Date:
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Wednesday, June 24, 2020
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Time:
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9:00 am EDT
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Virtual Meeting Access:
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www.virtualshareholdermeeting.com/TROX2020
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Record Date:
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5:00 p.m. (U.S. Eastern Daylight Time) on Monday, April 13, 2020
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Meeting Agenda:
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1.
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Election of each of the nine director nominees listed in the accompanying Proxy Statement by separate
ordinary resolutions.
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2.
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A non-binding advisory vote to approve executive compensation.
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3.
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Ratify the appointment of PricewaterhouseCoopers LLP (U.S.) as the Company’s independent registered
public accounting firm.
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4.
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Approve receipt of our U.K. audited annual report and accounts and related directors' and auditor's
reports for the fiscal year ended December 31, 2019 included in Appendix A to this Proxy Statement (the “Annual Report and Accounts”).
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5.
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Approve our U.K. directors' remuneration policy, included in the directors' remuneration report
contained in the Annual Report and Accounts and included in Appendix A to this Proxy Statement (the “Directors’ Remuneration Policy”).
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6.
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Approve on a non-binding advisory basis our U.K. directors' remuneration report (other than the part
containing the Directors' Remuneration Policy) for the fiscal year ended December 31, 2019, contained in the Annual Report and Accounts and included in Appendix A to this Proxy Statement (the “Directors’ Remuneration Report”).
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7.
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Re-appoint PricewaterhouseCoopers LLP (“PwC U.K.”) as our U.K. statutory auditor under the U.K.
Companies Act 2006 to hold office from the conclusion of the Annual Meeting until the conclusion of the next general meeting at which the annual report and accounts are laid before the Company.
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8.
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Authorize the Board or the Audit Committee to determine the remuneration of PwC U.K. in its capacity as
the Company’s U.K. statutory auditor.
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9.
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Approve an amendment to the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan
for the sole purpose of increasing the authorized shares thereunder.
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By Internet:
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By Telephone:
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By Mail:
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You can vote your shares online at www.proxyvote.com
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In the U.S. or Canada, you can vote your shares by calling +1-800-690-6903.
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You can vote by mail by marking, dating and signing your proxy card and returning it in the business
reply envelope to Tronox Holdings plc, 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut 06901 U.S.A.
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Page
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•
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It is the first time that shareholders will be able to express their views on Tronox’s executive compensation policies and programs
since we closed the Cristal Transaction (as defined below) on April 10, 2019. The Cristal Transaction was truly transformational, more than doubling our size and enabling us to become the preeminent and only vertically integrated TiO2 producer in the world. By closing the Cristal Transaction we could begin to deliver significant cost and operational synergies for shareholders which will
improve our EBITDA margins and free cash flow for many years to come. Approximately 98% of votes were cast in favor of the proposal to approve our executive compensation at the 2019 annual general meeting of shareholders, and we continue
to believe that our executive compensation policies and programs are strongly aligned to performance.
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The slate of directors who shareholders will vote on at the Annual Meeting also represents a significant change. Two of our
long-serving directors, Andy Hines and Wayne Hinman, are retiring without immediate replacement. The election last year of two new board members --- Dr. Vanessa Guthrie and Mr. Steve Jones --- demonstrates the robustness of our director
succession planning. Both new directors were able to overlap with, and learn from, Messrs. Hines and Hinman, respectively, during 2019. We continue to believe that our Board serves Tronox shareholders very well in no small part due to its
diversity across all dimensions: gender, ethnicity, experience and perspective.
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Tronox is seeking shareholder approval to amend the Tronox Holdings Management Equity Incentive Plan (the “MEIP”) solely for the
purpose of increasing by 8 million the number of shares available for management and director grants. We believe that our future success depends, in large part, upon our ability to attract, retain and motivate our executives and key
employees. Stock-based equity incentives are an important component of our ability to attract the best and the brightest, and we believe that broad-based equity ownership opportunities and performance-based incentives better align
management and shareholder interests. That’s why approximately 65% of our management equity grants go to employees other than our CEO and NEOs. In addition, approximately 4.6% of our annual grants of ordinary shares go to the members of
our Board of Directors. Equity makes up approximately 50% of our Directors’ compensation and Directors are required to hold a minimum of 500% of their total annual compensation in Tronox ordinary shares. As of the date hereof, each of our
non-executive director nominees have met their ownership guideline other than Messrs. Jones, Al-Morished and Khan and Ms. Guthrie, each of whom joined the board in 2019. For further information regarding this proposal and the factors
which the Board considered, see “Proposal 9 - Approval to Amend Tronox Holdings plc Amended and Restated Management Equity Incentive Plan for Sole Purpose of Increasing the Authorized Shares Thereunder” included elsewhere in this Proxy
Statement.
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Management
Proposals
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Board Vote
Recommendation |
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Page Reference
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Proposal 1
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Election of Directors
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For Each Nominee
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Proposal 2
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Non-binding Advisory Vote to
Approve the Compensation of Our Named Executive Officers (Say-On-Pay)
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For
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Proposal 3
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Ratification of Appointment of
Independent Registered Public Accounting Firm
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For
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Proposal 4
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Approve U.K. Audited Annual Report and Accounts
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For
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Proposal 5
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Approve U.K. Directors’ Remuneration Policy
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For
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Proposal 6
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Approve U.K. Directors’ Remuneration Report
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For
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Proposal 7
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Approve Re-Appointment of U.K. Statutory Auditor
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For
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Proposal 8
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Authorize the Board or the
Audit Committee to Determine Remuneration of U.K. Statutory Auditor
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For
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Proposal 9
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Approve an amendment to the
Tronox Holdings plc Amended and Restated Management Equity Incentive Plan for the sole purpose of increasing the authorized shares thereunder
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For
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Director
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Age (1)
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Director
Since |
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Current Occupation
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Independent
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A
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HRCC
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CG
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Jeffry Quinn
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61
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2011
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Chairman and CEO, Tronox Holdings plc
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Ilan Kaufthal
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73
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2011
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Lead Independent Director, Tronox Holdings plc
Eastwind Advisors |
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X
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C
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Mutlaq Al- Morished
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63
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2019
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CEO, TASNEE
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Vanessa Guthrie
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59
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2019
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Non-executive Director of Santos Limited and Adelaide Brighton Ltd.
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X
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M
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M
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Peter B. Johnston
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68
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2012
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Former Interim CEO, Tronox Limited; Former Global Head of Nickel Assets, Glencore
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X
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M
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M
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Ginger M. Jones
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55
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2018
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Former Senior Vice President and CFO, Cooper Tire & Rubber Company
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X
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C
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M
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Stephen Jones
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58
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2019
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President & CEO, Covanta
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X
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M
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C
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Moazzam Khan
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62
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2019
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Managing Director, Cristal International Holdings B.V.
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Sipho Nkosi
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65
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2012
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Former CEO, Exxaro Resources Limited
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X
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M
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M
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(1)
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As of March 15, 2020
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A
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Audit Committee
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C
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Chairperson
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HRCC
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Human Resources and Compensation Committee
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M
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Member
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CG
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Corporate Governance and Nominating Committee
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✔
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An increasingly diverse Board with the appropriate mix of skills, experience and perspective. Assuming all director nominees are
elected at the Annual Meeting, 22% will be women, including the chairperson of our Audit Committee, 55% will be non-U.S. citizens and 11% will be black South Africans. In addition, assuming all director nominees are elected at the
Annual Meeting, of the independent directors, 33% will be women.
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✔
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The appointment of a Lead Independent Director with meaningful role and responsibilities following the recombination in 2019 of the
Chairman and Chief Executive Officer roles in our current CEO, Jeffry Quinn;
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✔
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Publication of an annual comprehensive sustainability report meeting the Global Reporting Initiative (“GRI”) Framework for
Sustainability Reporting;
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✔
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Adoption by the Company in late 2018 of a new and improved Code of Ethics and Business Conduct;
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✔
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A portion of all executives’ annual compensation tied to the achievement of safety metrics, reflecting the importance of our
employees and their safety to Tronox;
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✔
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Assuming all director nominees are elected at the Annual Meeting, six of our nine Directors will be independent under NYSE listing
standards, with the non-independent Directors consisting of our CEO and Chairman, and the two members appointed by Cristal Netherlands. While such Directors are not deemed to be independent, we believe their interests are aligned with
the Company’s as a result of their significant ownership interest in us;
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✔
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Directors are elected annually under a majority voting standard;
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✔
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All Board Committees are fully independent;
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✔
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Policy limiting the number of public company boards on which Directors may serve;
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Minimum share ownership requirements for Directors and executive officers;
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Anti-Hedging of Company Securities Policy; and
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Shareholder ratification of the selection of external audit firm.
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Emphasis on performance-based compensation: 83% of our CEO’s target compensation and 69% of our other NEOs’ target compensation is
“at-risk”;
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Use of metrics in the annual incentive compensation plans for the CEO and other NEOs which are expected to drive long-term
shareholder value;
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Importance of safety reinforced by linking to executive compensation: 16% of our executives’ annual incentive compensation is
determined by the achievement of pre-set safety metrics;
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Minimum share ownership requirements for the CEO (5x base salary) and other NEOs, (3x base salary) which reinforce our focus on
shareholder alignment;
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No excise tax gross-up provisions in any change-in-control provisions;
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No re-pricing of stock options without shareholder approval;
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No cash buyout of underwater options;
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Annual review of executive compensation design, market competitiveness, and best practices;
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50% of the long-term incentive program equity grants only vest if the Company achieves pre-determined performance metrics; and
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Retention of an independent compensation consultant to provide guidance and support to the HRCC.
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providing shareholders with the ability to submit appropriate questions real-time through the meeting website, limiting questions to
one per shareholder unless time otherwise permits;
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answering as many questions submitted in accordance with the Meeting’s Rules of Conduct (available on our Annual Meeting website) as
possible in the time allotted for the meeting without discrimination;
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publishing all questions submitted in accordance with the Meeting’s Rules of Conduct with answers following the meeting, including
those not addressed directly during the meeting; and
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offering separate engagement opportunities with shareholders on appropriate matters of governance or other relevant topics as outlined
under the Communications with the Board of Directors section in this Proxy Statement.
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NAME
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AGE (1)
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POSITION
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Jeffry N. Quinn
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61
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Chairman and CEO
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Ilan Kaufthal
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73
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Lead Independent Director
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Mutlaq Al-Morished
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63
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Director
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Vanessa Guthrie
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59
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Director
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Peter B. Johnston
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68
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Director
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Ginger M. Jones
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55
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Director
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Stephen Jones
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58
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Director
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Moazzam Khan
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62
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Director
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Sipho Nkosi
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65
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Director
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•
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Pursuing a business strategy that builds on sustainable innovation, operations and business practices, as we seek to grow our
businesses and improve the quality of people’s lives everywhere;
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Openly conducting our business in a manner that is protective of public and occupational health, the environment, and employee safety;
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Giving environmental considerations priority in manufacturing our products and planning for new products, facilities, and processes;
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Complying with all environmental laws and regulations;
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Striving to reduce emissions and waste, and use energy and natural resources efficiently as we grow;
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•
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Actively soliciting constructive discussions with our employees, suppliers, customers, neighbors, and shareholders on managing
environmental issues to ensure continuous improvement; and,
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Supporting the principles of responsible environmental stewardship, as embodied in voluntary standards and management systems
appropriate to our operations around the world. These goals are accomplished by working with our employees, suppliers, customers, contractors, and commercial partners to promote responsible management of our products and processes through
their entire life cycle, and for their intended end use, worldwide.
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Direct and in-kind investments of approximately $2.0 million to support local communities around the world;
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Safety metrics in the top-quartile among our peers;
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Continued investments in energy efficiency, renewable energy sources and minimizing use of municipal water sources either through
re-use or use of “fit-for-purpose” water such as sea water;
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At our Northern Operations in Western Australia, implemented a program to eradicate invasive flora in order to protect indigenous
plant species;
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We spent approximately $5.5 million in connection with the rehabilitation activities at our mining sites; and
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At our TiO2 pigment plant in Botlek, the Netherlands,
100% of the plant’s steam needs were derived from renewable steam.
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We have an uncompromising focus on operating safe, reliable and responsible facilities.
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We honor our responsibility to create value for stakeholders.
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We treat others with respect, and act with personal and organizational integrity.
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We build our organization with diverse, talented people who make a positive difference and we invest in their success.
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We are adaptable, decisive and effective.
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We are trustworthy and reliable, and we build mutually rewarding relationships.
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We share accountability, and have high expectations for ourselves and one another.
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•
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We do the right work the right way in every aspect of our business.
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We celebrate the joy of working together to accomplish great things.
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✓
|
An increasingly diverse Board with the appropriate mix of skills, experience and perspective. Assuming all director nominees are
elected at the Annual Meeting, 22% will be women, including the chairperson of our Audit Committee, 55% will be non-U.S. citizens and 11% will be black South Africans. In addition, assuming all director nominees are elected at the Annual
Meeting, of the independent directors, 33% will be women.
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✓
|
The appointment of a Lead Independent Director with meaningful role and responsibilities following the recombination in 2019 of the
Chairman and Chief Executive Officer roles in our current CEO, Jeffry Quinn;
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✓
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Publication of an annual comprehensive sustainability report meeting the GRI Framework for Sustainability Reporting;
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✓
|
Adoption by the Company in late 2018 of a new and improved Code of Conduct;
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✓
|
A portion of all executives’ annual compensation tied to the achievement of safety metrics, reflecting the importance of our employees
and their safety to Tronox. Due to an unsatisfactory safety performance in 2019, the 16% safety component of each executive officer’s annual incentive compensation was not paid;
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✓
|
Assuming all director nominees are elected at the Annual Meeting, six of our nine Directors will be independent under the NYSE listing
standards, with the non-independent Directors consisting of our CEO and Chairman, and the two members appointed by Cristal Netherlands. While such Directors are not deemed to be independent, we believe their interests are aligned with the
Company’s as a result of their significant ownership interest in us;
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✓
|
Directors are elected annually under a majority voting standard;
|
✓
|
All Board Committees are fully independent;
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✓
|
Policy limiting the number of public company boards on which Directors may serve;
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✓
|
Minimum share ownership requirements for Directors and executive officers;
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✓
|
Anti-Hedging of Company Securities Policy; and
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✓
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Shareholder ratification of the selection of external audit firm.
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•
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The director must meet the bright–line independence tests under the listing standards of the NYSE; and
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•
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The board must affirmatively determine that the director otherwise has no material relationship with us, directly or as a partner,
shareholder or officer of an organization that has a relationship with us.
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POSITION
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PERCENTAGE OF
BASE SALARY |
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Chief Executive Officer
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500%
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Executive Officers
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300%
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Other Direct Reports of the CEO at VP Level and Above
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100%
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Percentage of
Annual Cash Retainer |
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Non-employee Directors
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500%
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NAME
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AUDIT
|
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HUMAN RESOURCES
AND COMPENSATION |
| |
CORPORATE
GOVERNANCE AND NOMINATING |
|
Jeffry Quinn
|
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|
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Ilan Kaufthal
|
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|
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M
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|
Mutlaq Al-Morished
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|
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|
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Vanessa Guthrie
|
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M
|
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M
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Wayne Hinman (1)
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|
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M
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C
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Andrew Hines (1)
|
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M
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|
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M
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Peter B. Johnston
|
| |
M
|
| |
M
|
| |
|
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Ginger M. Jones
|
| |
C
|
| |
M
|
| |
|
|
Stephen Jones
|
| |
M
|
| |
C
|
| |
|
|
Moazzam Khan
|
| |
|
| |
|
| |
|
|
Sipho Nkosi
|
| |
|
| |
M
|
| |
M
|
|
(1)
|
Messrs. Hinman and Hines are not director nominees for purposes of the Annual Meeting as neither will be seeking reelection to the
Board.
|
C
|
Chairperson
|
M
|
Member
|
•
|
the organization and function of the Board;
|
•
|
corporate governance principles applicable to the Company;
|
•
|
the Company’s policies and programs that relate to matters of corporate responsibility, including oversight of the Company’s political
advocacy activities and the activities of the Company’s political action committee;
|
•
|
the structure, format and frequency of Board meetings;
|
•
|
remuneration of non-executive Directors; and
|
•
|
If and when the Board determines to recruit new members, establishing the requirements, qualities and characteristics such new Board
members should possess and obtaining suitable candidates for the Board to select.
|
•
|
Oversee the accounting and financial reporting processes of the Company as well as its affiliated and subsidiary companies, as well as
oversee the internal and external audit processes;
|
•
|
Assist the Board in fulfilling its oversight responsibilities by reviewing the financial information which is provided to shareholders
and others, and the system of internal controls which management has established;
|
•
|
Oversee the Company’s independent registered public accounting firm, including their independence and objectivity; and
|
•
|
Review the Company’s enterprise risk management, cybersecurity and information security programs.
|
•
|
Evaluates and determines the salary, incentives and benefits making up the total compensation of our CEO and other executive officers;
|
•
|
Reviews and monitors management succession planning and development, including promotability of all officers;
|
•
|
Defines the terms and conditions, including performance metrics, for the stock options, restricted shares/units and other long-term
equity awards for our executive officers and approves all grants made to the executive officers;
|
•
|
Reviews and approves the annual corporate goals and objectives of our CEO; and
|
•
|
Considers industry conditions, relevant market conditions and our prospects and achievements when making recommendations with respect
to compensation matters.
|
•
|
The HRCC has oversight responsibility with respect to the risks relating to the design and implementation of our compensation and
benefit plans.
|
•
|
The Corporate Governance and Nominating Committee primary focus is to ensure that the Board has the policies, practices and procedures
in place to adequately oversee risk through board membership and structure, succession planning for our Directors, and corporate governance more generally.
|
•
|
A non-executive chairman of the Board of Directors will receive an additional annual retainer of $120,000. Mr. Quinn, as Executive
Chairman, is compensated per the terms of his employment agreement and receives no additional compensation for serving on the Board;
|
•
|
If there is no non-executive Chairman of the Board, the Lead Independent Director will receive an additional annual retainer of
$50,000;
|
•
|
The chairman of the Audit Committee will receive an additional annual retainer of $50,000;
|
•
|
The chairman of the HRCC will receive an additional annual retainer of $20,000;
|
•
|
The chairman of the Corporate Governance and Nominating Committee will receive an additional annual retainer of $20,000; and
|
•
|
A committee member of each of the Audit Committee, HRCC, Corporate Governance and Nominating Committee, or any other committee
established by the Board of Directors, respectively, who is not serving as chairman of such committee, will receive an additional annual retainer of $15,000.
|
NAME
|
| |
FEES EARNED
OR PAID IN CASH ($)(1) |
| |
STOCK
AWARDS ($) (2) |
| |
TOTAL
($) (3) |
Ilan Kaufthal
|
| |
202,500
|
| |
142,683
|
| |
345,183
|
Mutlaq Al-Morished (4)
|
| |
54,396
|
| |
168,126
|
| |
222,522
|
Vanessa Guthrie (4)
|
| |
79,917
|
| |
173,476
|
| |
253,393
|
Andrew P. Hines
|
| |
146,362
|
| |
142,683
|
| |
289,045
|
Wayne A. Hinman
|
| |
140,693
|
| |
142,683
|
| |
283,376
|
Ginger M. Jones
|
| |
145,304
|
| |
142,683
|
| |
287,987
|
Stephen Jones (4)
|
| |
82,966
|
| |
173,476
|
| |
256,442
|
Peter B. Johnston
|
| |
131,250
|
| |
142,683
|
| |
273,933
|
Moazzam Khan (4)
|
| |
54,395
|
| |
168,126
|
| |
222,521
|
Sipho Nkosi
|
| |
123,958
|
| |
142,683
|
| |
266,641
|
(1)
|
Amounts reported in this column include value of shares paid in lieu of quarter three cash fee payment on June 28, 2019 based on
closing stock price of $12.78 for Mr. Hinman (2,206 shares) and Mr. Khan (1,322 shares). Also, amounts reported in this
|
(2)
|
Amounts reported in this column represent the aggregate grant date fair value for restricted shares units granted to each Director
computed in accordance with the share-based compensation accounting guidance under ASC Topic 718. Each Director (other than Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan) received a grant of 16,591 restricted share units
(determined by dividing $150,000 by the ten (10) day average closing price for the Company’s shares for the first 10 trading days in 2019 of $9.04) valued at the NYSE closing price on January 29, 2019 of $8.60. These restricted share
units vest on the first anniversary of the grant date. As part of the Company’s Director grant date transition plan, newly elected Directors who commenced service on the Board during 2019 received the annual equity grant on the date of
the Company’s annual general meeting of shareholders (on May 22, 2019) that vests the earlier of (a) the date of the next annual general meeting of shareholders or (b) May 31st of the year following the grant date (assuming such
individual is a Board member at the time of vesting). As such, on May 22, 2019, Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan received a grant of restricted share units of 15,368, 15,857, 15,857, and 15,368, respectively,
reflecting the annual grant plus a pro-rated number of restricted stock units (since all four directors commenced service with the Board prior to the May 2019 annual general meeting of shareholders) based on $150,000 plus a pro-rated
dollar amount divided by the ten (10) day average closing price for the Company’s shares prior to the grant date of $10.91 and valued at the NYSE closing price on May 22, 2019 of $10.94. Dividends will be accrued on all restricted share
units until the units vest and will be paid at that time. As of December 31, 2019, each non-employee Director (other than Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan) held 16,591 unvested restricted share units. Mr. Al-Morished,
Ms. Guthrie, Mr. Jones, and Mr. Khan held 15,368, 15,857, 15,857, and 15,368 unvested restricted share units, respectively as of December 31, 2019.
|
(3)
|
Amounts reported below are excluded from this column. In 2019, the Company added certain tax equalization and other tax-related
benefits for Directors to mitigate or eliminate additional incremental tax burden as a result of the Company’s corporate reorganization in the first quarter of 2017, when Tronox Limited became managed and controlled in the United Kingdom,
and all of our Board meetings were held in the UK. Although all of our directors are non-resident UK taxpayers, they are liable for UK tax on items such as accommodations and meals while conducting business in the UK that are not
considered taxable benefits in the US. Because of these unusual circumstances, the Company paid the cost to prepare their UK income tax filings, provided tax reimbursements associated with the UK travel-related expenses and cost of the UK
tax filing, and made certain tax equalization payments (that covered tax years 2017 and 2018) as reflected in the table below (based on December 31, 2019 Fx rate.) In 2019 we re-domiciled from Australia to the UK, and while only some of
our future Board meetings will take place in the UK, we intend to continue to mitigate or eliminate any associated incremental tax burden our Directors might incur as a consequence of those meetings.
|
NAME
|
| |
UK Tax
Preparation ($) |
| |
Tax
Reimbursements ($) |
| |
Tax
Equalization Payment ($) |
| |
Total
($) |
Ilan Kaufthal
|
| |
1,989
|
| |
29,024
|
| |
|
| |
31,013
|
Andrew P. Hines
|
| |
1,989
|
| |
40,415
|
| |
109,155
|
| |
151,559
|
Wayne A. Hinman
|
| |
1,989
|
| |
21,926
|
| |
106,414
|
| |
130,329
|
Ginger M. Jones
|
| |
1,989
|
| |
10,051
|
| |
|
| |
12,040
|
Peter B. Johnston
|
| |
1,989
|
| |
26.235
|
| |
|
| |
28,224
|
Sipho Nkosi
|
| |
1,989
|
| |
18,907
|
| |
|
| |
20,896
|
(4)
|
Amounts reported in this table with respect to Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan reflect pro-rated cash and
equity awards (including additional pro-rated equity award for board service commencing prior to the annual grant on May 22, 2019). Pro-rated cash and equity awards were based on board services commencing on March 28, 2019 for Ms. Guthrie
and Mr. Jones and April 10, 2019 for Mr. Al-Morished and Mr. Khan.
|
•
|
Each current Director and Nominee of Tronox Holdings plc;
|
•
|
The current CEO and each named executive officer;
|
•
|
All persons currently serving as Directors and executive officers of Tronox Holdings plc, as a group; and
|
•
|
Each person known to us to own beneficially 5.0% or more of Tronox Holdings plc outstanding shares.
|
NAME AND ADDRESS OF BENEFICIAL OWNER
|
| |
NUMBER OF ORDINARY
SHARES BENEFICIALLY OWNED |
| |
% OF
TOTAL OWNED |
|
5% Shareholders
|
| |
|
| |
|
|
Exxaro Resources Limited
Roger Dyason Road Pretoria West, 0182 South Africa |
| |
14,700,000
|
| |
10.3%
|
|
Cristal International Holdings B.V.
Strawinskylaan 1543, Tower C, fifteenth floor, 1077 XX Amsterdam, the Netherlands |
| |
37,580,000
|
| |
26.2%
|
|
FMR LLC (1)
|
| |
14,658,686
|
| |
10.2%
|
|
The Vanguard Group (2)
|
| |
8,034,120
|
| |
5.6%
|
|
Named Executive Officers and Directors (3)
|
| |
|
| |
|
|
Jeffry N. Quinn
|
| |
239,892
|
| |
*
|
|
Jean-François Turgeon
|
| |
399,010
|
| |
*
|
|
Timothy Carlson
|
| |
163,715
|
| |
*
|
|
John Romano
|
| |
521,226
|
| |
*
|
|
Willem van Niekerk
|
| |
448,216
|
| |
*
|
|
Ilan Kaufthal
|
| |
202,292
|
| |
*
|
|
Mutlaq Al-Morished
|
| |
0
|
| |
*
|
|
Vanessa Guthrie
|
| |
0
|
| |
*
|
|
Andrew P. Hines
|
| |
161,517
|
| |
*
|
|
Wayne A. Hinman
|
| |
155,256
|
| |
*
|
|
Peter B. Johnston
|
| |
87,459
|
| |
*
|
|
Ginger M. Jones
|
| |
40,904
|
| |
*
|
|
Stephen Jones
|
| |
0
|
| |
*
|
|
Moazzam Khan
|
| |
959
|
| |
*
|
|
Sipho Nkosi
|
| |
95,232
|
| |
*
|
|
All Executive Officers, Directors and Nominees as a group (15 persons)
|
| |
2,916,470
|
| |
2.0%
|
|
(1)
|
Information regarding FMR LLC is based solely on the Amendment to the 13G filed with the SEC on February 10, 2020 for the calendar
year ended December 31, 2019. FMR LLC has the sole power to dispose of or to direct the disposition of 14,658,686 of the ordinary shares. The filing reports that Abigail P. Johnson is a Director, the Chairman and the Chief Executive
Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The
Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson
|
(2)
|
Information regarding The Vanguard Group, Inc. is based solely on the Amendment to the 13G filed with the SEC on February 12, 2020
for the calendar year ended on December 31, 2019. The Vanguard Group, Inc. has the sole power to vote or direct the vote of 136,021 of the ordinary shares, the shared power to vote or direct the vote of 14,435 of the ordinary shares, the
sole power to dispose of or to direct the disposition of 7,893,318 of the ordinary shares and the shared power to dispose or to direct the disposition of 140,802 ordinary shares. The address of The Vanguard Group, Inc. is 100 Vanguard
Blvd., Malvern, PA 19355.
|
(3)
|
Shares listed for each Executive Officer, Director and Nominee includes: (i) shares owned by the individual and (ii) shares subject
to options that are exercisable within 60 days of March 18, 2020. Shares subject to options that are exercisable within 60 days include: John Romano, 141,299; Jean-Francois Turgeon, 33,333; Willem van Niekerk, 141,168; and 482,168 for all
Executive Officers and Directors as a group. None of these options contain an exercise price lower than our share price as of March 18, 2020 of $4.79.
|
•
|
Paying for performance - A significant portion of each executive’s potential cash compensation is made subject to achieving business
performance measures.
|
•
|
Alignment with the interests of shareholders - Equity awards align our executives’ financial interests with those of our shareholders
by providing value to our executives if the market price of our shares increases.
|
•
|
Attracting and retaining top talent - The compensation of our executives must be competitive so that we may attract and retain
talented and experienced executives in our industry.
|
•
|
Integration of ESG into executive compensation: 20% of our executives’ annual incentive compensation is determined by their individual
performance, a significant portion of which is an evaluation of how they lead, manage and live our values, the first one of which is: We have an uncompromising focus on operating safe, reliable and responsible facilities. Another 16% of
annual incentive compensation is the achievement of pre-set safety metrics. As stated elsewhere in this Proxy Statement, the safety component of our executives’ annual incentive bonus was not paid in 2019 despite the fact that our safety
metrics --- disabling injury frequency rate (DIR) and total recordable injury frequency rate (TRIFR) --- continued to improve and are well above the top-quartile among our peers. Nonetheless, two contractors were killed at our sites in
2019, and as a result the HRCC decided to withhold the relevant portion of management annual incentive bonus.
|
•
|
Promote creation of long-term shareholder value;
|
•
|
Recruit and retain qualified high performing executive officers;
|
•
|
Motivate high levels of performance; and
|
•
|
Offers compensation that is competitive in the marketplace.
|
NAME
|
| |
AGE (1)
|
| |
TITLE
|
|
Jeffry N. Quinn
|
| |
61
|
| |
Chairman and Chief Executive Officer
|
|
Timothy C. Carlson
|
| |
54
|
| |
Senior Vice President, Chief Financial Officer
|
|
Jean-François Turgeon
|
| |
53
|
| |
Executive Vice President, Chief Operating Officer
|
|
John D. Romano
|
| |
55
|
| |
Executive Vice President, Chief Commercial and Strategy Officer
|
|
Willem Van Niekerk
|
| |
60
|
| |
Senior Vice President, Business Transformation
|
|
(1)
|
As of March 15, 2020.
|
•
|
We seek and carefully consider shareholder feedback regarding our compensation practices.
|
•
|
We strive to link our executive compensation to our performance as follows:
|
—
|
83% of the target compensation for the CEO and 69% of the target compensation for other NEOs is “at-risk”.
|
—
|
We select metrics in our short-term incentive plan that focus our CEO and other NEOs on achieving key annual financial and operational
goals and objectives that drive overall performance that are expected to drive long-term shareholder value. Our short-term incentive plan also has an individual performance metric whereby our CEO and other NEOs performance is measured
against pre-defined objectives.
|
—
|
Metrics in our long-term incentive plan focus our CEO and other NEOs on achieving long-term financial goals that are expected to lead
to increased shareholder value; annual grants with overlapping performance periods reward sustained performance over the long-term.
|
—
|
For our CEO and other NEOs, 80% of targeted 2019 short-term incentive plan payout was linked to overall Tronox results, including
Adjusted EBITDA and safety metrics.
|
—
|
50% of the annual long-term equity awards are linked to TSR performance percentile ranking versus a peer group. The maximum overall
vesting payout is subject to 200% of target RSUs.
|
—
|
50% of the annual long-term equity awards are time-based RSUs that vest over a three-year time period. These time-based RSUs are
intended to incentivize executives to create shareholder value through share price appreciation and provide an employee retention incentive.
|
—
|
Metrics and targets for both the short-term and long-term incentive plans are based on the Company’s strategic and business plans and
annual budgets that are approved by the full Board and are analyzed and tested for reasonableness by the HRCC at the beginning of the performance period. The HRCC actively evaluates the appropriateness of the financial measures used in
incentive plans and the degree of difficulty in achieving specific performance targets.
|
•
|
The HRCC also reviews compensation programs in hindsight when evaluating any future proposed changes.
|
•
|
Peer group appropriateness
|
—
|
Our 2019 benchmarking compensation peer group includes 14 companies that the HRCC believes reflect appropriate industry, size,
geographic scope, and market dynamics.
|
•
|
No re-pricing of stock options
|
•
|
Independent compensation consultants
|
—
|
The HRCC directly retained Frederic W. Cook & Co. (“FW Cook”) and FIT Remuneration Consultants, LLP for 2019. Both consulting
firms did not provide any other services to the Company.
|
•
|
Evaluates and determines the salary, incentives, and benefits making up the total compensation of our CEO, other NEOs and other
executive officers;
|
•
|
Reviews and monitors management succession planning and development, including the readiness for promotion of all officers;
|
•
|
Defines the terms and conditions, including performance metrics, for the stock options, restricted shares/units, and other long-term
equity awards for our executive officers and reviews and approves all grants made to the executive officers;
|
•
|
Reviews and approves the annual corporate goals and objectives of our CEO; and,
|
•
|
Considers industry conditions, relevant market conditions and our prospects and achievements when making recommendations with respect
to compensation matters. The HRCC cannot delegate this authority and regularly reports its activities to the Board.
|
A. Schulman, Inc. (1)
|
| |
Cleveland-Cliffs Inc.
|
| |
Koppers Holdings Inc.
|
Albemarle Corp.
|
| |
Eastman Chemical Company
|
| |
Materion Corp.
|
Cabot Corp.
|
| |
Ferro Corp.
|
| |
SunCoke Energy Inc.
|
Celanese Corp.
|
| |
Huntsman Corp.
|
| |
Teck Resources Ltd.
|
The Chemours Company
|
| |
Tredegar Corp.
|
| |
|
(1)
|
Acquired by LyondellBasell in August 2018.
|
Albemarle Corp.
|
| |
Cleveland-Cliffs Inc.
|
| |
Olin Corp.
|
Ashland Global
|
| |
Ferro Corp.
|
| |
PolyOne
|
Cabot Corp.
|
| |
H.B. Fuller
|
| |
Stepan Company
|
Celanese Corp.
|
| |
Huntsman Corp.
|
| |
Trinseo
|
The Chemours Company
|
| |
Koppers Holdings Inc.
|
| |
Venator Materials
|
|
| |
Minerals Technologies
|
| |
|
Component
|
| |
Key Features
|
| |
Objectives
|
| |
Principal 2019 Actions
|
Base Pay
|
| |
Fixed annual cash amount, paid at regular payroll intervals
Reviewed annually and adjusted if needed based on performance and market comparison |
| |
Provide a regular source of income at reasonable, competitive levels.
|
| |
CEO salary remained the same given his fairly recent hire date. Other NEOs received merit increases
that ranged from 3.0% to 6.7%.
|
Short-term Incentive
|
| |
Performance-based cash compensation opportunity: committee determines payout based on company, regional
or site performance, if applicable, and levels of individual contributions.
Proxy officers participate in the same AIP with our other executives and our other employees, but payout is determined based on overall company performance and levels of individual contribution. |
| |
Focus executive officers and organizations they lead on achieving key annual financial and operational
goals and objectives that drive overall performance and reward for successful performance.
|
| |
Mr. Romano’s AIP target percent was increased from 70% to 75%.
AIP payments were calculated using a predetermined formula based on overall company metrics established at the beginning of the year, plus personal performance results. 2019 AIP payments for the NEOs ranged from 71.8% and 103.6% of target. |
Long-term Incentive (1)
|
| |
Equity-based compensation: amount realized, if any, dependent on company achieving long-range financial
goals and sustained or increased stock price.
LTIP opportunity delivered through: - Time-based RSUs (50% of total LTIP award): • Vest in 3 equal annual installments over a three-year service period. • Award settled in ordinary shares of company stock. • Dividend equivalents accrue and paid only upon vesting. - Performance-based RSUs (50% of total LTIP award): • Shares eligible for vesting based on achievement of Company performance Total Shareholder Return (TSR) performance versus Capital Markets Peer Group over a three-year performance period. • Maximum overall vesting is subject to 200% of target RSUs. • Vest shortly after the end of three-year performance period. • Award settled in ordinary shares of company stock. • Dividend equivalents accrue and paid only upon vesting. No dividend equivalents are paid on above target RSUs that vest. |
| |
Focus executive officers on achieving and sustaining longer-term business results and reward
performance.
Performance-based RSUs motivate officers to achieve three-year financial goals that are expected to lead to increased shareholder value; annual grants with overlapping performance periods reward sustained performance over the long-term. |
| |
LTIP awards were granted to NEOs. The CEO’s dollar value of his LTIP award was increased from
$3,400,000 to $3,700,000. LTIP grants were awarded to other NEOs with a dollar value based on the guideline of 150% of base salary. The LTIP dollar value is then converted to number of RSUs based on the closing price of the Company’s
stock on the date of grant.
Amounts actually earned will vary based on stock price and corporate performance. |
Benefits
|
| |
Additional elements defined by local practice including medical and other insurance benefits, pension
and other long-term savings plans, and post-employment compensation. Cost of health and welfare benefits partially borne by employees, including executive officers.
|
| |
Intended to provide competitive benefits that promote employee health, financial security, and income
security in the event of an executive’s involuntary termination.
|
| |
No significant changes to programs in 2019.
|
Component
|
| |
Key Features
|
| |
Objectives
|
| |
Principal 2019 Actions
|
Limited Perquisites
|
| |
Financial counseling assistance valued at up to $10,000 per year per executive officer to assist with
financial planning given significant Company stockholdings and/or complex foreign tax situations.
Full or partial tax equalization payments (inclusive of any additional tax reimbursements associated with the tax paid, as appropriate) and payment of UK tax incurred on accommodation and meals while conducting business in the UK (inclusive of any additional tax reimbursements associated with the tax paid). |
| |
Intended to provide assistance to executives in making strategic decisions regarding their financial
and tax arrangements.
Intended to mitigate or eliminate incremental tax burden as a result of the Company conducting business in the UK, where applicable for UK activities. |
| |
Added tax equalization payments and payment of UK tax on accommodation and meals while conducting
business in the UK to mitigate or eliminate incremental tax burden as a result of the Company conducting business in the UK, where applicable for UK activities.
|
(1)
|
The LTIP dollar value awarded may differ from the Fair Value of the award as reported in the 2019 Summary Compensation Table which
reports the value of long-term incentives granted in accordance with applicable accounting rules.
|
•
|
The facts and circumstances of the fatality, and the response to the incident at the site;
|
•
|
The trended monthly and full year safety metrics for the site where the incident occurred and for all of Tronox, compared to prior
year and to target, assessing whether safety improved following the incident; and,
|
•
|
The actions taken by management following the incident to address gaps and prevent something like it from occurring again, at the
site, in the region, and across all of Tronox.
|
Overall Tronox Results
|
| |
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
|
Objective
|
| |
Weighting
|
| |
50%
|
| |
100%
|
| |
200%
|
|
Adjusted EBITDA
|
| |
80%
|
| |
12% lower than Budget
|
| |
Meet Tronox Budget
|
| |
12% better than Budget
|
|
Safety
|
| |
20%
|
| |
DIFR ≥ 0.32
TRIFR ≥ 0.70 |
| |
DIR of 0.28
TRIFR of 0.62 |
| |
DIFR ≤ 0.20
TRIFR ≤ 0.50 |
|
|
| |
Performance Levels
|
| |
Actual
Performance |
| |
Actual
Payout % |
| |
Metric
Weighting |
| |
Resulting
Payout % |
| |
Impact of
Fatalities |
| |
Adjusted
Payout % |
||||||
|
| |
Threshold
(50%) |
| |
Target
(100%) |
| |
Maximum
(200%) |
| |||||||||||||||||
Consolidated Adjusted EBITDA
|
| |
$571M
|
| |
$646M
|
| |
$721M
|
| |
$615M
|
| |
79.5%
|
| |
80%
|
| |
63.6%
|
| |
|
| |
63.6%
|
Safety DIFR
|
| |
0.32
|
| |
0.28
|
| |
≤0.20
|
| |
0.14
|
| |
200.0%
|
| |
10%
|
| |
20.0%
|
| |
(20.0%)
|
| |
0.0%
|
Safety TRIFR
|
| |
0.70
|
| |
0.62
|
| |
≤0.50
|
| |
0.44
|
| |
200.0%
|
| |
10%
|
| |
20.0%
|
| |
(20.0%)
|
| |
0.0%
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
TOTAL PAYOUT %:
|
| |
103.6%
|
| |
(40.0%)
|
| |
63.6%
|
•
|
| |
The Cristal transaction
|
| |
•
|
| |
Strategy
|
| |
•
|
| |
Investor relations
|
•
|
| |
Financial targets and business performance
|
| |
•
|
| |
Safety
|
| |
•
|
| |
Corporate governance
|
•
|
| |
Organizational development
|
| |
|
| |
|
| |
|
| |
|
•
|
Securing regulatory approval for, and consummation of, the Cristal transaction, the execution of the required divestiture transaction,
the integration of the two companies and the delivery of synergies above expected target levels in the first nine months after the transaction.
|
•
|
The development and implementation of the Company’s five-pillared strategic plan to create shareholder value from the Company’s
vertical integration and global footprint.
|
•
|
The delivery of strong financial results in a difficult market environment.
|
•
|
The progress in building a single global corporate culture centered about the Company’s core values.
|
•
|
Mr. Quinn’s personal involvement in investor outreach.
|
•
|
The refresh and renewal of the Board of Directors, including the increase in diversity of the Board of Directors.
|
•
|
The increase in the diversity of the Company’s management team and the increased focus on sustainability.
|
|
| |
|
| |
Overall Tronox Results
|
| |
Individual Performance
|
| |
Total Payout
|
|||||||||||||||
Executive
|
| |
Target
Award $ |
| |
Weighting
|
| |
Result
|
| |
Amount
|
| |
Weighting
|
| |
Result
|
| |
Amount
|
| |
$
|
| |
as a
percent of Target award |
Jeffry N. Quinn
|
| |
$ 1,250,000
|
| |
80%
|
| |
63.6%
|
| |
$ 636,000
|
| |
20%
|
| |
245.6%
|
| |
$ 614,000
|
| |
$1,250,000
|
| |
100.0%
|
Timothy C. Carlson
|
| |
$ 386,050
|
| |
80%
|
| |
63.6%
|
| |
$ 196,422
|
| |
20%
|
| |
263.7%
|
| |
$ 203,578
|
| |
$ 400,000
|
| |
103.6%
|
Jean-François Turgeon
|
| |
$ 483,000
|
| |
80%
|
| |
63.6%
|
| |
$ 245,750
|
| |
20%
|
| |
263.2%
|
| |
$ 254,250
|
| |
$ 500,000
|
| |
103.5%
|
John D. Romano
|
| |
$416,250
|
| |
80%
|
| |
63.6%
|
| |
$211,788
|
| |
20%
|
| |
262.1%
|
| |
$218,212
|
| |
$ 430,000
|
| |
103.3%
|
Willem Van Niekerk
|
| |
$369,250
|
| |
80%
|
| |
63.6%
|
| |
$187,874
|
| |
20%
|
| |
104.4%
|
| |
$77,126
|
| |
$ 265,000
|
| |
71.8%
|
AWARD TYPE
|
| |
PERCENTAGE
|
|
Performance-based Restricted Share Units
|
| |
50%
|
|
Time-based Restricted Share Units
|
| |
50%
|
|
•
|
100% of the performance-based RSUs granted will vest based upon the percentile rank of our TSR (defined as share price appreciation
plus dividends reinvested) over the three-year measurement period of January 1, 2019 to December 31, 2021 as compared to companies in the “Capital Markets Peer Group” as defined below. For purposes of calculating TSR, the starting price
for the period will be based on the 30-day average closing price prior to the measurement period and the ending price will be based on the 30-day average closing price prior to the end of the measurement period. The actual number of units
that will vest will be equal to the aggregate number of units granted multiplied by the applicable TSR payout percentage. The TSR payout percentage will be determined using straight-line interpolation between Threshold and Target and
between Target and Maximum.
|
THREE-YEAR TOTAL SHAREHOLDER RETURN PERCENTILE RANKING
|
| |
TSR PAYOUT
PERCENTAGE |
|
65th percentile (Maximum)
|
| |
200%
|
|
50th percentile (Target)
|
| |
100%
|
|
35th percentile (Threshold)
|
| |
25%
|
|
Below 35th percentile
|
| |
0%
|
|
•
|
The HRCC approved the use of the Capital Markets Peer Group that includes the following companies: Cabot Corporation (CBT); Ferro
Corporation (FOE); GCP Applied Technologies Inc. (GCP); H.B. Fuller Company (FUL); Iluka Resources Limited (ILU.AX); Innophos Holdings, Inc. (IPHS); Koppers Holdings Inc. (KOP); Kraton Corporation (KRA); Kronos Worldwide, Inc. (KRO);
Minerals Technologies Inc. (MTX); Orion Engineered Carbons, S.A. (OEC); Quaker Chemical Corporation (KWR); Rayonier Advanced Materials Inc. (RYAM); Synthomer PLC (SYNT.L), The Chemours Company (CC); U.S. Silica Holdings, Inc. (SLCA); and
Venator Materials PLC (VNTR).
|
•
|
For RSUs tied to TSR, the HRCC approved utilizing the same long-term incentive metric design as utilized for the 2019 RSUs awards
(3-year TSR performance of the Capital Markets Peer Group versus Company TSR performance). The HRCC continues to support using the Capital Markets Peer Group for long-term incentives as this peer group better reflects companies that have
similar market characteristics, economics (margins, capital intensity, and cycle dynamics), and trade at similar EBITDA multiples, regardless of company size.
|
•
|
For RSUs tied to ORONA, the HRCC approved utilizing Average Annual ORONA during a three-year measurement period as the performance
metric.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) (1) |
| |
Bonus
($) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
|
Jeffry N. Quinn
Chairman and Chief Executive Officer |
| |
2019
|
| |
1,000,000
|
| |
—
|
| |
4,458,974
|
| |
—
|
| |
1,250,000
|
| |
—
|
| |
554,624
|
| |
7,263,598
|
|
|
2018
|
| |
1,000,000
|
| |
—
|
| |
4,579,871
|
| |
—
|
| |
2,151,250
|
| |
—
|
| |
189,496
|
| |
7,920,617
|
| ||
|
2017
|
| |
88,462
|
| |
—
|
| |
2,814,050
|
| |
—
|
| |
185,881
|
| |
—
|
| |
58,259
|
| |
3,146,652
|
| ||
Timothy C. Carlson
Senior Vice President, Chief Financial Officer |
| |
2019
|
| |
547,831
|
| |
—
|
| |
996,942
|
| |
—
|
| |
400,000
|
| |
—
|
| |
139,709
|
| |
2,084,482
|
|
|
2018
|
| |
532,000
|
| |
—
|
| |
847,580
|
| |
—
|
| |
593,000
|
| |
—
|
| |
143,604
|
| |
2,116,184
|
| ||
|
2017
|
| |
520,000
|
| |
—
|
| |
3,087,559
|
| |
—
|
| |
611,884
|
| |
—
|
| |
80,160
|
| |
4,299,603
|
| ||
Jean-François Turgeon
Executive Vice President, Chief Operating Officer |
| |
2019
|
| |
639,616
|
| |
—
|
| |
1,164,151
|
| |
—
|
| |
500,000
|
| |
—
|
| |
189,027
|
| |
2,492,795
|
|
|
2018
|
| |
619,231
|
| |
—
|
| |
989,053
|
| |
—
|
| |
860,000
|
| |
—
|
| |
187,598
|
| |
2,655,882
|
| ||
|
2017
|
| |
600,500
|
| |
—
|
| |
4,284,340
|
| |
—
|
| |
846,450
|
| |
—
|
| |
169,404
|
| |
5,900,964
|
| ||
John D. Romano
Senior Vice President, Chief Commercial and Strategy Officer |
| |
2019
|
| |
546,923
|
| |
—
|
| |
1,003,276
|
| |
—
|
| |
430,000
|
| |
179,609
|
| |
162,296
|
| |
2,322,105
|
|
|
2018
|
| |
515,067
|
| |
—
|
| |
1,354,599
|
| |
—
|
| |
700,000
|
| |
(75,316)
|
| |
150,819
|
| |
2,645,169
|
| ||
|
2017
|
| |
498,623
|
| |
—
|
| |
2,047,158
|
| |
—
|
| |
656,537
|
| |
80,409
|
| |
142,376
|
| |
3,425,103
|
| ||
Willem Van Niekerk
Senior Vice President, Business Transformation |
| |
2019
|
| |
523,923
|
| |
—
|
| |
953,572
|
| |
—
|
| |
265,000
|
| |
—
|
| |
204,034
|
| |
1,946,529
|
|
|
2018
|
| |
508,355
|
| |
—
|
| |
810,214
|
| |
—
|
| |
567,000
|
| |
—
|
| |
196,636
|
| |
2,082,205
|
| ||
|
2017
|
| |
496,203
|
| |
—
|
| |
3,041,692
|
| |
—
|
| |
583,882
|
| |
—
|
| |
192,966
|
| |
4,314,743
|
|
(1)
|
Mr. Carlson elected to defer 20% of this base salary during 2019 to our Savings Restoration Plan through the deferral program. This
amount of $105,324 is included in this table. Dr. Van Nierkerk elected to defer 15% of this base salary during 2019 to our Savings Restoration Plan through the deferral program. This amount of $75,545 is included in this table.
|
(2)
|
Amounts reported in this column represent the aggregate grant date fair value for our shares (without a discount to reflect the risk
of some or all of the performance vested shares not vesting) in each respective year computed in accordance with the share-based accounting guidance under ASC Topic 718. Further information regarding the 2019 awards is included in the
“Grants of Plan-Based Awards During 2019” and “Outstanding Equity Awards at December 31, 2019” tables appearing later in this Proxy Statement. Further details related to these awards can be found in the “Long Term Incentive Plan” section
in this Proxy Statement. For assumptions for these awards, please see Note 22 to our Consolidated Financial Statements beginning on page 102 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
|
(3)
|
Amounts reflected in this column represent the incentive compensation earned for each year’s performance against predetermined
objectives. Amounts also include payments that were deferred at the election of the NEOs under the terms of the Savings Restoration Plan. For 2019, Dr. Van Niekerk deferred $113,400.
|
(4)
|
Mr. Romano is the only NEO in the Tronox Inc. Retirement plan. The present value of accumulated benefits as of December 31, 2019 was
determined using the estimated ASC 715 assumptions in effect on December 31, 2019. The ASC 715 discount rate was 3.39%. Mr. Romano received no payments, therefore the amounts reported reflect only the aggregate change in the actuarial
present value of Mr. Romano’s accumulated benefit under the pension plan. Our deferred compensation program does not allow for above-market earnings and therefore there is no value included for this amount. Includes the actuarial
increases in the present values of the named executive officer’s benefits under our pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. For a full description
of the pension plan assumptions used by us for financial reporting purposes, see Note 23 to our Consolidated Financial Statements beginning on page 104 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
|
(5)
|
The following table shows the components of “All Other Compensation” in the Summary Compensation Table for the years ended
December 31, 2019, December 31, 2018, and December 31, 2017:
|
Name
|
| |
Year
|
| |
Savings Plan,
Discretionary Contribution, and Restoration Plan ($) (1)(2) |
| |
Other
($) (3) |
|
Jeffry N. Quinn
|
| |
2019
|
| |
372,923
|
| |
181,701
|
|
|
| |
2018
|
| |
142,306
|
| |
47,190
|
|
|
| |
2017
|
| |
7,616
|
| |
50,643
|
|
Timothy C. Carlson
|
| |
2019
|
| |
134,354
|
| |
5,355
|
|
|
| |
2018
|
| |
137,266
|
| |
6,338
|
|
|
| |
2017
|
| |
74,160
|
| |
6,000
|
|
Jean-François Turgeon
|
| |
2019
|
| |
176,981
|
| |
12,046
|
|
|
| |
2018
|
| |
175,882
|
| |
11,716
|
|
|
| |
2017
|
| |
157,740
|
| |
11,664
|
|
John D. Romano
|
| |
2019
|
| |
147,069
|
| |
15,227
|
|
|
| |
2018
|
| |
140,592
|
| |
10,227
|
|
|
| |
2017
|
| |
132,376
|
| |
10,000
|
|
Willem Van Niekerk
|
| |
2019
|
| |
128,476
|
| |
75,558
|
|
|
| |
2018
|
| |
131,068
|
| |
65,568
|
|
|
| |
2017
|
| |
116,896
|
| |
76,071
|
|
(1)
|
The Company match into the U.S. Savings Plan was 100% of the first 6% of employee’s contributions up to the IRC limits for each year
and the same match went into the Savings Restoration Plan for all eligible income above the IRC limit.
|
(2)
|
The Company made a discretionary contribution of 6% of employee’s earnings into the U.S. Savings Plan up to the IRC limit for each
year and the same contribution went into the Savings Restoration Plan for all eligible income above the IRC limit.
|
(3)
|
This column reflects all other compensation that is not reported elsewhere. For 2019, we are reporting the following: Mr. Quinn:
$6,007 for disability & life insurance premiums, $124,837 for personal aircraft use valued as the aggregate incremental cost to the Company of a company-provided aircraft, $3,881 for financial consulting; $46,976 for UK tax and
associated tax reimbursement on the cost of accommodation and meals while conducting business in the UK, Mr. Carlson: $5,355 for disability & life insurance premiums; Mr. Turgeon: $5,403 for disability & life insurance premiums
and $6,643 for financial consulting; Mr. Romano: $5,227 for disability & life insurance premiums and $10,000 for financial consulting and Dr. Van Niekerk: $5,558 for disability & life insurance premiums, $10,000 for financial
consulting, and $60,000 for housing per his employment agreement. We determine the incremental cost of personal use of our corporate aircraft based on the variable operating costs to us, which includes: (i) landing, ramp and parking fees
and expenses; (ii) crew travel expense; (iii) supplies and catering; (iv) aircraft fuel and oil expenses per hour of flight; (v) customs, foreign permit and similar fees; (vi) crew travel; and (vii) passenger ground transportation.
Because our aircraft is used primarily for business travel, this methodology excludes fixed lease costs that do not change based on usage.
|
Name
|
| |
Grant
Date |
| |
Grant
Date Approval (1) |
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (2) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards (3) |
| |
|
| |
|
| |
|
| |
|
| ||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) (4) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Valu e of Stoc k and Option Awards ($) (5) |
| ||||||||
Jeffry N. Quinn
|
| |
—
|
| |
|
| |
625,000
|
| |
1,250,000
|
| |
2,500,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
206,243
|
| |
|
| |
|
| |
1,850,000
|
| ||
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
51,561
|
| |
206,243
|
| |
412,486
|
| |
|
| |
|
| |
|
| |
2,608,974
|
| ||
Timothy C. Carlson
|
| |
—
|
| |
|
| |
193,025
|
| |
386,050
|
| |
772,100
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
46,112
|
| |
|
| |
|
| |
413,625
|
| ||
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
11,528
|
| |
46,112
|
| |
92,224
|
| |
|
| |
|
| |
|
| |
583,317
|
| ||
Jean- François Turgeon
|
| |
—
|
| |
|
| |
241,500
|
| |
483,000
|
| |
966,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
53,846
|
| |
|
| |
|
| |
482,999
|
| ||
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
13,462
|
| |
53,846
|
| |
107,692
|
| |
|
| |
|
| |
|
| |
681,152
|
| ||
John D. Romano
|
| |
—
|
| |
|
| |
208,125
|
| |
416,250
|
| |
832,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
46,405
|
| |
|
| |
|
| |
416,253
|
| ||
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
11,601
|
| |
46,405
|
| |
92,810
|
| |
|
| |
|
| |
|
| |
587,023
|
| ||
Willem Van Niekerk
|
| |
—
|
| |
|
| |
184,625
|
| |
369,250
|
| |
738,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
44,106
|
| |
|
| |
|
| |
395,631
|
| ||
|
2/7/2019
|
| |
2/7/2019
|
| |
|
| |
|
| |
|
| |
11,027
|
| |
44,106
|
| |
88,212
|
| |
|
| |
|
| |
|
| |
557,941
|
|
(1)
|
The HRCC approved the February 7, 2019 grants at its meeting on February 7, 2019.
|
(2)
|
Amounts in these columns reflect the threshold, target and maximum payout levels for the 2019 annual incentive award. Further
details regarding these awards can be found in the section titled “2019 Short-Term Incentive Plan.”
|
(3)
|
Amounts in these columns reflect the threshold, target and maximum amount of performance-based units that were granted to the NEOs
under the equity program. For performance-based units granted on February 7, 2019, the payout is determined at the end of the three-year measurement period based on the percentile rank of our TSR (defined as share price appreciation plus
dividends reinvested) as compared to companies in the “Capital Markets Peer Group”. Further details regarding these grants can be found in the sections titled “Long-Term Incentive Program” and “2019 Long-Term Incentive Program”.
|
(4)
|
Amounts in this column represent the number of time-based restricted units granted to the NEOs under the equity program. These units
vest one-third on March 5, 2020, March 5, 2021, and March 5, 2022.
|
(5)
|
The amounts in this column have been calculated in accordance with FASB ASC Topic 718. For the grants made on February 7, 2019, the
value of time-based restricted share units is the number of units granted multiplied by the closing price of our ordinary shares on the grant date of $8.97 and the value of performance-based restricted share units is the number of units
granted (100% of the total performance-based restricted share units granted) multiplied by the grant date fair value of $12.65 which was determined using a Monte-Carlo simulation and is 141% of the closing price of our ordinary shares on
that date of $8.97.
|
(6)
|
granted (100% of the total performance-based restricted share units granted) multiplied by the grant date fair value of $20.17 which
was determined using a Monte-Carlo simulation and is 111% of the closing price of our ordinary shares on that date of $18.17 and the value of Integration performance-based restricted share units is the number of units granted multiplied
by the closing price of our ordinary shares on the grant date of $18.17.
|
|
| |
Option Awards (1)
|
| |
Stock Awards (2)
|
| |||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(3) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
|
Jeffry N. Quinn
|
| |
12/1/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
115,000
|
| |
1,313,300
|
|
|
2/8/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
60,477
|
| |
690,647
|
| |
90,715
|
| |
1,035,965
|
| ||
|
7/2/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
50,000
|
| |
571,000
|
| ||
|
2/7/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
206,243
|
| |
2,355,295
|
| |
206,243
|
| |
2,355,295
|
| ||
Timothy C. Carlson
|
| |
2/2/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
9,871
|
| |
112,727
|
| |
29,613
|
| |
338,180
|
|
|
2/21/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
107,096
|
| |
1,223,036
|
| ||
|
2/8/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
14,291
|
| |
163,203
|
| |
21,436
|
| |
244,799
|
| ||
|
2/7/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
46,112
|
| |
526,599
|
| |
46,112
|
| |
526,599
|
| ||
Jean-François Turgeon
|
| |
2/10/2014
|
| |
33,333
|
| |
—
|
| |
21.98
|
| |
2/10/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2/2/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
11,390
|
| |
130,074
|
| |
34,169
|
| |
390,210
|
| ||
|
2/21/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
160,643
|
| |
1,834,543
|
| ||
|
2/8/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
16,676
|
| |
190,440
|
| |
25,014
|
| |
285,660
|
| ||
|
2/7/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
53,846
|
| |
614,921
|
| |
53,846
|
| |
614,921
|
| ||
John D. Romano
|
| |
6/26/2012
|
| |
18,695
|
| |
—
|
| |
25.90
|
| |
6/26/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2/25/2013
|
| |
95,710
|
| |
—
|
| |
19.09
|
| |
2/25/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| ||
|
2/10/2014
|
| |
26,894
|
| |
—
|
| |
21.98
|
| |
2/10/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| ||
|
2/2/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
9,466
|
| |
108,102
|
| |
28,396
|
| |
324,282
|
| ||
|
6/27/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
80,322
|
| |
917,277
|
| ||
|
2/8/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
13,874
|
| |
158,441
|
| |
20,811
|
| |
237,662
|
| ||
|
7/2/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
—
|
| |
—
|
| |
26,774
|
| |
305,759
|
| ||
|
2/7/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
46,405
|
| |
529,945
|
| |
46,405
|
| |
529,945
|
| ||
Willem Van Niekerk
|
| |
10/26/2012
|
| |
18,695
|
| |
—
|
| |
20.64
|
| |
10/26/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2/25/2013
|
| |
95,710
|
| |
—
|
| |
19.09
|
| |
2/25/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| ||
|
2/10/2014
|
| |
26,763
|
| |
—
|
| |
21.98
|
| |
2/10/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| ||
|
2/2/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
9,420
|
| |
107,576
|
| |
28,258
|
| |
322,706
|
| ||
|
2/21/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
|
| |
|
| |
107,096
|
| |
1,223,036
|
| ||
|
2/8/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
13,661
|
| |
156,009
|
| |
20,491
|
| |
234,007
|
| ||
|
2/7/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
|
| |
44,106
|
| |
503,691
|
| |
44,106
|
| |
503,691
|
|
(1)
|
Option awards generally vest at the rate of one-third per year on the anniversary of the grant date.
|
(2)
|
Time-based awards generally vest at the rate of one-third per year on the anniversary of the grant date. Performance-based awards
generally vest on the third anniversary of the grant date. Time-based awards granted in 2019 vest one-third on March 5, 2020, March 5, 2021, and March 5, 2022. Performance-based awards granted in 2019 vest on March 5, 2022, subject to
Company performance.
|
(3)
|
Market value of shares is based on a share price of $11.42, the closing price of our ordinary shares on December 31, 2019.
|
|
| |
Option Awards
|
| |
STOCK AWARDS
|
| ||||||
NAME
|
| |
NUMBER OF SHARES
ACQUIRED ON EXERCISE (#) |
| |
VALUE REALIZED
ON EXERCISE ($) |
| |
NUMBER OF SHARES
ACQUIRED ON VESTING (#) |
| |
VALUE REALIZED
ON VESTING ($) (1) |
|
Jeffry N. Quinn (2)
|
| |
—
|
| |
—
|
| |
43,814
|
| |
388,896
|
|
Timothy C. Carlson
|
| |
—
|
| |
—
|
| |
31,057
|
| |
326,304
|
|
Jean-François Turgeon
|
| |
—
|
| |
—
|
| |
226,944
|
| |
2,711,554
|
|
John D. Romano
|
| |
—
|
| |
—
|
| |
188,607
|
| |
2,253,478
|
|
Willem Van Niekerk
|
| |
—
|
| |
—
|
| |
188,454
|
| |
2,252,093
|
|
(1)
|
Amounts reflect the closing price of our stock on the date the shares/units vested.
|
(2)
|
The shares acquired on vesting by Mr. Quinn during 2019 include 13,576 restricted stock shares from a director stock award received
in 2016 which was disclosed in prior year’s schedules of Non-Employee Director Compensation. This award vested ratably over a three-year period from the date of grant.
|
NAME
|
| |
PLAN NAME
|
| |
NUMBER OF
YEARS CREDITED SERVICE (#)(1) |
| |
PRESENT VALUE OF
ACCUMULATED BENEFIT ($)(2) |
|
John D. Romano
|
| |
Tronox Incorporated Retirement Plan
|
| |
20.167
|
| |
774,836
|
|
(1)
|
The years of credited service is fixed as of the date the plan was frozen in 2009.
|
(2)
|
The present value of accumulated benefits for the Tronox Incorporated Retirement Plan as of December 31, 2019 was determined using
the estimated ASC 715 assumptions in effect on December 31, 2019. The ASC 715 discount rate was 3.39%.
|
NAME
|
| |
EXECUTIVE
CONTRIBUTIONS IN LAST FY ($) (1) |
| |
REGISTRANT
CONTRIBUTIONS IN LAST FY ($) (2) |
| |
AGGREGATE
EARNINGS IN LAST FY ($) |
| |
AGGREGATE
WITHDRAWALS/ DISTRIBUTIONS ($) |
| |
AGGREGATE
BALANCE AT LAST FYE ($) (3) |
|
Jeffry N. Quinn
|
| |
—
|
| |
339,323
|
| |
56,922
|
| |
—
|
| |
500,253
|
|
Timothy C. Carlson
|
| |
105,324
|
| |
100.754
|
| |
71,501
|
| |
—
|
| |
627,683
|
|
Jean-François Turgeon
|
| |
—
|
| |
143,381
|
| |
189,535
|
| |
—
|
| |
1,045,733
|
|
John D. Romano
|
| |
—
|
| |
113,469
|
| |
235,186
|
| |
—
|
| |
1,091,006
|
|
Willem Van Niekerk
|
| |
188,945
|
| |
99,466
|
| |
248,896
|
| |
—
|
| |
1,648,235
|
|
(1)
|
Amounts reflected in this column were also included in the Summary Compensation Table as of December 31, 2019 as follows: $105,324
for Mr. Carlson was included in the 2019 “salary” column and for Dr. Van Niekerk $75,545 was included in the 2019 “salary” column and $113,400 was included in the Non-Equity Incentive Compensation column. This amount represents deferral
of pay elected by a NEO under our Savings Restoration Plan.
|
(2)
|
Amounts reflected in this column are also included in the “all other compensation” column in the Summary Compensation Table as of
December 31, 2019.
|
(3)
|
Amounts in this column include amounts previously included in current or prior year Summary Compensation Tables as follows: for
Mr. Quinn $448,629, for Mr. Carlson $562,504; for Mr. Turgeon $786,065; for Mr. Romano $609,340; and for Dr. Van Niekerk $1,317,746.
|
(1)
|
Employment agreements;
|
(2)
|
Our retirement plans; and,
|
(3)
|
Award agreements issued under the Equity Incentive Plan.
|
(1)
|
Any Accrued Benefits;
|
(2)
|
The pro-rata portion of the named executive officer’s annual bonus in the year of termination based on actual results for such year.
|
(3)
|
Dr. Van Niekerk and his eligible dependents only, continued medical, dental, and vision coverage for a period of 12 months following
the date of termination.
|
(1)
|
Any Accrued Benefits;
|
(2)
|
The pro-rata portion of the named executive officer’s annual bonus in the year of termination based on the actual results for such
year;
|
(3)
|
Continued medical, dental, and vision coverage for the named executive officer and his or her eligible dependents for a period of 24
months (for Mr. Quinn) or 12 months (for all other NEOs) following the date of termination;
|
(4)
|
Either two (2) times (for Mr. Quinn) or one (1) times (for all other NEOs) the sum of (i) the named executive officer’s annual base
salary, and (ii) the named executive officer’s target bonus in the year of his termination.
|
(1)
|
Any Accrued Benefits;
|
(2)
|
The pro-rata portion of the named executive officer’s annual bonus in the year of termination based on the actual results for such
year;
|
(3)
|
Continued medical, dental, and vision coverage for the named executive officer and his or her eligible dependents for a period of 24
months (for Mr. Quinn), 18 months (for Mr. Romano and Dr. Van Niekerk) or 12 months (for all other NEOs) following the date of termination;
|
(4)
|
Either three (3) times (for Mr. Quinn) or two (2) times (for Mr. Romano and Dr. Van Niekerk) or one (1) times (for Mr. Turgeon and
Mr. Carlson) the sum of (i) the named executive officer’s annual base salary, and (ii) the named executive officer’s target bonus in the year of his termination. For Mr. Carlson, he receives an additional one (1) times annual base salary
in the year of his termination; and,
|
(5)
|
In the case of Mr. Quinn only, vesting of all equity-based incentive compensation in accordance with the terms of the Quinn Amended
and Restated Employment Agreement (see “Employment Agreements”) and the applicable grant agreements.
|
(1)
|
If the executive officer is involuntarily terminated without Cause or for Good Reason, all unvested stock options and next tranche of
time-based restricted shares/units will be prorated for time worked and vest immediately. All performance-based restricted shares/units will be prorated for time worked and will vest at the end of the original three-year vesting period.
|
(2)
|
In the event of a Change of Control, all unvested stock options and all restricted shares/units, including performance-based
shares/units, will vest immediately, provided the executive is continuously employed by Tronox or its subsidiaries through the date of such Change of Control.
|
(3)
|
In the event of death or disability, all unvested stock options and all restricted shares/units will vest immediately.
|
(4)
|
If the executive officer is terminated for any other reason, all unvested shares will be forfeited upon termination.
|
NAME
|
| |
TYPE OF PAYMENT OR BENEFIT
|
| |
VOLUNTARY
RESIGNATION ($) |
| |
DEATH OR
DISABILITY ($) |
| |
INVOLUNTARY
NOT FOR CAUSE TERMINATION OR TERMINATION FOR GOOD REASON ($) |
| |
TERMINATION
RESULTING FROM A CHANGE of CONTROL (CIC) ($) |
Jeffry N. Quinn
|
| |
Cash Severance:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Cash Severance (1)
|
| |
—
|
| |
—
|
| |
4,500,000
|
| |
6,750,000
|
|
| |
Accrued Sick & Vacation Pay (2)
|
| |
221,793
|
| |
221,793
|
| |
221,793
|
| |
221,793
|
|
| |
Accrued Target Bonus (3)
|
| |
—
|
| |
1,250,000
|
| |
1,250,000
|
| |
1,250,000
|
|
| |
Equity:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Restricted Shares/Units (4)
|
| |
—
|
| |
8,321,503
|
| |
3,382,992
|
| |
8,321,503
|
|
| |
Stock Options (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Medical Benefits (6)
|
| |
—
|
| |
—
|
| |
32,950
|
| |
32,950
|
|
| |
Total
|
| |
221,793
|
| |
9,793,296
|
| |
9,387,735
|
| |
16,576,246
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Timothy C. Carlson
|
| |
Cash Severance:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Cash Severance (7)
|
| |
—
|
| |
—
|
| |
937,550
|
| |
1,489,050
|
|
| |
Accrued Sick & Vacation Pay (2)
|
| |
125,676
|
| |
125,676
|
| |
125,676
|
| |
125,676
|
|
| |
Accrued Target Bonus (3)
|
| |
—
|
| |
386,050
|
| |
386,050
|
| |
386,050
|
|
| |
Equity:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Restricted Shares/Units (4)
|
| |
—
|
| |
3,135,144
|
| |
1,775,810
|
| |
3,135,144
|
|
| |
Stock Options (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Medical Benefits (6)
|
| |
—
|
| |
—
|
| |
18,531
|
| |
18,531
|
|
| |
Total
|
| |
125,676
|
| |
3,646,870
|
| |
3,243,617
|
| |
5,154,451
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jean-François Turgeon
|
| |
Cash Severance:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Cash Severance (7)
|
| |
—
|
| |
—
|
| |
1,127,000
|
| |
1,127,000
|
|
| |
Accrued Sick & Vacation Pay (2)
|
| |
200,634
|
| |
200,634
|
| |
200,634
|
| |
200,634
|
|
| |
Accrued Target Bonus (3)
|
| |
—
|
| |
483,000
|
| |
483,000
|
| |
483,000
|
|
| |
Equity:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Restricted Shares/Units (4)
|
| |
—
|
| |
4,060,769
|
| |
2,348,626
|
| |
4,060,769
|
|
| |
Stock Options (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Medical Benefits (6)
|
| |
—
|
| |
—
|
| |
9,745
|
| |
9,745
|
|
| |
Total
|
| |
200,634
|
| |
4,744,403
|
| |
4,169,005
|
| |
5,881,148
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
John D. Romano
|
| |
Cash Severance:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Cash Severance (7)
|
| |
—
|
| |
—
|
| |
971,250
|
| |
1,942,500
|
|
| |
Accrued Sick & Vacation Pay (2)
|
| |
676,681
|
| |
676,681
|
| |
676,681
|
| |
676,681
|
|
| |
Accrued Target Bonus (3)
|
| |
—
|
| |
416,250
|
| |
416,250
|
| |
416,250
|
|
| |
Equity:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Restricted Shares/Units (4)
|
| |
—
|
| |
3,111,413
|
| |
1,682,326
|
| |
3,111,413
|
|
| |
Stock Options (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Pension Benefits (8)
|
| |
907,290
|
| |
907,290
|
| |
907,290
|
| |
907,290
|
|
| |
Medical Benefits (6)
|
| |
—
|
| |
—
|
| |
21,512
|
| |
32,269
|
|
| |
Total
|
| |
1,583,971
|
| |
5,111,634
|
| |
4,675,309
|
| |
7,086,403
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Willem Van Niekerk
|
| |
Cash Severance:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Cash Severance (7)
|
| |
—
|
| |
—
|
| |
896,750
|
| |
1,793,500
|
|
| |
Accrued Sick & Vacation Pay (2)
|
| |
224,698
|
| |
224,698
|
| |
224,698
|
| |
224,698
|
|
| |
Accrued Target Bonus (3)
|
| |
—
|
| |
369,250
|
| |
369,250
|
| |
369,250
|
|
| |
Equity:
|
| |
|
| |
|
| |
|
| |
|
|
| |
Restricted Shares/Units (4)
|
| |
—
|
| |
3,050,716
|
| |
1,734,264
|
| |
3,050,716
|
|
| |
Stock Options (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
Medical Benefits (6)
|
| |
—
|
| |
13,938
|
| |
13,938
|
| |
20,906
|
|
| |
Total
|
| |
224,698
|
| |
3,658,602
|
| |
3,238,901
|
| |
5,459,070
|
(1)
|
Cash Severance is based on annual rate of pay plus annual target bonus. For Mr. Quinn, this amount is two times base salary plus
target bonus for Involuntary Not for Cause Termination and three times base salary plus target bonus for Termination Resulting from a Change in Control.
|
(2)
|
Per each NEO’s employment agreement or letter, accrued vacation and sick leave balances will be paid out upon termination.
|
(3)
|
Accrued Bonus is defined as the prorated incentive amount due for performance up to the date of termination. For the examples, this
amount is shown at target amounts for the full calendar year; however, in the event of a termination, actual payment will be based on actual time worked and actual performance results for the Company.
|
(4)
|
The treatment of the Restricted Share Units is based on their award agreements. For Death and Disability, all outstanding units,
including performance-based units will vest immediately (performance-based units vest at target levels). For Involuntary Not for Cause Terminations, all unvested performance-based units will be pro-rated for time worked from Grant date to
Termination date and the tranche of time-based units scheduled to vest in 2020 will be pro-rated based on time worked in calendar year 2019. In the event of termination resulting from a Change in Control, all outstanding units, including
performance-based units, will vest immediately. Value of performance-based units is based on target number of performance-based units. For Mr. Quinn, the Change in Control termination window is any time during the 90-day period preceding,
or twenty-four (24) month period following a change in control of the Company. Amounts are calculated using December 31, 2019 NYSE closing price of our stock of $11.42.
|
(5)
|
None of our NEOs have any unvested options.
|
(6)
|
Continued medical benefits include medical, dental, and vision coverage through COBRA paid for by the company for Mr. Quinn and
amounts are net of employee contributions for other NEOs.
|
(7)
|
Cash Severance is based on annual rate of pay plus annual target bonus. For Mr. Turgeon, this amount is one times base salary plus
target bonus for Involuntary Not for Cause Termination or Termination resulting from Change in Control. For Mr. Romano and Dr. Van Niekerk, this amount is one times base salary plus target bonus for Involuntary Not for Cause Termination
and two times base salary plus target bonus for Termination resulting from a Change in Control. For Mr. Carlson, this amount is one times base salary plus target bonus for Involuntary Not for Cause Termination and one times base salary
plus target bonus, plus an additional one year of base salary for Termination resulting from a Change in Control.
|
(8)
|
Pension benefits are calculated as the lump-sum walk-away value under the U.S. Pension Plan. The lump-sum assumption is based on IRS
417(e) interest rates and mortality using a one-year stability period with a two-month look-back period.
|
•
|
Our total global employee workforce was 6,666, and we did not exclude any employees (other than our CEO) from this total using
permitted exceptions.
|
•
|
We used a consistently applied compensation measure of “gross earnings.” We collected gross earnings information for calendar year
2019 from each of our respective payroll registers for all employees of the Company and its consolidated subsidiaries. Gross wages generally included an employee’s gross income, including wages, overtime, bonuses and other cash
incentives.
|
•
|
We then converted total gross earnings paid in local currencies to U.S. dollars by applying the exchange rate as of the determination
date.
|
•
|
We annualized gross earnings for our new and mid-year hires and for those employees on unpaid leave for any period of time during the
respective measurement period.
|
•
|
We then sorted the gross earnings for each employee (excluding the CEO) from lowest to highest and identified the employee who was
paid the median 2019 annual gross earnings amount. Our fiscal year 2019 median employee is employed in the UK at our Stallingborough location.
|
AMOUNTS IN $000S
|
| |
2019
|
| |
2018
|
Audit Fees (1)
|
| |
$13,563
|
| |
$7,659
|
Audit Related Fees (2)
|
| |
62
|
| |
3
|
Tax Fees (3)
|
| |
2,898
|
| |
4,875
|
All Other Fees (4)
|
| |
6
|
| |
6
|
Total Fees
|
| |
$16,529
|
| |
$12,543
|
(1)
|
Fees for professional services performed for the integrated audit of the Company’s annual consolidated financial statements and
review of financial statements included in the Company’s Form 10-K and 10-Q filings, and other services that are normally provided in connection with statutory and regulatory filings or engagements.
|
(2)
|
Fees for services performed that are reasonably related to the performance of the audit or review of the Company’s financial
statements. This may include any attestations that are required by statute or regulation, and employee benefit and compensation plan audits.
|
(3)
|
Fees for professional services performed with respect to tax compliance, tax advice and tax planning. This includes preparation of
original and amended tax returns for the Company and consolidated subsidiaries, refund claims, payment planning and tax audit assistance.
|
(4)
|
Fees for other permitted work performed that does not fall within the categories set forth above.
|
•
|
The service is one of a set of permitted services that the independent registered public accounting firm is allowed to provide; and
|
•
|
The services must be brought to the attention of the Audit Committee and approved prior to the completion of the annual audit
|
•
|
In each of the last two years, well over 90% of our shareholders have approved of our executive compensation programs demonstrating
that shareholders do not believe our use of equity is excessive.
|
•
|
Over the last four years, the number of shares granted to management and directors has approximated 2.5% of weighted average shares
outstanding, which, relative to our peers, the Board does not believe is excessive, particularly given factors which have increased that percentage:
|
➢
|
When we closed the Cristal acquisition, we made one-time grants of Performance RSUs (the “Cristal Transaction grants”) to the
individuals at both legacy Cristal and Tronox who are directly responsible for delivering the substantial synergies that we believe will be created by the transaction and that will directly benefit our shareholders. These shares will vest
in 2021 if the promised level of synergies are delivered.
|
➢
|
Performance RSU grants that vested in 2019 (2016 grant) and 2020 (2017 grant) paid-out at levels higher than target, resulting in the
issuance of ancillary shares for the performance higher than target.
|
➢
|
Adjusting for these two factors, the number of shares granted as a percentage of the weighted average shares outstanding would have
averaged approximately 1.6% over the last four years.
|
•
|
Our fully diluted overhang of 4.43%, which is above our peer group median of 3.41%, has been impacted by two factors, which when taken
into account, results in an adjusted overhang of 2.63%, below the peer group median:
|
➢
|
The non-recurring Cristal Transaction grants, representing 1.0% of the overhang, will vest in April 2021 only if we realize
significant synergies; and,
|
➢
|
1.26 million of legacy stock options (granted 2012-2014), representing 0.8% of the overhang, that are deeply out-of-the-money (4-6x)
and unlikely to be exercised over the remaining term of the option.
|
•
|
As a result of the closing of the Cristal Transaction, the number of employees receiving share-based equity incentive as part of their
overall compensation has increased.
|
•
|
Our stock price is highly volatile so that accurately estimating the number of shares we need to fund our ordinary course equity
grants under the MEIP is difficult.
|
•
|
Our use of equity under the MEIP is extremely broad-based among a relatively large number of senior leaders. Approximately 65% of our
equity grants go to executives other than our CEO and NEOs;
|
•
|
Approximately 4.6% of our annual grants of restricted stock units go to the members of our Board of Directors. Equity makes up
approximately 50% of our Directors’ compensation and Directors are required to hold a minimum of 500% of their total annual compensation in Tronox ordinary shares. As of the date hereof, each of our non-executive director nominees have
met their ownership guideline other than Messrs. Jones, Al-Morished and Khan and Ms. Guthrie, each of whom joined the board in 2019.
|
•
|
62% of CEO compensation is in the form of equity as a significant substitute for cash;
|
•
|
Minimum share ownership requirements for our CEO (5x base salary) and other NEOs (3x base salary). No liberal share recycling. As of
the date hereof, all of our NEOs have met their ownership guideline.
|
•
|
No repricing of stock options without shareholder approval;
|
•
|
No reload options;
|
•
|
No payment of accrued dividend equivalents on unvested restricted share unit awards; and
|
•
|
“Double trigger” vesting in the context of a change of control.
|
•
|
Submitting another timely, later-dated proxy by mail;
|
•
|
Delivering timely written notice of revocation to our Secretary in accordance with our Articles of Association; or,
|
•
|
Voting during the Annual Meeting via the Internet. If your ordinary shares are held beneficially in street-name, you may revoke your
proxy by following the instructions provided by your broker, trustee, nominee or depositary, as applicable.
|
•
|
Certain note disclosures relevant to the company and its subsidiaries (the ‘group”)
|
•
|
Statement of Director’s Responsibilities
|
•
|
UK Statutory Strategic Report
|
•
|
UK Statutory Directors’ Report
|
•
|
Directors’ Remuneration Report
|
•
|
Tronox Holdings plc parent company financial statements
|
Group
|
| |
2019
|
Average number of people (including executive directors) employed:
|
| |
|
Employees
|
| |
|
Male
|
| |
4,041
|
Female
|
| |
896
|
Total average headcount
|
| |
4,937
|
|
| |
|
Senior Managers
|
| |
|
Male
|
| |
27
|
Female
|
| |
4
|
Total average annual headcount
|
| |
31
|
Group
|
| |
2019
|
Salaries
|
| |
319,733
|
Defined contribution costs
|
| |
15,849
|
Defined benefit costs
|
| |
5,828
|
Total employee costs
|
| |
341,410
|
Required item in the UK Statutory
Strategic Report |
| |
Where information can be found in the
Annual Report on Form 10-K or in this Annual Report |
A fair review of the company’s business, including use of KPI’s
|
| |
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
The parent company’s principal activity is that of a holding company for Tronox Investment Holdings Limited (TIHL) whose main activities through its subsidiaries is the production and marketing of titanium bearing mineral sands and titanium dioxide (“TiO2”) pigment. Refer to the parent company “notes to the financial statements” for investment in subsidiary impairment assessment and recoverability of amounts from other group undertakings. |
|
| |
|
A description of the principal risks and uncertainties
|
| |
Part I, Item IA. Risk Factors
|
|
| |
|
Information on environmental matters (including the impact of the company’s business on the
environment)
|
| |
Part I, Item I. Business – Overview, Environmental, Health and Safety Authorizations
|
|
| |
|
Information about the company’s employees
|
| |
Part I, Item I. Business, Employees
|
|
| |
|
Information about social, community and human rights issues
|
| |
Tronox group ensures it abides by its Code of Ethics and Business Conduct filed as Exhibit 14.1 –
Code of Ethics and Business Conduct
|
|
| |
|
Number of persons of each sex who were Senior Managers and employees
|
| |
Certain disclosures relevant to the group section of this document.
|
|
| |
|
Information on anti-corruption and anti-bribery matters
|
| |
Filed as Exhibit 14.1 – Code of Ethics and Business Conduct
|
|
| |
|
Description of the company’s strategy
|
| |
Part I, Item I. Business, 2019 Key Strategic Initiatives
|
|
| |
|
Description of the company’s business model
|
| |
Part Item I. Business, Our Principal Products, Mining and Beneficiation of Mineral Sands Deposits,
Production of TiO2 Pigment, Marketing of TiO2, Research and Development
|
•
|
The likely consequences of any decisions in the long-term;
|
•
|
The interests of the company’s employees;
|
•
|
The need to foster the company’s business relationships with suppliers, customers and others;
|
•
|
The impact of the company’s operations on the community and the environment;
|
•
|
The desirability of the company maintaining a reputation for high standards of business conduct; and
|
•
|
The need to act fairly as between shareholders of the company.
|
Required item in the UK Statutory
Directors’ Report |
| |
Responses or where information can be found in this
Annual Report or in the Annual Report on Form 10-K |
Describe the principal activities of the group
|
| |
Part I, Item I. Business
|
|
| |
|
Indication of the likely future developments of the group’s business
|
| |
Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of
Operations
|
|
| |
|
Details of the recommended dividend
|
| |
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations. Liquidity and Capital Resources
|
|
| |
|
Indication of the group’s research and development activities
|
| |
Part Item I. Business, Research and Development
|
|
| |
|
Level of political donations and political expenditure
|
| |
Our Code of Ethics and Business Conduct prohibits the Company from using any corporate funds to
make political contributions, whether direct or indirect
|
|
| |
|
Particulars of any important post balance sheet events
|
| |
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations. Recent Developments.
Part II, Item 8 Financial Statements and Supplementary Data, Notes to the Financial Statements – Note 27 Subsequent Events |
|
| |
|
Names of all directors and their interests
|
| |
See disclosure included elsewhere herein on directors of Tronox Holdings plc
|
|
| |
|
Statement on directors’ third-party indemnity provision
|
| |
The Company has entered into deeds of indemnification with each of its directors pursuant to which
the Company has agreed to indemnify the directors to the fullest extent permissible under English law against liabilities arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of his or
her powers, duties or responsibilities as a director or officer, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
|
|
| |
|
A statement is required describing the actions that have been taken during the period to introduce,
maintain or develop arrangements aimed at involving UK employees in the entity’s affairs.
|
| |
Part I., Item 1. Business, Employees.
Stakeholder Engagement Section at the end of this Directors’ Report |
Required item in the UK Statutory
Directors’ Report |
| |
Responses or where information can be found in this
Annual Report or in the Annual Report on Form 10-K |
|
| |
|
The financial risk management objectives and policies of the entity, including the policy for
hedging each major type of forecasted transaction for which hedge accounting is used.
|
| |
Part II, Item 8 Financial Statements and Supplementary Data, Notes to the Financial Statements –
Note 16 Derivative Financial Instruments and Note 17 Fair Value Measurement
Item 7A. Quantitative and Qualitative Disclosures About Market Risk |
|
| |
|
The exposure of the entity to: Price risk
|
| |
Part I, Item IA. Risk Factors; “We are a holding company that is dependent on cash flows from our
operating subsidiaries to fund our debt obligations, capital expenditures and ongoing operations.”
Part I, Item IA. Risk Factors; “Market conditions, as well as global and regional economic downturns that adversely affect the demand for our end-use products could adversely affect the results of our operations and the prices at which we can sell our products, thus, negatively impacting our financial results.” Part I, Item IA Risk factors, “Our industry and the end-use markets in which we compete are highly competitive. This competition may adversely affect our results of operations and operating cash flows.” Part I, Item IA. Risk Factors; “An increase in the price of energy or other raw materials, or an interruption in our energy or other raw material supply, could have a material adverse effect on our business, financial condition or results of operations.” Part I, Item IA Risk Factors, “Our results of operations may be adversely affected by fluctuations in currency exchange rates.” Part I, Item IA Risk Factors, “The price of our products, in particular, TiO2, zircon, and feedstock/other products, have been, and in the future may be, volatile. Price declines for our products will negatively affect our financial position and results of operations.” |
|
| |
|
Liquidity Risk
|
| |
Part I, Item IA Risk factors, “We are a holding company that is dependent on cash flows from our
operating subsidiaries to fund our debt obligations, capital expenditures and ongoing operations”
Part I, Item IA Risk Factors, “We may not be able to realize anticipated benefits of the Cristal Transaction, including expected synergies, earnings per share |
Required item in the UK Statutory
Directors’ Report |
| |
Responses or where information can be found in this
Annual Report or in the Annual Report on Form 10-K |
|
| |
accretion or earnings before interest, taxes, depreciation and amortization (“EBITDA”) and free
cash flow growth”
Part I, Item IA. Risk Factors; “As a public limited company incorporated in England and Wales, certain capital structure decisions requires approval of our shareholders, which may limit our flexibility to manage our capital structure.” Part I, Item IA Risk Factors, “We may elect to exercise certain “flip in” rights to buy-out Exxaro’s 26% ownership rights in our South African subsidiaries which might negatively impact the ownership of our heavy mineral sands mining rights.” Part I, Item IA Risk Factors, “The agreements and instruments governing our debt contain restrictions and limitations that could affect our ability to operate our business, as well as impact our liquidity.” Part I, Item IA Risk Factors, “We may need additional capital in the future and may not be able to obtain it on favorable terms, and such capital expenditure projects may not realize expected investment returns.” Part II, Item 7. Management’s Discussion and Analysis Consolidated Results of Operations, Liquidity and Capital Resources, Cash Flows |
|
| |
|
Cash Flow Risk
|
| |
Part I, Item IA Risk factors, “We are a holding company that is dependent on cash flows from our
operating subsidiaries to fund our debt obligations, capital expenditures and ongoing operations”
Part I, Item IA Risk Factors, “We may not be able to realize anticipated benefits of the Cristal Transaction, including expected synergies, earnings per share accretion or earnings before interest, taxes, depreciation and amortization (“EBITDA”) and free cash flow growth”. Part I, Item IA Risk Factors, “Following the Cristal Transaction, our future results could suffer if we do not effectively manage our expanded business, operations and employee base”. Part I, Item IA Risk Factors, “ Economic conditions and regulatory changes following the U.K.’s exit from the E.U. could adversely impact our operations, operating results and financial condition.” |
Required item in the UK Statutory
Directors’ Report |
| |
Responses or where information can be found in this
Annual Report or in the Annual Report on Form 10-K |
|
| |
Part I, Item IA Risk factors, “Our industry and the end-use markets in which we compete are highly competitive. This competition may adversely affect our results of operations and operating cash flows.” Part I, Item IA. Risk Factors; “An increase in the price of energy or other raw materials, or an interruption in our energy or other raw material supply, could have a material adverse effect on our business, financial condition or results of operations.” Part I, Item IA Risk Factors, “Our South African mining rights are subject to onerous regulatory requirements imposed by legislation and the Department of Mineral Resources (the “DMR”), the compliance of which could have a material adverse effect on our business, financial condition and results of operations.” Part I, Item IA. Risk Factors, “South Africa, where we have large mining assets and derive a significant portion of our revenue and profit, poses distinct operational risks which could affect our business, financial condition and results of operations.” Part I, Item IA Risk factors, “Our ore resources and reserve estimates are based on a number of assumptions, including mining and recovery factors, future cash costs of production and ore demand and pricing. As a result, ore resources and reserve quantities actually produced may differ from current estimates.” Part I, Item IA Risk factors, “Our ability to use our tax attributes to offset future income may be limited.” Part I, Item IA Risk Factors, “Our results of operations may be adversely affected by fluctuations in currency exchange rates.” Part I, Item IA Risk Factors, “Our flexibility in managing our labor force may be adversely affected by labor and employment laws in the jurisdictions in which we operate, many of which are more onerous than those of the U.S.; and some of our labor force has substantial workers’ council or trade union participation, which creates a risk of disruption from labor disputes and new laws affecting employment policies.” |
Required item in the UK Statutory
Directors’ Report |
| |
Responses or where information can be found in this
Annual Report or in the Annual Report on Form 10-K |
|
| |
Part I, Item IA. Risk Factors, “Given the nature of our chemical, mining and smelting operations,
we face a material risk of liability, production delays and additional expenditures from environmental and industrial accidents.”
Part I, Item IA. Risk Factors; “Equipment upgrades, equipment failures and deterioration of assets may lead to production curtailments, shutdowns or additional expenditures.” Part I, Item IA Risk factors, “Our results of operations and financial condition could be seriously impacted by security breaches, including cybersecurity incidents.” Part I, Item IA. Risk Factors; “Our failure to comply with the anti-corruption laws of the U.S. and various international jurisdictions could negatively impact our reputation and results of operations.” Part I, Item IA. Risk Factors; “We are subject to many environmental, health and safety regulations that may result in unanticipated costs or liabilities, which could reduce our profitability.” Part I, Item IA Risk Factors, “We may be subject to litigation, the disposition of which could have a material adverse effect on our results of operations.” Part I, Item IA. Risk Factors; “If our intellectual property were compromised or copied by competitors, or if competitors were to develop similar intellectual property independently, our results of operations could be negatively affected.” |
|
| |
|
Credit Risk
|
| |
Part 1 Item 7A. Quantitative and Qualitative Disclosures About Credit Risk
|
|
| |
|
Disclosures on purchases of own shares during the year.
|
| |
Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters: and Issuer
Purchases of Equity Securities
|
|
| |
|
Branches outside the UK
|
| |
Singapore Branch- Branch for Tronox Pigment Bunbury Ltd
US Branch- Branch for Tronox LLC Germany, Spain, Belgium and French branches- Branches for Tronox Pigment UK Limited |
Required item in the UK Statutory
Directors’ Report |
| |
Responses or where information can be found in this
Annual Report or in the Annual Report on Form 10-K |
|
| |
|
A statement describing the company’s policy regarding the hiring, continuing employment and
training, career development and promotion of disabled persons.
|
| |
Tronox is committed to a policy of recruitment and promotion on the basis of competence and ability
without discrimination of any kind. Management actively pursues both the employment of disabled persons whenever a suitable vacancy arises and the continued employment and retraining of employees who become disabled while employed by the
Company. Training and development are undertaken for all employees, including disabled persons.
|
|
| |
|
Statement by Directors regarding actions taken during the year to introduce, maintain or develop
arrangements aimed at encouraging employee’s involvement and participation in various employee programs and engagements.
|
| |
Stakeholder Engagement Section at the end of this Directors’ Report
|
|
| |
|
Statement summarizing how the directors have had regard to the need to foster the company’s
business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the company during the financial year.
|
| |
Stakeholder Engagement Section at the end of this Directors’ Report
|
|
| |
|
The quantity of emissions in tonnes of carbon dioxide equivalent from activities for which that
company is responsible and the methods used to calculate this information. If not applicable, disclosure of why it is not practical to disclose
|
| |
As a result of the Cristal acquisition closing in 2019, management is still undertaking an
assessment for the combined entity which now has operations on 6 continents, and as such, it is not practical to provide the relevant information as of the date hereof.
|
|
| ||
|
| |
|
At least one ratio which expresses the quoted company’s annual emissions in relation to a
quantifiable factor associated with the company’s activities
|
| |
As a result of the Cristal acquisition closing in 2019, management is still undertaking an
assessment for the combined entity which now has operations on 6 continents, and as such, it is not practical to provide the relevant information as of the date hereof.
|
|
| |
|
Statement of Corporate governance arrangements
|
| |
Section 172 Statement
|
|
| |
|
Total contributions to non-EU political parties to be disclosed for the group in aggregate (no
threshold)
|
| |
Nil
|
•
|
seek binding approval from shareholders for a UK Directors’ Remuneration Policy (at least every three years); and
|
•
|
each year to report back on the implementation of the Policy annually in line with UK remuneration reporting regulations – this
separate UK Directors’ Remuneration Report will be subject to an annual advisory vote.
|
•
|
the UK Directors’ Remuneration Policy – which presents our proposed remuneration
policy (covering our sole Executive Director, Jeffry N. Quinn, and our Non-Executive Directors) which we are asking shareholders to approve at the 2020 AGM; and
|
•
|
the Annual Report on Remuneration – which reports on payments and awards made to our
sole Executive Director and to our Non-Executive Directors for 2019 from our re-domicile and summarises the proposed implementation of remuneration for 2020.
|
•
|
Executive officers appointed to the Board of Directors (“Executive Directors”); and
|
•
|
Non-Employee Directors appointed to the Board of Directors (“Non-Executive Directors”).
|
Element
|
| |
Purpose and
link to strategy |
| |
Operation
|
| |
Maximum
|
| |
Performance
conditions |
Base salary
|
| |
To provide a regular source of income at reasonable, competitive levels.
|
| |
Fixed annual amount, paid at regular payroll intervals in cash.
Reviewed annually and adjusted if needed based on a range of factors including: company and individual performance; contribution to the organization; development in the role, experience, expertise and skills; economic and market conditions; increases for the wider workforce; and market |
| |
There is no maximum salary level or increase. The HRCC will consider the factors set out under
“Operation” when determining the appropriate level of base salary.
|
| |
None.
|
Element
|
| |
Purpose and
link to strategy |
| |
Operation
|
| |
Maximum
|
| |
Performance
conditions |
|
| |
|
| |
comparison against the company’s peers.
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
Annual Bonus
(Annual Incentive Plan) (“AIP”)) |
| |
To focus our Executive Director on achieving key annual financial and operational goals and
objectives that drive overall performance and reward for successful performance.
|
| |
At or following the commencement of each fiscal year, the HRCC determines the individual AIP
incentive target (denominated as a percentage of base salary) for our Executive Director and the annual performance metrics and discretionary component(s), if any, of the AIP plan.
AIP payout levels are determined by the HRCC after the fiscal year-end and normally made in cash. The HRCC determines the actual bonus payout by assessing the performance of the Company and individual against the targets set for the fiscal year. All AIP awards are subject to potential claw-back provisions. |
| |
Currently the AIP target is set at 125% of base salary.
Depending upon performance, a payout of 0% – 200% of the target level may be earned. The HRCC may increase the target and maximum amounts available, and may alter the threshold payout level, from time to time. Consistent with US practice, the HRCC reserves the right to make other bonus payments on an exceptional basis which it considers to be a fair reflection of the particular contribution of an executive and, in the view of the HRCC, appropriate and in the interests of shareholders. While there is no current intent to utilize this flexibility, the HRCC has reserved discretion to make such further bonus payments up to an extra amount equal to the prevailing AIP maximum. |
| |
The HRCC may set such conditions to the AIP plan as it considers appropriate. Those conditions may
be financial, non-financial, corporate, divisional, team or individual measures and in such proportions as the HRCC considers appropriate.
The AIP metrics address the challenges of managing a highly complex and cyclical global business and drive and reward performance that supports the Company’s core values. Performance is normally measured over a period of one financial year. |
|
| |
|
| |
|
| |
|
| |
|
Long-Term Incentive (“LTI”)
|
| |
To focus our Executive Director on achieving and sustaining longer-term business results and
reward performance.
Amounts realized, if any, dependent on company achieving long-range financial goals and sustained or increased stock price. Performance-based RSUs motivate officers to |
| |
The Company operates a long-term incentive program under which awards may be made in the form of
Incentive Stock Options, Non-Qualified Share Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Awards and Other Share-Based Awards, cash payments and such other forms as the HRCC in its discretion
deems appropriate, including any combination of the above.
Within this framework, the Company’s current and ongoing approach is to normally make awards of the following types of Restricted Share Units (“RSUs”):
• Time-based RSUs: subject to a service condition and
normally vesting in
|
| |
The Company’s current, shareholder approved incentive plan provides that no participant may be
granted total performance-based awards in any one-year period of more than $6,000,000 (based on grant date value) and the maximum amount that can be earned in respect of a performance award denomination in cash or
value other than shares on an annualized basis is $7,500,000. The company reserves the right to make additional time-based awards in any one-year period up to the same maximum value as for performance-based awards (i.e. a total of
$12,000,000 (based on a grant date value)).
|
| |
Other than the vesting period, time-based RSUs are not presently subject to additional pre-vest
performance conditions. This is consistent with US practice and provides for simplicity in the reward structure and direct alignment of a portion of Executive Director compensation with shareholder outcomes.
Performance-based RSUs (and other awards as determined by the HRCC) may be awarded subject to such performance conditions as the HRCC considers |
Element
|
| |
Purpose and
link to strategy |
| |
Operation
|
| |
Maximum
|
| |
Performance
conditions |
|
| |
achieve medium- to long-term financial and strategic goals that are expected to lead to increased
shareholder value; annual grants with overlapping performance periods reward sustained performance over the long-term.
|
| |
instalments over a three-year period
• Performance-based RSUs: subject to performance measures and a service
condition and normally vesting shortly after the end of a three-year performance
period
Dividends may accrue on vested shares only and are payable in shares or cash. The terms of each form of award, including vesting periods and the application of any performance conditions, will be determined by the HRCC prior to each grant. Awards are normally settled in shares. However, they may be settled in shares, cash or a combination of the two, at the discretion of the HRCC. All LTI awards are subject to potential clawback provisions. |
| |
The grant level in any year in normal circumstances is expected to be significantly lower than the overall maximum set out above. In 2020, the CEO was granted a LTIP award with a dollar value of $4,700,000. It is the Company’s practice to normally deliver this award as 50% performance-based RSUs and 50% time-based RSUs, whereby 0% to 200% of performance-based RSUs can vest depending upon performance. The HRCC expressly reserves discretion to make such awards as it considers appropriate within these limits having regard to such factors it considers appropriate including performance, market factors and/or competitive practice and retention needs of the Company. The HRCC may also increase or decrease the award level to be made in any year (though always subject to the overall plan maximum set out above) and the threshold vesting level, and the mix of performance-based awards in any year in light of performance and/or competitive practice. |
| |
appropriate (whether financial or non-financial, relative or absolute and whether corporate,
divisional, team or individual).
For 2020, 50% of performance-based RSUs are subject to a relative total shareholder return (“TSR”) performance measure and 50% are based on Operating Return on Net Assets (“ORONA”’). The HRCC reviews and selects the performance metrics and targets annually in advance of each grant and the HRCC may use other criteria and other measures of performance as it may deem appropriate. Any such goals may be determined on an absolute or relative basis or as compared to the performance of a published or special index or internal benchmark deemed applicable by the HRCC. Performance for the performance-based RSUs is normally measured over a period of three years. |
|
| |
|
| |
|
| |
|
| |
|
Benefits
|
| |
Intended to provide competitive benefits that promote employee health, financial security, and
income security in the event of an executive’s involuntary termination.
|
| |
An Executive Director is eligible to receive all benefits available to senior staff from time to
time as determined by the HRCC. The HRCC periodically considers both the range of such benefits and whether such benefits may be appropriate for a particular Executive Director or more generally.
Benefits are defined by local practice but typically include medical and other insurance benefits and financial counselling assistance. Executive Directors will also be entitled to participate in the Company’s relocation program on a basis that is no less |
| |
Unlike other elements of compensation, the cost of providing benefits may change without any
action by the HRCC. However, the HRCC monitors the overall costs to ensure that the provision of benefits remains an appropriate use of the Company’s funds.
Reimbursement or payment by the Company for expenses, such as travel, accommodation and meals, are not considered to be benefits in the normal US sense. As such, the Company pays these |
| |
None.
|
Element
|
| |
Purpose and
link to strategy |
| |
Operation
|
| |
Maximum
|
| |
Performance
conditions |
|
| |
|
| |
favorable than for any other participants (current or former) in such program.
In addition, the Company may pay for expenses related to business travel, accommodations and meals while conducting business. Recognizing that an Executive Director may incur (i) taxes outside the US which he/she would not bear but for the non-US domicile of the Company and/or (ii) taxes at a higher rate than may otherwise be the case, the HRCC may authorize full or partial tax equalization payments (inclusive of any additional tax reimbursement associated with the tax paid, as appropriate) to mitigate or eliminate such additional burden. |
| |
expenses and also pays any UK tax (inclusive of any additional tax reimbursement associated with
the tax paid) on these expenses, where applicable for UK activities.
Tax equalization payments will be capped at such amount as would result in an after-tax position under which the individual could reasonably be expected to be in as if the Company had been US domiciled (as advised by a reputable tax advisor), inclusive of any tax to be paid on such tax equalization payment. |
| |
|
|
| |
|
| |
|
| |
|
| |
|
Pension (retirement plan)
|
| |
To attract and retain Executive Directors.
|
| |
The Company operates pension arrangements in which an Executive Director may participate as
follows:
• Tax-qualified retirement savings plan (the “Savings Plan”): all
US-based employees are able to contribute the lesser of up to 85% of their annual salary or the limit prescribed by the Internal Revenue Service on a before-tax basis. The Company may provide a match on a proportion of the employee’s
contribution (during 2019 the Company matched 100% of the first 6% of pay that each employee contributed) and, in addition, there may be a discretionary profit sharing Company contribution applied (this was 6% of an employee’s eligible
compensation for 2019). All contributions to the Savings Plan, as well as any Company matching contributions, are fully vested upon contribution. All Company profit sharing contributions vest after three years of service.
• Nonqualified retirement savings plan (the “Savings Restoration
Plan”): provided
to US executives in addition
|
| |
The limits relating to pension contributions will be as set out in the Operation column of the
policy table.
|
| |
None.
|
Element
|
| |
Purpose and
link to strategy |
| |
Operation
|
| |
Maximum
|
| |
Performance
conditions |
|
| |
|
| |
to the Savings Plan. The Company may contribute at the appropriate level to the Savings
Restoration Plan on a before-tax basis any amounts that would be provided under the Savings Plan but for limitations imposed by the Internal Revenue Code on qualified retirement plans. Also, US Executive Directors can participate in a
nonqualified deferred compensation plan, which allows deferral of up to 20% of base salary and annual bonus.
• Qualified defined benefit retirement plan (the “Qualified Plan”): has
been frozen since April 2009 and our sole Executive Director does not participate in this
plan.
The Company periodically reviews pension provisions and reserves the right to amend the level of benefits provided to an Executive Director in line with the normal operation of the above plans. The Company will honor the pensions obligations entered into under all previous policies in accordance with the terms of such obligations. |
| |
|
| |
|
(1)
|
The HRCC will operate the annual bonus and LTIP according to their respective rules and the above remuneration policy table. The
HRCC retains certain discretions in relation to the operation and administration of these plans including: (i) the timing of awards and payments; (ii) the size of awards, within the overall limits disclosed in the policy table; (iii) the
determination of performance measures and targets and resultant vesting and pay-out levels; (iv) the determination of the treatment of individuals who leave employment, based on the rules of the incentive plans, and the treatment of the
incentive plans on exceptional events, such as a change of control of the company; and (v) the ability to make adjustments to existing awards made under the incentive plans in certain circumstances (e.g. rights issues, corporate
restructurings or special dividends). While performance conditions will generally remain unchanged once set, the HRCC has the usual discretions to amend the measures, weightings and targets in exceptional circumstances (such as a major
transaction) where the original conditions would cease to operate as intended. Any such changes would be explained in the subsequent annual remuneration report and, if appropriate, be the subject of consultation with the company’s major
shareholders.
|
(2)
|
The Company’s pay policy for other employees is based on broadly consistent principles as that for the Executive Director.
Annual salary reviews take into account individual performance, Company performance, local pay and market conditions, and salary levels for similar roles in comparable companies. Most employees are eligible to participate in the annual
incentive bonus, but opportunity and performance measures vary depending on level, region, and role. Senior executives are eligible to participate in the annual incentive bonus and the LTI program on broadly similar terms to the Executive
Director.
|
(3)
|
The 2020 performance measures for the AIP comprise a mix of overall Company financial and operational metrics alongside a mix of
personal performance objectives as set out in the “Implementation of policy for fiscal year 2020” section of this report. These metrics are aligned with key performance indicators used within the business to monitor performance and we
believe are appropriate measures for incentive purposes. There is a threshold to maximum payout range of 50% to 200% of target.
|
(4)
|
The current LTI performance awards comprise a mix of 50% time-based RSUs (which, consistent with US practice, are not subject to
pre-vest performance criterion) and 50% performance-based RSUs in respect of which performance is normally measured over a three-year performance period. For 2020, 50% of the performance-based RSUs are based on a TSR performance measure
with TSR measured relative to a peer group of companies over a three-year period. There is a threshold to maximum vesting range of 25% to 200% of the initial target
|
(5)
|
While the HRCC does not consider it to form part of benefits in the normal US usage of that term, the HRCC has been advised that
corporate hospitality and attendance at other events (including travel) for a director and/or members of his or her family (whether paid for by the Company or another) may technically come within the UK definition of benefits. Therefore,
the HRCC expressly reserves the right for the Company to authorize attendance at such activities within its agreed policies and not to count such items towards the maximum limit.
|
Element
|
| | | |
Operation
|
| |
Maximum
|
| |
Performance
conditions |
|
Non-Executive Directors’ fees
|
| |
To appropriately recruit, retain and compensate Non-Executive Directors of the highest caliber.
|
| |
Fee levels are reviewed annually having regard to external comparators such as the Company’s peer
group and other market and economic factors, as well as a consideration of the time commitment and responsibilities associated with the role, and the caliber and experience of the individual.
Judgment is then exercised as to what is considered to be reasonable in all the circumstances regarding both quantum and the mix of pay having regard to competitive position and such other factors as are considered relevant. Flexibility is retained on how the Non-Executive Directors’ fees are structured and whether general retainer fees, committee membership fees, chairmanship fees, attendance fees, or board attendance or time based or travel allowances are utilised. Non-Executive Directors currently receive an annual retainer fee plus additional fees for serving as non-executive Chair, Lead Director, Chair of board committees and for membership of board committees. Fees are normally paid quarterly in arrears in cash. |
| |
There is no maximum fee level or increase. All factors set out under “Operation” when determining
the appropriate level of fee will be considered.
|
| |
None.
|
|
| |
|
| |
|
| |
|
| |
|
Non-Executive Equity Awards
|
| |
To appropriately recruit, retain and compensate Non-Executive Directors of the highest caliber.
To align Non-Executive Directors’ |
| |
Time-based RSUs are typically granted annually to Non-Executive Directors. All such awards shall
be subject to vesting periods as set by the G&N
Committee. Commencing in 2019 and going forward, RSUs will be granted on the date of the annual general meeting of shareholders |
| |
The current annual award level is $150,000, subject to normal increases from time to time.
|
| |
No performance conditions apply to Non-Executive Director equity grants in order to ensure
Non-Executive Directors maintain their independence.
|
Element
|
| |
Purpose and
link to strategy |
| |
Operation
|
| |
Maximum
|
| |
Performance
conditions |
|
| |
interests with shareholders.
|
| |
and vest the earlier of: a) the date of the next annual general meeting of shareholders or b) May
31st of the year following the grant date (assuming such individual is a board member at the time of vesting). Certain legacy Non-Executive Directors are
transitioning to this grant date and vesting schedule during 2020.
Dividends equivalents accrue and are paid (in cash) when the RSUs vest. The value of equity awards granted to Non-Executive Directors is periodically reviewed having regard to the same factors as for the cash fees set out above. New Non-Executive Directors may receive a pro-rated annual equity grant upon joining the Board or a pro-rated equity award added to their annual equity award to reflect service prior to the annual grant date. |
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
Benefits
|
| |
|
| |
Non-Executive Directors are not eligible for Company benefits or pension.
The Company may pay for, or may reimburse, expenses such as travel, accommodations and meals while conducting business. Recognizing that a Non-Executive Director may incur taxes outside their home country which he/she would not bear but for the non-US domicile of the Company and/or incur taxes at a higher rate than may otherwise be the case, full or partial tax equalization payments (inclusive of any additional tax reimbursement associated with the tax paid, as applicable) may be authorised to mitigate or eliminate such additional taxes. The Company pays for annual UK tax preparation for all Non-Executive Directors (inclusive of any tax reimbursement associated with payment of this benefit, as applicable). |
| |
Unlike other elements of compensation, the cost of providing benefits may change without any
action by the G&N Committee. However, the overall costs are monitored to ensure that the provision of benefits remains an appropriate use of the Company’s funds.
Reimbursement or payment by the Company for expenses, such as travel, accommodation and meals, are not considered to be benefits in the normal US sense. As such, the Company pays these expenses and also pays any UK tax (inclusive of any additional tax reimbursement associated with the tax paid) on these expenses, where applicable for UK activities. Tax equalization payments will be capped at such amount as would result in an after-tax position under which the individual could |
| |
None.
|
Element
|
| |
Purpose and
link to strategy |
| |
Operation
|
| |
Maximum
|
| |
Performance
conditions |
|
| |
|
| |
|
| |
reasonably be expected to be in as if the Company had been US domiciled (as advised by a reputable
tax advisor), inclusive of any tax to be paid on such tax equalization payment.
UK tax preparation fees are subject to vendor increases for this service. |
| |
|
(1)
|
While it is not considered to form part of benefits in the normal US usage of that term, the G&N Committee has been advised
that corporate hospitality and attendance at other events (including travel) for a director (whether paid for by the Company or one of its affiliates) may technically come within the UK definition of benefits. Therefore, the G&N
Committee expressly reserves the right for the Company to authorize attendance at such activities within its agreed policies and not to count such items towards the maximum limit.
|
•
|
there is no cap on fixed pay on recruitment;
|
•
|
the maximum for variable pay will be in line with the Policy for existing Executive Directors as set out in the Remuneration
Policy Table; and
|
•
|
in addition, buy-out awards may be made in order to facilitate a recruitment and any such buy-outs are not subject to a cap.
|
(1)
|
Employment agreements;
|
(2)
|
Our retirement plans; and,
|
(3)
|
Award agreements issued under the Equity Incentive Plan.
|
(1)
|
Any Accrued Benefits;
|
(2)
|
The pro-rata portion of the named executive officer’s annual bonus in the year of termination based on actual results for such
year.
|
(1)
|
Any Accrued Benefits;
|
(2)
|
The pro-rata portion of the Executive Director’s annual bonus in the year of termination based on the actual results for such
year;
|
(3)
|
Continued medical, dental, and vision coverage for the Executive Director and his eligible dependents for a period of 24
months;
|
(4)
|
Two (2) times the sum of (i) Mr. Quinn’s annual base salary, and (ii) his target bonus in the year of his termination.
|
(1)
|
Any Accrued Benefits;
|
(2)
|
The pro-rata portion of his annual bonus in the year of termination based on the actual results for such year;
|
(3)
|
Continued medical, dental, and vision coverage for Mr. Quinn and his eligible dependents for a period of 24 months following
the date of termination;
|
(4)
|
Three (3) times the sum of (i) Mr. Quinn’s annual base salary, and (ii) his target bonus in the year of his Termination;
|
(5)
|
Vesting of all equity-based incentive compensation in accordance with the terms of the Quinn Amended and Restated Employment
Agreement (see “Employment Agreements”) and the applicable grant agreements.
|
(1)
|
If the Executive Director is involuntarily terminated without Cause or for Good Reason, all unvested stock options and next
tranche of time-based restricted units will be prorated for time worked and vest immediately. All performance-based restricted units will be prorated for time worked and will vest at the end of the original three-year vesting period.
|
(2)
|
In the event of a Change of Control, all unvested stock options and all restricted share units, including performance-based
units, will vest immediately, provided the Executive Director is continuously employed by Tronox or its subsidiaries through the date of such Change of Control.
|
(3)
|
In the event of death or disability, all unvested stock options and all restricted share units will vest immediately.
|
(4)
|
If the Executive Director is terminated for any other reason, all unvested shares will be forfeited upon termination.
|
•
|
Total fixed pay: base salary for fiscal year 2020 plus estimated value of 2020 benefits (based on fiscal year 2019 benefits,
including pensions contributions) plus anticipated grant date value of time-based RSU award for fiscal year 2020 (i.e. 50% of $4,700,000 LTIP dollar amount award)
|
•
|
Total fixed pay
|
•
|
AIP payout at target level of performance (i.e. 125% of salary)
|
•
|
Anticipated grant date value of performance-based LTI award for fiscal year 2020 at target level of performance (i.e. 50% of
$4,700,000 LTIP dollar amount award)
|
•
|
Total fixed pay
|
•
|
AIP payout at maximum level of performance (i.e. 250% of salary)
|
•
|
Anticipated grant date value of performance-based LTI award for fiscal year 2020 at maximum level of performance (i.e. 200% x
50% of $4,700,000 LTIP dollar amount award)
|
•
|
Total fixed pay
|
•
|
AIP payout at maximum level of performance (i.e. 250% of salary)
|
•
|
Anticipated grant date value of performance-based LTI award for fiscal year 2020 at maximum level of performance (i.e. 200% x
50% of $4,700,000 LTIP dollar amount award plus an assumed 50% share price growth (in line with the UK reporting requirements)
|
•
|
the total remuneration as reported in the single figure table;
|
•
|
the bonus paid as a percentage of the maximum opportunity; and
|
•
|
the proportion of long-term incentive awards meeting performance targets and vesting as a percentage of the maximum possible
number of awards that could have vested.
|
Year
|
| |
Name
|
| |
Single figure
$ |
| |
Bonus Paid
(As % of max) |
| |
LTI
(% of max)1 |
2019
|
| |
Jeffry N. Quinn
|
| |
$2,461,789
|
| |
50%
|
| |
—
|
1
|
Jeffry N. Quinn did not hold any LTIs with a performance measurement period ending in the 2019
financial year.
|
Year
|
| |
Method
|
| |
25th percentile
|
| |
Median
|
| |
75th percentile
|
2019
|
| |
C
|
| |
72:1
|
| |
43:1
|
| |
37:1
|
|
$34,216
|
| |
$57,694
|
| |
$66,705
|
Base salary
|
| |
Jeffry N. Quinn’s salary was increased by 10% from $1,000,000 to $1,100,000 effective April 1,
2020.
In February 2020, after reviewing competitive pay levels of the 2020 Peer Group (that are reasonably relative to the increased size of the Company following the completion of the Cristal acquisition), the current industry and business climate, and Mr. Quinn’s job responsibility and individual contributions to our success, the HRCC approved increasing his salary to $1,100,000. |
|
| |
|
AIP
|
| |
The target percentage for Jeffry N. Quinn will be 125% of base salary.
The HRCC’s approach for the 2020 AIP will be substantially the same as for the 2019 AIP. Measures for 2020 will be based 80% on overall Tronox results and 20% on individual performance. The only changes to the AIP for 2020 include two changes to the performance metrics that make up the 80% weighting of Overall Tronox results. The changes to the Overall Tronox performance metrics included changing from Adjusted EBITDA (with 80% weighting) to Adjusted EBITDA less CapEx (with 50% weighting) and adding a new performance metric, relative Adjusted EBITDA margin compared to a Peer Group (with 30% weighting). Safety metrics (with weighting of 20%) remained the same as part of the Overall Tronox performance metrics. The threshold level of performance will pay 50% of target and achieving maximum performance will pay 200% of target. Further details of the measures and targets will be set out in next year’s Directors’ Remuneration Report to the extent the information is not considered to be commercially sensitive at that time. |
|
| |
|
LTI
|
| |
Consistent with 2019, awards in 2020 will be made as a mix of 50% time-based and 50%
performance-based RSUs and the target LTI award amount for Jeffry N. Quinn was increased from $3,700,000 to $4,700,000. The HRCC approved this increase after reviewing competitive pay levels of the 2020 Peer Group and in recognition of
the significant increase in the size of the Company and to further align Mr. Quinn’s compensation with increasing long-term shareholder value. His February 2020 LTI award included the following:
• Time-based RSUs: subject to a service condition and normally vesting in
three equal instalments each March 5 commencing on the March 5 after the year of grant.
• Performance-based RSUs: subject to performance measures and a service
condition and normally vesting shortly after the end of the performance period. Performance measures in 2020 will be as follows:
– 50% of performance-based RSUs: based on Total Shareholder Return measured
relative to a Capital Markets Peer Group of companies. There is a threshold to maximum vesting range of 25% to 200% of the initial target number of units based on the level of actual performance achievement.
– 50% of performance-based RSUs: based on a three-year average annual
Operating Return on Net Assets (“ORONA”) over a three-year period. There is a threshold to maximum vesting range of 25% to 200% of the initial target number of units with ORONA targets established for threshold, target, and maximum
vesting levels.
|
|
| |
|
Pension (retirement plan) and benefits
|
| |
Details of Jeffry N. Quinn’s pension arrangements and benefits for 2019 are set out in the
Executive Directors’ Remuneration Policy Table above and in the footnotes to the Single Figure Table below. With regard to pension and benefits arrangements no material changes are anticipated for 2020.
|
Fees
|
| |
There were no changes to Non-Executive Director compensation for 2020. All fees and equity award
levels remained the same as 2019.
Fees for 2020, are:
• Board annual fee: $75,000
• Non-Executive Chairman annual fee (in addition to Board annual fee):
$120,000
• Lead Independent Director annual fee (in addition to Board annual fee;
and only where there is no Non-Executive Chairman): $50,000
• Audit Committee chairman: $50,000 (in addition to Board annual fee)
• HRCC chairman: $20,000 (in addition to Board annual fee)
• Corporate Governance and Nominating Committee chairman: $20,000 (in
addition to Board annual fee)
• Audit Committee, HRCC, Corporate Governance and Nominating Committee
members: $15,000 (per Committee; in addition to Board annual fee; and only where not serving as chairman of the Committee)
|
|
| |
|
Equity-based awards
|
| |
As in 2019, Non-Executive Directors will also receive an equity grant of time-based RSUs with a
face value of $150,000. Commencing in 2019 and going forward, RSUs will be granted on the date of the annual general meeting of shareholders and vest the earlier of: a) the date of the next annual general meeting of shareholders or b) May
31st of the year following the grant date (assuming such individual is a board member at the time of vesting). Certain legacy Non-Executive Directors are
transitioning to this grant date and vesting schedule during 2020.
|
Name
|
| |
Base
salary1 $ |
| |
Benefits2
$ |
| |
AIP3
$ |
| |
RSU4
(time-based) $ |
| |
RSU5
(performance— based) $ |
| |
Pension
(retirement plan)6 $ |
| |
Total
$ |
Jeffry N. Quinn
|
| |
$767,000
|
| |
$158,757
|
| |
$1,250,000
|
| |
—
|
| |
—
|
| |
$286,032
|
| |
$2,461,789
|
(1)
|
Reflects pro-rated base salary for March 27, 2019 to December 31, 2019.
|
(2)
|
Reflects pro-rated benefits for March 27,2019 to December 31, 2019 (and assumes December 31, 2019 GBP to USD Fx rate of 1.3263,
where applicable) and includes the following: $4,607 for disability & life insurance premiums, $95,750 for personal aircraft use valued as the aggregate incremental cost to the Company of a company-provided aircraft, $1,989 for
financial consulting; $56,411 for UK expenses related to business accommodations and meals while conducting business, and all associated tax reimbursements.
|
(3)
|
Details of the performance measures and targets applicable to the AIP for 2019 are as follows:
|
Overall Tronox Results
|
| |
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
Objective
|
| |
Weighting
|
| |
50%
|
| |
100%
|
| |
200%
|
Adjusted EBITDA
|
| |
80%
|
| |
12% lower than Budget
|
| |
Meet Tronox Budget
|
| |
12% better than Budget
|
Safety
|
| |
20%
|
| |
DIFR ≥ 0.32
TRIFR ≥ 0.70 |
| |
DIR of 0.28
TRIFR of 0.62 |
| |
DIFR ≤ 0.20
TRIFR ≤ 0.50 |
•
|
| |
The Cristal transaction
|
| |
•
|
| |
Strategy
|
| |
•
|
| |
Investor relations
|
•
|
| |
Financial targets and business performance
|
| |
•
|
| |
Safety
|
| |
•
|
| |
Corporate governance
|
•
|
| |
Organizational development
|
| |
|
| |
|
| |
|
| |
|
•
|
Securing regulatory approval for, and consummation of, the Cristal transaction, the execution of the required divestiture
transaction, the integration of the two companies and the delivery of synergies above expected target levels in the first nine months after the transaction.
|
•
|
The development and implementation of the Company’s five-pillared strategic plan to create shareholder value from the Company’s
vertical integration and global footprint.
|
•
|
The delivery of strong financial results in a difficult market environment.
|
•
|
The progress in building a single global corporate culture centered about the Company’s core values.
|
•
|
Mr. Quinn’s personal involvement in investor outreach.
|
•
|
The refresh and renewal of the Board of Directors, including the increase in diversity of the Board of Directors.
|
•
|
The increase in the diversity of the Company’s management team and the increased focus on sustainability.
|
(4)
|
Excludes RSU (time-based) awards granted on February 7, 2019 (granted prior to the redomiciling date).
|
(5)
|
No performance-based RSUs vested for Mr. Quinn during 2019.
|
(6)
|
Reflects pro-rated pension (employer contributions to retirement plans) amounts for March 27, 2019 to December 31, 2019 that
includes the following: The Company match into the U.S. Savings Plan was 100% of the first 6% of employee’s contributions up to the IRC limits for each year and the same match went into the Savings Restoration Plan for all eligible income
above the IRC limit. The Company made a discretionary contribution of 6% of employee’s earnings into the U.S. Savings Plan up to the IRC limit for each year and the same contribution went into the Savings Restoration Plan for all eligible
income above the IRC limit.
|
Name
|
| |
Fees1
$ |
| |
Benefits2
$ |
| |
RSU3
$ |
| |
Total
$ |
Ilan Kaufthal
|
| |
105,000
|
| |
8,519
|
| |
—
|
| |
113,519
|
Mutlaq Al-Morished
|
| |
54,396
|
| |
1,257
|
| |
168,126
|
| |
223,779
|
Vanessa Guthrie
|
| |
79,917
|
| |
4,745
|
| |
173,476
|
| |
258,138
|
Andrew P. Hines
|
| |
83,862
|
| |
125,716
|
| |
—
|
| |
209,578
|
Wayne A. Hinman
|
| |
83,193
|
| |
113,366
|
| |
—
|
| |
196,559
|
Ginger M. Jones
|
| |
100,304
|
| |
7,122
|
| |
—
|
| |
107,426
|
Stephen Jones
|
| |
82,966
|
| |
3,578
|
| |
173,476
|
| |
260,020
|
Peter Johnston
|
| |
78,750
|
| |
8,118
|
| |
—
|
| |
86,868
|
Moazzam Khan
|
| |
54,395
|
| |
2,005
|
| |
168,126
|
| |
224,526
|
Sipho Nkosi
|
| |
78,958
|
| |
6,957
|
| |
—
|
| |
85,915
|
Mxolisi Mgojo4
|
| |
8,036
|
| |
3,315
|
| |
—
|
| |
11,351
|
(1)
|
Fees are paid quarterly in arrears. Reflects actual fees earned from April 1, 2019 to December 31, 2019. These fees include the
value of equity paid in lieu of quarterly cash retainer at the voluntary election of the Board member. For Mr. Mgojo, his cash fees of $8,036 were paid to Exxaro Resources Ltd.
|
(2)
|
Benefits amounts include UK taxable benefits associated with accommodations and meals for attending UK meetings and associated
UK tax reimbursements, UK tax preparation fees, and tax equalization payments. In 2019, the Company added certain tax equalization and other tax-related benefits for Directors to mitigate or eliminate additional incremental tax burden as
a result of the Company’s corporate reorganization in the first quarter of 2017, when Tronox Limited became managed and controlled in the United Kingdom, and all of our Board meetings were held in the UK. Although all of our directors are
non-resident UK taxpayers, they are liable for UK tax on items such as accommodations and meals while conducting business in the UK that are not considered taxable benefits in the US. Because of these unusual circumstances, the Company
paid the cost to prepare their UK income tax filings, provided tax reimbursements associated with the UK travel-related expenses and cost of the UK tax filing, and made certain tax equalization payments (that covered tax years 2017 and
2018) as reflected in the table below (based on December 31, 2019 Fx rate.) In 2019, we re-domiciled from Australia to the United Kingdom, and while only some of our future Board meetings will take place in the U.K., we intend to continue
to mitigate or eliminate any benefits-related tax burden our Directors might incur as a consequence of those meetings.
|
NAME
|
| |
UK Tax
Preparation ($) |
| |
Taxable
Accommodation & Meals in UK ($) |
| |
Tax
Reimbursements ($) |
| |
Tax
Equalization Payment ($) |
| |
Total
($) |
Ilan Kaufthal
|
| |
1,989
|
| |
2,696
|
| |
3,834
|
| |
—
|
| |
8,519
|
Mutlaq Al-Morished
|
| |
—
|
| |
754
|
| |
503
|
| |
—
|
| |
1,257
|
Vanessa Guthrie
|
| |
—
|
| |
2,847
|
| |
1,898
|
| |
—
|
| |
4,745
|
Andrew P. Hines
|
| |
1,989
|
| |
7,948
|
| |
6,624
|
| |
109,155
|
| |
125,716
|
Wayne A. Hinman
|
| |
1,989
|
| |
2,182
|
| |
2,781
|
| |
106,414
|
| |
113,366
|
Ginger M. Jones
|
| |
1,989
|
| |
2,284
|
| |
2,849
|
| |
—
|
| |
7,122
|
Stephen Jones
|
| |
|
| |
2,147
|
| |
1,431
|
| |
—
|
| |
3,578
|
Peter B. Johnston
|
| |
1,989
|
| |
2,882
|
| |
3,247
|
| |
—
|
| |
8,118
|
Moazzam Khan
|
| |
|
| |
1,203
|
| |
802
|
| |
—
|
| |
2,005
|
Sipho Nkosi
|
| |
1,989
|
| |
2,185
|
| |
2,783
|
| |
—
|
| |
6,957
|
Mxolisi Mgojo
|
| |
1,989
|
| |
—
|
| |
1,326
|
| |
—
|
| |
3,315
|
(3)
|
The value of RSUs shown for 2019 represent the equity grants that occurred from April 1, 2019 to December 2019, as applicable,
made to Non-Executive Directors, excluding additional equity awarded in lieu of cash retainer which is already reflected in the Fees column, based upon the number of RSUs awarded in each year and the closing share price on the date of
grant.
|
(4)
|
Mr. Mgojo retired from the Board on May 9, 2019. Exxaro Resources Ltd was paid his cash retainer ($8,036) which reflects
Mr. Mgojo’s board service from April 1, 2019 to May 9, 2019. The benefit amount listed also reflects this time frame.
|
Director
|
| |
Grant date
|
| |
Type of award1
|
| |
Number of
shares |
| |
Face value2
$ |
| |
Threshold
vesting level |
| |
Maximum
vesting level |
| |
Anticipated
vesting date |
Mutlaq Al-Morished
|
| |
5/22/19
|
| |
Time-based RSU
|
| |
15,368
|
| |
168,126
|
| |
NA
|
| |
NA
|
| |
5/6/20
|
Vanessa Guthrie
|
| |
5/22/19
|
| |
Time-based RSU
|
| |
15,857
|
| |
173,476
|
| |
NA
|
| |
NA
|
| |
5/6/20
|
Stephen Jones
|
| |
5/22/19
|
| |
Time-based RSU
|
| |
15,857
|
| |
173,476
|
| |
NA
|
| |
NA
|
| |
5/6/20
|
Moazzam Khan
|
| |
5/22/19
|
| |
Time-based RSU
|
| |
15,368
|
| |
168,126
|
| |
NA
|
| |
NA
|
| |
5/6/20
|
(1)
|
Newly elected Directors who commenced service on the Board during 2019 received the annual equity grant on the date of the
Company’s annual general meeting of shareholders (on May 22, 2019) that vests the earlier of (a) the date of the next annual general meeting of shareholders or (b) May 31st of the year following the grant date (assuming such individual is a Board member at the time of vesting). The anticipated vest date is May 6, 2020 (scheduled date of the 2020 annual general meeting of shareholders. As
such, on May 22, 2019, Mr. Al-Morished, Ms. Guthrie, Mr. Jones, and Mr. Khan received a grant of restricted share units of 15,368, 15,857, 15,857, and 15,368, respectively, reflecting the annual grant plus a pro-rated number of restricted
stock units (since all four directors commenced service with the Board prior to the May 2019 AGM). Dividend equivalents will be accrued on all restricted share units until the units vest and will be paid at that time. All other
Non-Executive Directors and Mr. Quinn did not receive any equity awards in the period following the re-domicile.
|
(2)
|
The face value has been calculated based on $150,000 plus a pro-rated dollar amount divided by the ten (10) day average closing
price for the Company’s shares prior to the grant date of $10.91 and valued at the NYSE closing price on May 22, 2019 of $10.94.
|
Director
|
| |
Shares held outright
|
| |
Outstanding time-based
RSUs |
| |
Outstanding performance-
based RSUs |
| |
Total holding of shares
and share interests |
Jeffry N. Quinn
|
| |
158,054
|
| |
266,720
|
| |
461,958
|
| |
886,732
|
Ilan Kaufthal
|
| |
156,505
|
| |
16,591
|
| |
NA
|
| |
173,096
|
Mutlaq Al-Morished
|
| |
—
|
| |
15,368
|
| |
NA
|
| |
15,368
|
Vanessa Guthrie
|
| |
—
|
| |
15,857
|
| |
NA
|
| |
15,857
|
Andrew P. Hines
|
| |
146,046
|
| |
16,591
|
| |
NA
|
| |
162,637
|
Wayne A. Hinman
|
| |
135,864
|
| |
16,591
|
| |
NA
|
| |
152,455
|
Ginger M. Jones
|
| |
24,712
|
| |
16,591
|
| |
NA
|
| |
41,303
|
Stephen Jones
|
| |
—
|
| |
15,857
|
| |
NA
|
| |
15,857
|
Peter Johnston
|
| |
71,197
|
| |
16,591
|
| |
NA
|
| |
87,788
|
Moazzam Khan
|
| |
959
|
| |
15,368
|
| |
NA
|
| |
16,327
|
Sipho Nkosi
|
| |
79,305
|
| |
16,591
|
| |
NA
|
| |
95,896
|
Mxolisi Mgojo3
|
| |
54,560
|
| |
—
|
| |
NA
|
| |
54,560
|
(1)
|
The share interests of the CEO and Non-Executive Directors at December 31, 2019 (together with interests held by his or her
connected persons) are set out in the table above. The HRCC has implemented shareholding guidelines of 5x base salary for the CEO and 5x BOD cash retainer for the Non-Executive Directors. As of December 31, 2019, Jeffry N. Quinn’s
holdings relative to his shareholding guideline was 72% of the guideline level. For Non-Executive Directors, all have achieved their stockholding guideline except for Ms. Guthrie (29% of guideline level), Mr. Jones (29% of guideline
level) and regarding Mr. Al-Morished and Mr. Khan, their guideline ownership level will be determined on April 1, 2020 (the annual determination date for share ownership guidelines) as they commenced board service after the April 1, 2019
share ownership guideline determination date.
|
(2)
|
Mr. Mgojo retired from the Board on May 9, 2019. Share interests are as of May 9, 2019.
|
•
|
select suitable accounting policies and then apply them consistently;
|
•
|
state whether applicable US GAAP have been followed for the group financial statements and United Kingdom Accounting Standards,
comprising FRS 102, have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;
|
•
|
make judgements and accounting estimates that are reasonable and prudent; and
|
•
|
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent
company will continue in business.
|
Directors
|
| |
|
| |
|
|
| |
J. Quinn
|
| |
Appointed 27 March 2019
|
|
| |
M. Al-Morished
|
| |
Appointed 10 April 2019
|
|
| |
T. Carlson
|
| |
Appointed 31 October 2018 - resigned 27 March 2019
|
|
| |
V. Guthrie
|
| |
Appointed 29 March 2019
|
|
| |
A. Hines
|
| |
Appointed 27 March 2019
|
|
| |
W. Hinman
|
| |
Appointed 27 March 2019
|
|
| |
G. Jones
|
| |
Appointed 27 March 2019
|
|
| |
S. Jones
|
| |
Appointed 29 March 2019
|
|
| |
P. Johnson
|
| |
Appointed 27 March 2019
|
|
| |
I. Kaufthal
|
| |
Appointed 27 March 2019
|
|
| |
S. Kaye
|
| |
Appointed 31 October 2018 - resigned 27 March 2019
|
|
| |
M. Khan
|
| |
Appointed 10 April 2019
|
|
| |
M. Mgojo
|
| |
Appointed 27 March 2019 - resigned 9 May 2019
|
|
| |
S. Nkosi
|
| |
Appointed 27 March 2019
|
|
| |
|
| |
|
Secretary
|
| |
J. Neuman
S. Fodor – Appointed 31 October 2018 – Resigned 27 March 2019 |
|||
|
| |
|
| |
|
Company number
|
| |
11653089
|
|||
|
| |
|
| |
|
Registered office
|
| |
Laporte Road Stallingborough, Grimsby,
|
| |
|
|
| |
North Lincolnshire,
|
|||
|
| |
England, DN40 2PR
|
|||
|
| |
|
| |
|
Independent Auditors
|
| |
PricewaterhouseCoopers LLP
|
|||
|
| |
Chartered Accountants
|
|||
|
| |
3 Forbury Place
23 Forbury Road |
|||
|
| |
Reading
Berkshire |
|||
|
| |
RG1 3JH
|
|||
|
| |
United Kingdom
|
•
|
give a true and fair view of the state of the parent company’s affairs as at 31 December 2019;
|
•
|
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
|
•
|
have been prepared in accordance with the requirements of the Companies Act 2006.
|
|
| |
•
|
| |
Overall materiality: $18 million, based on 1% of total assets.
|
|
•
|
| |
The company is an England and Wales incorporated public company limited by shares and is registered
and domiciled in England, United Kingdom.
|
||
|
•
|
| |
The company’s principle activity is that of a holding company for Tronox Investment Holdings
Limited.
|
||
|
•
|
| |
Recoverability of intercompany receivable and investment in subsidiary
|
||
|
•
|
| |
Covid-19
|
Key audit matter
|
| |
How our audit addressed the key audit matter
|
Recoverability of intercompany receivable and investment in subsidiary
The parent company has an investment in the Tronox group subsidiaries, with a carrying value of $1,879m. Following the Cristal acquisition, the reduction in share price and market capitalisation was considered an impairment trigger in respect of this investment, which has resulted in the investment and intercompany receivables being subject to impairment testing. The impairment test involves the exercise of management judgement in determining the fair value of the investment and the recoverability of intercompany receivables Our audit focuses on the risk that the carrying value of the investment in subsidiary and intercompany receivable could be overstated. |
| |
We evaluated the directors’ fair value model and the process by which it was drawn up and ensured
the model was properly constructed.
We tested the mathematical accuracy and the key inputs to the calculation of the fair value. We reviewed the only key assumption which was the control premium of 20% and compared it to companies who are also listed on the NYSE and found it to be reasonable. Additionally, professionals with specialised skill and knowledge were used to assist in evaluating the appropriateness of the Company’s control premium. We found that management’s analysis was reasonable and did not identify any material misstatement as a result of the procedures performed. |
Covid-19
|
| |
|
As noted within Item 1A Risk Factors, in December 2019, a novel strain of coronavirus surfaced in
China and has spread globally.
The extent of the impact of the virus was not anticipated as at 31 December 2019 and it was not considered a global pandemic until after the year end. Consequently, the impact of the virus is not considered an adjusting post balance sheet event for the purposes of impairment reviews or for the fair value exercise performed on the intercompany receivable and investment in subsidiary (covered in the separate KAM titled Recoverability of intercompany receivable and investment in subsidiary). |
| |
Our procedures included reviewing the non-adjusting post balance sheet disclosures of the potential
impact on the carrying value of the investment held and the intercompany receivable.
We consider that management’s disclosures within the Annual Report and Financial Statements are appropriate. |
Overall materiality
|
| |
$18 million.
|
How we determined it
|
| |
1% of total assets.
|
Rationale for benchmark applied
|
| |
We believe that total assets are the primary measure used by shareholders in assessing the
performance of the entity. The parent company is primarily a holding company with an investment in a subsidiary company.
|
•
|
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate;
or
|
•
|
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant
doubt about the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
|
|
UK Statutory Strategic Report and UK Statutory Directors
Report
|
|
|
In our opinion, based on the work undertaken in the course of the audit, the information given
in the UK Statutory Strategic Report and UK Statutory Directors Report for the period ended 31 December 2019 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
|
|
|
|
|
|
In light of the knowledge and understanding of the parent company and its environment obtained
in the course of the audit, we did not identify any material misstatements in the UK Statutory Strategic Report and UK Statutory Directors Report.
|
|
|
Directors’ Remuneration
|
|
|
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
|
|
•
|
we have not received all the information and explanations we require for our audit; or
|
•
|
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received
from branches not visited by us; or
|
•
|
certain disclosures of directors’ remuneration specified by law are not made; or
|
•
|
the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the
accounting records and returns.
|
|
| |
Notes
|
| |
$
|
Fixed Assets
|
| |
|
| |
|
Tangible assets (net)
|
| |
4
|
| |
152,823
|
Investment in subsidiary
|
| |
5
|
| |
526,120,001
|
Debtors falling due after one year
|
| |
7
|
| |
1,353,102,826
|
Deferred tax benefit
|
| |
|
| |
241,160
|
|
| |
|
| |
|
Total fixed assets
|
| |
|
| |
1,879,616,810
|
|
| |
|
| |
|
Current Assets
|
| |
|
| |
|
Intercompany receivable
|
| |
8
|
| |
10,802,187
|
Other receivables
|
| |
|
| |
859,498
|
Cash and cash equivalents
|
| |
|
| |
341,878
|
|
| |
|
| |
|
Total current assets
|
| |
|
| |
12,003,563
|
|
| |
|
| |
|
Creditors – amounts falling due within one year
|
| |
9
|
| |
11,694,684
|
|
| |
|
| |
|
Net current assets
|
| |
|
| |
308,879
|
|
| |
|
| |
|
Creditors - amounts falling due after one year
|
| |
|
| |
349,444
|
|
| |
|
| |
|
Total assets less current liabilities
|
| |
|
| |
1,879,576,245
|
|
| |
|
| |
|
|
| |
|
| |
|
Capital and reserves
|
| |
|
| |
|
Called up Share capital
|
| |
10
|
| |
1,419,005
|
Share premium
|
| |
11
|
| |
237,599,887
|
Distributable reserve
|
| |
12
|
| |
1,594,393,056
|
Share based payment reserve
|
| |
8
|
| |
46,164,297
|
|
| |
|
| |
|
Total equity
|
| |
|
| |
1,879,576,245
|
(1)
|
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its
own profit and loss account for the period. During the period ended 31 December 2019, the company reported a profit of $40,572,739. In addition, the company has taken advantage of the legal dispensation contained in Section 408 of the Companies Act 2006 allowing it not to publish a separate statement of the comprehensive income.
|
|
| |
Note
|
| |
Share
capital |
| |
Share
premium |
| |
Distributable
reserve |
| |
Share
based payment reserve |
| |
Total
|
|
| |
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
At 31 October 2018
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Issuance of redeemable deferred Shares
|
| |
|
| |
16,440
|
| |
—
|
| |
—
|
| |
—
|
| |
16,440
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
Shares issued on completion of redomicile
|
| |
10
|
| |
1,257,263
|
| |
—
|
| |
1,574,093,000
|
| |
—
|
| |
1,575,350,263
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
Shares issued on acquisition of Cristal
|
| |
10
|
| |
375,800
|
| |
525,744,200
|
| |
—
|
| |
—
|
| |
526,120,000
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
Shares repurchased
|
| |
10
|
| |
(214,534)
|
| |
(288,144,313)
|
| |
|
| |
|
| |
(288,358,847)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
Equity awards
|
| |
8
|
| |
613
|
| |
|
| |
|
| |
46,164,297
|
| |
46,164,910
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
Equity awards cancelled for taxes
|
| |
8
|
| |
(137)
|
| |
|
| |
|
| |
—
|
| |
(137)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
Cancellation of redeemable deferred shares
|
| |
|
| |
(16,440)
|
| |
—
|
| |
—
|
| |
—
|
| |
(16,440)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
Dividends
|
| |
12
|
| |
—
|
| |
—
|
| |
(20,272,683)
|
| |
—
|
| |
(20,272,683)
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
—
|
Profit for the period
|
| |
12
|
| |
—
|
| |
—
|
| |
40,572,739
|
| |
—
|
| |
40,572,739
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
At 31 December 2019
|
| |
|
| |
1,419,005
|
| |
237,599,887
|
| |
1,594,393,056
|
| |
46,164,297
|
| |
1,879,576,245
|
•
|
Section 7 ‘Statement of Cash Flows’ – Presentation of a Statement of Cash Flows and related notes and disclosure
|
•
|
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel
|
•
|
from disclosing the company key management personnel compensation, as required by FRS 102 paragraph 33.7
|
•
|
from disclosing share-based payment arrangements, required under FRS 102 paragraphs 26.18(b), 26.19 to 26.21 and 26.23,
concerning its own equity instruments, as the company financial statements are presented with the consolidated financial statements and the relevant disclosures are included therein.
|
•
|
Certain financial instrument disclosures required under FRS 102 paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii),
11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.
|
Building improvements
|
| |
4-5 years
|
Furniture and fixtures
|
| |
3 years
|
|
| |
Building
Improvements |
| |
Furniture and
Fixtures |
| |
Total
|
|
| |
$
|
| |
$
|
| |
$
|
Cost
|
| |
|
| |
|
| |
|
At 31 October 2018
|
| |
—
|
| |
—
|
| |
—
|
Additions
|
| |
132,162
|
| |
45,841
|
| |
178,003
|
At 31 December 2019
|
| |
132,162
|
| |
45,841
|
| |
178,003
|
|
| |
|
| |
|
| |
|
Accumulated depreciation
|
| |
|
| |
|
| |
|
At 31 October 2018
|
| |
—
|
| |
—
|
| |
—
|
Charge
|
| |
17,860
|
| |
7,320
|
| |
25,180
|
At 31 December 2019
|
| |
17,860
|
| |
7,320
|
| |
25,180
|
|
| |
|
| |
|
| |
|
Net book value
|
| |
|
| |
|
| |
|
At 31 October 2018
|
| |
—
|
| |
—
|
| |
—
|
At 31 December 2019
|
| |
114,302
|
| |
38,521
|
| |
152,823
|
|
| |
$
|
Cost or valuation at 27 March 2019
|
| |
1,575,350,252
|
Contribution of Tronox Limited shares to Tronox Investments Holdings Limited
in exchange for a note receivable
|
| |
(1,575,350,251)
|
Contribution of promissory note to Tronox Investment Holding Limited in
exchange for shares issued
|
| |
488,540,000
|
|
| |
|
Additional shares issued upon acquisition of Cristal(i)
|
| |
37,580,000
|
At 31 December 2019
|
| |
526,120,001
|
(i)
|
This represents a change in the Cristal acquisition price for the value of the ordinary shares from
$13 per share to $14 per share.
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Bemax Sales Pty Ltd
|
| |
50% owned by Peregrine Mineral Sands Pty Ltd; 25% owned by Imperial Mining (Aust) Pty Ltd; 25%
owned by Probo Mining Pty Ltd
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Cable Sands (WA) Pty Ltd
|
| |
50% owned by Cable Sands Holdings Pty Ltd; 50% owned by Cable Sands Investments Pty Ltd
|
| |
Australia
|
| |
Mining Tenement; Holds Cable Sands JV
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Cable Sands Holdings Pty Ltd
|
| |
100% owned by Tronox Mineral Holdings Australia Pty. Ltd.
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Cable Sands Investments Pty Ltd
|
| |
100% owned by Tronox Mineral Holdings Australia Pty. Ltd.
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Cable Sands Pty Ltd
|
| |
50% owned by Cable Sands Holdings Pty Ltd; 50% owned by Cable Sands Investments Pty Ltd
|
| |
Australia
|
| |
Mining Tenement; Holds Cable Sands JV
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Coffs Harbour Rutile Pty Ltd
|
| |
95.3% owned by Kathleen Investments (Australia) Pty Ltd; 4.7% owned by Nissho Iwai Mineral Sands
(Australia) Pty Ltd
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Cristal Inorganic Chemicals Switzerland Ltd.
|
| |
100% owned by Tronox Investments Netherlands BV
|
| |
Switzerland
|
| |
Holding company
|
| |
c/o Badertscher Rechtsanwälte AG Grafenauweg 6 6300 Zug
|
|
| |
|
| |
|
| |
|
| |
|
Cristal Inorganic Chemicals UK Limited
|
| |
100% owned by Tronox Investments Netherlands BV
|
| |
United Kingdom
|
| |
Dormant; In liquidation
|
| |
35 Great St. Helen’s, London, England,
EC3A 6AP |
|
| |
|
| |
|
| |
|
| |
|
Cristal Metals LLC
|
| |
100% owned by Tronox US Holdings Inc.
|
| |
Delaware, USA
|
| |
Holding company
|
| |
CSC, 251 Little Falls Drive,
Wilmington, Delaware 19808 |
|
| |
|
| |
|
| |
|
| |
|
Hawkins Point LLC
|
| |
100% owned by Tronox LLC
|
| |
Delaware, USA
|
| |
Holding company
|
| |
CSC, 251 Little Falls Drive,
Wilmington, Delaware 19808 |
|
| |
|
| |
|
| |
|
| |
|
Hong Kong Titanium Products Company Limited
|
| |
100% owned by Tronox Investment Holdings Limited
|
| |
Hong Kong
|
| |
Holding company
|
| |
Unit 417, 4th
Floor, Lippo Centre, Tower Two,
No. 89 Queensway, Admiralty, Hong Kong |
|
| |
|
| |
|
| |
|
| |
|
Imperial Mining (Aust) Pty Ltd
|
| |
100% owned by Tronox Mineral Holdings Australia Pty. Ltd.
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Jiangxi Tikon Titanium Products Company Limited
|
| |
100% owned by Hong Kong Titanium Products Company Limited
|
| |
China
|
| |
Operating company
|
| |
No. 4, Antang Road, Fubei Town, Linchuan District, Fuzhou City, Jiangxi Province China
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Kathleen Investments (Australia) Pty Ltd
|
| |
100% owned by Nissho Iwai Mineral Sands (Australia) Pty Ltd
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Millennium Inorganic Chemicals Australind
|
| |
100% owned by Millennium Inorganic Chemicals Overseas Holdings
|
| |
United Kingdom
|
| |
Dormant; In liquidation
|
| |
35 Great St. Helen’s, London, England, EC3A 6AP
|
|
| |
|
| |
|
| |
|
| |
|
Millennium Inorganic Chemicals Holdings Brasil Ltda.
|
| |
99.99% owned by Tronox Investments Netherlands BV; 0.01% owned by Tronox International BV
|
| |
Brazil
|
| |
Holding company
|
| |
Est. BA 099, KM 20 – Bairro Abrantes – Camaçari, BA – CEP 42840-000
|
|
| |
|
| |
|
| |
|
| |
|
Millennium Inorganic Chemicals Le Havre SAS
|
| |
100% owned by Millennium Inorganic Chemicals SAS
|
| |
France
|
| |
Holding company
|
| |
Route du Pont VII,
76600 Le Havre, France |
|
| |
|
| |
|
| |
|
| |
|
Millennium Inorganic Chemicals Overseas Holdings
|
| |
100% owned by Tronox UK Holdings Limited
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England, EC3A 6AP
|
|
| |
|
| |
|
| |
|
| |
|
Millennium Inorganic Chemicals SAS
|
| |
100% owned by French branch of Tronox Pigment UK Limited
|
| |
France
|
| |
Holding company
|
| |
95 rue du Général de Gaulle - 68800 Thann, France
|
|
| |
|
| |
|
| |
|
| |
|
Millennium Inorganic Chemicals UK Holdings Limited
|
| |
100% owned by Millennium Inorganic Chemicals Overseas Holdings
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England, EC3A 6AP
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Murray Basin Titanium Pty Ltd
|
| |
50% owned by NIMSA Murray Basin Pty Ltd; 50% owned by Tronox Mineral Holdings Australia Pty. Ltd.
|
| |
Australia
|
| |
Mining Tenement; Holds Murray Basis JV
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
NIMSA Murray Basin Pty Ltd
|
| |
100% owned by Coffs Harbour Rutile Pty Ltd
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Nissho Iwai Mineral Sands (Australia) Pty Ltd
|
| |
50% owned by Cable Sands Holdings Pty Ltd; 50% owned by Cable Sands Investments Pty Ltd
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Peregrine Gold Mining Pty Ltd
|
| |
100% owned by Tronox Mineral Holdings Australia Pty. Ltd.
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Peregrine Mineral Sands Pty Ltd
|
| |
100% owned by Tronox Mineral Holdings Australia Pty. Ltd.
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Pooncarie Operations Pty Ltd
|
| |
100% owned by Tronox Mineral Holdings Australia Pty. Ltd.
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Probo Mining Pty Ltd
|
| |
100% owned by Tronox Mineral Holdings Australia Pty. Ltd.
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Rutile and Zircon Mines (Newcastle) Pty Ltd
|
| |
100% owned by Coffs Harbour Rutile Pty Ltd
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
RZM Pty Ltd
|
| |
100% owned by Coffs Harbour Rutile Pty Ltd
|
| |
Australia
|
| |
Mining Tenement; Holds Bayfield JV
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Shanghai Millennium Chemicals Trading Limited
|
| |
100% owned by Tronox Pigment Bunbury Ltd
|
| |
China
|
| |
Sales company
|
| |
Room 817, 8 Huajing Road, China (Shanghai) Pilot Free Trade Zone
|
|
| |
|
| |
|
| |
|
| |
|
Tific Pty. Ltd.
|
| |
100% owned by TiO2 Corporation Pty Ltd
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
TiO2 Corporation Pty Ltd
|
| |
100% owned by Tronox Australia Pty Ltd
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Titanium Technology (Australia) Pty Ltd
|
| |
100% owned by Coffs Harbour Rutile Pty Ltd
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury WA 6230 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Australia Holdings Pty Limited
|
| |
100% owned by Tronox Global Holdings Pty Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Australia Pigments Holdings Pty Limited
|
| |
100% owned by Tronox Global Holdings Pty Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Australia Pty Ltd
|
| |
100% owned by Tronox Holdings (Australia) Pty Ltd
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
Tronox Australind Pty Ltd
|
| |
100% owned by Tronox Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 350 Old Coast Road Australind Western Australia 6233
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Tronox Belgium bvba
|
| |
99.99% owned by Tronox Investment Holdings Limited; 0.01% owned by Millennium Inorganic Chemicals
Overseas Holdings
|
| |
Belgium
|
| |
Operating company (Willebroek)
|
| |
Brielen 9 2830 Willebroek Belgium
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Finance LLC
|
| |
100% owned by Tronox Global Holdings Pty Limited
|
| |
Delaware, USA
|
| |
2026 bond issuer
|
| |
Lot 22 Mason Road Kwinana Beach Western Australia 6167
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Finance plc
|
| |
100% owned by Tronox UK Holdings Limited
|
| |
United Kingdom
|
| |
2025 bond issuer
|
| |
35 Great St. Helen’s London, England, EC3A 6AP
|
|
| |
|
| |
|
| |
|
| |
|
Tronox France SAS
|
| |
100% owned by Millennium Inorganic Chemicals SAS
|
| |
France
|
| |
Operating company
|
| |
95 rue du Général de Gaulle - 68800 Thann, France
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Global Holdings Pty Limited
|
| |
100% owned by Tronox Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Holdings (Australia) Pty Ltd
|
| |
100% owned by Tronox Pigments Australia Pty Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Holdings Coöperatief U.A.
|
| |
100% owned by Tronox Holdings Europe C.V.
|
| |
Netherlands
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach Western Australia 6167
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Holdings Europe C.V.
|
| |
60% owned by Tronox Global Holdings Pty Limited; 40% owned by Tronox Worldwide Pty Limited
|
| |
Netherlands
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach Western Australia 6167
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Tronox Incorporated
|
| |
100% owned by Tronox US Holdings Inc.
|
| |
Delaware, USA
|
| |
Holding company
|
| |
CSC, 251 Little Falls Drive,
Wilmington, Delaware 19808 |
|
| |
|
| |
|
| |
|
| |
|
Tronox India Private Limited
|
| |
99% owned by Tronox Pigments Holland B.V.; 1% owned by Tronox International BV
|
| |
India
|
| |
Employing entity for IT personnel
|
| |
404,4th Floor,
Shangrila Plaza, Road No.2, Park View Enclave, Jubilee Hills, HYDERABAD, Hyderabad, Telangana, India, 500034
|
|
| |
|
| |
|
| |
|
| |
|
Tronox International BV
|
| |
100% owned by Tronox Investment Netherlands BV
|
| |
Netherlands
|
| |
Holds CMA
|
| |
Strawinskylaan 1543, Tower C, 15th floor, 1077XX Amsterdam
|
|
| |
|
| |
|
| |
|
| |
|
Tronox International Finance LLP
|
| |
99% owned by Tronox UK Holdings Limited; 1% owned by Tronox Investment Holdings Limited
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s, London, England, EC3A 6AP
|
|
| |
|
| |
|
| |
|
| |
|
Tronox International Holdings GmbH
|
| |
100% owned by Tronox International Finance LLP
|
| |
Switzerland
|
| |
Dormant; In liquidation
|
| |
Hirschmattstrasse 30 6003 Lucerne Switzerland
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Investment Holdings Limited
|
| |
100% owned by Tronox Holdings plc
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England, EC3A 6AP
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Investment Netherlands BV
|
| |
100% owned by Tronox Pigments (Holland) B.V.
|
| |
Netherlands
|
| |
Holding company
|
| |
Strawinskylaan 1543, Tower C, 15th floor, 1077XX Amsterdam
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Investments UK Limited
|
| |
100% owned by Millennium Inorganic Chemicals Overseas Holdings
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England, EC3A 6AP
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Tronox Italy Srl
|
| |
95% owned by Tronox Pigment UK Limited; 5% owned by Millennium Inorganic Chemicals Overseas
Holdings
|
| |
Italy
|
| |
Sales company
|
| |
Unit 402, 4th
Floor, Fairmont House, No. 8 Cotton Tree Drive, Admiralty, Hong Kong
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Korea Ltd.
|
| |
100% owned by Tronox Pigment UK Limited
|
| |
South Korea
|
| |
Sales company
|
| |
6th Floor
(Dohwa-dong, Ilsin Building), 38 Mapo-daero, Mapo-gu,
Seoul, 04174 |
|
| |
|
| |
|
| |
|
| |
|
Tronox KZN Sands (Pty) Ltd
|
| |
74% owned by Tronox Sands Holdings Pty Limited
|
| |
South Africa
|
| |
Operating company
|
| |
River Falls Office Park Wild Pear Buildings 262 Rose Avenue Dooringkloof Centurion 0157
South Africa |
|
| |
|
| |
|
| |
|
| |
|
Tronox Limited
|
| |
100% owned by Tronox Investment Holdings Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox LLC
|
| |
100% owned by Tronox Incorporated
|
| |
Delaware, USA
|
| |
Operating company (Hamilton)
|
| |
CSC, 251 Little Falls Drive,
Wilmington, Delaware 19808 |
|
| |
|
| |
|
| |
|
| |
|
Tronox Management Pty Ltd
|
| |
51% owned by Tronox Western Australia Pty Ltd; 49% owned by Yalgoo Minerals Pty. Ltd.
|
| |
Australia
|
| |
Operating company; Tiwest (Kwinana)
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Mineral Holdings Australia Pty Ltd
|
| |
100% owned by Tronox Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 962 Koombana Drive Bunbury Western Australia 6230
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Mineral Sales Pty Ltd
|
| |
100% owned by Yalgoo Minerals Pty. Ltd.
|
| |
Australia
|
| |
Dormant
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Tronox Mineral Sands (Pty) Ltd
|
| |
74% owned by Tronox Sands Holdings Pty Limited
|
| |
South Africa
|
| |
Operating company (Namakwa)
|
| |
River Falls Office Park Wild Pear Buildings 262 Rose Avenue Dooringkloof Centurion 0157
South Africa |
|
| |
|
| |
|
| |
|
| |
|
Tronox Mining Australia Ltd
|
| |
100% owned by Tronox Mineral Holdings Australia Pty Ltd
|
| |
Australia
|
| |
Mining Tenement
|
| |
Lot 962 Koombana Drive Bunbury Western Australia 6230
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Pigment Bunbury Ltd
|
| |
100% owned by Tronox Australind Pty Ltd
|
| |
Australia
|
| |
Operating company (Bunbury)
|
| |
Lot 350 Old Coast Road Australind Western Australia 6233
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Pigment UK Limited
|
| |
100% owned by Millennium Inorganic Chemicals Overseas Holdings
|
| |
United Kingdom
|
| |
Operating company (Stallingborough)
|
| |
35 Great St. Helen’s, London, England,
EC3A 6AP |
|
| |
|
| |
|
| |
|
| |
|
Tronox Pigmentos do Brasil SA
|
| |
72% owned by Millennium Inorganic Chemicals Holdings Brasil Ltda.
|
| |
Brazil
|
| |
Public company listed on Brazil Exchange
|
| |
Rodovia BA-099, Km 20, Camaçari, BA 42829-710
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Pigments (Holland) B.V.
|
| |
100% owned by Tronox Investment Holdings Limited
|
| |
Netherlands
|
| |
Operating company (Botlek)
|
| |
Professor Gerbrandyweg 2 3197KK Botlek Rotterdam The Netherlands
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Pigments (Netherlands) B.V.
|
| |
100% owned by Tronox Holdings Coöperatief U.A.
|
| |
Netherlands
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach Western Australia 6167
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Pigments (Singapore) Pte. Ltd.
|
| |
100% owned by Tronox Worldwide Pty Limited
|
| |
Singapore
|
| |
Sales company
|
| |
51 Goldhill Plaza 308900 Singapore
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Tronox Pigments Australia Holdings Pty Limited
|
| |
100% owned by Tronox Australia Pigments Holdings Pty Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Pigments Australia Pty Limited
|
| |
100% owned by Tronox Pigments Australia Holdings Pty Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Pigments LLC
|
| |
100% owned by Tronox Worldwide Pty Limited
|
| |
Delaware, USA
|
| |
Holding company
|
| |
CSC, 251 Little Falls Drive,
Wilmington, Delaware 19808 |
|
| |
|
| |
|
| |
|
| |
|
Tronox Pigments Pty Limited
|
| |
100% owned by Tronox Worldwide Pty Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Sands Holdings Pty Limited
|
| |
100% owned by Tronox Global Holdings Pty Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Sands Investment Funding Limited
|
| |
100% owned by Tronox Sands UK Holdings Limited
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England,
EC3A 6AP |
|
| |
|
| |
|
| |
|
| |
|
Tronox Sands LLP
|
| |
99% owned by Tronox Global Holdings Pty Limited; 1% owned by Tronox Limited
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England,
EC3A 6AP |
|
| |
|
| |
|
| |
|
| |
|
Tronox Sands UK Holdings Limited
|
| |
100% owned by Tronox Sands LLP
|
| |
United Kingdom
|
| |
Holding company
|
| |
7 Albemarle Street, London, United Kingdom, W1S 4HQ
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Saudi Industries Company
|
| |
100% owned by Tronox UK Holdings Limited
|
| |
Kingdom of Saudi Arabia
|
| |
Operating company
|
| |
Jeddah, Al Rabwah district, P.O. Box 13586 Jeddah 22514 Kingdom of Saudi Arabia
|
|
| |
|
| |
|
| |
|
| |
|
Name
|
| |
Ownership Interest
|
| |
Country of
Incorporation |
| |
Nature of Business
|
| |
Registered Address
|
Tronox UK Finance Limited
|
| |
100% owned by Tronox Sands Investment Funding Limited
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England, EC3A 6AP
|
|
| |
|
| |
|
| |
|
| |
|
Tronox UK Holdings Limited
|
| |
100% owned by Tronox Investment Holdings Limited
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England,
EC3A 6AP |
|
| |
|
| |
|
| |
|
| |
|
Tronox UK Limited
|
| |
100% owned by Tronox UK Holdings Limited
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England,
EC3A 6AP |
|
| |
|
| |
|
| |
|
| |
|
Tronox UK Merger Company Limited
|
| |
100% owned by Tronox UK Holdings Limited
|
| |
United Kingdom
|
| |
Holding company
|
| |
35 Great St. Helen’s London, England,
EC3A 6AP |
|
| |
|
| |
|
| |
|
| |
|
Tronox US Holdings Inc.
|
| |
100% owned by Tronox UK Holdings Limited
|
| |
Delaware, USA
|
| |
Holding company
|
| |
CSC, 251 Little Falls Drive,
Wilmington, Delaware 19808 |
|
| |
|
| |
|
| |
|
| |
|
Tronox Western Australia Pty Ltd
|
| |
100% owned by Tronox Worldwide Pty Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Tronox Worldwide Pty Limited
|
| |
100% owned by Tronox Australia Holdings Pty Limited
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
|
| |
|
| |
|
| |
|
Yalgoo Minerals Pty. Ltd.
|
| |
100% owned by TiO2 Corporation Pty Ltd
|
| |
Australia
|
| |
Holding company
|
| |
Lot 22 Mason Road Kwinana Beach WA 6167 Australia
|
|
| |
$
|
Due from Tronox Investment Holdings Limited
|
| |
|
|
| |
|
Total debtors due after one year from group undertakings
|
| |
1,353,102,826
|
|
| |
$
|
Intercompany payable
|
| |
8,681,808
|
Accrued liabilities
|
| |
2,368,594
|
Dividends payable
|
| |
422,323
|
Other creditors
|
| |
221,959
|
|
| |
11,694,684
|
Ordinary share capital
|
| |
|
141,900,459 ordinary shares of $ 0.01 each
|
| |
$ 1,419,005
|
|
| |
Number of shares
|
Shares issued on incorporation
|
| |
1
|
Shares issued on completion of redomicile
|
| |
125,726,277
|
Shares issued on acquisition of Cristal
|
| |
37,580,000
|
Shares repurchased and retired
|
| |
(21,453,379)
|
Shares issued upon vesting of restricted stock units
|
| |
47,560
|
Shares outstanding as of 31 December 2019
|
| |
141,900,459
|
•
|
give a true and fair view of the state of the group’s affairs as at 31 December 2019 and of its loss and cash flows for the
year then ended;
|
•
|
have been properly prepared in accordance with accounting principles generally accepted in the United States of America (US
GAAP); and
|
•
|
have been prepared in accordance with the requirements of the Companies Act 2006.
|
|
| |
•
|
| |
Overall group materiality: $13 million (2018: $9.75 million).
|
|
•
|
| |
Tronox Holdings plc is a public limited company incorporated under the laws of England and Wales
and is listed on the New York Stock Exchange thus the Group is subject to group financial statement audits in both the United Kingdom (UK) and the United States of America (US).
|
||
|
•
|
| |
The Group’s headquarters are in the United Kingdom, however it maintains its global operations from
Stamford, Connecticut, USA, where Group management resides. We have thus used the US corporate component team to perform the on-site testing in the US in relation to the management Group functions and then other component teams to perform
the on-site testing for other global sites in scope (including another component team in the US for the Hamilton operation), with the UK Group team performing the remainder of the audit work.
|
||
|
•
|
| |
We identified 2 reporting units which, in our view, required a full scope audit based on their size
and risk. In addition, we determined that audit procedures over certain accounts or balances were required at a further 7 reporting units to provide sufficient overall Group coverage of particular financial statement line items.
|
||
|
•
|
| |
We used component teams in 6 countries to perform a combination of full scope audit procedures and
audits of specific balances, with the Group team performing the remainder. Certain Group financial statement disclosures and a number of complex areas, prepared by the head office finance function, were audited by the US corporate
component team, with the Group consolidation audited by the UK Group engagement team.
|
||
|
•
|
| |
Reporting units where audit procedures were performed accounted for 84% of Group revenue and 83% of
Group total assets.
|
||
|
•
|
| |
Fraud in Revenue Recognition
|
||
|
•
|
| |
Risk of material misstatement related to the valuation of Cristal net assets acquired – Valuation
of Mineral Leaseholds
|
||
|
•
|
| |
Covid-19
|
Key audit matter
|
| |
How our audit addressed the key audit matter
|
Fraud in revenue recognition
|
| |
|
We determined that the focus of the significant risk of fraud in revenue recognition is specific to
revenue transactions throughout the year, represented by the existence/occurrence and accuracy assertions.
We have identified that the risk would be related to management override through fictitious entries. This could occur through a manual journal entry or through creation of a fictitious debit memo or accounting entry to the subledger. |
| |
Testing of revenue has been performed by the component teams which cover 84% of the overall revenue
balance. The substantive procedures performed are as follows:
• Tested a sample of revenue transactions recognised to a high level of
assurance to the appropriate support such as contracts, purchase orders, invoices, proof of delivery and cash receipts.
• Tested unusual manual journal entries that credited revenue
For components not in-scope, we have performed disaggregated revenue analytics based on products
and location to assess the revenue balances and any unusual movements.
We did not identify any material misstatement as a result of the procedures performed. |
Risk of material misstatement related to the Cristal acquisition – Valuation of
mineral leaseholds
|
| |
|
On April 10, 2019, the Group completed the acquisition of the TiO2 business of The National
Titanium Dioxide Company Ltd. (“Cristal”) for a total acquisition price of $2.2 billion, which primarily included net assets held for sale of $722 million, working capital of $770 million, property plant and equipment of $746 million,
long-term liabilities of $280 million and mineral leaseholds of $95 million.
|
| |
Our procedures included the following:
• Reading the purchase agreement;
• Testing management’s process for estimating the fair value of mineral
leaseholds; and
• Testing management’s cash flow projections used to estimate the value
of the mineral leaseholds, using professionals with specialised skill and knowledge to assist in doing so.
|
The fair value of Cristal’s mining operations in Western Australia were determined using the income
approach, specifically a discounted cash flow analysis (“DCF”). The DCF includes significant estimates and assumptions with respect to the expected production of the mine over the estimated time period, sales prices, expected profit
margins and the discount rate. The calculated value was then reduced by the fair values determined for property plant and equipment in order to derive the fair value of mineral leaseholds. As at 31 December 2019, the fair values of
mineral leaseholds are based on preliminary information.
The principal consideration for our determination that performing procedures relating to the acquisition of the TiO2 business of Cristal - valuation of mineral leaseholds is a key audit matter is there was significant judgment by management when developing the fair value measurement of the mineral leaseholds, which in turn lead to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate management’s future cash flow projections |
| |
Testing management’s process included evaluating the appropriateness of the valuation methods and
the reasonableness of significant assumptions, including the expected production of the mine over the estimated time period, sales prices, expected profit margins and the discount rate.
Evaluating the reasonableness of the expected production of the mine over the estimated time period, sales prices, and expected profit margins included (i) comparing expected production of the mine and shipment volumes to geologist reports related to the ore reserve estimates and information supporting management’s expected extraction of these reserves over the estimated time period; (ii) comparing estimated sales prices to industry projections and other forecast information prepared by the Group; and (iii) comparing expected profit margins to information used by management to support these inputs and assumptions, such as benchmarking data and comparisons to other similar operations within the Group to determine whether operating expenses were |
Key audit matter
|
| |
How our audit addressed the key audit matter
|
and significant assumptions, including the expected production of the mine over the estimated time
period, sales prices, expected profit margins and the discount rate. In addition, the audit effort involved the use of professionals with specialised skill and knowledge to assist in performing these procedures and evaluating the audit
evidence obtained.
|
| |
based on supportable costs.
Professionals with specialised skill and knowledge were used to assist in evaluating the appropriateness of the Group’s discounted cash flow model and the reasonableness of certain significant assumptions, including the discount rate. We found that management’s assumptions are supportable and did not identify any material misstatement as a result of the procedures performed. |
Covid-19
|
| |
|
As noted within Item 1A Risk Factors, in December 2019, a novel strain of coronavirus surfaced in
China and has spread globally.
The extent of the impact of the virus was not anticipated as at 31 December 2019 and it was not considered a global pandemic until after the year end. Consequently, the impact of the virus is not considered an adjusting post balance sheet event for the purposes of impairment reviews or for the fair value exercise performed on the Cristal acquisition (covered in the separate KAM titled Risk of material misstatement related to the Cristal acquisition – Valuation of mineral leaseholds). The coronavirus has had an impact on the global economy, and may impact the Group’s ability, as well as the ability of the Group’s customers and suppliers, to manufacture products and may reduce demand in the markets which could have a material adverse effect on the results of the business, financial condition or results of operations. The coronavirus could impact the Group’s results, particularly with respect to TiO2 production plants and mineral sands operations and the supply of TiO2 and zircon products to global customers. The Group has considered the potential impacts noted above on its liquidity position by performing various potential scenarios to ensure that it has sufficient liquidity to continue as a going concern. |
| |
Our procedures included the following:
• evaluating management’s downside scenarios, challenging the key
assumptions
• assessing the reasonableness/achievability of management’s mitigating
actions
• reading management’s disclosures in the financial statements
We found that management’s downside scenario assumptions are supportable and did not identify any
material misstatement as a result of the procedures performed.
We also found that management’s disclosures within the Annual Report and Financial Statements are appropriate. |
Overall group materiality
|
| |
$13 million (2018: $9.75 million).
|
How we determined it
|
| |
See below.
|
Rationale for benchmark applied
|
| |
Due to the acquisition that occurred during the year, we have concluded that pre-tax income or loss
for the current year is not the most meaningful benchmark for determining overall materiality. Thus, we have considered alternative benchmarks including adjusted EBITDA, EBITDA and net sales forecasted for 2019. These benchmarks yielded
materiality levels ranging from $9.4 million to $13.8 million. We used our professional judgement to determine an overall materiality level of $13 million.
|
•
|
the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate;
or
|
•
|
the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant
doubt about the group’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
|
•
|
we have not received all the information and explanations we require for our audit; or
|
•
|
certain disclosures of directors’ remuneration specified by law are not made.
|