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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chemours Company | NYSE:CC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.29 | 1.07% | 27.32 | 27.33 | 26.49 | 27.01 | 776,635 | 00:17:56 |
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Richard H. Brown
Chairman of the Board |
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Mark P. Vergnano
President & Chief Executive Officer |
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| ANNUAL MEETING OVERVIEW | | | | | 1 | | |
| PROPOSAL 1 — ELECTION OF DIRECTORS | | | | | 1 | | |
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| CORPORATE GOVERNANCE | | | | | 8 | | |
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| BOARD STRUCTURE AND COMMITTEE COMPOSITION | | | | | 11 | | |
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| DIRECTOR COMPENSATION | | | | | 14 | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | 16 | | |
| EXECUTIVE COMPENSATION | | | | | 18 | | |
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| PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | | | | 47 | | |
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| CERTAIN RELATIONSHIPS AND TRANSACTIONS | | | | | 53 | | |
| GENERAL INFORMATION ABOUT THE MEETING | | | | | 54 | | |
| OTHER INFORMATION | | | | | 59 | | |
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| Appendix A: Form of Proposed Amendments | | | | | A-1 | | |
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Meeting Information
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Summary of Matters to be Voted Upon
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Time and Date:
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Voting Matter
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Board Vote
Recommendation |
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See
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Management Proposals
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Core Skills & Qualifications
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Additional Experience
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| Leadership (Strategy & Execution) | | | Chemical Industry Experience | | | Marketing | | | Information Technology | |
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Financial Expertise
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| | Risk Management | | | Business Development | | | Logistics & Supply Chain | |
| Global Business Management | | | Global Business Operations | | | Mergers & Acquisitions | | | Legal Expertise | |
| Technological Innovation | | | Compensation & Succession | | | Capital Markets | | | Regulatory Experience | |
| Corporate Governance | | | Diversity | | | Investor Relations & Engagement | | | Cybersecurity | |
| Other Board Experience | | | | |
Name, Tenure and
Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Since 2014, Mr. Anastasio has served as Chairman of GasLog Partners LP, a global owner, operator, and manager of liquefied natural gas carriers. Mr. Anastasio has also served as a director of Par Pacific Holdings, Inc. (formerly, Par Petroleum Corporation), a diversified energy company, since 2014. He served as President, Chief Executive Officer and Executive Director of NuStar Energy, L.P. (formerly Valero L.P.) from 2001 to 2013. He also served as President, Chief Executive Officer and Executive Director of NuStar GP Holdings, LLC (formerly Valero GP Holdings, LLC) from 2006 to 2013. Mr. Anastasio has served on the board of the Federal Reserve Bank of Dallas since 2014.
Skills and Qualifications
Mr. Anastasio has significant leadership experience as both an executive officer and board member of public companies. Through his experience as a former chief executive officer, he is able to provide the Board with valuable insight on global business management and financial matters. Mr. Anastasio’s knowledge of financial matters is further enhanced by his role as audit committee chairman of Par Pacific Holdings, Inc. He also has valuable experience in marketing, business development and logistics.
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Curtis V. Anastasio
Director since 2015 Age 61 |
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Mr. Bell has served on the board of directors of Momentive Performance Materials Inc., a global manufacturer of silicones, quartz, and ceramics, since October 2014, where he has been Non-Executive Chair since December 2014. Since June 2017, Mr. Bell has served on the board of Hennessey Capital Acquisition Corp. III (HCAC III), a company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses. Mr. Bell also served on the boards of Hennessy Capital Acquisition Corp. II (HCAC II) from 2015 to 2017, Hennessy Capital Acquisition Corp. from 2014 to 2015, Compass Minerals International, Inc. from 2003 to 2015 and IDEX Corporation from 2001 to 2015. He formerly served as Executive Vice President and Chief Financial Officer of Nalco Holding Company, a global leader in water treatment and process chemical services, from 2003 to 2010. Prior to joining Nalco Holding Company, he served as Senior Vice President and Chief Financial Officer of Rohm and Haas Company from 1997 to 2003.
Skills and Qualifications
Through his over 35 years of executive experience in the technology, manufacturing and chemicals industries, Mr. Bell has developed financial expertise and experience in mergers and acquisitions, private equity and capital markets transactions. His experience includes over 12 years of experience as a chief financial officer of a publicly traded company, during which he obtained significant financial management and reporting expertise. Mr. Bell has over 20 years of experience as a director of multiple public companies, which allows him to bring the Board substantial knowledge of corporate governance, shareholder relations, risk management and succession planning.
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Bradley J. Bell
Director since 2015 Age 65 |
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Name, Tenure and
Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Mr. Brown has served as Chairman of the Board since July 1, 2015. He currently serves as Chair of Browz, LLC, a global leader of contractor pre-qualification and compliance solutions since 2005. Formerly, Mr. Brown served as Chair and Chief Executive Officer of Electronic Data Systems (EDS) from 1999 to 2003. Prior to joining EDS, Mr. Brown served as Chief Executive Officer of Cable & Wireless PLC from 1996 to 1999, H&R Block Inc. from 1995 to 1996 and Illinois Bell Telephone Company from 1990 to 1995. He is a Trustee Emeritus of the Ohio University Foundation. He previously served on the boards of E. I. du Pont de Nemours and Company from 2001 to 2015, The Home Depot, Inc. from 2000 to 2006, Vivendi Universal from 2000 to 2002, and Seagram Co Ltd. from 1997 to 2000. Mr. Brown also served as a member of the Business Roundtable, the President’s Advisory Committee on Trade and Policy Negotiations, the U.S.-Japan Business Council, the French-American Business Council, and the President’s National Security Telecommunications Advisory Committee.
Skills and Qualifications
From his experiences as the chief executive officer and chairman of the board of several large public companies, Mr. Brown has valuable knowledge in the areas of global business management and operations, as well as the chemicals industry, corporate governance, financial matters, information technology, investor relations and supply chain logistics. His past experience serving as a public company chairman and his knowledge of the chemicals industry make Mr. Brown uniquely qualified to be the Chairman of the Board.
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Richard H. Brown
Director since 2015 Age 70 |
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Ms. Cranston is a retired Senior Partner and Chair Emeritus of Pillsbury Winthrop Shaw Pittman, LLP, an international law firm. Prior to her retirement in 2012, Ms. Cranston served as Senior Partner and Chair Emeritus from 2007 to 2011; and Chair and Chief Executive Officer from 1999 to 2006. Ms. Cranston has served on the boards of Visa, Inc. since 2007 and MyoKardia, Inc. since 2016. Ms. Cranston previously served on the boards of GrafTech International Ltd from 2000 to 2014, International Rectifier Corporation from 2008 to 2015, Juniper Networks, Inc. from 2007 to 2015, and Exponent, Inc. from 2010 to 2014.
Skills and Qualifications
Ms. Cranston brings leadership experience and expertise in financial matters, risk management, legal matters and corporate governance. She has over 30 years of experience in mergers and acquisitions as a legal advisor and oversaw two large mergers while she was the chief executive officer of Pillsbury. Ms. Cranston also has experience in the areas of trade, antitrust, telecommunications, SEC enforcement and environmental law. Through her board memberships, she has dealt with cybersecurity issues, stockholder activism and board engagement with shareholders.
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Mary B. Cranston
Director since 2015 Age 70 |
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Name, Tenure and
Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Dr. Crawford has served as President and Chief Executive Officer of XCEO, Inc., a consulting firm specializing in leadership and corporate governance, since 2003. Prior to founding XCEO Inc. in 2003, he served as President and Chief Executive Officer of Onix Microsystems and Zilog Inc. Dr. Crawford has served on the boards of Xylem Inc. since 2011 and ON Semiconductor since 1999, and is the author of three books on leadership and corporate governance. He previously served on the board of E. I. du Pont de Nemours and Company from 1998 to 2015, and on the boards of ITT Corp., Agilysys, Lyondell Petrochemical, The Sisters of Mercy Health Corporation and DePaul University. In 2011, Dr. Crawford was awarded the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors (NACD) for his contribution to corporate governance and for having made a meaningful impact in the boardroom.
Skills and Qualifications
Dr. Crawford has more than 20 years of board experience and has developed an expertise in corporate governance and boardroom leadership. As an executive of several companies, he gained experience in a range of fields including technological innovation and the chemicals industry. Dr. Crawford has developed comprehensive risk management programs for major corporations and also has substantial experience in financial matters, executive compensation and succession planning. From his experience as the president and chief executive officer of a consulting firm, he provides the Board with a unique perspective on corporate governance matters.
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Curtis J. Crawford
Director since 2015 Age 70 |
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Since 2012, Ms. Farrell has served as President and Chief Executive Officer of TransAlta Corporation, an electricity power generator and wholesale marketing company. Prior to becoming President and Chief Executive Officer of TransAlta, Ms. Farrell held a variety of increasingly responsible leadership positions, including Chief Operating Officer from 2009 to 2011, and Executive Vice President of Commercial Operations and Development from 2007 to 2009. Prior to rejoining TransAlta in 2007, she served as the Executive Vice President of Generation at BC Hydro from 2003 to 2006. Ms. Farrell currently serves on the boards of TransAlta Corporation, The Conference Board of Canada and the Business Council of Canada.
Skills and Qualifications
From her role as both chief executive officer and board member of a public company, Ms. Farrell gives the Board important insight in the areas of leadership, global business management and operations, shareholder relations, risk management and financial matters. Ms. Farrell has substantial experience handling large acquisitions, implementing environmental, health and safety programs and negotiating major regulatory deals.
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Dawn L. Farrell
Director since 2015 Age 58 |
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Name, Tenure and
Age |
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Principal Occupation, Business Experience, Qualifications and Directorships
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Mr. Keohane has served as President and Chief Executive Officer of Cabot Corporation, a leading global specialty chemicals and performance materials company, since March 2016. Mr. Keohane joined Cabot in 2002 and has held roles of increasing responsibility in multiple businesses and functions. In November 2014, he was appointed Executive Vice President of Cabot Corporation and President of the Reinforcement Materials segment. Concurrently, he also provided executive leadership for the global engineering and commercial excellence functions of Cabot Corporation. In March 2012, Mr. Keohane was named Senior Vice President of Cabot Corporation and served as President of the Performance Chemicals segment from May 2008 until November 2014. Prior to that, he held positions of General Manager of the Performance Products Business Group (2003-2008) and Global Marketing Director, Carbon Black (2002-2003). Before joining Cabot Corporation, Mr. Keohane worked for Pratt & Whitney, a division of United Technologies, in a variety of general management positions in the United States and Asia Pacific. He has served on the board of directors of the American Chemistry Council since 2016.
Skills and Qualifications
Mr. Keohane has substantial leadership experience. Through his roles as chief executive officer, executive officer and board member, he brings a strong knowledge of the chemicals industry and considerable experience in global management and operations, risk management, financial expertise and compensation and succession planning. Mr. Keohane also has significant experience with environmental, health and safety, process and product technology, investor relations, marketing, sales and product management.
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Sean D. Keohane
New Director Nominee Age 50 |
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Mr. Vergnano has served as the Company’s President and Chief Executive Officer since July 1, 2015. Prior to joining Chemours, he held roles of increasing responsibility at E.I. du Pont de Nemours and Company. In October 2009, Mr. Vergnano was appointed Executive Vice President of DuPont and was responsible for multiple businesses and functions, including the businesses in the Chemours segment: DuPont Chemicals & Fluoroproducts and Titanium Technologies. In June 2006, he was named Group Vice President of DuPont Safety & Protection. In October 2005, he was named Vice President and General Manager — Surfaces and Building Innovations. In February 2003, he was named Vice President and General Manager — Nonwovens. Prior to that, he had several assignments in manufacturing, technology, marketing, sales and business strategy. Mr. Vergnano joined DuPont in 1980 as a process engineer. Mr. Vergnano was appointed Chairman of the National Safety Council in 2017 and has served on its board of directors since 2007. He also serves on the board of directors of the American Chemistry Council since 2015 and Johnson Controls International plc since 2016. He previously served on the board of directors of Johnson Controls, Inc. from 2011 to 2016.
Skills and Qualifications
Mr. Vergnano has substantial leadership experience in the chemicals industry and in global business management and operations. He also brings knowledge and experience in technological innovation, risk management, corporate governance and financial matters. Through his former role with DuPont and his current role as the Company’s President and Chief Executive Officer, Mr. Vergnano has substantial knowledge of the Company and its industry.
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Mark P. Vergnano
Director since 2015 Age 60 |
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Fiscal Year 2017 Director Retainers
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Annual Retainer (1) | | | | $ | 100,000 | | |
Annual Equity Award (2) | | | | $ | 130,000 | | |
Non-Executive Chairman Retainer (1) | | | | $ | 110,000 | | |
Audit Committee Chair Retainer (1) | | | | $ | 20,000 | | |
Compensation Committee Chair Retainer (1) | | | | $ | 15,000 | | |
Nominating and Corporate Governance Committee Chair Retainer (1) | | | | $ | 15,000 | | |
Director
(1)
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Fees Earned or
Paid in Cash ($) (2) |
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Stock Awards
($) (3) |
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Total
($) |
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Curtis V. Anastasio | | | | | 100,000 | | | | | | 130,040 | | | | | | 230,040 | | |
Bradley J. Bell | | | | | 120,000 | | | | | | 130,040 | | | | | | 250,040 | | |
Richard H. Brown | | | | | 210,000 | | | | | | 130,040 | | | | | | 340,040 | | |
Mary B. Cranston | | | | | 100,000 | | | | | | 130,040 | | | | | | 230,040 | | |
Curtis J. Crawford | | | | | 115,000 | | | | | | 130,040 | | | | | | 245,040 | | |
Dawn L. Farrell | | | | | 100,000 | | | | | | 130,040 | | | | | | 230,040 | | |
Stephen D. Newlin | | | | | 115,000 | | | | | | 130,040 | | | | | | 245,040 | | |
Name
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Aggregate Stock Awards
Outstanding as of December 31, 2017 |
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Curtis V. Anastasio | | | | | 25,194 | | |
Bradley J. Bell | | | | | 25,194 | | |
Richard H. Brown | | | | | 57,372 | | |
Mary B. Cranston | | | | | 25,194 | | |
Curtis J. Crawford | | | | | 57,372 | | |
Dawn L. Farrell | | | | | 25,194 | | |
Stephen D. Newlin | | | | | 25,194 | | |
Name of beneficial owner
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Direct
(1)
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Indirect
(2)
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Right to
acquire (3) |
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Total
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Percent of
class |
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Mark P. Vergnano | | | | | 198,604 | | | | | | 47,672 | | | | | | 1,514,656 | | | | | | 1,760,932 | | | | | | * | | |
Mark E. Newman | | | | | 55,089 | | | | | | 2,800 | | | | | | 426,116 | | | | | | 484,005 | | | | | | * | | |
Paul Kirsch | | | | | 0 | | | | | | 0 | | | | | | 21,686 | | | | | | 21,686 | | | | | | * | | |
E. Bryan Snell | | | | | 9,635 | | | | | | 0 | | | | | | 159,854 | | | | | | 169,489 | | | | | | * | | |
David C. Shelton | | | | | 10,357 | | | | | | 492 | | | | | | 133,241 | | | | | | 144,090 | | | | | | * | | |
Curtis V. Anastasio | | | | | 0 | | | | | | 0 | | | | | | 25,194 | | | | | | 25,194 | | | | | | * | | |
Bradley J. Bell | | | | | 0 | | | | | | 10,400 | | | | | | 25,194 | | | | | | 35,594 | | | | | | * | | |
Richard H. Brown | | | | | 2,500 | | | | | | 0 | | | | | | 79,349 | | | | | | 81,849 | | | | | | * | | |
Mary B. Cranston | | | | | 0 | | | | | | 0 | | | | | | 25,194 | | | | | | 25,194 | | | | | | * | | |
Curtis J. Crawford | | | | | 30 | | | | | | 47 | | | | | | 70,746 | | | | | | 70,823 | | | | | | * | | |
Dawn L. Farrell | | | | | 0 | | | | | | 0 | | | | | | 25,194 | | | | | | 25,194 | | | | | | * | | |
Sean D. Koehane | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | * | | |
Stephen D. Newlin | | | | | 0 | | | | | | 17,000 | | | | | | 25,194 | | | | | | 42,194 | | | | | | * | | |
Directors, nominees and executive officers as a group (16 persons)
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| | | | 321,541 | | | | | | 100,411 | | | | | | 2,747,903 | | | | | | 3,169,855 | | | | | | 1.75 % | | |
Name and Address of Beneficial Owner
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Number of Shares
Beneficially Owned |
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Percent of Class
(4)
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BlackRock, Inc.
(1)
55 East 52nd Street New York, NY 10055 |
| | | | 17,619,233 | | | | | | 9.71 % | | |
The Vanguard Group
(2)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 18,863,648 | | | | | | 10.39 % | | |
FMR LLC
(3)
245 Summer Street Boston, MA 02210 |
| | | | 20,309,575 | | | | | | 11.19 % | | |
Name
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Position
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Mark Vergnano | | | President and Chief Executive Officer | |
Mark Newman | | | Senior Vice President and Chief Financial Officer | |
Paul Kirsch | | | President, Fluoroproducts | |
Bryan Snell | | | President, Titanium Technologies | |
David Shelton | | | Senior Vice President and General Counsel | |
What Chemours Does
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What Chemours Doesn’t Do
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Pay-for-performance
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Provide income tax gross-ups, other than for international assignment-related and relocation
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Deliver total direct compensation predominantly through variable pay
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Re-price underwater stock options
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Set challenging short- and long-term incentive award goals
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Allow hedging, pledging, short sales, derivative transactions, margin accounts or short-term trading
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Target pay and benefits to market competitive levels
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Have a liberal share recycling provision in our equity plan
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Maintain robust stock ownership requirements
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Maintain a clawback policy for incentive based compensation
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Annually review the constituents of Compensation and Performance peer groups and make adjustments as appropriate
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Undertake an annual review of compensation risk
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Limited perquisites
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Regularly review compensation, especially incentive compensation to ensure continued alignment with the company’s strategy
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Element
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Purpose and Key Features
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Base Salary | | |
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Provides a stable source of income and is a standard element in executive compensation packages
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Compensates for expected day-to-day contribution
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Targeted to be market competitive in order to attract and retain qualified executives
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Delivered in cash
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Annual Incentive Plan (“AIP”) | | |
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Short-term at-risk compensation
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Encourages focus on the achievement of annual business goals
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Target incentive opportunity is set as a percentage of base salary and awards are earned only after a threshold level of performance is achieved
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Maximum payout is capped at 200% of target
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Delivered in cash
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Long-Term Incentive Program (“LTIP”) | | |
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Long-term at-risk compensation
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Aligns executives with the long-term interests of shareholders
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Provides a total compensation opportunity with payouts varying based on business and stock price performance
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Delivered in stock
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| Compensation Committee | | |
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Establish executive compensation philosophy
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Approve incentive compensation programs and determine performance expectations for short-term and long-term incentive programs
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Approve all compensation actions for the NEOs, other than the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
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Recommend to the independent directors of the Board compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
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| All Independent Board Members | | |
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Assess performance of the CEO
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Approve all compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
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| Chief Executive Officer | | |
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Provide compensation recommendations for the NEOs (other than the CEO) to the Compensation Committee, which considers these recommendations as part of its evaluation. However, review, analysis, and final approval of compensation actions are made solely by the Compensation Committee
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Recommendations are based on the CEO’s personal review of each NEO’s performance, job responsibilities, and importance to the Company’s overall business strategy, as well as the Company’s compensation philosophy
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In preparing compensation recommendations for the NEOs, the CEO and the SVP of Human Resources compare each key element of compensation provided to the NEOs to market data and consider the total compensation package
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In consultation with the Chief Financial Officer, recommends incentive measures and performance expectations
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| Independent Consultant to the Compensation Committee | | |
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Provides independent advice, research, and analytical services on a variety of subjects, including compensation of executive officers and executive compensation trends
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Participates in meetings as requested and communicates with the Chair of the Compensation Committee between meetings
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Evaluates executive compensation policies and guidelines and provides analysis of policies and guidelines compared to best practices in the industry
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Engaged by, and reports directly to the Compensation Committee
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Company Name
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Revenues ($Ms)
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Air Products & Chemicals, Inc. | | | | $ | 8,187.6 | | |
Albemarle Corporation | | | | $ | 2,677.2 | | |
Ashland Inc. | | | | $ | 3,260.0 | | |
Celanese Corporation | | | | $ | 5,389.0 | | |
Chemtura Corporation (acquired by Lanxess April 21, 2017) | | | | | N/A | | |
Eastman Chemical Company | | | | $ | 9,008.0 | | |
Huntsman Corporation | | | | $ | 9,657.0 | | |
The Mosaic Chemical Company | | | | $ | 7,162.8 | | |
PolyOne Corporation | | | | $ | 3,339.8 | | |
PPG Industries, Inc. | | | | $ | 14,751.0 | | |
RPM International, Inc. | | | | $ | 4,958.2 | | |
The Sherwin Williams Chemical Company | | | | $ | 11,855.6 | | |
Tronox Limited | | | | $ | 2,093.0 | | |
Westlake Chemical Corporation | | | | $ | 5,075.5 | | |
WR Grace and Company | | | | $ | 1,598.6 | | |
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2015 and 2016
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2017
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Base Salary | | | $900,000 | | | $1,000,000 | |
Target AIP Opportunity | | | $1,170,000 (130% of salary) | | | $1,300,000 (130% of salary) | |
Target LTI Opportunity (Grant Value) | | | $3,930,000 | | | $5,500,000 | |
Target Total Direct Compensation | | | $6,000,000 | | | $7,800,000 | |
NEO
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Base Salary ($)
(as of December 31, 2016) |
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Base Salary ($)
(as of December 31, 2017) |
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Mark Vergnano | | | | $ | 900,000 | | | | | $ | 1,000,000 | | |
Mark Newman | | | | $ | 574,000 | | | | | $ | 591,220 | | |
Paul Kirsch | | | | $ | 550,000 | | | | | $ | 550,000 | | |
Bryan Snell | | | | $ | 400,000 | | | | | $ | 500,000 | | |
David Shelton | | | | $ | 400,000 | | | | | $ | 475,000 | | |
NEO
|
| |
2016 Annual Incentive
Target (as % of Base Salary) |
| |
2017 Annual Incentive
Target (as % of Base Salary) |
| ||||||
Mark Vergnano | | | | | 130 % | | | | | | 130 % | | |
Mark Newman | | | | | 80 % | | | | | | 80 % | | |
Paul Kirsch | | | | | 75 % | | | | | | 75 % | | |
Bryan Snell | | | | | 75 % | | | | | | 75 % | | |
David Shelton | | | | | 65 % | | | | | | 70 % | | |
2017 Measure
|
| |
Weighting
|
| |
Definition
|
|
Adjusted EBITDA | | |
50%
|
| | Income (loss) before income taxes, depreciation and amortization excluding the following items: interest, non-operating pension and other postretirement employee benefit costs, exchange gains (losses), restructuring charges (benefits), gains (losses) on sale of business or assets, impact of changes to US GAAP accounting during the performance period. (Consistent with external reporting) | |
Free Cash Flow | | |
50%
|
| | Cash Flows from Operations less Capital Expenditures as disclosed on the Company’s Cash Flow statement. (Consistent with external reporting) | |
Measure
|
| |
Threshold
(1)
|
| |
Target
|
| |
Maximum
(2)
|
| |
Actual
|
| |
Weighted
Funding Result |
| |||||||||||||||
Adjusted EBITDA
|
| | | $ | 878 | | | | | $ | 975 | | | | | $ | 1,121 | | | | | $ | 1,422 | | | | | | 100 % | | |
Free Cash Flow | | | | $ | 78 | | | | | $ | 112 | | | | | $ | 225 | | | | | $ | 563 | | | | | | 100 % | | |
| | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | 200 % | | |
NEO
|
| |
Annual Incentive
Target (as % of Base Salary) |
| |
Annual Incentive
Target ($) |
| |
Annual Incentive
Actual ($) |
| |||||||||
Mark Vergnano | | | | | 130 % | | | | | $ | 1,300,000 | | | | | $ | 2,600,000 | | |
Mark Newman | | | | | 80 % | | | | | $ | 472,976 | | | | | $ | 945,952 | | |
Paul Kirsch | | | | | 75 % | | | | | $ | 412,500 | | | | | $ | 825,000 | | |
Bryan Snell | | | | | 75 % | | | | | $ | 375,000 | | | | | $ | 750,000 | | |
David Shelton | | | | | 70 % | | | | | $ | 332,500 | | | | | $ | 665,000 | | |
NEO
|
| |
2016 Long Term
Incentive Target |
| |
2017 Long Term
Incentive Target |
| ||||||
Mark Vergnano | | | | $ | 3,930,000 | | | | | $ | 5,500,00 | | |
Mark Newman | | | | $ | 1,200,000 | | | | | $ | 1,200,00 | | |
Paul Kirsch | | | | $ | 900,000 | | | | | $ | 900,000 | | |
Bryan Snell | | | | $ | 800,000 | | | | | $ | 900,000 | | |
David Shelton | | | | $ | 600,000 | | | | | $ | 750,000 | | |
2017 Measure
|
| |
Weighting
|
| |
Definition
|
|
Adjusted EBITDA | | |
50%
|
| | Income (loss) before income taxes, depreciation and amortization excluding the following items: interest, non-operating pension and other post-retirement employee benefit costs, exchange gains (losses), restructuring charges (benefits), gains (losses) on sale of business or assets (where the assets do not constitute a business, for purposes of applying US GAAP), and other items not considered indicative of the Company’s ongoing operational performance and expected to occur infrequently. | |
Pre-tax Return on Invested Capital (“ROIC”) | | |
50%
|
| | Adjusted Operating Income divided by Invested Capital. Adjusted Operating Earnings equals Adjusted EBITDA minus depreciation and amortization. Invested Capital equals Debt plus Equity minus Cash. Any impact of changes to US GAAP accounting during the performance period is excluded from this calculation. | |
Relative TSR | | |
Modifier
|
| | Change in the Company’s stock price plus dividends paid and assumed to be reinvested on the ex-dividend date during the period, divided by beginning stock price, compared on a percentile basis to the same change with respect to a peer group. | |
Adjusted EBITDA
|
| |
Pre-Tax ROIC
|
| ||||||||||||
Period
|
| |
Weighting
|
| |
Period
|
| |
Weighting
|
| ||||||
2017 | | | | | 12.5 % | | | | 2017 | | | | | 12.5 % | | |
2018 | | | | | 12.5 % | | | | 2018 | | | | | 12.5 % | | |
2019 | | | | | 12.5 % | | | | 2019 | | | | | 12.5 % | | |
Cumulative FY2017 – FY2019
|
| | | | 12.5 % | | | |
Average FY2017 – FY2019
|
| | | | 12.5 % | | |
Total for Adjusted EBITDA | | | | | 50 % | | | | Total for Pre-tax ROIC | | | | | 50 % | | |
|
Air Products & Chemicals, Inc.
Albemarle Corporation Ashland Inc. Celanese Corporation Chemtura Corporation |
| |
Eastman Chemical Company
Huntsman Corporation Kronos Worldwide, Inc. The Mosaic Chemical Company PolyOne Corporation |
| |
PPG Industries, Inc.
RPM International Inc. The Sherwin-Williams Chemical Company Tronox, Limited Westlake Chemical Corporation W R Grace and Company |
|
Relative TSR
|
| |
<25
th
percentile
|
| |
25
th
to 75
th
percentile
|
| |
>75
th
percentile
|
| |||||||||
Applied Modifier | | | | | 0.75 | | | | | | 1.00 | | | | | | 1.25 | | |
NEO
|
| |
2017 Target
LTI Award Value |
| |
Estimated
Value of PSUs on 3/1/2017 |
| |
Target
Number of PSUs Awards (1) |
| |
Estimated
Value of Stock Options on 3/1/2017 |
| |
Number of
Stock Options Granted (2) |
| |||||||||||||||
Mark Vergnano | | | | $ | 5,500,000 | | | | | $ | 3,300,000 | | | | | | 95,047 | | | | | $ | 2,200,000 | | | | | | 145,118 | | |
Mark Newman | | | | $ | 1,200,000 | | | | | $ | 720,000 | | | | | | 20,738 | | | | | $ | 480,000 | | | | | | 31,662 | | |
Paul Kirsch | | | | $ | 900,000 | | | | | $ | 540,000 | | | | | | 15,553 | | | | | $ | 360,000 | | | | | | 23,746 | | |
Bryan Snell | | | | $ | 900,000 | | | | | $ | 540,000 | | | | | | 15,553 | | | | | $ | 360,000 | | | | | | 23,746 | | |
David Shelton | | | | $ | 750,000 | | | | | $ | 450,000 | | | | | | 12,961 | | | | | $ | 300,000 | | | | | | 19,788 | | |
Multiple of Salary
|
| |
2017 Target
|
| |||
CEO | | | | | 5.0x | | |
Other NEOs | | | | | 3.0x | | |
Element
|
| |
Median Employee
|
| |
CEO
|
| ||||||
Salary (includes Overtime) (1) | | | | $ | 82,213 | | | | | $ | 983,333 | | |
Stock Awards | | | | $ | 0 | | | | | $ | 3,787,623 | | |
Option Awards | | | | $ | 0 | | | | | $ | 2,199,989 | | |
Non-Equity Incentive Plan Compensation/Bonus (2) | | | | $ | 4,937 | | | | | $ | 2,600,000 | | |
Change in Pension Value | | | | $ | 0 | | | | | $ | 141,163 | | |
All Other Compensation (3) | | | | $ | 10,936 | | | | | $ | 232,063 | | |
Summary Compensation Table Totals | | | | $ | 98,086 | | | | | $ | 9,944,171 | | |
CEO Pay Ratio | | |
101:1
|
|
Name and
Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($) (1)(2) |
| |
Option
Awards ($) (3) |
| |
Non-Equity
Incentive Plan Compensation ($) (4) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) |
| |
All Other
Compensation ($) (6) |
| |
Total ($)
|
| |||||||||||||||||||||||||||
Mark Vergnano,
President and Chief Executive Officer |
| | | | 2017 | | | | | | 983,333 | | | | | | | | | | | | 3,787,623 | | | | | | 2,199,989 | | | | | | 2,600,000 | | | | | | 141,163 | | | | | | 232,063 | | | | | | 9,944,171 | | |
| | | 2016 | | | | | | 900,000 | | | | | | | | | | | | 1,895,099 | | | | | | 1,713,424 | | | | | | 1,989,000 | | | | | | 69,279 | | | | | | 108,790 | | | | | | 6,675,592 | | | ||
| | | 2015 | | | | | | 809,402 | | | | | | | | | | | | 1,575,035 | | | | | | 1,625,002 | | | | | | 516,960 | | | | | | 207,235 | | | | | | 111,180 | | | | | | 4,844,814 | | | ||
Mark Newman,
Senior Vice President and Chief Financial Officer |
| | | | 2017 | | | | | | 588,350 | | | | | | | | | | | | 826,409 | | | | | | 479,996 | | | | | | 945,952 | | | | | | 0 | | | | | | 102,879 | | | | | | 2,943,586 | | |
| | | 2016 | | | | | | 574,000 | | | | | | | | | | | | 578,658 | | | | | | 523,180 | | | | | | 780,640 | | | | | | N/A | | | | | | 24,729 | | | | | | 2,481,207 | | | ||
| | | 2015 | | | | | | 567,006 | | | | | | | | | | | | 912,519 | | | | | | 937,502 | | | | | | 254,464 | | | | | | N/A | | | | | | 449,000 | | | | | | 3,120,491 | | | ||
Paul Kirsch,
President, Fluoroproducts |
| | | | 2017 | | | | | | 550,000 | | | | | | | | | | | | 619,787 | | | | | | 359,989 | | | | | | 825,000 | | | | | | 0 | | | | | | 345,674 | | | | | | 2,700,450 | | |
| | | 2016 | | | | | | 320,833 | | | | | | 650,000 | | | | | | 969,558 | | | | | | 240,000 | | | | | | 701,250 | | | | | | N/A | | | | | | 53,668 | | | | | | 2,935,309 | | | ||
| | | 2015 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Bryan Snell,
President, Titanium Technologies |
| | | | 2017 | | | | | | 483,333 | | | | | | | | | | | | 619,787 | | | | | | 359,989 | | | | | | 750,000 | | | | | | 25,898 | | | | | | 80,333 | | | | | | 2,319,340 | | |
| | | 2016 | | | | | | 400,000 | | | | | | | | | | | | 385,776 | | | | | | 348,787 | | | | | | 510,000 | | | | | | 12,696 | | | | | | 243,386 | | | | | | 1,900,645 | | | ||
| | | 2015 | | | | | | 347,973 | | | | | | | | | | | | 510,029 | | | | | | 110,002 | | | | | | 119,685 | | | | | | N/A | | | | | | 301,256 | | | | | | 1,388,945 | | | ||
David Shelton,
Senior Vice President and General Counsel |
| | | | 2017 | | | | | | 462,500 | | | | | | | | | | | | 516,496 | | | | | | 299,986 | | | | | | 665,000 | | | | | | 1,247 | | | | | | 111,395 | | | | | | 2,056,624 | | |
| | | 2016 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2015 | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Company
Contributions to Qualified Defined Contribution Plan ($) |
| |
Company
Contribution to Nonqualified Defined Contribution Plan ($) |
| |
Financial
Planning/ Income Tax Preparation ($) |
| |
Relocation
($) |
| |
Tax
Reimbursement on Relocation Payments ($) |
| |||||||||||||||
Mark Vergnano | | | | | 27,900 | | | | | | 189,163 | | | | | | 15,000 | | | | | | | | | | | | | | |
Mark Newman | | | | | 21,940 | | | | | | 65,939 | | | | | | 15,000 | | | | | | | | | | | | | | |
Paul Kirsch | | | | | 21,700 | | | | | | 0 | | | | | | 14,589 | | | | | | 207,528 | | | | | | 101,857 | | |
Bryan Snell | | | | | 14,700 | | | | | | 50,633 | | | | | | 15,000 | | | | | | | | | | | | | | |
David Shelton | | | | | 26,600 | | | | | | 69,795 | | | | | | 15,000 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Estimated Possible Payouts Under
Nonequity Incentive Plan Awards (1) |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards (2) |
| |
All Other
Stock Awards; Number of Shares of Stock or Units (#) |
| |
All other
Option Awards; Number of Securities Underlying Options (#) |
| |
Exercise
of Base Price of Option Awards ($) (3) |
| |
Grant Date
Fair Value of Stock and Option Awards ($) |
| |||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Approval
Date |
| |
Description
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||||||||
Mark Vergnano
|
| | | | | | | | | | | | | |
2017 AIP
|
| | | | 650,000 | | | | | | 1,300,000 | | | | | | 2,600,000 | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | |
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | 145,118 | | | | | | 34.72 | | | | | | 2,199,989 | | | ||
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 47,523 | | | | | | 95,047 | | | | | | 190,094 | | | |
|
| | | | | | | | | | | | | | | | 3,787,623 (4) | | | ||
Mark Newman
|
| | | | | | | | | | | | | |
2017 AIP
|
| | | | 236,488 | | | | | | 472,976 | | | | | | 945,952 | | | | | | | | | | ||||||||||||||||||||||||||||||||
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,662 | | | | | | 34.72 | | | | | | 479,996 | | | ||
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 10,369 | | | | | | 20,738 | | | | | | 41,476 | | | | | | | | | | | | | | | | | | | | | 826,409 (4) | | | ||
Paul Kirsch
|
| | | | | | | | | | | | | |
2017 AIP
|
| | | | 206,250 | | | | | | 412,500 | | | | | | 825,000 | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | |
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | 23,746 | | | | | | 34.72 | | | | | | 359,989 | | | ||
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 7,776 | | | | | | 15,553 | | | | | | 31,106 | | | |
|
| | | | | | | | | | | | | | | | 619,787 (4) | | | ||
Bryan Snell
|
| | | | | | | | | | | | | |
2017 AIP
|
| | | | 187,500 | | | | | | 375,000 | | | | | | 750,000 | | | | | | | | | | ||||||||||||||||||||||||||||||||
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,746 | | | | | | 34.72 | | | | | | 359,989 | | | ||
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 7,776 | | | | | | 15,553 | | | | | | 31,106 | | | | | | | | | | | | | | | | | | | | | 619,787 (4) | | | ||
David Shelton
|
| | | | | | | | | | | | | |
2017 AIP
|
| | | | 166,250 | | | | | | 332,500 | | | | | | 665,000 | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | |
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
Stock Options
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | 19,788 | | | | | | 34.72 | | | | | | 299,986 | | | ||
| | | 3/1/2017 | | | | | | 2/13/2017 | | | |
PSUs
|
| | | | | | | | | | | | | | | | | | | | | | 6,480 | | | | | | 12,961 | | | | | | 25,922 | | | |
|
| | | | | | | | | | | | | | | | 516,496 (4) | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | |
Number of Securities
Underlying Unexercised Options (1) |
| | | | | | | | | | | | | |
Shares or Units of
Stock that Have Not Vested (2) |
| |
Equity Incentive Plan
Awards: Unearned Shares, Units or Other Rights that Have Not Vested (3) |
| |||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Exercisable
(#) |
| |
Unexercisable
(#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
(#) |
| |
Market Value
($) |
| |
Number
(#) |
| |
Market or
Payout Value ($) |
| |||||||||||||||||||||||||||
Mark Vergnano
|
| | | | 3/1/2017 | | | | | | | | | | | | 145,118 | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | 190,094 | | | | | | 9,516,106 | | |
| | | 3/1/2016 | | | | | | 181,315 | | | | | | 362,629 | | | | | | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | 621,344 | | | | | | 31,104,481 | | | ||
| | | 8/5/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 107,685 | | | | | | 5,390,711 | | | | | | | | | | | | | | | ||
| | | 7/6/2015 | | | | | | | | | | | | 331,231 | | | | | | 16.04 | | | | | | 7/5/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | 132,080 | | | | | | 66,041 | | | | | | 18.45 | | | | | | 2/3/2022 | | | | | | 11,384 | | | | | | 569,883 | | | | | | | | | | | | | | | ||
| | | 2/5/2014 | | | | | | 153,392 | | | | | | | | | | | | 15.49 | | | | | | 2/4/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/6/2013 | | | | | | 220,759 | | | | | | | | | | | | 11.87 | | | | | | 2/5/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/6/2012 | | | | | | 200,151 | | | | | | | | | | | | 12.96 | | | | | | 2/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Mark Newman
|
| | | | 3/1/2017 | | | | | | | | | | | | 31,662 | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | 41,476 | | | | | | 2,076,289 | | |
| | | 3/1/2016 | | | | | | 55,363 | | | | | | 110,726 | | | | | | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | 189,724 | | | | | | 9,497,583 | | | ||
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 61,371 | | | | | | 3,072,232 | | | | | ||||||||||||
| | | 7/6/2015 | | | | | | | | | | | | 197,161 | | | | | | 16.04 | | | | | | 7/5/2025 | | | | | | | ||||||||||||||||||||||
| | | 2/4/2015 | | | | | | 71,873 | | | | | | 35,892 | | | | | | 18.45 | | | | | | 2/3/2022 | | | | | | 6,187 | | | | | | 309,721 | | | | | ||||||||||||
Paul Kirsch
|
| | | | 3/1/2017 | | | | | | | | | | | | 23,746 | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | 31,106 | | | | | | 1,557,166 | | |
| | | 6/22/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 49,449 | | | | | | 2,475,417 | | | | | | | | | | | | | | | ||
| | | 6/1/2016 | | | | | | 13,770 | | | | | | 27,538 | | | | | | 8.80 | | | | | | 6/1/2026 | | | | | | | | | | | | | | | | | | 81,820 | | | | | | 4,095,909 | | | ||
Bryan Snell
|
| | | | 3/1/2017 | | | | | | | | | | | | 23,746 | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | 31,106 | | | | | | 1,557,166 | | |
| | | 3/1/2016 | | | | | | 36,909 | | | | | | 73,817 | | | | | | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | 126,484 | | | | | | 6,331,789 | | | ||
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,913 | | | | | | 2,048,105 | | | | | ||||||||||||
| | | 2/4/2015 | | | | | | 25,268 | | | | | | 12,634 | | | | | | 18.45 | | | | | | 2/3/2022 | | | | | | 2,178 | | | | | | 109,031 | | | | | | | | | | | | | | | ||
| | | 2/5/2014 | | | | | | 28,341 | | | | | | | | | | | | 15.49 | | | | | | 2/4/2021 | | | | | | | ||||||||||||||||||||||
David Shelton
|
| | | | 3/1/2017 | | | | | | | | | | | | 19,788 | | | | | | 34.72 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | 25,922 | | | | | | 1,297,655 | | |
| | | 3/1/2016 | | | | | | 27,682 | | | | | | 55,362 | | | | | | 5.40 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | 94,862 | | | | | | 4,748,792 | | | ||
| | | 8/4/2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,685 | | | | | | 1,536,091 | | | | | | | | | | | | | | | ||
| | | 2/4/2015 | | | | | | 13,093 | | | | | | 6,547 | | | | | | 18.45 | | | | | | 2/3/2022 | | | | | | 1,130 | | | | | | 56,568 | | | | | | | | | | | | | | |
Grant Date
|
| |
Outstanding Vesting Dates
|
|
3/1/2017 | | | Vests in equal installments on March 1, 2018, 2019 and 2020 | |
3/1/2016 | | | Vests in equal installments on March 1, 2018 and 2019 | |
6/1/2016 | | | Vests in equal installments on June 1, 2018 and 2019 | |
7/6/2015 | | | Balance vests on March 1, 2018 | |
2/4/2015 | | | Balance vests on February 4, 2018 | |
Grant Date
|
| |
Outstanding Vesting Dates
|
|
6/22/2016 | | | Balance vests two-thirds (67%) on June 1, 2018 and one-third (33%) June 1, 2019 | |
8/5/2015 | | | Balance vests August 5, 2018 | |
8/4/2015 | | | Balance vests August 4, 2018 | |
2/4/2015 | | | Balance vests on February 4, 2018 | |
Grant Date
|
| |
Outstanding Vesting Dates
|
|
3/1/2017 | | | Performance period ending December 31, 2019. The number of PSUs reported is based on achievement of maximum performance. Cumulative performance to date, as of the last completed fiscal year, exceeds target. | |
6/1/2016 | | | Performance period ending December 31, 2018. The number of PSUs reported is based on achievement of maximum performance. Cumulative performance to date, as of the last completed fiscal year, exceeds target. | |
3/1/2016 | | | Performance period ending December 31, 2018. The number of PSUs reported is based on achievement of maximum performance. Cumulative performance to date, as of the last completed fiscal year, exceeds target. | |
| | |
Option Awards
(1)
|
| |
Stock Awards
(2)
|
| ||||||||||||||||||
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on
Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized on
Vesting ($) |
| ||||||||||||
Mark Vergnano | | | | | — | | | | | | — | | | | | | 109,289 | | | | | | 3,623,887 | | |
Mark Newman | | | | | — | | | | | | — | | | | | | 37,282 | | | | | | 1,728,236 | | |
Paul Kirsch | | | | | — | | | | | | — | | | | | | 32,842 | | | | | | 1,363,280 | | |
Bryan Snell | | | | | 11,878 | | | | | | 491,639 | | | | | | 4,518 | | | | | | 124,795 | | |
David Shelton | | | | | 51,642 | | | | | | 2,035,010 | | | | | | 2,773 | | | | | | 76,603 | | |
Name
|
| |
Plan Name
|
| |
Number of
Years of Credited Service (1) |
| |
Present Value of
Accumulated Benefits (2) |
| |
Payments
During Last Fiscal Year ($) |
| |||||||||
Mark Vergnano | | |
The Chemours Company
Pension Restoration Plan |
| | | | 34.8 | | | | | | 0 | | | | | | 6,930,984 | | |
Mark Newman (3) | | | — | | | | | |||||||||||||||
Paul Kirsch (3) | | | — | | | | | | | | | | | | | | | | | | | |
Bryan Snell | | |
The Chemours Company
Pension Restoration Plan |
| | | | 37.0 | | | | | | 0 | | | | | | 1,271,577 | | |
David Shelton | | |
The Chemours Company
Pension Restoration Plan |
| | | | 19.5 | | | | | | 0 | | | | | | 61,230 | | |
Name
|
| |
Executive
Contributions in Last Fiscal Year ($) (1) |
| |
Registrant
Contribution in Last Fiscal Year ($) (2) |
| |
Aggregate
Earning in Last Fiscal Year ($) (3) |
| |
Aggregate
Withdrawals / Distributions In Last Fiscal Year ($) |
| |
Aggregate
Balance at Last Fiscal Year-End ($) (4) |
| |||||||||||||||
Mark Vergnano | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RSRP
|
| | | | 162,140 | | | | | | 189,163 | | | | | | 8,641 | | | | | | 0 | | | | | | 584,324 | | |
MDCP
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Mark Newman | | | | | | | |||||||||||||||||||||||||
RSRP
|
| | | | 65,939 | | | | | | 65,939 | | | | | | 10,674 | | | | | | 0 | | | | | | 147,277 | | |
MDCP
|
| | | | 181,930 | | | | | | 0 | | | | | | 11,474 | | | | | | 0 | | | | | | 298,002 | | |
Paul Kirsch | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RSRP
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
MDCP
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Bryan Snell | | | | | | | |||||||||||||||||||||||||
RSRP
|
| | | | 43,400 | | | | | | 50,633 | | | | | | 10,573 | | | | | | 0 | | | | | | 162,310 | | |
MDCP
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
David Shelton | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RSRP
|
| | | | 38,070 | | | | | | 69,795 | | | | | | 10,964 | | | | | | 0 | | | | | | 157,605 | | |
MDCP
|
| | | | 0 | | | | | | 0 | | | | | | 1,597 | | | | | | 0 | | | | | | 85,840 | | |
Name
|
| |
RSRP
($) |
| |
MDCP
($) |
| |
Total
($) |
| |||||||||
Mark Vergnano | | | | | 333,799 | | | | | | 0 | | | | | | 333,799 | | |
Mark Newman | | | | | 41,013 | | | | | | 196,997 | | | | | | 238,010 | | |
Paul Kirsch | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Bryan Snell | | | | | 57,088 | | | | | | 0 | | | | | | 57,088 | | |
David Shelton | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Name
|
| |
Form of Compensation
(1)
|
| |
Voluntary
or For Cause ($) (2) |
| |
Involuntary
Termination without Cause ($) (3) |
| |
Retirement
($) (5) |
| |
Death
($) (6) |
| |
Disability
($) (4) |
| |
Change in
Control ($) (7) |
| ||||||||||||||||||
Mark Vergnano
|
| |
Annual Salary
|
| | | | | | | | | | 500,000 | | | | | | | | | | | | | | | | | | | | | | | | 3,000,000 | | |
| Target Annual Bonus | | | | | | | | | | | 1,300,000 | | | | | | | | | | | | | | | | | | | | | | | | 3,900,000 | | | ||
|
Target Annual Bonus (pro-rated)
|
| | | | | | | | | | | | | | | | 1,300,000 | | | | | | 1,300,000 | | | | | | 1,300,000 | | | | | | 1,300,000 | | | ||
| Health and Dental Benefits | | | | | | | | | | | 3,376 | | | | | | | | | | | | | | | | | | | | | | | | 40,506 | | | ||
| Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 14,620 | | | ||
| Stock Options | | | | | 29,551,084 | | | | | | 29,551,084 | | | | | | 29,551,084 | | | | | | 31,777,195 | | | | | | 31,777,195 | | | | | | 31,777,195 | | | ||
| RSUs | | | | | 569,883 | | | | | | 5,960,594 | | | | | | 569,883 | | | | | | 5,960,594 | | | | | | 5,960,594 | | | | | | 5,960,594 | | | ||
| PSUs | | | | | 20,736,320 | | | | | | 20,736,320 | | | | | | 20,736,320 | | | | | | 23,908,356 | | | | | | 23,908,356 | | | | | | 20,310,293 | | | ||
Total | | | | | | | | 50,857,288 | | | | | | 58,053,525 | | | | | | 52,157,288 | | | | | | 62,946,144 | | | | | | 62,946,144 | | | | | | 66,303,208 | | |
Mark Newman
|
| |
Annual Salary
|
| | | | | | | | | | 45,478 | | | | | | | | | | | | | | | | | | | | | | | | 1,182,440 | | |
| Target Annual Bonus | | | | | | | | | | | 472,976 | | | | | | | | | | | | | | | | | | | | | | | | 945,952 | | | ||
|
Target Annual Bonus (pro-rated)
|
| | | | | | | | | | | | | | | | 472,976 | | | | | | 472,976 | | | | | | 472,976 | | | | | | 472,976 | | | ||
| Health and Dental Benefits | | | | | | | | | | | 4,919 | | | | | | | | | | | | | | | | | | | | | | | | 39,348 | | | ||
| Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 14,620 | | | ||
| Stock Options | | | | | | | | | | | 10,314,496 | | | | | | | | | | | | 13,272,703 | | | | | | 10,800,191 | | | | | | 13,272,703 | | | ||
| RSUs | | | | | | | | | | | 3,381,953 | | | | | | | | | | | | 3,381,953 | | | | | | 3,381,953 | | | | | | 3,381,953 | | | ||
| PSUs | | | | | | | | | | | 6,331,722 | | | | | | | | | | | | 7,023,818 | | | | | | 7,023,818 | | | | | | 5,786,936 | | | ||
Total | | | | | | | | | | | 20,553,695 | | | | | | 472,976 | | | | | | 24,151,451 | | | | | | 21,678,939 | | | | | | 25,096,928 | | | |||
Paul Kirsch
|
| |
Annual Salary
|
| | | | | | | | | | 42,308 | | | | | | | | | | | | | | | | | | | | | | | | 1,100,000 | | |
| Target Annual Bonus | | | | | | | | | | | 412,500 | | | | | | | | | | | | | | | | | | | | | | | | 825,000 | | | ||
| Target Annual Bonus | | | | | | | | | | | | | | | | | 412,500 | | | | | | 412,500 | | | | | | 412,500 | | | | | | 412,500 | | | ||
| Health and Dental Benefits | | | | | | | | | | | 4,919 | | | | | | | | | | | | | | | | | | | | | | | | 39,348 | | | ||
| Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 14,620 | | | ||
| Stock Options | | | | | | | | | | | 568,109 | | | | | | | | | | | | 1,500,482 | | | | | | 932,373 | | | | | | 1,500,482 | | | ||
| RSUs | | | | | | | | | | | 2,475,417 | | | | | | | | | | | | 2,475,417 | | | | | | 2,475,417 | | | | | | 2,475,417 | | | ||
| PSUs | | | | | | | | | | | 2,730,606 | | | | | | | | | | | | 3,249,662 | | | | | | 3,249,662 | | | | | | 2,826,538 | | | ||
Total | | | | | | | | | | | 6,236,009 | | | | | | 412,500 | | | | | | 7,638,060 | | | | | | 7,069,951 | | | | | | 9,193,904 | | | |||
Bryan Snell
|
| |
Annual Salary
|
| | | | | | | | | | 250,000 | | | | | | | | | | | | | | | | | | | | | | | | 1,000,000 | | |
| Target Annual Bonus | | | | | | | | | | | 375,000 | | | | | | | | | | | | | | | | | | | | | | | | 750,000 | | | ||
|
Target Annual Bonus (pro-rated)
|
| | | | | | | | | | | | | | | | 375,000 | | | | | | 375,000 | | | | | | 375,000 | | | | | | 375,000 | | | ||
| Health and Dental Benefits | | | | | | | | | | | 3,114 | | | | | | | | | | | | | | | | | | | | | | | | 24,908 | | | ||
| Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 14,620 | | | ||
| Stock Options | | | | | 4,060,299 | | | | | | 4,060,299 | | | | | | 4,060,299 | | | | | | 4,060,299 | | | | | | 4,060,299 | | | | | | 4,060,299 | | | ||
| RSUs | | | | | 109,031 | | | | | | 2,157,135 | | | | | | 109,031 | | | | | | 2,157,135 | | | | | | 2,157,135 | | | | | | 2,157,135 | | | ||
| PSUs | | | | | 4,740,248 | | | | | | 4,740,248 | | | | | | 4,740,248 | | | | | | 4,740,248 | | | | | | 4,740,248 | | | | | | 3,944,478 | | | ||
Total | | | | | 8,909,578 | | | | | | 11,587,947 | | | | | | 9,284,578 | | | | | | 11,332,683 | | | | | | 11,332,683 | | | | | | 12,326,440 | | | |||
David Shelton
|
| |
Annual Salary
|
| | | | | | | | | | 191,826 | | | | | | | | | | | | | | | | | | | | | | | | 950,000 | | |
| Target Annual Bonus | | | | | | | | | | | 332,500 | | | | | | | | | | | | | | | | | | | | | | | | 665,000 | | | ||
|
Target Annual Bonus (pro-rated)
|
| | | | | | | | | | | | | | | | 332,500 | | | | | | 332,500 | | | | | | 332,500 | | | | | | 332,500 | | | ||
| Health and Dental Benefits | | | | | | | | | | | 1,451 | | | | | | | | | | | | | | | | | | | | | | | | 11,604 | | | ||
| Outplacement Services | | | | | | | | | | | 2,150 | | | | | | | | | | | | | | | | | | | | | | | | 14,620 | | | ||
| Stock Options | | | | | | | | | | | 1,443,188 | | | | | | | | | | | | 2,982,969 | | | | | | 1,746,736 | | | | | | 2,982,969 | | | ||
| RSUs | | | | | | | | | | | 1,592,659 | | | | | | | | | | | | 1,592,659 | | | | | | 1,592,659 | | | | | | 1,592,659 | | | ||
| PSUs | | | | | | | | | | | 3,165,861 | | | | | | | | | | | | 3,598,413 | | | | | | 3,598,413 | | | | | | 3,023,224 | | | ||
Total | | | | | | | | | | | 6,729,635 | | | | | | 332,500 | | | | | | 8,506,541 | | | | | | 7,270,308 | | | | | | 9,572,576 | | |
| | |
2017
(in thousands) |
| |
2016
(in thousands) |
| ||||||
Audit fees (1) | | | | $ | 7,295 | | | | | $ | 7,300 | | |
Audit-related fees (2) | | | | | 1,267 | | | | | | 910 | | |
Tax fees (3) | | | | | 1,488 | | | | | | 473 | | |
All other fees (4) | | | | | 1,504 | | | | | | 3,655 | | |
| | | | | | | | | | | | | |
Total | | | | $ | 11,554 | | | | | $ | 12,338 | | |
|
Proposal
|
| |
Vote Required
|
| |
Broker
Discretionary Voting Allowed? |
|
|
Election of Directors
|
| |
Majority of Votes Cast
|
| |
No
|
|
|
Advisory Approval of Executive Compensation
|
| |
Majority of Votes Represented and Entitled to Vote
|
| |
No
|
|
|
Ratification of PwC
|
| |
Majority of Votes Represented and Entitled to Vote
|
| |
Yes
|
|
|
Approval of Elimination of Supermajority Provisions
|
| |
Eighty Percent of the Voting Power of the Company’s Stock Then Outstanding
|
| |
No
|
|
1 Year Chemours Chart |
1 Month Chemours Chart |
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