TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )
Filed by the Registrant   ☒Filed by a Party other than the Registrant   
Check the appropriate box:
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
THE CHEMOURS COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

TABLE OF CONTENTS
[MISSING IMAGE: LG_CHEMOURS.JPG]
1007 Market Street
Wilmington, Delaware 19801
March 12, 2021
To our Shareholders:
We are pleased to invite you to attend the virtual Annual Meeting of shareholders of The Chemours Company to be held on April 28, 2021. The meeting will begin at 10:00 a.m. (Eastern time).
The virtual Annual Meeting will be accessible via live webcast at www.viewproxy.com/chemours/2021/​VM. Shareholders will be able to vote and submit questions during the virtual Annual Meeting. To attend the virtual Annual Meeting, shareholders should register on or before April 26, 2021 by visiting www.allianceproxy.com/chemours/2021. Further details can be found in the section below “General Information about the Meeting.”
The following pages contain our notice of Annual Meeting and Proxy Statement. Please review this material for information concerning the business to be conducted at the annual meeting, including the nominees for election as directors.
We are furnishing proxy materials to our shareholders primarily over the Internet, which expedites shareholders’ receipt of proxy materials and reduces the environmental impact of our Annual Meeting.
Whether or not you plan to attend the virtual Annual Meeting, please submit a proxy promptly to ensure that your shares are represented and voted at the meeting.
Sincerely,
[MISSING IMAGE: SG_RICHARD-BROWN.JPG]
[MISSING IMAGE: SG_MARK-VERGNANO.JPG]
Richard H. Brown
Chairman of the Board
Mark P. Vergnano
President & Chief Executive Officer

TABLE OF CONTENTS
Notice of 2021 Virtual Annual Meeting
of Shareholders
Date: April 28, 2021
Time: 10:00 a.m. Eastern time
Place: Virtual Only — No Physical Meeting Location
Record date: March 2, 2021
Notice is hereby given that a meeting of the shareholders of The Chemours Company (the “Company”) will be held virtually, on April 28, 2021 at 10:00 a.m. Eastern time (including any adjournments or postponements thereof, the “virtual Annual Meeting”) for the following purposes:
1.
To elect the nine director nominees named in the accompanying Proxy Statement to serve one-year terms expiring at the virtual Annual Meeting of Shareholders in 2022;
2.
To hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers;
3.
To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021;
4.
To approve amendments to the Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions with respect to certificate of incorporation and bylaw amendments;
5.
To vote on the amendment and restatement of the Company’s 2017 Equity and Incentive Plan; and
6.
To transact such other business that may properly come before the virtual Annual Meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on March 2, 2021 are entitled to notice of, and to vote at, the virtual Annual Meeting, and any adjournments or postponements of the virtual Annual Meeting.
By Order of the Board of Directors.
[MISSING IMAGE: SG_DAVID-SHELTON.JPG]
David C. Shelton
Senior Vice President, General Counsel &
Corporate Secretary
March 12, 2021
Your vote is important. Even if you plan to attend the virtual Annual Meeting, Chemours still encourages you to submit your proxy via Internet, telephone or mail prior to the meeting. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described under “Can I revoke a proxy?” and “Can I change my vote after I have delivered my proxy?” in the “Questions and Answers” section of the attached Proxy Statement.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 2021:
The Notice of Internet Availability of Proxy Materials, Notice of Virtual Annual Meeting of Shareholders,
Proxy Statement and Annual Report are available at
www.allianceproxy.com/chemours/2021

TABLE OF CONTENTS
Table of Contents
VIRTUAL ANNUAL MEETING OVERVIEW 1
PROPOSAL 1 — ELECTION OF DIRECTORS 1
1
3
CORPORATE GOVERNANCE 10
10
10
11
13
13
13
14
15
15
15
16
16
BOARD STRUCTURE AND COMMITTEE COMPOSITION 17
17
18
19
DIRECTOR COMPENSATION 20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 22
EXECUTIVE COMPENSATION 24
24
43
54
PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 55
55
56
56
57
58
60
CERTAIN RELATIONSHIPS AND TRANSACTIONS 70
GENERAL INFORMATION ABOUT THE MEETING 70
OTHER INFORMATION 76
76
76
76
Appendix A: Form of Proposed Amendments A-1
Appendix B: Amendment of The Chemours Company 2017 Equity and Incentive Plan B-1

TABLE OF CONTENTS
PROXY STATEMENT
VIRTUAL ANNUAL MEETING OVERVIEW
Set forth below is summary information regarding the virtual Annual Meeting of shareholders (including any adjournments and postponements thereof, the “Annual Meeting”) of The Chemours Company (“Chemours” or the “Company”), including the location of the meeting and the proposals its shareholders will vote upon at the meeting. Please see the more detailed information set forth in this Proxy Statement about the virtual Annual Meeting and the proposals.
Meeting Information
Summary of Matters to be Voted Upon
Time and Date
Voting Matter
Board Vote
Recommendation
See
Page
10:00 a.m.
(Eastern time)
on Tuesday,
April 28, 2021
Place:
Virtual Meeting
Only —  No
Physical Location
Management Proposals
1
60
PROPOSAL 1 — ELECTION OF DIRECTORS
The first proposal to be voted on at the virtual Annual Meeting is the election of members of the Board of Directors (the “Board”) of the Company. Nine current members of the Board are standing for re-election to hold office for a one-year term, or until their successors are duly elected and qualified.
Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Although Chemours knows of no reason why any of the
nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board of Directors. In that case, your shares will be voted for that other person.
Director Qualification Standards
The Chemours Nominating and Corporate Governance Committee will consider potential candidates suggested by Board members, as well as management, shareholders, search firms and others.
The Board’s Corporate Governance Guidelines describe qualifications for directors. Directors are selected for their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; business acumen; and significant
professional accomplishment. The specific skills, experience and criteria that the Board may consider, and which may vary over time depending on current needs, include leadership; experience involving technological innovation; relevant industry experience; financial expertise; corporate governance; compensation and succession planning; familiarity with issues affecting global businesses; experience with global business operations, strategy
1

TABLE OF CONTENTS
and management; environment, health, safety and sustainability; risk management; other board experience; prior government service; and other individual qualities and attributes, including diversity in experience, gender and ethnicity, that contribute to the total mix of viewpoints and experience represented on the Board. Additionally, directors are expected to be willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibilities.
When considering candidates for nomination, the Nominating and Corporate Governance Committee takes into account these factors, among other items, to assure that new directors have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interests of all shareholders. The Nominating and Corporate Governance Committee will not nominate for election as a director a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to Chemours.
Once the Nominating and Corporate Governance Committee has identified a prospective candidate, the Nominating and Corporate Governance Committee will make an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based on whatever information is provided to the Nominating and Corporate Governance Committee with the recommendation of the prospective candidate, as well as the Nominating and Corporate Governance Committee’s own knowledge of the prospective candidate. This may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination will be based primarily on the likelihood that the prospective nominee can satisfy the factors described above. If the Nominating and Corporate Governance Committee determines,
in consultation with the Chairman of the Board and other Board members as appropriate, that further consideration is warranted, it may gather additional information about the prospective nominee’s background and experience. The Nominating and Corporate Governance Committee also may consider other relevant factors as it deems appropriate, including the current composition of the Board and specific needs of the Board to ensure its effectiveness. In connection with this evaluation, the Nominating and Corporate Governance Committee will determine whether to interview the prospective nominee. One or more members of the Nominating and Corporate Governance Committee and other directors, as appropriate, may interview the prospective nominee in person or by telephone. After completing its evaluation, the Committee will conclude whether to make a recommendation to the full Board for its consideration.
The Nominating and Corporate Governance Committee considers candidates for director suggested by shareholders, applying the factors for potential candidates described above and taking into account the additional information provided by the shareholder or gathered by the Committee. Shareholders wishing to suggest a candidate for director should write to the Corporate Secretary and include the detailed information required under the Company’s Amended and Restated Bylaws (the “Bylaws”).
A shareholder’s written notice to the Corporate Secretary described in the preceding paragraph must be delivered to The Chemours Company, 1007 Market Street, Wilmington, DE 19801, Attention: Corporate Secretary. Shareholders who wish to nominate candidates for the Board of Directors must follow the procedures described under “2022 Annual Meeting of Shareholders — Procedures for Submitting Shareholder Proposals and Nominations” in this Proxy Statement.
2

TABLE OF CONTENTS
Director Nominees
The following information describes certain information regarding our director nominees.
Director Nominee Composition
[MISSING IMAGE: TM219234D1-BC_DIRECTOR4CLR.JPG]
Skills, Experience, and Background
The Nominating and Corporate Governance Committee recommended to the Board the nominees named in this Proxy Statement. Based on this recommendation and each nominee’s credentials and experience outlined below, the Board has determined that each nominee can make a significant contribution to the Board and the Company, is willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibilities and should serve as a director of the Company.
Set forth on the following pages is a skills matrix and biographical information about each of the nominees, including information regarding the person’s service
as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that factored into the Board’s determination that the person should serve as a director of the Company. The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board. The following is a description of the Board’s adopted Core Skills & Qualifications and additional relevant experience possessed by the nominees.
Core Skills & Qualifications
Additional Experience
Leadership (Strategy & Execution) Chemical Industry Experience Marketing Information Technology
Financial Expertise Risk Management Business Development Operations Logistics & Supply Chain
Global Business Strategy & Management Global Business Mergers & Acquisitions Legal Expertise
Technological Innovation Compensation & Succession Capital Markets Regulatory Experience
Corporate Governance Diversity Investor Relations & Engagement Cybersecurity
Environment, Health, Safety & Sustainability Other Board Experience
3

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

TABLE OF CONTENTS
Director Nominees
  
  
[MISSING IMAGE: PH_CURTIS-ANASTASIO.JPG]
Director Since: 2015
Committee Memberships: Audit (Chair), Nominating and Corporate Governance
Term of Office Expires: 2021
Age: 64
Business Experience:

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

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

Chairman, GasLog Partners LP (2014 to present)

Par Pacific Holdings, Inc. (2014 to present)

Federal Reserve Bank of Dallas (2014 through 2019)
Mr. Anastasio has significant leadership experience as both an executive officer and board member of public companies. Through his experience as a former chief executive officer, he is able to provide the Board with valuable insight on global business management and financial matters. Mr. Anastasio’s knowledge of financial matters is further enhanced by his role as audit committee chairman of Par Pacific Holdings, Inc. and as a director and member of the Audit Committee of the Federal Reserve Bank of Dallas. With nearly 40 years of experience, Mr. Anastasio also provides valuable knowledge in the areas of energy, legal matters, logistics, marketing and mergers and acquisitions.
Curtis V. Anastasio
[MISSING IMAGE: PH_BRADLEYJBELL-BW.JPG]
Director Since: 2015
Committee Memberships:
Compensation and Leadership Development, Nominating and Corporate Governance
Term of Office Expires: 2021
Age: 68
Business Experience:

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

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

Director, Hennessy Capital Acquisition Corporations I-IV (HCAC)
HCAC IV (2018 to 2020)
HCAC III (2017 to 2018)
HCAC II (2015 to 2017)
HCAC I (2014 to 2015)

Momentive Performance Materials Holdings Inc. (2014 to 2019)

Compass Minerals International, Inc. (2003 to 2015)

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

TABLE OF CONTENTS
  
  
[MISSING IMAGE: PH_RICHARD-BROWN.JPG]
Director Since: 2015
Committee Memberships: Chairman of the Board
Term of Office Expires: 2021
Age: 73
Business Experience:

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

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

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

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

Jackson & Partners, LLC (2020 to present)

Chairman, Browz, LLC (2005 to 2019)

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

The Home Depot, Inc. (2000 to 2006)

Vivendi Universal (2000 to 2002)

Seagram Co Ltd. (1997 to 2000)

Trustee Emeritus, Ohio University Foundation

Member, Business Roundtable, the President’s Advisory Committee on Trade and Policy Negotiations, the U.S.-Japan Business Council, the French-American Business Council, and the President’s National Security Telecommunications Advisory Committee
From his experiences as the chief executive officer and chairman of the board of several large public companies, Mr. Brown has valuable knowledge in the areas of global business management and operations, as well as the chemicals industry, corporate governance, financial matters, information technology, investor relations and supply chain logistics. His past experience serving as a public company chairman and his knowledge of the chemicals industry make Mr. Brown uniquely qualified to be the Chairman of the Board.
Richard H. Brown
[MISSING IMAGE: PH_MARY-CRANSTON.JPG]
Director Since: 2015
Committee Memberships: Audit, Nominating & Corporate Governance (Chair)
Term of Office Expires: 2021
Age: 73
Business Experience:

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

McAfee, Inc. (2018 to present)

Visa, Inc. (2007 to present)

MyoKardia, Inc. (2016 to 2020)

International Rectifier Corporation (2008 to 2015)

Juniper Networks, Inc. (2007 to 2015)

Exponent, Inc. (2010 to 2014)

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

TABLE OF CONTENTS
  
  
[MISSING IMAGE: PH_CURTIS-CRAWFORD.JPG]
Director Since: 2015
Committee Memberships: Audit
Term of Office Expires: 2021
Age: 73
Business Experience:

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

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

ON Semiconductor (1999 to 2020)

Xylem Inc. (2011 to 2020)

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

ITT Corp.

Agilysys

Lyondell Petrochemical (1998 to 2015)

Author of three books on leadership and corporate governance

B. Kenneth West Lifetime Achievement Award, National Association of Corporate

Directors (NACD), (2011)

Outstanding Director, Financial Times (ODX) (2019)
Dr. Crawford has more than 20 years of board experience and has developed an expertise in corporate governance and boardroom leadership. As an executive of several companies, he gained experience in a range of fields including technological innovation and the chemicals industry. Dr. Crawford has developed comprehensive risk management programs for major corporations and also has substantial experience in financial matters, executive compensation and succession planning. From his experience as the president and chief executive officer of a consulting firm, he provides the Board with a unique perspective on corporate governance matters.
Curtis J. Crawford
[MISSING IMAGE: PH_DAWN-FARRELL.JPG]
Director Since: 2015
Committee Memberships: Audit, Compensation and Leadership Development,
Term of Office Expires: 2021
Age: 61
Business Experience:

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

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

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

Business Council of Alberta

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

TABLE OF CONTENTS
  
  
[MISSING IMAGE: PH_ERINNKANE-BWLR.JPG]
Director Since: 2019
Committee Memberships: Audit, Compensation and Leadership Development
Term of Office Expires: 2021
Age: 44
Business Experience:

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

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

Six Sigma and Process Engineering, Elementis Specialties and Kvaerner Process prior to 2002
Other Boards and Positions

American Institute of Chemical Engineers (2019 to present)

American Chemistry Council (2017 to present)
Ms. Kane led the spin-off of AdvanSix into an independent, NYSE-listed public company, including the appointment of an executive team, oversight of global business operations and strategy, creation of a best-practices corporate governance regime and Board of Directors function, structuring of compensation and succession planning, and the development of ERM and HSE programs.
Erin N. Kane
[MISSING IMAGE: PH_SEANDKEOHANE-BWLR.JPG]
Director Since: 2018
Committee Memberships:
Compensation and Leadership Development (Chair), Nominating and Corporate Governance
Term of Office Expires: 2021
Age: 53
Business Experience:

President and CEO, Cabot Corporation (2016 to present)

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

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

American Chemistry Council (2016 to Present)
Mr. Keohane has a deep understanding of the chemicals industry and international business. From his role as CEO of Cabot Corporation, Mr. Keohane brings expertise in commercial and operational excellence, a commitment to safety, health and environmental leadership, and a strong track record business development in international markets, particularly China. Mr. Keohane also has a deep knowledge and experience in commercializing technology, risk management and broad financial matters, including investor relations.
Sean D. Keohane
8

TABLE OF CONTENTS
  
  
[MISSING IMAGE: PH_MARKPVERGNANO-BWLR.JPG]
Director Since: 2015
Committee Memberships: President & CEO
Term of Office Expires: 2021
Age: 63
Business Experience:

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

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

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

Chairman American Chemistry Council (2020); Director (2015 to present)

Johnson Controls International plc (2016 to present); Johnson Controls, Inc. (2011 to 2016)

Chairman, National Safety Council (2017 to 2019); Director (2007 to 2020)
Mr. Vergnano has substantial leadership experience in the chemicals industry and in global business management and operations. He also brings knowledge and experience in technological innovation, risk management, corporate governance and financial matters. Through his former role with DuPont and his current role as the Company’s President and Chief Executive Officer, Mr. Vergnano has substantial knowledge of the Company and its industry.
Mark P. Vergnano
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF ITS NINE
DIRECTOR NOMINEES
9

TABLE OF CONTENTS
CORPORATE GOVERNANCE
Corporate Governance Highlights

Declassified Board in 2016 — all directors elected annually

8 of 9 director nominees are independent

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

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

Majority voting for uncontested elections with a director resignation policy

Executive sessions of independent directors at each regularly scheduled Board meeting

CRC commitments — additional progress and publications

Committee reassignments in February 2021

Elimination of supermajority voting provision submitted for shareholder vote

Director Ethnic/Diversity disclosures

ESG oversight added to the Nominating and Corporate Governance Committee Charter

Clawback and Anti-Hedging policies

Directors and Officers must meet share ownership guidelines

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

Annual Board and Committee self-evaluations

Board Refreshment — onboarded new directors in 2018 and 2019

Diversity — increased to 44% Board member diversity based on gender and ethnicity in 2019

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

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

Directors have access to the Company’s management and advisors, and are encouraged to visit the Company’s facilities

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

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

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

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

TABLE OF CONTENTS
Corporate Responsibility Commitment (“CRC”) Highlights

Launched industry wide scholarship and leadership development program, called The Future of STEM Scholars Initiative, in collaboration with American Institute of Chemical Engineers, American Chemistry Council, and HBCU Week Foundation

Awarded more than $370,000 in grants to our local communities through the Chemours COVID-19 Community Relief Fund

Employees in 13 countries dedicated more than 1,200 participation hours during our second global CRC Day, reinforcing that our individual actions support collective progress

Our U.S. and Mexico locations were certified as Great Places to Work for 2019 and 2020, based upon each location’s participant responses in August of the respective preceding years. For 2021, the Great Places to Work survey was delayed until November 2020 due to COVID-19, and Mexico was certified as a Great Place to Work for a third consecutive year.

12 Chemours teams were awarded our Catalyst for Better Award, a new company-wide award that celebrates technological innovations and solutions

Recognized as a safe shipper of hazardous materials for the fourth year in a row with the Non-Accident Release Grand Slam Award from the Association of American Railroads

Completed construction and start-up of a new thermal oxidizer at our Fayetteville Works site and verification testing to demonstrate 99%+ removal of fluorinated organic process emissions routed to the unit

Our Mechelen site converted its energy supply to 100% renewable electricity and carbon neutral natural gas

Published our third-party verified EVOLVE 2030 product sustainability methodology that we developed to assess the UN SDG contributions of our offerings

Received research grants under the European Commission Horizon 2020 program to advance technology development aimed at supporting a hydrogen supply chain

Launched new Chemours Supplier Code of Conduct and awarded our first Sustainable Supplier awards to three suppliers

Included SASB reporting metrics in our most recent GRI compliant Corporate Responsibility Commitment Index Report and improved our CDP climate rating to B

Received Silver certification from EcoVadis for the second year in a row
11

TABLE OF CONTENTS
Our 2030 Corporate Responsibility Commitment Goals
[MISSING IMAGE: TM219234D1-FC_PILLARS4CLR.JPG]
To view our Corporate Responsibility Commitment Report and learn more about our goals, go to:
https://www.chemours.com/en/about-chemours/corporate-responsibility
12

TABLE OF CONTENTS
Board Oversight of Corporate Responsibility
Because environmental, social, and governance (ESG) matters are integral to the growth and long-term success of the Company, we believe that a two-tiered level of oversight provides the best avenue to integrate ESG risks and opportunities into our overall business strategy, and help us meet the changing demands of all our stakeholders — customers, partners, investors, employees and communities. The Nominating and Corporate Governance Committee is now responsible for the oversight of the Company’s policies, processes performance metrics, and reporting in the areas of Corporate Responsibility, including environmental, social and governance. Our full Board is responsible for the oversight of our Corporate Responsibility strategy, standards, goals and performance. In addition, oversight of the enterprise risk management framework and cybersecurity risks is the responsibility of the Audit Committee. Oversight of a range of human capital management activities related to the effective recruitment, development and retention of the diverse talent necessary to support the long-term success of the Company is the responsibility of the Compensation and Leadership Development Committee.
Corporate Responsibility is embedded in our business processes, guides how we manage and operate our manufacturing sites, and inspires the new products and offerings we bring to market. Our growth strategy is directly linked to Corporate Responsibility so that we aim not only to grow, but to grow responsibly. Proposed corporate transactions and overall corporate strategy are reviewed by the full Board with input from management on ESG risks and opportunities. Our Board and its Committees receive regular updates from senior management on Corporate Responsibility matters, including environmental, health and safety (EHS), social issues, regulatory actions and product stewardship. Under the oversight of our Board, senior management continues to execute on our Corporate Responsibility commitments which focus on three key pillars — inspired people, a shared planet, and an evolved portfolio. With the Board’s guidance, we have developed and are advancing progress on goals for climate change, water stewardship, waste management, diversity and inclusion, safety, product sustainability and sustainable sourcing.
Board Leadership Structure
Mr. Richard H. Brown serves as the Chairman of the Board. The Company’s governing documents allow the roles of Chairman and Chief Executive Officer (“CEO”) to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separated or combined based upon the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. If the Board does not have an independent chairperson, the Board will appoint a Lead Independent Director and determine the Lead Independent Director’s duties and responsibilities. The Board will periodically consider the advantages of having an independent
Chairman or a combined Chairman and CEO and is open to different structures as circumstances may warrant.
At this time, the Board has determined that separating the roles of Chairman and CEO serves the best interests of Chemours and its shareholders. The Company’s CEO and senior management, working with the Board, set the strategic direction for Chemours, and the CEO provides day-to-day leadership. The independent Chairman leads the Board in the performance of its duties and serves as the principal liaison between the independent directors and the CEO.
Director Independence
The Nominating and Corporate Governance Committee of the Board is responsible for reviewing the qualifications and independence of members of the Board and its various Committees on a periodic basis, as well as the composition of the Board as a
whole. This assessment includes members’ qualifications as independent, as well as, consideration of skills and experience in relation to the needs of the Board. Director nominees are recommended to the Board by the Nominating and
13

TABLE OF CONTENTS
Corporate Governance Committee in accordance with the policies and principles in its Charter. The ultimate responsibility for selection of director nominees resides with the Board. The qualifications
that the Board considers when nominating directors is discussed in more detail under “Director Nominees and Director Qualification Standards” in this Proxy Statement.
Independent Directors
The Board assesses the independence of directors and examines the nature and extent of any relations between the Company and directors, their families and their affiliates. The Corporate Governance Guidelines provide that a director is “independent” if he or she satisfies the New York Stock Exchange (“NYSE”) Listing Standards on director independence and the Board affirmatively determines that the director has no material relationship with the
Company (either directly, or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has determined that, with the exception of Mark Vergnano, the Company’s CEO, each of the directors — Curtis V. Anastasio, Bradley J. Bell, Richard H. Brown, Mary B. Cranston, Curtis J. Crawford, Dawn L. Farrell, Erin N. Kane and Sean D. Keohane — is independent.
Independent Committees
All members serving on the Audit Committee, the Compensation and Leadership Development Committee and the Nominating and Corporate Governance Committee must be independent as defined by the Corporate Governance Guidelines.
In addition, Audit Committee members must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) relating to audit committees. Each Compensation and Leadership Development
Committee member must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees, and be a “non-employee director” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Board has determined that each member of the Audit Committee, the Compensation and Leadership Development Committee and the Nominating and Corporate Governance Committee meets the requisite independence and related requirements.
Oversight of Risk Management
The Board of Directors is responsible for oversight of risk management and its leadership structure supports its effective oversight of the Company’s risk management. In fulfilling its oversight responsibility, the Board receives various management and Board Committee reports and engages in periodic discussions with the Company’s officers, as it may deem appropriate. In addition, each of the Board Committees considers the risks within its areas of responsibility. For example, the Audit Committee focuses on risks inherent in the Company’s accounting, financial reporting and internal controls and reviews the Company’s cybersecurity and information security programs; and the Compensation and Leadership Development Committee considers the risks that may be implicated by the Company’s incentive compensation program. The Compensation and Leadership Development Committee’s assessment of risk related to compensation practices is discussed in more detail in
the “Compensation Discussion and Analysis” section of this Proxy Statement. The Nominating and Corporate Governance Committee provides oversight regarding the Company’s policies on political contributions and lobbying expenses. The Nominating and Corporate Governance Committee is also responsible for reviewing transactions between the Company and related persons, which is discussed in more detail under “Certain Relationships and Transactions” in this Proxy Statement.
Pursuant to its Charter, the Audit Committee assists the Board of Directors in oversight of the Company’s compliance with legal and regulatory requirements. In fulfilling this role, the Audit Committee reviews with the Company’s General Counsel or the attorney(s) designated by the General Counsel, any legal matters that may have a material impact on the Company’s financial statements. The Audit
14

TABLE OF CONTENTS
Committee also meets at least annually with the Chief Financial Officer (“CFO”) and other members of management, as the Audit Committee deems appropriate, to discuss in a general manner the policies and practices that govern the processes by which major risk exposures are identified, assessed, managed and controlled on an enterprise-wide basis. The Audit Committee reviews and discusses with
management the Company’s cybersecurity and information security programs. Additionally, on a general basis not less than annually, the Audit Committee reviews and approves the Company’s decisions, if any, to enter into swaps, including security-based swaps, in reliance on the “end-user” exception from mandatory clearing and exchange trading requirements.
Succession Planning
The Board plans for succession to the position of CEO. The Compensation and Leadership Development Committee, on behalf of the Board, oversees the succession planning process. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO, as well
as, perspective on potential candidates from outside the Company. The Board has available, on a continuing basis, the CEO’s recommendation should he or she be unexpectedly unable to serve.
The CEO also provides the Board with an assessment of potential successors to key positions.
Director Education
New directors participate in an orientation process to become familiar with the Company and its strategic plans and businesses, significant financial matters, core values including ethics, compliance programs, corporate governance practices and other key policies and practices through a review of
background materials, meetings with senior executives and visits to Company facilities. The Nominating and Corporate Governance Committee is responsible for providing guidance on directors’ continuing education, and actively monitors and encourages director education opportunities.
Code of Conduct
The Company is committed to high standards of ethical conduct and professionalism, and the Company’s Code of Conduct confirms the commitment to ethical behavior in the conduct of all activities.
In furtherance of this commitment, the Company has adopted a Code of Conduct, a Code of Business Conduct and Ethics for the Board of Directors, and a Code of Ethics for the CEO, CFO and Controller.

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

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

The Code of Ethics for the CEO, CFO and Controller applies to those three executive officers. This Code sets forth the standards of conduct that the CEO, CFO and Controller must uphold while performing his or her duties
15

TABLE OF CONTENTS

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

In order to continuously improve and evolve its compliance program, the Company engages in regular risk assessments and conducts root cause analyses of any confirmed instances of ethical misconduct
In fiscal year 2020, there were no waivers of any provisions of  (i) the Code of Conduct; (ii) the Code of Business Conduct and Ethics for the Board of
Directors; or (iii) the Code of Ethics for the CEO, CFO and Controller. In the event the Company amends or waives any provision of any Code of Conduct or Code of Ethics that relates to any element of the definition of  “code of ethics” enumerated in Item 406(b) of Regulation S-K promulgated under the Exchange Act, the Company intends to disclose these actions on the Company website at www.chemours.com.
Shareholder Engagement
We maintain a very active and broad-based investor relations outreach program to solicit input and to communicate with shareholders on a variety of topics related to our business and strategy. We also speak to shareholders about governance matters, including our corporate governance profile and our corporate responsibility commitments. Throughout the year, our
investor relations team and some of our executive officers and other key employees speak with shareholders at investor conferences, in-person meetings and phone conversations. We will continue to engage with shareholders on business, strategy, governance and other relevant topics.
Policy on Hedging Transactions
We have adopted a policy that prohibits all officers and directors and all employees that receive or have access to material nonpublic information about the Company from engaging in transactions in publicly traded options, puts, calls or other derivative
securities and from entering into hedges or swaps involving the Company’s securities. Officers and Directors are also prohibited from pledging Chemours securities as collateral for a loan without special exception.
16

TABLE OF CONTENTS
BOARD STRUCTURE AND COMMITTEE COMPOSITION
The Board has nine Directors and three standing Committees: the Audit Committee, the Compensation and Leadership Development Committee, and the Nominating and Corporate Governance Committee.
The table below reflects the composition of each Committee in fiscal year 2020, and the number of meetings held by each Committee during fiscal year 2020. Richard H. Brown, as Chairman of the Board, and Mark P. Vergnano, as President and Chief Executive Officer, are not members of any Committee.
Audit Committee
Compensation and Leadership
Development Committee
Nominating and
Corporate Governance
Committee
Curtis V. Anastasio
X
X
Bradley J. Bell
C
X
Mary B. Cranston
X
C
Dr. Curtis J. Crawford
X
C
Dawn L. Farrell
X
X
Erin N. Kane
X
X
Sean D. Keohane
X
X
2020 Meetings
4
9
4
X = Member
C = CHAIR
The Board met 10 times during fiscal year 2020. Each of the directors attended over 75% of the Board meetings and meetings of the Committees on which they served. The Company’s Corporate Governance Guidelines provide that directors are expected to attend meetings of the Board, its Committees on which they serve, and the Annual Meeting of Shareholders.
Each Committee operates under a written charter. The Charters are available on the Company’s corporate website, www.chemours.com, under the heading “Investor Relations” and subheading “Corporate Governance.” The principal functions of each Committee are summarized below.
Audit Committee
The responsibilities of the Audit Committee are more fully described in the Audit Committee Charter and include, among other duties, the fulfillment of its and the Board’s oversight responsibilities relating to:

The integrity of the financial statements of the Company

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

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

Compliance by the Company with legal and regulatory requirements

Conducting an annual Committee self- assessment and an assessment of the independent audit firm, and reporting the results to the full Board
The Audit Committee consists entirely of independent directors, and each meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. Each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment. Additionally, the Board of Directors has determined, in its business judgment, that each member of the Audit Committee is an “audit committee financial expert” for purposes of the rules of the SEC.
17

TABLE OF CONTENTS
Compensation and Leadership Development Committee
The responsibilities of the Compensation and Leadership Development Committee are more fully described in the Compensation and Leadership Development Committee Charter and include, among other duties:

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

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

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

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

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

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

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

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

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

Conduct an annual Committee self-assessment and an assessment of the independent compensation consultant and report the results to the full Board
The Compensation and Leadership Development Committee consists entirely of independent directors, and each member meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees; and is a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2020, none of the members of the Compensation and Leadership Development Committee was an officer or employee of the Company. No executive officer of the Company served on the compensation committee (or other
board committee performing equivalent functions) or on the board of directors of any company having an executive officer who served on the Compensation and Leadership Development Committee or the Board.
18

TABLE OF CONTENTS
Nominating and Corporate Governance Committee
The responsibilities of the Nominating and Corporate Governance Committee are more fully described in the Nominating and Corporate Governance Committee Charter and include, among other duties:

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

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

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

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

Oversee the Company’s policies, performance, and reporting in the areas of corporate responsibility, including environmental, social and governance

Conduct an annual assessment of the Committee’s performance, oversee the self- evaluation process of the entire Board of Directors and its other Committees, establish the evaluation criteria, implement the process and report its findings on the process to the Board of Directors
The Nominating and Corporate Governance Committee consists entirely of independent directors, and each meets the independence requirements set forth in the NYSE Listing Standards.
19

TABLE OF CONTENTS
DIRECTOR COMPENSATION
Overview
Non-employee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of shareholders. The Nominating and Corporate Governance Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation.
During fiscal year 2020, non-employee directors were entitled to the following annual retainers:
Fiscal Year 2020 Director Retainers
Annual Retainer(1) $ 100,000
Annual Equity Award(2) $ 145,000
Non-Executive Chairman Retainer(1) $ 110,000
Audit Committee Chair Retainer(1) $ 20,000
Compensation and Leadership Development Committee Chair Retainer(1) $ 15,000
Nominating and Corporate Governance Committee Chair Retainer(1) $ 15,000
(1)
Amounts payable in cash may be deferred pursuant to The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (the “Directors Deferred Compensation Plan”), which is described further below.
(2)
Equity awards are valued as of the grant date and rounded down to the nearest whole share. Equity awards may be deferred pursuant to Directors Deferred Compensation Plan. For 2020, equity awards were in the form of shares of common stock or for directors who elected to defer their equity awards, deferred stock units (DSUs) that convert into shares of common stock when a director leaves the Board or on a grant date anniversary selected by the director. Before DSUs are converted into shares, directors are not entitled to dividends on the DSUs, but they receive dividend equivalents (credited in the form of additional DSUs) that likewise are converted into shares (with any fractional share paid in cash) upon termination of service or on a grant date anniversary selected by the director.
The above fees assume service for a full year. Directors who serve for less than the full year are entitled to receive a pro-rated portion of the applicable payment. Each “year,” for purposes of non-employee director compensation, begins on the date of the Company’s annual meeting of shareholders. The Company does not pay meeting fees, but does pay for or reimburse directors for reasonable expenses related to Board service, including for attending Board, Committee, educational and Company business meetings.
During 2020, the Nominating and Corporate Governance Committee reviewed, after consultation with the independent compensation consultant Willis Towers Watson, the annual amount of the non-employee director equity compensation and recommended to the Board no changes. The Board believes the compensation program is in the best interest of the Company and designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of shareholders.
The Board has adopted share ownership guidelines applicable to non-employee director equity awards. The share ownership guidelines, contained in the Corporate Governance Guidelines, require non-employee directors to hold at least six (6) times the cash portion of their annual retainer worth of Chemours common stock, restricted stock units (RSUs) and/or DSUs while serving as a director. Non-employee directors will have five (5) years to attain this ownership threshold from the time of their election to the Board.
20

TABLE OF CONTENTS
The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors
Under the Stock Accumulation and Deferred Compensation Plan for Directors, a director is eligible to defer all or part of his or her Board retainer and Committee Chair fees in an interest-bearing notional cash account or stock units until a future year or years, payable in a lump sum or equal annual installments. Interest will accrue on the notional cash account at a rate corresponding to the average 30-year Treasury securities rate applicable for the quarter (or at such other rate as may be specified by the Compensation Committee from time to time) with quarterly compounding. Note: the Committee has not established an alternate weight. Dividend equivalents will accrue on deferred stock units. This deferred compensation is an unsecured obligation of the Company.
2020 Director Compensation Table
The following table shows information concerning the compensation paid in fiscal year 2020 to non-employee directors:
Director(1)
Fees Earned or
Paid in Cash
($)(2)
Equity Awards
($)(3)
Total
($)
Curtis V. Anastasio 100,000 145,000 245,000
Bradley J. Bell 120,000 145,000 265,000
Richard H. Brown 210,000 145,000 355,000
Mary B. Cranston 115,000 145,000 260,000
Curtis J. Crawford 115,000 145,000 260,000
Dawn L. Farrell 100,000 145,000 245,000
Erin N. Kane 100,000 145,000 245,000
Sean D. Keohane 100,000 145,000 245,000
(1)
During fiscal year 2020, Mr. Vergnano was an employee of the Company and, as such, did not receive separate or additional compensation for his service as a director. See “Executive Compensation” in this Proxy Statement for information relating to the compensation paid to Mr. Vergnano during fiscal year 2020.
(2)
Column reflects all cash compensation earned during fiscal year 2020, whether or not payment was deferred pursuant to the Directors Deferred Compensation Plan.
(3)
This column represents the dollar amount recognized for financial statement reporting purposes with respect to fiscal year 2020 in accordance with FASB ASC 718 as the grant date fair value of compensation earned by directors in the form of DSUs of Chemours common stock or shares of common stock. This value is determined by dividing the annual equity award amount by the closing share price on the date of grant and rounding down to the next whole share, then multiplying by the closing share price on the grant date.
The aggregate number of RSUs and DSUs held by each non-employee director at fiscal year-end is as follows:
Name
Aggregate Equity RSUs and DSUs
Outstanding as of December 31, 2020
Curtis V. Anastasio 46,662
Bradley J. Bell 43,060
Richard H. Brown 86,421
Mary B. Cranston 49,712
Curtis J. Crawford 86,421
Dawn L. Farrell 49,712
Erin N. Kane 21,645
Sean D. Keohane 20,971
21

TABLE OF CONTENTS
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Directors and Management
The following table sets forth information with respect to the beneficial ownership of Chemours’ common stock as of March 2, 2021 by each of the Company’s directors and nominees, named executive officers, and all directors and executive officers as a group.
Amount and nature of beneficial ownership:
Name of beneficial owner
Direct(1)
Indirect(2)
Right to
acquire(3)
Total
Percent of
class
Mark P. Vergnano 251,170 512,076 1,629,178 2,392,424 1.45%
Mark E. Newman 135,024 2,480 563,577 701,081
*
Sameer Ralhan 253,510 231,799 485,309
*
Edwin Sparks 8,712 47,476 56,188
*
David C. Shelton 38,921 71,992 190,538 301,451
*
Curtis V. Anastasio 2,692 3,500 46,662 52,854
*
Bradley J. Bell 6,410 20,400 52,106 78,916
*
Richard H. Brown 20,000 125,343 145,343
*
Mary B. Cranston 2,834 49,712 52,546
*
Curtis J. Crawford 30 47 101,678 101,755
*
Dawn L. Farrell 49,712 49,712
*
Erin N. Kane 21,645 21,645
*
Sean D. Keohane 20,971 20,971
*
Directors, nominees and executive officers as a group (17 persons)
745,130 610,495 3,240,046 4,595,671 2.78%
*
Indicates ownership of less than 1% of the outstanding shares of Chemours common stock. Each of the Company’s executive officers and directors may be contacted at 1007 Market Street, Wilmington, DE 19801.
(1)
Shares held individually or jointly with others, or in the name of a bank, broker or nominee for the individual’s account.
(2)
Shares over which directors, nominees and executive officers may be deemed to have or share voting or investment power, including shares owned by trusts and certain relatives.
(3)
Shares which directors and executive officers had a right to acquire beneficial ownership of within 60 days from March 2, 2021, through the exercise of stock options or through the conversion of stock units held under the Company’s equity-based compensation plans.
22

TABLE OF CONTENTS
Security Ownership of 5% Beneficial Owners
Based solely on the information filed on Schedule 13G for the fiscal year ended December 31, 2020, the following table sets forth those shareholders who beneficially own more than five percent of Chemours common stock.
Name and Address of Beneficial Owner
Number of Shares
Beneficially Owned
Percent of Class(5)
FMR LLC(1),
245 Summer Street
Boston, MA 02210
23,599,616 14.31%
The Vanguard Group(2),
100 Vanguard Blvd.,
Malvern, PA 19355
15,230,135 9.23%
BlackRock, Inc(3),
55 East 52nd Street,
New York, NY 10055
13,627,874 8.26%
Sessa Capital(4),
888 Seventh Avenue, 30th Floor,
New York, NY 10019
9,472,110 5.74%
(1)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 5, 2021, FMR LLC reported that it had sole voting power with respect to 616,552 shares and sole dispositive power with respect to 23,599,616 shares as of December 31, 2020.
(2)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 8, 2021, The Vanguard Group reported that it had shared voting power with respect to 113,051 shares, sole dispositive power with respect to 14,987,239 shares, and shared dispositive power with respect to 242,896 shares as of December 31, 2020.
(3)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on January 28, 2021, BlackRock, Inc. reported that it had sole voting power with respect to 13,064, 432 shares and sole dispositive power with respect to 13,627,874 shares as of December 31, 2020.
(4)
Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 8, 2021, Sessa Capital reported that it had sole voting power with respect to 9,472,110 shares, and sole dispositive power with respect to 9,472,110 shares as of December 31, 2020
(5)
Ownership percentages based on 164,920,648 shares outstanding as of December 31, 2020.
23

TABLE OF CONTENTS
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Name
Position
Mark Vergnano President and Chief Executive Officer
Mark Newman Senior Vice President, Chief Operating Officer
Sameer Ralhan Senior Vice President, Chief Financial Officer
Edwin Sparks President, Chemical Solutions and Fluoroproducts
David Shelton Senior Vice President, General Counsel and Corporate Secretary
This Compensation, Discussion and Analysis is organized into five sections:

Executive Summary

Executive Compensation Philosophy and Pay-for-Performance

Executive Compensation Decision Making

2020 Executive Compensation

Company Sponsored Employee Benefits
Executive Summary
2020 Business Highlights
Our 2020 Results include:

Net Sales of  $5.0 billion

GAAP Net Income of  $219 million

Adjusted Net Income of  $329 million

Adjusted EBITDA of  $879 million
Net sales were $5.0 billion for the year ended December 31, 2020 compared with $5.5 billion for the same period in 2019, reflecting lower prices across all four segments, lower volumes across three of our four segments, and portfolio changes in our Chemical Solutions segment. In our Titanium Technologies segment, volumes increased, driven by share regain in the first quarter of 2020, partially offset by lower global customer demand for our Ti-PureTM TiO2 in the second quarter of 2020, as COVID-19 negatively impacted end-market demand from our customers. Volumes also increased in the second half of 2020, driven by the early stages of market recovery and likely incremental share gains. Prices declined in our Titanium Technologies segment due to customer, channel, and product mix, as well as targeted price reductions in response to market conditions in early 2019. In our Thermal & Specialized Solutions and Advanced Performance Materials segments, volumes declined due to lower global customer demand for our refrigerants and fluoropolymers, respectively, as initial softness in the automotive and other global end-markets was compounded by the negative impact of COVID-19 on end-market demand from our customers across several market sectors. Prices declined in both segments due to product and customer mix, as well as market weakness in certain geographies. Specific to Thermal & Specialized Solutions, prices also declined due to contractual price adjustments for our refrigerants. In our Chemical Solutions segment, portfolio change drove a reduction in net sales, following our exit of the Methylamines and Methylamides business at our Belle, West Virginia production facility. Volumes decreased in the Chemical Solutions segment due to the adverse impacts of the COVID-19 pandemic on the operations of several mining customers and overall end-market demand, while prices also declined, driven by market dynamics.
GAAP net income increased from $(52) million in 2019 to $219 million in 2020, as the year ended December 31, 2019 included two significant fourth-quarter charges: a $380 million charge related to the transfer of a significant portion of the Netherlands pension plan obligations to a third-party asset management firm and a $132 million charge for on-site remediation at our Fayetteville site. Adjusted Net Income decreased from $419 million in 2019 to $329 million in 2020, and adjusted earnings before interest, income taxes, depreciation, and amortization (“Adjusted EBITDA”) decreased from $1.02 billion in 2019 to $879 million in 2020. These decreases in earnings were primarily attributable to the aforementioned reductions in our consolidated net sales and higher costs for
24

TABLE OF CONTENTS
certain raw materials in our Titanium Technologies segment, partially offset by our cost reductions and savings initiatives in response to the COVID-19 pandemic, enhanced operational performance at certain of our operating facilities, additional production of our OpteonTM refrigerants at our Corpus Christi, Texas facility, and structural cost reductions.
Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” starting on page 71 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for a reconciliation of Adjusted EBITDA and Adjusted Net Income to the most directly comparable GAAP measure.
2020 Executive Compensation Highlights
Chemours’ executive pay programs are highly performance-based, with payouts under both the short-term and long-term programs dependent on meeting financial and operational objectives over various performance periods.
Named Executive Officer (“NEO”) Compensation

In early 2020, Edwin Sparks received adjustments to his base salary and short-term incentive opportunities. The Compensation and Leadership Development Committee believed these changes were appropriate after a careful review of 2019 performance, internal equity, job responsibilities and competitive market data. As a result, Edwin Sparks’ 2020 base pay increased to $550,000 and his short-term incentive target to $412,500.

In addition, three one-time grants were awarded. Edwin Sparks received a one-time equity performance award of  $500,000 in RSUs in March, reflecting the outcomes delivered by the restructuring work to address Fluoroproducts cost structure. Edwin Sparks and Sameer Ralhan each received one-time equity awards of  $1,000,000 in RSUs in December, as retention grants given market conditions. All awards are subject to a three-year cliff vest.

No other changes were made to NEO compensation during the year.
Annual Incentive Plan (“AIP”)

The Compensation and Leadership Development Committee modified the AIP to focus the Business Unit measures on the key performance targets for the year. While the mix of corporate and BU metrics remained the same 25%/75% (Corporate/BU), the weights and measures were adjusted to reflect business priorities. Chemical Solutions BU Revenue was replaced by BU Adjusted EBITDA. Slightly more weight was placed on Fluoroproducts Revenue (6.25%) and was removed from BU Free Cash Flow. Finally, a BU Revenue Share metric was introduced in our Titanium Technologies AIP which replaced the TVS strategic objectives measure.
For Chemours as a whole, the measures remained as Free Cash Flow and Adjusted EBITDA as the Compensation and Leadership Development Committee believes these measures reinforce the importance of earnings and cash generation to the achievement of Chemours’ objectives, as well as their importance to shareholders.

Performance against AIP targets were slightly below overall targets in 2020. However, when factoring the effects of the global pandemic on business results, the performance should be viewed favorably. 2020 financial measures and targets under the AIP, along with results for the year, are listed below. AIP results are reflective of the changing circumstances of the business and macroeconomic challenges. As a result, AIP payouts to NEOs varied based on the performance of Chemours and the Individual Business Units. The target for Free Cash Flow was exceeded in each case with the exception of Titanium Technologies which fell short at 93% of target. Specifically, Corporate performance was achieved at 89% exceeding expectations for Free Cash Flow while falling short on Adjusted EBITDA. Chemical Solutions achieved 87% exceeding threshold for both BU measures. Fluoroproducts and Titanium Technologies had mixed results failing to meet threshold on one of the BU measures resulting in 80% and 63% achievement, respectively.
25

TABLE OF CONTENTS
[MISSING IMAGE: TM219234D1-BC_PERFORM4CLR.JPG]
Long-Term Incentives

In the Performance Share Unit (“PSU”) Plan, the Compensation and Leadership Development Committee approved no plan design changes from the previous year. The metrics of the plan remained Adjusted Net Income and Free Cash Flow Conversion. TSR remains a modifier on the plan and continues to range from 0.5 to 1.5

Consistent with the 2019 PSU Plan, the Compensation and Leadership Development Committee once again approved a three-year performance period reflecting the long-term nature of the plan.

The overall performance result for the 2018 PSU Award was 17%. The payout for this award was based on pre-established annual and three-year targets for Adjusted EBITDA and Pre-Tax Return on Invested Capital (“ROIC”). Under the 2018 PSU Award, performance results were subject to adjustment by Relative TSR over the three-year performance period for performance above the 75th percentile or below the 25th percentile. Over the three-year period ending December 31, 2020, Chemours delivered Relative TSR at the 4th percentile for the peer group described in the section titled “2018 PSU Award Results”. The level of Relative TSR performance resulted in a 0.75 modifier being applied to the 2018 PSU Award payout.
26

TABLE OF CONTENTS
Executive Compensation Governance and Best Practices
Chemours’ executive compensation policies and practices demonstrate a commitment to strong governance standards and include features designed to mitigate compensation-related risks. The table below highlights the key features of Chemours’ executive compensation programs and those features that Chemours does not employ:
What Chemours Does
What Chemours Doesn’t Do

Pay-for-performance

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

Deliver total direct compensation predominantly through variable pay

Re-price underwater stock options

Set challenging short- and long-term incentive award goals

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

Target pay and benefits to market competitive levels

Have a liberal share recycling provision in our equity plan

Maintain robust stock ownership requirements

Maintain a clawback policy for incentive-based compensation

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

Undertake an annual review of compensation risk

Offer limited perquisites

Regularly review compensation, especially incentive compensation to ensure continued alignment with Chemours’ strategy
2020 “Say on Pay” Vote Result
At Chemours’ 2020 Annual Meeting, shareholders approved the Company’s “Say-on-Pay” proposal with 94% of the votes cast in support of the executive compensation program. The Compensation and Leadership Development Committee is committed to regularly reviewing the program in the context of Chemours’ compensation philosophy and will continue to consider shareholder input in evaluating executive compensation program design and decisions.
Executive Compensation Philosophy and Pay-for-Performance
Executive Compensation Philosophy
The objectives of Chemours’ executive compensation philosophy are rooted in:

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

Providing a competitive total compensation opportunity designed to attract, retain and motivate high- performing executive talent
27

TABLE OF CONTENTS
These objectives are achieved through fixed and variable compensation elements. The Compensation and Leadership Development Committee determines the appropriate balance between these elements in setting the total compensation opportunity for executives:
Element
Purpose and Key Features
Base Salary

Salary paid in cash

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

Compensates for expected day to day contribution

Supports equitable pay practices
Annual Incentive Plan (“AIP”)

Bonus earned and awarded annually

Creates a variable incentive opportunity as a portion of the executive compensation package

Reinforces and rewards executives for delivering key business goals which are short term in nature

Pays only when minimum performance criteria are met and pays above market when target performance criteria are exceeded

Focuses on quantitative metrics but includes qualitative metrics when appropriate

Includes a mix of corporate and business unit metrics.
Long-Term Incentive Program (“LTIP”)

Bonus earned and awarded periodically in various forms of equity: RSU’s, Performance Shares, and or Stock Options

Creates a compensation opportunity aligned with the interests of our long-term shareholders

Provides incentive to achieve sustained performance and growth

Rewards executives for delivering total shareholder return
Pay Mix at Target
The Committee believes that aligning executive incentive payouts with Chemours’ performance outcomes is critical for shareholders. Accordingly, the targets under the annual and long-term incentive programs represent rigorous performance expectations that are aligned to short and long-term financial and strategic goals.
To reinforce Chemours’ pay-for-performance philosophy, the total compensation program for executives emphasizes at-risk incentive pay and, therefore, fluctuates with financial results and stock price. This approach aligns the pay outcomes of executives with Company performance and shareholder interests. The charts that follow illustrate the percentage of target pay at-risk for the CEO and other NEOs on average.
[MISSING IMAGE: TM219234D1-BC_CEONEO4CLR.JPG]
87% of CEO target total pay in 2020 was at risk while target total pay for our other NEOs was on average 72% at risk.
28

TABLE OF CONTENTS
CEO Pay for Performance
The chart below demonstrates the relationship between Mr. Vergnano’s pay and Chemours’ TSR in 2016, 2017, 2018, 2019 and 2020. Target Pay ($6 million in 2016, $7.8 million in 2017, $7.9 million in 2018, $8 million in 2019 and $8 million in 2020) refers to the target pay program approved by the Compensation and Leadership Development Committee regarding base salary, annual incentive, and equity awards. Realizable Pay ($18.8 million in 2016, $10.6 million in 2017, $4.0 million in 2018, $2.6 million in 2019 and $14.2 million in 2020) is defined as actual W-2 base salary, actual annual incentive payment for performance in that year (paid in following year), and the value of equity awards at the end of the period. Stock options are valued based on the in-the-money value of options granted during that year (the spread between end-of-year stock price and grant price). Performance Share Units (“PSUs”) are valued based on the number of PSUs awarded during that year (i.e. target # of PSUs), valued at the stock price at the end of the year.
[MISSING IMAGE: TM219234D1-BC_CEOPAY4CLR.JPG]
The value of Mr. Vergnano’s equity awards varied at the end of each fiscal year based on changes in the stock price from the date of grant. This, combined with variable annual incentive payouts, contributes to different levels of Realizable Pay value. The Compensation and Leadership Development Committee believes the pay outcomes for the CEO are aligned with shareholder interests over the time periods reported.
29

TABLE OF CONTENTS
Executive Compensation Decision Making
The Chemours Compensation and Leadership Development Committee applies the following factors to guide executive compensation decisions:

Company performance and strategic objectives

Independent external market data

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

Establish executive compensation philosophy

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

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

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

Assess performance of the CEO

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

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

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

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

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

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

Participate in meetings as requested and communicate with the Chair of the Compensation and Leadership Development Committee between meetings

Evaluate executive compensation policies and guidelines and provide analysis of policies and guidelines compared to best practices in the industry

Engaged by, and reports directly to the Compensation and Leadership Development Committee
30

TABLE OF CONTENTS
Independent Compensation Consultant
The Compensation and Leadership Development Committee has engaged Willis Towers Watson as its independent compensation consultant since April 2017. Willis Towers Watson is engaged by and reports directly to the Compensation and Leadership Development Committee, which may replace the firm or hire additional consultants at any time.
The Compensation and Leadership Development Committee and the other independent directors of Chemours’ Board are the sole decision makers for compensation of executive officers.
The Committee has assessed the independence of Willis Towers Watson based on NYSE Listing Standards and SEC rules and concluded that its work does not raise any conflict of interest.
Peer Group Selection and Competitive Positioning
In making compensation decisions, the Compensation and Leadership Development Committee considers competitive market data from a compensation peer group of companies as one of several reference points. Compensation peer group data is supplemented with broader chemical industry and general industry data. The selection of the compensation peer group is composed of publicly-traded U.S. based companies with similar scale (generally 0.25x to 4x on market capitalization), revenue (generally 0.5x to 2x), industry, and business characteristics reflecting Chemours’ current state as well as its business direction.
For compensation decisions made in 2020, the compensation peer group consisted of the following companies:
Albemarle Corporation Olin Corporation
Ashland Global Holdings Inc. PPG Industries, Inc.
Avient Corporation RPM International Inc.
Axalta Coating Systems Ltd. The Sherwin-Williams Company
Cabot Corporation Trinseo S.A.
Celanese Corporation Tronox Limited
Eastman Chemical Company Venator Materials PLC
Huntsman Corporation Westlake Chemical Corporation
Chemours generally targets the market median for target total direct compensation and each of base salary, target total cash compensation, and target total long-term incentives for senior officers and NEOs. Ultimately, the Compensation and Leadership Development Committee has the flexibility to pay above or below the market median based on a variety of factors including an executive’s scope of responsibility, experience level, the critical need for retention, sustained performance over time, potential for advancement as part of key succession planning processes, and other unique factors.
The Compensation and Leadership Development Committee reviews the composition of the compensation peer group regularly to ensure that it remains suitable and appropriate. With the assistance of its independent compensation consultant, the Compensation and Leadership Development Committee conducted a review of the peer group in July 2020. The Committee felt the peer group remained relevant. It was approved with no changes from the previous year.
2020 Executive Compensation
2020 CEO Compensation Highlights
Early in 2020, the Compensation and Leadership Development Committee reviewed and recommended Mr. Vergnano’s 2020 target total direct compensation opportunity, considering the following:

Company performance in 2019

Mr. Vergnano’s individual performance

External market competitiveness
31

TABLE OF CONTENTS
The Compensation and Leadership Development Committee recommended maintaining Mr. Vergnano’s total direct compensation package at the same levels as 2019. Mr. Vergnano’s target total direct compensation was approved by the Board of Directors in February 2020:
2019
2020
Base Salary $1,050,000 $1,050,000
Target AIP Opportunity $1,365,000 (130% of salary) $1,365,000 (130% of salary)
Target LTI Opportunity (Grant Value) $5,600,000 $5,600,000
Target Total Direct Compensation $8,015,000 $8,015,000
Mr. Vergnano’s actual 2020 AIP award earned in 2020 is $1,207,479 which is reflective of the company performance outcomes noted previously. In 2020, 60% of Mr. Vergnano’s total long-term incentive opportunity was delivered in Performance Share Units (“PSUs”), with vesting and performance results based on the achievement of Adjusted Net Income and Free Cash Flow Conversion financial goals, as well as Relative TSR over a three-year period. The remaining 40% of Mr. Vergnano’s long-term incentive opportunity was delivered in non-qualified stock options, which vest annually in three equal installments from the date of grant.
In April, with the recommendation of the Committee, the Board approved a temporary indefinite decrease of Mr. Vergnano’s base salary of 40% effective May 1st. This action was taken due to the business uncertainty caused by the global pandemic. As business conditions improved, the Board approved the reinstatement of the temporary reduction effective September 1st. As business conditions continued to improve, the Board in December approved the payment of the temporary reduction of salary (40% of May through August) via a one-time payment in December. The net effect of these actions was that Mr. Vergnano’s earned base salary for the year aligned to the Board approved base salary.
2020 Base Salaries of the Other NEOs
Base salaries for the NEOs are intended to be competitive with the market in order to attract and retain the executive talent needed to successfully manage daily business operations. The Compensation and Leadership Development Committee reviews base salaries for NEOs annually. NEOs’ base salaries reflect the scope of responsibilities, experience, achievement of individual strategic objectives, and external market competitiveness. Base salaries represent a small portion of a NEO’s overall compensation.
In early 2020, after considering external market pay data, internal equity and performance, the Compensation and Leadership Development Committee approved a base salary increase for Mr. Sparks’ 2020 base pay increases to $550,000 (an increase of 15.8%). No other adjustments were approved for the NEOs.
In April, the Committee approved a temporary indefinite decrease of the NEO’s base salaries of 30% effective May 1st. This action was taken due to the business uncertainty caused by the global pandemic. As business conditions improved, the Committee approved the reinstatement of the temporary reduction effective September 1st. As business conditions continued to improve, the Committee in December, approved the payment of the temporary reduction of salary (30% of May through August) via a one-time payment in December. The net effect of these actions was that the NEO’s earned base salaries for the year aligned to the Committee approved base salaries.
NEO
Base Salary ($)
(as of December 31,
2019)
Base Salary ($)
(as of December 31,
2020)
Mark Newman $ 700,000 $ 700,000
Sameer Ralhan $ 575,000 $ 575,000
David Shelton $ 500,000 $ 500,000
Edwin Sparks $ 475,000 $ 550,000
Annual Incentive Plan (AIP)
Chemours’ annual incentive plan is designed to reward executives for achieving and exceeding annual financial performance goals. Under the AIP, each NEO has a target annual incentive opportunity, expressed as a percentage of base salary. Incentive targets are determined based on the Compensation and Leadership Development Committee’s review of peer group practices, chemical industry data from proprietary third-party
32

TABLE OF CONTENTS
surveys, and the position and scope of responsibilities of each NEO. Incentive targets are reviewed annually. NEO AIP target opportunity (as a percentage of salary) remained unchanged for 2020.
The following table summarizes 2020 AIP targets:
NEO
2019 Annual Incentive
Target (as % of
Base Salary)
2020 Annual Incentive
Target (as % of
Base Salary)
Mark Newman 90% 90%
Sameer Ralhan 80% 80%
David Shelton 70% 70%
Edwin Sparks 75% 75%
After careful review, the Compensation and Leadership Development Committee made changes to the annual incentive plan design in 2020 to better align AIP payouts for Business Unit Presidents to the results of their respective businesses.
Incentive Formula
Actual cash annual incentive awards for NEOs in 2020 were determined using the formulas shown below. The calculation of award payments for each NEO is determined based on Chemours’ financial performance or a combination of Chemours and Business Unit performance. There is no individual performance component for NEOs. The Compensation and Leadership Development Committee may use discretion to reduce payout.
AIP awards for Messrs. Vergnano, Newman, Ralhan and Shelton are determined as follows:
[MISSING IMAGE: TM219234D1-FC_TARGETBW.JPG]
AIP awards for Mr. Sparks are determined as follows (with the relevant business unit being Fluoroproducts)
[MISSING IMAGE: TM219234D1-FC_TARGET1BW.JPG]
Performance Measures
For 2020, the Compensation and Leadership Development Committee determined Adjusted EBITDA and Free Cash Flow remained the appropriate measures for the Chemours Corporate Performance, as they directly reflect Chemours’ goals of promoting earnings improvement and emphasizing cash generation. Adjusted EBITDA and Free Cash Flow were weighted equally in determining the Corporate Performance Factor.
Measure
Weighting
Corporate Performance Factor
Corporate Adjusted EBITDA
50%
Corporate Free Cash Flow 50%
The Compensation and Leadership Development Committee modified the AIP to focus the Business Unit measures on the key performance targets for the year. While the mix of corporate and BU metrics remained the same 25%/75% (Corporate/BU), the weights and measures were adjusted to reflect business priorities. Chemical Solutions BU Revenue was replaced by BU Adjusted EBITDA. Slightly more weight was placed on Fluoroproducts Revenue (6.25%) and was removed from BU Free Cash Flow. Finally, a BU Revenue Share metric was introduced in our Titanium Technologies AIP which replaced the TVS strategic objectives measure.
33

TABLE OF CONTENTS
Metrics
Weight
Chemical Solutions
Chemours Adjusted EBITDA
12.5%
Chemours Free Cash Flow
12.5%
Business Unit Adjusted EBITDA
50.0%
Business Unit Free Cash Flow
25.0%
Fluoroproducts
Chemours Adjusted EBITDA
12.5%
Chemours Free Cash Flow
12.5%
Business Unit Revenue
25.0%
Business Unit Free Cash Flow
50.0%
Titanium Technologies
Chemours Adjusted EBITDA
12.5%
Chemours Free Cash Flow
12.5%
Business Unit Revenue Share
25.0%
Business Unit Free Cash Flow
50.0%
Adjusted EBITDA is defined as income (loss) before interest, income taxes, depreciation and amortization excluding the following items: non-operating pension and other postretirement employee benefit costs (income), exchange gains (losses), restructuring and asset-related charges (benefits), gains (losses) on sale of business or assets, significant legal settlements, impacts of changes to U.S. GAAP accounting or other items not considered indicative of ongoing operations during the Performance Period.
Free Cash Flow is defined as Cash Flows from Operations less purchases of property, plant and equipment as disclosed on the Company’s Cash Flow statement. Business Unit Free Cash Flow is defined as Adjusted EBITDA plus the delta Working Capital minus CapEx. Working Capital equals Accounts Receivable plus Inventory minus Accounts Payable. Unknown impacts of changes to U.S. GAAP accounting and tax policy changes, or other items not considered indicative of ongoing operations during the performance period will be excluded from this calculation during the Performance Period.
Business Revenue is defined as Sales to external customers as defined by ASC 606, Revenue from Contracts with Customers.
Titanium Technologies Revenue Share is based on TiO2 sales in the overall market based on revenue share. The calculation is based on TZMI’s global average price ($/ton) and TZMI’s global market volume (Kton). This metrics create the basis upon which we define the estimated global market revenue. Ti02 global revenue for the year is divided by the estimated global market revenue to determine the outcome.
The chart below shows the 2020 AIP performance targets, ranges and results approved by the Compensation and Leadership Development Committee. Performance targets were set in early 2020 and were consistent with the Company’s budget for 2020, which incorporated considerations of potential opportunities and risks associated with external business and market conditions. Targets for each of the performance measures are set at levels considered challenging, motivational, and competitive. The performance range is determined using external guidance, historical performance and expectations as guardrails. Threshold is considered the level of performance that warrants the minimum payout level and the maximum defines what level of performance is exceptional.
Based on 2020 financial results, the 2020 Chemours Corporate AIP payout was 89%, Chemical Solutions 87%, Fluoroproducts 80%, and Titanium Technologies 63% payout of target.
34

TABLE OF CONTENTS
Dollars are in millions.
Corporate AIP
Measure
Threshold(1)
Target
Maximum(2)
Actual
Weighted
Funding Result
Corporate Adj. EBITDA $ 920 $ 1,150 $ 1,380 $ 879 0%
Corporate Free Cash Flow $ 250 $ 390 $ 585 $ 540 89%
Titanium Technologies AIP
Measure
Threshold(1)
Target
Maximum(2)
Actual
Weighted
Funding Result
Corporate Adj. EBITDA $ 920 $ 1,150 $ 1,380 $ 879 0%
Corporate Free Cash Flow $ 250 $ 390 $ 585 $ 540 22%
Business Unit Revenue Share(3) 15.5% 16.0% 17.0% 15.0% 0%
Business Unit Free Cash Flow $ 412 $ 515 $ 618 $ 477 41%
Fluoroproducts AIP
Measure
Threshold(1)
Target
Maximum(2)
Actual
Weighted
Funding Result
Corporate Adj. EBITDA $ 920 $ 1,150 $ 1,380 $ 879 0%
Corporate Free Cash Flow $ 250 $ 390 $ 585 $ 540 22%
Business Unit Revenue $ 2,495 $ 2,683 $ 2,871 $ 2,209 0%
Business Unit Free Cash Flow $ 342 $ 428 $ 514 $ 441 57%
Chemical Solutions AIP
Measure
Threshold(1)
Target
Maximum(2)
Actual
Weighted
Funding Result
Corporate Adj. EBITDA $ 920 $ 1,150 $ 1,380 $ 879 0%
Corporate Free Cash Flow $ 250 $ 390 $ 585 $ 540 22%
Business Unit Adj. EBITDA $ 72 $ 90 $ 108 $ 73 29%
Business Unit Free Cash Flow $ 46 $ 57 $ 68 $ 62 36%
(1)
Represents the minimum level of performance required to earn any incentive for this component of the 2020 AIP. Performance below this level would not result in a payout for the performance measure.
(2)
Represents the highest level of performance at which maximum payout under the 2020 AIP is earned. Achievement of performance above this level would not result in a greater payout for the performance measure.
(3)
Titanium Technologies Market Share metric did not achieve threshold for payment. However, in the January CLDC meeting the Committee approved a positive adjustment to this metric resulting in an increase of 12.5% (62.99% +12.5% = 75.49%). The positive adjustment will not be applied to Bryan Snell’s AIP payout at Section 16 officers are ineligible to receive positive discretion.
Based on the actual performance achieved, the following AIP awards for each NEO were approved:
NEO
Annual Incentive
Target (as %
of Base Salary)
Annual Incentive
Target ($)
Annual Incentive
Actual ($)
Mark Vergnano 130% $ 1,365,000 $ 1,207,479
Mark Newman 90% $ 630,000 $ 557,298
Sameer Ralhan 80% $ 460,000 $ 406,916
David Shelton 70% $ 350,000 $ 309,610
Edwin Sparks 75% $ 412,500 $ 327,938
Long-Term Incentive (LTI) Program
Chemours provides long-term incentive compensation to directly tie NEO interests to the interests of shareholders. The Compensation and Leadership Development Committee views long-term incentives as a
35

TABLE OF CONTENTS
critical element of our executive compensation program. Long-term incentive targets are reviewed annually and determined based on the Compensation and Leadership Development Committee’s review of the following:

NEO position, scope of responsibilities and performance

Internal pay equity considerations

Peer group practices

Current market compensation data for the chemical industry and general industry from proprietary third-party surveys
In early 2020, the Compensation and Leadership Development Committee reviewed the long-term incentive target opportunities for all NEO’s and choice not to make any adjustments.
NEO
2019 Long Term
Incentive Target
2020 Long Term
Incentive Target
Mark Newman $ 1,500,000 $ 1,500,000
Sameer Ralhan $ 1,000,000 $ 1,000,000
David Shelton $ 950,000 $ 950,000
Edwin Sparks $ 800,000 $ 800,000
As in prior years, target LTI award values were delivered through a mix of PSUs and Non-Qualified Stock Options (“stock options”). LTI awards delivered in the form of PSUs and stock options focus on shareholder value creation and long-term decision-making consistent with Chemours’ strategic objectives. Details of each award type are summarized below.
Stock Options (40% of LTI Target Award)
The use of stock options provides clear and direct alignment with shareholder interests as they have value only if the price of Chemours’ stock at the time of exercise exceeds the stock price on the date of grant. As a result, stock option grants encourage executives to focus on behaviors and initiatives that support sustained long-term stock price appreciation, which benefits all shareholders. The stock options are designed to vest in equal annual installments over three years from the grant date and have a ten-year term.
PSU Awards (60% of LTI Target Award)
Sixty percent of an NEO’s LTI award is delivered through PSUs. The PSUs are earned and vest based on the achievement of Adjusted Net Income and Free Cash Flow Conversion objectives, which are determined at the time of grant. The 2020 — 2022 PSU plan is measured over a three-year cumulative period.
Performance goals are considered challenging to obtain and are aligned with delivering shareholder value. In setting these objectives, the Compensation and Leadership Development Committee considers how the achievement of goals may be affected by competitive and/or economic conditions over the three-year period. Final awards are subject to potential modification based on TSR results relative to Chemours’ peer group over the cumulative three-year performance period.
The initial payout range of the PSUs is 0% to 200% depending on Chemours’ achievement versus the Adjusted Net Income and Free Cash Flow Conversion performance goals. The payout is then subject to modification based on the Relative TSR performance compared to the Peer Group, with a maximum payout capped at 250%.
As in prior years, the PSU portion of Chemours’ LTI program consisted of overlapping cycles, with a new equity award each year. In general, each participant receives a grant at the beginning of each three-year cycle.
[MISSING IMAGE: TM219234D1-FC_TARGET2BW.JPG]
Financial / Operating Measures
The use of Adjusted Net Income in the long-term program is an important indicator of success in delivering long-term shareholder value. Free Cash Flow Conversion is critical to Chemours’ ability to invest and manage
36

TABLE OF CONTENTS
assets that deliver the greatest return. The Compensation and Leadership Development Committee believes these performance measures are appropriate to motivate executives to achieve and sustain outstanding long-term results.
The 2020 PSU Award performance period, January 1, 2020 through December 31, 2022, consists of one, cumulative three-year measurement period.
Adjusted Net Income
Free Cash Flow Conversion
Period
Weighting
Period
Weighting
Cumulative FY2020 – FY2022
50%
Average FY2020 – FY2022
50%
Adjusted Net Income is defined as Net Income, as reported externally, adjusted in a manner consistent with Adjusted EBITDA, where appropriate to exclude non-operating pension and other postretirement employee benefit costs (income), windfall tax benefit (expense) related to stock based compensation, exchange gains (losses), restructuring and asset-related charges (benefits), gains (losses) on sale of business or assets, significant legal settlements, impacts of changes to U.S. GAAP accounting, or other items not considered indicative of ongoing operations during the Performance Period.
Free Cash Flow Conversion is defined as Free Cash Flow, defined as Cash Flows from Operations less purchases of property, plant and equipment as disclosed on the Company’s Cash Flow statement divided by Adjusted EBITDA defined as income (loss) before interest, income taxes, depreciation and amortization excluding the following items: non-operating pension and other postretirement employee benefit costs (income), exchange gains (losses), restructuring and asset-related charges (benefits), gains (losses) on sale of business or assets, significant legal settlements, impacts of changes to U.S. GAAP accounting or other items not considered indicative of ongoing operations during the Performance Period. Subject to Board approval this calculation will be adjusted to reflect the increase in actual amount spent on purchases of property, plant and equipment in excess of 5%, from the amount contemplated in the three-year business plan, used for compensation plan purposes.
Chemours believes disclosing specific targets while the applicable performance period is ongoing could cause competitive harm. However, such targets will be disclosed once the applicable performance periods have ended as part of our discussion and analysis on awards earned by the NEOs.
Relative TSR
Relative TSR is used as a modifier to promote alignment with shareholder interests. Relative TSR for the 2020 PSU Award will be measured at the end of the three-year period against the 2020 peer group discussed previously. Chemours’ TSR relative to these peers will be used as a modifier to increase or reduce the number of units earned.
Relative TSR is defined as the change in the Company’s stock price plus dividends paid and assumed to be reinvested on the ex-dividend date during the period, divided by beginning stock price, compared on a percentile basis to the same change with respect to a peer group. For this purpose, a company’s beginning stock price will be the closing stock price averaged over the 20 trading days ending on the trading day before the start of the Performance Period and the ending stock price will be the closing stock price, inclusive of reinvested dividends, averaged over the 20 trading days ending with the last trading day within the Performance Period.
For purposes of calculating the appropriate earned percentile, any companies that are in the peer group at the beginning of the Performance Period that are no longer separate publicly traded companies due to merger, acquisition, or buyout shall be disregarded. Companies that are no longer publicly traded due to insolvency or bankruptcy will be included at the lowest performance ranking. For purposes of calculating the earned percentile, the Company will be considered a member of the peer group.
Relative TSR
<25 percentile
>=P25 to <P40
>=P40 to <P60
>=P60 to <=P75
>P75
Applied Modifier 0.50 0.75
1.00 (No Adjustment)
1.25 1.50
37

TABLE OF CONTENTS
2020 LTI Awards
Awards to the NEOs under the 2020 long-term incentive program were as follows:
NEO
2020 Target
LTI Award
Value
Share
Equivalent
Value of PSUs
on grant date
Target
Number
of PSU
Awards(1)
Grant Date
Fair
Value of
RSUs
Number of
RSUs
granted
Grant Date
Fair Value of
Stock
Options
Number of
Stock
Options
Granted(2)
Mark Vergnano $ 5,600,000 $ 3,359,997 232,848 $ 2,239,998 598,930
Mark Newman $ 1,500,000 $ 899,999 62,370 $ 599,997 160,427
Sameer Ralhan
March 2 $ 1,000,000 $ 599,999 41,580 $ 399,997 106,951
December 1(3) $ 1,000,000 $ 999,998 39,510
David Shelton $ 950,000 $ 569,999 39,501 $ 379,999 101,604
Edwin Sparks
March 2(3) $ 1,300,000 $ 480,000 33,264 $ 500,000 34,650 $ 319,998 85,561
December 1(3) $ 1,000,000 $ 999,998 39,510
Annual LTI awards are generally granted March 1 each year
(1)
The number of PSUs awarded was determined by dividing the dollar target value for each NEO by the closing price for Chemours common stock on grant date and rounding to the nearest whole share. The closing price of Chemours common stock was $14.43 on March 2, 2020.
(2)
The number of stock options awarded was determined based on the Black-Scholes value using the closing price of Chemours common stock on the grant date. The exercise price of the options was equal to the closing price of Chemours common stock on the grant date. The closing price of Chemours common stock was $14.43 on March 2, 2020. The Black-Scholes value of an option was $3.74 on March 2, 2020.
(3)
Edwin Sparks received a one-time equity performance award of  $500,000 in RSUs in March, reflecting the outcomes delivered by the restructuring work to address Fluoroproducts cost structure. Edwin Sparks and Sameer Ralhan each received one-time equity awards of  $1,000,000 in RSUs in December, as retention grants given market conditions. All awards are subject to a three-year cliff vest. The number of RSUs awarded was determined by dividing the dollar target value for each NEO by the closing price for Chemours common stock on grant date and rounding to the nearest whole share. The closing price of Chemours common stock was $14.43 on March 2, 2020 and $25.31 on December 1, 2020.
2018 PSU Award Results
The three-year performance period for PSUs awarded in 2018 ended on December 31, 2020. The payout for this award was based on pre-established target levels of Adjusted EBITDA and Pre-Tax ROIC over the three-year performance period, subject to a Relative TSR modifier. The final payout determination was made in
February 2021 after a review of Chemours’ performance. Based on performance results throughout the period and Relative TSR, the 2018 PSU Award payout was 17% of target. Chemours’ Relative TSR ranking at the 4th percentile for the FY2018 – FY2020 performance period resulted in a modifier factor at 0.75%. The tables below detail performance against each measure:
Adjusted EPS
Measurement Period
Weighting
Threshold
Target
Maximum
Result
Payout %
(weighted)
FY2018 10.0% $ 4.85 $ 5.24 $ 6.03 $ 5.45 12.7%
FY2019 10.0% $ 5.41 $ 5.85 $ 6.73 $ 2.51 0.0%
FY2020 10.0% $ 6.31 $ 6.82 $ 7.84 $ 1.98 0.0%
FY2018 – FY2020 Cumulative 20.0% $ 16.57 $ 17.91 $ 20.60 $ 9.94 0.0%
38

TABLE OF CONTENTS
Pre-Tax ROIC
Measurement Period
Weighting
Threshold
Target
Maximum
Result
Payout %
(weighted)
FY2018 10.0% 32.0% 39.4% 43.3% 39.2% 9.84%
FY2019 10.0% 32.0% 41.4% 45.5% 17.3% 0.0%
FY2020 10.0% 32.0% 46.1% 50.7% 14.4% 0.0%
FY2018 – FY2020 Average 20.0% 32.0% 42.3% 46.5% 23.6% 0.0%
Relative TSR
Modifier
Min
Target
Max
Result
Modifier
Relative TSR to Peer Group
<P25 P25 – P75 >P75
4th Percentile
0.75
0.75 1.00 1.25
The Relative TSR ranking was based on the performance peer group set by the Compensation and Leadership Development Committee in 2018 for the 2018 PSU Award:
The performance peer group is comprised of the following companies:
Air Products & Chemicals Inc. Eastman Chemical Co. The Sherwin-Williams Company
Albemarle Corporation Element Solutions Inc. Trinseo S.A.
Ashland Global Holdings Inc. Huntsman Corporation Tronox Holdings Plc
Avient Corporation Olin Corporation Venator Materials Plc
Axalta Coating Systems Ltd PPG Industries Inc. W.R Grace & Co
Celanese Corporation RPM International Westlake Chemical Corp.
The table below shows the target number of PSUs granted in 2018 and the actual number of PSUs earned, excluding dividend equivalent units.
NEO
Target # of PSUs
Granted
Payout %
# of PSU’s
Earned
Mark Vergnano
68,000
17%
11,560
Mark Newman
14,837
17%
2,522
Sameer Ralhan
3,091
17%
525
David Shelton 10,509
17%
1,787
Edwin Sparks 3,400
17%
578
Company Sponsored Employee Benefits
The Company offers the NEOs health and welfare and retirement plan benefits. Additional elements specific to the executive compensation program include nonqualified retirement benefit plans, reimbursement of financial planning and income tax preparation services, and change-in-control benefits.
The Chemours Company Retirement Savings Restoration Plan
The Chemours Company Retirement Savings Restoration Plan (“RSRP”) is a nonqualified defined contribution plan that restores benefits above the Internal Revenue Code limits for tax-qualified retirement plans to be consistent with those provided to other eligible employees at Chemours.
The Chemours Company Management Deferred Compensation Plan
Under the Chemours Company Management Deferred Compensation Plan (“MDCP”), a nonqualified elective deferred compensation plan, participants may defer base salary, bonus, and certain incentive plan awards until a later date. Generally, earnings on deferred amounts include returns on investments that mirror the investment alternatives available to all employees under the Company’s retirement savings plan.
39

TABLE OF CONTENTS
Change-in-Control Severance Benefits
To ensure that executives remain focused on Chemours’ business during a period of uncertainty, Chemours maintains a change-in-control severance plan for its executives, including the NEOs. For any benefits to be earned, a change in control must occur and the executive’s employment must be terminated within two years following the change in control, either by Chemours without cause or the executive for good reason (often called a “double trigger”). The plan does not provide tax gross-ups. For additional information, see “Executive Compensation — Potential Payments upon Termination or Change-in-Control.”
Benefits provided under the change-in-control severance plan include:

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

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

Continued health and dental benefits, financial counseling and tax preparation, and outplacement services for up to two years (three years for the CEO) following the date of termination.
The change-in-control severance plan also includes 12-month (18-month for the CEO) non-competition and non-solicitation covenants, non-disparagement, and confidentiality provisions.
Compensation and Risk
In 2020, Chemours management reviewed its executive and non-executive compensation programs and in concurrence with the Compensation and Leadership Development Committee’s independent compensation consultant, determined that none of its compensation programs encourages or creates excessive risk-taking, and none are reasonably likely to have a material adverse effect on the Company.
In conducting this assessment, the components and design features of executive and non-executive plans and programs were analyzed. A summary of the findings of the assessment was provided to the Compensation and Leadership Development Committee. Overall, the Compensation and Leadership Development Committee concluded that (1) the Company’s executive compensation programs provide a mix of awards with performance criteria and design features that mitigate potential excessive risk taking and (2) non-executive employee compensation programs are appropriately balanced between fixed and variable compensation and do not encourage excessive risk taking. The Compensation and Leadership Development Committee also considered its payout caps or limits, stock ownership guidelines, and claw back policy as risk mitigating features of its executive compensation program.
Payout Limitations or Caps
Earned awards from the annual incentive plan are capped at 200% of target and PSU awards are capped at 250% of target to protect against excessive payouts.
Stock Ownership Guidelines
To further support our goal of achieving a strong link between shareholder and executive interests, Chemours maintains stock ownership guidelines to require executive share ownership of a value equal to a specified multiple of base pay. Executives have five (5) years from the date they become subject to the guidelines to reach their respective ownership requirements. Until the ownership requirement is satisfied, 100% of the net shares realized from exercise or vesting of stock-based awards must be retained. Share ownership guidelines are as follows:
Multiple of Base Salary
2020 Target
CEO 5.0x
Other NEOs 3.0x
All applicable NEOs have satisfied or are on track to satisfy these guidelines.
Incentive Compensation Clawback Policy
The Incentive Compensation Clawback Policy (the “Policy”) covers each current and former employee of The Chemours Company (“Company”) or an Affiliate (within the meaning of the Company’s 2017 Equity and Incentive
40

TABLE OF CONTENTS
Plan (the “2017 Plan”) who is or was, as the case may be, the recipient of incentive-based compensation (referred to in this policy as “Grantee”). The Policy is deemed part of the terms of any award made on or after the effective date of the Policy set forth above which by its terms provides for incentive-based compensation.
If a Grantee engages in misconduct (as defined in this Policy), the Grantee: (i) forfeits any right to receive any future awards or other equity-based incentive compensation; and (ii) the Company may demand repayment of any awards or cash payments already received by a Grantee (that were made subject to this Policy), including without limitation repayment due to making retroactive adjustments to any awards or cash payments already received by a Grantee, where such award or cash payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement as a result of misconduct by the Grantee. The Grantee shall be required to provide repayment within ten (10) days following such demand.
“Misconduct” means (i) Grantee’s employment or service is terminated for Cause (within the meaning of the Company’s Equity and Incentive Plan), or (ii) the breach of a non-compete or confidentiality covenant set out in the employment agreement between the Grantee and the Company or an Affiliate, or (iii) management has determined, after review and consultation with the Audit Committee, that the Company is required to prepare an accounting restatement due to material noncompliance, as a result of fraud or misconduct, with any financial reporting requirement under the securities laws, and the Compensation Committee has determined, subsequent to such restatement and in its sole discretion, that the Grantee: (A) had knowledge of the material noncompliance or the circumstances that gave rise to such noncompliance and failed to take reasonable steps to bring it to the attention of appropriate individuals within the Company; or (B) personally and knowingly engaged in practices which materially contributed to the circumstances that enabled a material noncompliance to occur.
Furthermore, if management has determined, after review and consultation with the Audit Committee, that the Company is required to prepare an accounting restatement due to material noncompliance, for reason(s) not related to fraud or misconduct, with any financial reporting requirement under the securities laws, the Company may demand repayment of any awards or cash payments already received by a Grantee (that were made subject to this Policy), including without limitation repayment due to making retroactive adjustments to any awards or cash payments already received by a Grantee, where such award or cash payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement. The Grantee shall be required to provide repayment within thirty (30) days following such demand.
This Policy is administered and enforced by the Compensation Committee and its decision as to all questions of interpretation and application of the Plan shall be final, binding and conclusive on all persons.
This Policy is intended to comply with, shall be interpreted to comply with, and shall be deemed automatically amended to comply with, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and any related rules or regulations promulgated by the Securities and Exchange Commission or the New York Stock Exchange, including any additional or new requirements that become effective after the effective date. Any such amendment shall be effective at such time as is necessary to comply with Section 10D of the Exchange Act of 1934, as amended.
This Policy may be amended at any time by the Compensation Committee, provided, however, that the Senior Vice President Human Resources is hereby authorized to make any and all amendments required under applicable laws, rules or regulations.
Restrictions on Hedging and Similar Transactions
The Company has a policy that prohibits executive officers and directors from engaging in the following types of transactions with respect to Chemours’ stock: hedging transactions, pledging securities, short sales, derivative transactions, margin accounts, and short-term trading.
Deductibility of Performance-Based Compensation
In setting the NEOs 2020 compensation packages, the Compensation and Leadership Development Committee considered Section 162(m) of the Internal Revenue Code, which provides that compensation in excess of $1 million paid to certain executive officers is generally not deductible. The Compensation and Leadership
41

TABLE OF CONTENTS
Development Committee also considered the Tax Cuts and Jobs Act’s elimination of the performance-based compensation exception under Section 162(m). While the Compensation and Leadership Development Committee will continue to consider the tax deductibility of compensation, the Compensation and Leadership Development Committee did not change the structure of 2020 compensation packages due to the elimination of the performance-based compensation exception under Section 162(m).
CEO Pay Ratio
There were no significant changes to the global employee population nor significant changes to employee compensation arrangements. Per SEC rules, Chemours refreshed the median employee after using the individual for the past 3 years. The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with SEC rules.
Chemours determined the person using compensation earned from January 1, 2020 to December 31, 2020. The total number of employees was approximately 6,500. To determine median of the employee’s pay, Chemours chose total earnings including overtime pay as the consistently applied compensation measure. Chemours then calculated an annual gross cash compensation for each employee. Chemours used a valid statistical sampling methodology to identify a population of employees whose base pay was within a 5% range of the median. Using this methodology, Chemours identified the median employee from that group.
It was determined that the total compensation for the selected median employee in 2020 was $104,316. The ratio of CEO pay to the median worker pay is 83:1.
Element
Median Employee
CEO
Salary (includes Overtime)(1) $ 95,730 $ 1,029,808
Stock Awards $ 0 $ 3,991,015
Option Awards $ 0 $ 2,239,998
Non-Equity Incentive Plan Compensation/Bonus(2) $ 3,061 $ 1,207,479
Change in Pension Value $ 0 $ 0
All Other Compensation(3) $ 5,525 $ 138,276
Summary Compensation Table Totals $ 104,316 $ 8,606,576
CEO Pay Ratio
83:1
(1)
Consists of 2020 base salary plus overtime pay.
(2)
Actual 2020 cash incentive paid during the first quarter of fiscal year 2021 under a performance-based compensation plan.
(3)
Consists of 2020 employer contributions to qualified and non-qualified defined contribution plans and perquisites/personal benefits as listed in footnote 5 of the Summary Compensation Table.
42

TABLE OF CONTENTS
Summary Compensation Table
The following table sets forth information concerning the total compensation earned by the NEOs during fiscal years 2020, 2019, and 2018.
Name and
Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(1)(2)
Option
Awards
($)(3)
Non-Equity
Incentive Plan
Compensation
($)(4)
All Other
Compensation
($)(5)
Total ($)
Mark Vergnano
President and Chief
Executive Officer
2020 1,029,808
3,991,015 2,239,998 1,207,479 138,276 8,606,576
2019 1,029,808
4,273,767 2,239,992 152,077 7,695,644
2018 1,041,667
3,559,120 2,199,980 1,000,545 275,417 8,076,729
Mark Newman,
Senior Vice
President and
Chief Operating
Officer
2020 678,462 1,069,022 599,997 557,298 90,691 2,995,470
2019 649,290 1,296,199 719,982 85,347 2,750,819
2018 591,220 776,569 479,986 346,691 100,591 2,295,057
Sameer Ralhan
Senior Vice
President and
Chief Financial Officer
2020 575,000
1,712,679 399,997 406,916 48,740 3,143,332
2019 474,588
792,940 439,987 30,847 1,738,361
2018
David Shelton
Senior Vice
President
General Counsel
2020 498,077 677,047 379,999 309,610 60,461 1,925,194
2019 493,910 725,013 379,988 83,737 1,682,648
2018 475,000 550,041 340,000 243,723 145,900 1,510,941
Edwin Sparks
President, Fluoroproducts and
Chemical Solutions
2020 537,500
2,070,143 319,998 327,938 56,980 3,312,559
2019 396,300
564,003 319,992 241,511 57,173 1,578,979
2018
(1)
Represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with FASB ASC Topic 718. The grant date fair value of each PSU granted to NEOs in 2020, taking into account the estimated probable outcome of the performance conditions, was determined to be $17.14. Assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2020. The grant date fair value of each RSU granted to NEOs in 2020 is equal to the closing share price of Chemours common stock on their respective grant dates — $14.43 on March 2, 2020 and $25.31 on December 1, 2020.
(2)
If the maximum level of performance were achieved, each NEO would earn 250% of the target number of PSUs awarded. Based on the closing price of Chemours common stock on the March 1 grant date ($14.43), the maximum value of PSUs awarded on March 2, 2020 to each NEO is as follows: Mr. Vergnano — $8,399,992; Mr. Newman — $2,249,998; Mr. Ralhan — $1,499,999; Mr. Shelton — $ 1,424,999; Mr. Sparks — $ 1,199,999
(3)
Represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. Assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2020.
(4)
Represents payouts under the Annual Incentive Plan. This column includes compensation which may have been deferred at the NEOs election. Any such amounts will be included in the “Executive Contributions” column of the 2020 Nonqualified Deferred Compensation table.
43

TABLE OF CONTENTS
(5)
The amounts reflect perquisites and personal benefits (financial planning / income tax preparation) and Company contributions to qualified and nonqualified defined contribution plans. The following table details these amounts.
Name
Company Contributions to
Qualified Defined
Contribution Plan
($)
Company Contribution to
Nonqualified Defined
Contribution Plan
($)
Financial Planning/​
Income Tax Preparation
($)
Separation
Agreements
($)
Mark Vergnano 17,100 108,737 15,000
Mark Newman 17,100 61,853 15,000
Sameer Ralhan 17,100 40,665 7,500
David Shelton 17,100 15,961 15,000
Edwin Sparks 17,100 31,976 8,353
2020 Grants of Plan Based Awards
The following table provides information on AIP awards, PSUs and stock options granted in 2020 to each NEO. For a complete understanding of the table, refer to the footnotes that follow.
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(3)
(#)
Exercise
of Base
Price of
Option
Awards
($)
Grant Date
Fair Value
of Stock
and Option
Awards
($)
Name
Type of award
Grant
date
Approval
date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Mark Vergnano
2020 AIP
682,500
1,365,000
2,730,000
Stock Options
3/2/20
2/10/20
598,930
14.43
2,239,998
PSU
3/2/20
2/10/20
116,424
232,848
582,120
3,991,015
Mark Newman
2020 AIP
315,000
630,000
1,260,000
Stock Options
3/2/20
2/10/20
160,427
14.43
599,997
PSU
3/2/20
2/10/20
31,185
62,370
155,925
1,069,022
Sameer Ralhan
2020 AIP
230,000
460,000
920,000
Stock Options
3/2/20
2/10/20
106,951
14.43
399,997
PSU
3/2/20
2/10/20
20,790
41,580
103,950
712,681
RSU
12/1/20
10/27/20
39,510
999,998
David Shelton
2020 AIP
175,000
350,000
700,000
Stock Options
3/2/20
2/10/20
101,604
14.43
379,999
PSU
3/2/20
2/10/20
19,751
39,501
98,753
677,047
Edwin Sparks
2020 AIP
206,250
412,500
825,000
Stock Options
3/2/20
2/10/20
85,561
14.43
319,998
PSU
3/2/20
2/10/20
16,632
33,264
83,160
570,145
RSU
3/2/20
2/10/20
34,650
500,000
RSU
12/1/20
10/27/20
39,510
999,998
(1)
Nonequity incentive plan awards are short-term incentives that may be earned under the 2020 AIP.
(2)
Equity incentive plan awards are PSUs corresponding to a three-year performance period, FY2020 — FY2022. The NEOs may earn 50% of the target award upon attainment of threshold performance and up to 250% of the target award upon attainment of maximum performance. Performance outcomes will be determined following the conclusion of the performance period. Dividend equivalent units will be applied to the actual number of shares earned.
(3)
The exercise price is equal to the fair market value of a share of Chemours common stock on the grant date. Stock options are not credited with dividend equivalent units. Stock options feature three-year equal ratable vesting and a ten-year term.
44

TABLE OF CONTENTS
Outstanding Equity Awards at 2020 Fiscal Year-End
The following table shows the number of shares underlying exercisable and unexercisable options and unvested and, as applicable, unearned RSUs and PSUs (in each case denominated in shares of Chemours common stock) held by each of the NEOs at December 31, 2020. Market or payout values in the table below are based on the closing price of Chemours common stock as of December 31, 2020: $24.79.
Upon completion of the separation from DuPont and in accordance with the Employee Matters Agreement, the NEOs received replacement Chemours stock option awards in respect of their DuPont stock option awards. The stock option awards reflected in the following table with a grant date prior to July 1, 2015, are these replacement stock option awards.
Option Awards
Stock Awards
Number of Securities Underlying
Unexercised Options(1)
Shares or Units of
Stock that Have Not
Vested(2)
Equity Incentive Plan
Awards: Unearned
Shares, Units or
Other Rights that
Have Not Vested(3)
Name
Grant Date
Exercisable
(#)
Unexercisable
(#)
Option
Exercise
Price ($)
Option
Expiration
Date
Number
(#)
Market Value
($)
Number
(#)
Market or
Payout Value
($)
Mark Vergnano
3/2/2020 598,930 14.43 3/2/2030 582,120 14,430,755
3/1/2019 52,033 104,064 38.02 3/1/2029 44,187 1,095,396
3/1/2018 71,370 35,685 48.53 3/1/2028
3/1/2017 145,118 34.72 3/1/2027