DEF 14A of Chemours Co, Apr 11, 2024

DEF 14A of Chemours Co

Filed Apr 11, 2024 · FY20230001104659-24-046287

Open on EDGAR

  1. RECENT CORPORATE GOVERNANCE UPDATES

    RECENT CORPORATE GOVERNANCE UPDATES Our Board remains committed to representing the best interests of Chemours’ shareholders. As part of this commitment, the Board goes through regular refreshment with an emphasis on adding skilled directors with diverse backgrounds and experiences to the Board. The Board also regularly evaluates its structure and processes and considers ways in which it may enhance its oversight role. Recent actions the Board has taken include: ✓ Addition of Pamela Fletcher to the Board ◦ Pamela Fletcher joined our Board in February 2024. She is the former Senior Vice President and Chief Sustainability Officer of Delta Airlines, where she accelerated the company’s decarbonization effort through a holistic approach that applied innovation to achieve sustainability gains in both the aviation fleet and ground support fleet. Her career with General Motors Company spanned over 17 years, where she held various leadership roles including Vice President Electric Vehicles and Vice President Global Innovation. She brings invaluable experience working with, and commercializing, disruptive technologies in new markets. ✓ Addition of Alister Cowan to the Board and Two Committees ◦ Alister Cowan joined our Board in November 2023. He was recently appointed to serve on the Audit Committee, as well as our newly formed Environmental, Health, and Safety & Operational Performance Committee. He brings a depth of financial expertise to the Board from his over 30 years of experience in companies across the globe. As a former Chief Financial Officer, most recently at Suncor, he brings to the Board valuable insights and experience in financial operations, corporate development, and capital allocation. ✓ Creation of New Environmental, Health, and Safety & Operational Performance Committee ◦ The Board and each committee conduct an annual self-evaluation of its performance with a particular focus on overall effectiveness. As a result of previous years’ self-evaluation processes, the Board began to explore establishing a new standing committee for environmental, health, and safety and operational performance topics in early 2023. This process led the Board to determine it was prudent to establish a new standing committee for environmental, health, and safety and operational performance topics. The formation of this committee aligns with our commitment to our values, particularly our commitment to safe and responsible operations. Historically, the full Board has provided oversight of these topics and will continue to do so. This committee structure will enhance and support the Board in oversight of these matters. ✓ Appointment of Denise Dignam as President and Chief Executive Officer Denise Dignam was appointed President and CEO and a member of the Board on March 22, 2024, consistent with the Board’s succession planning process. Denise brings over 35 years of experience in the chemical industry where she has held senior roles in business and operations, sales and marketing, commercialization, and supply chain. She had served as Interim Chief Executive Officer since February 2024, and prior to that held the positions of President, Titanium Technologies (TT) segment, and President, Advanced Performance Materials (APM) segment — two businesses that represent in the aggregate over 68% of Chemours’ net sales in 2023. As President of Titanium Technologies, Ms. Dignam stood up the TT Transformation Plan, delivered significant operational savings in 2023, refocused the portfolio to deliver more customer value, and developed process improvements for better resource utilization across the manufacturing circuit. During her tenure on Advanced Performance Materials, she reshaped the portfolio to focus resources on secular growth opportunities in Clean Energy and Advanced Electronics. To further accelerate growth, she drove strategic partnerships and initiatives across the globe, and improved the overall cost structure of the business, laying the foundation for further cost optimization.

  2. RECENT CORPORATE GOVERNANCE UPDATES

    | | 2024 Proxy Statement | 4 |

  3. RECENT CORPORATE GOVERNANCE UPDATES

    | CORPORATE GOVERNANCE HIGHLIGHTS |

  4. RECENT CORPORATE GOVERNANCE UPDATES

    | 4.5 years Average Tenure of Director Nominees | 56% Of Director Nominees are Diverse with Respect to Gender or Ethnic Diversity | 89% Director Nominee Independence & Independent Board Chair | NEW Environmental, Health, and Safety & Operational Performance Committee |

  5. RECENT CORPORATE GOVERNANCE UPDATES

    | SUSTAINABILITY HIGHLIGHTS |

  6. RECENT CORPORATE GOVERNANCE UPDATES

    | Innovation and Sustainable Solutions | ■ Announced the launch of our 50-50 joint venture with BWT FUMATECH Mobility GmbH to help meet demand which is critical for scaling the global hydrogen economy. | | Environmental Leadership | ■ In 2022, we signed a commitment with the Science Based Targets Initiative (SBTi) to establish science-based targets for scopes 1, 2, and 3 GHG emissions and continued our engagement in 2023 in line with expected validation timelines. | | Community Impact | ■ In 2023, awarded approximately $5.6 million in grants in support of our Vibrant Communities goal to improve lives by increasing access to STEM skills, safety initiatives, and sustainable environment programs within the communities where we operate. | | Greatest Place to Work | ■ In 2023, 100% of eligible employees met the annual corporate ethics and compliance training requirement by completing the Living Integrity Code of Conduct Training. ■ 92% of our global workforce operates in areas with Great Place to Work® certification. |

  7. RECENT CORPORATE GOVERNANCE UPDATES

    | COMPENSATION HIGHLIGHTS |

  8. RECENT CORPORATE GOVERNANCE UPDATES

    | Pay-For-Performance | ■ The 2023 AIP design was tied to our performance against financial and sustainability (previously ESG) metrics. ■ 2023 CEO Pay elements are 88% at risk and NEOs are 72% at risk. ■ CLDC-led adjustments to incentive compensation metrics for working capital timing actions, and use of full negative discretion for former executive officers. | | Annual Say-On-Pay | ■ At Chemours’ 2023 Annual Meeting, shareholders approved the Company’s “Say-on-Pay” proposal with 96% of the votes cast in support of the executive compensation program. |

  9. RECENT CORPORATE GOVERNANCE UPDATES

    This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including in “Executive Compensation — Compensation Discussion and Analysis.” These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report. Readers are cautioned not to place undue reliance on forward-looking

  10. RECENT CORPORATE GOVERNANCE UPDATES

    | | 2024 Proxy Statement | 5 |

  11. RECENT CORPORATE GOVERNANCE UPDATES

    statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

  12. RECENT CORPORATE GOVERNANCE UPDATES

    | | 2024 Proxy Statement | 6 |

  13. RECENT CORPORATE GOVERNANCE UPDATES

    | Proposal 1 — Election of Directors |

  14. RECENT CORPORATE GOVERNANCE UPDATES

    Nine current members of the Board are standing for re-election to hold office for a one-year term, or until their successors are duly elected and qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Although Chemours knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board of Directors. In that case, your shares will be voted for that other person.

  15. DIRECTOR QUALIFICATION PROCESS

    DIRECTOR QUALIFICATION PROCESS The Nominating and Corporate Governance Committee (“NCG Committee”) considers potential candidates suggested by Board members, as well as management, shareholders, search firms and others. Our Corporate Governance Guidelines describe qualifications for directors. Directors are selected for their: ■ Integrity and character ■ Sound, independent judgment ■ Breadth of experience ■ Keen insight and knowledge ■ Business acumen ■ Significant professional accomplishments The specific skills, experience and criteria the Board may consider, and which may vary over time depending on current needs, includes: ■ Leadership ■ Experience involving technological innovation ■ Relevant industry experience ■ Financial expertise ■ Corporate governance ■ Compensation and succession planning ■ Familiarity with issues affecting global businesses ■ Experience with worldwide business operations, strategy, and management ■ Cybersecurity ■ Environment, health, safety and sustainability ■ Risk management ■ Other board experience ■ Government service Diversity in experience, gender and ethnicity that contribute to the total mix of viewpoints and experience represented on the Board, is also a key selection criterion. The Board’s commitment to diversity in its membership is reflected in how its diversity levels have evolved over time. From 2021 to 2023, the gender diversity on our Board and the racial or ethnic

  16. DIRECTOR QUALIFICATION PROCESS

    | | 2024 Proxy Statement | 7 |

  17. DIRECTOR QUALIFICATION PROCESS

    diversity of our Board both increased. As of last year’s Annual Meeting, our Board was 44% diverse with respect to gender and 33% diverse with respect to race or ethnicity. The graph below depicts the Board’s diversity levels over time: The Board has demonstrated a track record of diversity in its membership. Going forward, we will continue to ensure diversity is a central part of the Nominating and Corporate Governance Committee’s deliberations regarding potential director appointments and broader refreshment plans. Directors are expected to devote the necessary time, energy, and attention to ensure diligent performance of their responsibilities. When selecting candidates for nomination, the NCG Committee considers these factors, among other items, to assure new directors have the highest personal and professional integrity. In addition, selected director nominees are required to have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interests of all shareholders. The NCG Committee will not nominate for election as a director, a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to the organization. Once the NCG Committee has identified a prospective candidate, the NCG Committee will make an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based on whatever information is provided to the NCG Committee with the recommendation of the prospective candidate, as well as the NCG Committee’s own knowledge of the prospective candidate. This may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination will be based primarily on the likelihood that the prospective nominee can satisfy the factors described above. If the NCG Committee determines, in consultation with the Chair of the Board and other Board members, that further consideration is warranted, it may gather additional information about the prospective nominee’s background and experience. In connection with this evaluation, the NCG Committee will determine whether to interview the prospective nominee. One or more NCG Committee members and other directors, as appropriate, may interview the prospective nominee in person or by telephone. After completing its evaluation, the NCG Committee will decide whether to make a recommendation to the full Board for its consideration. The NCG Committee evaluates director candidates suggested by shareholders, applying the factors for potential candidates described above, and considers the additional information provided by the shareholder or gathered by the NCG Committee.

  18. DIRECTOR QUALIFICATION PROCESS

    | | 2024 Proxy Statement | 8 |

  19. DIRECTOR QUALIFICATION PROCESS

    Shareholders wishing to suggest a candidate for director should write to the Corporate Secretary. A shareholder’s written communication to the Corporate Secretary should be delivered to The Chemours Company, 1007 Market Street, Wilmington, DE 19801, Attention: Corporate Secretary. Shareholders who wish to nominate candidates for the Board of Directors must follow the procedures described under “2025 Annual Meeting of Shareholders — Procedures for Submitting Shareholder Proposals and Nominations” in this Proxy Statement on Page 83.

  20. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following information describes certain information regarding our director nominees.

  21. DIRECTOR NOMINEE COMPOSITION

    DIRECTOR NOMINEE COMPOSITION

  22. DIRECTOR SKILLS, EXPERIENCE, AND BACKGROUND

    DIRECTOR SKILLS, EXPERIENCE, AND BACKGROUND The NCG Committee recommended to the Board the nominees named in this Proxy Statement. Based on this recommendation and each nominee’s credentials and experience outlined below, the Board has determined that each nominee will make a significant contribution to our Board, is willing to devote the necessary time, energy, and attention to assure diligent performance of their responsibilities, and should serve as a director of the Company. Based on the processes described above and the Board’s ongoing commitment to refreshment and recruiting leadership with additive experiences, the NCG Committee appointed Pamela Fletcher to the Board in February 2024. Ms. Fletcher brings a depth of expertise in the industrials and sustainability space. She has led key initiatives while serving as the Senior Vice President and Chief of Sustainability of Delta Airlines. She applied innovative approaches to achieve sustainability gains in both the aviation and ground support fleet. Prior to joining Delta, Ms. Fletcher had an impressive career at General Motors where she held various leadership positions during her 17-year tenure. Additionally, in late 2023 we added Alister Cowan to our Board. Mr. Cowan has over 30 years of experience serving as a Chief Financial Officer in companies throughout Europe, New Zealand, and Canada. Our Board benefits from his perspectives and financial acumen developed during his distinguished career, along with his experience in corporate governance and boardroom leadership. The following skills matrix and biographical information about each of the nominees includes information regarding the nominee’s service as a director, business experience, current or recent director positions, and the experiences, qualifications, attributes or skills that factored into the Board’s determination for nomination. The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board.

  23. DIRECTOR SKILLS MATRIX

    DIRECTOR SKILLS MATRIX We maintain a skills matrix where directors indicate whether they have expertise and professional background in areas we believe are essential to serve on the Chemours Board of Directors. The table below lists these areas of expertise, as well as gender, race and ethnicity for our director nominees.

  24. DIRECTOR SKILLS MATRIX

    | | 2024 Proxy Statement | 9 |

  25. DIRECTOR SKILLS MATRIX

    | | CURTIS V. ANASTASIO | ALISTER COWAN | MARY B. CRANSTON | DENISE DIGNAM | DAWN L. FARRELL | PAMELA F. FLETCHER | ERIN N. KANE | SEAN D. KEOHANE | GUILLAUME PEPY | | Leadership (Strategy and Execution) | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Chemical Industry Experience | ■ | ■ | ■ | ■ | | | ■ | ■ | | | Financial Expertise | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | ■ | | Global Business Strategy and Management | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Global Business Operations | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Corporate Governance | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Other Board Experience | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Technological Innovation | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Compensation & Succession | ■ | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Risk Management | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Environmental, Health, Safety and Sustainability | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Additional Experience | | | | | | | | | | | Marketing | ■ | | | ■ | ■ | | ■ | ■ | | | Business Development | ■ | ■ | | ■ | ■ | ■ | ■ | ■ | ■ | | Mergers & Acquisitions | ■ | ■ | ■ | | ■ | ■ | | | ■ | | Investor Relations | ■ | ■ | ■ | | ■ | ■ | ■ | ■ | | | Information Technology | ■ | ■ | ■ | | | | | | | | Logistics & Supply Chain | ■ | ■ | | ■ | | | ■ | ■ | ■ | | Legal Expertise | ■ | | ■ | | | | | | | | Regulatory Experience | ■ | ■ | ■ | | ■ | ■ | | | ■ | | Cybersecurity | ■ | ■ | ■ | | | | | | | | Gender | | | | | | | | | | | Female | | | ■ | ■ | ■ | ■ | ■ | | | | Male | ■ | ■ | | | | | | ■ | ■ | | Race/Ethnicity | | | | | | | | | | | African American or Black | | | | | | | | | | | Alaskan Native or American Indian | | | | | | | | | | | Asian | | | | | | | | | | | Hispanic or Latinx | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | White or Caucasian | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ |

  26. DIRECTOR SKILLS MATRIX

    | | 2024 Proxy Statement | 10 |

  27. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  28. DIRECTOR NOMINEES

    | CURTIS V. ANASTASIO | | | Director Since: 2015 Committee Memberships: Audit (Chair), Nominating & Corporate Governance Term of Office Expires: 2024 Age: 67 | BUSINESS EXPERIENCE: ■ President, Chief Executive Officer and Executive Director of NuStar GP Holdings, LLC (2006 to 2013) ■ President, Chief Executive Officer and Executive Director of NuStar Energy, L.P. (2001 to 2013) OTHER BOARDS AND POSITIONS ■ Par Pacific Holdings, Inc. (2014 to present) ■ Core Laboratories (2023 to present) ■ Chairman, GasLog Partners LP (2014 to 2023) Reason for Nomination: Mr. Anastasio has leadership experience as both an executive officer and board member. As a former chief executive officer, he is able to provide the Board with valuable insight on global business management and financial matters which is further enhanced by his role as Audit Committee Chairman of Par Pacific Holdings, Inc. and as a former director and member of the Audit Committee of the Federal Reserve Bank of Dallas. Mr. Anastasio also provides valuable knowledge in the areas of energy, legal matters, logistics, marketing and mergers and acquisitions. |

  29. DIRECTOR NOMINEES

    | ALISTER COWAN | | | Director Since: 2023 Committee Memberships: Audit, Environmental, Health, and Safety & Operational Performance Term of Office Expires: 2024 Age: 59 | BUSINESS EXPERIENCE: ■ Senior Advisor (2023), Chief Financial Officer (2014 to 2023) of Suncor Energy Inc. ■ Chief Financial Officer of Husky Energy, Inc. (2008 to 2014) ■ Executive Vice President, Finance and Chief Financial Officer of British Columbia Hydro and Power Authority (2004 to 2008) ■ Vice President, Finance of Direct Energy Services, Inc. (2003 to 2004) ■ Vice President and Comptroller (2000 to 2003) TransAlta Corporation, Chief Financial Officer, TransAlta New Zealand Ltd. (1998 to 2000), Group Treasurer (1997 to 1998), and Director, Finance (1996 to 1997) of TransAlta Corporation OTHER BOARDS AND POSITIONS ■ Non-Executive Director of Great Canadian Oil Sands Ltd (2016) Reason for Nomination: Mr. Cowan has over 30 years of financial expertise in various companies across the globe. As a former Chief Financial Officer, he brings to the Board valuable insights and experience in financial operations, corporate development, information technology strategy and capital allocation. He also has significant experience in corporate strategy and previously led the Investment Committee at Husky Energy Inc. |

  30. DIRECTOR NOMINEES

    | | 2024 Proxy Statement | 11 |

  31. DIRECTOR NOMINEES

    | MARY B. CRANSTON | | | Director Since: 2015 Committee Memberships: Compensation and Leadership Development, Nominating & Corporate Governance (Chair) Term of Office Expires: 2024 Age: 76 | BUSINESS EXPERIENCE: ■ Senior Partner and Chair Emeritus, Pillsbury Winthrop Shaw Pittman (2007 to 2011); Chair and Chief Executive Officer (1999 to 2006) OTHER BOARDS AND POSITIONS ■ TPG, Inc. (2022 to present) ■ Visa, Inc. (2007 to 2022) ■ McAfee, Inc. (2018 to 2022) ■ MyoKardia, Inc. (2016 to 2020) Reason for Nomination: Ms. Cranston has over 30 years of experience in mergers and acquisitions as a legal advisor and oversaw two large mergers while she was the Chief Executive Officer of Pillsbury. Ms. Cranston has experience in finance, risk management, legal, corporate governance, trade, antitrust, telecommunications, SEC enforcement and environmental law. Through her board positions, she has dealt with cybersecurity issues, stockholder activism and shareholder engagement. |

  32. DIRECTOR NOMINEES

    | DENISE DIGNAM | | | Director Since: 2024 Committee Memberships: President & CEO Term of Office Expires: 2024 Age: 58 | BUSINESS EXPERIENCE: ■ President and Chief Executive Officer, The Chemours Company (2024 to present); President, Titanium Technologies (2023 to 2024); President, Advanced Performance Materials (2021 to 2023); Vice President of Global Operations, Fluoroproducts (2019 to 2023); Global Senior Business Director, Fluoropolymers (2016 to 2019); North American Business Director, Fluoropolymers (2015 to 2016) ■ Director of Global Supply Chain, Fluoroproducts, DuPont (2013 to 2014); Global Business Manager, Sulfur Products (2009 to 2013); Global Sales Manager, Clean Technologies (2007 to 2009) OTHER BOARDS AND POSITIONS ■ National Mining Association (2023 to present) ■ Kulicke & Soffa Industries (2023 to present) ■ United States Chamber of Commerce (2022 to 2023) Reason for Nomination: Ms. Dignam has been with Chemours since its launch as a publicly-traded company, proving herself as an instrumental leader of the organization. She possesses more than 35 years of experience in the chemicals industry where she has held senior roles in business and operations, sales and marketing, commercialization, and supply chain. Most recently, she led the Titanium Technologies segment, delivering significant operational savings, refocusing the portfolio, and developing process improvement for better resource utilization. |

  33. DIRECTOR NOMINEES

    | | 2024 Proxy Statement | 12 |

  34. DIRECTOR NOMINEES

    | DAWN F. FARRELL | | | Director Since: 2015 Committee Memberships: Chair of the Board Term of Office Expires: 2024 Age: 64 | BUSINESS EXPERIENCE: ■ President and Chief Executive Officer, Trans Mountain Corporation (2022 to present) ■ President and Chief Executive Officer, TransAlta Corporation (2012 to 2021) ■ Chief Operating Officer, TransAlta Corporation (2009 to 2011); Executive Vice President, Commercial Operations and Development (2007 to 2009) ■ Executive Vice President of Generation, BC Hydro (2003 to 2006) OTHER BOARDS AND POSITIONS ■ Portland General Electric (“PGE”) (2022 to present) ■ Mount Royal University, Chancellor (2020 to present) ■ Canada Natural Resources, Ltd. (2021 to 2022) Reason for Nomination: Mrs. Farrell is a former chief executive officer and a board member for several publicly traded companies. She provides leadership insight to the Board in global business management and operations, shareholder relations, risk management and financial matters. Mrs. Farrell also has experience in business strategy, generation operations, large acquisitions, major regulatory and financing negotiations, and environmental, health and safety programs. |

  35. DIRECTOR NOMINEES

    | PAMELA F. FLETCHER | | | Director Since: 2024 Committee Memberships: Compensation and Leadership Development, Nominating and Corporate Governance Term of Office Expires: 2024 Age: 57 | BUSINESS EXPERIENCE: ■ Senior Vice President and Chief Sustainability Officer, Delta Airlines (2022 to 2023) ■ Vice President Global Innovation (2018 to 2022) General Motors Company; Vice President Electric Vehicles (2017 to 2018); Executive Chief Engineer Autonomous and Electric Vehicles and New Technology (2012 to 2016), Chief Engineer Chevrolet Volt Propulsion System (2008 to 2011) OTHER BOARDS AND POSITIONS ■ Lumentum Holdings (2023 to present) ■ Coherent, Inc. (2017 to 2022) ■ Hughes Research Lab (2018 to 2020) Reason for Nomination: Ms. Fletcher brings a wealth of experience in the industrials space. In her role as Senior Vice President and Chief Sustainability Officer of Delta Airlines, she accelerated the company’s decarbonization efforts through a holistic approach that applied innovative sustainability gains in both the aviation fleet and ground support fleet. Her impressive 17-year career at General Motors which covered multiple leadership roles provides her with unique industry knowledge global business operations, engineering, technology and sustainability. Notably, Ms. Fletcher spearheaded the development and commercialization of electric vehicles and related technologies in her roles as Vice President Electric Vehicles and Executive Chief Engineer Electric and Autonomous Vehicles and New Technology. |

  36. DIRECTOR NOMINEES

    | | 2024 Proxy Statement | 13 |

  37. DIRECTOR NOMINEES

    | ERIN N. KANE | | | Director Since: 2019 Committee Memberships: Audit, Compensation and Leadership Development, Environmental, Health, and Safety & Operational Performance Term of Office Expires: 2024 Age: 47 | BUSINESS EXPERIENCE: ■ President and Chief Executive Officer, AdvanSix Inc.(2016 to present) ■ Vice President and General Manager, Resins and Chemicals, Honeywell (2014 to 2016); Business Director, Chemical Intermediates, (2011 to 2014); Global Marketing Manager, Resins and Chemicals (2008 to 2011); Global Marketing Manager, Authentication Technologies (2006 to 2008); Product Marketing Manager, Specialty Additives (2004 to 2006); Six Sigma Blackbelt, Specialty Materials (2002 to 2004) ■ Six Sigma and Process Engineering, Elementis Specialties and Kvaerner Process (prior to 2002) OTHER BOARDS AND POSITIONS ■ American Chemistry Council (2017 to present) ■ American Institute of Chemical Engineers (2019 to 2021) Reason for Nomination: Ms. Kane brings an extensive background in the chemical industry and global manufacturing to the Board. In her role as Chief Executive Officer, she led the spin-off of AdvanSix into an independent, NYSE-listed public company in 2016 and its continued growth as a chemistry company. Her background provides her with unique industry knowledge in business operations and strategy, engineering technology, health safety and environmental matters, operational excellence as well as executive management and corporate governance. |

  38. DIRECTOR NOMINEES

    | SEAN D. KEOHANE | | | Director Since: 2018 Committee Memberships: Compensation and Leadership Development (Chair), Nominating and Corporate Governance Term of Office Expires: 2024 Age: 56 | BUSINESS EXPERIENCE: ■ President and Chief Executive Officer, Cabot Corporation (2016 to present) ■ Executive Vice President, Reinforcement Materials, Cabot Corporation (2014 to 2016); Senior Vice President, Performance Chemicals (2012 to 2014); Vice President and General Manager, Performance Chemicals (2008 to 2012); Vice President (2005 to 2008); joined Cabot Corporation (2002) ■ General Management positions, Pratt & Whitney, a division of United Technologies (prior to 2002) OTHER BOARDS AND POSITIONS ■ American Chemistry Council (2016 to present) Reason for Nomination: Mr. Keohane has a deep understanding of the international chemicals industry. As Chief Executive Officer of Cabot Corporation, Mr. Keohane brings an expertise in commercial and operational excellence, a commitment to safety, health and environmental leadership, and a strong track record of business development in international markets, particularly China. Mr. Keohane’s profound knowledge and expertise in commercializing technology, risk management and broad financial matters including investor relations are a key benefit to our Board of Directors. |

  39. DIRECTOR NOMINEES

    | | 2024 Proxy Statement | 14 |

  40. DIRECTOR NOMINEES

    | GUILLAUME PEPY | | | Director Since: 2022 Committee Memberships: Audit, Environmental, Health, and Safety & Operational Performance Term of Office Expires: 2024 Age: 65 | BUSINESS EXPERIENCE: ■ Chairman and Chief Executive Officer, Societe Nationale SNCF SA (2008 to 2019), Chief Operating Officer (2003 to 2008), Deputy Chief Executive Officer (1998 to 2003), Head of Mainland Services (TGV) (1997 to 1998) ■ Deputy Chief Executive Officer, B2B Markets, Taylor Nelson Sofres SA (1996 to 1997) ■ Chief Strategy Officer and Investment Director, SNCF (1993 to 1995) ■ Chief of Staff to Minister of Labour, French Government (1991 to 1993), Chief of Staff to Minister of Labour (1990 to 1991) ■ Chief of Staff, SNCF (1989 to 1990) ■ Advisor to Minister of Budget, French Government (1988 to 1989) ■ Deputy General Secretary, Council of State (1984 to 1988) OTHER BOARDS AND POSITIONS ■ Chairman to Orpea Group (2022 to present) ■ Salesforce, Inc., EMEA Advisory Board (2020 to present) ■ LYDEC (Suez Morocco), Chairman (2021 to 2022) Reason for Nomination: Mr. Pepy brings a wealth of public and government sector experience to the Board in addition to expert perspective and insights into the regulatory and environmental landscapes in Europe. With his history of leading successful business transformations, Mr. Pepy’s executive and board skills will continue to support and guide our management team in their day-to-day executive decision-making. While serving as Chief Executive Officer, Mr. Pepy had experience supervising principal financial officers and accounting personnel. He also served as Chair or Member of several Audit and Risk Committees. |

  41. DIRECTOR NOMINEES

    | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NINE DIRECTOR NOMINEES |

  42. DIRECTOR NOMINEES

    | | 2024 Proxy Statement | 15 |

  43. DIRECTOR NOMINEES

    Corporate Governance

  44. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table shows information concerning the compensation earned in fiscal year 2023 to non-employee directors:

  45. 2023 DIRECTOR COMPENSATION TABLE

    | DIRECTOR | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Curtis V. Anastasio | 122,500 | 159,982 | | 282,482 | | Bradley J. Bell(4) | | | | — | | Alister Cowan(5) | 25,000 | 79,996 | | 104,996 | | Mary B. Cranston | 117,500 | 159,982 | | 277,482 | | Curtis J. Crawford(6) | 100,000 | 159,982 | | 259,482 | | Dawn L. Farrell | 250,000 | 159,982 | | 409,982 | | Erin N. Kane | 100,000 | 159,982 | | 259,982 | | Sean D. Keohane | 117,500 | 159,982 | | 277,482 | | Guillaume Pepy | 100,000 | 159,982 | 8,435(3) | 268,417 | | Sandra P. Rogers | 100,000 | 159,982 | | 259,982 |

  46. 2023 DIRECTOR COMPENSATION TABLE

    (1) Column reflects all cash compensation earned during fiscal year 2023, whether or not payment was deferred pursuant to the Directors Deferred Compensation Plan. (2) This column represents the dollar amount recognized for financial statement reporting purposes in accordance with FASB ASC 718 as the grant date fair value of DSUs or shares of common stock awarded to the directors in fiscal year 2023. This value is determined by multiplying the number of shares or common stock or DSUs awarded by the closing share price on their respective grant dates — $27.31 on April 26, 2023 and $30.44 on December 15, 2023. (3) This amount represents the payment of legal fees incurred by Mr. Pepy for tax counseling relating to the foreign tax treatment of his director compensation. This amount was paid in euros and the U.S.-dollar equivalent is shown based on an exchange rate of $1.0797. (4) Bradley Bell resigned from the Board effective January 2, 2023. (5) Alister Cowan was appointed to the Board on November 22, 2023. (6) Curtis Crawford retired from the Board on November 22, 2023. The aggregate number of DSUs held by each non-employee director at fiscal year-end is as follows:

  47. 2023 DIRECTOR COMPENSATION TABLE

    | NAME | AGGREGATE AWARDS (DSUs) OUTSTANDING AS OF DECEMBER 31, 2023 | | Curtis V. Anastasio | 67,079 | | Bradley J. Bell | — | | Alister Cowan | 2,628 | | Mary B. Cranston | 70,434 | | Curtis J. Crawford | — | | Dawn L. Farrell | 65,743 | | Erin N. Kane | 39,564 | | Sean D. Keohane | 32,827 | | Guillaume Pepy | 12,160 | | Sandra P. Rogers | 16,065 |

  48. 2023 DIRECTOR COMPENSATION TABLE

    | | 2024 Proxy Statement | 28 |

  49. 2023 DIRECTOR COMPENSATION TABLE

    Security Ownership of Certain Beneficial Owners and Management

  50. Introduction

    Introduction This Compensation Discussion and Analysis (“CD&A”) provides a description of the executive compensation received by our Named Executive Officers (“NEOs”) for fiscal year 2023. Overview of Board Actions The primary focus of this CD&A is to detail the executive compensation program and decisions made by our Compensation and Leadership Development Committee for fiscal year 2023. However, as described in the summary section of this proxy statement, in the first quarter of 2024 the Board conducted an internal review overseen by the Audit Committee with the assistance of independent outside counsel. On February 28, 2024, the Board placed two NEOs, in addition to one other member of senior management, on administrative leave and appointed an interim CEO — Denise Dignam — and an interim CFO — Matthew Abbott. Ms. Dignam was subsequently appointed President and Chief Executive Officer on March 22, 2024. As the Company has communicated publicly, the scope of the Audit Committee’s internal review, which was conducted with the assistance of independent outside counsel, included the processes for reviewing reports made to the Chemours Ethics Hotline, the Company’s practices for managing working capital, including the related impact on metrics within the Company’s incentive plans, certain non-GAAP metrics included in filings made with the SEC or otherwise publicly released, and related disclosures. Specifically, payable and receivable timing actions engaged in by members of senior management who were placed on administrative leave impacted free cash flow targets at the end of relevant periods. Free cash flow metrics are included in executives’ incentive plans — particularly in the AIP and historically as one metric in PSUs granted in 2021 and 2022. However, in the first quarter of 2023, the CLDC revised the performance metrics applicable to PSUs granted under the LTIP. For the 2023-2025 PSUs granted in March of 2023, the CLDC increased the emphasis on stock price performance through a relative total stockholder return metric and removed free cash flow conversion as a metric for the PSUs. The CLDC, with the assistance of its independent compensation consultant, is engaged in a comprehensive evaluation of metrics for fiscal year 2024 with respect to both cash and equity incentive compensation programs. While this evaluation is not yet completed, cash flow remains an important measure of Company performance, and the CLDC expects updated cash flow metrics to include average monthly outcomes over the performance period rather than being measured at a fiscal year end. Additional detail on actions taken to date by the Board and its committees, along with further plans and a commitment to continued transparency on these topics, can be found in the proxy summary. As mentioned, the actions engaged in by the senior management team members placed on administrative leave impacted metrics within the Company’s incentive plans. As a result of this, the CLDC worked closely with the Audit Committee throughout its internal review, primarily to understand how any actions engaged in by the members of senior management placed on administrative leave impacted performance against free cash flow metrics. For the performance periods ended December 31, 2023, the Board and CLDC determined the calculation of free cash flow metrics used for incentive compensation determinations by taking into account the net impact of the working capital actions discussed in this proxy statement, which reduced the payouts for incentive compensation tied to those metrics for all NEOs. Further, the Board and CLDC exercised full negative discretion for the former Chief Executive Officer and former Chief Financial Officer resulting in no annual or long-term incentive compensation payouts for those officers for the performance periods ended December 31, 2023. Specifically: — Negative Discretion for AIP: The CLDC and the Board applied full negative discretion to reduce the 2023 AIP awards for the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock to $0. Negative Discretion for PSUs: The CLDC and the Board applied full negative discretion to determine that the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock would receive no payouts for the 2021-2023 PSU awards.

  51. EXECUTIVE COMPENSATION PHILOSOPHY

    | ELEMENT | PURPOSE AND KEY FEATURES | | Base Salary | ■ Salary paid in cash ■ Provides a stable source of income and is a standard element in executive compensation packages ■ Compensates for expected day-to-day contribution ■ Supports equitable pay practices | | Annual Incentive Plan (AIP) | ■ Cash incentive earned and awarded annually ■ Creates a variable incentive opportunity as a portion of the executive compensation package ■ Reinforces and rewards executives for delivering key business goals that are aligned with driving shareholder value ■ Pays only when minimum performance criteria are met, and increases payout levels with higher performance results ■ Primarily focuses on quantitative metrics but includes qualitative metrics when appropriate ■ Includes a mix of corporate and business segment metrics | | Long-Term Incentive Plan (LTIP) | ■ Long-term equity-based incentives earned and awarded periodically in various forms of equity: PSUs, PSOs, NQSOs, and/or RSUs ■ Creates a compensation opportunity aligned with the interests of our shareholders ■ Provides incentive to achieve sustained performance and growth over a long time period ■ Rewards executives for delivering total shareholder return |

  52. EXECUTIVE COMPENSATION GOVERNANCE AND BEST PRACTICES

    | WHAT CHEMOURS DOES | WHAT CHEMOURS DOESN’T DO | | ☑ Pay-for-performance | ☒ Provide income tax gross-ups, other than for international assignment and / or relocation | | ☑ Deliver total direct compensation predominantly through performance-based pay | ☒ Re-price underwater stock options | | ☑ Set challenging short- and long-term incentive award goals | ☒ Allow hedging, pledging, short sales, derivative transactions, margin accounts or short-term trading | | ☑ Target pay and benefits to market competitive levels | ☒ Have a liberal share recycling provision in our equity plan | | ☑ Maintain robust stock ownership requirements | ☒ Provide single trigger change in control | | ☑ Maintain a clawback policies for incentive-based compensation | ☒ Offer excessive perquisites | | ☑ The Board and CLDC have the right to exercise negative discretion | | | ☑ Annually review the constituents of Compensation peer group and adjust as appropriate | | | ☑ Undertake an annual review of compensation risk | | | ☑ Regularly review compensation, especially performance-based compensation to ensure continued alignment with Chemours’ strategy | |

  53. ALIGNING THE INTERESTS OF EXECUTIVES AND SHAREHOLDERS

    ALIGNING THE INTERESTS OF EXECUTIVES AND SHAREHOLDERS We believe the structure of our compensation program motivates executives in a manner that aligns their interest with those of our shareholders. The vast majority of target pay is at risk for our executives. For the portion of compensation that is at risk, we believe the strategic and financial goals that we select in our compensation program are important factors for the success of our business and thus our ability to drive long-term shareholder value. We also include relative TSR in our long-term incentive plan to reward outperformance relative to peers over a sustained time period. The total direct compensation (TDC) for executives places greater weight on at-risk incentive pay and, therefore, fluctuates with business results and stock price. Annually, the CLDC reviews performance against the plan’s targets to determine the compensation awarded to executives. The following chart illustrates the percentage of target pay at-risk for the CEO and other NEOs on average in the 2023 compensation plan.

  54. ALIGNING THE INTERESTS OF EXECUTIVES AND SHAREHOLDERS

    Our incentive plan design reinforces these beliefs. The 2023 AIP was tied to our performance against financial and sustainability (previously ESG) metrics. The plan design focused NEOs on execution, delivering for our customers, operating with efficiency and sustainably. The primary metrics in the plan were Adjusted EBITDA and Free Cash Flow — two factors that are closely linked to the long-term growth of Chemours and thus the value of our shareholders’ investment. Additionally, the plans reinforced our focus on growth maintaining revenue in both the TSS and APM AIPs and multinational corporations (MNC) market share in the TT AIP. As disclosed in our Annual Report, the CLDC is revising key metrics used in the determination of executive and employees’ incentive compensation starting in 2024. The 2023-2025 Long-Term Incentive Plan (LTIP) was enhanced by design changes to the equity awards granted in March of 2023. The 2023 LTIP awards included Performance Stock Options (PSOs), which were granted with an exercise price that was 10% higher than the Company’s stock price on the date of the grant, and as such, the Company’s stock price must increase more than 10% before the PSOs have any realizable value. In addition, the three year performance metrics for the 2023-2025 PSUs were also redesigned by enhancing the weighting of the Adjusted Net Income metric to 60% (from 50%) and using a relative TSR metric for the remaining 40% (versus free cash flow conversion as the 40% with a relative TSR modifier in the plan). The CLDC enhanced the LTIP design to balance the need to drive long-term performance and retain key executives. Including relative TSR in this manner also more directly allows the CLDC to reward performance relative to our peers, which supplements absolute TSR as a holistic reflection of management’s long-term performance. The 2023 LTIP awards remained heavily performance-weighted (75%) including PSUs, PSOs, and NQSOs delivering value to our executives only if we deliver long-term shareholder value.

  55. 2023 Annual Incentive Plan (AIP) Design

    2023 Annual Incentive Plan (AIP) Design The CLDC maintained its focus on aligning the AIP with shareholders’ interests. The AIP focused the organization on Adjusted EBITDA and Free Cash Flow. Management and the CLDC believe these measures reinforced the importance of earnings and cash generation to the achievement of Chemours’ objectives, as well as their importance to shareholders. Additionally, consistent with the Company’s Corporate Responsibility Commitment goals (CRC), the CLDC continued to include sustainability metrics in the plan and evaluated the best metrics to drive progress against the Company’s CRC goals. In 2023, gender diversity and a success measure for a critical greenhouse gas (GHG) emissions reporting system implementation continued to be focus areas. Additionally, the CLDC added a metric related to energy efficiency. The maximum bonus opportunity for the NEOs remained 200%.

  56. 2023 AIP Results

    2023 AIP Results As documented in the “2023 Business Highlights”, 2023 was a challenging year for Chemours as we experienced ongoing lower demand and higher input costs in the year for multiple of our businesses. Of our three business segments, our Titanium Technologies (TT) segment faced the most challenging market environment, with an extended market downcycle and higher input costs, which led to revenues declining by 21% to $2.7 billion and a corresponding 52% reduction in Adjusted EBITDA to $290 million. Our Thermal & Specialized Solutions (TSS) business segment continued to execute well against its secular growth opportunity of low Global Warming Potential (GWP) product adoption around the world. This success is attributed in part to the regulatory frameworks promoting the use of low GWP refrigerants, foaming agents and propellants in our primary North American and European markets. Our APM business segment experienced a 20% Net Sales decline on the one hand in the Advanced Materials portfolio, which is more exposed to economically sensitive end markets, while seeing 11% Net Sales growth in our Performance Solutions portfolio, driven by increased growth in high-value end markets like clean energy and advanced electronics. Overall, the challenges our teams faced during the year in our TT and APM segments impacted our ability to achieve some AIP metrics at target. Further, the CLDC adjusted the calculation of Free Cash Flow (as defined below) for purposes of the AIP determination to take into account the working capital timing actions. The business segment results reflect the impact of the respective working capital timing actions for each particular segment. This calculation reduced the payout for incentive compensation tied to Free Cash Flow to $0 for all NEOs. As a result, the Corporate AIP achievement was 23.1%. The AIP outcome for each of the business segments reflected their business results achieving TT 46.8%, TSS 104.6%, and APM 23.1% of overall targeted AIP metrics. The business segment results reflect the impact of the respective working capital timing actions as applicable to each particular segment.

  57. 2023 AIP Results

    | | 2024 Proxy Statement | 38 |

  58. 2023 AIP Results

    After measuring outcomes of the AIP as described above, the CLDC and the Board applied full negative discretion to reduce the 2023 AIP outcome to 0% for each of Mr. Newman and Mr. Lock.

  59. 2023 AIP Results

    | 2023 Performance Against AIP Targets with Pay Scale Applied | | |

  60. 2023-2025 Long-Term Incentive Plan (LTIP) Design

    2023-2025 Long-Term Incentive Plan (LTIP) Design The 2023-2025 Long-Term Incentive Plan (LTIP) was enhanced by design changes to the equity awards granted in March of 2023. The 2023 LTIP awards included Performance Stock Options (PSOs), which were granted with an exercise price that was 10% higher than the Company’s stock price on the date of the grant, and as such, the Company’s stock price must increase more than 10% before the PSOs have any realizable value. In addition, the three-year performance metrics for the 2023-2025 PSUs were also redesigned by enhancing the weighting of the Adjusted Net Income metric to 60% (from 50%) and using a relative TSR metric for the remaining 40% (versus free cash flow conversion as the 40% with a relative TSR modifier in the plan). With the inclusion of PSOs, the plan had four equally weighted components, which are PSUs, PSOs, NQSOs, and RSUs. PSUs, PSOs, and NQSOs link the NEOs’ reward to achievement of key financial and business objectives and appreciation in share price (75% performance based). RSUs encourage retention and mitigate some risk as an inherently less volatile equity vehicle, with some value based on continued employment, while maintaining alignment with shareholders since each RSU has the same value as a share of our common stock. The PSOs, NQSOs, and RSUs vest annually in three equal installments from the date of grant. The CLDC believes this balance helps reward and retain the Company’s critical executive talent. The PSUs are earned based on performance over a three-year performance period. The performance metrics used in the 2023-2025 PSU awards are Adjusted Net Income (60%) and rTSR (40%). Using rTSR as a plan metric is a change from prior years when rTSR was a modifier on stock performance relative to the compensation peer group. The CLDC felt adjusting rTSR to a metric (which replaced the Free Cash Flow Conversion metric) would maintain focus on this critical performance metric while reducing its potential influence on PSU outcome. Additionally, the CLDC approved the use of “bridge grants,” which are equity grants made to NEOs when an off cycle (outside of annual planning in Q1) increase to an NEO’s LTIP target is approved — often as a result of an individual being promoted or taking on significant new responsibilities. The intent of the equity grant is to “bridge” the incremental difference between the executive’s previous and new LTIP targets. Bridge grants were made to Mr. Lock and Ms. Dignam associated with their promotions. Additionally, Ms. Wellman received a bridge grant related to her increased responsibility for the Corporate Sustainability function which resulted in an increase to her LTIP target. The bridge grants are prorated based on the month of the change to the NEO’s LTIP target and were made in the form of RSUs with a three-year graded vesting.

  61. 2023-2025 Long-Term Incentive Plan (LTIP) Design

    | | 2024 Proxy Statement | 39 |

  62. 2021-2023 PSU Award Results

    2021-2023 PSU Award Results The achievement for the 2021-2023 PSU award was based on pre-established three-year cumulative targets for Adjusted Net Income and Free Cash Flow Conversion. Those metrics were equally weighted in the plan. Adjusted Net Income results were above target, with an achievement of 149% of target. The CLDC adjusted the calculation of Free Cash Flow to take into account the working capital timing actions. Accordingly, the CLDC determined that Free Cash Flow Conversion achievement was below threshold performance and as such, for this component of the LTIP, there was a 0% outcome with respect to this metric. Based on the equal weighting of those metrics, the blended outcome was 74% of the target PSU award. The 2021-2023 PSU awards also contained a relative TSR (rTSR) modifier, under which the final level of achievement could be increased or decreased based on Chemours rTSR compared to the peer group. Over the 2021-2023 three-year period, execution on our long-term strategy resulted in Chemours achieving rTSR at the 67th percentile of the peer group, which placed Chemours in the top third of peer group companies. As a result, pursuant to the terms of the PSU awards the 2021-2023 PSU awards vested at the achievement level of 93% of target. The CLDC and the Board applied full negative discretion to determine that Mr. Newman and Mr. Lock would receive no payouts for the 2021-2023 PSU awards.

  63. 2021-2023 PSU Award Results

    | | 2024 Proxy Statement | 40 |

  64. 2021-2023 PSU Award Results

    Executive Compensation Decision Making

  65. Independent Compensation Consultant

    Independent Compensation Consultant The CLDC has retained Farient Advisors (Farient) as its independent compensation consultant to advise on executive compensation matters. Farient provides a variety of consulting services to the CLDC. These services include but are not limited to, advising on market pay practices and compensation best practices, providing competitive pay reviews, reviewing our executive compensation philosophy, reviewing the disclosure of the executive compensation programs in the proxy statement, sharing market trends, opining on incentive plan design and target setting, recommending compensation peer group(s) and providing legislative and regulatory updates. During fiscal year 2023, Farient did not perform any services for Chemours other than advising on executive compensation and non-employee director compensation under its engagement by the CLDC, and the CLDC determined that Farient was independent and that its engagement did not present any conflicts of interest.

  66. Independent Compensation Consultant

    | | 2024 Proxy Statement | 41 |

  67. Independent Compensation Consultant

    Executive Compensation Decision Making(continued)

  68. Compensation Peer Group Selection and Competitive Positioning

    Compensation Peer Group Selection and Competitive Positioning In making compensation decisions, the CLDC considers competitive market data from a compensation peer group of companies as one of several reference points. Compensation peer group data is supplemented with broader chemical and general industry data. The CLDC reviews the composition of the compensation peer group annually to ensure that it remains suitable and appropriate for benchmarking pay and performance. The compensation peer group is composed of publicly-traded U.S. based companies with similar scale, revenue (generally 0.25x to 4x), commodity, diversified and specialty chemicals industries, and business characteristics reflecting Chemours’ current state and strategic direction. Market pay data are adjusted using regression to reflect Chemours’ relative scale. Thus, data from organizations that are smaller or larger than Chemours are adjusted to better reflect market conditions given the Company’s size. Based on the above criteria, the CLDC chose not to make a change to the compensation peer group, with the exception of removing Venator as the company experienced bankruptcy during the year. Removing Venator from our peer group had little impact on the executives’ market pay positions. The group consists of the following companies:

  69. Compensation Peer Group Selection and Competitive Positioning

    | Albemarle Corporation | Element Solutions Inc. | | Avient Corporation | H.B. Fuller Company | | Axalta Coating Systems Ltd. | Huntsman Corporation | | Cabot Corporation | Olin Corporation | | Celanese Corporation | Trinseo PLC | | Dupont de Nemours, Inc. | Tronox Holdings PLC | | Eastman Chemical Company | Westlake Corporation |

  70. Compensation Peer Group Selection and Competitive Positioning

    | | 2024 Proxy Statement | 42 |

  71. Compensation Peer Group Selection and Competitive Positioning

    2023 Executive Compensation Highlights

  72. Mark Newman — President and CEO — Target Total Direct Compensation

    | | 2022 | 2023 | | Base Salary | $1,000,000 | $1,000,000 | | Target AIP Opportunity | $1,300,000 (130% of salary) | $1,300,000 (130% of salary) | | Target LTI Opportunity (Grant Value) | $5,100,000 | $6,000,000 | | Target Total Direct Compensation | $7,400,000 | $8,300,000 |

  73. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP) Chemours’ AIP is designed to reward executives for achieving and exceeding annual performance goals. Under the AIP, each NEO has a target annual incentive opportunity, expressed as a percentage of base salary. Incentive targets are determined based on the CLDC’s review of compensation peer group practices, chemical industry data from proprietary third-party surveys, and the position and scope of responsibilities of each NEO. Incentive targets are reviewed annually in the first quarter of the year. Mr. Lock’s target bonus opportunity was increased in conjunction with his promotion to 75%. Additionally, after considering external market pay data, internal pay equity, and performance, the CLDC approved target bonus opportunity increases for Mses. Wellman and Kelliher to 70%. All other NEOs’ AIP targets remained unchanged for 2023. The following table summarizes 2023 AIP target percentages:

  74. Annual Incentive Plan (AIP)

    | NEO | BONUS TARGET AS OF DECEMBER 31, 2022 | BONUS TARGET AS OF DECEMBER 31, 2023 | | Jonathan Lock(1) | 50% | 75% | | Denise Dignam | 75% | 75% | | Kristine Wellman | 65% | 70% | | Alvenia Scarborough | 50% | 50% | | Susan Kelliher | 65% | 70% | | Sameer Ralhan(2) | 80% | 80% | | Edwin Sparks(2) | 75% | 75% |

  75. Annual Incentive Plan (AIP)

    (1) Mr. Lock was promoted to Chief Financial Officer effective June 6, 2023. His target bonus was increased at the time. (2) Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023. The target bonus displayed in the December 31, 2023 column is the target bonus as of the day they left the organization.

  76. Performance Measures

    Performance Measures The CLDC maintained its focus on aligning management’s incentive to the interests of the shareholders. The CLDC approved the plan design that focused the organization on Adjusted EBITDA and Free Cash Flow. Management and the CLDC believe these measures reinforced the importance of earnings and cash generation to the achievement of Chemours’ objectives, as well as their importance to shareholders. Additionally, consistent with the Company’s bold Corporate Responsibility Commitment (CRC) goals, the CLDC continued to include sustainability metrics in the plan and evaluated the best metrics to drive progress against the Company’s CRC goals. In 2023, gender diversity and a success measure for a critical greenhouse gas (GHG) emissions reporting system implementation continued to be focus areas. Additionally, the CLDC added a metric related to energy efficiency. The maximum bonus opportunity for the NEOs remained 200% in 2023. The following reflects the weightings for each metric:

  77. Performance Measures

    | CHEMOURS — AIP for Messrs. Newman, Lock, Ms. Wellman, Ms. Scarborough and Ms. Kelliher (formerly Mr. Ralhan) | WEIGHT | | Chemours Sustainability | 15.0% | | Chemours Free Cash Flow | 42.5% | | Chemours Adjusted EBITDA | 42.5% |

  78. Performance Measures

    | TITANIUM TECHNOLOGIES — AIP for Ms. Dignam (Q2-Q4) (formerly Mr. Sparks) | WEIGHT | | Chemours Sustainability | 15.0% | | Chemours Free Cash Flow | 20.0% | | Business Segment Free Cash Flow | 20.0% | | Business Segment EBITDA | 20.0% | | Business Segment Market Share | 25.0% |

  79. Performance Measures

    | THERMAL AND SPECIALIZED SOLUTIONS | WEIGHT | | Chemours Sustainability | 15.0% | | Chemours Free Cash Flow | 20.0% | | Business Segment Revenue | 25.0% | | Business Segment Free Cash Flow | 20.0% | | Business Segment Adjusted EBITDA | 20.0% |

  80. Performance Measures

    | ADVANCED PERFORMANCE MATERIALS — AIP for Ms. Dignam (Q1) | WEIGHT | | Chemours Sustainability | 15.0% | | Chemours Free Cash Flow | 20.0% | | Business Segment Revenue | 25.0% | | Business Segment Free Cash Flow | 20.0% | | Business Segment Adjusted EBITDA | 20.0% |

  81. Performance Measures

    | | 2024 Proxy Statement | 45 |

  82. Performance Measures

    DEFINITIONS OF METRICS: — Adjusted EBITDA was defined as income (loss) before income taxes excluding the following items: interest expense, depreciation and amortization; non-operating pension and other post-retirement employee benefit costs, which represents the components of net periodic pension costs and other post-retirement employee benefit costs, which represents the non-service cost component of net periodic pension (income) costs; exchange gains (losses) included in other income (expense), net; restructuring, asset-related, and other charges; gains (losses) on sale of businesses or assets; and, other items not considered indicative of ongoing operational performance and expected to occur infrequently during the Performance Period, including certain litigation related and environmental charges and Qualified Spend reimbursable by DuPont and/or Corteva as part of the Company’s cost-sharing agreement under terms of the MOU that were previously excluded from Adjusted EBITDA, which, for purposes of AIP, also excludes adjustments to income, expenses and losses not budgeted resulting from acquisitions, dispositions, regulatory actions and legal settlements. — Free Cash Flow for compensation purposes is defined as cash flows provided by (used for) operating activities, less purchases of property, plant and equipment as shown in the consolidated financial statements of cash flows. The definition of business Free Cash Flow changed slightly from the previous year. Business Segment Free Cash Flow is more focused on core business activities and includes changes in working capital, prepayments and deferred planned major maintenance costs minus capital expenditures. — Business Segment Free Cash Flow is defined as adjusted EBITDA plus changes in working capital, prepayments and deferred planned major maintenance costs minus capital expenditures. Working capital is defined as accounts receivable plus inventory minus accounts payable. Unknown impacts of changes to U.S. GAAP accounting and tax policy changes, or other items not considered indicative of ongoing operations during the performance period, including cash impact of unbudgeted items resulting from acquisitions, dispositions, regulatory actions, and legal settlements, will be excluded from this calculation. — Business Segment Revenue was defined as sales to external customers as defined by Accounting Standards Codification (ASC) 606, revenue from contracts with customers. — TT market share or TT MNC market share was determined based on our total pigment revenue market share as a percentage of market share of all multi-national competitors (Kronos, Tronox, Venator and Chemours). Sustainability metrics included improving gender diversity in our global workforce, completing steps to implement GHG reporting systems, and lowering the per unit cost of energy. All three elements of the sustainability metrics were equally weighted.

  83. Performance Measures

    | | 2024 Proxy Statement | 46 |

  84. Corporate AIP — Messrs. Newman, and Lock, Ms. Wellman, Ms. Scarborough, and Ms. Kelliher

    Corporate AIP — Messrs. Newman, and Lock, Ms. Wellman, Ms. Scarborough, and Ms. Kelliher

  85. Corporate AIP — Messrs. Newman, and Lock, Ms. Wellman, Ms. Scarborough, and Ms. Kelliher

    | MEASURE | THRESHOLD(1) | TARGET | MAXIMUM(2) | ACTUAL | WEIGHTED FUNDING RESULT | | Consolidated Adjusted EBITDA | $1,044 | $1,260 | $1,485 | $1,025 | 0.0% | | Consolidated Free Cash Flows | $244 | $375 | $544 | $128 | 0.0% | | Sustainability Metric — Y/Y Gender Diversity Increase | 0.54% | 0.71% | 0.89% | 0.82% | 23.1% | | Sustainability Metric — GHG Reporting Implementation (xOvertime) | 27 | 33 | 53 | 37 | | | Sustainability Metric — Energy Efficiency | 1.8% | 2.1% | 2.9% | 2.9% | | | | | | | | 23.1% |

  86. Titanium Technologies AIP — Ms. Dignam (Q2-Q4)

    Titanium Technologies AIP — Ms. Dignam (Q2-Q4)

  87. Titanium Technologies AIP — Ms. Dignam (Q2-Q4)

    | MEASURE | THRESHOLD(1) | TARGET | MAXIMUM(2) | ACTUAL | WEIGHTED FUNDING RESULT | | Consolidated Free Cash Flows | $244 | $375 | $544 | $128 | 0.0% | | Sustainability Metric — Y/Y Gender Diversity Increase | 0.54% | 0.71% | 0.89% | 0.82% | 23.1% | | Sustainability Metric — GHG Reporting Implementation (xOvertime) | 27 | 33 | 53 | 37 | | | Sustainability Metric — Energy Efficiency | 1.8% | 2.1% | 2.9% | 2.9 | | | TT MNC Market Share | 32.2% | 34.2% | 36.2% | 34.0% | 23.8% | | TT Adjusted EBITDA | $447 | $539 | $635 | $285 | 0.0% | | TT Free Cash Flows | $300 | $362 | $427 | $203 | 0.0% | | | | | | | 46.8% |

  88. Titanium Technologies AIP — Ms. Dignam (Q2-Q4)

    | | 2024 Proxy Statement | 47 |

  89. Thermal and Specialized Solutions AIP

    Thermal and Specialized Solutions AIP

  90. Thermal and Specialized Solutions AIP

    | MEASURE | THRESHOLD(1) | TARGET | MAXIMUM(2) | ACTUAL | WEIGHTED FUNDING RESULT | | Consolidated Free Cash Flows | $244 | $375 | $544 | $128 | 0.0% | | Sustainability Metric — Y/Y Gender Diversity Increase | 0.54% | 0.71% | 0.89% | 0.82% | 23.1% | | Sustainability Metric — GHG Reporting Implementation (xOvertime) | 27 | 33 | 53 | 37 | | | Sustainability Metric — Energy Efficiency | 1.8% | 2.1% | 2.9% | 2.9% | | | TSS Revenue | $1,669 | $1,840 | $2,019 | $1,819 | 25.0% | | TSS Adjusted EBITDA | $515 | $621 | $732 | $684 | 29.9% | | TSS Free Cash Flows | $419 | $506 | $596 | $545 | 26.7% | | | | | | | 104.6% |

  91. Advanced Performance Materials AIP — Ms. Dignam (Q1)

    Advanced Performance Materials AIP — Ms. Dignam (Q1)

  92. Advanced Performance Materials AIP — Ms. Dignam (Q1)

    | MEASURE | THRESHOLD(1) | TARGET | MAXIMUM(2) | ACTUAL | WEIGHTED FUNDING RESULT | | Consolidated Free Cash Flows | $244 | $375 | $544 | $128 | 0.0% | | Sustainability Metric — GHG Reporting Implementation (xOvertime) | 0.54% | 0.71% | 0.89% | 0.82% | 23.1% | | Sustainability Metric — XOT Implementation | 27 | 33 | 53 | 37 | | | Sustainability Metric — Energy Efficiency | 1.8% | 2.1% | 2.9% | 2.9% | | | APM Revenue | $1,505 | $1,660 | $1,821 | $1,443 | 0.0% | | APM Adjusted EBITDA | $296 | $357 | $421 | $270 | 0.0% | | APM Free Cash Flows | $144 | $174 | $205 | $74 | 0.0% | | | | | | | 23.1% |

  93. Advanced Performance Materials AIP — Ms. Dignam (Q1)

    (1) Represents the minimum level of performance required to earn any incentive for this component of the 2023 AIP. Performance below this level would not result in a payout for the performance measure. (2) Represents the highest level of performance at which maximum payout under the 2023 AIP is earned. Achievement of performance above this level would not result in a greater payout for the performance measure. The above outcome reflects certain one-time adjustments as summarized below. Each year, management builds the annual budget used for calculating incentive targets with some allowances for risks (e.g. macro-environment). The leadership team is responsible for managing these risks and the targets are not adjusted for them. Our regulatory filings reflect that we have disclosed probable risks but not inestimable risks. As in past years, the CLDC may consider adjustments due to extraordinary legal, regulatory and/or business activities that are in line with the long-term interest of the company and support shareholder value. Adjustments may be negative or positive, with the principle being that management’s compensation should not be impacted by unanticipated or extraordinary events not contemplated in the business plan used in setting incentive targets or that are not considered true operating results within management’s control for incentive purposes. It is our practice to raise potential adjustments for the approval of the CLDC as it relates to the outcome of the AIP and LTIP. Prior to seeking CLDC approval, management will seek and receive the approval of the Audit Committee Chair. Consistent with the above philosophy the following adjustments were applied to the AIP outcome.

  94. Advanced Performance Materials AIP — Ms. Dignam (Q1)

    | | 2024 Proxy Statement | 48 |

  95. Advanced Performance Materials AIP — Ms. Dignam (Q1)

    Earnings/FCF Impact of Legacy Legal Settlements/Fees — Positive adjustment of ~$8M in Consolidated Adjusted EBITDA metric and ~$66M in Consolidated FCF metric. ■ Earnings/FCF Impact of Glycolic Acid Business Sale — Positive adjustment of ~$6M in Other Segment/Consolidated Adjusted EBITDA metric and ~$5M in Other Segment/Consolidated FCF metric. ■ Timing of Severance Payments — Positive adjustment impact of ~($3M) in TT Segment Adjusted EBITDA and AIP relief of ~$8M in Consolidated FCF metric. ■ Operating Cash Flows Treatment of Term Loan Refinancing — AIP relief of ~$7M in Consolidated FCF metric. The following AIP awards for each NEO were approved:

  96. Advanced Performance Materials AIP — Ms. Dignam (Q1)

    | NEO | BONUS TARGET AS OF DECEMBER 31, 2023 | BASE SALARY AS OF DECEMBER 31, 2023 | ACTUAL ANNUAL INCENTIVE PAYOUT(3) | | Mark Newman(4) | 130% | $1,000,000 | $0 | | Jonathan Lock(1)(4) | 75% | $600,000 | $0 | | Denise Dignam(2) | 75% | $550,000 | $166,808 | | Kristine Wellman | 70% | $500,000 | $80,850 | | Alvenia Scarborough | 50% | $350,000 | $40,425 | | Susan Kelliher | 70% | $425,000 | $68,723 |

  97. Advanced Performance Materials AIP — Ms. Dignam (Q1)

    (1) Mr. Lock was promoted to Chief Financial Officer effective June 6, 2023. His actual bonus target has been prorated for time in role ($351,747). (2) Ms. Dignam was promoted to BU President for TT effective April 1, 2023. Her actual bonus target has been prorated for time in role ($403,253). Additionally, Ms. Dignam’s AIP results are based on her time as the BU President for APM (first quarter) and TT (second to fourth quarter). (3) Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023. They did not earn an AIP payout. (4) Had the CLDC and the Board not applied negative discretion, Mr. Newman and Mr. Lock would have received AIP awards of $300,300 and $81,253, respectively.

  98. Long-Term Incentive Plan (LTIP)

    Long-Term Incentive Plan (LTIP) Chemours provides long-term incentive compensation to tie the NEOs’ interests with the interests of shareholders and the creation of long-term, sustained value. The CLDC views these incentives as a critical element of the executive compensation program. Mr. Lock’s and Ms. Dignam’s LTIP targets were increased in conjunction with their promotions. Ms. Wellman’s target was increased to better align with market practice and reflect her increased responsibility for the Corporate Sustainability function. The following table reflects the LTIP target opportunities at the end of fiscal years 2022 and 2023 for the NEOs other than Mr. Newman, whose LTIP target opportunities are discussed above.

  99. Long-Term Incentive Plan (LTIP)

    | NEO | LONG TERM INCENTIVE TARGET AS OF DECEMBER 31, 2022 | LONG TERM INCENTIVE TARGET AS OF DECEMBER 31, 2023 | | Jonathan Lock(1) | $425,000 | $1,000,000 | | Denise Dignam(2) | $550,000 | $950,000 | | Kristine Wellman(3) | $600,000 | $850,000 | | Alvenia Scarborough | $325,000 | $325,000 | | Susan Kelliher | $700,000 | $700,000 | | Sameer Ralhan(4) | $1,625,000 | $1,725,000 | | Edwin Sparks(4) | $1,100,000 | $1,100,000 |

  100. Long-Term Incentive Plan (LTIP)

    | | 2024 Proxy Statement | 49 |

  101. Long-Term Incentive Plan (LTIP)

    Mr. Lock was promoted to Chief Financial Officer effective June 6, 2023. His target LTI was increased at the time. (2) Ms. Dignam was promoted to BU President for TT effective April 1, 2023. Her target LTI was increased at the time. (3) Ms. Wellman’s target LTI increased in the first quarter from $600,000 to $650,000. The target also increased when she assumed responsibility for Corporate Sustainability on August 1, 2023 to $850,000. (4) Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023. All unvested awards were forfeited. The CLDC strongly believes in focusing management on performance. It demonstrated this belief by once again approving an LTIP award mix that was heavily performance-based, consisting of PSUs, PSOs, NQSOs and via time-based RSUs.

  102. Performance Share Units (25% of LTI Target Award)

    Performance Share Units (25% of LTI Target Award) Twenty five percent of the NEO’s LTIP award was delivered through PSUs. The PSUs are earned based on performance over a three-year performance period. The performance metrics used in the 2023-2025 PSU award were Adjusted Net Income (60%) and rTSR (40%), both measured cumulatively over a three-year period ending December 31, 2025. Using rTSR as a weighted metric is a change from prior years when rTSR was a modifier based on stock performance relative to the compensation peer group. The CLDC felt adjusting rTSR to a metric weighted at 40% would maintain focus on this critical performance metric while limiting its influence on the amount of PSUs that may be earned. This change reduced the maximum opportunity from 250% to 200%.

  103. Performance Stock Options (25% of LTIP Target Award)

    Performance Stock Options (25% of LTIP Target Award) The use of PSOs provides direct alignment with shareholder interests as they have value only if the price of Chemours’ stock at the time of exercise exceeds the stock price on the date of grant plus a 10% premium, while also encouraging retention through their service-based vesting conditions. As a result, these premium priced stock options encourage executives to focus on behaviors and initiatives that support significant stock price appreciation over time. The stock options vest in equal annual installments over three years from the grant date and have a ten-year term.

  104. Non-Qualified Stock Options (25% of LTIP Target Award)

    Non-Qualified Stock Options (25% of LTIP Target Award) The use of stock options provides direct alignment with shareholder interests as they have value only if the price of Chemours’ stock at the time of exercise exceeds the stock price on the date of grant. As a result, stock option grants encourage executives to focus on behaviors and initiatives that support sustained long-term stock price appreciation. The stock options vest in equal annual installments over three years from the grant date and have a ten-year term.

  105. Restricted Stock Units (25% of LTIP Target Award)

    Restricted Stock Units (25% of LTIP Target Award) The mix of equity award types also includes RSUs with vesting tied to continued service. The plan supports a strong performance orientation and long-term retention of talent to drive the Company strategy. The RSUs vest in equal annual installments over three years from the grant date.

  106. Relative TSR (rTSR)

    Relative TSR (rTSR) Relative TSR is a metric used to promote alignment with shareholder interests. rTSR for the 2023-2025 PSU Award will be measured at the end of the three-year period against a peer group established as of January 1, 2023. The metric is defined as the change in the Company’s stock price plus dividends paid and assumed to be reinvested on the ex-dividend date during the period, divided by beginning stock price, compared on a percentile basis to the same change with respect to a peer group. For the purpose of calculating rTSR, the Company’s beginning stock price will be the closing stock price averaged over the 20 trading days ending on the trading day before the start of the performance period and the ending stock price will be the closing stock price, inclusive of reinvested dividends, averaged over the 20 trading days ending with the last trading day within the performance period. For purposes of calculating the appropriate earned percentile, any companies that are in the peer group at the beginning of the performance period that are no longer separate publicly traded companies due to merger, acquisition, or buyout shall be disregarded. Companies that are no longer publicly traded due to insolvency or bankruptcy will be included at the lowest performance ranking. For purposes of calculating the earned percentile, the Company will be considered a member of the compensation peer group.

  107. Relative TSR (rTSR)

    | | THRESHOLD | TARGET | MAXIMUM | | Achieved rTSR | 15th Percentile | 50th Percentile | 85th Percentile | | Payout | 50% | 100% | 200% |

  108. 2023 LTIP Awards

    2023 LTIP Awards The LTIP awards granted to the NEOs in 2023 were as follows:

  109. 2023 LTIP Awards

    | NEO | 2023 TARGET LTI AWARD | SHARE EQUIVALENT VALUE OF TARGET PSUS ON GRANT DATE | TARGET NUMBER OF PSU AWARDS(1) | GRANT DATE FAIR VALUE OF RSUS | NUMBER OF RSUS GRANTED(1) | GRANT DATE FAIR VALUE OF STOCK OPTIONS | NUMBER OF STOCK OPTIONS GRANTED(2) | GRANT DATE FAIR VALUE OF PSOS | NUMBER OF PSOS GRANTED(3) | | Mark Newman | $6,000,000 | $1,499,967 | 43,053 | $1,499,967 | 43,053 | $1,499,996 | 97,656 | $1,499,994 | 100,200 | | Jonathan Lock August 1(4) | $425,000 | $106,227 | 3,049 | $106,227 | 3,049 | $106,245 | 6,917 | $106,242 | 7,097 | | | $340,000 | | | $339,997 | 9,224 | | | | | | Denise Dignam(5) August 1(4) | $1,325,000 | $206,218 | 5,919 | $706,207 | 20,270 | $206,239 | 13,427 | $206,242 | 13,777 | | | $100,000 | | | $99,964 | 2,712 | | | | | | Kristine Wellman August 1(4) | $650,000 | $162,494 | 4,664 | $162,494 | 4,664 | $162,493 | 10,579 | $162,499 | 10,855 | | | $120,000 | | | $119,979 | 3,255 | | | | | | Alvenia Scarborough August 1(6) | $325,000 | $81,247 | 2,332 | $81,247 | 2,332 | $81,239 | 5,289 | $81,242 | 5,427 | | | $250,000 | | | $249,985 | 6,782 | | | | | | Susan Kelliher | $700,000 | $174,966 | 5,022 | $174,966 | 5,022 | $174,996 | 11,393 | $174,999 | 11,690 | | Sameer Ralhan | $1,725,000 | $431,250 | 12,378 | $431,250 | 12,378 | $431,247 | 28,076 | $431,241 | 28,807 | | Edwin Sparks | $1,100,000 | $274,992 | 7,893 | $274,992 | 7,893 | $274,990 | 17,903 | $274,999 | 18,370 |

  110. 2023 LTIP Awards

    Annual LTI awards are generally granted March 1 each year. (1) The number of PSUs and RSUs awarded was determined by dividing the dollar target value for each NEO by the closing price for Chemours common stock on grant date and rounding down to the nearest whole share. The closing price of Chemours common stock was $34.84 on March 1, 2023. The closing price of Chemours common stock was $36.86 on August 1, 2023. The number of stock options awarded was determined based on the Black-Scholes value. The Black-Scholes value of an option was $15.36 on March 1,

  111. 2023 LTIP Awards

    | | 2024 Proxy Statement | 51 |

  112. 2023 LTIP Awards

    2023. The exercise price of the options was equal to the closing price of Chemours common stock on the grant date. The closing price of Chemours common stock was $34.84 on March 1, 2023. (3) The number of performance stock options awarded was determined based on the Monte-Carlo value. Monte-Carlo value of a performance stock option was $14.97 on March 1, 2023. The exercise price of the performance stock options was equal to the closing price of Chemours common stock on the grant date plus a 10% premium. The closing price of Chemours common stock was $34.84 on March 1, 2023. The exercise price of the performance stock options was $38.32. (4) Bridge grants as approved by the CLDC related to the NEOs increased LTIP target. The bridge grants are prorated based on the month of the change to the NEO’s LTIP target and were made in the form of RSUs with a three-year graded vesting. (5) In addition to her annual grant, Ms. Dignam received a one-time retention grant of $500,000 in RSUs, which will cliff vest in 2026. (6) In addition to her annual grant, Ms. Scarborough received a one-time retention grant of $250,000 in RSUs, which will cliff vest in 2026.

  113. 2021-2023 PSU Award Results

    2021-2023 PSU Award Results The achievement for the 2021-2023 PSU award was based on pre-established three-year cumulative targets for Adjusted Net Income and Free Cash Flow Conversion. Those metrics were equally weighted in the plan. Adjusted Net Income results were above target, with an achievement of 149% of target. The CLDC adjusted the calculation of Free Cash Flow to take into account the working capital timing actions. Accordingly, the CLDC determined that Free Cash Flow Conversion achievement was below threshold performance and as such, for this component of the LTIP, there was a 0% payout with respect to this metric. Based on the equal weighting of the metrics, the blended outcome was 74% of the target PSU award. The 2021-2023 PSU awards also contained a relative TSR (rTSR) modifier, under which the final level of achievement could be increased or decreased based on Chemours rTSR compared to the peer group. Over the 2021-2023 three-year period, execution on our long-term strategy resulted in Chemours achieving rTSR at the 67th percentile of the peer group, which placed Chemours in the top third of peer group companies. As a result, pursuant to the terms of the PSU awards the 2021-2023 PSU awards vested at the achievement level of 93% of target. The CLDC and the Board applied full negative discretion to determine that Mr. Newman and Mr. Lock would receive no payouts for the 2021-2023 PSU awards. There was a sharp contrast in the global macroeconomic environment over the course of this three-year performance period, with the beginning of this period seeing the global economy recover from the COVID-19 pandemic, which was then followed by the onset of inflation and high interest rates dampening demand, along with significant geopolitical factors. During this period, the Company took quick actions to drive cost savings and then showed agility to respond to the recovery curve, achieving several record production and revenue milestones. The organization’s strong business results in Adjusted Net Income over the three-year period, and the top-quartile rTSR, is reflective of the business performing well relative to peers in the two prior years before facing a difficult 2023. The tables below detail performance against each measure:

  114. 2021-2023 PSU Award Results

    | METRIC | METRIC WEIGHT | 2021 ACTUAL | 2022 ACTUAL | 2023 ACTUAL | CUMULATIVE | % ATTAINMENT | ACHIEVEMENT WITH PAY CURVE APPLIED | | Adj. Net Income | 50% | 691 | 788 | 490 | 1,969 | 149% | 74% | | FCF Conversion | 50% | 50.7% | 21.7% | 15.5% | 29.9% | 0% | 0% | | | | | | | | Weighted Outcome | 74% |

  115. 2021-2023 PSU Award Results

    Relative TSR is a modifier that is applied to the outcome of Adjusted Net Income and Free Cash Flow Conversion

  116. 2021-2023 PSU Award Results

    | <P25 | >=P25 TO <P40 | >=P40 TO <P60 | >=P60 TO <=P75 | >P75 | ACHIEVEMENT | | 0.5 | 0.75 | 1 | 1.25 | 1.5 | 150% |

  117. 2021-2023 PSU Award Results

    | | 2024 Proxy Statement | 52 |

  118. 2021-2023 PSU Award Results

    The performance peer group for these PSUs was comprised of the following companies:

  119. 2021-2023 PSU Award Results

    | Albemarle Corp. | Eastman Chemical Co. | The Sherwin-Williams Co. | | Air Product Inc. | Element Solutions Co. | Trinseo S.A. | | Ashland Global Holdings Inc. | Huntsman Corp. | Tronox Holdings PLC | | Avient Corp.(1) | Olin Corp. | Venator Materials PLC | | Axalta Coating Systems Ltd | PPG Industries Inc. | Westlake Corp. | | Cabot Corp. | RPM International Co. | WR Grace and Co. | | Celanese Corp. | | |

  120. 2021-2023 PSU Award Results

    (1) Formerly known as PolyOne Corporation The table below shows the target number of PSUs granted in 2021 and the actual number of PSUs earned, including dividends equivalents that were converted into additional PSUs.

  121. 2021-2023 PSU Award Results

    | NEO(1)(2) | TARGET SHARED IN 2021 | ACHIEVEMENT | EARNED SHARE AWARD | | Mark Newman(3) | 50,976 | 93% | 0 | | Jonathan Lock(3) | 10,412 | 93% | 0 | | Denise Dignam | 9,371 | 93% | 9,496 | | Alvenia Scarborough | 5,206 | 93% | 5,276 | | Susan Kelliher | 14,577 | 93% | 14,772 |

  122. 2021-2023 PSU Award Results

    (1) Ms. Wellman was not eligible for this plan in 2021. (2) Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023 and their PSUs were forfeited. Had the CLDC and the Board not applied negative discretion, Mr. Newman and Mr. Lock would have received PSU payouts of 51,523 shares and 10,551 shares, respectively.

  123. 2021-2023 PSU Award Results

    | | 2024 Proxy Statement | 53 |

  124. 2021-2023 PSU Award Results

    Company Sponsored Employee Benefits The Company offers its NEOs health, welfare and retirement plan benefits consistent with all other U.S. based employees. Additional elements specific to the executive compensation program include nonqualified retirement benefit plans, reimbursement of financial planning and income tax preparation services, and change-in-control benefits.

  125. The Non-Qualified Management Deferred Compensation Plan (MDCP)

    The Non-Qualified Management Deferred Compensation Plan (MDCP) Under the MDCP, a nonqualified elective deferred compensation plan, participants may defer base salary, AIP, and certain incentive plan awards until a later date. Each year during the enrollment window eligible employees can elect to defer: 1-60% of “base salary” and/or 1-60% of the annual incentives. Additionally, corporate officers may elect to defer settlement of their equity awards (i.e., RSUs and/or PSUs). NEOs are 100% vested in their deferrals and related investment experience.

  126. Change-in-Control Severance Benefits

    Change-in-Control Severance Benefits To ensure that executives remain focused on Chemours’ business during a period of uncertainty, the Company maintains a change-in-control severance plan for NEOs. For any benefits to be earned, a change in control must occur and the executive’s employment must be terminated within two years following the change in control, either by Chemours without cause or the executive for good reason (often called a “double trigger”). The plan does not provide tax gross-ups. For additional information, see “Executive Compensation — Potential Payments upon Termination or Change-in-Control.” Benefits provided under the change-in-control severance plan include: ■ A lump sum cash payment of two times (three times for the CEO) the sum of the NEO’s base salary and target AIP; ■ A lump sum cash payment equal to the pro-rated portion of the NEO’s AIP target for the year of termination; and ■ Continued health and dental benefits, financial counseling and tax preparation, and outplacement services for up to two years (three years for the CEO) following the date of termination. The change-in-control severance plan also includes 12-month (18-month for the CEO) non-competition and non- solicitation covenants, non-disparagement, and confidentiality provisions.

  127. Change-in-Control Severance Benefits

    | | 2024 Proxy Statement | 54 |

  128. Change-in-Control Severance Benefits

    Other Compensation Matters

  129. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the total compensation earned by the NEOs during fiscal years 2023, 2022, and 2021.

  130. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1)(2) | OPTION AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | Mark Newman President and Chief Executive Officer | 2023 | 1,000,000 | | 3,249,640 | 2,999,990 | 0 | 85,800 | 7,335,430 | | | 2022 | 995,833 | | 3,464,363 | 2,039,991 | 1,024,400 | 145,764 | 7,670,351 | | | 2021 | 837,500 | | 1,879,997 | 1,159,987 | 1,611,000 | 49,185 | 5,537,669 | | Jonathan Lock Senior Vice President, Chief Financial Officer | 2023 | 527,083 | | 570,135 | 212,487 | 0 | 50,172 | 1,359,878 | | Denise Dignam President, Titanium Technologies | 2023 | 531,667 | | 1,046,719 | 412,480 | 166,808 | 75,059 | 2,232,733 | | | 2022 | 462,500 | | 373,608 | 219,993 | 442,913 | 71,650 | 1,570,664 | | Kristine Wellman Senior Vice President, General Counsel and Corporate Secretary | 2023 | 491,667 | | 472,018 | 324,993 | 80,850 | 45,367 | 1,414,895 | | Alvenia Scarborough Senior Vice President, Corporate Communications, Chief Brand Officer | 2023 | 350,000 | | 426,004 | 162,481 | 40,425 | 36,425 | 1,015,335 | | Susan Kelliher Senior Vice President, People (January – September) | 2023 | 425,000 | | 379,061 | 349,996 | 68,723 | 58,685 | 1,281,464 | | | 2022 | 425,000 | | 475,467 | 279,996 | 217,685 | 58,191 | 1,456,339 | | | 2021 | 425,000 | | 458,904 | 279,992 | 494,488 | 36,233 | 1,694,617 | | Sameer Ralhan Senior Vice President, Chief Financial Officer (January – June) | 2023 | 323,649 | | 934,291 | 862,488 | — | 39,522 | 2,159,950 | | | 2022 | 625,000 | | 1,103,826 | 649,991 | 394,000 | 67,940 | 2,840,757 | | | 2021 | 616,667 | | 786,684 | 479,993 | 895,000 | 38,400 | 2,816,744 | | Edwin Sparks President, Chemical Solutions and Titanium Technologies (January – March) | 2023 | 164,210 | | 595,764 | 549,989 | — | 24,675 | 1,334,638 | | | 2022 | 570,833 | | 747,216 | 439,996 | 257,456 | 77,659 | 2,093,161 | | | 2021 | 546,058 | | 590,026 | 359,992 | 734,250 | 41,521 | 2,271,847 |

  131. SUMMARY COMPENSATION TABLE

    (1) Represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with FASB ASC Topic 718. The grant date fair value of each PSU granted to NEOs in 2023, taking into account the estimated probable outcome of the performance conditions, was determined to be $40.64 on March 1, 2023. The techniques and assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value of each RSU granted to NEOs in 2023 is equal to the closing share price of Chemours common stock on their respective grant dates — $34.84 on March 1, 2023 and $36.86 on August 1, 2023. (2) If the maximum level of performance were achieved, each NEO would earn 200% of the target number of PSUs awarded. based on the closing price of Chemours common stock on the March 1 grant date ($34.84), the maximum value of PSUs awarded on March 1, 2023, to each NEO is as follows: Mr. Newman — $2,999,933; Mr. Lock — $212,454; Ms. Dignam — $412,436; Ms. Wellman — $324,988; Ms. Scarborough — $162,494; Ms. Kelliher — $349,932; Mr. Ralhan — $862,499 and Mr. Sparks — $549,984. (3) Represents the aggregate grant date fair value of stock options and performance stock options computed in accordance with FASB ASC Topic 718. Assumptions used in determining the values can be found in Note 24 (“Stock-based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2023. (4) Represents payouts under the Annual Incentive Plan. This column includes compensation which may have been deferred at the NEO’s election. Any such amounts will be included in the “Executive Contributions” column of the 2023 Nonqualified Deferred Compensation table. The amounts reflect perquisites and personal benefits (financial planning / income tax preparation) and Company contributions to qualified and nonqualified defined contribution plans. The following table details these amounts.

  132. SUMMARY COMPENSATION TABLE

    | | 2024 Proxy Statement | 57 |

  133. SUMMARY COMPENSATION TABLE

    The CLDC and the Board applied negative discretion to reduce Mr. Newman’s and Mr. Lock’s AIP awards to $0. Had the CLDC and the Board not applied negative discretion, Mr. Newman and Mr. Lock would have received AIP awards of $300,300 and $81,253, respectively.

  134. SUMMARY COMPENSATION TABLE

    | NAME | COMPANY CONTRIBUTIONS TO QUALIFIED DEFINED CONTRIBUTION PLAN ($) | COMPANY CONTRIBUTION TO NONQUALIFIED DEFINED CONTRIBUTION PLAN ($) | FINANCIAL PLANNING/ INCOME TAX PREPARATION ($) | | Mark Newman | 20,800 | 50,000 | 15,000 | | Jonathan Lock | 20,800 | 21,872 | 7,500 | | Denise Dignam | 22,800 | 37,259 | 15,000 | | Kristine Wellman | 20,800 | 22,227 | 2,340 | | Alvenia Scarborough | 20,800 | 11,900 | 3,725 | | Susan Kelliher | 20,800 | 22,885 | 15,000 | | Sameer Ralhan | 20,800 | 11,222 | 7,500 | | Edwin Sparks | 21,800 | 2,875 | — |

  135. SUMMARY COMPENSATION TABLE

    | | 2024 Proxy Statement | 58 |

  136. 2023 GRANTS OF PLAN BASED AWARDS

    2023 GRANTS OF PLAN BASED AWARDS The following table provides information on AIP awards, PSUs, PSOs, NQSOs and RSUs granted in 2023 to each NEO. For a complete understanding of the table, refer to the footnotes that follow.

  137. 2023 GRANTS OF PLAN BASED AWARDS

    | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NONEQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS NUMBER OF SHARES OR STOCK OR UNITS (#) | ALL OTHER OPTIONS AWARDS NUMBER OF SECURITIES UNDERLYING OPTIONS(3) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | NAME | TYPE OF AWARD | GRANT DATE | APPROVAL DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Mark Newman | 2023 AIP | | | 650,000 | 1,300,000 | 2,600,000 | | | | | | | | | | Stock Options | 3/1/23 | 2/6/23 | | | | | | | | 97,656 | 34.84 | 1,499,996 | | | PSO | 3/1/23 | 2/6/23 | | | | | | | | 100,200 | 38.32 | 1,499,994 | | | PSU | 3/1/23 | 2/6/23 | | | | 21,527 | 43,053 | 86,106 | | | | 1,749,674 | | | RSU | 3/1/23 | 2/6/23 | | | | | | | 43,053 | | | 1,499,967 | | Jonathan Lock | 2023 AIP | | | 175,874 | 351,747 | 703,494 | | | | | | | | | | Stock Options | 3/1/23 | 2/6/23 | | | | | | | | 6,917 | 34.84 | 106,245 | | | PSO | 3/1/23 | 2/6/23 | | | | | | | | 7,097 | 38.32 | 106,242 | | | PSU | 3/1/23 | 2/6/23 | | | | 1,525 | 3,049 | 6,098 | | | | 123,911 | | | RSU | 3/1/23 | 2/6/23 | | | | | | | 3,049 | | | 106,227 | | | RSU | 8/1/23 | 7/25/23 | | | | | | | 9,224 | | | 339,997 | | Denise Dignam | 2023 AIP | | | 201,627 | 403,253 | 806,506 | | | | | | | | | | Stock Options | 3/1/23 | 2/6/23 | | | | | | | | 13,427 | 34.84 | 206,239 | | | PSO | 3/1/23 | 2/6/23 | | | | | | | | 13,777 | 38.32 | 206,242 | | | PSU | 3/1/23 | 2/6/23 | | | | 2,960 | 5,919 | 11,838 | | | | 240,548 | | | RSU | 3/1/23 | 2/6/23 | | | | | | | 5,919 | | | 206,218 | | | RSU | 3/1/23 | 2/6/23 | | | | | | | 14,351 | | | 499,989 | | | RSU | 8/1/23 | 7/25/23 | | | | | | | 2,712 | | | 99,964 | | Kristine Wellman | 2023 AIP | | | 175,000 | 350,000 | 700,000 | | | | | | | | | | Stock Options | 3/1/23 | 2/6/23 | | | | | | | | 10,579 | 34.84 | 162,493 | | | PSO | 3/1/23 | 2/6/23 | | | | | | | | 10,855 | 38.32 | 162,499 | | | PSU | 3/1/23 | 2/6/23 | | | | 2,332 | 4,664 | 9,328 | | | | 189,545 | | | RSU | 3/1/23 | 2/6/23 | | | | | | | 4,664 | | | 162,494 | | | RSU | 8/1/23 | 7/25/23 | | | | | | | 3,255 | | | 119,979 | | Alvenia Scarborough | 2023 AIP | | | 87,500 | 175,000 | 350,000 | | | | | | | | | | Stock Options | 3/1/23 | 2/6/23 | | | | | | | | 5,289 | 34.84 | 81,239 | | | PSO | 3/1/23 | 2/6/23 | | | | | | | | 5,427 | 38.32 | 81,242 | | | PSU | 3/1/23 | 2/6/23 | | | | 1,166 | 2,332 | 4,664 | | | | 94,772 | | | RSU | 3/1/23 | 2/6/23 | | | | | | | 2,332 | | | 81,247 | | | RSU | 8/1/23 | 7/25/23 | | | | | | | 6,782 | | | 249,985 |

  138. 2023 GRANTS OF PLAN BASED AWARDS

    | | 2024 Proxy Statement | 59 |

  139. 2023 GRANTS OF PLAN BASED AWARDS

    | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NONEQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS NUMBER OF SHARES OR STOCK OR UNITS (#) | ALL OTHER OPTIONS AWARDS NUMBER OF SECURITIES UNDERLYING OPTIONS(3) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | NAME | TYPE OF AWARD | GRANT DATE | APPROVAL DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Susan Kelliher | 2023 AIP | | | 148,750 | 297,500 | 595,000 | | | | | | | | | | Stock Options | 3/1/23 | 2/6/23 | | | | | | | | 11,393 | 34.84 | 174,996 | | | PSO | 3/1/23 | 2/6/23 | | | | | | | | 11,690 | 38.32 | 174,999 | | | PSU | 3/1/23 | 2/6/23 | | | | 2,511 | 5,022 | 10,044 | | | | 204,094 | | | RSU | 3/1/23 | 2/6/23 | | | | | | | 5,022 | | | 174,966 | | Sameer Ralhan | 2023 AIP | | | 250,000 | 500,000 | 1,000,000 | | | | | | | | | | Stock Options | 3/1/23 | 2/6/23 | | | | | | | | 28,076 | 34.84 | 431,247 | | | PSO | 3/1/23 | 2/6/23 | | | | | | | | 28,807 | 38.32 | 431,241 | | | PSU | 3/1/23 | 2/6/23 | | | | 6,189 | 12,378 | 24,756 | | | | 503,042 | | | RSU | 3/1/23 | 2/6/23 | | | | | | | 12,378 | | | 431,250 | | Edwin Sparks | 2023 AIP | | | 215,625 | 431,250 | 862,500 | | | | | | | | | | Stock Options | 3/1/23 | 2/6/23 | | | | | | | | 17,903 | 34.84 | 274,990 | | | PSO | 3/1/23 | 2/6/23 | | | | | | | | 18,370 | 38.32 | 274,999 | | | PSU | 3/1/23 | 2/6/23 | | | | 3,947 | 7,893 | 15,786 | | | | 320,772 | | | RSU | 3/1/23 | 2/6/23 | | | | | | | 7,893 | | | 274,992 |

  140. 2023 GRANTS OF PLAN BASED AWARDS

    (1) Nonequity incentive plan awards are short-term incentives that may be earned under the 2023 AIP. (2) Equity incentive plan awards are PSUs corresponding to a three-year performance period, FY2023 — FY2025. The NEOs may earn 50% of the target award upon attainment of threshold performance and up to 200% of the target award upon attainment of maximum performance. Performance outcomes will be determined following the conclusion of the performance period. Dividend equivalent units will be applied to the actual number of shares earned. The exercise price for stock options is equal to the fair market value of a share of Chemours common stock on the grant date. The exercise price for PSOs is equal to the fair market value of a share of Chemours common stock on the grant date plus a 10% premium. Stock options and PSOs are not credited with dividend equivalent units. Stock options and PSOs feature three-year equal ratable vesting and a ten-year term.

  141. 2023 GRANTS OF PLAN BASED AWARDS

    | | 2024 Proxy Statement | 60 |

  142. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table shows the number of shares underlying exercisable and unexercisable options and unvested and, as applicable, unearned RSUs and PSUs (in each case denominated in shares of Chemours common stock) held by each of the NEOs as of December 31, 2023. Market or payout values in the table below are based on the closing price of Chemours common stock as of December 31, 2023: $31.54.

  143. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(1) | | | | | SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | | EQUITY INCENTIVE PLAN AWARDS: UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) | | | NAME | GRANT DATE | EXERCISABLE (#) | UNEXERCISABLE ($) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER (#) | MARKET VALUE ($) | NUMBER (#) | MARKET OR PAYOUT VALUE ($) | | Mark Newman(5) | 3/1/2023 | — | 100,200 | 38.32 | 3/1/2033 | | | | | | | 3/1/2023 | — | 97,656 | 34.84 | 3/1/2033 | 44,066 | 1,389,852 | 44,066 | 1,389,852 | | | 3/1/2022 | 68,756 | 137,512 | 25.98 | 3/1/2032 | 13,880 | 437,771 | 51,828 | 1,634,658 | | | 7/1/2021 | 23,131 | 11,565 | 35.46 | 7/1/2031 | 1,443 | 45,526 | | | | | 3/1/2021 | 40,899 | 20,450 | 24.01 | 3/1/2031 | 2,298 | 72,494 | | | | | 3/2/2020 | 160,427 | — | 14.43 | 3/2/2030 | | | | | | | 6/3/2019 | 29,717 | — | 21.96 | 6/3/2029 | | | | | | | 3/1/2019 | 36,236 | — | 38.02 | 3/1/2029 | | | | | | | 3/1/2018 | 23,357 | — | 48.53 | 3/1/2028 | | | | | | | 3/1/2017 | 31,662 | — | 34.72 | 3/1/2027 | | | | | | | 3/1/2016 | 166,089 | — | 5.40 | 3/1/2026 | | | | | | Jonathan Lock | 8/1/2023 | | | | | 9,373 | 295,617 | | | | | 3/1/2023 | — | 7,097 | 38.32 | 3/1/2033 | | | | | | | 3/1/2023 | — | 6,917 | 34.84 | 3/1/2033 | 3,121 | 98,429 | 3,121 | 98,429 | | | 3/1/2022 | 5,730 | 11,459 | 25.98 | 3/1/2032 | 1,156 | 36,467 | 4,319 | 136,216 | | | 3/1/2021 | 13,633 | 6,816 | 24.01 | 3/1/2031 | 766 | 24,175 | | | | | 3/2/2020 | 22,459 | — | 14.43 | 3/2/2030 | | | | | | | 6/3/2019 | 14,858 | — | 21.96 | 6/3/2029 | | | | | | | 3/1/2019 | 5,574 | — | 38.02 | 3/1/2029 | | | | | | | 5/1/2018 | 9,713 | — | 48.25 | 5/1/2028 | | | | |

  144. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 2024 Proxy Statement | 61 |

  145. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(1) | | | | | SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | | EQUITY INCENTIVE PLAN AWARDS: UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) | | | NAME | GRANT DATE | EXERCISABLE (#) | UNEXERCISABLE ($) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER (#) | MARKET VALUE ($) | NUMBER (#) | MARKET OR PAYOUT VALUE ($) | | Denise Dignam | 8/1/2023 | | | | | 2,756 | 86,916 | | | | | 3/1/2023 | — | 13,777 | 38.32 | 3/1/2033 | 14,689 | 463,291 | | | | | 3/1/2023 | — | 13,427 | 34.84 | 3/1/2033 | 6,058 | 191,069 | 6,058 | 191,079 | | | 3/1/2022 | 7,415 | 14,829 | 25.98 | 3/1/2032 | 1,496 | 47,195 | 5,589 | 176,286 | | | 3/1/2021 | 12,269 | 6,135 | 24.01 | 3/1/2031 | 10,186 | 321,260 | | | | | 3/2/2020 | 11,140 | — | 14.43 | 3/2/2030 | | | | | | | 3/1/2019 | 3,832 | — | 38.02 | 3/1/2029 | | | | | | | 3/1/2018 | 2,068 | — | 48.53 | 3/1/2028 | | | | | | | 3/1/2017 | 2,473 | — | 34.72 | 3/1/2027 | | | | | | Kristine Wellman | 8/1/2023 | | | | | 3,307 | 104,318 | | | | | 3/1/2023 | — | 10,855 | 38.32 | 3/1/2033 | | | | | | | 3/1/2023 | — | 10,579 | 34.84 | 3/1/2033 | 4,774 | 150,565 | 4,774 | 150,565 | | | 3/1/2022 | 5,309 | 10,616 | 25.98 | 3/1/2032 | 4,286 | 135,175 | | | | | 3/1/2021 | 4,260 | 2,130 | 24.01 | 3/1/2031 | 958 | 30,219 | | | | | 3/2/2020 | 11,140 | — | 14.43 | 3/2/2030 | | | | | | | 3/1/2019 | 4,006 | — | 38.02 | 3/1/2029 | | | | | | | 3/1/2018 | 2,554 | — | 48.53 | 3/1/2028 | | | | | | | 3/1/2017 | 5,936 | — | 34.72 | 3/1/2027 | | | | | | Alvenia Scarborough | 8/1/2023 | | | | | 6,891 | 217,354 | | | | | 3/1/2023 | — | 5,427 | 38.32 | 3/1/2033 | | | | | | | 3/1/2023 | — | 5,289 | 34.84 | 3/1/2033 | 2,387 | 75,282 | 2,387 | 75,282 | | | 3/1/2022 | 4,382 | 8,762 | 25.98 | 3/1/2032 | 884 | 27,866 | 3,302 | 104,156 | | | 3/1/2021 | 6,816 | 3,408 | 24.01 | 3/1/2031 | 5,659 | 178,481 | | | | | 3/1/2019 | 3,135 | — | 38.02 | 3/1/2029 | | | | | | | 3/1/2018 | 2,433 | — | 48.53 | 3/1/2028 | | | | | | | 3/1/2017 | 3,627 | — | 34.72 | 3/1/2027 | | | | |

  146. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 2024 Proxy Statement | 62 |

  147. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(1) | | | | | SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | | EQUITY INCENTIVE PLAN AWARDS: UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) | | | NAME | GRANT DATE | EXERCISABLE (#) | UNEXERCISABLE ($) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER (#) | MARKET VALUE ($) | NUMBER (#) | MARKET OR PAYOUT VALUE ($) | | Susan Kelliher | 3/1/2023 | — | 11,690 | 38.32 | 3/1/2033 | | | | | | | 3/1/2023 | — | 11,393 | 34.84 | 3/1/2033 | 5,140 | 162,122 | 5,140 | 162,122 | | | 3/1/2022 | 9,437 | 18,874 | 25.98 | 3/1/2032 | 1,905 | 60,081 | 7,113 | 224,351 | | | 3/1/2021 | 19,086 | 9,543 | 24.01 | 3/1/2031 | 15,845 | 499,741 | | | | | 3/2/2020 | 74,866 | — | 14.43 | 3/2/2030 | | | | | | | 3/1/2019 | 16,724 | — | 38.02 | 3/1/2029 | | | | | | | 3/1/2018 | 9,732 | — | 48.53 | 3/1/2028 | | | | | | | 6/1/2017 | 8,864 | — | 41.51 | 6/1/2027 | | | | | | Sameer Ralhan(4) | | | | | | | | | | | Edwin Sparks(4) | | | | | | | | | |

  148. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) The following table provides the vesting schedules of stock options outstanding as of December 31, 2023:

  149. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | GRANT DATE | OUTSTANDING VESTING DATES | | 3/1/2023 | Vests in equal installments on March 1, 2024, 2025 and 2026 | | 3/1/2022 | Vests in equal installments on March 1, 2024 and 2025 | | 7/1/2021 | Vests in equal installments on March 1, 2024 | | 3/1/2021 | Vests in equal installments on March 1, 2024 |

  150. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (2) The following table consists of RSUs outstanding as of December 31, 2023, and PSUs where the performance period is complete, but the units remain unvested. The following table provides details of the vesting schedules for such RSUs and PSUs, including dividend equivalent units:

  151. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | GRANT DATE | OUTSTANDING VESTING DATES | | 8/1/2023 | Vests in equal installments on August 1, 2024, 2025 and 2026 | | 8/1/2023 | RSUs with vesting date of August 1, 2026 | | 3/1/2023 | Vests in equal installments on March 1, 2024, 2025 and 2026 | | 3/1/2023 | RSUs with vesting date of March 1, 2026 | | 3/1/2022 | Vests in equal installments on March 1, 2024 and 2025 | | 7/1/2021 | RSUs with vesting date of March 1, 2024 | | 7/1/2021 | PSUs with performance period ended December 31, 2023, vest in first quarter 2024 | | 3/1/2021 | RSUs with vesting date of March 1, 2024 | | 3/1/2021 | PSUs with performance period ended December 31, 2023, vest in first quarter 2024 |

  152. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 2024 Proxy Statement | 63 |

  153. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    The following table provides the vesting schedules for unearned PSUs with outstanding vesting dates as of December 31, 2023:

  154. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | GRANT DATE | OUTSTANDING VESTING DATES | | 3/1/2023 | Performance period ending December 31, 2025. The number of PSUs reported is based on achievement of target performance | | 3/1/2022 | Performance period ending December 31, 2024. The number of PSUs reported is based on achievement of threshold performance |

  155. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    The 2022-2024 PSU plan provides for a payout range of 0% to 250% and dividend equivalent units are applied subsequently to the final performance determination. The 2023-2025 PSU plan provides for a payout range of 0% to 200% and dividend equivalent units are applied subsequently to the final performance determination. (4) Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023. They have no outstanding equity awards at 2023 fiscal year-end. Mr. Ralhan departed the company effective June 19, 2023. Mr. Sparks departed the company effective March 31, 2023. (5) The Company has entered into a separation and release agreement (“Separation Agreement”) dated as of March 22, 2024, with Mr. Newman, the former Chief Executive Officer. Under the Separation Agreement, the former Chief Executive Officer is not entitled to any severance, equity award vesting or other compensation in connection with his resignation. All unvested awards as of the date of the Separation Agreement were forfeited for no consideration.

  156. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The table below identifies the number of shares of Chemours common stock acquired upon the exercise of stock options and the vesting of RSUs and PSUs during 2023:

  157. OPTION EXERCISES AND STOCK VESTED

    | | OPTION AWARDS(1) | | STOCK AWARDS(2) | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Mark Newman | | | 157,826 | 5,426,358 | | Jonathan Lock | | | 21,946 | 754,494 | | Denise Dignam | | | 3,002 | 106,677 | | Kristine Wellman | | | 4,605 | 162,503 | | Alvenia Scarborough | 5,125 | 91,587 | 2,283 | 81,433 | | Susan Kelliher | | | 92,351 | 3,072,581 | | Sameer Ralhan | 259,408 | 4,521,566 | 102,258 | 3,514,469 | | Edwin Sparks | 55,619 | 595,773 | 119,759 | 4,182,860 |

  158. OPTION EXERCISES AND STOCK VESTED

    (1) The value realized upon exercise is the difference between the market value of the stock on the exercise date and the option price, multiplied by the number of shares acquired on exercise. Represents the number of RSUs, PSUs and related dividend equivalent units vesting in 2023. The value realized upon vesting is computed by multiplying the number of units by the closing price of the underlying shares on the vesting date.

  159. OPTION EXERCISES AND STOCK VESTED

    | | 2024 Proxy Statement | 64 |

  160. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION The following table provides information on the Company’s defined contribution or other plans that during 2023 provided for deferrals of compensation on a basis that is not tax qualified. Messrs. Newman, Lock, Ms. Dignam, Ms. Scarborough, Ms. Kelliher and Messrs. Ralhan and Sparks each participated in the plan during 2023.

  161. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($)(1) | REGISTRANT CONTRIBUTION IN LAST FISCAL YEAR ($)(2) | AGGREGATE EARNING IN LAST FISCAL YEAR ($)(3) | AGGREGATE WITHDRAWALS / DISTRIBUTIONS IN LAST FISCAL YEAR ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR-END ($) | | Mark Newman | | | | | | | RSRP | 50,000 | 50,000 | 140,713 | | 1,233,228 | | MDCP | | | 137,876 | | 961,080 | | Jonathan Lock | | | | | | | RSRP | 21,872 | 21,872 | 13,328 | | 123,116 | | Denise Dignam | | | | | | | RSRP | 37,259 | 37,259 | 23,322 | | 193,683 | | Kristine Wellman | | | | | | | RSRP | 22,227 | 22,227 | 15,955 | | 126,148 | | Alvenia Scarborough | | | | | | | RSRP | 11,900 | 11,900 | 8,161 | | 57,842 | | Susan Kelliher | | | | | | | RSRP | 22,885 | 22,885 | 39,338 | | 262,885 | | MDCP | 130,611 | | 101,425 | | 772,635 | | Sameer Ralhan | | | | | | | RSRP | 11,222 | 11,222 | 122,291 | | 692,215 | | Edwin Sparks | | | | | | | RSRP | 2,875 | 2,875 | 58,679 | -44,904 | 392,827 |

  162. 2023 NONQUALIFIED DEFERRED COMPENSATION

    (1) The amount in this column represents deferrals from base salary and Non-Equity Incentive Plan Compensation under the RSRP and/or MDCP. The amounts are also included in the 2022 Summary Compensation Table. (2) The amount in this column represents employer contributions made under the RSRP; the amounts are also included in the 2022 Summary Compensation Table. Earnings (loss) represent returns on investments in twenty (20) core investment alternatives and interest accruals on cash balances, Chemours common stock returns, and dividend reinvestments. The core investment alternatives are the same investment alternatives available to all employees under the qualified plan. Interest is accrued on cash balances based on a rate that is traditionally less than 120% of the applicable federal rate, and dividend equivalents are accrued at a non-preferential rate. Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the 2022 Summary Compensation Table.

  163. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | | 2024 Proxy Statement | 65 |

  164. 2023 NONQUALIFIED DEFERRED COMPENSATION

    This table reflects Salary and Non-Equity Incentive Plan Compensation amounts and Company contributions to qualified and nonqualified defined contribution plans reported in the aggregate balance at last fiscal year-end that were previously reported as compensation to the NEO in Chemours’ Summary Compensation Table for previous year(s).

  165. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | | RSRP ($) | MDCP ($) | TOTAL ($) | | Mark Newman | 848,725 | 856,700 | 1,705,425 | | Denise Dignam | 99,650 | — | 99,650 | | Susan Kelliher | 15,174 | 146,623 | 161,797 | | Sameer Ralhan | 282,812 | — | 282,812 | | Edwin Sparks | 272,999 | — | 272,999 |

  166. Narrative Discussion of the Nonqualified Deferred Compensation Table

    Narrative Discussion of the Nonqualified Deferred Compensation Table Chemours sponsors two nonqualified deferred compensation plans for the benefit of eligible employees. The Retirement Savings Restoration Plan (RSRP) supplements our qualified defined contribution plan, the Retirement Savings Plan (RSP), and is designed to provide benefits more than IRS qualified plan limits applicable to the RSP. The Management Deferred Compensation Plan (MDCP) is an elective deferral plan that provides eligible employees with the opportunity to defer receipt of a specified portion of their compensation, thereby postponing income taxation on amounts deferred until the time such deferrals are distributed from the MDCP. Eligible employees may elect to participate in either, neither, or both nonqualified deferred compensation plans annually. The following provides an overview of the various deferral options as of December 31, 2023.

  167. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below summarizes the potential payouts to the NEOs, upon a termination from the Company, or under specified situations in a change in control as further described below. The amounts shown in the following table are approximate and reflect certain assumptions that the Company has made in accordance with the SEC’s rules. These assumptions include that the termination of employment or change in control occurred on December 31, 2023, and that the value of a share of the Company’s stock on that day was $31.54, the closing price per share of the Company’s common stock on December 29, 2023. The table also includes potential payments under The Chemours Company 2017 Equity and Incentive Plan (the “2017 Plan”). The treatment of benefits under each plan on termination or change in control is detailed in the footnotes to the table. The following table does not include Messrs. Ralhan and Sparks because they left the company during the year and no payments were made to these NEOs in connection with the termination of employment. Effective January 1, 2017, Chemours revised the termination provisions associated with PSUs, PSOs, NQSOs, and RSUs awards to be more consistent with market prevalence and simplify administration. A summary of the provisions by award type follows. The Company has entered into a Separation Agreement dated as of March 22, 2024, with Mr. Newman, the former Chief Executive Officer. Under the Separation Agreement, the former Chief Executive Officer is not entitled to any severance, equity award vesting or other compensation in connection with his resignation. Mr. Newman is not eligible for the payments and benefits described below.

  168. Potential Payments upon Termination or Change in Control

    | | 2024 Proxy Statement | 67 |

  169. Potential Payments upon Termination or Change in Control

    | NAME(9) | FORM OF COMPENSATION(1) | VOLUNTARY OR FOR CAUSE ($) | INVOLUNTARY TERMINATION WITHOUT CAUSE ($)(2) | RETIREMENT ($)(3) | DEATH ($)(4) | DISABILITY ($)(5) | CHANGE IN CONTROL WITH ASSUMPTION OR SUBSTITUTION(6) | CHANGE IN CONTROL WITHOUT ASSUMPTION OR SUBSTITUTION(7) | TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON IN CONNECTION WITH CHANGE IN CONTROL(8) | | Mark Newman | Annual Salary | — | 176,282 | — | — | — | — | — | 3,000,000 | | | Target Annual Bonus | — | 1,300,000 | — | — | — | — | — | 3,900,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 1,300,000 | 1,300,000 | — | — | 1,300,000 | | | Health and Dental Benefits | — | 5,046 | — | — | — | — | — | 60,551 | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 12,900 | | | Stock Options | — | — | — | 918,555 | 918,555 | — | 918,555 | 918,555 | | | RSUs | — | — | — | 1,877,797 | 1,877,797 | — | 1,877,797 | 1,877,797 | | | PSUs | — | — | — | 4,120,156 | 4,120,156 | — | 4,120,156 | 6,061,389 | | | Total | — | 1,483,478 | — | 8,216,508 | 8,216,508 | — | 6,916,508 | 17,131,192 | | Jonathan Lock | Annual Salary | — | 66,346 | — | — | — | — | — | 1,200,000 | | | Target Annual Bonus | — | 450,000 | — | — | — | — | — | 900,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 450,000 | 450,000 | — | — | 450,000 | | | Health and Dental Benefits | — | 7,425 | — | — | — | — | — | 59,398 | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 8,600 | | | Stock Options | — | — | — | 115,037 | 115,037 | — | 115,037 | 115,037 | | | RSUs | — | — | — | 443,358 | 443,358 | — | 443,358 | 443,358 | | | PSUs | — | — | — | 532,103 | 532,103 | — | 532,103 | 682,526 | | | Total | — | 525,921 | — | 1,540,498 | 1,540,498 | — | 1,090,498 | 3,858,919 | | Denise Dignam | Annual Salary | — | 275,000 | — | — | — | — | — | 1,100,000 | | | Target Annual Bonus | — | 412,500 | — | — | — | — | — | 825,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 412,500 | 412,500 | — | — | 412,500 | | | Health and Dental Benefits | — | 4,761 | — | — | — | — | — | 38,091 | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 8,600 | | | Stock Options | — | — | — | 128,646 | 128,646 | — | 128,646 | 128,646 | | | RSUs | — | — | — | 789,068 | 789,068 | — | 789,068 | 789,068 | | | PSUs | — | — | — | 579,882 | 579,882 | — | 579,882 | 816,098 | | | Total | — | 694,411 | — | 1,910,096 | 1,910,096 | — | 1,497,596 | 4,118,003 |

  170. Potential Payments upon Termination or Change in Control

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  171. Potential Payments upon Termination or Change in Control

    | NAME(9) | FORM OF COMPENSATION(1) | VOLUNTARY OR FOR CAUSE ($) | INVOLUNTARY TERMINATION WITHOUT CAUSE ($)(2) | RETIREMENT ($)(3) | DEATH ($)(4) | DISABILITY ($)(5) | CHANGE IN CONTROL WITH ASSUMPTION OR SUBSTITUTION(6) | CHANGE IN CONTROL WITHOUT ASSUMPTION OR SUBSTITUTION(7) | TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON IN CONNECTION WITH CHANGE IN CONTROL(8) | | Kristine Wellman | Annual Salary | — | 87,340 | — | — | — | — | — | 1,000,000 | | | Target Annual Bonus | — | 350,000 | — | — | — | — | — | 700,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 350,000 | 350,000 | — | — | 350,000 | | | Health and Dental Benefits | — | — | — | — | — | — | — | — | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 8,600 | | | Stock Options | — | — | — | 83,584 | 83,584 | — | 83,584 | 83,584 | | | RSUs | — | — | — | 404,595 | 404,595 | — | 404,595 | 404,595 | | | PSUs | — | — | — | 48,900 | 48,900 | — | 48,900 | 147,103 | | | Total | — | 439,490 | — | 887,079 | 887,079 | — | 537,079 | 2,693,882 | | Alvenia Scarborough | Annual Salary | — | 86,939 | — | — | — | — | — | 700,000 | | | Target Annual Bonus | — | 175,000 | — | — | — | — | — | 350,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 175,000 | 175,000 | — | — | 175,000 | | | Health and Dental Benefits | — | 6,839 | — | — | — | — | — | 54,712 | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 8,600 | | | Stock Options | — | — | — | 74,379 | 74,379 | — | 74,379 | 74,379 | | | RSUs | — | — | — | 324,673 | 324,673 | — | 324,673 | 324,673 | | | PSUs | — | — | — | 319,968 | 319,968 | — | 319,968 | 435,000 | | | Total | — | 270,928 | — | 894,020 | 894,020 | — | 719,020 | 2,122,363 | | Susan Kelliher | Annual Salary | — | 53,806 | — | — | — | — | — | 850,000 | | | Target Annual Bonus | — | 297,500 | — | — | — | — | — | 595,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 297,500 | 297,500 | — | — | 297,500 | | | Health and Dental Benefits | — | 3,734 | — | — | — | — | — | 29,875 | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 8,600 | | | Stock Options | — | — | — | 176,798 | 176,798 | — | 176,798 | 176,798 | | | RSUs | — | — | — | 245,697 | 245,697 | — | 245,697 | 245,697 | | | PSUs | — | — | — | 795,274 | 795,274 | — | 795,274 | 1,043,028 | | | Total | — | 357,190 | — | 1,515,269 | 1,515,269 | — | 1,217,769 | 3,246,498 |

  172. Potential Payments upon Termination or Change in Control

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  173. Potential Payments upon Termination or Change in Control

    PSUs ■ Retirement eligibility results in vesting of a pro-rated portion of the award, with performance based on actual performance over the full performance period and proration based on the number of days the NEO was employed during the performance period ■ Death or Disability results in vesting of a pro-rated portion of the award, with performance based on actual performance over the full performance period and proration based on the number of days the NEO was employed during the performance period ■ Change in Control with qualifying termination remains consistent with the description below PSOs and NQSOs ■ Retirement eligibility results in continued vesting, and the time to exercise is three years post-employment or the original expiration date of the award, whichever occurs first ■ Death or disability termination results in immediate vesting of unvested awards and the time to exercise is limited to two years post-employment, or the original expiration date of the award whichever occurs first ■ Change in Control with qualifying termination remains consistent with the description below ■ Any other termination results in the forfeiture of unvested options and 90 days post-employment to exercise any options vested as of the termination date RSUs ■ Retirement eligibility results in continued vesting of unvested awards ■ Death or Disability termination results in immediate vesting of unvested awards ■ Change in Control with qualifying termination remains consistent with the description below ■ Any other termination results in forfeiture of unvested awards (1) The award agreements for stock options, performance stock options, PSUs and RSUs contain restrictive covenants that may result in forfeiture of unvested PSUs, PSOs, NQSOs, and RSUs upon a breach of confidentiality, non-solicitation and non-competition obligations during employment and after termination of employment (for a period of one year for non-solicitation and non-competition). (2) Upon termination of employment for Lack of Work or Involuntary Termination: a. PSOs and NQSOs awards granted on or after January 1, 2017 and vested as of the termination date may be exercised during the 90-day period following termination. Unvested stock option awards granted on or after January 1, 2018, to holders who are not retirement eligible are forfeited. b. NQSOs awards granted prior to January 1, 2017, may be exercised during the one-year period following termination. c. PSUs granted on or after January 1, 2017, and unvested as of the termination date are forfeited. d. To the extent that an NEO is retirement eligible, unvested PSOs and NQSOs, RSUs, and PSUs are treated as if the NEO has retired. e. Severance benefits consist of: one week of salary for each complete year of service, with a minimum of four weeks and a maximum of twenty-six weeks; pro- rata annual bonus based on service during the performance period (i.e., calendar year); three months of Company-paid health care continuation coverage; limited outplacement assistance. (3) Upon Retirement: a. PSOs and NQSOs granted on or after January 1, 2017 continue vesting, but the time to exercise is limited to three years post-employment or the original expiration date of the award, whichever occurs first. b. For stock options granted prior to January 1, 2017 the award holder retains the full term of the award in which to exercise. c. PSUs are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2023 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2023 Fiscal Year-End table. (4) Upon Death: a. PSOs and NQSOs awards immediately vest and the time to exercise is limited to two years post-employment or the original expiration date of the award, whichever occurs first. Amount shown represents the in-the-money value of stock options for which vesting is accelerated, as of December 31, 2023. b. RSUs are automatically vested and paid out. Amount shown represents the value of all RSUs as of December 31, 2023 that are automatically vested and paid out. c. PSUs are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2023 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2023 Fiscal Year-End table. (5) Upon termination of employment due to Disability: PSOs and NQSOs awards granted on or after January 1, 2017 are immediately vested and the time to exercise is limited to two years post- employment or the original expiration date of the award, whichever occurs first.

  174. Potential Payments upon Termination or Change in Control

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  175. Potential Payments upon Termination or Change in Control

    NQSOs granted prior to January 1, 2017 may be exercised during the one-year period following termination. c. PSUs are pro-rated based on actual performance for service during the performance period. Amount shown represents the pro-rated number of units earned as of December 31, 2023 at the level of performance assumed and disclosed in the Outstanding Equity Awards at 2023 Fiscal Year-End table. d. RSUs are automatically vested and paid out. Amount shown represents the value of all RSUs as of December 31, 2023 that are automatically vested and paid out. e. To the extent that the NEO is retirement eligible, unvested stock options, RSUs and PSUs are treated as if the NEO has retired. (6) Change in Control with Assumption or Substitution: Treatment varies depending on whether the Company is the surviving entity and, if not, whether the awards are assumed or substituted by an acquiring entity. If the company is the surviving entity or the awards are assumed or substituted, service-based vesting conditions applicable to options and RSUs are not accelerated, and PSU performance goals are deemed achieved at target levels with the awards remaining subject to service-based vesting conditions. Values shown in this column assume outstanding equity awards are assumed or substituted and therefore do not vest due to the change in control. (7) Change in Control without Assumption or Substitution: Values shown in this column assume that the Company is not the surviving entity and the acquiring entity does not assume or substitute outstanding equity awards, resulting in the awards vesting in full and being cashed settled, with PSUs vesting at target levels. Accordingly, the amounts shown in this column reflect the in-the-money value of unvested stock options, the value of all RSUs, and the value of PSUs at target levels, in each case as of December 31, 2023. (8) Termination without Cause or Resignation for Good Reason in connection with Change in Control: Under the Senior Executive Severance Plan, if a change in control occurs and the executive’s employment is terminated within two years following the change in control, either by the Company without cause or the executive for good reason (often called a “double trigger”), subject to the executive’s execution of a release of claims, the executive receives (i) a lump sum cash payment equal to two times (three times for the CEO) the sum of the executive’s base salary and target annual bonus; (ii) a lump sum cash payment equal to the prorated portion of the executive’s target annual bonus for the year of termination; and (iii) continued health and dental benefits and outplacement services for two years (three years for the CEO) following the date of termination. Additionally, under the 2017 Plan, equity awards would become fully vested, with PSUs vesting at target levels. Amounts shown in this column reflect severance payable under the Senior Executive Severance Plan and the value of equity awards that would vest assuming a change in control occurs and the executive’s employment is terminated without cause or for good reason on December 31, 2023. (9) Messrs. Ralhan and Sparks were no longer employed by Chemours on December 31, 2023, they are no longer eligible for compensation related to Change of Control.

  176. CEO PAY RATIO

    CEO PAY RATIO There were no significant changes to the global employee population nor significant changes to employee compensation arrangements. Per SEC rules, Chemours chose a new individual to represent the Median Employee as last year was the final year of the three-year period that individual’s compensation could be used for this analysis. The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with SEC rules. The individual’s compensation reflects January 1, 2023 to December 31, 2023. The total number of employees was approximately 6,200. When Chemours selected the employee, the Company determined the median employee’s pay. Chemours chose total earnings including overtime pay as the consistently applied compensation measure. Chemours then calculated an annual gross cash compensation for each employee. Chemours used a valid statistical sampling methodology to identify a population of employees whose base pay was within a 5% range of the median. Using this methodology, Chemours identified the median employee from that group. The total compensation for the selected median employee in 2023 was $109,473. The ratio of CEO pay to the median worker pay is 67:1. This ratio has decreased from 71:1 in 2022.

  177. CEO PAY RATIO

    | ELEMENT | MEDIAN EMPLOYEE $ | | CEO $ | | Salary (includes Overtime)(1) | 100,695 | | 1,000,000 | | Stock Awards | 0 | | 3,249,640 | | Option Awards | 0 | | 2,999,990 | | Non-Equity Incentive Plan Compensation/Bonus(2) | 2,353 | | 0 | | Change in Pension Value | 0 | | 0 | | All Other Compensation(3) (4) | 6,426 | | 85,800 | | Summary Compensation Table Totals | 109,473 | | 7,335,430 | | CEO Pay Ratio | | 67:1 | |

  178. CEO PAY RATIO

    (1) Consists of 2023 base salary plus overtime pay. (2) Actual 2023 cash incentive paid during the first quarter of fiscal year 2024 under a performance-based compensation plan. (3) Consists of 2023 employer contributions to qualified and non-qualified defined contribution plans and perquisites/personal benefits as listed in footnote 5 of the Summary Compensation Table. (4) The CLDC and the Board applied negative discretion to reduce the AIP payout for the former Chief Executive Officer Mr. Newman to $0.

  179. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Chemours and the CLDC are committed to ensuring alignment between Company performance and executive compensation to encourage and reward management for the creation of shareholder value. This Pay vs. Performance disclosure provides an additional perspective on our pay and performance alignment. This perspective is enhanced by the inclusion of Compensation Actually Paid (“CAP”) to our PEOs and NEOs, which captures the annual change in management’s total, company-derived wealth. This provides a distinct view from total compensation for our CEO and NEO as set forth in the “Summary Compensation Table” (“SCT”), which captures the annual economic cost of compensation to the Company. CAP is a more suitable comparator to performance since it includes the effect of performance on executive compensation over time and the degree to which pay is aligned with performance. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Executive Compensation” section of the CD&A.

  180. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows the past four fiscal years’ of SCT pay, CAP, our cumulative total shareholder return (“TSR”), the cumulative TSR of our performance peers over the same period, our net income, and our Adjusted EBITDA. As the table below

  181. Pay Versus Performance Table

    | | 2024 Proxy Statement | 73 |

  182. Pay Versus Performance Table

    demonstrates, there is a strong relationship between our financial outcomes and CAP to PEOs and the average of CAP to the remaining NEOs. The CLDC believes strongly that the Company’s pay-for-performance approach is working as designed. The design includes the ability to use discretion, which the CLDC did in the case of the second PEO and one of the NEOs.

  183. Pay Versus Performance Table

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR FIRST PEO(1) | COMPENSATION ACTUALLY PAID TO FIRST PEO(2) | SUMMARY COMPENSATION TABLE TOTAL FOR SECOND PEO(3) | COMPENSATION ACTUALLY PAID TO SECOND PEO(4) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON PEO(5) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(6) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (MILLIONS)(9) | ADJUSTED EBITDA (MILLIONS)(10) | | | | | | | | | TOTAL SHAREHOLDER RETURN(7) | PEER GROUP TOTAL SHAREHOLDER RETURN(8) | | | | 2023 | — | — | $7,335,430 | $934,313 | $1,542,699 | $(296,368)(11) | $203.94 | $149.93 | $(238) | $1,014 | | 2022 | — | — | $7,670,351 | $9,839,552 | $2,107,360 | $2,450,210 | $191.44 | $130.45 | $578 | $1,361 | | 2021 | $9,012,886 | $25,427,573 | $5,537,669 | $10,256,484 | $2,359,471 | $5,383,970 | $203.63 | $151.70 | $608 | $1,313 | | 2020 | $8,606,576 | $16,928,335 | — | — | $2,915,198 | $4,524,555 | $145.61 | $119.86 | $219 | $879 |

  184. Pay Versus Performance Table

    (1) The dollar amounts reported are the amounts of total compensation reported for Mr. Vergnano for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (2) The dollar amounts reported represent the amount of CAP to Mr. Vergnano, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Vergnano during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. Vergnano’s total compensation for each year to determine the CAP. (3) The dollar amounts reported are the amounts of total compensation reported for Mr. Newman for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (4) The dollar amounts reported represent the amount of CAP to Mr. Newman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Newman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. Newman’s total compensation for each year to determine the CAP. (5) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the applicable PEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs (excluding the applicable PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Jonathan Lock, Denise Dignam, Kristine Wellman, Alvenia Scarborough, Susan Kelliher, Sameer Ralhan, and Edwin Sparks; (ii) for 2022, Sameer Ralhan, Edwin Sparks, Alisha Bellezza, Denise Dignam, and David Shelton; (iii) for 2021, Sameer Ralhan, Edwin Sparks, Susan Kelliher, Bryan Snell, and David Shelton; and (iv) for 2020, Sameer Ralhan, Edwin Sparks, Mark Newman, and David Shelton. (6) The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding the applicable PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the applicable PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to the NEOs’ (excluding the applicable PEO) total compensation for each year to determine the CAP. (7) TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (8) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 400 Chemicals. (9) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (10) See “Compensation Discussion and Analysis” in this Proxy Statement for the definition of Adjusted EBITDA. Average Compensation Actually Paid of non-PEO NEOs is a negative amount due to equity forfeited upon the departures of Messrs. Ralhan and Sparks.

  185. Pay Versus Performance Table

    | | 2024 Proxy Statement | 74 |

  186. Pay Versus Performance Calculation Detail

    Pay Versus Performance Calculation Detail

  187. Pay Versus Performance Calculation Detail

    | | PEO 1 | | | | PEO 2 | | | | NEO AVERAGE | | | | | | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | — | — | $9,012,886 | $8,606,576 | $7,335,430 | $7,670,351 | $5,537,669 | — | $1,542,699 | $2,107,360 | $2,359,471 | $2,915,198 | | Less: Reported Fair Value of Equity Awards(a) | — | — | $7,056,334 | $6,231,013 | $6,249,631 | $5,504,353 | $3,039,984 | — | $1,042,701 | $1,130,702 | $1,139,675 | $1,807,220 | | Add: Year-End Fair Value of Equity Awards Granted in the Year(b(i)) | — | — | $10,037,056 | $14,805,523 | $5,542,082 | $7,286,350 | $3,737,324 | — | $549,601 | $1,482,246 | $1,697,677 | $3,537,581 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested(b(II)) | — | — | $11,676,849 | $(501,171) | $(4,188,551) | $(231,485) | $3,508,735 | — | $(246,002) | $(164,478) | $2,182,023 | $(157,388) | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year(b(III)) | — | — | $144,996 | — | — | — | — | — | — | — | — | — | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(b(iv)) | — | — | $507,084 | $(2,653) | $516,921 | $333,788 | $184,986 | — | $97,757 | $47,967 | $77,860 | $(17,955) | | Add: Fair Value at the End of Prior Year of Equity Awards that Fail to Meet Vesting Conditions(b(v)) | — | — | — | — | $(1,929,442) | — | — | — | $(1,178,272) | — | — | — | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation(b(vi)) | — | — | $1,105,035 | $251,073 | $(92,496) | $284,902 | $327,754 | — | $(19,450) | $107,817 | $206,615 | $54,340 | | Less: Reported Change in the Actuarial Present Value of Pension Benefits(c) | — | — | — | — | — | — | — | — | — | — | — | — | | Add: Actuarially determined service cost for services rendered during the fiscal year | — | — | — | — | — | — | — | — | — | — | — | — | | Add: Entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation | — | — | — | — | — | — | — | — | — | — | — | — | | CAP | — | — | $25,427,573 | $16,928,335 | $934,313 | $9,839,552 | $10,256,484 | — | $(296,368) | $2,450,210 | $5,383,970 | $4,524,555 |

  188. Pay Versus Performance Calculation Detail

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (c) The amounts included in this row are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the SCT for each applicable year.

  189. Pay Versus Performance Calculation Detail

    | | 2024 Proxy Statement | 75 |

  190. How many votes are needed to elect the director nominees and approve each of the proposals?

    How many votes are needed to elect the director nominees and approve each of the proposals? A.

  191. How many votes are needed to elect the director nominees and approve each of the proposals?

    | PROPOSAL | VOTE REQUIRED | BROKER DISCRETIONARY VOTING ALLOWED? | | Elections of Directors | Majority of Votes Cast | No | | Advisory Approval of Executive Compensation | Majority of Votes Represented and Entitled to Vote | No | | Ratification of PwC LLP | Majority of Votes Represented and Entitled to Vote | Yes |

  192. How many votes are needed to elect the director nominees and approve each of the proposals?

    For the election of directors (Proposal 1), under the Bylaws, the number of votes cast “for” a nominee must exceed the number of votes cast “against” the nominee for the nominee to be elected as a director. For all other matters, except as

  193. How many votes are needed to elect the director nominees and approve each of the proposals?

    | | 2024 Proxy Statement | 86 |

  194. How many votes are needed to elect the director nominees and approve each of the proposals?

    set forth in the Certificate of Incorporation, the Bylaws or applicable law, the approval of the holders of a majority of votes represented at the meeting and entitled to vote on the proposal is required for approval of a proposal under the Bylaws. In accordance with the voting standards set forth above, abstentions from voting on a matter by a shareholder present in person or represented by proxy at the meeting have no effect on the election of directors but have the same effect as votes “against” the other proposals. Q.

  195. What happens if an incumbent director nominee does not receive a majority of the votes cast for his or her re- election at the Annual Meeting?

    What happens if an incumbent director nominee does not receive a majority of the votes cast for his or her re- election at the Annual Meeting? A. Our Corporate Governance Guidelines provide that the Board shall nominate for election or re-election only those candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as a director, their irrevocable resignations contingent upon their failure to receive a majority of the votes cast for their election in an election that is not a contested election and the Board’s acceptance of such resignations. In the event an incumbent director fails to receive the required vote for re-election, the NCG Committee will make a recommendation to the Board as to whether to accept or reject the resignation of the incumbent director. The Board will act on the resignation, taking into account the recommendation of the NCG, and publicly disclose its decision within ninety (90) days following certification of the election results. The NCG in making its recommendation and the Board in making its decision may consider all facts and circumstances they consider relevant or appropriate in reaching their determinations. Q.