DEF 14A of Chemours Co, Mar 20, 2025

DEF 14A of Chemours Co

Filed Mar 20, 2025 · FY20240001104659-25-025816

Open on EDGAR

  1. Board Nominees Snapshot

    Board Nominees Snapshot

  2. OUR BOARD(1)

    OUR BOARD(1)

  3. OUR BOARD(1)

    | Nominee | | Principal Occupation | Independent | Age | Director Since | Committee Memberships | | | | | | | | | | | AUDIT | CLDC | EHS&O | NCG | | | George R. Brokaw | Private Investor | | 57 | New Director Nominee | | | | | | | Alister Cowan | Former CFO at Suncor Energy | | 60 | 2023 | | | | | | | Mary B. Cranston | Former Senior Partner and Chair Emeritus of Pillsbury Winthrop Shaw Pittman | | 77 | 2015 | | | | | | | Denise M. Dignam | President & CEO of Chemours | | 59 | 2024 | | | | | | | Dawn L. Farrell Board Chair | Former President and CEO of TransAlta Corporation | | 65 | 2015 | | | | | | | Pamela F. Fletcher | CEO at Sion Power | | 58 | 2024 | | | | | | | Erin N. Kane | President and CEO of AdvanSix | | 48 | 2019 | | | | | | | Joseph D. Kava | VP, Data Centers at Google | | 57 | 2025 | | | | | | | Sean D. Keohane | President and CEO of Cabot Corporation | | 57 | 2018 | | | | | | | Courtney Mather | CEO and CIO of Vision One | | 48 | New Director Nominee | | | | | | | Livingston L. Satterthwaite | Former Vice Chair and SVP, IT and Digital Services at Cummins | | 64 | 2024 | | | | | | | Leslie M. Turner | Former General Counsel of Hershey | | 67 | 2025 | | | | |

  4. OUR BOARD(1)

    - Committee member - Committee Chair - Audit Committee Financial Expert On February 13, 2025, Curtis V. Anastasio informed the Company that he will not stand for reelection at the Annual Meeting. Until the Annual Meeting, Mr. Anastasio will continue to serve as Chair of the Audit Committee. Following the conclusion of the Annual Meeting, Mr. Cowan will become the Chair of the Audit Committee. On March 9, 2025, Guillaume Pepy informed the Company that he will not stand for reelection at the Annual Meeting.

  5. OUR BOARD(1)

    | 2025 PROXY STATEMENT | | 8 |

  6. BOARD SKILLS AND CHARACTERISTICS

    BOARD SKILLS AND CHARACTERISTICS

  7. BOARD SKILLS AND CHARACTERISTICS

    | Chemical Industry | 6/12 | | COMPLEX LITIGATION AND CLASS ACTION RESOLUTION | 5/12 | | CORPORATE GOVERNANCE AND OTHER PUBLIC BOARD EXPERIENCE | 11/12 | | ENVIRONMENTAL, HEALTH, SAFETY, AND SUSTAINABILITY | 11/12 | | EXECUTIVE LEADERSHIP | 12/12 | | HUMAN CAPITAL AND TALENT MANAGEMENT | 12/12 | | INFORMATION TECHNOLOGY AND CYBERSECURITY | 8/12 | | INTERNATIONAL OPERATIONS | 12/12 | | LEGAL AND REGULATORY | 8/12 | | LOGISTICS AND SUPPLY CHAIN | 11/12 | | MARKETING AND BUSINESS DEVELOPMENT | 10/12 | | MERGERS & ACQUISITIONS AND CAPITAL MARKETS | 9/12 | | R&D AND TECHNOLOGICAL INNOVATION | 9/12 | | RISK MANAGEMENT | 12/12 | | STRATEGIC PLANNING | 12/12 |

  8. DIRECTOR NOMINEE COMPOSITION

    DIRECTOR NOMINEE COMPOSITION

  9. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS Ten current members of the Board are standing for re-election and two new nominees are standing for election, in each case, to hold office for a one-year term, or until their successors are duly elected and qualified. On February 13, 2025, Curtis V. Anastasio, a current member of the Board, informed the Company that he will not stand for re-election at the Annual Meeting. On March 9, 2025, Guillaume Pepy, a current member of the Board, informed the Company that he will not stand for re-election at the Annual Meeting. Each of the Board’s nominees has agreed to be named in this Proxy Statement and to serve if elected. Although Chemours knows of no reason why any of its nominees would not be able to serve, if any such 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.

  10. DIRECTOR QUALIFICATION PROCESS

    DIRECTOR QUALIFICATION PROCESS The NCG Committee considers potential candidates suggested by Board members, management, shareholders, search firms and others.

  11. DIRECTOR QUALIFICATION PROCESS

    | Director Qualifications | Skills, Experience and Criteria | | Our Corporate Governance Guidelines describe qualifications for directors, emphasizing the following: | The specific skills, experience and criteria the Board may consider, and which may vary over time depending on current needs, includes: | | ▪ Integrity and character ▪ Sound, independent judgment ▪ Breadth of experience ▪ Keen insight and knowledge ▪ Business acumen ▪ Significant professional accomplishments | ▪ Leadership ▪ Experience involving technological innovation ▪ Relevant industry experience ▪ Financial expertise ▪ Corporate governance and other board experience ▪ 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 ▪ Government service ▪ Legal and regulatory experience, including complex litigation ▪ Strategic planning |

  12. DIRECTOR QUALIFICATION PROCESS

    | 2025 PROXY STATEMENT | | 12 |

  13. DIRECTOR QUALIFICATION PROCESS

    Diversity in experience, qualifications and backgrounds contribute to the total mix of viewpoints and experience represented on the Board. 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 NCG 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 to be most effective in serving the long-term interests of all shareholders. The NCG Committee will not nominate for election any 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 information 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 video or teleconference. 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. 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 “2026 Annual Meeting of Shareholders — Procedures for Submitting Shareholder Proposals and Nominations” in this Proxy Statement on page 105.

  14. Board self-evaluation

    Board self-evaluation The Board is committed to effective oversight of our strategy in support of long-term shareholder value. To facilitate this, the Board and its Committees conduct a comprehensive annual self-evaluation, focusing on the Board’s overall effectiveness and identifying opportunities for performance enhancement. With the support of our General Counsel & Corporate Secretary and a third-party evaluation tool the NCG Committee is responsible for overseeing the self-evaluation process. The NCG Committee periodically reviews the topics to be addressed and the format of the evaluation to ensure robust and actionable feedback. The goal of the process is to obtain feedback from Directors regarding the performance, effectiveness and culture of the Board and its Committees. The NCG Committee utilizes anonymous surveys to gather robust feedback, which is received by its Chair and then shared with each Committee Chair for review and further discussion with their respective Committee members. Each Committee develops recommendations for any potential changes or updates in response to the received feedback, which are brought to the full Board for consideration to determine potential next steps and actions, as appropriate. In addition to the annual self-evaluation conducted by the Board and the Committees, the Board has also conducted the following additional processes: ▪ Conducted director peer assessments using an anonymous third-party evaluation tool beginning with three directors in 2024. This process will be conducted annually in a staggered process. ▪ Chair held individual meetings with each director to discuss self-improvement, Chair feedback, and overall Board effectiveness.

  15. DIRECTOR NOMINEES

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

  16. 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.

  17. DIRECTOR SKILLS, EXPERIENCE, AND BACKGROUND

    | 2025 PROXY STATEMENT | | 14 |

  18. BIOS OF DIRECTOR NOMINEES

    BIOS OF DIRECTOR NOMINEES

  19. BIOS OF DIRECTOR NOMINEES

    | GEORGE R. BROKAW | George Brokaw will bring to the Board finance and capital markets expertise, with more than three decades of experience investing and advising across a broad range of industries. Through his service on several public company boards, he has developed deep insights into strategic planning, corporate governance practices that support value creation, and effective risk management. Mr. Brokaw also has significant experience in corporate finance and mergers and acquisitions, having led transactions across global markets, including in the US, France, Germany, Japan, Korea, Canada, and Australia. His expertise includes cross-border divestitures, capital raises, leveraged buyouts, and restructurings. Mr. Brokaw holds a Bachelor’s degree from Yale University and earned a joint JD and MBA from the University of Virginia School of Law and Darden School of Business. Mr. Brokaw is a member of the New York Bar. |

  20. BIOS OF DIRECTOR NOMINEES

    | Key Skills and Experience: Investing, Mergers & Acquisitions and Capital Markets: As a private investor, a founder and former principal at a hedge fund and as Managing Director at Highbridge Principal Strategies and Perry Capital, Mr. Brokaw has more than two decades of experience as a hedge fund and private equity investor. Before that, in his role as Managing Director at Lazard Freres & Co., Mr. Brokaw advised clients on complex cross-border financial transactions, capital structure optimization and investment strategies. Risk Management: With over two decades of experience specializing in special situations investing, Mr. Brokaw offers valuable insight into risk management and the development of effective strategies that support growth and value creation opportunities. Complex Litigation and Class Action Resolution: Mr. Brokaw has overseen several special litigation committees as a board member, playing a key role in providing oversight and strategic guidance on dispute resolution and navigating complex regulatory environments. | Career Highlights: Private investor (since 2014) Highbridge Principal Strategies – Managing Director (2012 – 2014) Perry Capital LLC – Managing Director, Head of Private Equity (2005 – 2012) Lazard Freres & Co. – Managing Director, Mergers & Acquisitions (1996 – 2005) Dillon Read & Co. – Associate, Mergers & Acquisitions (1994 – 1996) Other Public Company Boards: ▪ Echostar (since 2023) ▪ CTO Realty Growth (since 2018; Vice Chairman since 2021) ▪ Alico, Inc.(since 2013; Chair 2022 – 2025) ▪ Dish Network Corporation (2013 – 2023) |

  21. BIOS OF DIRECTOR NOMINEES

    | Alister Cowan Independent Director Since: 2023 | Mr. Cowan is an accomplished executive leader with more than three decades of experience in the energy industry, including 15 years as a public company CFO. While leading Suncor Energy’s finance organization, Mr. Cowan focused on initiatives to improve capital discipline, strengthen the company’s balance sheet and return capital to shareholders. He brings a strong track record of achieving profitable growth through market cycles and global market volatility and contributes valuable insights to Board oversight of financial reporting, risk management, capital allocation strategies and corporate development. Mr. Cowan holds a Bachelor’s degree in accounting and finance from the Heriot-Watt University and is a member of The Institute of Chartered Accountants of Scotland. |

  22. BIOS OF DIRECTOR NOMINEES

    | Board Committees: ▪ Audit (Chair, following conclusion of the Annual Meeting) ▪ Environmental, Health, and Safety & Operational Performance Key Skills and Experience: Financial Expertise: As a former CFO of several energy and utility companies, Mr. Cowan has developed deep expertise in all aspects of financial reporting, risk management, corporate finance and capital markets. His experience also encompasses managing the unique challenges of the energy sector, such as commodity markets volatility, navigating the regulatory environment and leading investments in new technologies. International Operations: Acquired extensive experience in international markets through his leadership roles in multinational companies with complex global operations, as well as hands-on operational experience in Europe, New Zealand, and Canada. Strategic Planning: In his CFO capacity, Mr. Cowan oversaw strategic planning functions at both large publicly traded entities and government enterprises. As CFO of Suncor Energy, he supported the company’s integrated business model to drive a competitive advantage and improve margin capture, leading to record shareholder dividends. | Career Highlights: Suncor Energy Inc. – Executive Advisor (2023 – 2024) – CFO (2014 – 2023) Husky Energy Inc. – CFO (2008 – 2014) British Columbia Hydro and Power Authority – EVP, Finance and CFO (2004 – 2008) Direct Energy Services, Inc. – VP, Finance (2003 – 2004) TransAlta Corporation – VP and Comptroller (2000 – 2003) – CFO, TransAlta New Zealand Ltd. (1998 – 2000) – Group Treasurer (1997 – 1998) – Director, Finance (1996 – 1997) Other Public Company Boards: ▪ Smiths Group plc (since 2024) ▪ Pembina Pipeline Corporation (since 2024) Private Company Directorships and Other Organizations: ▪ Great Canadian Oil Sands Ltd. (2016) |

  23. BIOS OF DIRECTOR NOMINEES

    | 2025 PROXY STATEMENT | | 16 |

  24. BIOS OF DIRECTOR NOMINEES

    | Mary B. Cranston Independent Director Since: 2015 | Ms. Cranston is a highly regarded advisor, business leader and lawyer with substantial expertise in complex antitrust, mass tort, class action and securities law. She has received numerous recognitions for her work, including being named one of the 50 most influential and effective directors by the National Association of Corporate Directors and one of the 100 Most Influential Lawyers in America by the National Law Journal. Ms. Cranston was also inducted into the Bay Area Business Hall of Fame in 2023, which recognizes individuals for their extraordinary achievements in advancing businesses and industries in the Bay Area of California to positions of national and international prominence. During her tenure as Chair and CEO of Pillsbury Winthrop Shaw Pittman LLC, she expanded the firm into a global platform through two large mergers, more than doubling the firm’s revenue. She also oversaw efforts to innovate the client service model and streamline operations, significantly boosting the firm’s profitability. Her extensive experience as a director of global public companies allows her to provide the Board with critical insights on leading corporate governance practices, legal and regulatory risk mitigation, compliance and cybersecurity oversight. Ms. Cranston holds a Bachelor’s degree in political science from Stanford University, a Master’s degree in education from the University of California, Los Angeles and a JD from Stanford University. |

  25. BIOS OF DIRECTOR NOMINEES

    | Board Committees: ▪ Compensation and Leadership Development ▪ Nominating and Corporate Governance (Chair) Key Skills and Experience: Complex Litigation and Class Action Resolution: Ms. Cranston has advised on the economics of regulated industries and securities litigation, has litigated over 300 class actions in state and federal courts and is widely considered an expert on procedural and trial issues and all aspects of class action settlements. Ms. Cranston was inducted into the American College of Trial Lawyers, an honor reserved for the top trial lawyers in the United States. Ms. Cranston has also had a lead role during her service on the Board of Chemours in overseeing liability management and resolution efforts since Chemours’ launch as a publicly traded company. Mergers & Acquisitions and Capital Markets: Ms. Cranston has over 30 years of experience advising Fortune 100 companies on M&A transactions. During her tenure as CEO of Pillsbury, she expanded the firm from a regional California base to a global platform through mergers with New York- and D.C.-based law firms and the addition of seven offices. In board roles throughout her career, Ms. Cranston has also overseen major acquisitions, both from the acquiree and acquirer sides. Human Capital and Talent Management: Acquired experience throughout her senior executive leadership roles overseeing the operations of a global law firm. Ms. Cranston’s accomplishments include aligning talent management and growth strategies, leading change management and post-merger integration efforts, and driving employee engagement initiatives. | Career Highlights: Pillsbury Winthrop Shaw Pitman LLP – Senior Partner and Chair Emeritus (2007 – 2011) – Chair and CEO (1999 – 2006) Other Public Company Boards: ▪ TPG Inc. (since 2022) ▪ McAfee Corp. (2018 – 2022) ▪ Visa Inc. (2007 – 2022) ▪ MyoKardia, Inc. (2016 – 2020) ▪ Juniper Networks, Inc. (2007 – 2015) ▪ Exponent, Inc. (2010 – 2014) ▪ International Rectifier Corporation (Infineon Technologies AG) (2008 – 2014) ▪ GrafTech International Ltd. (2000 – 2014) Private Company Directorships and Other Organizations: ▪ Go Health Urgent Care (since 2021) ▪ Boardspan, Inc. (since 2016) ▪ CSAA Insurance Group (2006 – 2023) ▪ Stanford University Board of Trustees (2000 – 2010) |

  26. BIOS OF DIRECTOR NOMINEES

    | Denise M. Dignam President and CEO Director Since: 2024 | Ms. Dignam is an accomplished leader in the global chemicals sector with a strong track record of operational excellence and transformational leadership. She has been with Chemours since its launch as a publicly traded company. Prior to that, she spent over 26 years at DuPont, where she held several executive leadership roles overseeing various product divisions. Over her tenure at Chemours, she has refocused and strengthened its product portfolios with meaningful growth opportunities to accelerate value creation. Prior to becoming the Company’s CEO, she led Chemours’ Titanium Technologies (“TT”) and Advanced Performance Materials (“APM”) segments, which together represented over 68% of Chemours’ net sales in 2023. During her tenure, she drove business transformation through significant operational savings, customer value initiatives, and enhancements to resource utilization across the manufacturing process. She brings a valuable perspective to the Board on the Company’s business strategy, operations, talent priorities and sustainability initiatives. Ms. Dignam holds a Bachelor’s degree in chemical engineering from Drexel University. |

  27. BIOS OF DIRECTOR NOMINEES

    | Key Skills and Experience: Chemical Industry: Developed significant experience of more than 35 years in the chemicals sector, where she has held senior leadership roles across a range of critical functions, including operations, sales and marketing, commercialization, and global supply chain management. Strategic Planning: Demonstrated significant acumen in developing corporate strategy throughout her leadership of Chemours’ largest business segments. While President of the APM segment, Ms. Dignam successfully restructured the Company’s product offerings, expanding access to global markets, developing clean energy and advanced electronics lines to address customer priorities and accelerate growth, and unlocking operational efficiencies to drive profitability. Logistics and Supply Chain: Gained significant experience managing complex multinational operations, supply chains, and logistics through her leadership roles at DuPont and Chemours, where she oversaw global supply chain management and operations of Fluoroproducts divisions. | Career Highlights: The Chemours Company – President and CEO (since 2024) – President, Titanium Technologies (2023 – 2024) – President, Advanced Performance Materials (2021 – 2023) – VP, Global Operations, Fluoroproducts (2019 – 2021) – Global Senior Business Director, Fluoropolymers (2016 – 2019) – North American Business Director, Fluoropolymers (2015 – 2016) DuPont – Director of Global Supply Chain, Fluoroproducts (2013 – 2014) – Global Business Manager, Sulfur Products (2009 – 2013) – Global Sales Manager, Clean Technologies (2007 – 2009) – Variety of management positions (1988 – 2007) Other Public Company Boards: ▪ Kulicke & Soffa Industries, Inc. (since 2023) Private Company Directorships and Other Organizations: ▪ American Chemistry Council (since 2024) ▪ National Mining Association (since 2023) ▪ Society of Chemical Industry America (since 2024) ▪ United States Chamber of Commerce (2022 – 2023) |

  28. BIOS OF DIRECTOR NOMINEES

    | 2025 PROXY STATEMENT | | 18 |

  29. BIOS OF DIRECTOR NOMINEES

    | Dawn L. Farrell Chair of the Board Independent Director Since: 2015 | Mrs. Farrell has spent more than three decades in the energy sector in a variety of positions, including senior executive roles at Trans Mountain, British Columbia Hydro and Power Authority and TransAlta. Most recently, she served as President and CEO of Trans Mountain, transitioning to Board Chair in 2024. Over her tenure she oversaw the successful completion of the Trans Mountain Expansion Project, expanding the country’s only pipeline system to transport oil products to the West Coast, enabling Canadian energy companies to reach global markets. Mrs. Farrell brings to the Chemours Board a robust track record of successfully overseeing complex projects, a deep understanding of regulatory processes, and the ability to build effective stakeholder relations. Mrs. Farrell holds a Bachelor’s degree in Commerce and a Master’s degree in Economics from the University of Calgary. She received an Honorary Doctor of Laws from Mount Royal University. |

  30. BIOS OF DIRECTOR NOMINEES

    | Key Skills and Experience: Strategic Planning: Proven ability to execute business transformations over 35 years in the energy sector, serving in a variety of senior executive leadership roles and leading the evolution of TransAlta from coal-fired electrical generation to a renewables-focused leader in the power industry. Environmental, Health, Safety and Sustainability: Deep understanding of the energy transition strategies and sustainability compliance requirements for energy companies, as well as leadership experience building a safety-first operations culture. Legal and Regulatory: Significant experience acquired from navigating TransAlta through the final stages of electricity de-regulation in Alberta and leading the realignment of the company’s strategy in response to consequential regulatory shifts. As a member and Independent Director of the Chemours Board, Mrs. Farrell has led oversight of liability management and resolution efforts since Chemours’ launch as a publicly traded company. | Career Highlights: Trans Mountain Corporation – President and CEO (2022 – 2024) TransAlta Corporation – President and CEO (2012 – 2021) – COO (2009 – 2011) – Executive Vice President, Commercial Operations and Development (2007 – 2009) British Columbia Hydro and Power Authority – Executive Vice President, Generation (2003 – 2006) Other Public Company Boards: ▪ ATCO Ltd. (since 2025) ▪ Portland General Electric (“PGE”) (since 2022) ▪ Canadian Natural Resources, LTD. (2021 – 2022) Private Company Directorships and Other Organizations: ▪ Trans Mountain Corporation (since 2024) ▪ Mount Royal University, Chancellor (2020 – 2024) |

  31. BIOS OF DIRECTOR NOMINEES

    | Pamela F. Fletcher Independent Director Since: 2024 | Ms. Fletcher brings deep expertise driving innovation to create shareholder value in the automotive and transportation industries, key end markets for Chemours. With a career spanning three decades, she has focused on cutting-edge clean energy technologies and brings a successful track record of developing and growing new business lines, expanding markets, and innovating products to meet customer demands. In her current role as CEO at Sion Power Corporation, Ms. Fletcher is leading the development of next-generation lithium-ion rechargeable batteries. Previously, she served as the SVP and Chief Sustainability Officer of Delta Airlines, where she developed the aviation industry’s leading sustainability strategy, focusing on reducing Delta’s climate impact and embedding eco-friendly practices throughout the company. As the leader of General Motors’ (“GM”) Global Innovation organization, she spearheaded the development and commercialization of new mobility products and solutions. Her extensive experience with leading global companies enables her to provide critical insights to the Board, particularly in overseeing strategic growth initiatives, go-to-market strategies, and the Company’s sustainability risks and impact management initiatives. Ms. Fletcher holds a Bachelor’s degree in engineering from Kettering University and a Master’s degree in engineering from Wayne State University. |

  32. BIOS OF DIRECTOR NOMINEES

    | Board Committees: ▪ Compensation and Leadership Development ▪ Nominating and Corporate Governance Key Skills and Experience: R&D and Technological Innovation: In her executive roles, Ms. Fletcher has applied her foundational engineering background to develop leading-edge enhancements to complex technological systems. While at GM, she played a substantial role in engineering the company’s electric vehicle offerings, including the Chevrolet Volt and the Chevrolet Bolt, the industry’s first long range, affordable EV, as well as its autonomous vehicle technology “Super Cruise.” Environmental, Health, Safety, and Sustainability: While leading Delta Air Lines’ sustainability organization, Ms. Fletcher developed extensive environmental and climate experience, accelerating the company’s decarbonization efforts through innovative emissions reduction initiatives in both the aviation fleet and ground support fleet. Risk Management: Ms. Fletcher gained extensive experience in managing risks related to evolving market dynamics, consumer preferences, regulatory landscapes and supply chain challenges for EVs and new automotive technologies through her current CEO role and leadership positions at GM. | Career Highlights: Sion Power Corporation – CEO (since 2024) Delta Air Lines – SVP, Chief Sustainability Officer (2022 – 2023) General Motors – VP, Global Innovation (2018 – 2022) – VP, Electric Vehicles (2017 – 2018) – Executive Chief Engineer, Autonomous and Electric Vehicles and New Technology (2012 – 2016) – Chief Engineer, Chevrolet Volt Propulsion System (2008 – 2011) – Assistant Chief Engineer Hybrid and Electrified Vehicles (2005 – 2007) Other Public Company Boards: ▪ Lumentum Holdings (since 2023) ▪ Coherent Inc. (2017 – 2022) Private Company Directorships and Other Organizations: ▪ University of North Carolina Charlotte College of Engineering, Advisory Board member (since 2000) |

  33. BIOS OF DIRECTOR NOMINEES

    | 2025 PROXY STATEMENT | | 20 |

  34. BIOS OF DIRECTOR NOMINEES

    | Erin N. Kane Independent Director Since: 2019 | Ms. Kane brings to the Board more than two decades of executive leadership experience in the chemical industry. In her current role as President and CEO of AdvanSix, she led the company through a spin-off into an independent public company and subsequent transformation into a diversified chemistry company. The company plays a critical role in global supply chains, serving approximately 400 customers spanning a wide range of industries worldwide, including building and construction, fertilizers, agrochemicals, plastics, solvents, packaging, paints, coatings, adhesives and electronics. With a strong track record of driving operational excellence and sustainability initiatives, along with deep understanding of engineering, technology, health, safety, and environmental matters, Ms. Kane enhances the Board’s oversight of key risks, capital allocation, operational performance and strategic priorities. Ms. Kane holds a Bachelor’s degree in chemical engineering from Bucknell University. |

  35. BIOS OF DIRECTOR NOMINEES

    | Board Committees: ▪ Audit ▪ Compensation and Leadership Development ▪ Environmental, Health, and Safety & Operational Performance (Chair) Key Skills and Experience: Chemical Industry: Gained through her executive leadership roles with Honeywell’s chemicals and materials businesses and as CEO of AdvanSix, a vertically integrated manufacturer of diverse chemical products. Marketing and Business Development: Led strategic growth initiatives and fostered key client relationships at Honeywell to enhance the company’s market positioning. Her expertise has also proven instrumental at AdvanSix, which was recently awarded a U.S. federal grant supporting the expansion of innovative American fertilizer production to strengthen domestic supply chains of fertilizers and create economic opportunities for American businesses. R&D and Technological Innovation: Significant experience acquired throughout her early career and later applied throughout her leadership roles at chemicals companies. At AdvanSix, Ms. Kane has been responsible for high-return investments in R&D efforts, developing innovative products that meet the highest safety standards and supporting customers with more sustainable products made from post-industrial recycled nylon resin. | Career Highlights: AdvanSix – President and CEO (since 2016) Honeywell – VP and General Manager, Resins and Chemicals (2014 – 2016) – Business Director, Chemical Intermediates (2011 – 2014) – Global Marketing Manager, Resins and Chemicals (2008 – 2011) and Authentication Technologies (2006 – 2008) – Product Marketing Manager, Specialty Additives (2004 – 2006) – Six Sigma Black Belt, Specialty Materials (2002 – 2004) Kvaerner Process and Elementis Specialties – Process Engineer (1999 – 2002) Other Public Company Boards: ▪ AdvanSix Inc. (since 2016) Private Company Directorships and Other Organizations: ▪ Manufacturers Alliance (since 2023) ▪ American Chemistry Counsel (since 2017) |

  36. BIOS OF DIRECTOR NOMINEES

    | Joseph D. Kava Independent Director Since: 2025 | Mr. Kava is a seasoned executive with over 30 years of experience in the commercial data center and semiconductor industries. In his current role at Google, he focuses on innovation, operations management, customer relations, and information technology. Over the course of his career, he has consistently demonstrated a successful track record of transforming business operations to drive growth and profitability. His extensive executive career in managing global data centers — a key growth area for Chemours — brings deep understanding of operations, design, construction, and new product integration. Mr. Kava’s expertise enhances the Board’s oversight of business strategy, particularly high-growth end markets, customer experience, and operationalizing innovative technologies. Mr. Kava received a Bachelor’s degree in Materials Engineering from California Polytechnic State University, San Luis Obispo. He holds four U.S. patents for his work in reactive ion and plasma etch technology. |

  37. BIOS OF DIRECTOR NOMINEES

    | Board Committees: ▪ Audit ▪ Nominating and Corporate Governance Key Skills and Experience R&D and Technological Innovation: In his leadership roles at Google and Applied Materials, Mr. Kava has gained extensive experience in developing and implementing strategies to scale hardware infrastructure and drive adoption of innovative information systems and technologies that support operational efficiencies and business growth. Global Operations: Mr. Kava has acquired extensive global operational experience through his executive leadership roles, including his current position at Google, where he oversees operations and supply chain for the company’s global data centers Previously, at Applied Materials, he was responsible for worldwide operations and several product groups for the corporate Information Technology organization. Environmental, Health, Safety, and Sustainability: In his current role at Google, Mr. Kava oversees environmental, health and safety programs for data centers, and has led implementation of cutting-edge designs and engineering projects to drive industry-leading efficiency and sustainability performance. | Career Highlights: Google – VP, Data Centers (since 2008) RagingWire Enterprise Solutions – COO (2006 – 2008) Applied Materials – Managing Director, Global Operations, eBusiness Solutions (2003 – 2006); Business Management, Etch Product Group (2002 – 2003) – Senior Director, Head, Service Operations, Etch Product Group (2000 – 2002) – Director, Field Operations and Product Support, Etch Product Group (1998 – 2000) – Variety of engineering roles, Etch Product Group (1992 – 1998) LSI Logic – Process Engineer, Etch Engineering Group (1991 – 1992) Other Public Company Boards: ▪ None Private Company Directorships and Other Organizations: ▪ The Sean Brock Foundation (since 2014) ▪ The Tech Interactive (since 2012) |

  38. BIOS OF DIRECTOR NOMINEES

    | 2025 PROXY STATEMENT | | 22 |

  39. BIOS OF DIRECTOR NOMINEES

    | Sean D. Keohane Independent Director Since: 2018 | Mr. Keohane contributes to the Board his deep knowledge of the global chemicals industry and a proven track record of building high performing organizations with global operations. As CEO of Cabot Corporation, he successfully led the company through significant industry-wide challenges, including demand volatility during the pandemic, geopolitical risks and global supply chain realignment, achieving record earnings and a significant appreciation in shareholder value during his tenure. He also oversaw significant enhancements to the company’s safety and sustainability efforts, including the launch of a sustainable solutions technology platform and the achievement of rigorous sustainability certifications for multiple international sites. Mr. Keohane’s extensive expertise in commercializing technology, risk management, financial strategies and investor relations offers valuable perspectives to the Board in overseeing the Company’s growth strategy and stakeholder management. Mr. Keohane holds a Bachelor’s degree in finance from Providence College and an MBA from Harvard University. |

  40. BIOS OF DIRECTOR NOMINEES

    | Board Committees: ▪ Compensation and Leadership Development (Chair) ▪ Nominating and Corporate Governance Key Skills and Experience: Chemical Industry: Acquired a deep understanding of the global chemicals industry over two decades of leadership experience in specialty chemicals and performance materials companies. As CEO of Cabot Corporation, he oversees a diverse portfolio of performance chemical products that serve a wide range of applications and end markets, including automotive, construction and consumer products. International Operations: Brings significant expertise in complex global operations, supply chains, and end markets from Cabot, where he oversees manufacturing facilities and operations in 20 countries outside the U.S., including a substantial in-country manufacturing and sales presence in China. R&D and Technological Innovation: Gained extensive experience driving innovation to meet evolving customer performance requirements and enhance sustainability. At Cabot, Mr. Keohane recently oversaw the opening of a new battery technology center in Europe and the launch of a new additive component to enhance lithium-ion battery performance, both designed to meet growing global demand for electric vehicles. | Career Highlights: Cabot Corporation – President and CEO (since 2016) – EVP and President, Reinforcement Materials (2014 – 2016) – SVP (2012 – 2014), President (2008 – 2014) and General Manager (2003 – 2008), Performance Chemicals – Global Marketing Director, Carbon Black (2002 – 2003) United Technologies – Variety of management positions, Pratt & Whitney (1996 – 2002) Other Public Company Boards: ▪ Cabot Corporation (since 2016) Private Company Directorships and Other Organizations: ▪ American Chemistry Council (since 2016) ▪ Board of Trustees of Dexter Southfield School (since 2018) ▪ Trustee of The Boston Latin School Association (since 2015) |

  41. BIOS OF DIRECTOR NOMINEES

    | Courtney R. Mather | Mr. Mather will bring to the Board significant business and financial expertise and experience providing strategic advice and guidance to companies, and will contribute valuable insights to the Board’s oversight of financial reporting, risk management and capital allocation. In addition, Mr. Mather’s investor perspective and track record of helping public companies build long-term value will further strengthen the Board’s focus on shareholder value creation. Mr. Mather holds a BA from Rutgers College. Mr. Mather holds the Chartered Alternative Investment Analyst, Chartered Financial Analyst and Certified Financial Risk Manager designations. |

  42. BIOS OF DIRECTOR NOMINEES

    | Key Skills and Experience: Financial Expertise: Mr. Mather brings a deep knowledge of accounting and financial analysis, corporate strategy, company capitalization structures and the capital markets, including from his tenure at Goldman Sachs, where he served most recently as Managing Director of private credit trading and investing, where he identified investment opportunities for both Goldman Sachs and clients. Investor Perspective: Mr. Mather provides a first-hand investor perspective and a long track record of supporting and driving value creation at portfolio companies. Corporate Governance: Mr. Mather has strong public board and corporate governance experience, developed through board roles at multiple public companies across a variety of industries over a period of more than ten years and his experience serving on standing board committees. | Career Highlights: Vision One Fund, LP – Chief Executive Officer and Chief Investment Officer (since 2021) Icahn Capital LP – Portfolio Manager and Managing Director (2014 to 2020) Goldman Sachs & Co. LLC (1998 to 2012) – Managing Director Other Public Company Boards: ▪ Caesars Entertainment Corporation (since 2019) ▪ Triumph Group, Inc. (since 2023) ▪ Newell Brands Inc. (2018 to 2024) ▪ Cheniere Energy Inc. (2018 to 2021) ▪ Conduent Inc. (2016 to 2021) ▪ Herc Holdings Inc. (2016 to 2019) ▪ Freeport-McMoRan Inc. (2015 to 2019) ▪ Federal-Mogul Holdings Corporation (2015 to 2017) ▪ Viskase Companies, Inc. (2015 to 2016) ▪ American Railcar Industries Inc. (2014 to 2016) ▪ CVR Refining LP (2014 to 2016) ▪ CVR Energy Inc. (2014 to 2016) |

  43. BIOS OF DIRECTOR NOMINEES

    | 2025 PROXY STATEMENT | | 24 |

  44. BIOS OF DIRECTOR NOMINEES

    | Livingston L. Satterthwaite Independent Director Since: 2024 | Mr. Satterthwaite has extensive experience in the global industrial technology manufacturing and power generation industries and brings a strong track record of driving innovation and business growth. He spent over 35 years with Cummins, a global leader in manufacturing power technology, holding numerous leadership positions across the company’s global businesses and operations, including 14 years in managerial and sales positions in Europe and Asia. As a leader of Cummins’ Power Generation business, Mr. Satterthwaite drove strong top- and bottom-line growth, led several successful product launches, expanded the business internationally and pushed the company to enter the data center market. He brings to the Board a deep understanding of international operations, differentiated customer engagement strategies, information technology oversight and product innovation. Mr. Satterthwaite holds a Bachelor’s degree in civil engineering from Cornell University and an MBA from Stanford University. |

  45. BIOS OF DIRECTOR NOMINEES

    | Board Committees: ▪ Compensation and Leadership Development ▪ Environmental, Health, and Safety & Operational Performance Key Skills and Experience: Logistics and Supply Chain: Gained expertise in complex multinational supply chain, operations and logistics through his roles as President and COO of Cummins and as head of its Distribution business, overseeing 600 global locations in the distribution of products and aftermarket services to customers across six continents. Information Technology and Cybersecurity: Developed expertise throughout his tenure leading the Information Technology and Digital Corporate teams at Cummins, responsible for aligning business units across IT and digital products and services. Environmental, Health, Safety, and Sustainability: Acquired skill overseeing health, safety, and environmental programs for complex manufacturing operations while leading Cummins’ Power Generation business, where he also drove clean energy innovations in generators and diesel engine technology. | Career Highlights: Cummins, Inc. – SVP, Information Technology and Digital Services (2022 – 2024) – Vice Chair (2021 – 2022) – President and COO (2019 – 2021) – President, Distribution Business (2015 – 2019) and Power Generation (2008 – 2015) – Various leadership roles (1988 – 2008) Schlumberger – General Field Engineer (1983 – 1986) Other Public Company Boards: ▪ Amprius Technologies, Inc. (since 2024) ▪ Atmus Corporation (2022 – 2024) ▪ IDEX Corporation (since 2011) Private Company Directorships and Other Organizations: ▪ National Association of Manufacturers (2020 – 2024) ▪ Cummins Foundation (2009 – 2024) ▪ Cornell Engineering Advisory Committee (2017 – 2023) |

  46. BIOS OF DIRECTOR NOMINEES

    | Leslie M. Turner Independent Director Since: 2025 | Ms. Turner is an accomplished legal executive with more than three decades of experience providing strategic and policy counsel to corporate and government leaders. She has a strong track record of aligning legal and financial strategy with business and growth objectives, effectively navigating global and geopolitical risks, and managing stakeholder relations. Having served as the General Counsel for both The Hershey Company and Coca-Cola North America, Ms. Turner has advised global growth and market entry strategies, supply chain resiliency, global partnerships and public policy. She has also overseen global political affairs during her tenure as Assistant Secretary of the Office of Territorial and International Affairs for the U.S. Department of the Interior. Ms. Turner holds a Bachelor of Science from New York University, a JD from Georgetown University Law Center, and a Master of Laws in Law and Government from American University’s Washington College of Law. |

  47. BIOS OF DIRECTOR NOMINEES

    | Board Committees: ▪ Compensation and Leadership Development Committee ▪ Nominating and Corporate Governance Committee Key Skills and Experience: Strategic Planning: Through her executive positions at Fortune 500 companies, Ms. Turner has overseen M&A, market, and geographical footprint expansion strategies that contributed shareholder value creation. Legal and Regulatory: As a seasoned legal professional in both the public and private sector, Ms. Turner has significant experience in public affairs and promoting corporate governance best practices to steward company brands, reputation, compliance, and business impact initiatives for sustained growth. She started her career as a litigator at a leading law firm, representing clients in complex litigation and class action matters. Risk Management: By spearheading the risk management function of large consumer brands, Ms. Turner oversaw enterprise risk management strategies, encompassing all aspects of business operations such as human capital management and environmental impact. At Coca-Cola North America, Ms. Turner oversaw sustainability efforts within the company’s supply chain framework. | Career Highlights: The Hershey Company – SVP, General Counsel (2012 – 2018) Coca-Cola North America – General Counsel (2008 – 2012) – Associate General Counsel, Bottling Investments Group (2006 – 2008) United States Department of the Interior – Associate Counselor to Secretary and Director, Office of Intergovernmental Affairs (1995 – 1996) – Assistant Secretary, Office of Territorial and International Affairs (1993 – 1995) Akin Gump, Strauss, Hauer & Feld, L.L.P. – Of Counsel and Partner (1996 – 2006) – Associate (1986 – 1993) Other Public Company Boards: ▪ FirstEnergy Corporation (since 2018) Private Company Directorships and Other Organizations: ▪ Georgetown University Law Center, Board of Visitors (since 2012; Chair 2021 – 2023) ▪ Georgetown University, Board of Regents (since 2019) ▪ Stillman College (2017 – 2023) ▪ Manor College (since 2021) ▪ The Bay Park Conservancy (since 2020) |

  48. BIOS OF DIRECTOR NOMINEES

    | 2025 PROXY STATEMENT | | 26 |

  49. DIRECTOR NOMINEE SKILLS MATRIX

    DIRECTOR NOMINEE SKILLS MATRIX 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.

  50. DIRECTOR NOMINEE SKILLS MATRIX

    | | GEORGE R. BROKAW | ALISTER COWAN | MARY B. CRANSTON | DENISE M. DIGNAM | DAWN L. FARRELL | PAMELA F. FLETCHER | ERIN N. KANE | JOSEPH D. KAVA | SEAN D. KEOHANE | COURTNEY MATHER | LIVINGSTON L. SATTERWAITE | LESLIE M. TURNER | | Chemical Industry | | | | | | | | | | | | | | Complex Litigation and Class Action Resolution | | | | | | | | | | | | | | Corporate Governance and Other Public Board Experience | | | | | | | | | | | | | | Environmental, Health, Safety, and Sustainability | | | | | | | | | | | | | | Executive Leadership | | | | | | | | | | | | | | Human Capital and Talent Management | | | | | | | | | | | | | | Information Technology and Cybersecurity | | | | | | | | | | | | | | International Operations | | | | | | | | | | | | | | Legal and Regulatory | | | | | | | | | | | | | | Logistics and Supply Chain | | | | | | | | | | | | | | Marketing and Business Development | | | | | | | | | | | | | | Mergers & Acquisitions and Capital Markets | | | | | | | | | | | | | | R&D and Technological Innovation | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | Strategic Planning | | | | | | | | | | | | |

  51. DIRECTOR NOMINEE SKILLS MATRIX

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

  52. Director Compensation

    Director Compensation Non-employee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of shareholders. The NCG Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation. During fiscal year 2024 non-employee directors were entitled to the following annual retainers:

  53. Director Compensation

    | Fiscal Year 2024 Director Retainers | | | Annual Retainer(1) | $105,000 | | Annual Equity Award(2) | $160,000 | | Non-Executive Chair Retainer(1) | $150,000 | | Audit Committee Chair Retainer(1) | $22,500 | | Compensation and Leadership Development Committee Chair Retainer(1) | $17,500 | | Nominating and Corporate Governance Committee Chair Retainer(1) | $17,500 | | Environmental, Health, and Safety & Operational Performance Committee Chair Retainer(1) | $17,500 |

  54. Director Compensation

    (1) Amounts payable in cash may be deferred pursuant to The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (the “Directors Deferred Compensation Plan”), which is described further below. (2) Equity awards are valued as of the grant date and rounded down to the nearest whole share. Equity awards may be deferred pursuant to Directors Deferred Compensation Plan. For 2024, equity awards were in the form of shares of common stock or for directors who elected to defer their equity awards, deferred stock units (“DSUs”) that convert into shares of common stock when a director leaves the Board or on a grant date anniversary selected by the director. Before DSUs are converted into shares, directors are not entitled to dividends on the DSUs, but they receive dividend equivalents (credited in the form of additional DSUs) that likewise are converted into shares (with any fractional share paid in cash) upon termination of service or on a grant date anniversary selected by the director. The fees reflected in the table above assume service for a full year. The Company does not pay meeting fees but does pay for or reimburse directors for reasonable expenses related to Board service, including for attending Board, Committee, educational and Company business meetings. During 2023, the NCG Committee reviewed and recommended to the Board the annual amount of the non-employee director equity and cash compensation. It recommended, and the Board approved an annual retainer of $105,000, beginning January 1, 2024, and an annual equity award in the amount of $160,000, effective April 26, 2023. The Board believes the compensation program is in the best interest of the Company and designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of shareholders. The Board has adopted share ownership guidelines applicable to non-employee director equity awards. The share ownership guidelines, contained in the Corporate Governance Guidelines, require non-employee directors to hold at least six (6) times the cash portion of their annual retainer worth of Chemours common stock and/or DSUs while serving as a director. Non- employee directors will have five (5) years to attain this ownership threshold from the time of their election to the Board. All of our non-employee directors either already meet the share ownership guidelines or are on-track to meet the share ownership guidelines by their fifth (5th) anniversary on the Board.

  55. Director Compensation

    | 2025 PROXY STATEMENT | | 42 |

  56. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE The following table shows information concerning the compensation earned in fiscal year 2024 to non-employee directors:

  57. 2024 DIRECTOR COMPENSATION TABLE

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Curtis V. Anastasio | 127,500 | 160,000 | | 287,500 | | Alister Cowan | 105,000 | 160,000 | | 265,000 | | Mary B. Cranston | 122,500 | 160,000 | | 282,500 | | Dawn L. Farrell | 255,000 | 160,000 | | 415,000 | | Pamela F. Fletcher(3) | 105,000 | 199,985 | | 304,985 | | Erin N. Kane | 122,500 | 160,000 | | 282,500 | | Sean D. Keohane | 122,500 | 160,000 | | 282,500 | | Guillaume Pepy | 105,000 | 160,000 | | 265,000 | | Sandra P. Rogers(4) | 52,500 | | | 52,500 | | Livingston L. Satterthwaite(5) | 52,500 | 160,000 | | 212,500 |

  58. 2024 DIRECTOR COMPENSATION TABLE

    (1) Column reflects all cash compensation earned during fiscal year 2024, 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 2024. 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 — $27.50 on May 8, 2024 and $18.72 on August 6, 2024. (3) Ms. Fletcher was appointed to the Board on March 1, 2024. (4) Ms. Rogers resigned from the Board on May 21, 2024. Mr. Satterthwaite was appointed to the Board on June 12, 2024. The aggregate number of DSUs held by each non-employee director at fiscal year-end is as follows:

  59. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Aggregate Awards (DSUs) Outstanding as of December 31, 2024 | | Curtis V. Anastasio | 79,049 | | Alister Cowan | 11,534 | | Mary B. Cranston | 73,782 | | Dawn L. Farrell | 77,649 | | Pamela F. Fletcher | 10,291 | | Erin N. Kane | 50,226 | | Sean D. Keohane | 43,169 | | Guillaume Pepy | 12,738 | | Sandra P. Rogers | 0 | | Livingston L. Satterthwaite | 8,782 |

  60. 2024 DIRECTOR COMPENSATION TABLE

    | 2025 PROXY STATEMENT | | 44 |

  61. Overview of Board Actions

    Overview of Board Actions The primary focus of this CD&A is to detail the executive compensation program and decisions made by our CLDC for fiscal year 2024. 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 Chief Executive Officer — Denise Dignam — and an interim Chief Financial Officer — Matthew Abbott. Ms. Dignam was subsequently appointed President and Chief Executive Officer on March 22, 2024. Mr. Abbott was subsequently appointed Senior Vice President and Chief Enterprise Transformation Officer, effective as of July 1, 2024. On May 31, 2024, the Board appointed Shane Hostetter as Chief Financial Officer, effective as of July 1, 2024. The CLDC, with the assistance of its independent compensation consultant, engaged in a comprehensive evaluation of metrics for fiscal year 2024 with respect to both cash and equity incentive compensation programs. While cash flow remains an important measure of Company performance, the CLDC approved moving to two cash flow-related metrics in the plan to better assess and incentivize management but reduced the overall weighting towards cash flow in the plan. Specifically, the Committee approved the use of corporate level Discretionary Free Cash flow and Average Net Working Capital Days measured across 12 months in order to better encourage continual improvement in our cash management. The metrics have a combined weight of 20%. Business Unit (“BU”) level cash flow metrics were removed from the plan. In addition to the above AIP changes, the CLDC approved an adjustment to the BU focus of the plans to strategically align the organization with a “One Chemours” approach by implementing 80% common Corporate metrics. The primary focus is on Chemours Adjusted EBITDA, which now accounts for 50% of the bonus weight. This change underscores the Company’s commitment to driving financial performance and operational efficiency as a unified entity. By prioritizing Adjusted EBITDA, Chemours aims to enhance profitability and shareholder value, ensuring that incentives are closely linked to the Company’s core financial goals. The 2024 – 2026 Long-Term Incentive Plan (“LTIP”) was also modified to reinforce capital efficiency and create greater shareholder alignment by transitioning the Performance Share Units (“PSUs”) metric from Adjusted Net Income to Economic Value Added (“EVA”). This change emphasizes the importance of effective capital utilization, positioning management to prioritize decisions that enhance long-term returns above the cost of capital consistent with sustainable growth in shareholder value. The EVA metric now holds a significant weight of 70% in the PSUs, underscoring its priority within the incentive structure. Meanwhile, Relative Total Shareholder Return (“rTSR”) continues to be part of the plan but with a slightly reduced emphasis, moving from a 40% to a 30% weight. This adjustment recognizes the importance of absolute growth on a metric over which management has more direct impact while preserving rewards for relative shareholder value creation.

  62. EXECUTIVE COMPENSATION PHILOSOPHY

    | ELEMENT | PURPOSE AND KEY FEATURES | | 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”) | ▪ Equity-based incentives earned and awarded periodically in various forms: 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 time ▪ Rewards executives for delivering total shareholder return |

  63. 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 (“LTI”) 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 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 | |

  64. 2024 AIP Design

    2024 AIP Design The CLDC, with the assistance of its independent compensation consultant, engaged in a comprehensive evaluation of metrics for fiscal year 2024 with respect to both cash and equity incentive compensation programs. Cash flow remains an important measure of Company performance, and the CLDC approved the use of two cash flow related metrics in the plan. Specifically, the Committee approved the use of corporate level Discretionary Free Cash Flow and Average Net Working Capital Days. The metrics have a combined 20% weight. This is a considerable reduction in weight from prior year’s plans. Additionally, BU level measures of cash flow were removed from the plan. While cash flow remains an important measure of Company performance, the CLDC approved moving to two cash flow-related metrics in the plan to better assess and incentivize management, but reduced the overall weighting towards cash flow in the plan. Specifically, the Committee approved the use of corporate level Discretionary Free Cash flow and Average Net Working Capital Days is measured across 12 months which better encourages continual improvement in our cash management. The metrics have a combined weight of 20%. BU level cash flow metrics were removed from the plan. In addition to the above AIP changes, the CLDC approved an adjustment to the plans to strategically align the organization with the “One Chemours” approach by implementing 80% common Corporate metrics and reducing the weight on each individual BU for our NEOs. The primary focus is on Chemours Adjusted EBITDA, which now accounts for 50% of the bonus weight. This change underscores the Company’s commitment to driving financial performance and operational efficiency as a unified entity. By prioritizing Adjusted EBITDA, Chemours aims to enhance profitability and shareholder value, ensuring that incentives are closely linked to the Company’s core financial goals. 20% of each executive’s plan contain a metric to drive specific focus for that executive. For TT it was Cost of Manufacturing, for TSS it was Opteon™ refrigerants. Revenue, and for APM it was BU EBITDA. The Corporate functions focused on cost as a metric in their plan. Additionally, consistent with the Company’s 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 2024, we focused on progress toward improving our Great Place to Work score and our energy efficiency. The maximum bonus opportunity for the NEOs remained 200%.

  65. 2024 AIP Results

    2024 AIP Results As detailed in the “2024 Business Highlights,” 2024 was a year of transition for Chemours as the Company experienced a senior leadership transition while also establishing a new strategic framework under Pathway to

  66. 2024 AIP Results

    | 2025 PROXY STATEMENT | | 54 |

  67. 2024 AIP Results

    Thrive. As a part of its annual financial performance, Chemours drove double-digit growth in the Opteon™ refrigerants portfolio, resulting in record results for TSS’s third and fourth quarter in 2024, while also experiencing volume stability in the TT segment. The APM portfolio faced continued end-market weakness, concentrated in its hydrogen and other economically-sensitive end-markets, but was able to complete its Teflon™ PFA expansion providing for growth opportunities in semiconductor end-markets as a part of the Company’s focus to pursue selective growth in key end markets. While unfavorable factors impacted financial performance, Chemours provided added clarity around its business priorities under Pathway to Thrive emphasizing its resolve to deliver long-term shareholder value. As a result, the AIP had a mixed outcome. The Corporate AIP achievement was 84.3%. The AIP outcome for each of the business segments reflected their business results achieving TT 59.6%, TSS 75.6%, and APM 56.4% of overall targeted AIP metrics.

  68. 2024 – 2026 LTIP Design

    2024 – 2026 LTIP Design The 2024 – 2026 LTIP structure maintained an equal weighting among PSUs, PSOs, NQSOs, and RSUs. The PSU portion of the plan was enhanced to reinforce capital efficiency and create greater shareholder alignment by transitioning from Adjusted Net Income to EVA as a plan metric. This change emphasizes the importance of effective capital utilization, positioning management to prioritize decisions that enhance long-term returns above the cost of capital consistent with sustainable growth in shareholder value. The EVA metric now holds a significant weight of 70% in the PSUs, underscoring its priority within the incentive structure. Meanwhile, rTSR continues to be part of the plan but with a slightly reduced emphasis, moving from a 40% to a 30% weight. This adjustment recognizes the importance of absolute growth on a metric over which management has more direct impact while preserving rewards for relative shareholder value creation. Awards are determined at the end of the three-year performance period. The 2024 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. RSUs encourage retention and mitigate some risk as an inherently less volatile equity vehicle providing 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.

  69. 2022 – 2024 PSU Award Results

    2022 – 2024 PSU Award Results Share payouts from 2022 – 2024 PSUs were 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. Both metrics did not achieve threshold performance during the performance period. Additionally, the plan contained a rTSR modifier, under which the final level of achievement could be increased or decreased based on Chemours rTSR compared to the peer group. Since threshold performance was not obtained in either of the above metrics the rTSR modifier had no impact. As a result, pursuant to the terms of the 2022-2024 PSU plan no shares were earned by the NEOs. Threshold performance was not achieved for the LTIP metrics set at the beginning of 2022. This outcome reflects the shifting business strategy and the impact of prevailing economic conditions. As a cyclical business, Chemours has historically faced difficulties in setting targets for performance metrics, and these challenges are exacerbated under fluctuating conditions. The dynamic market environment requires us to continuously adapt, making it more complex to establish three-year targets.

  70. 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 2024, 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.

  71. 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 of similar scale, with revenue generally 0.25x to 4x of the Company, within our sector of commodity, diversified and specialty chemicals, and having business characteristics reflecting Chemours’ current business model 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 used for 2024. The group consists of the following companies:

  72. 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 |

  73. Denise Dignam — President and CEO — Target Total Direct Compensation

    Denise Dignam — President and CEO — Target Total Direct Compensation In early 2024, Denise Dignam’s compensation was adjusted to reflect her transition to President and CEO of the Company. Her compensation was recommended by the CLDC, with the support of the Committee’s independent compensation consultant and was approved by the Board of Directors in the first quarter of 2024. After her promotion to CEO in March 2024, Ms. Dignam’s salary was $975,000 and her target bonus opportunity was $1,170,000. Her target LTIP award opportunity was $4,355,000. The LTIP award was granted in accordance with our annual grant practices. Ms. Dignam’s full year TDC at target, which consists of salary, AIP and LTIP targets opportunities (TDC) was $6,500,000. In 2023 and first quarter of 2024, Ms. Dignam served as the BU President for TT. For the 2023 performance year, Ms. Dignam’s salary was $550,000 and her target bonus opportunity was $412,500. Her target LTIP award opportunity was $950,000. Ms. Dignam’s 2023 performance year TDC at target, which consisted of salary, AIP and LTIP targets opportunities was $1,912,500.

  74. Denise Dignam — President and CEO — Target Total Direct Compensation

    | | 2023 | 2024 | | Salary | $550,000 | $975,000 | | Target AIP Opportunity | $412,500 (75% of salary) | $1,170,000 (120% of salary) | | Target LTI Opportunity (Grant Value) | $950,000 | $4,355,000 | | Target TDC | $1,912,500 | $6,500,000 |

  75. 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 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. After considering external market pay data, internal pay equity, and performance, the CLDC approved target bonus opportunity increases for Messrs. Martinko and Familiar from 60% to 70% and Mr. Abbott’s from 65% to 70%. The following table summarizes 2023 and 2024 AIP target percentages:

  76. ANNUAL INCENTIVE PLAN (“AIP”)

    | NEO | Bonus Target as of December 31, 2023 | Bonus Target as of December 31, 2024 | | Shane Hostetter(1) | — | 75% | | Kristine Wellman | 70% | 70% | | Joseph Martinko | 60% | 70% | | Gerardo Familiar | 60% | 70% | | Matthew Abbott | 65% | 70% | | Mark Newman(2) | 130% | — | | Jonathan Lock(2) | 75% | — |

  77. ANNUAL INCENTIVE PLAN (“AIP”)

    (1) Mr. Hostetter was not employed by the Company in 2023. (2) Messrs. Newman and Lock were no longer employed by Chemours on December 31, 2024.

  78. Performance Measures

    Performance Measures The CLDC maintained its focus on aligning the AIP with shareholders’ interests. The 2024 AIP was tied primarily to our performance against corporate financial and sustainability metrics. The plan design focused NEOs on execution, delivering for our customers, operating with efficiency and sustainably working as “One Chemours” to achieve our collective objectives. The leading metric in the plan was Adjusted EBITDA (50% weight) which continues to be closely linked to the long-term growth of Chemours and thus the value of our shareholders’ investment. Adjusted EBITDA was complemented by corporate level Discretionary Free Cash Flow and Average Net Working Capital Days (20% total weight). The plans also reinforced our focus on BU level success. A portion of each BU plan contain a metric to drive specific focus. For TT it was Cost of Manufacturing, for TSS it was Opteon™ refrigerants Revenue, and for APM it was Adjusted EBITDA. The Corporate functions focused on cost as a metric in their plan. Additionally, consistent with the Company’s CRC goals (10% weight), 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 2024, progress toward improving our Great Place to Work score and a success measure for energy efficiency were the focus areas. The maximum bonus opportunity for the NEOs remained 200%.

  79. Performance Measures

    | 2025 PROXY STATEMENT | | 60 |

  80. Performance Measures

    The following reflects the weightings for each metric:

  81. Performance Measures

    | CHEMOURS — AIP for Mses. Dignam (March-Dec) and Wellman and Mr. Hostetter (formerly Messrs. Newman, Abbott, and Lock) | Weight | | Chemours Sustainability | 10.0% | | Chemours Adjusted EBITDA | 50.0% | | Chemours Discretionary Free Cash Flow | 10.0% | | Chemours Net Working Capital Days (avg) | 10.0% | | Chemours Functions Cost | 20.0% |

  82. Performance Measures

    | TITANIUM TECHNOLOGIES — AIP for Ms. Dignam (Jan-Feb) | Weight | | Chemours Sustainability | 10.0% | | Chemours Adjusted EBITDA | 50.0% | | Chemours Discretionary Free Cash Flow | 10.0% | | Chemours Net Working Capital Days (avg) | 10.0% | | Business Segment Cost of Manufacturing | 20.0% |

  83. Performance Measures

    | THERMAL AND SPECIALIZED SOLUTIONS — AIP for Mr. Martinko | Weight | | Chemours Sustainability | 10.0% | | Chemours Adjusted EBITDA | 50.0% | | Chemours Discretionary Free Cash Flow | 10.0% | | Chemours Net Working Capital Days (avg) | 10.0% | | Business Segment Opteon™ refrigerants Revenue | 20.0% |

  84. Performance Measures

    | ADVANCED PERFORMANCE MATERIALS — AIP for Mr. Familiar | Weight | | Chemours Sustainability | 10.0% | | Chemours Adjusted EBITDA | 50.0% | | Chemours Discretionary Free Cash Flow | 10.0% | | Chemours Net Working Capital Days (avg) | 10.0% | | Business Segment Adjusted EBITDA | 20.0% |

  85. Performance Measures

    DEFINITIONS OF METRICS:

  86. 2024 COMPENSATION PROGRAM OUTCOMES

    The 2022 – 2024 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. Both metrics did not achieve threshold performance during the performance period. Thus, the PSU outcome did not result in the awarding of shares.

  87. Corporate AIP — Mses. Dignam (March-Dec) and Wellman and Mr. Hostetter

    Corporate AIP — Mses. Dignam (March-Dec) and Wellman and Mr. Hostetter

  88. Corporate AIP — Mses. Dignam (March-Dec) and Wellman and Mr. Hostetter

    | Measure | Threshold(1) | | Target | | Maximum(2) | | Actual(3) | | Weighted Funding Result | | Consolidated Adjusted EBITDA | | 818 | | 1,004 | | 1,190 | | 844 | 28% | | Consolidated Discretionary Free Cash Flows | | 193 | | 370 | | 556 | | 213 | 6% | | Consolidated NWC Days (Avg) | | 76.3 | | 69.3 | | 62.3 | | 73.5 | 7% | | Sustainability Metric – GPTW | | 71% | | 75% | | 77% | | 68% | 0% | | Sustainability Metric – Energy Efficiency | | 1.3 | | 1.75 | | 2.8 | | 1.72% | 5% | | Corporate Expenses / Functions | ($ | 538) | ($ | 533) | ($ | 508) | ($ | 510) | 38% | | | | | | | | | | | 84.3% |

  89. Titanium Technologies AIP — Ms. Dignam (Jan-Feb)

    Titanium Technologies AIP — Ms. Dignam (Jan-Feb)

  90. Titanium Technologies AIP — Ms. Dignam (Jan-Feb)

    | Measure | Threshold(1) | Target | Maximum(2) | Actual(4) | Weighted Funding Result | | Consolidated Adjusted EBITDA | $818 | $1,004 | $1,190 | $844 | 28% | | Consolidated Discretionary Free Cash Flows | $193 | $370 | $556 | $213 | 6% | | Consolidated NWC Days (Avg) | 76.3 | 69.3 | 62.3 | 73.5 | 7% | | Sustainability Metric – GPTW | 71 | 75 | 77 | 68% | 0% | | Sustainability Metric – Energy Efficiency | 1.3 | 1.75 | 2.8 | 1.72% | 5% | | Cost of Manufacturing(4) | $— | $— | $— | $— | 14% | | | | | | | 59.6% |

  91. Titanium Technologies AIP — Ms. Dignam (Jan-Feb)

    | 2025 PROXY STATEMENT | | 64 |

  92. Thermal and Specialized Solutions AIP — Mr. Martinko

    Thermal and Specialized Solutions AIP — Mr. Martinko

  93. Thermal and Specialized Solutions AIP — Mr. Martinko

    | Measure | Threshold(1) | Target | Maximum(2) | Actual(4) | Weighted Funding Result | | Consolidated Adjusted EBITDA | $818 | $1,004 | $1,190 | $844 | 28% | | Consolidated Discretionary Free Cash Flows | $193 | $370 | $556 | $213 | 6% | | Consolidated NWC Days (Avg) | 76.3 | 69.3 | 62.3 | 73.5 | 7% | | Sustainability Metric – GPTW | 71 | 75 | 77 | 68% | 0% | | Sustainability Metric – Energy Efficiency | 1.3 | 1.75 | 2.8 | 1.73% | 5% | | Opteon™ refrigerants Revenue | $723 | $781 | $840 | $810 | 30% | | | | | | | 75.6% |

  94. Advanced Performance Materials AIP — Mr. Familiar

    Advanced Performance Materials AIP — Mr. Familiar

  95. Advanced Performance Materials AIP — Mr. Familiar

    | Measure | Threshold(1) | Target | Maximum(2) | Actual(3) | Weighted Funding Result | | Consolidated Adjusted EBITDA | $818 | $1,004 | $1,190 | $844 | 28% | | Consolidated Discretionary Free Cash Flows | $193 | $370 | $556 | $213 | 6% | | Consolidated NWC Days (Avg) | 76.3 | 69.3 | 62.3 | 73.5 | 7% | | Sustainability Metric – GPTW | 71 | 75 | 77 | 68 | 0% | | Sustainability Metric – Energy Efficiency | 1.3 | 1.75 | 2.8 | 1.73% | 5% | | APM Adjusted EBITDA | $159 | $199 | $238 | $161 | 11% | | | | | | | 56.4% |

  96. Advanced Performance Materials AIP — Mr. Familiar

    (1) Represents the minimum level of performance required to earn any incentive for this metric of the 2024 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 2024 AIP is earned. Achievement of performance above this level would not result in a greater payout for the performance measure. (3) Actual reflects adjustments approved by the CLDC as described below. (4) The Business Segment COM target is considered confidential company information and, therefore, will not be disclosed. 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 governmental actions, 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. Earnings/DFCF/TT Cost of Manufacture Impact Due to Government Shutdown Mandate Related to Mexico Drought — AIP relief of ~$21M in Consolidated Adjusted. EBITDA metric, and ~$21M in Consolidated DFCF metric. This adjustment also impacted TT Cost of Manufacture metric. TT Transformation Plan Third Party Costs — AIP relief of ~$14M in Consolidated Adjusted EBITDA metric and ~$14M in Consolidated DFCF metric. Asbestos Settlements / Reserve True-Up — AIP relief of ~$23M in Consolidated Adjusted EBITDA metric and ~$23M in Consolidated DFCF metric. The following AIP awards for each NEO were approved:

  97. Advanced Performance Materials AIP — Mr. Familiar

    | NEO | Bonus Target as of December 31, 2024 | Salary as of December 31, 2024 | AIP Achievement % | Actual Annual Incentive Payout(1)(2)(3)(4) | | Denise Dignam(1) | 120% | $975,000 | 59.6% / 84.3% | $864,923 | | Shane Hostetter(2) | 75% | $630,000 | 84.3% | $193,873 | | Kristine Wellman | 70% | $550,000 | 84.3% | $324,555 | | Joseph Martinko | 70% | $475,000 | 75.6% | $251,370 | | Gerardo Familiar | 70% | $475,000 | 56.4% | $187,530 |

  98. Advanced Performance Materials AIP — Mr. Familiar

    (1) Ms. Dignam’s actual annual incentive payout reflects her time as TT BU President (Jan – Feb) and as CEO (March – Dec). (2) Mr. Hostetter’s actual annual incentive has been prorated to reflect his previous (July – Oct) and current (Nov – Dec) salaries. (3) Mr. Abbott was no longer employed by the Company effective February 3. 2025 and, as a result, he did not earn an AIP payout. (4) Messrs. Newman and Lock were no longer employed by Chemours on December 31, 2024. They did not earn an AIP payout.

  99. Long-Term Incentive Plan (“LTIP”)

    Long-Term Incentive Plan (“LTIP”) Chemours provides LTI 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. After considering external market pay data, internal pay equity, and performance, the CLDC approved LTI target increases for Messrs. Martinko and Familiar from $475,000 to $650,000.

  100. Long-Term Incentive Plan (“LTIP”)

    | 2025 PROXY STATEMENT | | 66 |

  101. Long-Term Incentive Plan (“LTIP”)

    The following table reflects the LTIP target opportunities at the end of fiscal years 2023 and 2024 for the NEOs other than Ms. Dignam, whose LTIP target opportunities are discussed above.

  102. Long-Term Incentive Plan (“LTIP”)

    | NEO | Long-Term Incentive Target as of December 31, 2023 | Long-Term Incentive Target as of December 31, 2024 | | Shane Hostetter(1) | — | $1,350,000 | | Kristine Wellman | $850,000 | $850,000 | | Joseph Martinko | $475,000 | $650,000 | | Gerardo Familiar | $475,000 | $650,000 | | Matthew Abbott | $550,000 | $550,000 | | Mark Newman(2) | $1,300,000 | $— | | Jonathan Lock(3) | $425,000 | $— |

  103. Long-Term Incentive Plan (“LTIP”)

    (1) Mr. Hostetter received a pro-rated equity grant of $500,000, reflecting his July 1, 2024 hire date. This grant reflected his LTI target at hire. While this grant was made as time-vested RSUs, future target grants will reflect the approved LTI plan design including all equity vehicles. The above target reflects an adjustment made in November (previously $1M). Management recommended and the CLDC approved this change after the annual market data review in October. (2) The Company entered into a separation and release agreement (“Separation Agreement”) dated as of March 22, 2024, with Mr. Newman, the former Chief Executive Officer. Under this agreement he was 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. The Executive’s vested stock option as of the termination date shall remain exercisable for three (3) years following the Termination Date (but not later than the remaining full term of any such option) in accordance with their terms and the Company’s standard practices. (3) The Company entered into a separation and release agreement (“Separation Agreement”) dated as of April 23, 2024, with Mr. Lock, the former Chief Financial Officer. Under this agreement he was not entitled to any severance, equity award vesting or other compensation in connection with his resignation except for a one-time payment intended to provide healthcare coverage for three (3) months following his separation. All unvested awards as of the date of the Separation Agreement were forfeited for no consideration. The Executive’s vested stock option as of the termination date shall remain exercisable for three (3) years following the Termination Date (but not later than the remaining full term of any such option) in accordance with their terms and the Company’s standard practices.

  104. 2024-2026 Long-Term Incentive Plan (“LTIP”) Design

    2024-2026 Long-Term Incentive Plan (“LTIP”) Design The 2024-2026 LTIP structure maintained an equal weighting among PSUs, PSOs, NQSOs, and RSUs. The PSU portion of the plan was enhanced to reinforce capital efficiency and create greater shareholder alignment by transitioning from Adjusted Net Income to EVA as a plan metric. This change emphasizes the importance of effective capital utilization, positioning management to prioritize decisions that enhance long-term returns above the cost of capital consistent with sustainable growth in shareholder value. The EVA metric now holds a significant weight of 70% in the PSUs, underscoring its priority within the incentive structure. Meanwhile, rTSR continues to be part of the plan but with a slightly reduced emphasis, moving from a 40% to a 30% weight. This adjustment recognizes the importance of absolute growth on a metric over which management has more direct impact while preserving rewards for relative shareholder value creation. Awards are determined at the end of the three-year performance period. The 2024 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. RSUs encourage retention and mitigate some risk as an inherently less volatile equity vehicle providing 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.

  105. 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 2024-2026 PSU award were EVA (70%) and rTSR (30%), both measured cumulatively over a three-year period ending December 31, 2026. The CLDC felt introducing EVA as a metric would create additional focus on the efficient use of capital helping to maintain the discipline investing in the projects with the highest return on investment. The maximum opportunity remains 200%.

  106. 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.

  107. 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.

  108. 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.

  109. Relative TOTAL SHAREHOLDER RETURN (“rTSR”)

    Relative TOTAL SHAREHOLDER RETURN (“rTSR”) Defined as the change in the Company’s stock price plus dividends paid and assumed to be reinvested on the ex-dividend date during the period, divided by beginning stock price, compared on a percentile basis to the same change with respect to a peer group. For this purpose, a company’s beginning stock price will be the closing stock price averaged over the 20 trading days ending on the trading day before the start of the Performance Period and the ending stock price will be the closing stock price, inclusive of reinvested dividends, averaged over the 20 trading days ending with the last trading day within the Performance Period. The performance will be relative to the 2024 peer group. rTSR is a metric used to promote alignment with shareholder interests. For purposes of calculating the appropriate earned percentile, any companies that are in the peer group at the beginning of the performance period that are no longer separate publicly traded companies due to merger, acquisition, or buyout shall be disregarded. Companies that are no longer publicly traded due to insolvency or bankruptcy will be included at the lowest performance ranking. For purposes of calculating the earned percentile, the Company will be considered a member of the peer group.

  110. Relative TOTAL SHAREHOLDER RETURN (“rTSR”)

    | | Threshold | Target | Maximum | | Achieved rTSR | 15th Percentile | 50th Percentile | 85th Percentile | | Payout | 50% | 100% | 200% |

  111. 2024 LTIP Awards

    2024 LTIP Awards The LTIP awards granted to the NEOs in 2024 were as follows:

  112. 2024 LTIP Awards

    | NEO(6) | 2024 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) | | Denise Dignam | $3,787,500 | $946,853 | 34,431 | $946,853 | 34,431 | $946,870 | 92,108 | $962,710 | 95,792 | | Shane Hostetter(4) | $500,000 | | | $499,992 | 26,709 | | | | | | Kristine Wellman | $850,000 | $212,493 | 7,727 | $212,493 | 7,727 | $212,498 | 20,671 | $216,055 | 21,498 | | Joseph Martinko | $650,000 | $162,498 | 5,909 | $162,498 | 5,909 | $162,496 | 15,807 | $165,212 | 16,439 | | Gerardo Familiar | $650,000 | $162,498 | 5,909 | $162,498 | 5,909 | $162,496 | 15,807 | $165,212 | 16,439 | | Matthew Abbott(5) | $1,300,000 | $324,995 | 11,818 | $324,995 | 11,818 | $324,992 | 31,614 | $330,434 | 32,879 |

  113. 2024 LTIP Awards

    Annual LTI awards are generally granted March 1 each year. The 2024 annual grants were delayed until May 8, 2024 when the Q1 earnings blackout period expired. (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 $27.50 on May 8, 2024. The closing price of Chemours common stock was $18.72 on August 6, 2024. (2) The number of stock options awarded was determined based on the Black-Scholes value. The Black-Scholes value of an option was $10.28 on May 8, 2024. 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 $27.50 on March 1, 2023. (3) The number of PSOs awarded was determined based on the granted stock options with at 4% premium to account for the 10% higher exercise price. Monte-Carlo value of a performance stock option was $10.05 on May 8, 2024. 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 $27.50 on May 8, 2024. The exercise price of the performance stock options was $30.25. (4) Mr. Hostetter received a one-time new hire grant of $500,000 in RSUs granted on August 6,2024, which will vest ratably on August 6, 2025, 2026 and 2027. (5) Mr. Abbott’s annual grant was enhanced by the CLDC in recognition of the work that he did as the Interim CFO. In addition to his LTI target of $550,000, he received an additional one-time recognition grant of $750,000. His total grant for the year was $1,300,000. This grant has been forfeited upon Mr. Abbott’s separation. (6) Messrs. Newman and Lock did not receive a grant in 2024.

  114. 2022 – 2024 PSU Award Results

    2022 – 2024 PSU Award Results The achievement for the 2022 – 2024 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. Both metrics did not achieve threshold performance during the performance period. Additionally, the plan contained a rTSR modifier, under which the final level of achievement could be increased or decreased based on Chemours rTSR compared to the peer group. Since threshold performance was not obtained in either of the above metrics the rTSR modifier was rendered irrelevant. As a result, pursuant to the terms of the 2022 – 2024 PSU plan no shares were earned by the NEOs. Threshold performance was not achieved for the LTIP metrics set at the beginning of 2022. This outcome reflects the shifting business strategy and the impact of prevailing economic conditions. As a cyclical business, Chemours has historically faced difficulties in setting targets for performance metrics, and these challenges are exacerbated under fluctuating conditions. The dynamic market environment requires us to continuously adapt, making it more complex to establish three-year targets. The performance peer group for these PSUs was comprised of the following companies:

  115. 2022 – 2024 PSU Award Results

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

  116. 2022 – 2024 PSU Award Results

    (1) Formerly known as PolyOne Corporation The table below shows the target number of PSUs granted in 2022, and the actual number of PSUs earned, including dividends equivalents that were converted into additional PSUs.

  117. 2022 – 2024 PSU Award Results

    | NEO(1)(2)(3) | Target Shared in 2022 | Achievement | Earned Share Award | | Denise Dignam | 11,710 | 0% | 0 |

  118. 2022 – 2024 PSU Award Results

    (1) Messrs. Hostetter, Martinko, and Familiar and Ms. Wellman were not eligible for this plan in 2022. (2) Mr. Abbott was no longer employed by the Company effective February 3. 2025 and as a result, was not eligible to earn shares. (3) Messrs. Newman and Lock were no longer employed by Chemours on December 31, 2024, and their PSUs were forfeited.

  119. 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 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 “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.

  120. 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 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.

  121. SUMMARY COMPENSATION TABLE (“SCT”)

    SUMMARY COMPENSATION TABLE (“SCT”) The following table sets forth information concerning the total compensation earned by the NEOs during fiscal years 2024, 2023, and 2022.

  122. SUMMARY COMPENSATION TABLE (“SCT”)

    | 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 ($) | | Denise Dignam(6) President and Chief Executive Officer | 2024 | 904,167 | | 2,075,156 | 1,909,580 | 864,923 | 134,154 | 5,887,980 | | | 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 | | Shane Hostetter Senior Vice President, Chief Financial Officer | 2024 | 305,000 | 50,000 | 499,992 | | 193,873 | 1,000 | 1,049,865 | | Kristine Wellman Senior Vice President, General Counsel and Corporate Secretary | 2024 | 541,667 | | 465,706 | 428,553 | 324,555 | 60,164 | 1,820,645 | | | 2023 | 491,667 | | 472,018 | 324,993 | 80,850 | 45,367 | 1,414,895 | | Joseph Martinko President, Thermal & Specialized Solutions | 2024 | 473,333 | | 356,135 | 327,708 | 251,370 | 24,500 | 1,433,046 | | Gerardo Familiar President, Advanced Performance Materials | 2024 | 473,333 | | 356,135 | 327,708 | 187,530 | 29,291 | 1,373,997 | | Matthew Abbott(7) Former Senior Vice President, Chief Enterprise Transformation Officer | 2024 | 589,167 | | 712,271 | 655,426 | — | 40,009 | 1,996,873 | | Mark Newman Former President and Chief Executive Officer | 2024 | 287,851 | | | | — | 10,000 | 297,851 | | | 2023 | 1,000,000 | | 3,249,640 | 2,999,990 | | | | | | 2022 | 995,833 | | 3,464,363 | 2,039,991 | 1,024,400 | | | | Jonathan Lock Former Senior Vice President, Chief Financial Officer | 2024 | 212,483 | | | | — | 13,245 | 225,728 | | | 2023 | 527,083 | | 570,135 | 212,487 | | 50,172 | 1,359,878 |

  123. SUMMARY COMPENSATION TABLE (“SCT”)

    (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 2024, taking into account the estimated probable outcome of the performance conditions, was determined to be $32.77 on May 8, 2024. 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, 2024. The grant date fair value of each RSU granted to NEOs in 2024 is equal to the closing share price of Chemours common stock on their respective grant dates — $27.50 on May 8, 2024 and $18.72 on August 6, 2024. (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 May 8 grant date ($27.50), the maximum value of PSUs awarded on May 8, 2024, to each NEO is as follows: Ms. Dignam — $1,893,705; Ms. Wellman — $424,985; Mr. Martinko — $324,995; and Mr. Familiar — $324,995. (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, 2024. (4) Represents payouts under AIP. 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 2024 Nonqualified Deferred Compensation table. (5) The amounts reflect perquisites and personal benefits (financial planning / income tax preparation) and Company contributions to qualified and nonqualified defined contribution plans. The following table details these amounts. (6) Ms. Dignam’s compensation reflects roles that she held during 2024. Mr. Abbott earned a stipend of $110,000 that has been included in the Salary column. The stipend was paid to Mr. Abbott to align his TTC to the CFO market when he had interim responsibility for this role. He left the Company on February 3. 2025 and as a result, he did not earn an AIP payout and has forfeited equity awards.

  124. SUMMARY COMPENSATION TABLE (“SCT”)

    | 2025 PROXY STATEMENT | | 74 |

  125. SUMMARY COMPENSATION TABLE (“SCT”)

    | Name | Company Contributions to Qualified Defined Contribution Plan ($) | Company Contribution to Nonqualified Defined Contribution Plan ($) | Financial Planning/Income Tax Preparation ($) | Separation Agreements ($) | | Denise Dignam | 23,700 | 95,454 | 15,000 | | | Shane Hostetter | 1,000 | — | — | | | Kristine Wellman | 21,700 | 36,124 | 2,340 | | | Joseph Martinko | 23,700 | — | 800 | | | Gerardo Familiar | 21,700 | — | 7,591 | | | Matthew Abbott | 21,700 | 18,198 | 111 | | | Mark Newman | 10,000 | — | — | | | Jonathan Lock(1) | 6,000 | — | — | 7,245 |

  126. SUMMARY COMPENSATION TABLE (“SCT”)

    The Company entered into a separation and release agreement (“Separation Agreement”) dated as of April 23, 2024, with Mr. Lock, the former Chief Financial Officer. Under this agreement he was not entitled to any severance, equity award vesting or other compensation in connection with his resignation except for a one-time payment intended to provide healthcare coverage for 3 months following his separation ($7,245).

  127. 2024 GRANTS OF PLAN BASED AWARDS

    2024 GRANTS OF PLAN BASED AWARDS The following table provides information on AIP awards, PSUs, PSOs, NQSOs and RSUs granted in 2024 to each NEO. For a complete understanding of the table, refer to the footnotes that follow.

  128. 2024 GRANTS OF PLAN BASED AWARDS

    | | | | | Estimated Possible Payouts Under Nonequity Incentive Plan Awards(1) | | | Estimated Future Shares Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number of Shares or Stock or Units (#) | All Other Option Awards Number of Securities Underlying Options(3) (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) | | Name(4) | Type of Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Denise Dignam | 2024 AIP | 5/8/24 | | 521,875 | 1,043,750 | 2,087,500 | | | | | | | | | | Stock Options | 5/8/24 | 4/23/24 | | | | | | | | 92,108 | 27.50 | 946,870 | | | PSO | 5/8/24 | 4/23/24 | | | | | | | | 95,792 | 30.25 | 961,710 | | | PSU | 5/8/24 | 4/23/24 | | | | 17,216 | 34,431 | 68,862 | | | | 1,128,304 | | | RSU | 5/8/24 | 4/23/24 | | | | | | | 34,431 | | | 946,853 | | Shane Hostetter | 2024 AIP | | | 114,375 | 228,750 | 457,500 | | | | | | | | | | RSU | 8/6/24 | 5/31/24 | | | | | | | 26,709 | | | 499,992 | | Kristine Wellman | 2024 AIP | | | 192,500 | 385,000 | 770,000 | | | | | | | | | | Stock Options | 5/8/24 | 4/23/24 | | | | | | | | 20,671 | 27.50 | 212,498 | | | PSO | 5/8/24 | 4/23/24 | | | | | | | | 21,498 | 30.25 | 216,055 | | | PSU | 5/8/24 | 4/23/24 | | | | 3,864 | 7,727 | 15,454 | | | | 253,214 | | | RSU | 5/8/24 | 4/23/24 | | | | | | | 7,727 | | | 212,493 | | Joseph Martinko | 2024 AIP | | | 166,250 | 332,500 | 665,000 | | | | | | | | | | Stock Options | 5/8/24 | 4/23/24 | | | | | | | | 15,807 | 27.50 | 212,498 | | | PSO | 5/8/24 | 4/23/24 | | | | | | | | 16,439 | 30.25 | 165,212 | | | PSU | 5/8/24 | 4/23/24 | | | | 2,955 | 5,909 | 11,818 | | | | 193,638 | | | RSU | 5/8/24 | 4/23/24 | | | | | | | 5,909 | | | 162,498 | | Gerardo Familiar | 2024 AIP | | | 166,250 | 332,500 | 665,000 | | | | | | | | | | Stock Options | 5/8/24 | 4/23/24 | | | | | | | | 15,807 | 27.50 | 212,498 | | | PSO | 5/8/24 | 4/23/24 | | | | | | | | 16,439 | 30.25 | 165,212 | | | PSU | 5/8/24 | 4/23/24 | | | | 2,955 | 5,909 | 11,818 | | | | 193,638 | | | RSU | 5/8/24 | 4/23/24 | | | | | | | 5,909 | | | 162,498 | | Matthew Abbott | 2024 AIP | | | 169,750 | 339,500 | 679,000 | | | | | | | | | | Stock Options | 5/8/24 | 4/23/24 | | | | | | | | 31,614 | 27.50 | 324,992 | | | PSO | 5/8/24 | 4/23/24 | | | | | | | | 32,879 | 30.25 | 330,434 | | | PSU | 5/8/24 | 4/23/24 | | | | 5,909 | 11,818 | 23,636 | | | | 387,276 | | | RSU | 5/8/24 | 4/23/24 | | | | | | | 11,818 | | | 324,995 |

  129. 2024 GRANTS OF PLAN BASED AWARDS

    (1) Nonequity incentive plan awards are short-term incentives that may be earned under the 2024 AIP. (2) Equity incentive plan awards are PSUs corresponding to a three-year performance period, FY2024 — FY2026. 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. (3) 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. Messrs. Newman and Lock did not receive a grant in 2024.

  130. 2024 GRANTS OF PLAN BASED AWARDS

    | 2025 PROXY STATEMENT | | 76 |

  131. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 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, 2024. Market or payout values in the table below are based on the closing price of Chemours common stock as of December 31, 2024: $16.90.

  132. OUTSTANDING EQUITY AWARDS AT 2024 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 | 5/8/2024 | — | 95,792 | 30.25 | 5/8/2034 | 35,269 | 596,038 | 35,739 | 603,961 | | | 5/8/2024 | — | 92,108 | 27.50 | 5/8/2034 | | | | | | | 8/1/2023 | | | | | 1,899 | 32,095 | | | | | 3/1/2023 | 4,593 | 9,184 | 38.32 | 3/1/2033 | 19,379 | 327,507 | 3,173 | 53,626 | | | 3/1/2023 | 4,476 | 8,951 | 34.84 | 3/1/2033 | | | | | | | 3/1/2022 | 14,829 | 7,415 | 25.98 | 3/1/2032 | 781 | 13,205 | | | | | 3/1/2021 | 18,404 | — | 24.01 | 3/1/2031 | | | | | | | 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 | | | | | | Shane Hostetter | 8/6/2024 | | | | | 27,081 | 457,669 | | | | Kristine Wellman | 5/8/2024 | — | 21,498 | 30.25 | 5/8/2034 | 7,915 | 133,763 | 8,020 | 135,545 | | | 5/8/2024 | — | 20,671 | 27.50 | 5/8/2034 | | | | | | | 8/1/2023 | | | | | 2,279 | 38,520 | | | | | 3/1/2023 | 3,619 | 7,236 | 38.32 | 3/1/2033 | 3,304 | 55,845 | 2,500 | 42,256 | | | 3/1/2023 | 3,527 | 7,052 | 34.84 | 3/1/2033 | | | | | | | 3/1/2022 | 10,617 | 5,308 | 25.98 | 3/1/2032 | 2,236 | 37,781 | | | | | 3/1/2021 | 6,390 | | 24.01 | 3/1/2031 | | | | | | | 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 | | | | |

  133. OUTSTANDING EQUITY AWARDS AT 2024 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 ($) | Number (#) | (#)Market or Payout Value ($) | | Joseph Martinko | 5/8/2024 | — | 16,439 | 30.25 | 5/8/2034 | 6,053 | 102,291 | 6,133 | 103,654 | | | 5/8/2024 | — | 15,807 | 27.50 | 5/8/2034 | | | | | | | 8/1/2023 | | | | | 3,610 | 61,002 | | | | | 3/1/2023 | 1,248 | 2,495 | 34.84 | 3/1/2033 | 1,169 | 19,762 | | | | | 3/1/2022 | 3,875 | 1,938 | 25.98 | 3/1/2032 | 817 | 13,804 | | | | | 3/1/2021 | 5,112 | — | 24.01 | 3/1/2031 | | | | | | | 3/2/2020 | 8,368 | — | 14.43 | 3/2/2030 | | | | | | | 3/1/2019 | 3,658 | — | 38.02 | 3/1/2029 | | | | | | | 3/1/2018 | 2,189 | — | 48.53 | 3/1/2028 | | | | | | | 3/1/2017 | 2,308 | — | 34.72 | 3/1/2027 | | | | | | Gerardo Familiar | 5/8/2024 | — | 16,439 | 30.25 | 5/8/2034 | 6,053 | 102,291 | 6,133 | 103,654 | | | 5/8/2024 | — | 15,807 | 27.50 | 5/8/2034 | | | | | | | 8/1/2023 | | | | | 5,509 | | | | | | 3/1/2023 | 1,302 | 2,604 | 34.84 | 3/1/2033 | 1,220 | | | | | | 9/1/2022 | | | | | 3,865 | | | | | | 3/1/2022 | 3,875 | 1,938 | 25.98 | 3/1/2032 | 817 | | | | | | 3/1/2021 | 4,089 | — | 24.01 | 3/1/2031 | | | | | | | 3/2/2020 | 11,363 | — | 14.43 | 3/2/2030 | | | | | | | 3/1/2019 | 2,439 | — | 38.02 | 3/1/2029 | | | | | | | 3/1/2018 | 1,703 | — | 48.53 | 3/1/2028 | | | | | | Matthew Abbott | 5/8/2024 | — | 32,879 | 30.25 | 5/8/2034 | 12,105 | 204,582 | 12,267 | 207,309 | | | 5/8/2024 | — | 31,614 | 27.50 | 5/8/2034 | | | | | | | 8/1/2023 | | | | | 2,849 | 48,150 | | | | | 3/1/2023 | 1,698 | 3,395 | 38.32 | 3/1/2033 | 1,549 | 26,185 | 1,173 | 19,823 | | | 3/1/2023 | 1,655 | 3,309 | 34.84 | 3/1/2033 | | | | | | | 3/1/2022 | 8,493 | 4,247 | 25.98 | 3/1/2032 | 446 | 7,546 | | | | | 3/1/2021 | 12,269 | — | 24.01 | 3/1/2031 | | | | | | | 3/1/2019 | 6,097 | — | 38.02 | 3/1/2029 | | | | | | | 3/1/2018 | 4,136 | — | 48.53 | 3/1/2028 | | | | | | | 3/1/2017 | 5,441 | — | 34.72 | 3/1/2027 | | | | |

  134. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | 2025 PROXY STATEMENT | | 78 |

  135. OUTSTANDING EQUITY AWARDS AT 2024 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(4) | 3/1/2023 | 33,400 | — | 38.32 | 3/22/2027 | | | | | | | 3/1/2023 | 32,552 | — | 34.84 | 3/22/2027 | | | | | | | 3/1/2022 | 137,512 | — | 25.98 | 3/22/2027 | | | | | | | 7/1/2021 | 34,696 | — | 35.46 | 3/22/2027 | | | | | | | 3/1/2021 | 61,349 | — | 24.01 | 3/22/2027 | | | | | | | 3/2/2020 | 160,427 | — | 14.43 | 3/22/2027 | | | | | | | 6/3/2019 | 29,717 | — | 21.96 | 3/22/2027 | | | | | | | 3/1/2019 | 36,236 | — | 38.02 | 3/22/2027 | | | | | | | 3/1/2018 | 23,357 | — | 48.53 | 3/22/2027 | | | | | | | 3/1/2017 | 31,662 | — | 34.72 | 3/1/2027 | | | | | | | 3/1/2016 | 166,089 | — | 5.40 | 3/1/2026 | | | | | | Jonathan Lock(5) | 3/1/2023 | 2,366 | — | 38.32 | 4/23/2027 | | | | | | | 3/1/2023 | 2,306 | — | 34.84 | 4/23/2027 | | | | | | | 3/1/2022 | 11,459 | — | 25.98 | 4/23/2027 | | | | | | | 3/1/2021 | 20,449 | — | 24.01 | 4/23/2027 | | | | | | | 3/2/2020 | 22,459 | — | 14.43 | 4/23/2027 | | | | | | | 6/3/2019 | 14,858 | — | 21.96 | 4/23/2027 | | | | | | | 3/1/2019 | 5,574 | — | 38.02 | 4/23/2027 | | | | | | | 5/1/2018 | 9,713 | — | 48.25 | 4/23/2027 | | | | |

  136. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    The following table provides the vesting schedules of stock options outstanding as of December 31, 2024:

  137. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | GRANT DATE | OUTSTANDING VESTING DATES | | 5/8/2024 | Vests in equal installments on May 8, 2025, 2026 and 2027 | | 3/1/2023 | Vests in equal installments on March 1, 2025 and 2026 | | 3/1/2022 | Vests on March 1, 2025 |

  138. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (2) The following table consists of RSUs outstanding as of December 31, 2024, 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:

  139. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | GRANT DATE | OUTSTANDING VESTING DATES | | 8/6/2024 | Vests in equal installments on August 6, 2025, 2026 and 2027 | | 5/8/2024 | Vests in equal installments on March 1, 2025, 2026 and 2027 | | 8/1/2023 | Vests in equal installments on August 1, 2025 and 2026 | | 8/1/2023 | RSUs with vesting date of August 1, 2026 | | 3/1/2023 | Vests in equal installments on March 1, 2025 and 2026 | | 3/1/2023 | RSUs with vesting date of March 1, 2026 | | 9/1/2022 | RSUs with vesting date of September 1, 2025 | | 3/1/2022 | RSUs with vesting date of March 1, 2025 | | 3/1/2022 | PSUs with performance period ended December 31, 2024, vest in first quarter 2024 |

  140. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    The following table provides the vesting schedules for unearned PSUs with outstanding vesting dates as of December 31, 2024:

  141. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | GRANT DATE | OUTSTANDING VESTING DATES | | 5/8/2024 | Performance period ending December 31, 2026. The number of PSUs reported is based on achievement of target performance | | 3/1/2023 | Performance period ending December 31, 2025. The number of PSUs reported is based on achievement of threshold performance |

  142. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    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. The 2024-2026 PSU plan provides for a payout range of 0% to 200% and dividend equivalent units are applied subsequently to the final performance determination. (4) The Company entered into a separation and release agreement (“Separation Agreement”) dated as of March 22, 2024, with Mr. Newman, the former Chief Executive Officer. Under this agreement he was 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. The Executive’s vested stock option as of the termination date shall remain exercisable for three (3) years following the Termination Date (but not later than the remaining full term of any such option) in accordance with their terms and the Company’s standard practices. (5) The Company entered into a separation and release agreement (“Separation Agreement”) dated as of April 23, 2024, with Mr. Lock, the former Chief Financial Officer. Under this agreement he was not entitled to any severance, equity award vesting or other compensation in connection with his resignation except for a one-time payment intended to provide healthcare coverage for 3 months following his separation. All unvested awards as of the date of the Separation Agreement were forfeited for no consideration. The Executive’s vested stock option as of the termination date shall remain exercisable for three (3) years following the Termination Date (but not later than the remaining full term of any such option) in accordance with their terms and the Company’s standard practices.

  143. 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 2024:

  144. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards(1)(3) | | Stock Awards(2)(3) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Denise Dignam | — | — | 13,889 | 367,896 | | Kristine Wellman | — | — | 5,817 | 123,719 | | Joseph Martinko | — | — | 3,891 | 85,351 | | Gerardo Familiar | — | — | 4,699 | 104,518 | | Matthew Abbott | — | — | 20,717 | 485,342 | | Mark Newman | — | — | 25,370 | 527,192 | | Jonathan Lock | — | — | 2,385 | 49,570 |

  145. 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. (2) Represents the number of RSUs, PSUs and related dividend equivalent units vesting in 2024. 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. (3) Mr. Hostetter had no exercise or vesting activity in 2024.

  146. 2024 NONQUALIFIED DEFERRED COMPENSATION

    2024 NONQUALIFIED DEFERRED COMPENSATION The following table provides information on the Company’s defined contribution or other plans that during 2024 provided for deferrals of compensation on a basis that is not tax qualified. Mses. Dignam and Wellman and

  147. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | 2025 PROXY STATEMENT | | 80 |

  148. 2024 NONQUALIFIED DEFERRED COMPENSATION

    Messrs. Abbott, Newman, and Lock each participated in the plan during 2024. Messrs. Hostetter, Martinko, and Familiar did not participate in the plan during 2024.

  149. 2024 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 ($) | | Denise Dignam | | | | | | | RSRP | 95,454 | 95,454 | 29,326 | | 315,626 | | Kristine Wellman | | | | | | | RSRP | 36,124 | 36,124 | 13,899 | | 178,349 | | Matthew Abbott | | | | | | | RSRP | 18,198 | 18,198 | 17,434 | | 220,778 | | Mark Newman | | | | | | | RSRP | — | — | 143,966 | -5,614 | 1,381,580 | | MDCP | — | — | 133,729 | -893,567 | 201,243 | | Jonathan Lock | | | | | | | RSRP | — | — | 15,240 | | 144,356 |

  150. 2024 NONQUALIFIED DEFERRED COMPENSATION

    (1) The amount in this column represents deferrals from salary and Non-Equity Incentive Plan Compensation under the RSRP and/or MDCP. The amounts are also included in the 2024 SCT. (2) The amount in this column represents employer contributions made under the RSRP; the amounts are also included in the 2024 SCT. (3) 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 2024 SCT. 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’ SCT for previous year(s).

  151. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | | RSRP ($) | MDCP ($) | Total ($) | | Denise Dignam | 174,167 | — | 174,167 | | Kristine Wellman | 44,454 | — | 44,454 | | Mark Newman | 848,725 | 856,700 | 1,705,425 | | Jonathan Lock | 43,744 | — | 43,744 |

  152. 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, 2024.

  153. 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, 2024, and that the value of a share of the Company’s stock on that day was $16.90, the closing price per share of the Company’s common stock on December 31, 2024. 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. 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.

  154. Potential Payments upon Termination or Change in Control

    | Name(9)(10) | 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) | | Denise Dignam | Annual Salary | — | 487,500 | — | — | — | — | — | 2,925,000 | | | Target Annual Bonus | — | 1,170,000 | — | — | — | — | — | 3,510,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 1,170,000 | 1,170,000 | — | — | 1,170,000 | | | Health and Dental Benefits | — | 5,133 | — | — | — | — | — | 61,593 | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 12,900 | | | Stock Options | — | — | — | — | — | — | — | — | | | RSUs | — | — | — | 933,590 | 933,590 | — | 933,590 | 933,590 | | | PSUs | — | — | — | 471,127 | 471,127 | — | 471,127 | 909,132 | | | Total | — | 1,664,783 | — | 2,574,717 | 2,574,717 | — | 1,404,717 | 9,522,215 | | Shane Hostetter | Annual Salary | — | 48,462 | — | — | — | — | — | 1,260,000 | | | Target Annual Bonus | — | 472,500 | — | — | — | — | — | 945,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 472,500 | 472,500 | — | — | 472,500 | | | Health and Dental Benefits | — | 8,143 | — | — | — | — | — | 65,146 | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 8,600 | | | Stock Options | — | — | — | — | — | — | — | — | | | RSUs | — | — | — | 451,382 | 451,382 | — | 451,382 | 451,382 | | | PSUs | — | — | — | — | — | — | — | — | | | Total | — | 531,255 | — | 923,882 | 923,882 | — | 451,382 | 3,202,628 |

  155. Potential Payments upon Termination or Change in Control

    | Name(9)(10) | 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 | — | 106,651 | — | — | — | — | — | 1,100,000 | | | Target Annual Bonus | — | 385,000 | — | — | — | — | — | 770,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 385,000 | 385,000 | — | — | 385,000 | | | Health and Dental Benefits | — | — | — | — | — | — | — | — | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 8,600 | | | Stock Options | — | — | — | — | — | — | — | — | | | RSUs | — | — | — | 253,956 | 253,956 | — | 253,956 | 253,956 | | | PSUs | — | — | — | 101,631 | 101,631 | — | 101,631 | 220,057 | | | Total | — | 493,801 | — | 740,588 | 740,588 | — | 355,588 | 2,737,614 | | Joseph Martinko | Annual Salary | — | 237,500 | — | — | — | — | — | 950,000 | | | Target Annual Bonus | — | 332,500 | — | — | — | — | — | 665,000 | | | Target Annuel Bonus | — | — | — | 332,500 | 332,500 | — | — | 332,500 | | | Health and Dental Benefits | — | 2,197 | — | — | — | — | — | 17,579 | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 8,600 | | | Stock Options | — | — | — | — | — | — | — | — | | | RSUs | — | — | — | 188,993 | 188,993 | — | 188,993 | 188,993 | | | PSUs | — | — | — | 34,206 | 34,206 | — | 34,206 | 103,654 | | | Total | — | 574,347 | — | 555,699 | 555.699 | — | 223,199 | 2,266,326 | | Gerardo Familiar | Annual Salary | — | 206,290 | — | — | — | — | — | 950,000 | | | Target Annual Bonus | — | 332,500 | — | — | — | — | — | 665,000 | | | Target Annual Bonus (pro-rated) | — | — | — | 332,500 | 332,500 | — | — | 332,500 | | | Health and Dental Benefits | — | 5,518 | — | — | — | — | — | 44,145 | | | Outplacement Services | — | 2,150 | — | — | — | — | — | 8,600 | | | Stock Options | — | — | — | — | — | — | — | — | | | RSUs | — | — | — | 281,047 | 281,047 | — | 281,047 | 281,047 | | | PSUs | — | — | — | 34,615 | 34,615 | — | 34,615 | 103,654 | | | Total | — | 546,458 | — | 648,162 | 648,162 | — | 315,662 | 2,384,946 |

  156. 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 is using the same individual as last year for the CEO Pay Ratio. The second of the three-year period the individual can 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, 2024 to December 31, 2024. The total number of employees was approximately 6,000. 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.

  157. CEO PAY RATIO

    | 2025 PROXY STATEMENT | | 86 |

  158. CEO PAY RATIO

    The total compensation for the selected median employee in 2024 was $113,856. The ratio of CEO pay to the median worker pay is 58:1. This ratio has decreased from 67:1 in 2023.

  159. CEO PAY RATIO

    | Element | Median Employee $ | CEO (1) $ | | Salary (includes Overtime)(2) | 104,262 | 975,000 | | Stock Awards | 0 | 2,386,089 | | Option Awards | 0 | 2,195,702 | | Non-Equity Incentive Plan Compensation/Bonus(3) | 3,198 | 864,923 | | Change in Pension Value | 0 | 0 | | All Other Compensation(4) | 6,397 | 134,154 | | Summary Compensation Table Totals | 113,856 | 6,555,868 | | CEO Pay Ratio | 58:1 | |

  160. CEO PAY RATIO

    (1) CEO column consists of an annualized calculation of current CEO, Denise Dignam’s compensation. These totals are different than those provided in the SCT. Salary, Non-Equity Incentive Plan Bonus and All Other Compensation were calculated by annualizing Ms. Dignam’s compensation since her appointment as CEO. Stock and option awards were calculated by applying the grant date fair values for determining equity award grants to Ms. Dignam’s full-year LTI target as CEO. (2) Consists of 2024 salary plus overtime pay. (3) Actual 2024 cash incentive paid in fiscal year 2025 under a performance-based compensation plan. (4) Consists of 2024 employer contributions to qualified and non-qualified defined contribution plans and perquisites/personal benefits as listed in footnote 5 of the SCT.

  161. 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.

  162. 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 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.

  163. Pay Versus Performance Table

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | 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) | Summary Compensation Table Total for Third PEO(5) | Compensation Actually Paid to Third PEO(6) | Average Summary Compensation Table Total for Non-PEO(7) | Average Compensation Actually Paid to Non-PEO NEO(S)(8) | Total Shareholder Return(9) | Per Group Total Shareholder Return(10) | Net Income (Millions)(11)) | Adjusted EBITDA (Millions)(12) | | 2024 | — | — | 297,851 | (6,155,142) | 5,887,980 | 3,112,991 | 1,316,692 | 654,642 | 114.19 | 137.58 | 86 | 786 | | 2023 | — | — | 7,335,430 | 934,313 | — | — | 1,542,699 | (296,368)(13) | 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 |

  164. 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 are the amounts of total compensation reported for Ms. Dignam for each corresponding year in the “Total” column of the SCT. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (6) The dollar amounts reported represent the amount of CAP to Ms. Dignam, 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 Ms. Dignam 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 Ms. Dignam’s total compensation for each year to determine the CAP. (7) 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 2024, Shane Hostetter, Kristine Wellman, Joseph Martinko, Gerardo Familiar, Matthew Abbott and Jonathan Lock; (ii) for 2023, Jonathan Lock, Denise Dignam, Kristine Wellman, Alvenia Scarborough, Susan Kelliher, Sameer Ralhan, and Edwin Sparks; (iii) for 2022, Sameer Ralhan, Edwin Sparks, Alisha Bellezza, Denise Dignam, and David Shelton; (iv) for 2021, Sameer Ralhan, Edwin Sparks, Susan Kelliher, Bryan Snell, and David Shelton; and (v) for 2020, Sameer Ralhan, Edwin Sparks, Mark Newman, and David Shelton. (8) 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. (9) 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. (10) 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. (11) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (12) See “Compensation Discussion and Analysis” in this Proxy Statement for the definition of Adjusted EBITDA. Average CAP of non-PEO NEOs is a negative amount due to equity forfeited upon the departures of Messrs. Ralhan and Sparks.

  165. Pay Versus Performance Table

    | 2025 PROXY STATEMENT | | 88 |

  166. Pay Versus Performance Calculation Detail

    Pay Versus Performance Calculation Detail

  167. Pay Versus Performance Calculation Detail

    | | PEO 1 | | | | | PEO 2 | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | — | — | — | $9,012,886 | $8,606,576 | $297,851 | $7,335,430 | $7,670,351 | $5,537,669 | — | | Less: Reported Fair Value of Equity Awards(a) | — | — | — | $7,056,334 | $6,231,013 | — | $6,249,631 | $5,504,353 | $3,039,984 | — | | 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 | — | | 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 | — | | 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) | $(1,095,363) | $516,921 | $333,788 | $184,986 | — | | Add: Fair Value at the End of Prior Year of Equity Awards that Fail to Meet Vesting Conditions(b(v)) | — | — | — | — | — | $(5,293,120) | $(1,929,442) | — | — | — | | 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 | $(64,510) | $(92,496) | $284,902 | $327,754 | — | | 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 | $(6,155,142) | $934,313 | $9,839,552 | $10,256,484 | — |

  168. Pay Versus Performance Calculation Detail

    | | PEO 3 | | | | | NEO Average | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $5,887,980 | — | — | — | — | $1,316,692 | $1,542,699 | $2,107,360 | $2,359,471 | $2,915,198 | | Less: Reported Fair Value of Equity Awards(a) | $3,984,736 | — | — | — | — | $688,272 | $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)) | $1,981,568 | — | — | — | — | $376,061 | $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)) | $(663,542) | — | — | — | — | $(150,317) | $(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)) | — | — | — | — | — | — | — | — | — | — | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(b(iv)) | $(160,152) | — | — | — | — | $(95,438) | $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)) | — | — | — | — | — | $(113,044) | $(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)) | $51,873 | — | — | — | — | $8,961 | $(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 | $3,112,991 | — | — | — | — | $654,642 | $(296,368) | $2,450,210 | $5,383,970 | $4,524,555 |

  169. 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.

  170. 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?

  171. 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 | | Proposal to Amend the Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions with Respect to Certificate and Bylaw Amendments | At least eighty percent (80%) of the voting power of the Company’s stock then outstanding | No | | Shareholder Proposal to Adopt Policy to Assess Biodiversity Impacts Prior to Commencing Mining Operations | Majority of Votes Represented and Entitled to Vote | No |

  172. 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. Regarding the proposal to approve certain amendments to the Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions, our Certificate requires the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the Company’s stock then outstanding to approve the proposal. For all other matters, except as set forth in the Certificate, 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.

  173. 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 Committee, and publicly disclose its decision within ninety (90) days following certification of the election results. The NCG Committee 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.