DEF 14A of Tronox Holdings plc, Mar 27, 2025

DEF 14A of Tronox Holdings plc

Filed Mar 27, 2025 · FY20240001140361-25-010714

Open on EDGAR

  1. Executive Compensation Program Highlights

    | ✔ | In response to shareholder feedback, similar to 2024, 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; |

  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

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

  6. 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 safety and 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.

  7. 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).

  8. Safety Component of AIP

    | • | In 2024, we achieved the TRIFR safety target, but slightly missed the DIFR safety target. We are proud that the TRIFR was the lowest rate the Company has achieved in two decades. |

  9. Safety Component of AIP

    | 2024 SAFETY TARGETS | 2024 ACTUAL SAFETY PERFORMANCE | | DIFR* OF 0.15 | 0.17 | | TRIFR* OF 0.36 | 0.33 |

  10. Safety Component of AIP

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

  11. Safety Component of AIP

    ○For 2025, the HRCC approved a DIFR target of 0.15 and a TRIFR target of 0.31 which we believe are equivalent to top-quartile peer performance.

  12. 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 2024, we reduced our GHG emission intensity by 20% versus our 17% target. The 20% reduction was primarily the result of the renewal power project in South Africa becoming fully operational in the first half of 2024.

  13. Emission Reduction Component of AIP

    | 2024 EMISSION REDUCTION TARGETS | 2024 ACTUAL EMISSION REDUCTION PERFORMANCE | | 1.386 tCO2e/t product (represents a 17% reduction against the 2019 baseline) | 1.338 tCO2e/t product (represents a 20% reduction against the 2019 baseline) |

  14. Emission Reduction Component of AIP

    ○For 2025, the HRCC approved an emission reduction target of 1.260 tCO2e/t which represents an approximately 25% reduction against the 2019 baseline. Tronox’s 2025 target is based on the Company receiving electricity from the 200 MW solar power project in South Africa for the entirety of 2025, as well as assumes the Company will execute its 2025 production plan and continue to realize the benefits from its purchase power agreements and other renewable initiatives.

  15. 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.

  16. Biographical Information on our Director Nominees

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

  17. 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.

  18. Biographical Information on our Director Nominees

    | Fawaz Al-Fawaz | | | | Non-Independent Director |

  19. Biographical Information on our Director Nominees

    Fawaz Al-Fawaz is the Chief Executive Officer 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. Prior to his appointment as CEO of Tasnee, Mr. Al-Fawaz was the Chief Financial Officer of Tasnee since April 2015. Prior to Tasnee, Mr. Al-Fawaz held several leadership positions in the Saudi Basic Industries Corporation (SABIC) including Vice President of Finance, General Manager of Finance, General Manager of Accounting Services and Assistant Vice President of Finance at Sabic Marketing Company. Mr. Al-Fawaz is currently the Chairman of the board of Saudi Chemical Holding Company (Saudi Stock Exchange: “SCCH”) as well as Chairman of the board of Saudi Logistics Company (Saudi Stock Exchange: “SAL”) and a Director and member of the Audit Committee of Saudi Electricity Company (Saudi Stock Exchange). He is also currently a board member of several privately held Saudi companies. Mr. Al-Fawaz holds a Bachelor Degree in Accounting and Financing from King Saudi University. Mr. Al-Fawaz brings to the Board years of extensive senior management, business, and leadership experience, as well as an extensive financial, accounting and auditing background, in the TiO2 and other chemicals businesses.

  20. Biographical Information on our Director Nominees

    | Board Candidacy of Fawaz Al-Fawaz | | | • | Since April 2024, Mr. Al-Fawaz has been the CEO of Tasnee, the parent company of our largest (24%) shareholder, Cristal. | | • | Under its shareholder’s agreement, Cristal has the right to nominate two members and for the first time has chosen Mr. Al-Fawaz. | | • | Assuming Mr. Al-Fawaz is approved by shareholders at the 2025 annual general meeting of shareholders, other than his directorship on Tronox, Mr. Al-Fawaz also serves on the Board of three other Saudi-listed companies. | | • | Mr. Al-Fawaz is uniquely positioned to help us succeed in Saudi Arabia where we operate one of our largest TiO2 facilities. | | • | As the CEO of our largest shareholder, Mr. Al-Fawaz is well positioned to represent all shareholders’ interests. | | The Tronox Board has fully considered that some shareholders may deem Mr. Al-Fawaz “over-boarded” due to the fact that he is a sitting CEO yet serves on other boards. However, the Board strongly believes that Mr. Al-Fawaz will be an exemplary Board member, fully dedicated to his Tronox board-related responsibilities, and should be elected at the 2025 annual general meeting | | | The Board urges shareholders to vote “FOR” Mr. Al-Morished. | |

  21. Biographical Information on our Director Nominees

    | Julie Beck | | | | Director since 2025 Audit Committee Independent Director |

  22. Biographical Information on our Director Nominees

    Ms. Beck has been a director of the Company since March 2025. From January 2022 to February 2025, Ms. Beck was Senior Vice President, Chief Financial Officer of Terex Corporation (NYSE: TEX), a global industrial equipment manufacturer, and has been with Terex since November 2021. Previously, Ms. Beck served as Senior Vice President and Chief Financial Officer of NOVA Chemicals Corporation from 2016 to 2021. Prior to joining NOVA Chemicals, from 2008 to 2016, she served as Chief Financial Officer of the mining and machinery business of Joy Global, Inc., a former NYSE-listed manufacturer and servicer of heavy equipment used for minerals extraction. From 2014 to 2016, Ms. beck also served as Global Vice President of Supply Chain, Operational Excellence, and Quality for Joy Global, Inc. Ms. Beck previously served in various positions, including Chief Financial Officer, at both the Journal Register Company, a former NYSE-listed publishing organization, and Norwood Promotional Products, Inc., a global consumer products and promotional products manufacturer. Prior to that, Ms. Beck served in financial roles for Temple-Inland, Inc., a corrugated packaging and building products company, and Rockwell Automation, an industrial automation equipment manufacturer. Ms. Beck also serves as a director of Carpenter Technology Corporation (NYSE: CRS), a leader in high-performance specialty alloy materials and process solutions for critical applications in the aerospace and defense, medical, and other markets. Ms. Beck has previously served on the audit committee for three public companies and non-profit boards in the past, including the Leukemia Society of America, where she was an Executive Board member. A Certified Public Accountant, she holds a BBA in Accounting from the University of Wisconsin-Madison and serves on the Wisconsin School of Business Executive Advisory Board. Ms. Beck brings to the Board a deep and extensive financial, accounting and auditing background with senior leadership experience in the industrial and manufacturing industry.

  23. Biographical Information on our Director Nominees

    | Lucrèce Foufopoulos-De Ridder | | | | Director since 2024 Corporate Governance and Sustainability Committee Independent Director |

  24. Biographical Information on our Director Nominees

    Lucrèce Foufopoulos-De Ridder has been a director of Tronox since May 2024. Mrs. Foufopoulos-De Ridder previously served as both an officer and board member of the Borealis Group, one of the world’s leading providers of advanced and sustainable polyolefin solutions, where she was the Executive Vice President Polyolefins, Circular Economy Solutions and Innovation & Technology from January 2019 to December 2023. Prior to this, she served Eastman Chemical Company as Vice President and General Manager, Rubber Additives, from 2015 to 2018 and Chief Commercial Officer from 2014 to 2015. Preceding her time at Eastman Chemicals, Mrs. Foufopoulos-De Ridder held a variety of business, strategy, commercial and technology leadership roles at the Dow Chemical Company, Rohm and Haas, Dow Corning and Raychem Corporation. Mrs. Foufopoulos-De Ridder also serves as a director and member of the compensation committee of Amcor PLC (NYSE: AMCR), a global leader in responsible packaging solutions for food, beverage, pharmaceutical, medical, home and personal-care and other industries. In addition, Mrs. Foufopoulos-De Ridder is a director and chair of the sustainability committee of Sika AG (SIX Swiss Exchange: SIKA), a global specialty chemicals leader in solutions for the building sector and automotive industry; a director and member of the audit committee and remuneration committee of Royal Vopak N.V. (Euronext Amsterdam: VPK), a global independent infrastructure provider; and a director and member of the compensation and HR committee and sustainability committee of Quaker Houghton (NYSE: KWS), a global leader in industrial process fluids. Mrs. Foufopoulos-De Ridder brings to the Board extensive senior management experience with global chemical businesses and a deep understanding of technologies and innovations related to sustainability and the circular economy.

  25. Biographical Information on our Director Nominees

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

  26. 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., 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 Vault Minerals Ltd. (formerly known as 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.

  27. Biographical Information on our Director Nominees

    | Ginger M. Jones | | | | Director since 2018 Chair of Audit Committee Corporate Governance and Sustainability Committee Independent Director |

  28. 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.

  29. Biographical Information on our Director Nominees

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

  30. 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 Chairman 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.

  31. Biographical Information on our Director Nominees

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

  32. 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.

  33. Biographical Information on our Director Nominees

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

  34. 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.

  35. Biographical Information on our Director Nominees

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

  36. Biographical Information on our Director Nominees

    Mr. Romano has been our CEO since April 1, 2024 and a member of the Board since March 18, 2021. Mr. Romano was one of our Co-CEOs from March 18, 2021 until his appointment as 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.

  37. Biographical Information on our Director Nominees

    | Jean-Francois Turgeon | | | | Director since 2021 Non-Independent Director |

  38. Biographical Information on our Director Nominees

    Mr. Turgeon was our Co-CEO from March 18, 2021 until his retirement effective April 1, 2024 and has been a Director of the Company since March 18, 2021. Prior to his appointment as Co-CEO, 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.

  39. 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 corporate social responsibility and sustainability oversight, including reviewing and assessing the Company’s processes and procedures with respect to its corporate social responsibility and sustainability 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 sustainability goals and targets, including greenhouse gas reduction targets. | | | Collaborates with the HRCC on establishing annual environmental sustainability targets for inclusion in the Company’s annual incentive plan. | | | Monitors the process for preparing the Company’s annual sustainability report. | | | Reviews our community relations initiatives and programs including how we treat indigenous peoples. | | 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 sustainability matters, to ensure alignment and engagement. | | Audit Committee | Reviews the Company’s implementation of mandatory sustainability and disclosure requirement affecting Tronox around the world including the EU’s Corporate Sustainability Directive and the UK’s Sustainability Reporting Standards. |

  40. 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; |

  41. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    2024 NON-EMPLOYEE DIRECTOR COMPENSATION Non-employee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of shareholders. The Corporate Governance and Sustainability Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation. The principal components of our non-employee directors’ compensation are as follows:

  42. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Each non-employee director receives: |

  43. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    ○An annual cash retainer of $100,000 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.

  44. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | A non-executive Chair of the Board will receive an additional annual retainer of $120,000. A Lead Independent Director (in the situation whereby the Chair of the Board role is held by an executive of the Company) will receive an additional annual retainer of $50,000; |

  45. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | The chair of the Audit Committee will receive an additional annual retainer of $50,000; |

  46. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | The chair of the HRCC will receive an additional annual retainer of $20,000; |

  47. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | The chair of the Corporate Governance and Sustainability Committee will receive an additional annual retainer of $20,000; and |

  48. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | A committee member of each of the Audit Committee, HRCC, Corporate Governance and Sustainability Committee, or any other committee established by the Board of Directors, respectively, who is not serving as chair of such committee, will receive an additional annual committee retainer of $15,000. |

  49. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    In addition to the foregoing components of non-employee director compensation, because none of our Directors are tax residents of the UK, we tax equalize our Directors to eliminate any additional incremental tax burden that arises due to the fact that we are a company domiciled in the UK. We also pay the cost to prepare our directors’ UK tax filings. On March 18, 2021, the Board elected Mr. Kaufthal to the role of Chair of the Board, after initially electing him in an interim capacity in December 2020, and approved a monthly cash stipend of $15,000 for his role as Chair. The monthly cash stipend is in addition to the other components of non-employee director compensation he receives (described above). Mr. Kaufthal is involved in a wide range of Tronox matters that far exceeds the involvement of other non-executive Chair at similarly situated NYSE companies of which the Board is aware. Examples of Mr. Kaufthal’s contributions to Tronox include:

  50. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Spearheading the search for new directors which has resulted in the appointment of two new female directors - Mrs. Foufopoulos-De Ridder and Ms. Beck - in 2024, and 2025, respectively. |

  51. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Providing guidance and advice on capital market activities including the multiple term loan refinancing transactions that occurred during 2024; |

  52. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Advising on our investor relations strategy and holding frequent meetings with shareholders, particularly to discuss executive compensation and ESG matters; |

  53. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Helping drive Tronox’s carbon reduction initiatives and other sustainability efforts; |

  54. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Managing the relationship with our largest shareholder, Tasnee; and |

  55. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Formulation of an appropriate growth and M&A strategy. |

  56. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    The Corporate Governance and Sustainability Committee periodically reviews Mr. Kaufthal’s compensation package to ensure that it remains appropriate and commensurate with his activities on behalf of Tronox.

  57. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    2024 NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth the total compensation for the year ended December 31, 2024 paid to our non-employee Directors during 2024.

  58. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2024

    NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2024

  59. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2024

    | NAME | FEES EARNED OR PAID IN CASH ($) (1) | STOCK AWARDS ($) (2) | ALL OTHER COMPENSATION ($) | TOTAL ($) (3) | | Ilan Kaufthal | 420,000 | 159,738 | _ | 579,738 | | Mutlaq Al-Morished | 100,000 | 159,738 | _ | 259,738 | | Lucrèce Foufopoulos-De Ridder | 74,560 | 159,738 | | 234,298 | | Vanessa Guthrie | 18,057 | − | _ | 18,057 | | Peter B. Johnston | 130,000 | 159,738 | _ | 289,738 | | Ginger M. Jones | 165,000 | 159,738 | _ | 324,738 | | Stephen Jones | 135,000 | 159,738 | _ | 294,738 | | Moazzam Khan | 100,000 | 159,738 | _ | 259,738 | | Sipho Nkosi | 130,000 | 159,738 | _ | 289,738 |

  60. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2024

    Compensation relating to Mr. Turgeon is disclosed in the Summary Compensation Table of the Compensation found elsewhere in this proxy statement. Ms. Foufopoulos-De Ridder commenced board service on May 8, 2024. Ms. Guthrie voluntarily stepped down from the board effective from February 21, 2024.

  61. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2024

    | (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. For Ms. Foufopoulos-De Ridder and Ms. Guthrie, this column reflects pro-rated fees earned. |

  62. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2024

    | (2) Amounts reported in this column represent the aggregate grant date fair value for restricted shares units granted to each Director in 2024 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 8, 2024) 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 8, 2024, each Director received a grant of 8,324 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 $18.02 and valued at the NYSE closing price on May 8, 2024 of $19.19. Dividends will be accrued on all restricted share units until the units vest and will be paid at that time. As of December 31, 2024, each non-employee Director held 8,324 unvested restricted share units. |

  63. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2024

    | (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 because the Company is a UK domiciled company. 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, 2024 Fx rate). In 2024, UK tax preparation fees includes two UK tax filings (UK tax filing period ending April 2023 and filed in January 2024 and UK tax filing period ending April 2024 and filed in December 2024). Tax reimbursements reflect those paid along with the two UK fillings. In 2024, Mutlaq Al-Morished received a total of $93,846 in tax equalization payments. 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. |

  64. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2024

    | NAME | UK Tax Preparation ($) | Tax Reimbursements ($) | Tax Equalization ($) | Total ($) | | Ilan Kaufthal | 4,350 | 14,561 | − | 18,911 | | Mutlaq Al-Morished | 4,350 | 7,064 | 93,846 | 105,260 | | Lucrèce Foufopoulos-De Ridder | − | − | − | − | | Vanessa Guthrie | 4,350 | 7,140 | − | 11,490 | | Peter B. Johnston | 4,350 | 3,062 | − | 7,412 | | Ginger M. Jones | 4,350 | 11,387 | − | 15,737 | | Stephen Jones | 4,350 | 6,171 | − | 10,521 | | Moazzam Khan | 4,350 | 5,122 | − | 9,472 | | Sipho Nkosi | 4,350 | 7,877 | − | 12,227 |

  65. 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. |

  66. 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. |

  67. 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. |

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

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

  69. 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 CEO and other NEOs performance is measured against pre-defined objectives. |

  70. 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. |

  71. Summary of our Executive Compensation Program

    | – | For our NEOs, 80% of targeted 2024 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. |

  72. 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 2026 (the third year of the measurement period). The maximum overall vesting payout is subject to 200% of target RSUs. |

  73. 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. |

  74. 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. |

  75. 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. |

  76. Summary of our Executive Compensation Program

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

  77. Summary of our Executive Compensation Program

    | – | Our 2024 compensation benchmarking peer group includes 13 companies that the HRCC believes reflect appropriate industry, size, geographic scope, and market dynamics. |

  78. Summary of our Executive Compensation Program

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

  79. Summary of our Executive Compensation Program

    | • | Our compensation consultants are independent. |

  80. 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; |

  81. 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 2024, 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 2023, 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 2024 executive officer compensation actions. During 2024, FW Cook provided the HRCC with program design advice, an independent review of 2024 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, program advice on 2025 compensation programs, and assistance with share replenishment and amendment to the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan. In October 2024, 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 2025 executive officer compensation actions. In October 2024, 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 2024, 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 2024, the HRCC also engaged FIT Remuneration Consultants, LLP to assist the HRCC and the Corporate Governance and Sustainability Committee in drafting required fiscal year end 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 2024 to discuss draft UK required disclosures for fiscal year end 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.

  82. Annual Evaluation

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

  83. 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 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 peer group. After reviewing various attributes (e.g. annual revenues and number of employees) of the 2023 Peer Group, the HRCC agreed that both Ferro Corporation (acquired by Prince International in April 2022) and Venator Materials (filed for bankruptcy in 2023) should be eliminated from the peer group resulting in 13 remaining peer companies that would be used for 2024 (the “2024 Peer Group”). Our peer group for fiscal year 2024 (the “2024 Peer Group”) includes the following 13 companies:

  84. 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 | | | Ashland Global Holdings | Huntsman Corp. | Koppers Holdings | | | Avient Corp(1) | Minerals Technologies | Olin Corp. | | | Celanese Corp | Stepan Co. | Trinseo | | (1) Name change from PolyOne Corp. to Avient Corp. in July 2020. | | | |

  85. Competitive Market Overview

    As of August 2023, our revenue and number of employees were between the 31st and 50th percentiles of the 2024 Peer Group companies. In August 2024, the HRCC, with the assistance of FW Cook, conducted its annual review of the Company’s peer group to be used in connection with 2025 compensation determinations and determined the continued suitability of the 2024 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 companies listed above along with the addition of three companies (Axalta Coating Systems, Element Solutions, and Ingevity Corporation) as the “2025 Peer Group”. As of August 2024, our revenue and number of employees were between the 31st and 61st percentiles of the 2025 Peer Group companies.

  86. Elements of Compensation

    Elements of Compensation These are the components of the 2024 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 2024 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.

  87. Elements of Compensation

    | Component | Key Features | Objectives | Principal 2024 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 2024, the Board approved a 15.8% promotional salary increase (including merit increase) for our then Co-CEO, Mr. Romano who became our sole CEO. Mr. Romano’s salary increased from $950,000 to $1,100,000. Other NEOs (excluding Mr. Turgeon) received merit increases that ranged from 2.5% to 5.1% (excluding Mr. AlJunaidi who received a promotional salary increase of 19.6%, including 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. On February 21, 2024, the Board approved an increase to Mr. Romano’s Target AIP from 100% to 130% of salary commencing 2024 given his new role as sole CEO. Messrs. Srivisal and AlJunaidi received an increase in Target AIP from 70% to 80% of salary and from 50% to 60% of salary, respectively, commencing 2024. 2024 AIP payments for the NEOs (excluding Messrs. Turgeon and Austin and Ms. Zona) resulted in payouts of 70.1% of target on the overall Tronox 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 2026 ROIC (the third year of the measurement period). | 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, 2024, as part of the annual equity grant cycle, LTIP awards were granted to each NEO. For the CEO, the Board approved a Target LTIP award with a dollar value of $5,500,000 that increased from $3,100,000 as a result of his new role as sole CEO. Mr. Turgeon did not receive an LTIP award due to his April 1, 2024 planned retirement date. LTIP grants were awarded to other NEOs with a dollar value based on the guideline of 180% of base salary for Messrs. Srivisal and Neuman and 150% for the remaining NEOs. Mr. AlJunaidi’s LTIP award as a percent of salary was increased from 100% to 150% based on his promotion. 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. |

  88. Elements of Compensation

    | Component | Key Features | Objectives | Principal 2024 Actions | | | • Maximum overall vesting is subject to 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 2024 other than the Company offered an executive physical examination program intended to encourage executives to proactively manage their health as well as paid for the associated tax reimbursements. Two of our NEOs participated in such program during 2024. | | 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. | Due to our jurisdiction of incorporation in the UK, Mr. Romano, as an executive director of Tronox and Mr. Turgeon, as a former executive director, were subject to UK tax and we provided tax payments and related tax reimbursement payments regarding UK tax to mitigate or eliminate incremental tax burden. |

  89. Elements of Compensation

    | (1) The LTIP dollar value awarded may differ from the Fair Value of the award as reported in the 2024 Summary Compensation Table which reports the value of long-term incentives granted in accordance with applicable accounting rules. |

  90. 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 2024 fiscal year target total direct compensation. For purposes of the illustration below, we have modeled the pay mix of our CEO and other NEOs. AIP = Annual Incentive Plan; LTIP = Long-Term Incentive Plan; RSUs = Restricted Stock Units. 1 Chart also excludes those NEOs that separated from the Company during 2024 (Messrs. Turgeon and Austin and Ms. Zona).

  91. 2024 Short-Term Incentive Plan

    2024 Short-Term Incentive Plan For 2024, Tronox’s executive officers were eligible to receive cash awards under the 2024 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 CEO 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 2024, the HRCC approved increases in the Target Percentage for Messrs. Srivisal and AlJunaidi from 70% to 80% of salary and from 50% to 60% of salary, respectively, commencing 2024. The AIP Target Percentages of the other NEOs remained as 70% for Mr. Neuman and 60% for the remaining NEOs. In addition, the HRCC recommended and the Board approved an increase to Mr. Romano’s Target Percentage from 100% to 130% of salary commencing 2024 given his new role as sole CEO. 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 2024, plan structure remained unchanged and similar to 2023 included an environmental sustainability metric (reduction in tons of CO2 emissions per ton of production) at a 5% weight. For 2024, the HRCC established overall Tronox performance objectives that included two financial metrics, two safety metrics and one sustainability metric:

  92. 2024 Short-Term Incentive Plan

    | • | 2024 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. |

  93. 2024 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. For 2024, the HRCC approved 3 peer companies for this metric (Chemours Titanium Technologies Segment, Kronos Holdings and LB Group (LB Group replaced Venator Titanium Dioxide Segment as Venator filed for bankruptcy the prior year)). |

  94. 2024 Short-Term Incentive Plan

    | • | 2024 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. |

  95. 2024 Short-Term Incentive Plan

    | • | 2024 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. |

  96. 2024 Short-Term Incentive Plan

    | • | 2024 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. |

  97. 2024 Short-Term Incentive Plan

    For purposes of the 2024 Annual Incentive Program, the results were calculated as follows:

  98. 2024 Short-Term Incentive Plan

    | • | 2024 Adjusted EBITDA less Capital Expenditures is calculated by deducting 2024 capital expenditures as reported in the Company’s Statement of Cash Flows from reported 2024 Adjusted EBITDA, a non-GAAP measure. |

  99. 2024 Short-Term Incentive Plan

    | • | Adjusted EBITDA Margin Relative to TiO2 Peers is determined by first calculating the Adjusted EBITDA Margin for each of our peer companies (Chemours Titanium Technologies Segment, Kronos Holdings and LB Group) and then calculating a simple average Adjusted EBITDA Margin for the peer companies. The TiO2 Peer’s simple average Adjusted EBITDA Margin is then deducted from Tronox’s Adjusted EBITDA Margin. |

  100. 2024 Short-Term Incentive Plan

    | • | 2024 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. |

  101. 2024 Short-Term Incentive Plan

    | • | 2024 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. |

  102. 2024 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. |

  103. 2024 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:

  104. 2024 Short-Term Incentive Plan

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

  105. 2024 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, |

  106. 2024 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. |

  107. 2024 Short-Term Incentive Plan

    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 2024 Annual Incentive Plan metrics and their relative weighting for the CEO and other named executive officers. At its February 20, 2024 meeting, the committee set the overall Tronox objectives as follows:

  108. 2024 Short-Term Incentive Plan

    | Objective | Weighting | Threshold 50% | Target 100% | Maximum 200% | | Adj EBITDA less Capital Expenditures | 50% | $154M | $209M to $259M | $314M | | Adj EBITDA Margin Relative to TiO2 Peers | 30% | 3.4% | 7.4% | 11.4% | | 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% | 1.481 | 1.386 | ≤ 1.339 |

  109. 2024 Short-Term Incentive Plan

    At its February 18, 2025 meeting, the HRCC reviewed the Company’s performance compared to the overall Tronox objectives and determined the following:

  110. 2024 Short-Term Incentive Plan

    | • | For the fiscal year 2024, Tronox reported actual Adjusted EBITDA of $564 million and capital expenditures of $370 million resulting in Adjusted EBITDA less Capital Expenditures of $194 million. The $194 million in Adjusted EBITDA less Capital Expenditures was between threshold of $154 million and target of $209 million, resulting in a between threshold and target payout for this component. |

  111. 2024 Short-Term Incentive Plan

    | • | Adjusted EBITDA Margin Relative to TiO2 Peers was determined by first calculating the Adjusted EBITDA Margin for Tronox and each of our peer companies (Chemours Titanium Technologies Segment, Kronos Holdings and LB Group) for the four quarters ending September 30, 2024 and then calculating a simple average Adjusted EBITDA Margin for the peer companies. The TiO2 Peer’s simple average Adjusted EBITDA Margin of 16.3% was then deducted from Tronox’s Adjusted EBITDA Margin of 17.1% resulting in a difference of 0.8%. This performance corresponded to below threshold performance and resulted in a payout of 0% for this component. |

  112. 2024 Short-Term Incentive Plan

    | • | In the fiscal year 2024, our disabling injury frequency rate (DIFR) of 0.17 injuries to employees and contractors per 200,000 hours corresponded to performance between threshold and target performance levels, resulting in a payout of 75% for this component. Our total recordable injury frequency rate (TRIFR) of 0.33 injuries to employees and contractors per 200,000 hours worked corresponded to performance between target and maximum performance levels, resulting in a payout of 150% for this component. |

  113. 2024 Short-Term Incentive Plan

    | • | For fiscal year 2024 Tronox achieved 1.338 tons of CO2 emissions per ton of product that was above the maximum performance level established of 1.386 tons of CO2 emissions per ton of product, respectively, resulting in a 200% payout for this component. |

  114. 2024 Short-Term Incentive Plan

    The actual 2024 overall Tronox results versus the AIP metrics were calculated as follows:

  115. 2024 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 | $154M | $209M to $259M | $314M | $194M | 86.4% | 50.0% | 43.2% | | Adj EBITDA Margin Relative to TiO2 Peers | 3.4% | 7.4% | 11.4% | 0.8% | 0.0% | 30.0% | 0.0% | | Safety DIFR | 0.19 | 0.15 | ≤0.11 | 0.17 | 75.0% | 7.5% | 5.6% | | Safety TRIFR | 0.44 | 0.36 | ≤0.30 | 0.33 | 150.0% | 7.5% | 11.3% | | Sustainability CO2 Emissions | 1.481 | 1.386 | ≤1.386 | 1.338 | 200.0% | 5.0% | 10.0% | | | | | | | TOTAL PAYOUT %: | | 70.1% |

  116. 2024 Short-Term Incentive Plan

    At the February 18, 2025 meeting the HRCC approved the overall 2024 Tronox results that resulted in a payout of 70.1% 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 CEO, Mr. Romano, reviewed his 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 2024 cash compensation for the CEO and other NEOs with respect to the 20% component of AIP linked to individual performance:

  117. 2024 Short-Term Incentive Plan

    | Safety and Sustainability: | • Each year, the Board sets ambitious goals for safety metrics – Disabling Injury Frequency Rate (DIFR) and Total Recordable Injury Frequency Rate (TRIFR) - to drive a safety culture throughout the Company. The DIFR and TRIFR 2024 targets were once again deemed “stretch”, reflecting first quartile peer performance among peer companies. The Company achieved the TRIFR safety target, but slightly missed the DIFR safety target. The TRFIR was the lowest rate the Company has achieved in two decades. • In 2024, the Company was able to achieve its carbon emission reduction target, reducing carbon emissions by 20% against the 2019 baseline. The intensity reduction was primarily the result of the renewal power project in South Africa becoming fully operational in the first half of 2024, as well as the implementation of APCs across all our pigment plants and other energy efficiency initiatives and green power purchase agreements. | | Production and Operations: | • Despite 2024 seeing the continuation of an extremely difficult operating environment, the Company again delivered strong Adjusted EBITDA margin in 2024 which was higher than its direct TiO2 pigment western peers. • 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 2024, the Committee considered the unprecedented length and severity of the industry’s down cycle which began in mid-2022 and which is attributable to both weakened end-user demand as well as the aggressive growth in Chinese TiO2 production capacity and exports. • Despite end-market demand for TiO2 and zircon not recovering to the levels initially anticipated at the beginning of 2024, the Company reported full-year revenue of approximately $3.1 billion and full-year Adjusted EBITDA of $564 million. | | Capital Deployment: | • Notwithstanding the difficult industry conditions during 2024, management maintained capital expenditures in-line with its initial forecast. • During 2024, management continued to prudently manage liquidity and its balance sheet by executing several term loan refinancing transactions which both extended maturities and reduced interest payments. In addition, the Company returned $80 million in cash to shareholders in the form of dividends. |

  118. 2024 Short-Term Incentive Plan

    The final bonus payment awarded to each NEO (excluding Messrs. Turgeon and Austin and Ms. Zona) for their 2024 fiscal year performance is provided in the table below, disaggregated to show the overall Tronox result and the individual performance result.

  119. 2024 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 | | John D. Romano | $1,430,000 | 80% | 70.1% | $801,944 | 20% | 100% | $286,000 | $1,087,944 | 76.1% | | D. John Srivisal | $462,400 | 80% | 70.1% | $259,314 | 20% | 125% | $115,600 | $374,914 | 81.1% | | Jeffrey N. Neuman | $415,554 | 80% | 70.1% | $233,043 | 20% | 100% | $83,111 | $316,153 | 76.1% | | Jeffrey A. Engle | $288,630 | 80% | 70.1% | $161,864 | 20% | 125% | $72,158 | $234,021 | 81.1% | | Emad AlJunaidi | $270,000 | 80% | 70.1% | $151,416 | 20% | 100% | $54,000 | $205,416 | 76.1% |

  120. 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 CEO’s LTIP award is based on a dollar amount, not based on a percent of salary. On February 21, 2024, as part of the annual equity grant cycle, the HRCC recommended and the Board approved a Target LTIP award for Mr. Romano with a dollar value of $5,500,000 that increased from $3,100,000 as a result of his new role as sole CEO. Mr. Turgeon did not receive an LTIP award due to his April 1, 2024 planned retirement date. The CEO’s new Target LTIP was determined and recommended by the HRCC following their review of benchmark peer data provided by FW Cook. 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% of base salary for Messrs. Srivisal and Neuman and 150% of base salary for the remaining NEOs (for Mr. AlJunadi, his LTIP increased from 100% to 150% based on his new role). 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. 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 2024 Summary Compensation Table which reports the value of long-term incentives granted in accordance with applicable accounting rules. RSU awards are granted 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. 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.

  121. 2024 Long-Term Incentive Program

    2024 Long-Term Incentive Program The 2024 long-term incentive program maintains the same allocation between time-based and performance-based RSUs. On February 21, 2024, the HRCC granted long-term incentives using a mix of performance-based RSUs and time-based RSUs to each of the NEOs. The 2024 grant (dated February 21, 2024) to our NEOs was allocated as follows:

  122. 2024 Long-Term Incentive Program

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

  123. 2024 Long-Term Incentive Program

    For 2024, 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 2024 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, 2027 and the vest dates for the service-based RSUs are March 5, 2025, March 5, 2026, and March 5, 2027. 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 2024 are shown below:

  124. 2024 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, 2024 to December 31, 2026 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. |

  125. 2024 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% |

  126. 2024 Long-Term Incentive Program

    The HRCC approved the use of the Capital Markets Peer Group that included the following 18 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); and U.S. Silica Holdings, Inc. (SLCA). Note that the Capital Markets Peer Group has decreased from 18 companies to 17 companies since U.S. Silica Holdings was acquired in 2024.

  127. 2024 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. |

  128. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2025

    Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2025 During the first quarter of 2025, the performance-based restricted share units from the February 2022 long-term incentive plan, covering the 2022 to 2024 performance period vested. The performance-based restricted share units vested based upon two metrics each weighted as follows:

  129. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2025

    | • | 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, 2022 to December 31, 2024 as compared to companies in the “Capital Markets Peer Group” as defined below. The targets applying for the TSR measure are as follows: |

  130. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2025

    | 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 |

  131. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2025

    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 -45.9% TSR over the period that equated to a 16.6th percentile ranking that resulted in a below threshold (below 35th percentile performance level) payout of 0.0% 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 0.0% TSR payout percentage. The 2022 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, Kraton Corporation was acquired in 2022, U.S. Silica Holdings, Inc. was acquired in 2024 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.

  132. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2025

    | • | 50% of the performance-based RSUs vested based upon the Company’s 3-year average annual Return on Invested Capital (“ROIC”) improvement versus 2021 ROIC during the three-year measurement period which covered calendar years 2022, 2023, and 2024. The Company achieved -8.0% 3-year average annual ROIC improvement over the period that resulted in a 0.0% payout (below threshold) 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 0.0% ROIC payout percentage. |

  133. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2025

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

  134. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2025

    | | PERFORMANCE LEVELS | | | | | | METRIC | THRESHOLD (25%) | TARGET (100%) | MAXIMUM (200%) | ACTUAL PERFORMANCE | RESULTING PAYOUT % | | 3-Yr Average Annual ROIC Improvement vs 2021 ROIC | 1.6% | 3.2% | ≥4.8% | -8.0% | 0.0% |

  135. Performance Results for Prior Performance-based Long-Term Incentive Awards Vesting in March 2025

    The overall weighed payout considering both TSR and ROIC performance metrics and their respective 50% weightings resulted in an overall payout of 0.0% of the aggregate number of shares granted.

  136. 2025 Long-Term Incentive Program

    2025 Long-Term Incentive Program For 2025, 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.

  137. 2025 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. |

  138. 2025 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. |

  139. 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 CEO 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.

  140. 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.

  141. 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.

  142. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2024

    SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2024 The following table sets forth the total compensation for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 for our Chief Executive Officer (for 2024 we report our current CEO and our former Co-CEO), our Chief Financial Officer, our three most highly compensated other executive officers who were serving as executive officers as of December 31, 2024 and two former executives for whom disclosure would have been provided if they were serving as executive officers as of December 31, 2024. For Mr. Austin, December 31, 2024 exchange rate was used to convert any non-US compensation to US dollars.

  143. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2024

    | Name and Principal Position (1) | Year | Salary ($) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | John D. Romano Chief Executive Officer | 2024 | 1,059,616 | — | 6,132,420 | — | 1,087,944 | 51,303 | 276,882 | 8,608,165 | | | 2023 | 941,385 | — | 3,479,551 | — | 570,000 | 24,209 | 263,783 | 5,278,928 | | | 2022 | 913,154 | — | 2,756,924 | — | 672,894 | — | 341,857 | 4,684,829 | | D. John Srivisal Senior Vice President, Chief Financial Officer | 2024 | 570,462 | — | 1,103,855 | — | 374,914 | — | 102,982 | 2,152,213 | | | 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 | | Jeffrey N. Neuman Senior Vice President, General Counsel & Secretary | 2024 | 589,448 | — | 1,160,136 | — | 316,153 | — | 103,540 | 2,169,277 | | | 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 | | Jeffrey A. Engle Senior Vice President, Commercial & Strategy | 2024 | 476,204 | — | 774,442 | — | 234,021 | 2,315 | 90,086 | 1,577,068 | | | 2023 | 457,114 | — | 742,501 | — | 166,698 | 4,239 | 92,654 | 1,463,206 | | Emad AlJunaidi Senior Vice President, Integrated Supply Chain and Digital Transformation | 2024 | 448,581 | — | 752,638 | — | 205,416 | — | 78,014 | 1,484,649 | | Jean-François Turgeon, Former Co-Chief Executive Officer | 2024 | 237,501 | — | 175,704 | — | — | — | 1,108,148 | 1,521,353 | | | 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 | | Russell Austin, Former Senior Vice President, Operations | 2024 | 345,922 | — | 676,738 | — | — | — | 1,687,561 | 2,710,221 | | | 2023 | 400,279 | — | 650,401 | — | 121,388 | — | 411,430 | 1,583,498 | | | 2022 | 383,491 | — | 540,485 | — | 169,893 | — | 355,741 | 1,449,610 | | Melissa Zona, Former Senior Vice President, Chief Human Resources Officer & Head of SHEQ | 2024 | 232,637 | — | 733,299 | — | — | — | 959,164 | 1,925,100 |

  144. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2024

    | (1) Mr. Romano was appointed Chief Executive Officer effective April 1, 2024. Mr. Turgeon retired from the Company on April 1, 2024 and transitioned to a non-employee Board member effective April 2, 2024. Mr. Austin and Ms. Zona separated from the Company on December 2, 2024 and July 1, 2024, respectively. |

  145. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2024

    | (2) Amounts reported in this column represent the aggregate grant date fair value for our shares (without a discount to reflect the risk of some or all of the performance vested shares not vesting) in each respective year computed in accordance with the share-based accounting guidance under ASC Topic 718. Further information regarding the 2024 awards is included in the “Grants of Plan-Based Awards During 2024” and “Outstanding Equity Awards at December 31, 2024” 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 107 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  146. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2024

    | (3) Amounts reflected in this column represent the incentive compensation earned for each year’s performance against predetermined objectives. Amounts also include payments that were deferred at the election of the NEOs under the terms of the Savings Restoration Plan. For 2023 AIP paid in 2024, Messrs. Neuman, Engle, and AlJunaidi deferred $48,556, $16,670, and $12,227 respectively. |

  147. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2024

    | (4) 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, 2024 was determined using the estimated ASC 715 assumptions in effect on December 31, 2024. The ASC 715 discount rate was 5.76%. Our deferred compensation program does not allow for above-market earnings and therefore there is no value included for this amount. Includes the actuarial increases/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 109 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  148. SUMMARY COMPENSATION TABLE FOR YEAR ENDED DECEMBER 31, 2024

    | (5) The following table shows the components of “All Other Compensation” in the Summary Compensation Table for the years ended December 31, 2024, December 31, 2023, and December 31, 2022: |

  149. GRANTS OF PLAN-BASED AWARDS DURING 2024

    GRANTS OF PLAN-BASED AWARDS DURING 2024 The following table provides information on grants of awards to our named executive officers in the fiscal year ended December 31, 2024.

  150. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | | | | 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) | | John D. Romano | — | | 715,000 | 1,430,000 | 2,860,001 | | | | | | | | | | 2/21/2024 | 2/21/2024 | | | | | | | 185,185 | | | 2,749,997 | | | 2/21/2024 | 2/21/2024 | | | | 23,148 | 92,593 | 185,186 | | | | 2,007,416 | | | 2/21/2024 | 2/21/2024 | | | | 23,148 | 92,593 | 185,186 | | | | 1,375,006 | | D. John Srivisal | — | | 231,200 | 462,400 | 924,800 | | | | | | | | | | 2/21/2024 | 2/21/2024 | | | | | | | 33,334 | | | 495,010 | | | 2/21/2024 | 2/21/2024 | | | | 4,167 | 16,667 | 33,334 | | | | 361,341 | | | 2/21/2024 | 2/21/2024 | | | | 4,167 | 16,667 | 33,334 | | | | 247,505 | | Jeffrey N. Neuman | — | | 207,777 | 415,554 | 831,107 | | | | | | | | | | 2/21/2024 | 2/21/2024 | | | | | | | 35,033 | | | 520,240 | | | 2/21/2024 | 2/21/2024 | | | | 4,379 | 17,517 | 35,034 | | | | 379,769 | | | 2/21/2024 | 2/21/2024 | | | | 4,379 | 17,517 | 35,034 | | | | 260,127 | | Jeffrey A. Engle | — | | 144,315 | 288,630 | 577,260 | | | | | | | | | | 2/21/2024 | 2/21/2024 | | | | | | | 23,387 | | | 347,297 | | | 2/21/2024 | 2/21/2024 | | | | 2,923 | 11,693 | 23,386 | | | | 253,504 | | | 2/21/2024 | 2/21/2024 | | | | 2,923 | 11,693 | 23,386 | | | | 173,641 | | Emad AlJunaidi | — | | 135,000 | 270,000 | 540,000 | | | | | | | | | | 2/21/2024 | 2/21/2024 | | | | | | | 22,728 | | | 337,511 | | | 2/21/2024 | 2/21/2024 | | | | 2,841 | 11,364 | 22,728 | | | | 246,372 | | | 2/21/2024 | 2/21/2024 | | | | 2,841 | 11,364 | 22,728 | | | | 168,755 | | Jean- François Turgeon | — | | — | — | — | | | | | | | | | | 2/21/2024 | 2/21/2024 | | | | — | — | — | — | | | — | | | 5/8/2024 | 5/8/2024 | | | | — | — | — | 9,156 | | | 175,704 | | Russell Austin | — | | 112,569 | 225,137 | 450,275 | | | | | | | | | | 2/21/2024 | 2/21/2024 | | | | | | | 20,436 | | | 303,475 | | | 2/21/2024 | 2/21/2024 | | | | 2,555 | 10,218 | 20,436 | | | | 221,526 | | | 2/21/2024 | 2/21/2024 | | | | 2,555 | 10,218 | 20,436 | | | | 151,737 | | Melissa Zona | — | | 135,431 | 270,863 | 541,726 | | | | | | | | | | 2/21/2024 | 2/21/2024 | | | | | | | 22,144 | | | 328,838 | | | 2/21/2024 | 2/21/2024 | | | | 2,768 | 11,072 | 22,144 | | | | 240,041 | | | 2/21/2024 | 2/21/2024 | | | | 2,768 | 11,072 | 22,144 | | | | 164,419 |

  151. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (1) The HRCC approved the February 21, 2024 grants at its meeting on February 20, 2024. In accordance with the policy of the Governance and Sustainability Committee as it pertains to Board RSU grants, Mr. Turgeon, as a member of the Board of Directors of the Company, received a RSU grant on May 8, 2024 for his board service. |

  152. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (2) Amounts in these columns reflect the threshold, target and maximum payout levels for the 2024 annual incentive award. Further details regarding these awards can be found in the section titled “2024 Short-Term Incentive Plan.” |

  153. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (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, 2024, 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 2026 ROIC. Further details regarding these grants can be found in the sections titled “Long-Term Incentive Program” and “2024 Long-Term Incentive Program”. |

  154. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (4) Amounts in this column (other than for Mr. Turgeon) represent the number of time-based restricted units granted to the NEOs under the equity program. The units granted on February 21, 2024 vest one-third on March 5, 2025, March 5, 2026, and March 5, 2027. Mr. Turgeon, as a non-employee Director, received the annual equity grant on the date of the Company’s annual general meeting of shareholders (on May 8, 2024) 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 8, 2024, Mr. Turgeon received a grant of 9,156 restricted share units, reflecting the equity grant value of $164,991 (pro-rated to reflect April 2, 2024 start date as a board member) divided by the ten (10) day average closing price for the Company’s shares prior to the grant date of $18.02. |

  155. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (5) The amounts in this column have been calculated in accordance with FASB ASC Topic 718. For the grants made on February 21, 2024, the value of both the time-based restricted share units and 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 $14.85 and 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 $21.68 which was determined using a Monte-Carlo simulation and is 146% of the closing price of our ordinary shares on that date of $14.85. For the grants made to Mr. Turgeon on May 8, 2024, 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 $19.19. |

  156. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 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, 2024.

  157. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | | 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) | | John D. Romano | 2/3/2022 | — | — | — | | 17,639 | 177,625 | 52,916 | 532,864 | | | 2/21/2023 | — | — | — | | 68,570 | 690,500 | 102,854 | 1,035,740 | | | 2/21/2024 | — | — | — | | 185,185 | 1,864,813 | 185,186 | 1,864,823 | | D. John Srivisal | 2/3/2022 | — | — | — | | 5,022 | 50,572 | 15,066 | 151,715 | | | 2/21/2023 | — | — | — | | 18,832 | 189,638 | 28,248 | 284,457 | | | 4/3/2023 | — | — | — | | 3,232 | 32,546 | 4,846 | 48,799 | | | 2/21/2024 | — | — | — | | 33,334 | 335,673 | 33,334 | 335,673 | | Jeffrey N. Neuman | 2/3/2022 | — | — | — | | 5,913 | 59,544 | 17,738 | 178,622 | | | 2/21/2023 | — | — | — | | 22,237 | 223,927 | 33,354 | 335,875 | | | 2/21/2024 | — | — | — | | 35,033 | 352,782 | 35,034 | 352,792 | | Jeffrey A. Engle | 2/3/2022 | — | — | — | | 3,672 | 36,977 | 11,016 | 110,931 | | | 2/21/2023 | — | — | — | | 14,632 | 147,344 | 21,948 | 221,016 | | | 2/21/2024 | — | — | — | | 23,387 | 235,507 | 23,386 | 235,497 | | Emad AlJunaidi | 2/3/2022 | — | — | — | | 2,142 | 21,570 | 6,426 | 64,710 | | | 2/21/2023 | — | — | — | | 7,964 | 80,197 | 11,944 | 120,276 | | | 2/21/2024 | — | — | — | | 22,728 | 228,871 | 22,728 | 228,871 | | Jean-François Turgeon | 2/3/2022 | | | | | 17,639 | 177,625 | 52,916 | 532,864 | | | 2/21/2023 | | | | | 68,570 | 690,500 | 102,854 | 1,035,740 | | | 5/8/2024 | | | | | 9,156 | 92,201 | — | — | | Russell Austin | — | — | — | — | | — | — | — | — | | Melissa Zona | 2/3/2022 | — | — | — | | — | — | 7,752 | 78,063 | | | 2/21/2023 | — | — | — | | — | — | 9,364 | 94,295 |

  158. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (1) None of the Named Executive Officers have any outstanding stock options. Historically, option awards generally vested at the rate of one-third per year on the anniversary of the grant date. |

  159. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (2) Time-based awards vest one-third each March 5 starting with March 5 in the calendar year following the grant date. Performance-based awards granted in 2022, 2023 and 2024 vest on March 5, 2025 and March 5, 2026, and March 5, 2027 respectively, subject to Company performance. For the 9,156 time-based award granted to Mr. Turgeon (as a non-employee board member) on May 8, 2024, this award 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). |

  160. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (3) Market value of shares is based on a share price of $10.07, the closing price of our ordinary shares on December 31, 2024, the last trading day of 2024. |

  161. OPTION EXERCISES AND SHARES VESTED DURING 2024

    OPTION EXERCISES AND SHARES VESTED DURING 2024 The table below provides information regarding the vesting during 2024 of restricted share/unit awards held by our named executive officers. None of our named executive officers exercised stock options during 2024.

  162. OPTION EXERCISES AND SHARES VESTED DURING 2024

    | | 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) | | John D. Romano | — | — | 96,093 | 1,450,043 | | D. John Srivisal | — | — | 37,105 | 559,914 | | Jeffrey N. Neuman | — | — | 41,802 | 630,792 | | Jeffrey A. Engle | — | — | 26,460 | 399,281 | | Emad AlJunaidi | — | — | 14,765 | 222,804 | | Jean-François Turgeon | — | — | 96,190 | 1,451,507 | | Russell Austin | | | 44,610 | 614,852 | | Melissa Zona | — | — | 30,022 | 457,090 |

  163. OPTION EXERCISES AND SHARES VESTED DURING 2024

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

  164. 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.

  165. PENSION BENEFITS AS OF DECEMBER 31, 2024

    PENSION BENEFITS AS OF DECEMBER 31, 2024

  166. PENSION BENEFITS AS OF DECEMBER 31, 2024

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) (1) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) (2) | | John D. Romano | Tronox Incorporated Retirement Plan | 20.167 | 671,200 | | Jeffrey A. Engle | Tronox Incorporated Retirement Plan | 7.833 | 61,831 |

  167. PENSION BENEFITS AS OF DECEMBER 31, 2024

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

  168. PENSION BENEFITS AS OF DECEMBER 31, 2024

    | (2) The present value of accumulated benefits for the Tronox Incorporated Retirement Plan as of December 31, 2024 was determined using the estimated ASC 715 assumptions in effect on December 31, 2024. The ASC 715 discount rate was 5.76%. |

  169. PENSION BENEFITS AS OF DECEMBER 31, 2024

    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, 2024. 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, 2024.

  170. 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.

  171. NONQUALIFIED DEFERRED COMPENSATION FOR 2024

    NONQUALIFIED DEFERRED COMPENSATION FOR 2024

  172. NONQUALIFIED DEFERRED COMPENSATION FOR 2024

    | 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) | | John D. Romano | — | 155,728 | 431,506 | — | 2,880,212 | | D. John Srivisal | — | 55,269 | 72,276 | — | 554,003 | | Jeffrey N. Neuman | 166,446 | 72,498 | 244,117 | — | 2,064,610 | | Jeffrey A. Engle | 64,290 | 35,748 | 55,350 | — | 537,680 | | Emad AlJunaidi | 57,085 | 27,101 | 44,896 | — | 387,711 | | Jean-François Turgeon | — | — | 258,378 | 2,008,016 | 0 | | Russell Austin | — | — | — | — | — | | Melissa Zona | | 6,437 | 32,465 | — | 282,879 |

  173. NONQUALIFIED DEFERRED COMPENSATION FOR 2024

    | (1) Amounts for Mr. Neuman in this column are also included in the Summary Compensation Table as follows: $117,890 was included in the 2024 Salary column and $48,556 was included in the 2023 Non-equity Incentive Plan Compensation column. Amounts for Mr. Engle in this column are also included in the Summary Compensation Table as follows: $47,620 was included in the 2024 Salary column and $16,670 was included in the 2023 Non-equity Incentive Plan Compensation column. Amounts for Mr. AlJunaidi in this column are also included in the Summary Compensation Table as follows: $44,858 was included in the 2024 Salary column and $12,227 was included in the 2023 Non-equity Incentive Plan Compensation column. These amounts represent deferral of pay elected by the NEOs under our Savings Restoration Plan. |

  174. NONQUALIFIED DEFERRED COMPENSATION FOR 2024

    | (2) Amounts reflected in this column are also included in the “all other compensation” column in the Summary Compensation Table as of December 31, 2024. |

  175. NONQUALIFIED DEFERRED COMPENSATION FOR 2024

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

  176. NONQUALIFIED DEFERRED COMPENSATION FOR 2024

    | (4) Amounts in this column include amounts previously included in current or prior year Summary Compensation Tables as follows: Mr. Romano - $1,502,375; Mr. Srivisal - $287,875; Mr. Neuman - $1,606,628; Mr. Engle - $183,728; Mr. AlJunaidi - $84,186; Mr. Turgeon - $1,057,716; Mr. Austin - not applicable; and Ms. Zona - $6,437. |

  177. NONQUALIFIED DEFERRED COMPENSATION FOR 2024

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

  178. 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, 2024.

  179. 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:

  180. Potential Payments Upon Termination

    | (1) Employment agreements or offer letters; |

  181. Potential Payments Upon Termination

    | (2) Our retirement plans; and, |

  182. Potential Payments Upon Termination

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

  183. ESTIMATED POST-TERMINATION PAYMENTS AND BENEFITS AS OF DECEMBER 31, 2024

    | (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. |

  184. 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 2024 determination date (December 31, 2024) included the following:

  185. CEO PAY RATIO

    | • | Our total global employee workforce was 6,628, and we did not exclude any employees (other than our CEO) from this total using permitted exceptions. |

  186. 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 2024 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 2024, allowances, employer retirement contributions, benefits, and equity vests. |

  187. 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. |

  188. 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. |

  189. CEO PAY RATIO

    | • | We then sorted the annual total compensation paid for each employee (excluding the CEO) from lowest to highest and identified the employee who was paid the median 2024 annual total compensation paid amount. Our fiscal year 2024 median employee is employed in Australia at our Kwinana location. |

  190. CEO PAY RATIO

    | • | For the median employee, we then excluded 2023 bonus paid in 2024 and included bonus attributable to fiscal year 2024 and calculated total compensation for 2024 for purposes of calculating the CEO pay ratio. |

  191. CEO PAY RATIO

    Our analysis determined that our median employee earned $59,711 in total compensation for 2024 and the total compensation value as disclosed in the Summary Compensation Table for 2024 for Mr. Romano was $8,608,165. Based on this information, the ratio of CEO to median employee pay was 144 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.

  192. 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, 2023, and 2024:

  193. PAY VERSUS PERFORMANCE

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

  194. PAY VERSUS PERFORMANCE

    | • | Compensation Actually Paid (CAP) for our CEO, former Co-CEO, 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), (6), (7) and (8) 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. |

  195. 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, 2024. 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. |

  196. PAY VERSUS PERFORMANCE

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

  197. 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. |

  198. PAY VERSUS PERFORMANCE

    | | CEO (Mr. Romano) (1) | | Former Co-CEO (Mr. Turgeon) (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)(8) | SCT Total $(1) | CAP $ (3)(4)(5)(6)(7)(8) | SCT Total $(1) | CAP $ (3)(4)(5)(6)(7)(8) | Average SCT Total $ | Average CAP $ (3)(4)(5) (6)(7)(8) | Tronox TSR | Peer Group TSR | Net (Loss) Income ($M) | Adj EBITDA Less Capex ($M) (9) | | 2024 | 8,608,165 | 4,742,553 | 1,521,353 | (199,220) | – | – | 2,003,088 | 1,131,787 | $103 | $138 | (54.0) | 194.0 | | 2023 | 5,278,928 | 4,795,990 | 5,294,252 | 4,832,625 | – | – | 1,471,792 | 1,273,195 | $140 | $150 | (316.0) | 263.0 | | 2022 | 4,684,829 | (536,685) | 4,727,624 | (770,243) | – | – | 1,777,413 | (728,045) | $131 | $130 | 497.0 | 447.0 | | 2021 | 5,080,235 | 9,799,541 | 5,117,860 | 10,468,109 | 347,281 | 9,754,034 | 2,138,038 | 4,932,238 | $222 | $152 | 286.0 | 675.0 | | 2020 | 3,248,157 | 4,652,174 | 3,388,817 | 5,093,402 | 8,661,566 | 15,288,344 | 2,066,981 | 3,393,822 | $133 | $120 | 969.0 | 473.0 |

  199. 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. Effective April 1, 2024, Mr. Romano became the Company’s sole CEO and effective April 1, 2024 Mr. Turgeon retired from the Company and transitioned to become a board member as of April 2, 2024. |

  200. 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 2024, Messrs. Srivisal, Neuman, Engle, AlJunaidi, and Austin and Ms. Zona; 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 2024, if Mr. Austin and Ms. Zona (both separated from the Company during 2024) were excluded, the Average SCT Total would be $1,845,802 and the Average CAP would be $1,110,314. 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. |

  201. 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 2024: $10.07 (31.1% reduction from prior year), 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). |

  202. PAY VERSUS PERFORMANCE

    | (4) 2024 Compensation Actually Paid (CAP) to the CEO and former Co-CEO and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: |

  203. PAY VERSUS PERFORMANCE

    | | 2024 | | | | | CEO (Mr. Romano) ($) | Former Co-CEO (Mr. Turgeon) ($) | Other NEOs (Average) ($) | | Total Reported in 2024 Summary Compensation Table (SCT) | 8,608,165 | 1,521,353 | 2,003,088 | | Minus, Reported SCT Value of Equity Awards | (6,132,420) | (175,704) | (866,851) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 3,907,414 | 95,634 | 402,595 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (1,741,984) | (1,741,984) | (305,453) | | 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 | 101,378 | 101,480 | 44,651 | | Plus, Deduction of Prior Fair Value of Prior Year Awards that failed to meet applicable vesting conditions this year | 0 | 0 | (146,243) | | Plus Total CAP Equity Adjustments | 2,266,808 | (1,544,869) | (4,450) | | “Compensation Actually Paid” for Fiscal Year 2024 | 4,742,553 | (199,220) | 1,131,787 |

  204. PAY VERSUS PERFORMANCE

    | (5) 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: |

  205. PAY VERSUS PERFORMANCE

    | | 2023 | | | | | Co-CEO (Mr. Romano) ($) | Co-CEO (Mr. Turgeon) ($) | Other NEOs (Average) ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 5,278,928 | 5,294,252 | 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 | (640,232) | (641,309) | (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 | 401,572 | 423,960 | 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 | 2,996,613 | 3,017,924 | 527,905 | | “Compensation Actually Paid” for Fiscal Year 2023 | 4,795,990 | 4,832,625 | 1,273,195 |

  206. PAY VERSUS PERFORMANCE

    | (6) 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: |

  207. PAY VERSUS PERFORMANCE

    | | 2022 | | | | | Co-CEO (Mr. Romano) ($) | Co-CEO (Mr. Turgeon) ($) | Other NEOs (Average) ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | 4,684,829 | 4,727,624 | 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 | (2,864,773) | (3,039,939) | (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 | (724,547) | (825,734) | (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 | (2,464,590) | (2,740,943) | (1,693,042) | | “Compensation Actually Paid” for Fiscal Year 2022 | (536,685) | (770,243) | (728,045) |

  208. PAY VERSUS PERFORMANCE

    | (7) 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: |

  209. PAY VERSUS PERFORMANCE

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

  210. PAY VERSUS PERFORMANCE

    | (8) 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: |

  211. PAY VERSUS PERFORMANCE

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

  212. PAY VERSUS PERFORMANCE

    | (9) 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. |

  213. 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 Lucrèce Foufopoulos-De Ridder Julie Beck (appointed March 2025) John Romano Jean-Francois Turgeon

  214. 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, for 2021 to 2023) and the total pay of the UK-based employees at the 25th, 50th (median) and 75th percentiles of the UK workforce.

  215. CEO to employee pay ratio

    | Year | Name | Method | 25th percentile Pay Ratio | 50th percentile Pay Ratio | 75th percentile Pay Ratio | | 2024 | John D. Romano | C | 79:1 | 62:1 | 50:1 | | 2023 | Jean-Francois Turgeon | C | 57:1(2) | 46:1(2) | 39:1(2) | | | John D. Romano | C | 57:1(2) | 45:1(2) | 38:1(2) | | 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 |

  216. 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 2024, 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, 2024 to December 31, 2024), backed out the 2023 bonus paid in 2024 and added the 2024 bonus paid in 2025. The day by reference to which the 25th, 50th and 75th percentile employees were determined was December 31, 2024. 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 2024, a CEO pay ratio has been calculated based on full year 2024 pay for Mr. Romano who transitioned to CEO as of April 2, 2024. As Mr. Turgeon ceased to be Co-CEO on April 1, 2024, no CEO pay ratio is shown in respect to his part-year service as Co-CEO. 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.

  217. CEO to employee pay ratio

    | | Salary | | | Total Pay and Benefits(3) | | | | Year | 25th percentile | 50th percentile | 75th percentile | 25th percentile | 50th percentile | 75th percentile | | 2024 | $41,095 | $67,387 | $83,466 | $65,519 | $83,913 | $103,375 |

  218. CEO to employee pay ratio

    Notes:

  219. 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 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. |

  220. CEO to employee pay ratio

    | 2. | The disclosed CEO to employee pay ratios for 2023 shown above for Messrs. Turgeon and Romano are based on Single Figures of $3,809,292 and $3,776,145, respectively and differ from the ratios disclosed in the equivalent table in the 2023 Annual Report on Remuneration which are based on Single Figures of $3,723,050 and $3,690,094, respectively. The reason for the updates to the Single Figures in the 2023 Directors’ Remuneration Report is that the figures in that report included assumed average stock price from October 1, 2023 to December 31, 2023 to determine the value of performance-based RSUs with performance periods that ended in 2023. The final value of the performance-based RSUs have been determined and are reflected in the Single Figures for 2023 which have been used to recalculate the 2023 ratios in the table above. |

  221. CEO to employee pay ratio

    | 3. | Total Pay and Benefits figures include salary, employer medical contributions, retirement contributions, and full 2024 annual bonus payout. |

  222. Directors and key management compensation

    | | Year Ended December 31, | | | | 2024 | 2023 | | | (In Thousands) | | | Short-term employee benefits: | | | | Salaries including bonuses (employees) | $6,760 | $5,908 | | Fees earned or paid in cash (directors) | 1,273 | 1,110 | | Total short-term employee benefits | 8,033 | 7,018 | | Restricted share and restricted share units awards | 12,787 | 11,772 | | Other compensation | 3,879 | 1,564 | | Total | $24,699 | $20,354 |