DEF 14A of Tronox Holdings plc, Mar 27, 2024

DEF 14A of Tronox Holdings plc

Filed Mar 27, 2024 · FY20230001140361-24-015671

Open on EDGAR

  1. Executive Compensation Program Highlights

    | ✔ | In response to shareholder feedback, similar to 2023, 50% of the payout under our performance-based long-term incentive plan will again be linked to improvement in ROIC (return on invested capital); |

  2. Executive Compensation Program Highlights

    | ✔ | Use of metrics in the annual incentive compensation plans for the CEO and other NEOs which are expected to drive long-term shareholder value; |

  3. Executive Compensation Program Highlights

    | ✔ | No excise tax gross-up provisions in any change-in-control provisions; |

  4. Executive Compensation Program Highlights

    | ✔ | No re-pricing of stock options without shareholder approval; |

  5. Executive Compensation Program Highlights

    | ✔ | 50% of the long-term incentive program equity grants only vest if the Company achieves pre-determined performance metrics (i.e., TSR, ROIC) aligned with shareholder interests; and |

  6. Executive Compensation Program Highlights

    | ✔ | Retention of an independent compensation consultant to provide guidance and support to the HRCC. |

  7. Safety and Emission Targets and Goals Included in the Annual Incentive Program

    Safety and Emission Targets and Goals Included in the Annual Incentive Program As further described in the CD&A section included elsewhere in this Proxy Statement, the Annual Incentive Program (AIP) includes two sustainability-related metrics representing 20% of the annual payout – 15% to safety and 5% to carbon emission reduction. The AIP is the annual broad-based cashed incentive program in which all salaried employees participate. The carbon-related targets are described above.

  8. Safety Component of AIP

    Safety Component of AIP The Board believes that the two key metrics for measuring our overall safety performance for purposes of the AIP should be Disabling Injury Frequency Rate (DIFR) and Total Recordable Injury Frequency Rate (TRIFR), each of which are measured per 200,000 work hours (employees plus contractors).

  9. Safety Component of AIP

    | • | In 2023, we did not achieve either of our DIFR or TIFR safety targets. Although the vast majority of the reportable injuries were injuries not deemed to be of a highly severe nature and occurred during tasks not associated with the more arduous nature of our business, in July 2023, we regrettably experienced a contractor fatality at the Company’s Namakwa Sands mining operations in the Republic of South Africa. In light of the fatality, the HRCC used its authority to exercise negative discretion to further decrease the ‘Overall Tronox’ component payout from 64.5% to 50% for each of the NEOs AIP payout. The HRCC took this significant action to reinforce the importance of employee and contractor safety at the Company’s operations and the Board’s commitment to safety and sustainability. |

  10. Safety Component of AIP

    | 2023 SAFETY TARGETS | 2023 ACTUAL SAFETY PERFORMANCE | | DIFR* OF 0.15 | 0.23 | | TRIFR* OF 0.36 | 0.43 |

  11. Safety Component of AIP

    | * Disabling Frequency Rate (DIFR) and Total Recordable Injury Frequency Rate (TRIFR) |

  12. Safety Component of AIP

    ○For 2024, the HRCC again approved a DIFR target of 0.15 and a TRIFR target of 0.36 which reflect first quartile peer performance, the same safety targets approved for 2023. Similar to 2023, the Board asked management to establish the 2024 maximum target at a level at least equal to the best-ever rolling 12-month historical achievement.

  13. Emission Reduction Component of AIP

    Emission Reduction Component of AIP We measure carbon intensity of TiO2 (CO2 per ton of TiO2) for Scope 1 (direct emissions from sources owned or controlled by us) and Scope 2 (indirect emissions from purchased energy). We believe using pro forma 2019 as the baseline is appropriate as it is our most reliable carbon intensity data due to the closing of the Cristal acquisition in April 2019. ○In 2023, we fell just short of our 5% emission reduction target, achieving a 4.4% reduction. The shortfall was entirely due to significantly lower production in 2023 versus budget. Because our carbon metric is based on intensity, reduced production has an outsized impact. If production had remained in line with expectations, we calculate that the reduction would have exceeded the 5% target.

  14. Emission Reduction Component of AIP

    | 2023 EMISSION REDUCTION TARGETS | 2023 ACTUAL EMISSION REDUCTION PERFORMANCE | | 1.597 tCO2e/t product (represents a 5% reduction against the 2019 baseline) | 1.606 tCO2e/t product (represents a 4.4% reduction against the 2019 baseline) |

  15. Emission Reduction Component of AIP

    ○For 2024, the HRCC approved an emission reduction target of 1.386 tCO2e/t which represents an approximately 17% reduction against the 2019 baseline. Tronox’s 2024 target is based on receiving electricity from the 200 MW solar power project in South Africa in the first half of 2024. We also expect more savings through the energy efficiency programs at our sites and further improvements from completion of the APC roll-outs at our pigment plants.

  16. Biographical Information on our Director Nominees

    Biographical Information on our Director Nominees Set forth below is a description of the backgrounds of the Director nominees. There are no family relationships among any of our Directors.

  17. Biographical Information on our Director Nominees

    | Ilan Kaufthal | | | | Director since 2011 Chair of the Board Chair of Corporate Governance and Sustainability Committee Independent Director |

  18. Biographical Information on our Director Nominees

    Ilan Kaufthal has been Chair of the Board since March 18, 2021, and a director of Tronox Holdings plc effective as of March 29, 2019, which was the effective date of the Company’s redomiciling to the United Kingdom. Mr. Kaufthal was appointed Lead Independent Director on March 28, 2019 and served in such capacity until his appointment as Chair on an interim basis on December 27, 2020. Prior to the re-domicile transaction, Mr. Kaufthal was Non-Executive Chair of Tronox Limited from June 27, 2017 to March 28, 2019, was its Lead Independent Director from September 6, 2016 to June 27, 2017, a Director since June 15, 2012 and was a Director of Tronox Incorporated from February 2011 until June 15, 2012. He is Chairman of East Wind Advisors, a specialized investment banking firm serving companies in the media, education and information industries. Mr. Kaufthal joined East Wind in 2010 as Chairman, bringing over 30 years of experience as an investment banker and senior corporate executive to the franchise. From 2008 until 2013, Mr. Kaufthal served as Senior Advisor for Irving Place Capital. Until 2008, Kaufthal was a Vice Chairman of Investment Banking at Bear, Stearns & Co and prior to joining Bear, Stearns in 2000, he served for 13 years as Vice Chairman and head of mergers and acquisitions of Schroders & Co. Preceding Schroders, he was with NL Industries and served as its Senior Vice President and Chief Financial Officer. Mr. Kaufthal is the Chairman of IDB Bank NY and serves on the Board of Directors of MacSteel Ltd. Mr. Kaufthal was formerly a director of Cambrex Corporation (NYSE: CBM), a supplier to the pharmaceutical industries, and formerly a director of Quinpario Acquisition Corp 2 (NASDAQ: QPACU), a special purpose acquisition company. He also serves on the Advisory Board of Jerusalem Venture Partners Media Fund and is a Trustee of the Russell Berrie Foundation. He is the Chairman of the Board of the American Friends of Bezalel and a member of the Board of Visitors at Columbia University Medical Center. Ilan holds an MBA from New York University and a BS from Columbia University. Mr. Kaufthal brings to the Board his financial, investment, business skills and previous experience in the titanium dioxide business.

  19. Biographical Information on our Director Nominees

    | Mutlaq Al-Morished | | | | Director since 2019 Non-Independent Director |

  20. Biographical Information on our Director Nominees

    Mutlaq H. Al-Morished has been a director of the Company since April 2019. Mr. Al-Morished is currently the Chief Executive Officer and director of National Industrialization Company (Saudi Stock Exchange: TASNEE), which is a 79% shareholder of Cristal and one of the largest Saudi diversified industrial companies having investments in several fields. As Tasnee recently publicly announced, Mr. Al-Morished will be resigning as its CEO effective March 31, 2024. Mr. Al-Morished is also the Chairman of the board of National Metal Manufacturing & Casting Co. (Saudi Stock Exchange: “Maadaniyah”). Mr. Al-Morished was previously a board member of Aluminium Bahrain BSC (LSE: “ALBH”), the General Organization of Saudi Arabian airlines, Alinma Tokio Marine (Saudi Stock Exchange: “ALINMATO”), as well as Alinma Bank (Saudi Stock Exchange: “ALINMA”). Mr. Al-Morished is also a board member of the Gulf Petrochemical & Chemical Association, a non-profit professional organization, and CITI Group in Saudi Arabia, a privately held company. Prior to joining TASNEE, Mr. Al-Morished was the Executive Vice President of Corporate Finance and Chief Financial Officer of Saudi Basic Industries Corporation (SABIC) from 2004 through 2015. Mr. Al-Morished was also the Vice President of Metals SBU, Executive Vice President of Shared Services, and President of Saudi Petrochemical Company (SADAF) and Saudi Iron & Steel Com (HADEED), consecutively. Mr. Al-Morished previously served as Chairman of the Board of YANSAB, SABIC Capital in the Netherlands, SAUDI KAYAN, SABIC Captive Insurance Limited in the UK, and Alinma Investment Co. He was also a board member of Gulf Bank in Bahrain & the Advisory Board for Economic Affairs of the Supreme Economic Council of Saudi Arabia. Mr. Al-Morished holds a Master of Business Administration degree from Stanford University, a Master of Science degree in Nuclear Engineering from Princeton University, and a Bachelor of Science degree in Nuclear Physics & Mathematics from the University of Denver. Mr. Al-Morished brings to the Board years of extensive senior management, business, and leadership experience in the TiO2 and other chemicals businesses.

  21. Biographical Information on our Director Nominees

    | Board Candidacy of Mutlaq Al-Morished | | | • | At the time of the annual general meeting of shareholders, Mr. Al-Morished will no longer be serving as CEO of Tasnee, the parent company of our largest (24%) shareholder, Cristal. In March 2024, Tasnee announced that effective March 31, 2024, Mr. Al-Morished will no longer serve as its CEO. | | • | Under its shareholder’s agreement, Cristal has the right to nominate two members and has chosen Mr. Al-Morished. | | • | Other than his directorship on Tronox, Mr. Al-Morished also serves on the Board of two other Saudi-listed companies, including Tasnee. As a result of his resignation as CEO of Tasnee, at the time of the 2024 Annual Meeting, Mr. Al-Morished will no longer be CEO of Tasnee and will only be a member of the Board of one other Saudi listed public company in addition to serving on the Board of Tronox and Tasnee. | | • | Mr. Al-Morished has been steadily reducing the number of outside Board directorships on which he serves since joining the Tronox Board as part of the Cristal-Tronox merger in 2019. | | • | Mr. Al-Morished is uniquely positioned to help us succeed in Saudi Arabia where we operate one of our largest facilities. | | • | Mr. Al-Morished is well positioned to represent all shareholders’ interests. | | • | Mr. Al-Morished does not serve on any of the Board committees which reduces the amount of time he needs to effectively carry out his Board responsibilities. | | • | Over the last several years, Mr. Al-Morished stepped down from his directorship on four Saudi listed public companies. | | Given that as of the date of Tronox’s annual general meeting of shareholders Mr. Al-Morished will no longer be serving as CEO of Tasnee, the Board believes that any concerns related to “over boarding” with respect to Mr. Al-Morished will have been resolved. Hence, the Board urges shareholders to vote “FOR” Mr. Al-Morished. | |

  22. Biographical Information on our Director Nominees

    | Peter B. Johnston | | | | Director since 2012 Audit Committee Human Resources and Compensation Committee Independent Director |

  23. Biographical Information on our Director Nominees

    Peter B. Johnston has been a Director of Tronox Holdings plc effective as of March 29, 2019, which was the effective date of the Company’s redomiciling to the United Kingdom. Previously, Mr. Johnston was interim CEO of Tronox Limited from May 15, 2017 to November 30, 2017 and had been a Director of Tronox Limited since August 1, 2012. He was appointed Global Head of Nickel Assets for Glencore in May 2013 and held that position until his retirement in December 2015. Previously he was Managing Director and Chief Executive Officer of Minara Resources Pty Ltd from 2001 to 2013. He was also employed by WMC Ltd between 1993 and 2001, during which he held the position of Executive General Manager with responsibility over nickel and gold operations, Olympic Dam Operations, Queensland Fertilizers Ltd., and human resources. He was Vice Chairman of the Nickel Institute; past Chairman of the Minerals Council of Australia; past President of the Chamber of Minerals & Energy (WA); and past Vice President of the Australian Mines and Metals Association. Mr. Johnston also was formerly a director of Silver Lake Resources Limited (ASX:SLR) and NRW Holdings Limited (ASX:NWH), as well as was a member of NRW Holdings sustainability, audit and nomination and remunerations committees. Mr. Johnston is also presently the non-executive Chairman of the board of directors of Jervois Global Ltd. (ASX: JRV), a leading cobalt minerals, metals and chemicals company, as well as a member of its audit and remuneration and nomination committees. In addition, Mr. Johnston is currently a member of the board of directors of Red 5 Limited (ASX: RED), an Australian gold producer. Mr. Johnston brings to the Board extensive senior management, operating and leadership experience through his business career in the mining industry.

  24. Biographical Information on our Director Nominees

    | Ginger M. Jones | | | | Director since 2018 Chair of Audit Committee Human Resources and Compensation Committee Independent Director |

  25. Biographical Information on our Director Nominees

    Ginger M. Jones has been a Director of Tronox Holdings plc effective as of March 29, 2019, which was the effective date of the Company’s redomiciling to the United Kingdom. Prior to such date, Ms. Jones had been a Director of Tronox Limited since April 4, 2018. Jones served as Vice President and Chief Financial Officer of Cooper Tire & Rubber Company beginning in December 2014 and was promoted to Senior Vice President and Chief Financial Officer in February 2016. Ms. Jones retired from Cooper Tire & Rubber Company in December 2018, where she was responsible for Cooper’s financial operations, investor relations, business information systems and corporate strategic planning. Prior to joining Cooper, Ms. Jones served as Senior Vice President and Chief Financial Officer of Plexus Corp. from 2007 to 2014, and Vice President and Corporate Controller of Banta Corporation from 2002 to 2007. A certified public accountant, Ms. Jones began her career with Deloitte & Touche. Ms. Jones holds a Master of Business Administration from The Ohio State University and a bachelor’s degree in Accounting from the University of Utah. Ms. Jones is a board member of Nordson Corporation (NASDAQ:NDSN), an American multinational corporation that designs and manufactures dispensing equipment for consumer and industrial adhesives, sealants and coating, and currently serves on its audit and compensation committees. In addition, Ms. Jones is a board member and Chairperson of the audit committee of Holley Inc. (NYSE: HLLY), a leading designer, marketer, and manufacturer of high-performance products for car and truck enthusiasts, as well as currently sits on its compensation committee. Ms. Jones was formerly a member of the board of directors of Libbey Inc. Ms. Jones brings to the Board her financial, accounting and auditing experience and her public company director experience.

  26. Biographical Information on our Director Nominees

    | Stephen Jones | | | | Director since 2019 Chair of Human Resources and Compensation Committee Audit Committee Independent Director |

  27. Biographical Information on our Director Nominees

    Stephen Jones has been a Director of Tronox Holdings plc since March 28, 2019. From March 2015 through October 2020, Mr. Jones was President, Chief Executive Officer and a director of Covanta Holding Corporation (formerly NYSE: CVA, now owned by private equity), a leading global provider of sustainable waste and energy solutions. Prior to joining Covanta in January 2015, Mr. Jones was employed from 1992 through September 2014 by Air Products and Chemicals, Inc. (“Air Products”), a global supplier of industrial gases and equipment. Mr. Jones held a variety of senior-level management positions at Air Products including in the company’s tonnage gases, equipment, energy and industrial chemicals businesses, culminating with his role as Air Products’ China president based at the company’s office in Shanghai. Mr. Jones is also a member of the board of directors of Badger Infrastructure Solutions Ltd., a Canadian infrastructure solutions company specializing in non-destructive excavation services (TSE: BDGI). Mr. Jones also serves as a special advisor to the supervisory board of Hitachi Zosen Inova AG, a global cleantech company. Prior to joining Air Products in 1992, Mr. Jones practiced corporate law at Dechert LLP in Philadelphia, PA, primarily in the area of mergers and acquisitions. Mr. Jones earned a Bachelor of Science degree in economics from Bloomsburg University of Pennsylvania, a Master of Business Administration with a concentration in finance from Temple University and a law degree from the University of Pennsylvania. In addition, he participated in the INSEAD Advanced Management Program in Fontainebleau, France. Mr. Jones is also a director of the Bloomsburg University Foundation. Mr. Jones’ experience managing and growing domestic and international companies and his business acumen are valuable assets to the Board.

  28. Biographical Information on our Director Nominees

    | Moazzam Khan | | | | Director since 2019 Non-Independent Director |

  29. Biographical Information on our Director Nominees

    Moazzam Khan has been a director of the Company since April 2019. In addition to serving on the Board of Directors of Tronox, Mr. Khan serves as the managing director of Cristal International Holdings BV (formerly known as Cristal Inorganic Chemicals Netherlands Cooperateif W.A.). Prior to joining Cristal, Mr. Khan worked for Saudi Basic Industries Corporation (SABIC) for over twenty years and was the Chief Financial Officer of SABIC Capital B.V. from April 2009 to September 2015. At SABIC, Mr. Khan held various leadership roles in Finance, Treasury, Corporate Ratings, Mergers and Acquisitions, Corporate Integration and Restructurings, Taxation and SAP implementations. Prior to SABIC, Mr. Khan worked for KPMG in Saudi Arabia. Mr. Khan was the Chairman of the Board of SABIC Luxembourg S.à r.l., and the Managing Board of SABIC Capital B.V. as well as held directorship roles at SABIC International Holdings B.V., SABIC Ventures B.V., SABIC Ventures US Holdings LLC, JVSS Holding Company, Inc., SD Verwaltungs GmbH and Cristal International B.V. Mr. Khan is a fellow member of The Institute of Chartered Accountants in England and Wales (FCA) and holds a degree in Economics as well as leadership and business accreditations from Wharton Business School.

  30. Biographical Information on our Director Nominees

    | Sipho Nkosi | | | | Director since 2012 Human Resources and Compensation Committee Corporate Governance and Sustainability Committee Independent Director |

  31. Biographical Information on our Director Nominees

    Sipho Nkosi has been a Director of Tronox Holdings plc effective as of March 29, 2019, which was the effective date of the Company’s redomiciling to the United Kingdom. Prior to such date, Mr. Nkosi had been a Director of Tronox Limited since June 15, 2012. Mr. Nkosi is the former Chief Executive Officer of Exxaro Resources. Mr. Nkosi was formerly the independent non-executive chairman of Sasol Limited (NYSE:SSL), an integrated energy and chemical company based in South Africa, and served as chairman of its corporate governance and nominating committee and a member of its remuneration committee. Mr. Nkosi is also a director of Sanlam Limited (JSE: SLM), a diversified South African financial services group. Mr. Nkosi is also a co-founder and chairman of Talent10, an investment holding company. He began his career as a market analyst with Ford Motor Company South Africa in 1980 after which he was appointed as marketing coordinator at Anglo American Coal in 1986. He joined Southern Life Association as senior manager, strategic planning in 1992 and the following year accepted the position of marketing manager, new business development at Trans-Natal Coal Corporation, which later became Ingwe Coal Corporation. Mr. Nkosi joined Asea Brown Boveri (South Africa) Ltd. in 1997 as Vice President Marketing and ABB Power Generation in 1998 as Managing Director. He was the founder and chief executive officer of Eyesizwe Holdings and following its merger with Kumba’s non-iron ore resources was appointed Chief Executive Officer of the renamed entity Exxaro Resources Limited in 2007. Mr. Nkosi holds a Bachelor of Commerce degree from the University of Zululand, an Honors degree in Commerce (Economics) from the University of South Africa and a Master of Business Administration from the University of Massachusetts in the United States. In February 2022, the President of South Africa announced that Mr. Nkosi was to be appointed in an advisory capacity to lead a team tasked with identifying and removing governmental red tape aimed at promoting business growth in South Africa. Mr. Nkosi also holds the Advanced Management Diploma from Oxford University. Mr. Nkosi brings to the Board his experiences and skills in growing leading businesses, innovation and strategy, and leadership development.

  32. Biographical Information on our Director Nominees

    | John Romano | | | | Director since 2021 Co-Chief Executive Officer Non-Independent Director |

  33. Biographical Information on our Director Nominees

    Mr. Romano has been one of our Co-CEOs and a Director of the Company since March 18, 2021 and was appointed as our sole CEO effective April 1, 2024. Prior to such appointment as Co-CEO, Mr. Romano was Executive Vice President and Chief Commercial and Strategy Officer since June 2019 and was appointed our interim Co-CEO on December 27, 2020. Prior to such appointment in June 2019, Mr. Romano was Senior Vice President and Chief Commercial Officer since October 2014. Before such time he served as our Senior Vice President and President, Pigment and Electrolytic Operations from June 15, 2012 to October 2014; the Executive Vice President of Tronox Incorporated since January 1, 2011 and Vice President, Sales and Marketing of Tronox Incorporated since January 2008. Mr. Romano was an executive officer of Tronox Incorporated during its bankruptcy proceedings, from which it emerged in 2011. Before that he served as Vice President, Sales for Tronox Incorporated from 2005 to January 2008; Vice President, Global Pigment Sales for Tronox LLC from January 2005 to November 2005; Vice President, Global Pigment Marketing for Tronox LLC from 2002 to 2005 and Regional Marketing Manager for Tronox LLC from 1994 to 2002. Mr. Romano started his career with Tronox in September of 1988. Mr. Romano holds a Bachelor’s degree in Accounting from Oklahoma State University.

  34. Biographical Information on our Director Nominees

    | Jean-Francois Turgeon | | | | Director since 2021 Co-Chief Executive Officer Non-Independent Director |

  35. Biographical Information on our Director Nominees

    Mr. Turgeon has been one of our Co-CEOs and a Director of the Company since March 18, 2021. As the Company previously announced, Mr. Turgeon will retire from his position as Co-CEO effective April 1, 2024. Prior to such appointment, Mr. Turgeon was Executive Vice President and Chief Operating Officer since September 2017 and was appointed our interim Co-CEO on December 27, 2020. Before that he served as our Executive Vice President and President of Tronox Titanium Dioxide since January 2014. Prior to joining Tronox, Mr. Turgeon worked for Rio Tinto Group for 24 years, serving as the managing director of Rio Tinto’s iron and titanium business. He is also the former chairman of Richards Bay Mineral in South Africa and Rio Tinto, Fer et Titane, in Canada. Mr. Turgeon holds a Bachelor’s degree in chemical engineering from Université Laval and a Master’s degree in hydrometallurgy from McGill University. Tronox’s Board as a whole takes a uniquely active, hands-on role in the risk oversight function. The Board sees its primary functions as setting the right “tone at the top” and promoting strong governance at every level of the enterprise. Management control is the first line of defense to identify and mitigate not only commercial and financial risks but the wide range of environmental and sustainability risks that can derail a company like Tronox.

  36. ESG oversight by the Board of Directors

    | The Board | Our Board is responsible for ensuring EHS&S risks and opportunities are integrated into our overall long-term strategy. | | Corporate Governance and Sustainability Committee | Primarily responsible for EHS&S oversight, including reviewing and assessing the Company’s processes and procedures with respect to its EHS&S program and initiatives. | | | Considers the corporate social responsibility and sustainability issues that may have strategic, business and reputational implications for the Company and ensure that the Company’s strategic plan and business goals have adequately considered the Company’s corporate social responsibility and sustainability policies, priorities and plans | | | Annually reviews the Company’s short-, medium- and long-term EHS&S goals and targets, including greenhouse gas reduction targets. | | | Collaborates with the HRCC on establishing annual EHS&S targets for inclusion in the Company’s annual incentive plan. | | | Monitors the process for preparing the Company’s annual sustainability report and reviews, and is consulted on, such report prior to its publication. | | | Reviews our community relations initiatives and programs including how we treat indigenous peoples. | | | Annually evaluates the adequacy and effectiveness of the Company’s enterprise risk management process relating to identifying and managing EHS&S risks. | | Human Resources and Compensation Committee | Oversees corporate culture and employee relations topics, including inclusion and diversity initiatives, pay equity, and well as compensation philosophy and succession planning. | | | Oversees the Company’s programs and plans relating to cultural awareness, human rights and labor rights that may have strategic, business or reputational implications for the Company. | | | Periodically reviews the Company’s strategy, initiatives and programs relating to the Company’s culture. | | | Reviews shareholder sentiment and perspectives, which includes an increasing focus on EHS&S matters, to ensure alignment and engagement. |

  37. Human Resources and Compensation Committee

    | • | Defines the terms and conditions, including performance metrics, for the restricted shares units and other long-term equity awards for our executive officers and approves all grants made to the executive officers; |

  38. Communications with the Board of Directors

    ○An annual cash retainer of $75,000 for service on the Board of Directors payable quarterly in arrears; and ○An annual equity grant of time-based restricted share units (RSUs) with a grant value of $150,000 that is granted on the date of the Company’s annual general meeting (AGM) of shareholders and vests the earlier of (a) the date of the next annual general meeting of shareholders or (b) May 31st of the year following the grant date (assuming such individual is a Board member at the time of vesting). Dividend equivalents accrue and are paid when the RSUs vest.

  39. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

  40. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($) (2) | ALL OTHER COMPENSATION ($) | TOTAL ($) (3) | | Ilan Kaufthal | 395,000 | 147,519 | — | 542,519 | | Mutlaq Al-Morished | 75,000 | 147,519 | — | 222,519 | | Vanessa Guthrie | 105,000 | 147,519 | — | 252,519 | | Peter B. Johnston | 105,000 | 147,519 | — | 252,519 | | Ginger M. Jones | 140,000 | 147,519 | — | 287,519 | | Stephen Jones | 110,000 | 147,519 | — | 257,519 | | Moazzam Khan | 75,000 | 147,519 | — | 222,519 | | Sipho Nkosi | 105,000 | 147,519 | — | 252,519 |

  41. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    | (1) Amounts reported in this column include quarterly cash fees paid in arrears. For Mr. Kaufthal, this column also includes a total of $180,000 paid as cash stipend. |

  42. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    | (2) Amounts reported in this column represent the aggregate grant date fair value for restricted shares units granted to each Director in 2023 computed in accordance with the share-based compensation accounting guidance under ASC Topic 718. Each Director received the annual equity grant on the date of the Company’s annual general meeting of shareholders (on May 3, 2023) that vests the earlier of (a) the date of the next annual general meeting of shareholders or (b) May 31st of the year following the grant date (assuming such individual is a Board member at the time of vesting). As such, on May 3, 2023, each Director received a grant of 11,261 restricted share units, reflecting the annual equity grant value of $150,000 divided by the ten (10) day average closing price for the Company’s shares prior to the grant date of $13.32 and valued at the NYSE closing price on May 3, 2023 of $13.10. Dividends will be accrued on all restricted share units until the units vest and will be paid at that time. As of December 31, 2023, each non-employee Director held 11,261 unvested restricted share units. |

  43. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    | (3) Amounts reported below are excluded from this column. The Company maintains certain tax equalization and other tax-related benefits for Directors to mitigate or eliminate additional incremental tax burden as a result of the Company’s corporate reorganization that occurred in the first quarter of 2017, when Tronox Limited became managed and controlled in the United Kingdom, and all of our Board meetings were held in the UK. Although all of our directors are non-resident UK taxpayers, they are liable for UK tax on items such as accommodations and meals while conducting business in the UK that are not considered taxable benefits in the US. Because of these unusual circumstances, the Company pays the cost to prepare their UK income tax filings, provides tax reimbursements associated with the UK travel-related expenses and cost of the UK tax filing, and may make certain tax equalization payments as reflected in the table below (based on December 31, 2023 Fx rate). In 2023, Mutlaq Al-Morished received a total of $53,258 in tax equalization payments in 2023. In 2023, two Board meetings took place in the UK after April 2023, however no UK tax filing fees and no tax reimbursements were paid in 2023 since the UK tax returns for the UK tax filing period ending April 2023 was not prepared during 2023 (prepared and filed in January 2024). While the Company anticipates that only some of our future Board meetings will take place in the UK, we intend to continue to mitigate or eliminate any associated incremental tax burden our Directors might incur as a consequence of those meetings. |

  44. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    | NAME | UK Tax Preparation ($) | Tax Reimbursements ($) | Tax Equalization ($) | Total ($) | | Ilan Kaufthal | — | — | — | — | | Mutlaq Al-Morished | — | — | $53,258 | $53,258 | | Vanessa Guthrie | — | — | — | — | | Peter B. Johnston | — | — | — | — | | Ginger M. Jones | — | — | — | — | | Stephen Jones | — | — | — | — | | Moazzam Khan | — | — | — | — | | Sipho Nkosi | — | — | — | — |

  45. PROPOSAL 2 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)

    | • | Paying for performance - A significant portion of each executive’s potential cash compensation is made subject to achieving business performance measures. |

  46. PROPOSAL 2 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)

    | • | Alignment with the interests of shareholders - Equity awards align our executives’ financial interests with those of our shareholders by providing value to our executives if the market price of our shares increases. |

  47. PROPOSAL 2 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)

    | • | Integration of ESG into executive compensation: 20% of our executives’ annual incentive compensation is determined by their individual performance, a significant portion of which is an evaluation of how they lead, manage and live our values, the first one of which is: We have an uncompromising focus on operating safe, reliable and responsible facilities. Another 20% of our annual bonus plan is linked to ESG metrics - 15% to safety and 5% to carbon emission reduction. The Compensation Discussion and Analysis also discusses the compensation objectives and principles that underlie the Company’s executive compensation program, the elements of the program and how performance is measured, evaluated and rewarded. |

  48. PROPOSAL 2 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)

    | • | Promote creation of long-term shareholder value; |

  49. Summary of our Executive Compensation Program

    | – | We select metrics in our short-term incentive plan that focus our NEOs on achieving key annual financial and operational goals and objectives that drive overall performance that are expected to drive long-term shareholder value. Our short-term incentive plan also has an individual performance metric whereby our Co-CEOs and other NEOs performance is measured against pre-defined objectives. |

  50. Summary of our Executive Compensation Program

    | – | Metrics in our long-term incentive plan focus our NEOs on achieving long-term financial goals that are expected to lead to increased shareholder value; annual grants with overlapping performance periods reward sustained performance over the long-term. |

  51. Summary of our Executive Compensation Program

    | – | For our NEOs, 80% of targeted 2023 short-term incentive plan payout was linked to overall Tronox results, including Adjusted EBITDA less Capital Expenditures, Adjusted EBITDA Margin Relative to TiO2 Peers, safety metrics and a CO2 emissions metric. |

  52. Summary of our Executive Compensation Program

    | – | 50% of the annual long-term equity awards are performance-based RSUs with 50% linked to three-year TSR performance percentile ranking versus a peer group and the other 50% based on Return on Invested Capital (ROIC) performance in 2025 (the third year of the measurement period). The maximum overall vesting payout is subject to 200% of target RSUs. |

  53. Summary of our Executive Compensation Program

    | – | 50% of the annual long-term equity awards are time-based RSUs that vest over a three-year time period. These time-based RSUs are intended to incentivize executives to create shareholder value through share price appreciation and provide an employee retention incentive. |

  54. Summary of our Executive Compensation Program

    | – | Metrics and targets for both the short-term and long-term incentive plans are based on the Company’s strategic and business plans and annual budgets that are approved by the full Board and are analyzed and tested for reasonableness by the HRCC at the beginning of the performance period. The HRCC actively evaluates the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets. |

  55. Summary of our Executive Compensation Program

    | • | The HRCC also assesses the effectiveness of our compensation programs based on past pay versus performance when evaluating any future proposed changes. |

  56. Summary of our Executive Compensation Program

    | • | We review our Peer group annually to ensure appropriateness. |

  57. Summary of our Executive Compensation Program

    | – | Our 2023 compensation benchmarking peer group includes 15 companies that the HRCC believes reflect appropriate industry, size, geographic scope, and market dynamics. |

  58. Summary of our Executive Compensation Program

    | • | We do not re-price stock options. |

  59. Summary of our Executive Compensation Program

    | • | Our compensation consultants are independent. |

  60. Role of the Human Resources and Compensation Committee

    | • | Defines the terms and conditions, including performance metrics, for restricted shares/units, and other long-term equity awards for our executive officers and reviews and approves all grants made to the executive officers; |

  61. Use of Compensation Consultants

    Use of Compensation Consultants The HRCC has the sole authority to hire and terminate its consultant, approve its compensation, determine the nature and scope of its services, and evaluate its performance. The HRCC engaged two consulting firms during 2023, FW Cook and FIT Remuneration Consultants, LLP. The HRCC has engaged FW Cook since 2016 as its compensation consultant to provide information to the HRCC to assist it in making determinations regarding our compensation programs for executives. For the Corporate Governance and Sustainability Committee, FW Cook provides information regarding non-employee director compensation. In October 2022, FW Cook provided the HRCC with, among other things, a competitive pay analysis comparing the compensation of our executive officers against benchmark compensation statistics to assist the HRCC in determining 2023 executive officer compensation actions. During 2023, FW Cook provided the HRCC with program design advice, an independent review of 2023 compensation proposals developed by management, review of trends and regulatory developments, review of the Company’s proxy advisory firm reports, assistance with peer group review, risk assessment review of incentive programs, review of CD&A disclosure, review of executive perquisites, program advice on 2024 compensation programs, assistance with discussions regarding CEO succession compensation, and assistance with review of the new Performance versus Pay required disclosure and claw back policy. In October 2023, FW Cook provided the HRCC with a competitive pay analysis comparing the compensation of our executive officers against benchmark compensation statistics to assist the HRCC in determining 2024 executive officer compensation actions. In October 2023, FW Cook also provided the Corporate Governance and Sustainability Committee with a comparative analysis of non-employee director compensation. A representative from FW Cook attended all HRCC meetings in 2023, and FW Cook did not perform any other services for the Company or its management other than those described above. FW Cook provides information and data to the HRCC from surveys, proprietary databases and other sources, which the HRCC utilizes along with information provided by management and obtained from other sources. In making its decisions, the HRCC reviews such information and data provided to it by FW Cook and management and also draws on the knowledge and experience of its members as well as the expertise and information from within the Company, including from the human resources, legal, and finance groups. The HRCC considers executive compensation matters at its quarterly meetings and at special meetings as needed based on our annual compensation schedule. During 2023, the HRCC also engaged FIT Remuneration Consultants, LLP to assist the HRCC and the Corporate Governance and Sustainability Committee in drafting required 2023 UK disclosure as a result of the Company’s re-domiciling to the UK in March 2019. A representative from this firm participated in the combined relevant committee meeting during 2023 to discuss draft UK required disclosures for 2023. In connection with its engagement of FW Cook and FIT Remuneration Consultants, LLP, the HRCC considered various factors bearing upon each firm’s independence including, but not limited to, the amount of fees received by each firm from Tronox as a percentage of each firm’s respective total revenue, their policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact their independence. After reviewing these and other factors, the HRCC determined that both firms were independent and that their engagements did not present any conflicts of interest. Both FW Cook and FIT Remuneration also determined that they were independent from management and confirmed this in written statements delivered to the Chair of the HRCC.

  62. Annual Evaluation

    Annual Evaluation At the end of the fiscal year, the Co-CEOs prepare a self-evaluation of their and the executive team’s performance and provide it to the HRCC. In executive session, the full board also provides its input on the Co-CEOs’ performance for consolidation by the HRCC. The Chair of the HRCC and the Chair of the Corporate Governance and Sustainability Committee communicate to the Co-CEOs the Board’s assessment of the Co-CEOs’ performance. The HRCC also determines the incentive amount, long-term incentive award, and any base salary change for the Co-CEOs. In addition, each executive officer provides a self-evaluation for his/her own performance and reviews his/her evaluation with the Co-CEOs. The Co-CEOs then provide their recommendation for each executive’s base salary increase, annual incentive award, and long-term incentive award. The HRCC then determines the amounts for any base salary increase and annual and long-term incentive awards for each executive officer.

  63. Competitive Market Overview

    Competitive Market Overview Our executive compensation program is designed to be competitive within the various marketplaces in which we compete for employees. While the HRCC does not believe that it is appropriate to establish compensation levels based solely on benchmarking, it believes that information regarding pay practices at peer companies is useful in two respects. First, the HRCC recognizes that our compensation practices must be competitive in the marketplace and reviewing market pay practices provides a framework for assessing competitiveness. Second, marketplace information is one of the many factors that the HRCC considers in assessing the reasonableness of compensation and for our NEOs we start by targeting to deliver median levels of each element of target direct compensation compared to the peer group. Although the HRCC considers compensation levels for executive officers of other companies, it does not mechanically apply the data but rather engages in a rigorous quantitative and qualitative review and weighing of the competitive information with other Company and individual performance factors, such as our specific business strategy, financial situation, and performance, in making its compensation determinations. With the input of its independent compensation consultant, the HRCC reviews the peer group annually and revises such group as appropriate. We endeavor to identify companies that are comparable to our core businesses as well as comparable from a size perspective. In August 2022, the HRCC, with the assistance of FW Cook, conducted its annual review of the Company’s peer group to be used in connection with 2023 compensation determinations and determined the continued suitability of the peer group. After reviewing various attributes (e.g. annual revenues and number of employees) of the 2022 Peer Group, the HRCC agreed that no changes were necessary and that this same peer group would be used for 2023 (the “2023 Peer Group”). Our peer group for fiscal year 2023 (the “2023 Peer Group”) includes the following 15 companies:

  64. Competitive Market Overview

    | Chemical Companies with TiO2 Segments | Specialty and Diversified Chemical Companies | | Commodity Chemical Companies & Other | | The Chemours Co. | Albemarle Corp | H.B. Fuller Co. | Cabot Corp | | Venator Materials(1) | Ashland Global Holdings | Huntsman Corp. | Koppers Holdings | | | Avient Corp(2) | Minerals Technologies | Olin Corp. | | | Celanese Corp | Stepan Co. | Trinseo | | | Ferro Corp(3) | | | | (1) Company filed for bankruptcy protection and delisted in May 2023. | | | | | (2) Name change from PolyOne Corp. to Avient Corp. in July 2020. | | | | | (3) Company acquired by Prince International in April 2022. | | | |

  65. Competitive Market Overview

    As of August 2022, our revenue and number of employees were between the 51st and 71st percentiles of the 2023 Peer Group companies. In August 2023, the HRCC, with the assistance of FW Cook, conducted its annual review of the Company’s peer group to be used in connection with 2024 compensation determinations and determined the continued suitability of the 2023 Peer Group based on a review of various attributes (e.g. company annual revenues and number of employees). As a result of this review, the HRCC approved the same companies as set forth above (the “2024 Peer Group”). However, the 2024 Peer Group will exclude Ferro Corp. that was acquired by Prince International in 2022 and the removal of Venator Materials that filed for bankruptcy in 2023. As of August 2023, our revenue and number of employees were between the 31st and 50th percentiles of the 2024 Peer Group companies.

  66. Elements of Compensation

    Elements of Compensation These are the components of the 2023 fiscal year executive compensation included in the Summary Compensation Table, and benefits under broad-based benefit plans in which executive officers participate. As described above, we target the median of each element of direct compensation as compared to the 2023 Peer Group (as described under “The Executive Compensation Process – Competitive Market Overview”). We also provide additional benefits and perquisites to be competitive with local practices and with our peer group.

  67. Elements of Compensation

    | Component | Key Features | Objectives | Principal 2023 Actions | | Base Pay | Fixed annual cash amount, paid at regular payroll intervals Reviewed annually and adjusted if needed based on performance and market comparison | Provide a regular source of income at reasonable, competitive levels. | In February 2023, the Board approved a 3.5% salary increase for each of our Co-CEOs. Mr. Turgeon’s and Mr. Romano’s salary increased from $918,000 to $950,000, respectively. Other NEOs (excluding Mr. Carlson) received merit increases that ranged from 3.5% to 5.0% and Mr. Srivisal received a 16.3% promotional increase that included a merit increase. | | Short-term Incentive | Performance-based cash compensation opportunity: committee determines payout based on company, regional or site performance, if applicable, and levels of individual contributions. Proxy officers participate in the same AIP with our other executives and our other employees, but payout is determined based on overall company performance and levels of individual contribution. | Focus executive officers and organizations they lead on achieving key annual financial and operational goals and objectives that drive overall performance and reward for successful performance. | AIP payments were calculated using a predetermined formula based on overall company metrics established at the beginning of the year, plus personal performance results. 2023 AIP payments for the NEOs resulted in payouts of 50% of target on the overall Tronox component after the HRCC exercised negative discretion reflecting the Company’s poor safety performance during 2023. But for the HRCC’s decision to exercise negative discretion, the NEOs would have received payouts of 64.5% of target on this component. | | Long-term Incentive (1) | Equity-based compensation: amount realized, if any, dependent on company achieving long-range financial goals and sustained or increased stock price. LTIP opportunity delivered through: - Time-based RSUs (50% of total LTIP award): • Vest in 3 equal annual installments over a three-year service period. • Award settled in ordinary shares of company stock. • Dividend equivalents accrue and paid only upon vesting. - Performance-based RSUs (50% of total LTIP award): • 50% eligible for vesting based on achievement of Company performance Total Shareholder Return (TSR) performance versus Capital Markets Peer Group over a three-year performance period. • 50% eligible for vesting based on achievement of Company Return on Invested Capital (ROIC) and will vest based on 2025 ROIC (the third year of the measurement period). • Maximum overall vesting is subject to | Focus executive officers on achieving and sustaining longer-term business results and reward performance. Performance-based RSUs motivate officers to achieve three-year financial goals that are expected to lead to increased shareholder value; annual grants with overlapping performance periods reward sustained performance over the long-term. | On February 21, 2023, as part of the annual equity grant cycle, LTIP awards were granted to each NEO. For each Co-CEO, the Board approved a Target LTIP award with a dollar value of $3,100,000 that increased from $2,450,000. LTIP grants were awarded to other NEOs with a dollar value based on the guideline of 180% of base salary that was increased from 150% or, for Mr. Austin, 150% of base salary that was increased from 120%. On April 3, 2023, Mr. Srivisal was awarded an incremental true-up equity grant that together with his February 21, 2023 award equaled his new LTIP of 180% of his new salary of $550,000. The LTIP dollar value is converted to number of RSUs based on the closing price of the Company’s stock on the date of grant. Amounts actually earned will vary based on stock price and corporate performance. |

  68. Elements of Compensation

    | Component | Key Features | Objectives | Principal 2023 Actions | | | 200% of target RSUs. • Vest shortly after the end of three-year performance/vesting period. • Award settled in ordinary shares of company stock. • Dividend equivalents accrue and paid only upon vesting. | | | | Benefits | Additional elements defined by local practice including medical and other insurance benefits, pension and other long-term savings plans, and post-employment compensation. Cost of health and welfare benefits partially borne by employees, including executive officers. | Intended to provide competitive benefits that promote employee health, financial security, and income security in the event of an executive’s involuntary termination. | No significant changes to programs in 2023. | | Limited Perquisites | Financial counseling assistance valued at up to $10,000 per year per executive officer to assist with financial planning given significant Company stockholdings and/or complex foreign tax situations. Full or partial tax equalization payments (inclusive of any additional tax reimbursements associated with the tax paid, as appropriate) and payment of UK tax incurred on accommodation and meals while conducting business in the UK (inclusive of any additional tax reimbursements associated with the tax paid). | Intended to provide assistance to executives in making strategic decisions regarding their financial and tax arrangements. Intended to mitigate or eliminate incremental tax burden as a result of the Company conducting business in the UK, where applicable for UK activities. | For Messrs. Turgeon and Romano who are executive directors of Tronox and hence, due to our jurisdiction of incorporation in the UK, subject to UK tax, we provided tax payments and related tax reimbursement payments regarding UK tax to mitigate or eliminate incremental tax burden. |

  69. Elements of Compensation

    | (1) The LTIP dollar value awarded may differ from the Fair Value of the award as reported in the 2023 Summary Compensation Table which reports the value of long-term incentives granted in accordance with applicable accounting rules. |

  70. Elements of Compensation

    We combine the aforementioned elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives, but do not reward failure to perform on these objectives, and align the interests of our executive officers and other senior personnel with those of our shareholders. We utilize the particular elements of compensation described above because we believe that they provide a mix of secure compensation, retention value and at-risk compensation which produce short-term and long-term performance incentives and rewards. By following this approach, we provide the executive with a measure of financial security, while motivating him or her to focus on business metrics that will produce a high level of short-term and long-term performance for Tronox that will create value for shareholders. Our compensation mix, which includes short-term and long-term incentives as well as time and performance vesting features, is competitive and reduces the risk of recruitment of our top executive talent by competitors. The mix of metrics used for our annual performance bonus and long-term incentive program likewise provides an appropriate balance between short-term and long-term financial and stock performance. All incentives are intended to be aligned with our stated compensation philosophy of providing compensation commensurate with performance, while targeting pay at approximately the 50th percentile of the competitive market. For purposes of compensation competitiveness, the competitive market consists of our current peer group as described previously under “The Executive Compensation Process – Competitive Market Overview.” The HRCC focuses on the total compensation opportunity for each NEO but also on the mix of compensation. A substantial portion of the compensation opportunity beyond base salary is at-risk and must be earned based upon achievement of annual and long-term performance goals. The proportion of compensation designed to be delivered in base salary versus variable pay depends on such NEO’s position and the opportunity for that position to influence performance outcomes; the relative levels of compensation are based on differences in the levels and scope of responsibilities of the NEOs. Generally, the more senior the level of such NEO and the broader his or her responsibilities, the greater the amount of pay opportunity that is variable. The relationship between fixed and variable pay and between fixed and short-term and long-term incentives in our compensation program is illustrated by the following charts which show the relative portions of base salary, target annual incentive, and the target value of equity awards that, in aggregate, comprised the 2023 fiscal year target total direct compensation. For purposes of the illustration below, we have modeled the pay mix of our Co-CEOs and other NEOs. AIP = Annual Incentive Plan; LTIP = Long-Term Incentive Plan; RSUs = Restricted Stock Units.

  71. 2023 Short-Term Incentive Plan

    2023 Short-Term Incentive Plan For 2023, Tronox’s executive officers were eligible to receive cash awards under the 2023 Annual Incentive Plan. This plan is covered under the Tronox Holdings plc Amended and Restated Annual Bonus Incentive Plan. The size of the target incentive payable to each executive officer is set as a percentage of each executive officer’s base salary (the “Target Percentage”). The target incentive is paid for achieving the targeted objectives described below. The threshold level of performance pays 50% of target and achieving maximum performance pays 200% of target. Annually, the HRCC reviews the competitive analysis of total cash compensation and total direct compensation for the NEOs, and considers the input of our Co-CEOs and our independent compensation consultant, FW Cook. Based on this evaluation, the HRCC may selectively adjust the annual incentive award target of the NEOs. In February 2023, the HRCC made no changes to the Target Percentage for any NEO. The Target Percentage for our Co-CEOs was 100% of base salary, the Target Percentage for the other NEOs (excluding Messrs. Engle and Austin) was 70% of base salary, and the Target Percentage for Messrs. Engle and Austin was 60%. Our NEOs have a portion of their incentive tied to overall Tronox performance (80%) and a portion tied to individual performance (20%). Each year the HRCC determines appropriate metrics for measuring overall Tronox performance and makes changes from time-to-time to drive shareholder value and to best measure and motivate management’s delivery of the Company’s strategic priorities at that point in time. Historically, financial results have represented 80% of the overall Tronox performance metrics and 20% have represented safety metrics. For 2023, plan structure remained unchanged and included an environmental sustainability metric (reduction in tons of CO2 emissions per ton of production) at a 5% weight. For 2023, the HRCC established overall Tronox performance objectives that included two financial metrics, two safety metrics and one sustainability metric:

  72. 2023 Short-Term Incentive Plan

    | • | 2023 Adjusted EBITDA less Capital Expenditures weighted at 50%. We are using this metric as a measure of our free cash flow, which is one of the primary metrics that our investors use to evaluate our financial performance. We have assigned it our highest weighting. |

  73. 2023 Short-Term Incentive Plan

    | • | Adjusted EBITDA Margin Relative to TiO2 Peers (Adjusted EBITDA margin as compared to the average Adjusted EBITDA margin achieved by the Company’s TiO2 Peers) weighted at 30%. Given that our Adjusted EBITDA can rise or fall with TiO2 market demand, irrespective of management actions, the HRCC has incorporated a metric that measures management’s performance independent of market cyclicality. Since we typically see our direct TiO2 peers’ financial performance rise and fall in a similar fashion to ours, we sought a metric that would assess whether Tronox management had delivered differentiated performance relative to its TiO2 peers. This metric rewards management only if Tronox management outperforms its peers, as measured by Adjusted EBITDA margin. |

  74. 2023 Short-Term Incentive Plan

    | • | 2023 Disabling Injury Frequency Rate (DIFR) weighted at 7.5%. This metric measures the frequency of serious injuries to our employees and contractors. Safety is one of our highest priorities, and we have observed that a strong safety culture and work environment has a correlation with financial and operating performance. |

  75. 2023 Short-Term Incentive Plan

    | • | 2023 Total Recordable Injury Frequency Rate (TRIFR) weighted at 7.5%. This metric measures the frequency of all injuries, with the exception of first aid cases, to our employees and contractors. |

  76. 2023 Short-Term Incentive Plan

    | • | 2023 Tons of CO2 Emissions Per Ton of Production weighted at 5%. This metric measures the number of tons of CO2 emissions per ton of product. CO2 emissions include both Scope 1 and Scope 2 emissions and the percentage reductions are tied to a 2019 baseline. |

  77. 2023 Short-Term Incentive Plan

    For purposes of the 2023 Annual Incentive Program, the results were calculated as follows:

  78. 2023 Short-Term Incentive Plan

    | • | 2023 Adjusted EBITDA less Capital Expenditures is calculated by deducting 2023 capital expenditures as reported in the Company’s Statement of Cash Flows from reported 2023 Adjusted EBITDA, a non-GAAP measure. |

  79. 2023 Short-Term Incentive Plan

    | • | Adjusted EBITDA Margin Relative to TiO2 Peers is calculated by dividing reported Adjusted EBITDA in the four quarters ending September 30, 2023 by reported net sales in the same period. For our peer companies (Chemours Titanium Technologies Segment, Venator Titanium Dioxide Segment and Kronos Holdings), it is calculated in a similar fashion, except, for comparative purposes, we also deduct a pro-rata portion of corporate and other costs from Adjusted EBITDA for the Chemours Titanium Technologies Segment and the Venator Titanium Dioxide Segment. We then divide the aggregate Adjusted EBITDA for the three TiO2 peers by their aggregate net sales to calculate a weighted average Adjusted EBITDA margin for the Company’s peers. The TiO2 Peer’s weighted average Adjusted EBITDA margin is then deducted from Tronox’s Adjusted EBITDA margin. During 2023, Venator filed for bankruptcy resulting in no reported financial data for the second and third quarters of 2023. For purposes of this year’s calculations, Venator Titanium Dioxide Segment results were included in the aggregate calculation for the first two quarters out of the four quarters ending September 30, 2023. With or without Venator peer data, the Company exceeded the maximum performance level target. |

  80. 2023 Short-Term Incentive Plan

    | • | 2023 Disabling Injury Frequency Rate is calculated by dividing the total reported number of employee and contractor lost time injuries and restricted work injuries during the year by the number of total employee and contractor hours worked during the year and multiplying by 200,000. |

  81. 2023 Short-Term Incentive Plan

    | • | 2023 Total Recordable Injury Frequency Rate is calculated dividing the total reported number of employee and contractor recordable injuries during the year by the number of total employee and contractor hours worked during the year and multiplying by 200,000. |

  82. 2023 Short-Term Incentive Plan

    | • | CO2 emissions is calculated by dividing the number of tons of CO2 emissions (both Scope 1 and Scope 2) by total number of tons of product. |

  83. 2023 Short-Term Incentive Plan

    In the event of a fatality to an employee, contractor or visitor at a Tronox location, or the loss of life to someone in the community near a Tronox site caused by a site-specific event, the HRCC has full discretion to adjust safety payouts downward for individuals, sites, regions or all of Tronox, including eliminating the payout of any and all safety components. In determining the scale and application of the downward adjustment, the HRCC evaluates and considers:

  84. 2023 Short-Term Incentive Plan

    | • | The facts and circumstances of the fatality, and the response to the incident at the site; |

  85. 2023 Short-Term Incentive Plan

    | • | The trended monthly and full year safety metrics for the site where the incident occurred and for all of Tronox, compared to prior year and to target, assessing whether safety improved following the incident; and, |

  86. 2023 Short-Term Incentive Plan

    | • | The actions taken by management following the incident to address gaps and prevent something like it from occurring again, at the site, in the region, and across all of Tronox. |

  87. 2023 Short-Term Incentive Plan

    During 2023, the HRCC reevaluated and rescinded the minimum overall level of Free Cash Flow that must be achieved for any payout under the AIP based on its determination that a Free Cash Flow “gate” metric was inappropriate for a company like Tronox that needs to invest capital throughout the business cycle. To reflect performance above or below targets, the overall Tronox metrics each have sliding scales that provide for annual incentive bonus payouts greater than the target bonus if results are greater than target (up to a maximum 200% payout) or less than the target bonus if results are lower than the target (down to a threshold of 50% of target payout, below which there would be no payout). The following chart summarizes the 2023 Annual Incentive Plan metrics and their relative weighting for the Co-CEOs and other executive officers. At its February 21, 2023 meeting, the committee set the overall Tronox objectives as follows:

  88. 2023 Short-Term Incentive Plan

    | Objective | Weighting | Threshold 50% | Target 100% | Maximum 200% | | Adj EBITDA less Capital Expenditures | 50% | $315M | $375M to $425M | $455M | | Adj EBITDA Margin Relative to TiO2 Peers | 30% | 4.0% | 8.0% | 12.0% | | Safety: Disabling Injury Frequency Rate | 7.5% | 0.19 | 0.15 | ≤0.11 | | Safety: Total Recordable Injury Frequency Rate | 7.5% | 0.44 | 0.36 | ≤0.30 | | Sustainability: Tons of CO2 Emissions Per Ton of Production | 5% | 1.640 | 1.597 | ≤1.570 |

  89. 2023 Short-Term Incentive Plan

    At its February 20, 2024 meeting, the HRCC reviewed the Company’s performance compared to the overall Tronox objectives and determined the following:

  90. 2023 Short-Term Incentive Plan

    | • | For the fiscal year 2023, Tronox reported actual Adjusted EBITDA of $524 million and capital expenditures of $261 million resulting in Adjusted EBITDA less Capital Expenditures of $263 million. The $263 million in Adjusted EBITDA less Capital Expenditures was below the threshold of $315 million, resulting in no payout for this component. |

  91. 2023 Short-Term Incentive Plan

    | • | In the four quarters ending September 30, 2023 Tronox reported $543 million in Adjusted EBITDA, net sales of $2,813 million, and an Adjusted EBITDA margin of 19.3%. During the same period, our three TiO2 peers recorded a combined $26 million in Adjusted EBITDA, $4,797 million in combined net sales, and Adjusted EBITDA margin of 0.5% (calculated as described above). Accordingly, Tronox outperformed its TiO2 peers by18.8 margin points, resulting in a maximum payout for this component. |

  92. 2023 Short-Term Incentive Plan

    | • | In the fiscal year 2023, our disabling injury frequency rate (DIFR) of 0.23 injuries to employees and contractors per 200,000 hours corresponded to performance below threshold and resulted in no payout for this component. Our total recordable injury frequency rate (TRIFR) of 0.43 injuries to employees and contractors per 200,000 hours worked corresponded to performance between threshold and target performance levels, resulting in a calculated 56.3% payout for this component. However, this component payout was then reduced to 0% payout due to the fatality that occurred at the Company’s Namakwa Sands mining operations in the Republic of South Africa and the Company’s overall disappointing safety performance. |

  93. 2023 Short-Term Incentive Plan

    | • | For fiscal year 2023 Tronox achieved 1.606 tons of CO2 emissions per ton of product that was between the threshold and target established, between 1.640 and 1.597 tons of CO2 emissions per ton of product, respectively, resulting in an 89.5% payout for this component. |

  94. 2023 Short-Term Incentive Plan

    In light of the fatality at the Company’s Namakwa Sands mining operations in the Republic of South Africa, the HRCC used its authority to exercise negative discretion to further decrease the ‘Overall Tronox’ component payout from 64.5% to 50% for all of the Company’s functional and operational leadership positions including the NEOs. This decision reinforces the Board’s commitment to safety and its expectations of the Company’s safety performance. The actual 2023 overall Tronox results versus the AIP metrics were calculated as follows:

  95. 2023 Short-Term Incentive Plan

    | | Performance Levels | | | | | | | | | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Actual Payout % | Metric Weighting | Resulting Payout % | | Adj EBITDA less Capital Expenditures | $315M | $375M to $425M | $455M | $263M | 0.0% | 50.0% | 0.0% | | Adj EBITDA Margin Relative to TiO2 Peers | 4.0% | 8.0% | 12.0% | 18.8% | 200.0% | 30.0% | 60.0% | | Safety DIFR | 0.19 | 0.15 | ≤0.11 | 0.23 | 0.0% | 7.5% | 0.0% | | Safety TRIFR | 0.44 | 0.36 | ≤0.30 | 0.43 | 56.3% | 7.5% | 0.0% | | Sustainability CO2 Emissions | 1.640 | 1.597 | ≤1.570 | 1.606 | 89.5% | 5.0% | 4.5% | | | | | | | TOTAL PAYOUT %: | | 64.5% | | | | | | | BOD Negative Discretion: | | (14.5%) | | | | | | | Adjusted TOTAL PAYOUT %: | | 50.0% |

  96. 2023 Short-Term Incentive Plan

    At the February 20, 2024 meeting the HRCC approved the overall 2023 Tronox results, which including the use of negative discretion, resulted in a payout of 50.0% of target. The overall Tronox payout represents 80% of our NEOs’ annual incentive opportunity. The remaining 20% is based on the HRCC’s evaluation of individual performance. At the same Committee meeting, our two Co-CEOs, Messrs. Turgeon and Romano, reviewed their own performance and that of the other NEOs with the Committee. The following factors influenced the Committee’s and the independent members of our Board’s decisions on 2023 cash compensation for the Co-CEOs and other NEOs with respect to the 20% based on individual performance:

  97. 2023 Short-Term Incentive Plan

    | Safety and Sustainability: | • With regard to safety, the 2023 targets for Disabling Injury Frequency Rate (DIFR) and Total Recordable Injury Frequency Rate (TRIFR) were once again deemed “stretch” and had they been achieved would have represented the best in the Company’s history. Although the vast majority of the reportable injuries were injuries not deemed to be of a highly severe nature and occurred during tasks not associated with the more arduous nature of our business, in July 2023, the Company regrettably experienced a contractor fatality at its Namakwa Sands mining operations in the Republic of South Africa. As a result of such fatality, the Committee applied negative discretion of 14.5% to each of the NEO’s AIP payout regarding the overall Tronox results. • In 2023, the Company was able to reduce carbon emissions by 4.4% against the 2019 baseline, just shy of its target but well above-threshold primarily due to the installation of automated process controls at the Company’s TiO2 facilities which reduces the volume of pet coke needed to produce TiO2. The intensity reduction was achieved despite lower production due to market conditions beyond the Company’s control. If production levels had been maintained as initially expected when management set the 2023 carbon emissions target, we believe the 2023 carbon emission reduction would have exceeded the 5% target. • Through the dedication and commitment of management and the Company’s workforce in South Africa, we currently expect our 200 MW solar energy project to be fully on-line during the first-half of 2024, which represents only a slight delay in management’s initial expectation. | | Production and Operations: | • Despite 2023 seeing a continuation of one of the most severe cyclical downturns in the TiO2 industry’s history and unexpected softening in zircon end-user demand, management continued to proactively take steps to manage working capital and reduce inventory levels by adjusting production levels. • In 2023, the Company again delivered strong Adjusted EBITDA margins of approximately 18.4% which is far higher than its direct TiO2 pigment western peers despite the fact that in volume terms TiO2 pigment sales declined 15% versus 2022 and zircon sales declined 42% versus 2022. • Management successfully leveraged the Company’s global footprint to continue to reliably supply customers despite the unexpected operational challenges experienced at some of its operating sites. | | Financial Results: | • Although the Company fell short of the financial targets established at the beginning of 2023, the Committee considered the unprecedented length and severity of the industry’s down cycle which was attributable to both weakened end-user demand as well as the aggressive growth in Chinese TiO2 production capacity and exports. • Despite the prolonged industry downturn throughout 2023, the Company reported full-year revenue of $2,850 billion and full-year Adjusted EBITDA of $524 million. The full-year 2023 Adjusted EBITDA margin of 18.4% decreased only 7% compared to the prior year and far exceeded the Company’s direct TiO2 pigment western competitors. | | Capital Deployment: | • Despite the difficult industry conditions during 2023, management maintained capital expenditures in-line with its initial forecast. • The prudent management of the Company’s balance sheet and liquidity position enabled approximately $89 million in cash to be returned to shareholders in the form of dividends. During 2023, management also adeptly undertook a $350 million incremental term loan to enhance the Company’s overall liquidity position and to enable key capital investments, primarily the expansion projects for mines reaching end of life in South Africa. |

  98. 2023 Short-Term Incentive Plan

    The final bonus payment awarded to each NEO for their 2023 fiscal year performance is provided in the table below, disaggregated to show the overall Tronox result and the individual performance result.

  99. 2023 Short-Term Incentive Plan

    | | | Overall Tronox Results | | | Individual Performance | | | Total Payout | | | Executive | Target Award $ | Weighting | Result | Amount | Weighting | Result | Amount | | as a percent of Target award | | Jean-François Turgeon | $950,000 | 80% | 50.0% | $380,000 | 20% | 100.0% | $190,000 | $570,000 | 60.0% | | John D. Romano | $950,000 | 80% | 50.0% | $380,000 | 20% | 100.0% | $190,000 | $570,000 | 60.0% | | D. John Srivisal | $385,000 | 80% | 50.0% | $154,000 | 20% | 100.0% | $77,000 | $231,000 | 60.0% | | Jeffrey N. Neuman | $404,634 | 80% | 50.0% | $161,853 | 20% | 100.0% | $80,927 | $242,780 | 60.0% | | Russell Austin | $242,776 | 80% | 50.0% | $97,111 | 20% | 50.0% | $24,278 | $121,388 | 50.0% | | Jeffrey A. Engle | $277,830 | 80% | 50.0% | $111,132 | 20% | 100.0% | $55,566 | $166,698 | 60.0% |

  100. Long-Term Incentive Program

    Long-Term Incentive Program We provide a long-term incentive opportunity to motivate and reward our executive officers for contributions in driving our overall performance and for retention purposes. The amounts of the grants were determined by a pre-established formula guideline (unchanged since the original appointment of each executive to their positions) that was formulated using competitive market data. Our Co-CEOs’ LTIP award is based on a dollar amount, not based on a percent of salary. On February 21, 2023 as part of the annual equity grant cycle, Messrs. Romano and Turgeon both received a Target LTIP grant of $3,100,000 that was increased from $2,450,000 Target LTIP from the prior year. The new Target LTIP was determined and recommended by the HRCC following their review of benchmark peer data provided by FW Cook and then approved by the Board. The guideline Target LTIP award for all other participants is tied to the level of the role and denominated as a percentage of base salary. For our NEOs this equates to 180% (increased from 150% from the prior year) of base salary for Messrs. Srivisal and Neuman, and 150% (increased from 120% from the prior year) of base salary for Messrs. Austin and Engle. The HRCC has discretion to adjust actual LTIP awards above or below the guideline. The new guideline Target LTIP awards were determined and recommended by the HRCC following their review of benchmark peer data provided by FW Cook. Mr. Carlson did not receive an LTIP award due to his planned April 2023 retirement. The LTIP dollar value awarded is divided by the company’s closing stock price on the date of grant to determine the number of RSUs granted. The Target LTIP dollar value may differ from the Fair Value of the award as reported in the 2023 Summary Compensation Table which reports the value of long-term incentives granted in accordance with applicable accounting rules. Awards are provided granted RSUs consistently throughout all jurisdictions in which we operate. We believe RSUs provide value based on the NYSE value of our shares without any discount, but there is the risk that some or all of the granted RSUs will not vest if the executive does not remain employed with us, and with respect to performance-based RSUs, if performance is not achieved. Commencing with awards granted in February 2019, the Company moved the vest date for employee equity from anniversary date of grant to fixed vesting date of March 5 so that the vesting date is always outside of a black-out period. Hence, performance-based RSUs vest on March 5 following the three-year measurement period and time-based RSUs vest one-third on each March 5 starting with March 5 in the calendar year following the grant date. For RSUs vesting in 2022 and going forward, all outstanding RSU awards vest on March 5. Dividend equivalents on both performance-based and time-based RSUs are accumulated and paid only when the RSUs vest. Dividends equivalents will not be paid in the event that such RSUs do not vest. Time-based RSUs are intended to incentivize executives to create shareholder value through share price appreciation and provide an employee retention incentive. We believe performance-based RSUs provide value by linking the award vesting and payments to the long-term results of the Company.

  101. 2023 Long-Term Incentive Program

    2023 Long-Term Incentive Program The 2023 long-term incentive program maintains the same allocation between time-based and performance-based RSUs. On February 21, 2023, the HRCC granted long-term incentives using a mix of performance-based RSUs and time-based RSUs to each of the NEOs. The 2023 grant (dated February 21, 2023) to our NEOs was allocated as follows:

  102. 2023 Long-Term Incentive Program

    | AWARD TYPE | PERCENTAGE | | Performance-based Restricted Share Units | 50% | | Time-based Restricted Share Units | 50% |

  103. 2023 Long-Term Incentive Program

    For 2023, the HRCC approved utilizing Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) as the two metrics for performance-based awards whereby 50% of the performance-based RSUs are tied to each respective metric. TSR has been utilized as a long-term incentive metric since 2019 and ROIC has been utilized as a long-term incentive metric since 2021. The HRCC determined that the use of both TSR and ROIC best balances the focus of our NEOs on achievement of building shareholder value and long-term profitable growth of the business. Since 2019, TSR performance-based awards, including the 2023 awards, utilized three-year TSR performance of a “Capital Markets Peer Group” (see below for listing of companies) versus the peer group used for compensation purposes that must also consider companies of similar size and scope. The HRCC determined that the Capital Markets Peer Group, regardless of company size, better reflects companies that have similar market characteristics, economics (margins, capital intensity, and cycle dynamics), and trade at similar EBITDA multiples. The Capital Markets Peer Group was also developed as part of our strategic planning efforts and reflect companies that our NEOs regularly monitor our company’s performance against. As such, the HRCC determined it was in the best interest of shareholders to continue to align the incentives of our NEOs with the performance of our company versus the performance of those companies in the Capital Markets Peer Group. RSUs vest annually on March 5. Hence, the vest date for the performance-based RSUs, subject to performance criteria as specified below is March 5, 2026 and the vest dates for the service-based RSUs are March 5, 2024, March 5, 2025, and March 5, 2026. If the vest date is not a trading day then the award vests on the next trading day. Details of the long-term incentives granted during 2023 are shown below:

  104. 2023 Long-Term Incentive Program

    | • | 50% of the performance-based RSUs granted are tied to Total Shareholder Return (TSR) and will vest based on the percentile rank of our TSR (defined as share price appreciation plus dividends reinvested) over the three-year measurement period of January 1, 2023 to December 31, 2025 as compared to companies in the “Capital Markets Peer Group” as defined below. For purposes of calculating TSR, the starting price for the period will be based on the 30-day average closing price prior to the measurement period and the ending price will be based on the 30-day average closing price prior to the end of the measurement period. The actual number of units that will vest will be equal to the aggregate number of units granted multiplied by the applicable TSR payout percentage. The TSR payout percentage will be determined using straight-line interpolation between Threshold and Target and between Target and Maximum. |

  105. 2023 Long-Term Incentive Program

    | THREE-YEAR TOTAL SHAREHOLDER RETURN PERCENTILE RANKING | TSR PAYOUT | | PERCENTAGE | | | 65th percentile (Maximum) | 200% | | 50th percentile (Target) | 100% | | 35th percentile (Threshold) | 25% | | Below 35th percentile | 0% |

  106. 2023 Long-Term Incentive Program

    Due to mergers and consolidation, the number of companies in Capital Markets Peer Group had shrunk from the initial 17 to 13. In order to maintain the group at an appropriate size, the HRCC approved expanding the Capital Markets Peer Group to 20 companies that included the following companies: Ashland Inc (ASH); Avient Corporation (AVNT); Axalta Coating Systems Ltd. (AXTA); Cabot Corporation (CBT); Eastman Chemical Company (EMN); FMC Corporation (FMC); H.B. Fuller Company (FUL); Iluka Resources Limited (ILU.AX); Koppers Holdings Inc. (KOP); Kronos Worldwide, Inc. (KRO); Minerals Technologies Inc. (MTX); Olin Corporation (OLN); Orion Engineered Carbons, S.A. (OEC); Quaker Chemical Corporation (KWR); Rayonier Advanced Materials Inc. (RYAM); RPM International Inc.(RPM); The Chemours Company (CC); Univar Solutions Inc. (UNVR); U.S. Silica Holdings, Inc. (SLCA); and Venator Materials PLC (VNTR). Since the award grant date, Univar Solutions Inc. was acquired in 2023 and therefore, the Capital Markets Peer Group will exclude the results of this company for purposes of determining the final payout. Venator Materials PLC filed for Chapter 11 bankruptcy in 2023 and TSR results for this company will be counted as negative 100% TSR for the three-year period.

  107. 2023 Long-Term Incentive Program

    | • | 50% of the performance-based RSUs granted are tied to Return on Invested Capital (ROIC) and will vest based on ROIC in the third year of the measurement period. The ROIC performance measure has been set with relevant Threshold, Target and Maximum target levels; however, the actual targets are not being disclosed at the current time due to these being considered by the Company to be commercially sensitive. For Threshold, Target, and Maximum ROIC performance, the corresponding ROIC payout percentages are 25%, 100% and 200%, respectively. The actual number of units that will vest will be equal to the aggregate number of units granted multiplied by the applicable ROIC payout percentage. The ROIC payout percentage will be determined using straight-line interpolation between Threshold and Target and between Target and Maximum. |

  108. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2024

    Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2024 During the first quarter of 2024, the performance-based restricted share units from the February 2021 long-term incentive plan, covering the 2021 to 2023 performance period vested. The performance-based restricted share units vested based upon two metrics each weighted as follows:

  109. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2024

    | • | 50% of the performance-based RSUs vested based upon the percentile rank of our Total Shareholder Return (“TSR” defined as share price appreciation plus dividends reinvested) over the three-year measurement period of January 1, 2021 to December 31, 2023 as compared to companies in the “Capital Markets Peer Group” as defined below. The targets applying for the TSR measure are as follows: |

  110. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2024

    | Performance Metric | Below threshold (0% vesting) | Threshold (25% vesting) | Target (100% vesting) | Maximum (200% vesting) | | TSR percentile ranking | <35th percentile | 35th percentile | 50th percentile | 65th percentile |

  111. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2024

    For purposes of calculating TSR, the starting price for the period was based on the 30-day average closing price prior to the performance period and the ending price was based on the 30-day average closing price prior to the end of the performance period. The Company achieved 6.7% TSR over the period that equated to a 41.7th percentile ranking that resulted in a between threshold (35th percentile performance level) and target (50th percentile performance level) payout of 59.0% for this metric. The actual number of units that vested based on this metric equaled the aggregate number of shares granted multiplied by 50% and then multiplied by the 59.0% TSR payout percentage. The 2021 Capital Markets Peer Group included the following companies: Cabot Corporation (CBT); Ferro Corporation (FOE); GCP Applied Technologies Inc. (GCP); H.B. Fuller Company (FUL); Iluka Resources Limited (ILU.AX); Koppers Holdings Inc. (KOP); Kraton Corporation (KRA); Kronos Worldwide, Inc. (KRO); Minerals Technologies Inc. (MTX); Orion Engineered Carbons, S.A. (OEC); Quaker Chemical Corporation (KWR); Rayonier Advanced Materials Inc. (RYAM); Synthomer PLC (SYNT.L), The Chemours Company (CC); U.S. Silica Holdings, Inc. (SLCA); and Venator Materials PLC (VNTR). Since the award grant date, Ferro Corporation was acquired in 2022, GCP Applied Technologies Inc. was acquired in 2022, and Kraton Corporation was acquired in 2022 and therefore, the Capital Markets Peer Group excluded the results of these companies for purposes of determining the final payout. Venator Materials PLC filed for Chapter 11 bankruptcy in 2023 and TSR results for this company was counted as negative 100% TSR for the three-year period.

  112. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2024

    | • | 50% of the performance-based RSUs vested based upon the Company’s 3-year average annual Return on Invested Capital (“ROIC”) improvement versus 2020 ROIC during the three-year measurement period which covered calendar years 2021, 2022, and 2023. The Company achieved 3.1% 3-year average annual ROIC improvement over the period that resulted in a 95.3% payout (between threshold and target) for this metric. The actual number of units that vested based on this metric equaled the aggregate number of shares granted multiplied by 50% and then multiplied by the 95.3% ROIC payout percentage. |

  113. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2024

    The table below details the ROIC performance metric targets, actual performance, and resulting payout %:

  114. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2024

    | | PERFORMANCE LEVELS | | | | | | METRIC | THRESHOLD (25%) | TARGET (100%) | MAXIMUM (200%) | ACTUAL PERFORMANCE | RESULTING PAYOUT % | | 3-Yr Average Annual ROIC Improvement vs 2020 ROIC | 1.6% | 3.2% | ≥4.8% | 3.1% | 95.3% |

  115. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2024

    The overall weighed payout considering both TSR and ROIC performance metrics and their respective 50% weightings resulted in an overall payout of 77.2% of the aggregate number of shares granted.

  116. 2024 Long-Term Incentive Program

    2024 Long-Term Incentive Program For 2024, the long-term incentive program maintains the same mix between time-based (50%) and performance-based RSUs (50%). The HRCC approved utilizing Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) as the two metrics for performance-based awards whereby 50% of the performance-based RSUs will be tied to each respective metric. TSR has been utilized as a long-term incentive Company financial metric for performance-based RSUs granted since 2019. The HRCC determined that the use of both TSR and ROIC continues to best balance the focus of our NEOs on achievement of building shareholder value and long-term profitable growth of the business.

  117. 2024 Long-Term Incentive Program

    | • | For RSUs tied to TSR, the HRCC approved utilizing the same long-term incentive metric design utilized since the 2019 TSR RSU awards (3-year TSR performance of the Capital Markets Peer Group versus Company TSR performance). The HRCC continues to support using the Capital Markets Peer Group for long-term incentives as this peer group better reflects companies that have similar market characteristics, economics (margins, capital intensity, and cycle dynamics), and trade at similar EBITDA multiples, regardless of company size. |

  118. 2024 Long-Term Incentive Program

    | • | For RSUs tied to ROIC, the HRCC approved utilizing ROIC in the third year of the measurement period as the performance metric. |

  119. Annual Equity Grant Timing Practices

    Annual Equity Grant Timing Practices We make equity grants to our NEOs under our shareholder-approved Equity Incentive Plan on pre-established dates pursuant to our equity grant guidelines. Each year, the HRCC approves the annual awards to our NEOs and other direct reports of our CEO at its regularly-scheduled February meeting. The HRCC has delegated authority to our Co-CEOs to make annual grants, within certain parameters, to all other LTIP eligible employees, and at quarterly intervals to newly hired or newly promoted LTIP eligible employees as required. The grant date varies each year, but is always before the end of the month in which the grants were approved by the HRCC. The grant price is the “fair market value” of a share of our ordinary shares on the grant date, which we define as the closing price on the New York Stock Exchange on the grant date.

  120. Post Termination and Change of Control

    Post Termination and Change of Control Pursuant to relevant employment agreements and subject to applicable UK law, we are obligated to make certain payments to our executive officers and/or accelerate the vesting of their equity awards upon a termination of their employment, including termination of their employment in connection with a Change of Control. For further details on these arrangements, please refer to the sections “—Potential Payments upon Termination” and “—Employment Agreements.” We offer the benefits provided by such employment agreements, the retirement plans and awards granted under the Equity Incentive Plan upon a change of control in order to be competitive with other employers who provide similar or enhanced benefits and to diminish the potential distraction due to personal uncertainties and risks that are inevitable in a Change of Control situation or threat. We believe that maintaining such benefits will help keep the management team focused on our performance and the benefit to the shareholders in the event of a Change of Control. Moreover, under the UK Companies Act 2006, a payment for loss of office may not be made to a person who is, or has been, a director of Tronox Holdings unless either: (a) the payment is consistent with the Company’s approved directors’ remuneration policy prepared in accordance with the UK Companies Act 2006; (b) the payment is approved by resolution of the shareholders of the Company in accordance with the requirements of the UK Companies Act 2006; or (c) an exemption applies. The Company’s directors’ remuneration policy was approved by shareholders in 2023.

  121. Risk Assessment and Monitoring

    Risk Assessment and Monitoring The HRCC has analyzed and continues to monitor whether our compensation practices with respect to executive officers or any of our employees create incentives for risk-taking that could harm Tronox or its business. Our compensation programs and policies mitigate risk and guard against undue risk-taking through careful balancing of short-term and long-term incentive compensation opportunities and by employing different and diverse performance measures in each compensation plan. The combination of performance measures for annual bonuses and the equity compensation programs as well as the multiyear vesting schedules for equity awards encourage employees to maintain both a short and a long-term view with respect to company performance. The HRCC has determined that none of our compensation practices creates a risk that is reasonably likely to have a material adverse effect on the Company.

  122. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023

    SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023 The following table sets forth the total compensation for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 for our Co-CEOs, our Chief Financial Officer (for 2023 we report our current and former Chief Financial Officer), and our three most highly compensated other executive officers who were serving as executive officers as of December 31, 2023. For Mr. Austin, December 31, 2023 exchange rate was used to convert any non-US compensation to US dollars.

  123. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023

    | Name and Principal Position (1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jean-François Turgeon Co-Chief Executive Officer | 2023 | 942,000 | — | 3,479,551 | — | 570,000 | — | 302,701 | 5,294,252 | | | 2022 | 913,500 | — | 2,756,924 | — | 672,894 | — | 384,306 | 4,727,624 | | | 2021 | 848,692 | $500,000 | 1,671,158 | — | 1,754,100 | — | 343,910 | 5,117,860 | | John D. Romano Co-Chief Executive Officer | 2023 | 941,385 | — | 3,479,551 | — | 570,000 | 24,209 | 263,783 | 5,278,928 | | | 2022 | 913,154 | — | 2,756,924 | — | 672,894 | 0 | 341,857 | 4,684,829 | | | 2021 | 833,077 | $500,000 | 1,671,133 | — | 1,754,100 | 0 | 321,925 | 5,080,235 | | D. John Srivisal Senior Vice President, Chief Financial Officer | 2023 | 529,269 | — | 1,111,225 | — | 231,000 | — | 95,708 | 1,967,202 | | | 2022 | 470,846 | — | 784,915 | — | 242,696 | — | 137,128 | 1,635,585 | | | 2021 | 462,808 | — | 787,501 | — | 605,105 | — | 123,584 | 1,978,998 | | Jeffrey N. Neuman Senior Vice President, General Counsel & Secretary | 2023 | 572,785 | — | 1,128,381 | — | 242,780 | — | 117,154 | 2,061,100 | | | 2022 | 555,538 | — | 924,150 | — | 286,566 | — | 161,124 | 1,927,378 | | | 2021 | 544,846 | — | 926,637 | — | 712,462 | — | 145,915 | 2,329,860 | | Russell Austin Senior Vice President, Operations | 2023 | 400,279 | — | 650,401 | — | 121,388 | — | 411,430 | 1,583,498 | | | 2022 | 383,491 | — | 540,485 | — | 169,893 | — | 355,741 | 1,449,610 | | | 2021 | 380,979 | — | 585,246 | — | 446,422 | — | 289,129 | 1,701,776 | | Jeffrey A. Engle Senior Vice President, Commercial & Strategy | 2023 | 457,114 | — | 742,501 | — | 166,698 | 4,239 | 92,654 | 1,463,206 | | Timothy C. Carlson, former Senior Vice President, Chief Financial Officer | 2023 | 163,667 | — | — | — | — | — | 120,285 | 283,952 | | | 2022 | 603,757 | — | 1,000,112 | — | 311,916 | — | 181,293 | 2,097,078 | | | 2021 | 589,615 | — | 1,002,731 | — | 791,758 | — | 157,466 | 2,541,570 |

  124. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023

    | (1) Mr. Carlson retired from the Company on April 1, 2023. |

  125. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023

    | (2) As part of their compensation for each serving as Interim Co-CEO during our prior CEO’s (Mr. Quinn’s) leave of absence, the Board approved a one-time bonus of $500,000 to be paid to Messrs. Turgeon and Romano at the end of the interim Co-CEO period. |

  126. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023

    | (3) Amounts reported in this column represent the aggregate grant date fair value for our shares (without a discount to reflect the risk of some or all of the performance vested shares not vesting) in each respective year computed in accordance with the share-based accounting guidance under ASC Topic 718. Further information regarding the 2023 awards is included in the “Grants of Plan-Based Awards During 2023” and “Outstanding Equity Awards at December 31, 2023” tables appearing later in this Proxy Statement. Further details related to these awards can be found in the “Long Term Incentive Plan” section in this Proxy Statement. For assumptions for these awards, please see Note 20 to our Consolidated Financial Statements beginning on page 104 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  127. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023

    | (4) Amounts reflected in this column represent the incentive compensation earned for each year’s performance against predetermined objectives. Amounts also include payments that were deferred at the election of the NEOs under the terms of the Savings Restoration Plan. For 2023 AIP paid in 2024, Messrs. Neuman and Engle deferred $48,556 and $16,670, respectively. |

  128. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023

    | (5) Messrs. Romano and Engle are the only NEOs that participate in the Tronox Inc. Retirement plan. The present value of accumulated benefits as of December 31, 2023 was determined using the estimated ASC 715 assumptions in effect on December 31, 2023. The ASC 715 discount rate was 5.42%. Our deferred compensation program does not allow for |

  129. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023

    above-market earnings and therefore there is no value included for this amount. Includes the actuarial increases/decreases in the present values of the named executive officer’s benefits under our pension plans determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. For a full description of the pension plan assumptions used by us for financial reporting purposes, see Note 21 to our Consolidated Financial Statements beginning on page 106 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  130. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2023

    | (6) The following table shows the components of “All Other Compensation” in the Summary Compensation Table for the years ended December 31, 2023, December 31, 2022, and December 31, 2021: |

  131. GRANTS OF PLAN-BASED AWARDS DURING 2023

    GRANTS OF PLAN-BASED AWARDS DURING 2023 The following table provides information on grants of awards to our named executive officers in the fiscal year ended December 31, 2023.

  132. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | | | | | | Name | Grant Date | Grant Date Approval (1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) (4) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Jean- François Turgeon | — | | 475,000 | 950,000 | 1,900,000 | | | | | | | | | | 2/21/2023 | 2/21/2023 | | | | | | | 102,854 | | | 1,550,010 | | | 2/21/2023 | 2/21/2023 | | | | 12,857 | 51,427 | 102,854 | | | | 1,154,536 | | | 2/21/2023 | 2/21/2023 | | | | 12,857 | 51,427 | 102,854 | | | | 775,005 | | John D. Romano | — | | 475,000 | 950,000 | 1,900,000 | | | | | | | | | | 2/21/2023 | 2/21/2023 | | | | | | | 102,854 | | | 1,550,010 | | | 2/21/2023 | 2/21/2023 | | | | 12,857 | 51,427 | 102,854 | | | | 1,154,536 | | | 2/21/2023 | 2/21/2023 | | | | 12,857 | 51,427 | 102,854 | | | | 775,005 | | D. John Srivisal | — | | 192,500 | 385,000 | 770,000 | | | | | | | | | | 2/21/2023 | 2/21/2023 | | | | | | | 28,248 | | | 425,697 | | | 2/21/2023 | 2/21/2023 | | | | 3,531 | 14,124 | 28,248 | | | | 317,084 | | | 2/21/2023 | 2/21/2023 | | | | 3,531 | 14,124 | 28,248 | | | | 212,849 | | | 4/3/2023 | 4/3/2023 | | | | | | | 4,847 | | | 69,312 | | | 4/3/2023 | 4/3/2023 | | | | 606 | 2,423 | 4,846 | | | | 51,634 | | | 4/3/2023 | 4/3/2023 | | | | 606 | 2,423 | 4,846 | | | | 34,649 | | Jeffrey N. Neuman | — | | 202,317 | 404,634 | 809,267 | | | | | | | | | | 2/21/2023 | 2/21/2023 | | | | | | | 33,355 | | | 502,660 | | | 2/21/2023 | 2/21/2023 | | | | 4,169 | 16,677 | 33,354 | | | | 374,399 | | | 2/21/2023 | 2/21/2023 | | | | 4,169 | 16,677 | 33,354 | | | | 251,322 | | Russell Austin | — | | 121,388 | 242,776 | 485,552 | | | | | | | | | | 2/21/2023 | 2/21/2023 | | | | | | | 19,225 | | | 289,721 | | | 2/21/2023 | 2/21/2023 | | | | 2,403 | 9,613 | 19,226 | | | | 215,812 | | | 2/21/2023 | 2/21/2023 | | | | 2,403 | 9,613 | 19,226 | | | | 144,868 | | Jeffrey A. Engle | — | | 138,915 | 277,830 | 555,660 | | | | | | | | | | 2/21/2023 | 2/21/2023 | | | | | | | 21,948 | | | 330,756 | | | 2/21/2023 | 2/21/2023 | | | | 2,744 | 10,974 | 21,948 | | | | 246,366 | | | 2/21/2023 | 2/21/2023 | | | | 2,744 | 10,974 | 21,948 | | | | 165,378 | | Timothy C. Carlson | — | | — | — | — | | | | | | | | | | 2/21/2023 | 2/21/2023 | | | | — | — | — | — | | | — |

  133. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | (1) The HRCC approved the February 21, 2023 grants and April 3, 2023 grants at its meeting on February 21, 2023. |

  134. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | (2) Amounts in these columns reflect the threshold, target and maximum payout levels for the 2023 annual incentive award. Further details regarding these awards can be found in the section titled “2023 Short-Term Incentive Plan.” |

  135. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | (3) Amounts in these columns reflect the threshold, target and maximum amount of performance-based units that were granted to the NEOs under the equity program. For performance-based units granted on February 21, 2023, the payout for 50% of the performance-based RSUs is determined at the end of the three-year measurement period based on the percentile rank of our TSR (defined as share price appreciation plus dividends reinvested) as compared to companies in the “Capital Markets Peer Group”. The payout for 50% of the performance-based awards is determined at the end of the three-year measurement period based on the Company’s 2025 ROIC. Further details regarding these grants can be found in the sections titled “Long-Term Incentive Program” and “2023 Long-Term Incentive Program”. |

  136. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | (4) Amounts in this column represent the number of time-based restricted units granted to the NEOs under the equity program. The units granted on February 21, 2023 and April 3, 2023 vest one-third on March 5, 2024, March 5, 2025, and March 5, 2026. |

  137. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | (5) The amounts in this column have been calculated in accordance with FASB ASC Topic 718. For the grants made on February 21, 2023, the value of time-based restricted share units is the number of units granted multiplied by the closing price of our |

  138. GRANTS OF PLAN-BASED AWARDS DURING 2023

    ordinary shares on the grant date of $15.07, the value of 50% of total performance-based restricted share units (with TSR metric) is the number of units granted multiplied by the grant date fair value of $22.45 which was determined using a Monte-Carlo simulation and is 149% of the closing price of our ordinary shares on that date of $15.07, and the value of 50% of total performance-based restricted share units (with ROIC metric) is the number of units granted multiplied by the closing price of our ordinary shares on the grant date of $15.07. For the grants made on April 3, 2023, the value of time-based restricted share units is the number of units granted multiplied by the closing price of our ordinary shares on the grant date of $14.30, the value of 50% of total performance-based restricted share units (with TSR metric) is the number of units granted multiplied by the grant date fair value of $21.31 which was determined using a Monte-Carlo simulation and is 149% of the closing price of our ordinary shares on that date of $14.30, and the value of 50% of total performance-based restricted share units (with ROIC metric) is the number of units granted multiplied by the closing price of our ordinary shares on the grant date of $14.30.

  139. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table shows the number of shares covered by exercisable and unexercisable options and unvested stock awards owned by our named executive officers on December 31, 2023.

  140. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | Option Awards (1) | | | | | Stock Awards (2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Jean-François Turgeon | 2/10/2014 | 33,333 | — | 21.98 | 2/10/2024 | — | — | — | — | | | 2/4/2021 | — | — | — | | 9,342 | 132,283 | 28,026 | 396,848 | | | 3/18/2021 | — | — | — | | 4,014 | 56,838 | 12,040 | 170,486 | | | 2/3/2022 | — | — | — | | 35,278 | 499,536 | 52,916 | 749,291 | | | 2/21/2023 | — | — | — | | 102,854 | 1,456,413 | 102,854 | 1,456,413 | | John D. Romano | 2/10/2014 | 26,894 | — | 21.98 | 2/10/2024 | — | — | — | — | | | 2/4/2021 | — | — | — | | 8,366 | 118,463 | 25,098 | 355,388 | | | 3/18/2021 | — | — | — | | 4,961 | 70,248 | 14,880 | 210,701 | | | 2/3/2022 | — | — | — | | 35,278 | 499,536 | 52,916 | 749,291 | | | 2/21/2023 | — | — | — | | 102,854 | 1,456,413 | 102,854 | 1,456,413 | | D. John Srivisal | 2/4/2021 | — | — | — | | 6,352 | 89,944 | 19,054 | 269,805 | | | 2/3/2022 | — | — | — | | 10,044 | 142,223 | 15,066 | 213,335 | | | 2/21/2023 | — | — | — | | 28,248 | 399,992 | 28,248 | 399,992 | | | 4/3/2023 | — | — | — | | 4,847 | 68,634 | 4,846 | 68,619 | | Jeffrey N. Neuman | 2/4/2021 | — | — | — | | 7,474 | 105,832 | 22,420 | 317,467 | | | 2/3/2022 | — | — | — | | 11,826 | 167,456 | 17,738 | 251,170 | | | 2/21/2023 | — | — | — | | 33,355 | 472,307 | 33,354 | 472,293 | | Russell Austin | 2/4/2021 | — | — | — | | 2,584 | 36,589 | 7,752 | 109,768 | | | 3/18/2021 | — | — | — | | 2,073 | 29,354 | 6,218 | 88,047 | | | 2/3/2022 | — | — | — | | 6,916 | 97,931 | 10,374 | 146,896 | | | 2/21/2023 | — | — | — | | 19,225 | 272,226 | 19,226 | 272,240 | | Jeffrey A. Engle | 2/10/2014 | 5,333 | — | 21.98 | 2/10/2024 | — | — | — | — | | | 2/4/2021 | — | — | — | | 2,286 | 32,370 | 6,856 | 97,081 | | | 3/18/2021 | — | — | — | | 2,383 | 33,743 | 7,146 | 101,187 | | | 2/3/2022 | — | — | — | | 7,344 | 103,991 | 11,016 | 155,987 | | | 2/21/2023 | — | — | — | | 21,948 | 310,784 | 21,948 | 310,784 | | Timothy C. Carlson | 2/4/2021 | — | — | — | | — | — | 16,960 | 240,154 | | | 2/3/2022 | — | — | — | | — | — | 7,198 | 101,924 |

  141. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (1) Option awards generally vest at the rate of one-third per year on the anniversary of the grant date. |

  142. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (2) Time-based awards vest one-third each March 5 starting with the March 5 in the calendar year after the grant date. Performance-based awards granted in 2021, 2022 and 2023 vest on March 5, 2024 and March 5, 2025, and March 5, 2026 respectively, subject to Company performance. |

  143. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (3) Market value of shares is based on a share price of $14.16, the closing price of our ordinary shares on December 29, 2023, the last trading day of 2023. |

  144. OPTION EXERCISES AND SHARES VESTED DURING 2023

    OPTION EXERCISES AND SHARES VESTED DURING 2023 The table below provides information regarding the vesting during 2023 of restricted share/unit awards held by our named executive officers. None of our named executive officers exercised stock options during 2023.

  145. OPTION EXERCISES AND SHARES VESTED DURING 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) (1) | | Jean-François Turgeon | — | — | 167,573 | 2,721,386 | | John D. Romano | — | — | 158,724 | 2,577,678 | | D. John Srivisal | — | — | 68,769 | 1,116,809 | | Jeffrey N. Neuman | — | — | 80,926 | 1,314,238 | | Russell Austin | — | — | 28,816 | 467,972 | | Jeffrey A. Engle | — | — | 24,818 | 403,044 | | Timothy C. Carlson | — | — | 108,453 | 1,720,760 |

  146. OPTION EXERCISES AND SHARES VESTED DURING 2023

    | (1) Amounts reflect the closing price of our stock on the date the shares/units vested. |

  147. PENSION BENEFITS

    PENSION BENEFITS Messrs. Romano and Engle are participants in the Tronox Incorporated Retirement Plan. We maintain this Qualified Plan and related trust, which were frozen in April of 2009, for all U.S. employees. As part of Tronox Incorporated’s separation from Kerr-McGee, it established the retirement plan and the trusts related to our retirement plan and accepted the transfer of assets and liabilities from the corresponding trusts for the Kerr-McGee retirement plans. All employees received credit for their service as Kerr-McGee employees prior to the establishment of our retirement plan. All amounts set forth in the table below reflect normal retirement benefits that would be paid to each executive officer who is a participant in the Plan assuming the executive officer retired at the earliest retirement age that they could receive unreduced benefits (generally age 65). In addition, as part of the Cristal acquisition, we assumed Cristal’s U.S. Pension Plan which was frozen in December 2020 and merged into the Qualified Plan.

  148. PENSION BENEFITS AS OF DECEMBER 31, 2023

    PENSION BENEFITS AS OF DECEMBER 31, 2023

  149. PENSION BENEFITS AS OF DECEMBER 31, 2023

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#)(1) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(2) | | John D. Romano | Tronox Incorporated Retirement Plan | 20.167 | 619,897 | | Jeffrey A. Engle | Tronox Incorporated Retirement Plan | 7.833 | 59,516 |

  150. PENSION BENEFITS AS OF DECEMBER 31, 2023

    | (1) The years of credited service is fixed as of the date the plan was frozen in 2009. |

  151. PENSION BENEFITS AS OF DECEMBER 31, 2023

    | (2) The present value of accumulated benefits for the Tronox Incorporated Retirement Plan as of December 31, 2023 was determined using the estimated ASC 715 assumptions in effect on December 31, 2023. The ASC 715 discount rate was 5.42%. |

  152. PENSION BENEFITS AS OF DECEMBER 31, 2023

    The lump sum assumption for the Tronox Incorporated Retirement Plan is based on the most recently published IRS 417(e) interest rates available and mortality based on PPA 2024 optional combined, unisex. The present value of accumulated benefit amount shown above is determined according to prescribed SEC assumptions and may not reflect the benefits actually payable from the retirement plan if the named executive had retired during the last fiscal year. The above present value assumes that the executive commences his accrued benefits at his earliest unreduced age under the plan provisions in effect at December 31, 2023. Retirement benefits are calculated based upon years of service and “final average monthly compensation”. For benefits earned prior to January 1, 2009, an employee’s final average monthly compensation is the highest average compensation for any period of 36 consecutive calendar months out of the final 120 consecutive calendar months prior to that employee’s termination. For benefits earned beginning January 1, 2009, final average monthly compensation is the highest average compensation for any period of 60 consecutive calendar months out of the final 120 consecutive calendar months prior to that employee’s termination. Upon retirement, benefits are payable in a lump-sum or various annuity forms. Tronox did not pay any retirement benefits to its NEOs in the fiscal year ended December 31, 2023.

  153. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION All U.S. employees, including our named executive officers, are eligible to participate in our Savings Plan. In addition, we offer a nonqualified deferred compensation plan, known as the Savings Restoration Plan. This plan allows certain employees the ability to defer up to 20% of their base salary and/or their annual incentive award. This plan also provides Company match and profit sharing credits for compensation in excess of the IRS maximum limit. The Company match was 100% up to 6% of employee contributions and the profit-sharing match is 6%. Employees have immediate vesting of the Company match and the Company profit sharing match vests after three years of service. Distributions from the plan for employer contributions will be in the form of a lump sum and paid six months following separation from service. All payments from these plans are made from the general assets of the Company and no special fund or trust has been established for this money. Employees who elect to defer any of their base salary or annual incentive award have their funds contributed into the Savings Restoration Plan. Employees elect the investment options for this money from the range of investment choices in the Savings Plan, including money market funds, equity funds, and bond funds. Because this is an unfunded plan, the investment elections are used only for the purpose of crediting earnings and determining the future benefit to be received from the plan. Distributions from the plan for employee contributions will be made either as a lump sum at a specified date in the future or within six months of separation from service.

  154. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    NONQUALIFIED DEFERRED COMPENSATION FOR 2023

  155. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) (1) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) (2) | AGGREGATE EARNINGS IN LAST FY ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($)(3) | AGGREGATE BALANCE AT LAST FYE ($) (4)(5) | | Jean-François Turgeon | — | — | 290,632 | — | 1,749,638 | | John D. Romano | — | 155,868 | 426,371 | — | 2,292,978 | | D. John Srivisal | — | 55,794 | 65,914 | — | 426,457 | | Jeffrey N. Neuman | 171,870 | 90,234 | 241,903 | — | 1,581,551 | | Russell Austin | — | — | — | — | — | | Jeffrey A. Engle | 43,574 | 40,116 | 51,800 | — | 382,292 | | Timothy C. Carlson | 32,733 | 20,849 | 48,553 | 1,457,162 | 0 |

  156. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | (1) Amounts for Mr. Neuman in this column are also included in the Summary Compensation Table as follows: $114,557 was included in the 2023 Salary column and $57,313 was included in the 2022 Non-equity Incentive Plan Compensation column. Amounts for Mr. Engle in this column are also included in the Summary Compensation Table as follows: $22,856 was included in the 2023 Salary column and $20,718 was included in the 2022 Non-equity Incentive Plan Compensation column. Amounts for Mr. Carlson in this column are also included in the Summary Compensation Table as follows: $32,733 was included in the 2023 Salary column. These amounts represent deferral of pay elected by the NEOs under our Savings Restoration Plan. |

  157. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | (2) Amounts reflected in this column are also included in the “all other compensation” column in the Summary Compensation Table as of December 31, 2023. |

  158. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | (3) Mr. Carlson received a lump sum distribution of balance six months following separation of service. |

  159. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | (4) Amounts in this column include amounts previously included in current or prior year Summary Compensation Tables as follows: Mr. Turgeon - $1,057,716; Mr. Romano - $1,346,647; Mr. Srivisal - $232,606; Mr. Neuman - $1,367,684; Mr. Austin - not applicable; Mr. Engel - $83,690; and Mr. Carlson - $1,305,493. |

  160. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | (5) Mr. Austin does not participate in any retirement plans that would be considered non-qualified under US tax regulations. |

  161. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE OF CONTROL The below summary sets forth potential payments upon termination or change of change in control as of December 31, 2023.

  162. Potential Payments Upon Termination

    Potential Payments Upon Termination We will be obligated to make certain payments to our named executive officers or accelerate the vesting of their equity awards pursuant to the following plans or agreements upon a termination of their employment (and subject to their execution of a release of claims), including termination of their employment in connection with a Change of Control:

  163. Potential Payments Upon Termination

    | (1) Employment agreements or offer letters; |

  164. Potential Payments Upon Termination

    | (2) Our retirement plans; and, |

  165. Potential Payments Upon Termination

    | (3) Award agreements issued under the Company’s Amended and Restated Management Equity Incentive Plan. |

  166. ESTIMATED POST-TERMINATION PAYMENTS AND BENEFITS AS OF DECEMBER 31, 2023

    | (8) Pension benefits are calculated as the lump-sum walk-away value under the U.S. Pension Plan. The lump-sum assumption is based on IRS 417(e) interest rates and mortality using a one-year stability period with a two-month look-back period. |

  167. CEO PAY RATIO

    CEO PAY RATIO The Company has selected December 31 of each fiscal year as the determination date for the calculation of the CEO pay ratio. Our methodology for identifying the median employee for the 2023 determination date (December 31, 2023) included the following:

  168. CEO PAY RATIO

    | • | Our total global employee workforce was 6,498, and we did not exclude any employees (other than our Co-CEOs) from this total using permitted exceptions. |

  169. CEO PAY RATIO

    | • | We used a consistently applied compensation measure of “annual total compensation paid”. We collected annual total compensation paid information for calendar year 2023 from each of our respective payroll registers for all employees of the Company and its consolidated subsidiaries. Annual total compensation paid generally included an employee’s gross income, including wages, overtime, bonuses and other cash incentives paid during 2023, allowances, employer retirement contributions, benefits, and equity vests. |

  170. CEO PAY RATIO

    | • | We then converted these amounts in local currencies to U.S. dollars by applying the exchange rate as of the determination date. |

  171. CEO PAY RATIO

    | • | We annualized total compensation paid for our new and mid-year hires and for those employees on unpaid leave for any period of time during the respective measurement period. |

  172. CEO PAY RATIO

    | • | We then sorted the annual total compensation paid for each employee (excluding the Co-CEOs) from lowest to highest and identified the employee who was paid the median 2023 annual total compensation paid amount. Our fiscal year 2023 median employee is employed in the Kingdom of Saudi Arabia at our Yanbu location. |

  173. CEO PAY RATIO

    | • | For the median employee, we then excluded 2022 bonus paid in 2023 and included bonus attributable to fiscal year 2023 and calculated total compensation for 2023 for purposes of calculating the CEO pay ratio. |

  174. CEO PAY RATIO

    Our analysis determined that our median employee earned $62,337 in total compensation for 2023 and the total compensation value as disclosed in the Summary Compensation Table for 2023 for Messrs. Turgeon and Romano was $5,294,252 and $5,278,928, respectively. Based on this information, the ratio of CEO to median employee pay was 85 to 1 for Mr. Turgeon and 85 to 1 for Mr. Romano. As the SEC rules allow for companies to adopt a wide range of methodologies to calculate their CEO pay ratio, therefore, the estimated ratio should not be used as a basis for comparison to that of other companies.

  175. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The table below provides the following information regarding compensation paid to our Named Executive Officers (NEOs) as required by the SEC for fiscal years 2020, 2021, 2022, and 2023:

  176. PAY VERSUS PERFORMANCE

    | • | Total Compensation from the Summary Compensation Table (SCT) for our Co-CEOs, former CEO, and other NEOs. |

  177. PAY VERSUS PERFORMANCE

    | • | Compensation Actually Paid (CAP) for our Co-CEOs and former CEO and “Average CAP” for all other NEOs calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnotes (4), (5) and (6) below set forth the adjustments from the Total Compensation for NEOs reported in the Summary Compensation Table. The dollar amounts are presented in accordance with the SEC rules and hence do not reflect the actual amount of compensation earned by, or paid to, each NEO during the applicable year. |

  178. PAY VERSUS PERFORMANCE

    | • | Total Shareholder Return (TSR) for both Tronox and the Company Selected Peer Group (S&P Midcap 400 Chemicals Index) as reflected in our Annual Report on Form 10-K for the year ended December 31, 2023. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount had been invested on December 31, 2019. |

  179. PAY VERSUS PERFORMANCE

    | • | Net income attributable to Tronox Holdings plc as reported in accordance with US GAAP. |

  180. PAY VERSUS PERFORMANCE

    | • | The financial metric we selected as the most important for linking CAP to performance: Adjusted EBITDA less Capital Expenditures (Capex). We selected this metric because it represents the largest weighting (40%) of the NEOs’ AIP. |

  181. PAY VERSUS PERFORMANCE

    | | Co-CEO (Mr. Turgeon) (1) | | Co-CEO (Mr. Romano) (1) | | Former CEO (Mr. Quinn) (1) | | Other Named Executive Officers (2) | | Value of Initial Fixed $100 Value Investment | | | | | Year | SCT Total $(1) | CAP $ (3)(4)(5)(6)(7) | SCT Total $(1) | CAP $(3) (4)(5) (6)(7) | SCT Total $(1) | CAP $(3) (4)(5)(6)(7) | Average SCT Total $ | Average CAP $(3) (4)(5)(6)(7) | Tronox TSR | Peer Group TSR | Net (Loss) Income ($M) | Adj EBITDA Less Capex ($M)(8) | | 2023 | 5,294,252 | 4,832,625 | 5,278,928 | 4,795,990 | - | - | 1,471,792 | 1,273,195 | $140 | $150 | (316.0) | 263.0 | | 2022 | 4,727,624 | (770,243) | 4,684,829 | (536,685) | - | - | 1,777,413 | (728,045) | $131 | $130 | 497.0 | 447.0 | | 2021 | 5,117,860 | 10,468,109 | 5,080,235 | 9,799,541 | 347,281 | 9,754,034 | 2,138,038 | 4,932,238 | $222 | $152 | 286.0 | 675.0 | | 2020 | 3,388,817 | 5,093,402 | 3,248,157 | 4,652,174 | 8,661,566 | 15,288,344 | 2,066,981 | 3,393,822 | $133 | $120 | 969.0 | 473.0 |

  182. PAY VERSUS PERFORMANCE

    | (1) Mr. Quinn requested, and the Board approved, a leave of absence starting December 27, 2020, during which period he continued to receive his salary. Messrs. Turgeon and Romano were each appointed as Interim Co-CEO during the period of Mr. Quinn’s leave of absence. On March 18, 2021, the Company entered into a retirement agreement with Mr. Quinn pursuant to which he retired from his positions with Tronox at which point Messrs. Turgeon and Romano were appointed permanent Co-CEOs of the Company and received the same compensation including salary, AIP payouts and equity grants since this date. |

  183. PAY VERSUS PERFORMANCE

    | (2) Our other NEOs for which SCT Total Compensation and CAP are shown as an average in the table above include the following individuals: for 2023, Messrs. Neuman, Srivisal, Austin, Engle, and Carlson, for 2022 and 2021, Messrs. Carlson, Neuman, Srivisal, and Austin and for 2020, Messrs. Carlson, Van Niekerk, Neuman, and Mancini. For 2023, if Mr. Carlson (retired in April 2023 and received no LTIP award in 2023) was excluded, the Average SCT Total would be $1,768,752 and the Average CAP would be $1,588,413. |

  184. PAY VERSUS PERFORMANCE

    | (3) For the portion of Compensation Actually Paid (CAP) that is based on year-end stock prices, the following prices were used: for 2023: $14.16 (3.3% increase from prior year), for 2022: $13.71 (42.9% reduction from prior year), for 2021: $24.03 (64.4% increase from prior year), and for 2020: $14.62 (28.0% increase from prior year). |

  185. PAY VERSUS PERFORMANCE

    | (4) 2023 Compensation Actually Paid (CAP) to the Co-CEOs and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |

  186. PAY VERSUS PERFORMANCE

    | | 2023 | | | | | Co-CEO (Mr. Turgeon) ($) | Co-CEO (Mr. Romano) ($) | Other NEOs (Average) ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 5,294,252 | 5,278,928 | 1,471,792 | | Minus, Reported SCT Value of Equity Awards | (3,479,551) | (3,479,551) | (726,502) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 3,235,273 | 3,235,273 | 676,871 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (641,309) | (640,232) | (243,770) | | Plus, FMV of Awards Granted this Year and that Vested this Year | 0 | 0 | 0 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | 423,960 | 401,572 | 150,180 | | Plus, Deduction of Prior Fair Value of Prior Year Awards that failed to meet applicable vesting conditions this year | 0 | 0 | (55,376) | | Plus Total CAP Equity Adjustments | 3,017,924 | 2,996,613 | 527,905 | | “Compensation Actually Paid” for Fiscal Year 2023 | 4,832,625 | 4,795,990 | 1,273,195 |

  187. PAY VERSUS PERFORMANCE

    | (5) 2022 Compensation Actually Paid (CAP) to the Co-CEOs and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |

  188. PAY VERSUS PERFORMANCE

    | | 2022 | | | | | Co-CEO (Mr. Turgeon) ($) | Co-CEO (Mr. Romano) ($) | Other NEOs (Average) ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | 4,727,624 | 4,684,829 | 1,777,413 | | Minus, Reported SCT Value of Equity Awards | (2,756,924) | (2,756,924) | (812,416) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 1,124,730 | 1,124,730 | 331,436 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (3,039,939) | (2,864,773) | (1,506,474) | | Plus, FMV of Awards Granted this Year and that Vested this Year | 0 | 0 | 0 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (825,734) | (724,547) | (518,005) | | Plus, Deduction of Prior Fair Value of Prior Year Awards that failed to meet applicable vesting conditions this year | 0 | 0 | 0 | | Plus Total CAP Equity Adjustments | (2,740,943) | (2,464,590) | (1,693,042) | | “Compensation Actually Paid” for Fiscal Year 2022 | (770,243) | (536,685) | (728,045) |

  189. PAY VERSUS PERFORMANCE

    | (6) 2021 Compensation Actually Paid (CAP) to the Co-CEOs, former CEO and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |

  190. PAY VERSUS PERFORMANCE

    | | 2021 | | | | | | Co-CEO (Mr. Turgeon) ($) | Co-CEO (Mr. Romano) ($) | Former CEO (Mr. Quinn) ($) | Other NEOs (Average) ($) | | Total Reported in 2021 Summary Compensation Table (SCT) | 5,117,860 | 5,080,235 | 347,281 | 2,138,038 | | Minus, Reported SCT Value of Equity Awards | (1,671,158) | (1,671,133) | 0 | (825,529) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 2,540,803 | 2,534,845 | 0 | 1,264,268 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 3,574,548 | 3,208,178 | 7,946,307 | 1,971,602 | | Plus, FMV of Awards Granted this Year and that Vested this Year | 0 | 0 | 0 | 0 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | 906,056 | 647,416 | 1,460,446 | 383,859 | | Plus, Deduction of Prior Fair Value of Prior Year Awards that failed to meet applicable vesting conditions this year | 0 | 0 | 0 | 0 | | Plus Total CAP Equity Adjustments | 7,021,407 | 6,390,439 | 9,406,753 | 3,619,729 | | “Compensation Actually Paid” for Fiscal Year 2021 | 10,468,109 | 9,799,541 | 9,754,034 | 4,932,238 |

  191. PAY VERSUS PERFORMANCE

    | (7) 2020 Compensation Actually Paid (CAP) to the Co-CEOs, former CEO and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |

  192. PAY VERSUS PERFORMANCE

    | | 2020 | | | | | | Co-CEO (Mr. Turgeon) ($) | Co-CEO (Mr. Romano) ($) | Former CEO (Mr. Quinn) ($) | Other NEOs (Average) ($) | | Total Reported in 2020 Summary Compensation Table (SCT) | 3,388,817 | 3,248,157 | 8,661,566 | 2,066,981 | | Minus, Reported SCT Value of Equity Awards | (1,802,825) | (1,692,831) | (4,923,615) | (845,990) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 2,762,733 | 2,553,761 | 9,354,174 | 1,607,261 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 1,076,141 | 820,742 | 2,571,238 | 787,184 | | Plus, FMV of Awards Granted this Year and that Vested this Year | 0 | 0 | 0 | 0 | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (331,464) | (277,655) | (375,019) | (221,614) | | Plus, Deduction of Prior Fair Value of Prior Year Awards that failed to meet applicable vesting conditions this year | 0 | 0 | 0 | 0 | | Plus Total CAP Equity Adjustments | 3,507,410 | 3,096,848 | 11,550,393 | 2,172,832 | | “Compensation Actually Paid” for Fiscal Year 2020 | 5,093,402 | 4,652,174 | 15,288,344 | 3,393,822 |

  193. PAY VERSUS PERFORMANCE

    | (8) Company Selected Metric is Adjusted EBITDA Less Capex and is a non-GAAP measure. We define EBITDA (also a non-GAAP measure) as net income (loss) excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and losses. Adjusted EBITDA is subsequently reduced by capital expenditures of the Company. |

  194. Directors

    Directors The following persons held office as directors of Tronox Holdings PLC during the financial year and up to the date of this report: Ilan Kaufthal Mutlaq Al-Morished Peter B. Johnston Ginger M. Jones Stephen Jones Mozzam Khan Sipho Nkosi John Romano Jean-Francois Turgeon

  195. CEO to employee pay ratio

    CEO to employee pay ratio The table below sets out the ratio between the total pay of the CEO (and Co-CEOs, Messrs. Turgeon and Romano, commencing in 2021) and the total pay of the UK-based employees at the 25th, 50th (median) and 75th percentiles of the UK workforce.

  196. CEO to employee pay ratio

    | Year | Name | Method | 25th percentile Pay Ratio | 50th percentile Pay Ratio | 75th percentile Pay Ratio | | 2023 | Jean-Francois Turgeon | C | 56:1 | 45:1 | 38:1 | | | John D. Romano | C | 55:1 | 44:1 | 37:1 | | 2022 | Jean-Francois Turgeon | C | 70:1(1) | 59:1(1) | 48:1(1) | | | John D. Romano | C | 68:1(1) | 57:1(1) | 47:1(1) | | 2021 | Jean-Francois Turgeon | C | 152:1 | 123:1 | 104:1 | | | John D. Romano | C | 130:1 | 106:1 | 89:1 | | 2020 | Jeffry N. Quinn | C | 104:1 | 84:1 | 71:1 | | 2019 | Jeffry N. Quinn | C | 72:1 | 43:1 | 37:1 |

  197. CEO to employee pay ratio

    As allowed for under method C of the UK reporting requirements, the 25th, 50th and 75th percentile ranked individuals have been identified from the UK sub-set of our global employee data set used for determining the CEO pay ratio for US disclosure purposes. The global data set includes annual total compensation paid information for all employees on our payrolls as of December 31 of the respective calendar year. Annual total compensation paid generally includes an employee’s gross income, including wages, overtime, bonuses and other cash incentives paid during 2023, allowances, employer retirement contributions, benefits, and equity vests. We then convert these amounts paid in local currencies to US dollars by applying the exchange rate as of December 31. We annualize the amounts for our new and mid-year hires and for those employees on unpaid leave for any period of time during the respective measurement period. We then extract the UK employee data, sort the annual total compensation paid for each employee from lowest to highest and identified the employees who were paid the 25th, 50th and 75th percentile. This methodology was deemed to be the most reasonable, consistent, and practical approach to identifying the relevant individuals for the purposes of this disclosure. Once the three employees were identified, we determined the breakdown of pay elements (salary, employer paid benefits and employer retirement contributions that reflect the time period from January 1, 2023 to December 31, 2023), backed out the 2022 bonus paid in 2023 and added the 2023 bonus paid in 2024. The day by reference to which the 25th, 50th and 75th percentile employees were determined was December 31, 2023. The CEO pay figure is the total remuneration figure as set out in the single figure table within this report and equivalent figures (on a full-time equivalent basis) have been calculated for the relevant 25th, 50th and 75th percentile employees as described above. For 2022 and 2023, a separate CEO pay ratio has been calculated based on full year 2022 and 2023 pay, respectively, for Messrs. Turgeon and Romano who each served as Co-CEO and members of the Board of Directors for the full year. For 2021, a separate CEO pay ratio has been calculated based on full year 2021 pay for Messrs. Turgeon and Romano who each served as Interim Co-CEO from December 27, 2020 to March 17, 2021 and then each were appointed as Co-CEO and members of the Board of Directors as of March 18, 2021. The 2019 CEO pay figure reflects compensation from March 27, 2019 (the date of the Company’s re-domicile to the UK) to December 31, 2019. The HRCC is comfortable that the resulting calculations are representative of pay levels at the respective quartiles. The table below shows the breakdown of remuneration for each percentile employee used to calculate the CEO to employee pay ratios.

  198. CEO to employee pay ratio

    | | Salary | | | Total Pay and Benefits(2) | | | | Year | 25th percentile | 50th percentile | 75th percentile | 25th percentile | 50th percentile | 75th percentile | | 2023 | $39,436 | $48,842 | $79,747 | $66,494 | $83,191 | $98,925 |

  199. CEO to employee pay ratio

    | 1. | The disclosed CEO to employee pay ratios for 2022 shown above for Messrs. Turgeon and Romano are based on Single Figures of $4,251,366 and $4,102,184, respectively and differ from the ratios disclosed in the equivalent table in the 2022 Annual Report on Remuneration which are based on Single Figures of $4,060,384 and $3,930,530, respectively. The reason for the updates to the Single |

  200. CEO to employee pay ratio

    Figures in the 2022 Directors’ Remuneration Report is that the figures in that report included estimates for Tax Reimbursements related to travel and accommodation for Board meetings in London and included assumed average stock price from October 1, 2022 to December 31, 2022 to determine the value of performance-based RSUs with performance periods that ended in 2022. Both the actual value of the Tax Reimbursements and the final value of the performance-based RSUs have been determined and are reflected in the Single Figures for 2022 which have been used to recalculate the 2022 ratios in the table above.

  201. CEO to employee pay ratio

    | 2. | Total Pay and Benefits figures include salary, employer medical contributions, retirement contributions, and full 2023 annual bonus payout. |

  202. Directors and key management compensation

    | | Year Ended December 31, | | | | 2023 | 2022 | | | (In Thousands) | | | Short-term employee benefits: | | | | Salaries including bonuses (employees) | $5,908 | $6,197 | | Fees earned or paid in cash (directors) | 1,110 | 1,110 | | Total short-term employee benefits | 7,018 | 7,307 | | Restricted share and restricted share units awards | 11,772 | 9,891 | | Other compensation | 1,564 | 1,618 | | Total | $20,354 | $18,816 |