overview
Our executive compensation program is designed to be competitive within the various marketplaces in which we compete for employees. While the HRCC does not believe that it is appropriate to establish compensation levels based solely on benchmarking, it believes that information regarding pay practices at peer companies is useful in two respects. First, the HRCC recognizes that our compensation practices must be competitive in the marketplace, and reviewing market pay practices provides a framework for assessing competitiveness. Second, marketplace information is one of the many factors that the HRCC considers in assessing the reasonableness of compensation. Although the HRCC considers compensation levels for executive officers of other companies, it does not mechanically apply the data but rather engages in a rigorous quantitative and qualitative review and weighing of the competitive information with other Company and individual performance factors, such as our specific business strategy, financial situation, and performance, in making its compensation determinations.
With the input of its independent compensation consultant, the HRCC reviews the peer group annually and revises such group as appropriate. We endeavor to identify companies that are comparable to our core businesses as well as comparable from a size perspective.
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For fiscal year 2019, the compensation peer group (the “2019 Peer Group”) remained the same as 2018. The 2019 Peer Group consisted of the 14 publicly-traded companies listed below:
A. Schulman, Inc. (1)
Cleveland-Cliffs Inc.
Koppers Holdings Inc.
Albemarle Corp.
Eastman Chemical Company
Materion Corp.
Cabot Corp.
Ferro Corp.
SunCoke Energy Inc.
Celanese Corp.
Huntsman Corp.
Teck Resources Ltd.
The Chemours Company
Tredegar Corp.
 
 (1)
Acquired by LyondellBasell in August 2018.
As of November 2018, our revenue, market capitalization, and number of employees were between the 25th and 50th percentiles of the 2018 Peer Group companies.
In August 2019, the HRCC, with the assistance of FW Cook, conducted its annual review of the Company’s peer group to be used in connection with 2020 compensation determinations. In light of the Cristal acquisition in April 2019, the Committee wanted to ensure that companies in the peer group were reasonably relative to the increased size of the Company following the completion of the acquisition. As a result of this review, the Committee approved the following changes to the peer group for purposes of the 2020 target compensation setting process: (i) A. Schulman, Eastman Chemical Company, Materion Corp, SunCoke Energy, Teck Resources Ltd., and Tredegar Corp. were removed from the peer group; and (ii) Ashland Global, H.B. Fuller, Minerals Technologies, Olin Corp., PolyOne, Stepan Company, Trinseo, and Venator Materials were added to the peer group.
Following these changes, our peer group for fiscal year (the “2020 Peer Group”) includes the following 16 companies:
Albemarle Corp.
Cleveland-Cliffs Inc.
Olin Corp.
Ashland Global
Ferro Corp.
PolyOne
Cabot Corp.
H.B. Fuller
Stepan Company
Celanese Corp.
Huntsman Corp.
Trinseo
The Chemours Company
Koppers Holdings Inc.
Venator Materials
 
Minerals Technologies
 
As of August 2019, our revenue and number of employees were between the 46th and 75th percentiles of the 2020 Peer Group companies.
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Elements of Compensation
These are the components of the 2019 fiscal year executive compensation included in the Summary Compensation Table, and benefits under broad-based benefit plans in which executive officers participate. As described above, we target the median of each element of direct compensation as compared to the 2019 Peer Group (as described under “The Executive Compensation Process – Competitive Market Overview”). We also provide additional benefits and perquisites to be competitive with local practices and with our peer group.
Component
Key Features
Objectives
Principal 2019 Actions
Base Pay
Fixed annual cash amount, paid at regular payroll intervals

Reviewed annually and adjusted if needed based on performance and market comparison
Provide a regular source of income at reasonable, competitive levels.
CEO salary remained the same given his fairly recent hire date. Other NEOs received merit increases that ranged from 3.0% to 6.7%.
Short-term Incentive
Performance-based cash compensation opportunity: committee determines payout based on company, regional or site performance, if applicable, and levels of individual contributions.

Proxy officers participate in the same AIP with our other executives and our other employees, but payout is determined based on overall company performance and levels of individual contribution.
Focus executive officers and organizations they lead on achieving key annual financial and operational goals and objectives that drive overall performance and reward for successful performance.
Mr. Romano’s AIP target percent was increased from 70% to 75%.

AIP payments were calculated using a predetermined formula based on overall company metrics established at the beginning of the year, plus personal performance results.

2019 AIP payments for the NEOs ranged from 71.8% and 103.6% of target.
Long-term Incentive (1)
Equity-based compensation: amount realized, if any, dependent on company achieving long-range financial goals and sustained or increased stock price.

LTIP opportunity delivered through:

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

 • Vest in 3 equal annual installments
    over a three-year service period.
 • Award settled in ordinary shares of
    company stock.
 • Dividend equivalents accrue and     paid only upon vesting.

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

 • Shares eligible for vesting based on
    achievement of Company
    performance Total Shareholder
    Return (TSR) performance versus
    Capital Markets Peer Group over
    a three-year performance
    period.
 • Maximum overall vesting is subject
    to 200% of target RSUs.
 • Vest shortly after the end of
    three-year performance period.
 • Award settled in ordinary shares of
    company stock.
 • Dividend equivalents accrue and
    paid only upon vesting. No dividend
    equivalents are paid on above target
    RSUs that vest.
Focus executive officers on achieving and sustaining longer-term business results and reward performance.

Performance-based RSUs motivate officers to achieve three-year financial goals that are expected to lead to increased shareholder value; annual grants with overlapping performance periods reward sustained performance over the long-term.
LTIP awards were granted to NEOs. The CEO’s dollar value of his LTIP award was increased from $3,400,000 to $3,700,000. LTIP grants were awarded to other NEOs with a dollar value based on the guideline of 150% of base salary. The LTIP dollar value is then converted to number of RSUs based on the closing price of the Company’s stock on the date of grant.

Amounts actually earned will vary based on stock price and corporate performance.
Benefits
Additional elements defined by local practice including medical and other insurance benefits, pension and other long-term savings plans, and post-employment compensation. Cost of health and welfare benefits partially borne by employees, including executive officers.
Intended to provide competitive benefits that promote employee health, financial security, and income security in the event of an executive’s involuntary termination.
No significant changes to programs in 2019.
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Component
Key Features
Objectives
Principal 2019 Actions
Limited Perquisites
Financial counseling assistance valued at up to $10,000 per year per executive officer to assist with financial planning given significant Company stockholdings and/or complex foreign tax situations.

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

Intended to mitigate or eliminate incremental tax burden as a result of the Company conducting business in the UK, where applicable for UK activities.
Added tax equalization payments and payment of UK tax on accommodation and meals while conducting business in the UK to mitigate or eliminate incremental tax burden as a result of the Company conducting business in the UK, where applicable for UK activities.
 (1)
The LTIP dollar value awarded may differ from the Fair Value of the award as reported in the 2019 Summary Compensation Table which reports the value of long-term incentives granted in accordance with applicable accounting rules.
We combine the aforementioned elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives, but do not reward failure to perform on these objectives, and align the interests of our executive officers and other senior personnel with those of our shareholders.
We utilize the particular elements of compensation described above because we believe that it provides a mix of secure compensation, retention value and at-risk compensation which produces short-term and long-term performance incentives and rewards. By following this approach, we provide the executive with a measure of financial security, while motivating him or her to focus on business metrics that will produce a high level of short-term and long-term performance for Tronox that will create value for shareholders. Our compensation mix, which includes short-term and long-term incentives as well as time and performance vesting features, is competitive and reduces the risk of recruitment of our top executive talent by competitors. The mix of metrics used for our annual performance bonus and long-term incentive program likewise provides an appropriate balance between short-term and long-term financial and stock performance. All incentives are intended to be aligned with our stated compensation philosophy of providing compensation commensurate with performance, while targeting pay at approximately the 50 th percentile of the competitive market. For purposes of compensation competitiveness, the competitive market consists of our current peer group as described previously under “The Executive Compensation Process – Competitive Market Overview.”
The HRCC focuses on the total compensation opportunity for each NEO but also on the mix of compensation. A substantial portion of the compensation opportunity beyond base salary is at-risk and must be earned based upon achievement of annual and long-term performance goals. The proportion of compensation designed to be delivered in base salary versus variable pay depends on such NEO’s position and the opportunity for that position to influence performance outcomes; the relative levels of compensation are based on differences in the levels and scope of responsibilities of the NEOs. Generally, the more senior the level of such NEO and the broader his or her responsibilities, the greater the amount of pay opportunity that is variable.
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The relationship between fixed and variable pay and between fixed and short-term and long-term incentives in our compensation program is illustrated by the following charts which show the relative portions of base salary, target annual incentive, and the target value of equity awards that, in aggregate, comprised the 2019 fiscal year target total direct compensation of our CEO and of our other NEOs.

AIP = Annual Incentive Plan; LTIP = Long-Term Incentive Plan; RSUs = Restricted Stock Units.
Components of Compensation
Base Salary
We consider base salary an element of total compensation that is tied to job responsibility and individual contributions to our success and is intended to attract and retain highly talented executive officers. While the HRCC uses benchmark statistics to guide it in its decisions regarding levels of base salary, it has considerable discretion and considers the experience, tenure and recent individual performance of our NEOs when making decisions regarding base salary. In February 2019, after reviewing competitive pay levels, the current industry and business climate, the HRCC approved salary increases that ranged from 3.0% to 6.7% for the NEOs reporting to the CEO. The CEO’s salary remained the same given his fairly recent hire date of December 1, 2017.
2019 Short-Term Incentive Plan
For 2019, Tronox’s executive officers were eligible to receive cash awards under the 2019 Annual Incentive Plan. This plan is covered under the Tronox Holdings plc Amended and Restated Annual Bonus Incentive Plan.
The size of the target incentive payable to each executive officer is set as a percentage of each executive officer’s base salary (the “Target Percentage”). The target incentive is paid for achieving the targeted objectives described below. The threshold level of performance pays 50% of target and achieving maximum performance pays 200% of target. The Target Percentage for Mr. Quinn, our CEO, is 125% of his base salary and the Target Percentage for the other NEOs range from 70% (for Senior Vice Presidents) to 75% (for Executive Vice Presidents) of base salary. The HRCC considered the input of our CEO, FW Cook and benchmark statistics when setting the Target Percentage for each executive officer (other than the CEO) for 2019. Mr. Romano’s 2019 target bonus was increased from 70% to 75% when the HRCC approved his promotion to Executive Vice President in recognition of the increase in his position responsibilities.
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Our NEOs have a portion of their incentive tied to overall Tronox Results (80%) and a portion tied to individual performance (20%). On February 7, 2019, the HRCC set preliminary overall Tronox 2019 standalone performance goals and metrics under the Annual Incentive Plan and the portion of the incentive attributable to the achievement of each performance goal. Then, on June 28, 2019, following the closing of the Cristal Transaction and management’s assessment of Cristal’s financial and operating performance, the HRCC set final overall Tronox 2019 performance goals and metrics for the combined company that reflected the expected performance of the Cristal business from the date of acquisition.
Each year the HRCC evaluates the Annual Incentive Plan metrics and makes changes from time-to-time to best measure and motivate management’s delivery of strategic priorities of the company at that point in time, and which are most likely to drive shareholder value. When setting the 2019 overall Tronox objectives the HRCC considered the likelihood that the Cristal transaction would close in early 2019, and the challenges that management would have in projecting the combined financial performance of the business and setting financial targets. The HRCC determined that Adjusted EBITDA could be reasonably forecasted for objective setting purposes, but that there were far more challenges in forecasting cash from operating activities, which is a core component of forecasting and setting a free cash flow objective. According, the HRCC approved the elimination of free cash flow as a metric, which had been weighted at 30% in 2018, and it increased the weighting for Adjusted EBITDA from 50% to 80%. The final overall Company goals for 2019 included Adjusted EBITDA (weighted at 80%) and safety (weighted at 20%).
As it relates to the safety objective, when the HRCC met on February 7, 2019 to define the 2019 Annual Incentive Plan metrics, management presented information regarding a tragic contractor fatality that had occurred at the Tronox KZN, South Africa operating site a few weeks earlier, on January 18, 2019. The committee then debated how this fatality would impact the safety component of the Annual Incentive Plan, which measures disabling injury rates and total recordable injury rates versus target metrics that require meaningful reductions in injury rates year-over-year. The HRCC decided that, in the event of a fatality to an employee, contractor or visitor at a Tronox location, or the loss of life to someone in the community near a Tronox site caused by a site specific event, the HRCC would exercise full discretion to adjust safety payouts downward for individuals, sites, regions or all of Tronox , including eliminating the payout of any and all safety components. In determining the scale and application of the downward adjustment, the HRCC would evaluate and consider:
The facts and circumstances of the fatality, and the response to the incident at the site;
The trended monthly and full year safety metrics for the site where the incident occurred and for all of Tronox, compared to prior year and to target, assessing whether safety improved following the incident; and,
The actions taken by management following the incident to address gaps and prevent something like it from occurring again, at the site, in the region, and across all of Tronox.
To reflect performance above or below targets, Adjusted EBITDA and safety goals each have sliding scales that provide for annual incentive bonus payouts greater than the target bonus if results are greater than target (up to a maximum 200% payout) or less than the target bonus if results are lower than the target (down to a threshold of 50% of target payout, below which there would be no payout).
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The following chart summarizes the 2019 Annual Incentive Plan metrics and their relative weighting for the CEO and other executive officers.

The HRCC also established that the threshold level of Adjusted EBITDA must be achieved for any payout to occur under the AIP.
At its February 7, 2019 meeting, the committee set preliminary goals for 2019 for Tronox standalone, and then, following the closing of the Cristal transaction, finalized objectives for the combined business at its June 12, 2019 meeting:
Overall Tronox Results
 
Threshold
Target
Maximum
Objective
Weighting
50%
100%
200%
Adjusted EBITDA
80%
12% lower than Budget
Meet Tronox Budget
12% better than Budget
Safety
20%
DIFR ≥ 0.32
TRIFR ≥ 0.70
DIR of 0.28
TRIFR of 0.62
DIFR ≤ 0.20
TRIFR ≤ 0.50
In February 2020, our CEO presented to the HRCC the actual results for the Company and a discussion took place about the results.
Because Adjusted EBITDA is the primary metric that our investors use to evaluate our financial performance, and it was a target that could be reasonably set for the company in a year when the Cristal Transaction took place, we have assigned it the highest weighting, 80%. Our 2019 Adjusted EBITDA target of $646 million included the Adjusted EBITDA contribution from the Cristal transaction as of the date of the closing of the Transaction, April 10, 2019. The Company delivered actual Adjusted EBITDA of $615 million, 4.8% less than target.
We used two metrics to assess our safety performance in 2019: (1) our disabling injury frequency rate (DIR) for both Tronox employees and contractors per 200,000 hours worked, and (2) our total recordable injury frequency rate (TRIFR) for both Tronox employees and contractors per 200,000 hours worked. Targets were finalized at the June 28, 2019 HRCC meeting, and reflected the committee’s evaluation of the historical safety performance of both the legacy Tronox and Cristal businesses. Our safety performance results for the year were far better than our targets, and in normal circumstances should have resulted in a maximum payout for this component of overall Tronox results. But, as noted above, the company experienced a tragic fatality to a contractor at a legacy Tronox site on January 18, 2019. Then, subsequent to the closing of the Cristal Transaction, the company experienced another tragic fatality to a contractor at a legacy Cristal mining site in Eastern Australia, on August 12, 2019. When evaluating the overall safety performance of the company, the HRCC determined that although management had made significant progress in safety practices and results
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following the January fatality, because of the second fatality in August, it was exercising its full discretion to eliminate the safety payout in the overall Tronox component.
The actual 2019 overall Tronox results versus the AIP metrics were calculated as follows:
 
Performance Levels
Actual
Performance
Actual
Payout %
Metric
Weighting
Resulting
Payout %
Impact of
Fatalities
Adjusted
Payout %
 
Threshold
(50%)
Target
(100%)
Maximum
(200%)
Consolidated Adjusted EBITDA
$571M
$646M
$721M
$615M
79.5%
80%
63.6%
 
63.6%
Safety DIFR
0.32
0.28
≤0.20
0.14
200.0%
10%
20.0%
(20.0%)
0.0%
Safety TRIFR
0.70
0.62
≤0.50
0.44
200.0%
10%
20.0%
(20.0%)
0.0%
 
 
 
 
 
 
TOTAL PAYOUT %:
103.6%
(40.0%)
63.6%
In February 2020, the HRCC approved the overall Tronox results, which under normal circumstances would have resulted in a calculated payout of 103.6%, at a 63.6% payout level because of the two contractor fatalities.
Mr. Quinn. Mr. Quinn has a target Annual Incentive of 125% of his base salary, or $1,250,000 in 2019. 80% of his target, or $1,000,000, is linked to overall Tronox results, and 20% of the target, or $250,000, is linked to individual results.
Under normal circumstances Mr. Quinn would have earned 103.6%, or $1,036,000, for the overall Tronox component. However, as described above, and despite the best safety performance metrics in the history of the Company, the HRCC determined that the overall Tronox payout should be adjusted downward to 63.6% in consideration of the two contractor fatalities. Accordingly, Mr. Quinn was awarded $636,000 for the overall Tronox component.
In assessing Mr. Quinn’s individual performance, the HRCC began with an evaluation of Mr. Quinn’s efforts and achievements relative to specific individual 2019 aspirational performance objectives that were established for him by the HRCC. Those objectives were in the areas of:
The Cristal transaction
Strategy
Investor relations
Financial targets and business performance
Safety
Corporate governance
Organizational development
 
 
 
 
The HRCC reviewed Mr. Quinn’s assessment that he had met 78% of his objectives for the year, partially had met 16% of the objectives, and had not met 6% of the objectives. Specifically, the HRCC noted Mr. Quinn’s performance and leadership as follows:
Securing regulatory approval for, and consummation of, the Cristal transaction, the execution of the required divestiture transaction, the integration of the two companies and the delivery of synergies above expected target levels in the first nine months after the transaction.
The development and implementation of the Company’s five-pillared strategic plan to create shareholder value from the Company’s vertical integration and global footprint.
The delivery of strong financial results in a difficult market environment.
The progress in building a single global corporate culture centered about the Company’s core values.
Mr. Quinn’s personal involvement in investor outreach.
The refresh and renewal of the Board of Directors, including the increase in diversity of the Board of Directors.
The increase in the diversity of the Company’s management team and the increased focus on sustainability.
The HRCC concluded that given Mr. Quinn’s strong performance as outlined above during a transformational year, his strong personal integrity, personal devotion, enthusiasm, high-energy level, and general strong leadership and a clear positive tone-at-the-top for the Company, he should be awarded 245.6% of target, or $614,000, for the individual performance component of his bonus.
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In aggregate, the HRCC awarded Mr. Quinn $1,250,000 for his 2019 Annual Incentive, which represents his target.
Other Executive Officers. Mr. Quinn evaluated each of his direct reports regarding their efforts and achievements relative to individual performance objectives that were established at the beginning of the year and recommended bonus payments as follows:
Mr. Turgeon – Mr. Quinn recommended, and the HRCC concurred, that Mr. Turgeon made significant contributions to the Company’s results in 2019. Such contributions included, among other things, exceeding his “Safe, Quality, Low-Cost Tons” performance objectives, delivering outstanding safety, operating and financial results, as well as making significant contributions to the development of his leadership team. In recognition, the HRCC awarded Mr. Turgeon a cash bonus of $500,000 (103.5% of Target) which reflected the Company’s performance results, taking into account the elimination of contributions from safety results as a consequence of the two contractor fatalities, and above target on individual performance.
Mr. Romano – Mr. Quinn recommended, and the HRCC concurred, that Mr. Romano made significant contributions to the Company’s results in 2019 and had exceeded his commercial performance objectives, which included revenue, service delivery, and pigment product development. In addition, Mr. Romano made significant progress on the Company’s margin stability initiative with customers, as well as had a significant role in securing regulatory approvals for the Cristal Transaction and other related matters. In recognition, the HRCC awarded Mr. Romano a cash bonus of $430,000 (103.3% of Target) which reflected the Company’s performance results, taking into account the elimination of contributions from safety results as a consequence of the two contractor fatalities, and above target on individual performance.
Mr. Carlson – Mr. Quinn recommended, and the HRCC concurred, that Mr. Carlson made significant contributions to the Company’s results in 2019. Such contributions included, among other things, the strengthening of the accounting and finance team, making significant improvements in the Company’s reporting and control environment, as well as serving a leading role with respect to several significant corporate initiatives, including the Mineral Sands Completion Agreement. In recognition, the HRCC awarded Mr. Carlson a cash bonus of $400,000 (103.6% of Target) which reflected the Company’s performance results, taking into account the elimination of contributions from safety results as a consequence of the two contractor fatalities, and above target on individual performance.
Mr. Van Niekerk – Mr. Quinn recommended, and the HRCC concurred, that Mr. Van Niekerk, made significant contributions to the Company’s results in 2019. Such contributions included, among other things Mr. Van Niekerk’s role in developing and implementing the Company’s strategy, his role in closing and integration of the Cristal transaction including his work related to the Jazan smelter, and his role relating to the company’s digitalization and automation initiative. In recognition, the HRCC awarded Mr. Van Niekerk a cash bonus of $265,000 (71.8% of Target) which reflected the Company’s performance results, taking into account the elimination of contributions from safety results as a consequence of the two contractor fatalities, and above target on individual performance.
The final payments are determined by combining the overall Tronox results and the individual results along with other adjustments made by the HRCC. The award for 2019 fiscal year performance for each NEO is shown below.
 
 
Overall Tronox Results
Individual Performance
Total Payout
Executive
Target
Award
$
Weighting
Result
Amount
Weighting
Result
Amount
$
as a
percent of
Target
award
Jeffry N. Quinn
$ 1,250,000
80%
63.6%
$  636,000
20%
245.6%
$ 614,000
$1,250,000
100.0%
Timothy C. Carlson
$ 386,050
80%
63.6%
$ 196,422
20%
263.7%
$ 203,578
$ 400,000
103.6%
Jean-François Turgeon
$ 483,000
80%
63.6%
$ 245,750
20%
263.2%
$ 254,250
$ 500,000
103.5%
John D. Romano
$416,250
80%
63.6%
$211,788
20%
262.1%
$218,212
$ 430,000
103.3%
Willem Van Niekerk
$369,250
80%
63.6%
$187,874
20%
104.4%
$77,126
$ 265,000
71.8%
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Long-Term Incentive Program
We provide a long-term incentive opportunity to motivate and reward our executive officers for contributions in driving our overall performance. The amounts of the grants were determined by a pre-established formula guideline (unchanged since the original appointment of each executive) that was formulated using competitive market data. Our Chairman and CEO’s LTIP award is a based on a dollar amount, not based on a percent of salary. On February 7, 2019, the HRCC approved the increase of Target LTIP award for our Chairman and CEO, Mr. Quinn, from $3,400,000 to $3,700,000 for 2019. Such increase is reflected in Mr. Quinn’s amended and restated employment agreement that became effective on March 29, 2019 and for all subsequent years his annual award shall be made under the same terms and conditions as those for other senior executives and not guaranteed. The guideline Target LTIP award for all other participants is tied to a percentage of base salary, which is equal to 150% of base salary for each of the other NEOs. The HRCC has discretion to adjust actual LTIP awards above or below the guideline. The LTIP dollar value awarded is then divided by the company’s closing stock price on the date of grant to determine the number of RSUs granted. The Target LTIP dollar value may differ from the Fair Value of the award as reported in the 2019 Summary Compensation Table which reports the value of long-term incentives granted in accordance with applicable accounting rules. Awards are provided under the Company’s Amended and Restated Management Equity Incentive Plan (“Equity Incentive Plan”). Since 2015, we have granted RSUs consistently throughout all jurisdictions in which we operate. We believe RSUs provide value based on the NYSE value of our shares without any discount, but there is the risk that some or all of the granted RSUs will not vest if the executive does not remain employed with us, and with respect to performance-based RSUs, if performance is not achieved. Commencing with awards granted in February 2019, the Company moved the vest date for employee equity from anniversary date of grant to fixed vesting date of March 5 so vesting date is always outside of a black-out period. Hence, performance-based RSUs vest on March 5 following the three-year measurement period and time-based RSUs vest one-third on each March 5 starting with March 5 in the calendar year following the grant date.
Dividend equivalents on both performance-based and time-based RSUs are accumulated and paid only when the RSUs vest. Dividends equivalents will not be paid in the event that such RSUs do not vest and will not be paid on above target performance-based RSUs that vest. Time-based RSUs are intended to incentivize executives to create shareholder value through share price appreciation and provide an employee retention incentive. We believe performance-based RSUs provide value by linking the award vesting and payments to the long-term results of the Company.
2019 Long-Term Incentive Program
For 2019, the HRCC approved utilizing Total Shareholder Return (TSR) as the sole metric for performance-based awards similar to the 2017 awards structure versus the 2018 awards structure that included financial (EPS) and operational metrics (Operating Return on Net Assets) coupled with a TSR modifier. This decision was made given the difficulties of forecasting three-year EPS and ORONA with the pending Cristal transaction close and, at this juncture, to place a greater emphasis on TSR in order to focus our NEOs on achievement of long-term growth in the business and building shareholder value.
Similar to the 2017 performance-based awards, the 2019 awards will utilize three-year TSR performance of a peer group versus Company TSR performance. However, in contrast to the 2017 awards, the 2019 awards will utilize a “Capital Markets Peer Group” (see below for listing of companies) versus the peer group used for compensation purposes that must also consider companies of similar size and scope. The HRCC determined that the Capital Markets Peer Group, regardless of company size, better reflects companies that have similar market characteristics, economics (margins, capital intensity, and cycle dynamics), and trade at similar EBITDA multiples. The Capital Markets Peer Group was also developed as part of our strategic planning efforts and reflect companies that our NEOs regularly monitor our company’s performance against. As such, the HRCC determined it was in the best interest of shareholders to align the incentives of our NEOs with the performance of our company versus the performance of those companies in the Capital Markets Peer Group.
The 2019 long-term incentive program maintains the same allocation between time-based and performance-based RSUs.
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On February 7, 2019, the HRCC granted long-term incentives using a mix of performance-based RSUs and time-based RSUs to each of the NEOs. The 2019 grant (dated February 7, 2019) to our NEOs was allocated as follows:
AWARD TYPE
PERCENTAGE
Performance-based Restricted Share Units
50%
Time-based Restricted Share Units
50%
Commencing with 2019 RSU grants, the Company moved from vesting on an anniversary date of the grant to a fixed vesting date of March 5. The vest date is March 5, 2022 for the performance-based RSUs, subject to performance criteria as specified below and the vest dates for the service-based RSUs are March 5, 2020, March 5, 2021, and March 5, 2022. If the vest date is not a trading day then the award vests on the next trading day.
100% of the performance-based RSUs granted will vest based upon the percentile rank of our TSR (defined as share price appreciation plus dividends reinvested) over the three-year measurement period of January 1, 2019 to December 31, 2021 as compared to companies in the “Capital Markets Peer Group” as defined below. For purposes of calculating TSR, the starting price for the period will be based on the 30-day average closing price prior to the measurement period and the ending price will be based on the 30-day average closing price prior to the end of the measurement period. The actual number of units that will vest will be equal to the aggregate number of units granted multiplied by the applicable TSR payout percentage. The TSR payout percentage will be determined using straight-line interpolation between Threshold and Target and between Target and Maximum.
THREE-YEAR TOTAL SHAREHOLDER RETURN PERCENTILE RANKING
TSR PAYOUT
PERCENTAGE
65th percentile (Maximum)
200%
50th percentile (Target)
100%
35th percentile (Threshold)
25%
Below 35th percentile
0%
The HRCC approved the use of the Capital Markets Peer Group that includes the following companies: Cabot Corporation (CBT); Ferro Corporation (FOE); GCP Applied Technologies Inc. (GCP); H.B. Fuller Company (FUL); Iluka Resources Limited (ILU.AX); Innophos Holdings, Inc. (IPHS); Koppers Holdings Inc. (KOP); Kraton Corporation (KRA); Kronos Worldwide, Inc. (KRO); Minerals Technologies Inc. (MTX); Orion Engineered Carbons, S.A. (OEC); Quaker Chemical Corporation (KWR); Rayonier Advanced Materials Inc. (RYAM); Synthomer PLC (SYNT.L), The Chemours Company (CC); U.S. Silica Holdings, Inc. (SLCA); and Venator Materials PLC (VNTR).
Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in February 2020
During the first quarter of 2020, the performance-based restricted share units from the February 2017 long-term incentive plan, covering the 2017 to 2019 performance period vested. The performance-based restricted share units vested based upon the percentile rank of our Total Shareholder Return (“TSR” defined as share price appreciation plus dividends reinvested) over the three-year measurement period of January 1, 2017 to December 31, 2019 as compared to the 2017 Peer Group. For purposes of calculating TSR, the starting price for the period was based on the 30-day average closing price prior to the measurement period and the ending price was based on the 30-day average closing price prior to the end of the performance period.
The 2017 Peer Group included the following companies: A. Schulman, Inc. (SHLM); Albemarle Corp. (ALB); Cabot Corp. (CBT); Celanese Corp. (CE); The Chemours Company (CC); Chemtura Corp. (CHMT); Cleveland-Cliffs, Inc. (CLF); Eastman Chemical Company (EMN); Ferro Corp. (FOE); Huntsman Corp. (HUN); Koppers Inc. (KOP); Materion Corp. (MTRN); SunCoke Energy Inc. (SXC); Teck Resources Ltd. (TECK); and Tredegar Corp. (TG). The final 2017 Peer Group performance results excluded TSR results for Chemtura Corp (acquired by LANXESS Deutschland GmbH) and A. Schulman, Inc. (acquired by LyondellBasell Industries N.V.).
The actual number of units that vested equaled the aggregate number of shares granted multiplied by the applicable TSR payout percentage. Our actual TSR over the three-year performance period was 6.1% which resulted in a percentile ranking at the 71st percentile and therefore we achieved a TSR ranking above 65th percentile performance level (“maximum”) and 200% of the granted units vested.
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2020 Long-Term Incentive Program
For 2020, the long-term incentive program maintains the same mix between time-based (50%) and performance-based RSUs (50%). The HRCC approved utilizing Total Shareholder Return (TSR) and Operating Return on Net Assets (ORONA) as the two metrics for performance-based awards whereby 50% of the performance-based RSUs will be tied to each respective metric. Given that the Cristal transaction closed in 2019, the HRCC determined that for 2020 the Company was in a position to again include Company financial metrics as part of Company’s long-term incentive program. ORONA was utilized as a long-term incentive Company financial metric for the performance-based RSUs granted in 2018. The HRCC determined that the use of both TSR and ORONA best balances the focus of our NEOs on achievement of building shareholder value and long-term profitable growth of the business.
For RSUs tied to TSR, the HRCC approved utilizing the same long-term incentive metric design as utilized for the 2019 RSUs awards (3-year TSR performance of the Capital Markets Peer Group versus Company TSR performance). The HRCC continues to support using the Capital Markets Peer Group for long-term incentives as this peer group better reflects companies that have similar market characteristics, economics (margins, capital intensity, and cycle dynamics), and trade at similar EBITDA multiples, regardless of company size.
For RSUs tied to ORONA, the HRCC approved utilizing Average Annual ORONA during a three-year measurement period as the performance metric.
Perquisites and Other Benefits
Each executive officer is eligible to receive a financial counseling benefit. Under this plan, each executive officer will be eligible for up to $10,000 per year to assist with financial planning, estate planning, and tax preparation. Amounts paid pursuant to this plan are taxable to the executive and are included in the Summary Compensation Table in the All Other Compensation column.
Mr. Quinn was eligible to use a Company-provided aircraft for personal use. Amounts paid pursuant to this plan are taxable to the executive and the incremental cost to the Company ($124,837 in 2019) of personal use of our corporate aircraft, which is included in the Summary Compensation Table in the All Other Compensation column, is based on the variable operating costs to us, which includes: (i) landing, ramp and parking fees and expenses; (ii) crew travel expense; (iii) supplies and catering; (iv) aircraft fuel and oil expenses per hour of flight; (v) and customs, foreign permit, and similar fees; (vi) crew travel; and (vii) passenger ground transportation. Because our aircraft is used primarily for business travel, this methodology excludes fixed lease costs that do not change based on usage. All personal usage of the Company-provided aircraft is taxable to Mr. Quinn and is calculated in accordance with the U.S. Internal Revenue Service’s Standard Industry Fare Level formula.
Mr. Quinn, as Chairman of the Board of a UK domiciled company, is subject to UK tax on accommodations and meals while conducting business in the UK. As such, the Company paid the UK tax he incurred on such expenses and reimbursed him for the associated tax on the UK tax paid ($46,976 in 2019).
All of our U.S. employees, including our U.S. executive officers, are covered by Company provided life insurance. In addition, Tronox does provide an Executive Disability Plan to our executives. The premiums for the life insurance and disability coverage are both included in the Summary Compensation Table in the All Other Compensation column.
We did not provide any other perquisites in 2019 and typically only provide tax gross-ups for taxable relocation costs, tax equalization payments, or as mentioned above, gross-ups on UK taxes paid on business accommodation and meals in the UK.
U.S. Savings & Retirement Plans
All our U.S. employees, including our U.S. executive officers, are eligible to participate in our savings plans. These plans are intended to provide our employees, including our executive officers, with the opportunity to save for retirement and have the Company contribute to these savings.
We sponsor a tax-qualified retirement savings plan (the “Savings Plan”) pursuant to which all our U.S.-based employees, including our U.S. based executive officers, are able to contribute the lesser of up to 85% of their annual salary or the limit prescribed by the Internal Revenue Service to the Savings Plan on a before-tax basis. During 2019, the Company matched 100% of the first 6% of pay that each employee contributed. In addition, there was a discretionary profit-sharing Company contribution to the Savings Plan of 6% of employee’s eligible compensation. All contributions to the Savings Plan, as well as any Company matching contributions, are fully vested upon contribution. All Company profit sharing contributions vest after three years of service.
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In addition to the Savings Plan, U.S. executive officers and certain other eligible executives can participate in a nonqualified retirement savings plan (the “Savings Restoration Plan”). Pursuant to the Savings Restoration Plan, the Company will contribute at the appropriate level to the Savings Restoration Plan on a before-tax basis any amounts that would be provided under the Savings Plan but for limitations imposed by the Internal Revenue Code on qualified retirement plans. Also, U.S. executive officers and certain other eligible executives can participate in a nonqualified deferred compensation plan, which allows deferral of up to 20% of base salary and annual bonus.
Tronox also sponsors a qualified defined benefit retirement plan (the “Qualified Plan”) for its U.S. employees, which was frozen in April 2009, following Tronox Incorporated’s filing for Chapter 11 bankruptcy protection. As part of Tronox’s Plan of Reorganization, the Qualified Plan is frozen going forward and the Savings Plans are our sole employee retirement plans. Mr. Romano is the only NEO participating in this plan as described in the Pension Benefits as of December 31, 2019 table.
Other Compensation Practices
Compensation Recoupment Policy
The Company has adopted a recoupment or “claw-back” policy for executives, including all the NEOs. This policy allows for claw-back of incentive compensation, from both the annual and long-term plans, if payments pursuant to those plans were based on financial results that were subsequently restated due to fraud or intentional misconduct and the payment was greater than it would have been if calculated based on the accurate financial statements.
Deductibility of Executive Compensation
As part of their roles, the HRCC and the Board of Directors historically reviewed and considered the deductibility of executive officer compensation under Section 162(m) of the Internal Revenue Code, which provided that we may not deduct compensation of more than $1,000,000 that is paid to certain individuals unless such compensation qualifies for the “performance-based exemption” provided for under Section 162(m). As part of the Tax Cuts and Job Act, the exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1,000,000 will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 and which were not modified in any material respect on or after such date. The Act also expands the definition of covered employees to include the CFO, in addition to the CEO and the three other highest paid officers, and the $1 million deduction limitation will apply to any person who was a covered employee in any tax year after 2016.
Now that the exception is no longer available, we do not need to qualify for it by complying with those limitations. However, the Company intends to attempt to fit within the transition rule referred to above, if applicable, for compensation awarded prior to the effective date of the rule, to the extent that the Compensation Committee determines that to be practical and in the interest of the Company, including with respect to performance-based RSUs awards that were granted in 2017 and option awards outstanding as of November 2, 2017.
Annual Equity Grant Timing Practices
We make equity grants to our NEOs under our shareholder-approved Equity Incentive Plan on pre-established dates pursuant to our equity grant guidelines. Each year, the HRCC approves the annual awards to our NEOs and other direct reports of our CEO at its regularly-scheduled February meeting. The HRCC has delegated authority to our CEO to make annual grants, within certain parameters, to all other LTIP eligible employees, and at quarterly intervals to newly hired or newly promoted LTIP eligible employees as required. The grant date varies each year, but is always before the end of the month in which the grants were approved by the HRCC. The grant price is the “fair market value” of a share of our ordinary shares on the grant date, which we define as the closing price on the New York Stock Exchange on the grant date.
Post Termination and Change of Control
Pursuant to relevant employment agreements and subject to applicable UK law, we are obligated to make certain payments to our executive officers and/or accelerate the vesting of their equity awards upon a termination of their employment, including termination of their employment in connection with a Change of Control. For further details on these arrangements, please refer to the sections “—Potential Payments upon Termination” and “—Employment Agreements.” We offer the benefits provided by such employment
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agreements, the retirement plans and awards granted under the Equity Incentive Plan upon a change of control in order to be competitive with other employers who provide similar or enhanced benefits and to diminish the potential distraction due to personal uncertainties and risks that are inevitable in a Change of Control situation or threat. We believe that maintaining such benefits will help keep the management team focused on our performance and the benefit to the shareholders in the event of a Change of Control.
Moreover, under the UK Companies Act 2006, a payment for loss of office may not be made to a person who is, or has been, a director of Tronox Holdings unless either: (a) the payment is consistent with the Company’s approved directors’ remuneration policy prepared in accordance with the UK Companies Act 2006; (b) the payment is approved by resolution of the shareholders of the Company in accordance with the requirements of the UK Companies Act 2006; or (c) an exemption applies. The Company is proposing a directors’ remuneration policy for approval by shareholders as detailed in this proxy statement.
Risk Assessment and Monitoring
The HRCC has analyzed and continues to monitor whether our compensation practices with respect to executive officers or any of our employees create incentives for risk-taking that could harm Tronox or its business. Our compensation programs and policies mitigate risk and guard against undue risk-taking through careful balancing of short-term and long-term incentive compensation opportunities and by employing different and diverse performance measures in each compensation plan. The combination of performance measures for annual bonuses and the equity compensation programs as well as the multiyear vesting schedules for equity awards encourage employees to maintain both a short and a long-term view with respect to company performance. The HRCC has determined that none of our compensation practices creates a risk that is reasonably likely to have a material adverse effect on the Company.
Human Resources and Compensation Committee Report
The HRCC of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the HRCC has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019. This report is provided by the following independent Directors, who comprise the HRCC.
Stephen Jones (Chairman)
Wayne A. Hinman
Peter B. Johnston
Ginger M. Jones
Sipho Nkosi
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SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2019
The following table sets forth the total compensation for the years ended December 31, 2019, December 31, 2018, and December 31, 2017 for our chief executive officer, our chief financial officer and our three most highly compensated other executive officers who were serving as executive officers as of December 31, 2019.
Name and Principal Position
Year
Salary
($) (1)
Bonus
($)
Stock
Awards
($)(2)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)(3)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
All Other
Compensation
($)(5)
Total
($)
Jeffry N. Quinn
Chairman and Chief Executive Officer
2019
1,000,000
4,458,974
1,250,000
554,624
7,263,598
2018
1,000,000
4,579,871
2,151,250
189,496
7,920,617
2017
88,462
2,814,050
185,881
58,259
3,146,652
Timothy C. Carlson
Senior Vice President, Chief Financial Officer
2019
547,831
996,942
400,000
139,709
2,084,482
2018
532,000
847,580
593,000
143,604
2,116,184
2017
520,000
3,087,559
611,884
80,160
4,299,603
Jean-François Turgeon
Executive Vice President, Chief Operating Officer
2019
639,616
1,164,151
500,000
189,027
2,492,795
2018