UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant   ☒Filed by a Party other than the Registrant   ☐

THE CHEMOURS COMPANY

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

March 10, 2023

To our Shareholders:

We are pleased to invite you to attend the Annual Meeting of shareholders of The Chemours Company to be held on April 26, 2023. The meeting will begin at 10:00 a.m. (Eastern Time).

The Annual Meeting will be accessible via live webcast at www.viewproxy.com/chemours/2023/VM. Shareholders will be able to vote and submit questions during the Annual Meeting. To attend the Annual Meeting, shareholders should register on or before April 24, 2023 by visiting www.allianceproxy.com/chemours/2023. Further details can be found in the section below “General Information about the Meeting.”

The following pages contain our notice of Annual Meeting and Proxy Statement. Please review this material for information concerning the business to be conducted at the annual meeting, including the nominees for election as directors.

We are furnishing proxy materials to our shareholders primarily over the Internet, which expedites shareholders’ receipt of proxy materials and reduces the environmental impact of our Annual Meeting.

Whether or not you plan to attend the Annual Meeting, please submit a proxy promptly to ensure that your shares are represented and voted at the meeting.

Sincerely,

The Annual Meeting of Shareholders for The Chemours Company (the “Company”) will be held virtually on April 26, 2023 at 10:00 a.m. Eastern Time (including any adjournments or postponements) for the following purposes:

Only shareholders of record at the close of business on March 1, 2023 are entitled to notice of, and to vote at, the Annual Meeting, and any adjournments or postponements of the Annual Meeting.

By Order of the Board of Directors.

Kristine M. Wellman
Senior Vice President, General Counsel
& Corporate Secretary

March 10, 2023

Your vote is important. Even if you plan to attend the Annual Meeting, we still encourage you to submit your proxy via Internet, telephone or mail prior to the meeting. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described under “Can I revoke a proxy?” and “Can I change my vote after I have delivered my proxy?” in the “Questions and Answers” section of the attached Proxy Statement.

Table of Contents

​	PROXY SUMMARY/ANNUAL MEETING OVERVIEW	​	​	​	​	1	​	​
​	PROPOSAL 1 — ELECTION OF DIRECTORS	​	​	​	​	3	​	​
​	DIRECTOR QUALIFICATION PROCESS	​	​	​	​	3	​	​
​	DIRECTOR NOMINEES	​	​	​	​	4	​	​
​	CORPORATE GOVERNANCE	​	​	​	​	12	​	​
​	CORPORATE GOVERNANCE HIGHLIGHTS	​	​	​	​	12	​	​
​	Corporate Governance Practices	​	​	​	​	12	​	​
​	Corporate Responsibility Commitment (CRC) Highlights	​	​	​	​	13	​	​
​	Board Oversight of Corporate Responsibility	​	​	​	​	17	​	​
​	Board Leadership Structure	​	​	​	​	17	​	​
​	Director Independence	​	​	​	​	17	​	​
​	Oversight of Risk Management	​	​	​	​	18	​	​
​	Succession Planning	​	​	​	​	19	​	​
​	Director Education	​	​	​	​	19	​	​
​	Code of Conduct	​	​	​	​	19	​	​
​	Shareholder Engagement	​	​	​	​	20	​	​
​	Policy on Hedging Transactions	​	​	​	​	20	​	​
​	BOARD STRUCTURE AND COMMITTEE COMPOSITION	​	​	​	​	20	​	​
​	Audit Committee	​	​	​	​	21	​	​
​	Compensation and Leadership Development Committee	​	​	​	​	21	​	​
​	Nominating and Corporate Governance Committee	​	​	​	​	22	​	​
​	DIRECTOR COMPENSATION	​	​	​	​	23	​	​
​	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	​	​	​	25	​	​

​	Executive Compensation	​	​	​	​	27	​	​
​	Compensation Discussion and Analysis	​	​	​	​	27	​	​
​	Executive Compensation Tables	​	​	​	​	52	​	​
​	Compensation and Leadership Development Committee Report	​	​	​	​	64	​	​
​	PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	​	​	​	​	71	​	​
​	PROPOSAL 3 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	​	​	​	​	72	​	​
​	Fees Paid to Independent Registered Public Accounting Firm	​	​	​	​	72	​	​
​	Audit Committee’s Pre-Approval Policies and Procedures	​	​	​	​	72	​	​
​	Report of the Audit Committee	​	​	​	​	73	​	​
​	CERTAIN RELATIONSHIPS AND TRANSACTIONS	​	​	​	​	74	​	​
​	OTHER INFORMATION	​	​	​	​	75	​	​
​	Other Business that May Come Before the Meeting	​	​	​	​	75	​	​
​	2024 Annual Meeting of Shareholders 2024 Annual Meeting of Shareholders	​	​	​	​	75	​	​
​	Annual Report on Form 10-K Shareholders	​	​	​	​	75	​	​
​	GENERAL INFORMATION ABOUT THE MEETING	​	​	​	​	76	​	​

Proxy Summary

Details of the Annual Meeting of Shareholders (including any adjournments and postponements) for The Chemours Company, including the location of the meeting and the proposals its shareholders will vote upon at the meeting are listed below.

Voting

As a shareholder, you are invited to participate in the Annual Meeting and are entitled and encouraged to vote on the proposals described in this Proxy Statement. Only holders of record of Chemours common stock at the close of business on March 1, 2023 (the “Record Date”) are entitled to vote at the Annual Meeting. Each outstanding share of common stock is entitled to one vote.

If your shares are registered directly in your own name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered a “shareholder of record” with respect to those shares, and the Notice has been sent directly to you. As a shareholder of record, you may submit your proxy in advance of the Annual Meeting using any of the following alternatives:

Proxy Summary(continued)

If, like most shareholders of the Company, you hold your shares through a broker, bank or other nominee, you are considered a “beneficial owner” of those shares, holding the shares in “street name.” If you are a beneficial owner of shares, you will receive instructions from your broker or other nominee describing how to vote your shares. To vote on-line during the Annual Meeting, beneficial owners will need to contact the broker, trustee or nominee that holds their shares to obtain a “legal proxy” to bring to the meeting.

Nine current members of the Board are standing for re-election to hold office for a one-year term, or until their successors are duly elected and qualified.

Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Although Chemours knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board of Directors. In that case, your shares will be voted for that other person.

DIRECTOR QUALIFICATION PROCESS

The Nominating and Corporate Governance Committee (“NCG Committee”) considers potential candidates suggested by Board members, as well as management, shareholders, search firms and others.

Our Corporate Governance Guidelines describe qualifications for directors. Directors are selected for their:

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Integrity and character

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Sound, independent judgment

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Breadth of experience

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Keen insight and knowledge

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Business acumen

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Significant professional accomplishments

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The specific skills, experience and criteria the Board may consider, and which may vary over time depending on current needs includes:

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Leadership

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Experience involving technological innovation

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Relevant industry experience

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Financial expertise

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Corporate governance

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Compensation and succession planning

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Familiarity with issues affecting global businesses

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Experience with worldwide business operations, strategy and management

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Environment, health, safety and sustainability

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Risk management

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Other board experience

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Government service

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Diversity in experience, gender and ethnicity that contribute to the total mix of viewpoints and experience represented on the Board, is also a key selection criteria.

Directors are expected to devote the necessary time, energy, and attention to assure diligent performance of their responsibilities. When selecting candidates for nomination, the NCG Committee considers these factors, among other items, to assure new directors have the highest personal and professional integrity. In addition, selected director nominees are required to have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interests of all shareholders. The NCG Committee will not nominate for election as a

Proposal 1 — Election of Directors(continued)

director, a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to the organization.

Once the NCG Committee has identified a prospective candidate, the NCG Committee will make an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based on whatever information is provided to the NCG Committee with the recommendation of the prospective candidate, as well as the NCG Committee’s own knowledge of the prospective candidate. This may be supplemented by inquiries to the person making the recommendation or others.

The preliminary determination will be based primarily on the likelihood that the prospective nominee can satisfy the factors described above. If the NCG Committee determines, in consultation with the Chair of the Board and other Board members, that further consideration is warranted, it may gather additional information about the prospective nominee’s background and experience.

In connection with this evaluation, the NCG Committee will determine whether to interview the prospective nominee. One or more NCG Committee members and other directors, as appropriate, may interview the prospective nominee in person or by telephone. After completing its evaluation, the NCG Committee will decide whether to make a recommendation to the full Board for its consideration.

The NCG Committee selects director candidates suggested by shareholders, applying the factors for potential candidates described above and considers the additional information provided by the shareholder or gathered by the NCG Committee.

Shareholders wishing to suggest a candidate for director should write to the Corporate Secretary and include the detailed information required under the Company’s Amended and Restated Bylaws.

A shareholder’s written notice to the Corporate Secretary must be delivered to The Chemours Company, 1007 Market Street, Wilmington, DE 19801, Attention: Corporate Secretary. Shareholders who wish to nominate candidates for the Board of Directors must follow the procedures described under “2024 Annual Meeting of Shareholders — Procedures for Submitting Shareholder Proposals and Nominations” in this Proxy Statement on Page 75.

DIRECTOR NOMINEES

The following information describes certain information regarding our director nominees.

DIRECTOR NOMINEE COMPOSITION

Proposal 1 — Election of Directors(continued)

DIRECTOR SKILLS, EXPERIENCE, AND BACKGROUND

The NCG Committee recommended to the Board the nominees named in this Proxy Statement. Based on this recommendation and each nominee’s credentials and experience outlined below, the Board has determined that each nominee will make a significant contribution to our Board, is willing to devote the necessary time, energy, and attention to assure diligent performance of their responsibilities and should serve as a director of the Company.

The following skills matrix and biographical information about each of the nominees includes information regarding the nominee’s service as a director, business experience, current or recent director positions, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that factored into the Board’s determination for nomination. The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board.

DIRECTOR SKILLS MATRIX

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

Proposal 1 — Election of Directors(continued)

Proposal 1 — Election of Directors(continued)

DIRECTOR NOMINEES

Proposal 1 — Election of Directors(continued)

Proposal 1 — Election of Directors(continued)

Proposal 1 — Election of Directors(continued)

Proposal 1 — Election of Directors(continued)

Corporate Governance

CORPORATE GOVERNANCE HIGHLIGHTS

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All directors elected annually

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8 of 9 director nominees are independent

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Independent Board Chair

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Highly qualified directors reflect broad and diverse mix of business backgrounds, skills and experiences

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Board Refreshment — onboarded new directors in 2018, 2019, 2021, and 2022

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67% of our Board members are diverse based on gender and ethnicity

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4 of 5 Audit Committee members are “audit committee financial experts”

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Majority voting for uncontested elections with a director resignation policy

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Executive sessions of independent directors at each regularly scheduled Board meeting

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Elimination of supermajority voting provision recommended and submitted for shareholder vote in 2021

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NCG Committee responsible for ESG oversight

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Clawback (with express linkage to Code of Conduct and other corporate policies) and Anti-Hedging policies

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Directors and Officers must meet share ownership guidelines

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Annual Board and Committee self-evaluations

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Commitment to Corporate Responsibility — additional progress and publications. See highlights on page 13

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CORPORATE GOVERNANCE PRACTICES

The Board is committed to the highest standards of corporate governance, which is essential for sustained success and long-term shareholder value.

The Board adopted Corporate Governance Guidelines which provide the framework for the Board’s corporate governance. The NCG Committee annually reviews and assesses the Corporate Governance Guidelines and recommends changes to the Board as appropriate. Among other things, the Corporate Governance Guidelines provide that:

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Independent directors meet regularly in executive session in conjunction with regularly scheduled Board meetings

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Directors have access to the organization’s management and advisors, and are encouraged to visit the corporate facilities

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As necessary and appropriate, the Board and its Committees may retain outside legal, financial or other advisors

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The Board will make an annual self-evaluation of its performance with a particular focus on overall effectiveness

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Directors will avoid any actual or potential conflicts with the interests of the Company, and if any actual or potential conflicts develop, will report all facts to the Board in a timely manner to resolve the conflict, or the director may resign

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Shareholders and others interested in communicating directly with the Board, Chair or other independent director may do so by writing to the Corporate Secretary. The Board’s independent directors have approved procedures for handling such correspondence received by the Company and addressed to the Board

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The Corporate Governance Guidelines, along with the Charters of the Board Committees, the Company’s Code of Conduct, Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Controller, and Code of Business Conduct and Ethics for the Board of Directors are available on the Company’s website at www.chemours.com under the heading “Investor Relations” and then “Corporate Governance.”

Corporate Governance(continued)

CORPORATE RESPONSIBILITY COMMITMENT (CRC) HIGHLIGHTS

The world increasingly expects companies to provide essential products, responsibly. At Chemours, we share those expectations, which is why corporate responsibility, and our commitment to it, are embedded in everything we do. We are committed to making chemistry as responsible as it is essential and have set forth Corporate Responsibility Commitment (CRC) goals in three core areas — Inspired People, Shared Planet and Evolved Portfolio.

Corporate Governance(continued)

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In 2022, our teams in the United States, Belgium, Brazil, South Korea, Greater China, Japan and India achieved Great Places to Work certification, our teams in Switzerland and Spain were certified for the second time, and our Mexico team certified for the fifth consecutive year.

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Recognized as a “3+” Company by 50/50 Women on Boards™ (50/50WOB), a global education and advocacy campaign driving gender balance and diversity on corporate boards.

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Awarded more than $2.2 million in grants in 2022 in support of our Vibrant Communities goal to improve lives by increasing access to STEM skills, safety initiatives, and sustainable environment programs within the communities where we operate.

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Announced partnership with West Virginia University to increase access and exposure to STEM; which includes internships and co-op opportunities and provides funding for chemistry and chemical engineering education.

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In early 2022, kicked off our safety procedural excellence program which includes first-rate training and AI data tools for safety procedure writers.

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Employees in 15 countries dedicated more than 1,800 participation hours during our fourth Global CRC Day, reinforcing that our individual actions support collective progress.

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In 2022,100% of eligible employees met the annual corporate ethics and compliance training requirement by completing the Living Integrity Code of Conduct Training.

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Chemours has a comprehensive approach to cyber security which includes a robust cyber education program focused on cyber risk and prevention, using online situational awareness training and continuous phishing simulations. Approximately 85% of our global workforce have been successfully trained, strengthening our defenses against cyber risk.

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Corporate Governance(continued)

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Committed to setting official science-based targets for approval by the Science-based Targets Initiative (SBTi).

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Two operating sites renewed their Wildlife Habitat Council programs with one site receiving Gold level certification.

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As of year-end 2021, we achieved an 18% reduction in total absolute GHG emissions since 2018.

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Since the issuance of our 2021 CRC report, we’ve made additional progress on initiatives that fall under our Planet pillar, such as the completion of the Louisville HFC-23 emissions reduction project representing approximately 25% of total baseline GHG emissions where a reduction will be reflected in 2022 reported emissions data, as well as our commitment to approximately 100,000 MWh per year of renewable power executed in 2022 at our Louisville, Kentucky, Starke, Florida and New Johnsonville, Tennessee sites with several other renewable initiatives in progress.

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As of year-end 2021, we achieved a 40% reduction in fluorinated organic compounds process emissions to air and water since 2018.

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Corporate Governance(continued)

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Announced our aspiration to be the most sustainable TiO2 enterprise in the world and unveiled the new Ti-Pure™ Sustainability (TS) product series, which includes a new calculator tool to help Titanium Technologies customers better evaluate lifecycle impacts.

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Met and surpassed our Sustainable Supply Chain goal of assessing sustainability performance of 80% of suppliers by addressable spend, with 90% of suppliers evaluated by end of 2022.

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60% of our assessed suppliers increased their EcoVadis score in 2022.

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Improved Chemours’ EcoVadis rating from Silver to Gold in June 2022.

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Corporate Governance(continued)

BOARD OVERSIGHT OF CORPORATE RESPONSIBILITY

Because environmental, social, and governance (ESG) matters are integral to our growth and long-term success, we believe that a two-tiered level of oversight provides the best avenue to integrate ESG risks and opportunities into our overall business strategy and help us meet the changing demands of all our stakeholders — customers, partners, investors, employees and communities.

Corporate Responsibility is embedded in our business processes, guides how we manage and operate our manufacturing sites, and inspires the new products and offerings we bring to market. Our growth strategy is directly linked to Corporate Responsibility. Proposed corporate transactions and overall corporate strategy are reviewed by the full Board with input from management on ESG risks and opportunities. Our Board and its Committees receive regular updates from senior management on Corporate Responsibility matters, including environmental, health and safety (EHS), social issues, regulatory actions and product stewardship.

Under the oversight of our Board, senior management continues to execute on our Corporate Responsibility. With the Board’s guidance, we have developed and are advancing progress on goals for climate change, water stewardship, waste management, diversity and inclusion, safety, product sustainability and sustainable sourcing. See update on Page 13.

BOARD LEADERSHIP STRUCTURE

Mrs. Dawn L. Farrell serves as the Chair of the Board, a position she has held since January 1, 2022, after serving as the Company’s Lead Independent Director from July 1, 2021 to December 31, 2021. The Company’s governing documents allow the roles of Chair and Chief Executive Officer (CEO) to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separated or combined based on our needs and the Board’s assessment of the Company’s leadership from time to time. If the Board does not have an independent chairperson, the Board will appoint a Lead Independent Director and determine the Lead Independent Director’s duties and responsibilities. The Board will periodically consider the advantages of having an independent Chair or a combined Chair and CEO and is open to different structures as circumstances may warrant.

At this time, the Board has determined that separating the roles of Chair and CEO serves our best interests and that of our shareholders. Our CEO and senior management, working with the Board, set the strategic direction for the organization, and the CEO provides day-to-day leadership. The independent Chair leads the Board in the performance of its duties and serves as the principal liaison between the independent directors and the CEO.

DIRECTOR INDEPENDENCE

The NCG Committee is responsible for reviewing the qualifications and independence of members of the Board and its various committees on a periodic basis, as well as the composition of the Board as a whole. This assessment includes members’ qualifications as independent, as well as consideration of skills and experience specific to the needs of the Board.

Corporate Governance(continued)

Director nominees are recommended to the Board by the Committee in accordance with the policies and principles in its Charter. The ultimate responsibility for selection of director nominees resides with the Board. The qualifications that the Board considers when nominating directors is discussed in more detail under “Director Qualification Process” in this Proxy Statement.

Independent Directors

The Board assesses the independence of directors and examines the nature and extent of any relations between the Company and directors, their families and their affiliates. The Corporate Governance Guidelines provide that a director is “independent” if he or she satisfies the New York Stock Exchange (NYSE) Listing Standards on director independence and the Board affirmatively determines that the director has no material relationship with the Company (either directly, or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has determined that, with the exception of Mark E. Newman, each of the current directors — Curtis V. Anastasio, Mary B. Cranston, Curtis J. Crawford, Dawn L. Farrell, Erin N. Kane, Sean D. Keohane, Guillaume Pepy, and Sandra Phillips Rogers — is independent.

Independent Committees

All members serving on the Audit Committee, the Compensation and Leadership Development Committee and the NCG Committee must be independent as defined by the Corporate Governance Guidelines.

In addition, Audit Committee members must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) relating to audit committees. Each Compensation and Leadership Development Committee member must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees and be a “non-employee director” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Board has determined that each member of the Audit Committee, the Compensation and Leadership Development Committee, and the NCG Committee meets the requisite independence and related requirements.

OVERSIGHT OF RISK MANAGEMENT

The Board of Directors is responsible for oversight of risk management, and its leadership structure, and the Chemours Executive Team (“CET”) is accountable for risk management, which is integrated into our annual strategic planning and business and functional managing processes. Risk management is embedded into our line organizations and part of regular, managing processes. There is an established risk assessment cadence, methodology, and systemic approach to risk management throughout the year within the Company with regular and robust risk reporting to management.

The Audit Committee oversees the risk management process, while the full Board oversees the top risks and mitigation actions of the Company. In fulfilling its risk oversight responsibility, the Board receives various management and Board Committee reports and meets with the full CET twice per year to discuss risk management. It also engages in periodic discussions with the Company’s officers, as it may deem appropriate. In addition, each of the Board Committees considers the risks within its areas of responsibility. For example, the Audit Committee focuses on risks inherent in the Company’s accounting, financial reporting and internal controls and reviews the Company’s cybersecurity and information security programs.

The Compensation and Leadership Development Committee considers the risks that may be implicated by the Company’s incentive compensation program. The Compensation and Leadership Development Committee’s assessment of risk related to compensation practices is discussed in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement.

The NCG Committee provides oversight regarding the Company’s policies on political contributions and lobbying expenses. The NCG Committee is also responsible for reviewing transactions between the Company and related persons, which is discussed in more detail under “Certain Relationships and Transactions” in this Proxy Statement.

Corporate Governance(continued)

SUCCESSION PLANNING

The Board plans for succession to the position of CEO. The Compensation and Leadership Development Committee, on behalf of the Board, oversees the succession planning process. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO, as well as perspective on potential candidates from outside the organization. The Board makes available, on a continuing basis, the CEO’s succession recommendation(s) should he or she be unexpectedly unable to serve. The CEO also provides the Board with an assessment of potential successors to key positions.

DIRECTOR EDUCATION

New directors participate in an orientation process to become familiar with the Company and its strategic plans and businesses, significant financial matters, core values including ethics, compliance programs, corporate governance practices and other key policies and practices through a review of background materials, meetings with senior executives and visits to Company facilities. The NCG Committee is responsible for providing guidance on directors’ continuing education, and actively monitors and encourages director education opportunities.

CODE OF CONDUCT

The Company is committed to high standards of ethical conduct and professionalism, and the Company’s Code of Conduct confirms the commitment to ethical behavior in the conduct of all activities.

In furtherance of this commitment, the Company has adopted a Code of Conduct, a Code of Business Conduct and Ethics for the Board of Directors, and a Code of Ethics for the CEO, CFO and Controller.

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The Code of Conduct applies to all directors, officers (including the CEO, CFO and Controller) and employees of Chemours, and it sets forth the Company’s policies and expectations on a number of topics including avoiding conflicts of interest, confidentiality, insider trading, protection of Chemours and customer property, and providing a proper and professional work environment. The Code of Conduct sets forth a worldwide toll-free and Internet-based ethics hotline, which employees can use to communicate any ethics-related concerns, and the Company provides training on ethics and compliance topics for employees.

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The Code of Business Conduct and Ethics for the Board of Directors applies to all directors, and is intended to (i) foster the highest ethical standards and integrity; (ii) focus the Board and each director on areas of potential ethical risk and conflicts of interest; (iii) guide directors in recognizing and dealing with ethical issues; establish reporting mechanisms; and promote a culture of honesty and accountability.

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The Code of Ethics for the CEO, CFO and Controller applies to those three executive officers. This Code sets forth the standards of conduct that the CEO, CFO and Controller must uphold while performing his or her duties.

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Each year, the Company trains 100% of its employees on the Code of Conduct.

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In order to continuously improve and evolve its compliance program, the Company engages in regular risk assessments and conducts root cause analyses of any confirmed instances of ethical misconduct.

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In fiscal year 2022, there were no waivers of any provisions of  (i) the Code of Conduct; (ii) the Code of Business Conduct and Ethics for the Board of Directors; or (iii) the Code of Ethics for the CEO, CFO and Controller. In the event the Company amends or waives any provision of any Code of Conduct or Code of Ethics that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K promulgated under the Exchange Act, the Company intends to disclose these actions on the Company website at www.chemours.com.

Corporate Governance(continued)

SHAREHOLDER ENGAGEMENT

We maintain a very active and broad-based investor relations outreach program to solicit input and to communicate with shareholders on a variety of topics related to our business and strategy. We also speak to shareholders about governance matters, including our corporate governance profile and our corporate responsibility commitments. Throughout the year, our investor relations team and some of our executive officers and other key employees speak with shareholders at investor conferences, at in-person meetings and in phone conversations. We will continue to engage with shareholders on business, strategy, governance and other relevant topics.

POLICY ON HEDGING TRANSACTIONS

We have adopted a policy that prohibits all officers and directors and all employees that receive or have access to material nonpublic information about the Company from engaging in transactions in publicly traded options, puts, calls or other derivative securities and from entering into hedges or swaps involving the Company’s securities. Officers and Directors are also prohibited from pledging Chemours securities as collateral for a loan without special exception.

BOARD STRUCTURE AND COMMITTEE COMPOSITION

The Board has nine Directors now and three standing Committees: The Audit Committee, the Compensation and Leadership Development Committee, and the NCG Committee.

The table below reflects the composition of each Committee as of March 1, 2023, and the number of meetings held by each Committee during fiscal year 2022. Dawn L. Farrell as Chair of the Board, and Mark E Newman, as President and Chief Executive Officer, were not members of any Committee.

The Board met 8 times during fiscal year 2022. Each of the directors attended over 75% of the Board meetings and meetings of the Committees on which they served. Our Corporate Governance Guidelines provide that directors are expected to attend meetings of the Board, its Committees on which they serve, and the Annual Meeting of Shareholders.

Each Committee operates under a written charter. The Charters are available on our corporate website, www.chemours.com, under the heading “Investor Relations” and subheading “Corporate Governance.” The principal functions of each Committee are summarized below.

BOARD STRUCTURE AND COMMITTEE COMPOSITION (continued)

AUDIT COMMITTEE

The responsibilities of the Audit Committee are more fully described in the Audit Committee Charter and include, among other duties, the fulfillment of its and the Board’s oversight responsibilities relating to:

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The integrity of the financial statements of the Company

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The qualifications and independence of the Company’s independent auditor, and in connection with the Committee’s oversight in this regard, the Chair of the Audit Committee is engaged in the selection process for the audit engagement partner

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The performance of the Company’s internal audit function and independent auditors

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Compliance by the Company with legal and regulatory requirements

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Conducting an annual Committee self- assessment and an assessment of the independent audit firm, and reporting the results to the full Board

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Conducting a quarterly review of the Company’s cyber security and information security programs

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The Audit Committee consists entirely of independent directors, and each meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. Each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment. Additionally, the Board of Directors has determined, in its business judgment, that four of the five members of the Audit Committee is an “audit committee financial expert” for purposes of the rules of the SEC.

COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE

The responsibilities of the Compensation and Leadership Development Committee are more fully described in the Compensation and Leadership Development Committee Charter and include, among other duties:

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Assess current and future senior leadership talent, including their development and the succession plans of key management positions (other than CEO)

​

■

Assist the Board in CEO succession planning, including providing oversight of the CEO’s succession planning process.

​

■

Conduct an annual review of the Company’s diversity talent, as well as diversity representation on the slate for key positions

​

■

Oversee the performance evaluation of the CEO based on input from other independent directors versus Board-approved goals and objectives

​

■

Recommend to the independent members of the Board, compensation, including severance agreements as appropriate, for the CEO

​

■

Review and approve compensation and employment arrangements, including equity compensation plans, bonus plans and severance agreements as appropriate, of the CEO and other senior executive officers

​

■

Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk. Review and approve the Compensation Discussion and Analysis and the Committee report, and other executive compensation disclosures, as required to be included in the Company’s applicable SEC filings

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■

Conduct an annual Committee self-assessment and an assessment of the independent compensation consultant and report the results to the full Board

​

BOARD STRUCTURE AND COMMITTEE COMPOSITION

The Compensation and Leadership Development Committee consists entirely of independent directors, and each member meets the heightened independence requirements under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees; and is a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2022, none of the members of the Compensation and Leadership Development Committee was an officer or employee of the Company. No executive officer of the Company served on the compensation committee (or other board committee performing equivalent functions) or on the board of directors of any Company having an executive officer who served on the Compensation and Leadership Development Committee or the Board.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The responsibilities of the NCG Committee are more fully described in the NCG Committee Charter and include, among other duties:

■

Develop and recommend to the Board of Directors a set of corporate governance guidelines

​

■

Identify individuals qualified to become Board members consistent with criteria approved by the Board and recommend to the Board nominees for election as directors, including nominees whom the Board proposes for election as directors at the Annual Meeting

​

■

Review and approve any transaction between the Company and any related person in accordance with the Company’s policies and procedures for transactions with related persons

​

■

Oversee our corporate governance practices, including reviewing and recommending to the Board of Directors for approval any changes to the Company’s Code of Conduct, Certificate of Incorporation, Bylaws and Committee Charters

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■

Oversee the Company’s policies, performance, and reporting in the areas of corporate responsibility, including environmental, social and governance

​

■

Conduct an annual assessment of the Committee’s performance, oversee the self-evaluation process of the entire Board of Directors and its other Committees, establish the evaluation criteria, implement the process and report its findings on the process to the Board of Directors

​

■

The NCG Committee consists entirely of independent directors, and each meets the independence requirements set forth in the NYSE Listing Standards.

​

DIRECTOR COMPENSATION

OVERVIEW

Non-employee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of shareholders. The NCG Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation.

During fiscal year 2022, non-employee directors were entitled to the following annual retainers:

​

(1)

Amounts payable in cash may be deferred pursuant to The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (the “Directors Deferred Compensation Plan”), which is described further below.

​

(2)

Equity awards are valued as of the grant date and rounded down to the nearest whole share. Equity awards may be deferred pursuant to Directors Deferred Compensation Plan. For 2022, equity awards were in the form of shares of common stock or for directors who elected to defer their equity awards, deferred stock units (DSUs) that convert into shares of common stock when a director leaves the Board or on a grant date anniversary selected by the director. Before DSUs are converted into shares, directors are not entitled to dividends on the DSUs, but they receive dividend equivalents (credited in the form of additional DSUs) that likewise are converted into shares (with any fractional share paid in cash) upon termination of service or on a grant date anniversary selected by the director.

​

The fees reflected in the table above assume service for a full year. Directors who serve for less than the full year are entitled to receive a pro-rated portion of the applicable payment. Each “year,” for purposes of non-employee director compensation, begins on the date of the Company’s annual meeting of shareholders. The Company does not pay meeting fees but does pay for or reimburse directors for reasonable expenses related to Board service, including for attending Board, Committee, educational and Company business meetings.

During 2022, the NCG Committee reviewed the annual amount of the non-employee director equity and cash compensation and recommended no changes to director compensation. The Board believes the compensation program is in the best interest of the Company and designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of shareholders.

The Board has adopted share ownership guidelines applicable to non-employee director equity awards. The share ownership guidelines, contained in the Corporate Governance Guidelines, require non-employee directors to hold at least six (6) times the cash portion of their annual retainer worth of Chemours common stock and/or DSUs while serving as a director. Non-employee directors will have five (5) years to attain this ownership threshold from the time of their election to the Board.

THE CHEMOURS COMPANY STOCK ACCUMULATION AND DEFERRED COMPENSATION PLAN FOR DIRECTORS

Under the Stock Accumulation and Deferred Compensation Plan for Directors, a director is eligible to defer all or part of his or her Board retainer and Committee Chair fees in an interest-bearing notional cash account or stock units until a future year or years, payable in a lump sum or equal annual installments. Interest will accrue on the notional cash account at a rate corresponding to the average 30-year Treasury securities rate applicable for the quarter (or at such other rate as may be specified by the Compensation Committee from time to time) with quarterly compounding. Dividend equivalents will accrue on deferred stock units. This deferred compensation is an unsecured obligation of the Company.

DIRECTOR COMPENSATION(continued)

2022 DIRECTOR COMPENSATION TABLE

The following table shows information concerning the compensation paid in fiscal year 2022 to non-employee directors:

​

(1)

Column reflects all cash compensation earned during fiscal year 2022, whether or not payment was deferred pursuant to the Directors Deferred Compensation Plan.

​

(2)

This column represents the dollar amount recognized for financial statement reporting purposes with respect to fiscal year 2022 in accordance with FASB ASC 718 as the grant date fair value of compensation earned by directors in the form of DSUs of Chemours common stock or shares of common stock. This value is determined by dividing the annual equity award amount by the closing share price on the date of grant and rounding down to the next whole share, then multiplying by the closing share price on the grant date.

​

(3)

This amount represents the payment for legal fees that Mr. Pepy incurred for tax counseling relating to the foreign tax treatment of his director compensation. This amount was paid in euros and the U.S.-dollar equivalent is shown based on an exchange rate of  $1.0654

​

(4)

Bradley Bell resigned as a Director effective as of January 2, 2023.

​

(5)

This amount reflects the total actually received by Mr. Pepy due to variations in the exchange rate on the dates of payment.

​

(6)

This amount reflects the pro-rated award Mr. Pepy received in March 2022 for his partial year service and his 2022 annual equity award amount.

​

The aggregate number of DSUs held by each non-employee director at fiscal year-end is as follows:

​

(1)

Bradley Bell resigned as a Director effective as of January 2, 2023.

​

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of Chemours’ common stock as of March 2, 2023 by each of the Company’s directors and nominees, named executive officers, and all directors and executive officers as a group.

Amount and nature of beneficial ownership:

​

*

Indicates ownership of less than 1% of the outstanding shares of Chemours common stock. Each of the Company’s executive officers and directors may be contacted at 1007 Market Street, Wilmington, DE 19801.

​

(1)

Shares held individually or jointly with others, or in the name of a bank, broker or nominee for the individual’s account.

​

(2)

Shares over which directors, nominees and executive officers may be deemed to have or share voting or investment power, including shares owned by trusts and certain relatives.

​

(3)

Shares which directors and executive officers had a right to acquire beneficial ownership of within 60 days from March 2, 2023, through the exercise of stock options or through the conversion of stock units held under the Company’s equity-based compensation plans.

​

SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS

Based solely on the information filed on Schedule 13F(1) for the fiscal year ended December 31, 2022, the following table sets forth those shareholders who beneficially own more than five percent of Chemours common stock.

​

(1)

Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on January 26, 2023, BlackRock, Inc. reported that it had sole voting power with respect to 17,755,093 shares and sole dispositive power with respect to 18,516,903 shares as of December 31, 2022.

​

(2)

Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 9, 2023, The Vanguard Group reported that it had shared voting power with respect to 84,123 shares, sole dispositive power with respect to 18,196,342 shares, and shared dispositive power with respect to 219,811 shares as of December 31, 2022.

​

(3)

Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 9, 2023, FMR LLC reported that it had sole voting power with respect to 11,673,146 shares and sole dispositive power with respect to 11,829,385 shares as of December 31, 2022.

​

(4)

Ownership percentages based on 148,504,030 shares outstanding as of December 31, 2022.

​

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis is organized into six sections:

Compensation Discussion and Analysis

Executive Summary

2022 Business Highlights

Courage and agility — words that best describe the drive our team showed in delivering strong performance in 2022. Despite significant challenges, including geopolitical volatility, supply chain disruptions and rising inflation, we delivered improved financial performance and accelerated changes that positioned us well for 2023. During the year, we increased our focus on sustainable growth through announced investments in the hydrogen economy and lower global warming potential refrigerants, while redoubling our efforts in responsible manufacturing. For the first time since our founding, the combined performance of our Thermal & Specialized Solutions (TSS) and Advanced Performance Materials (APM) segments became the primary driver of Chemours’ results. This was largely a result of our continued commitment to innovation and secular growth strategies that will continue to yield results into the future.

Our 2022 results includes:

■

Net Sales of  $6.8 billion, up 7% year over year

​

■

Net Income of  $578 million with EPS1 of  $3.65, up $0.05 year over year

​

■

Adjusted EBITDA of  $1.36 billion, up 4% year over year

​

1

Earnings per share (EPS) on diluted basis

​

Executive Summary(continued)

■

Free Cash Flow (FCF) of  $447 million — delivering over $1.5 billion in FCF in the past three years

​

■

Returned $649 million to shareholders — $495 million in share repurchases and $154 million in dividends — while continuing to strengthen our balance sheet

​

■

Achieved record Net Sales and Adjusted EBITDA in TSS

​

■

Drove record Net Sales, Adjusted EBITDA and Adjusted EBITDA Margin in APM

​

■

Our Titanium Technologies (TT) segment reported relatively flat Net Sales and lower Adjusted EBITDA versus prior year in the face of ore shortages during a strong first half and weakening demand in Europe and Asia in the second half of the year

​

■

Connected to our strong financial performance, we achieved a number of important milestones that helped foster a strong business climate and improve our focus on sustainable growth, including:

​

•

Announcing an $80 million multi-year investment in our Opteon™ YF capacity at Corpus Christi. As a result of this investment, and ongoing debottlenecking activities, our Corpus Christi Opteon™ YF capacity will increase by approximately 40%, and we will further enhance our position as the partner of choice for sustainable, climate-friendly thermal management solutions.

​

•

Announcing a $200 million expansion in Nafion™ ion exchange material production at our Villers-Saint-Paul, France site. This will support the rapid growth of the hydrogen economy, which we believe could translate into a multibillion-dollar market for electrolyzer and fuel cell membranes by 2030.

​

•

Agreeing to establish a joint venture with BWT FUMATECH which will accelerate the development of heavy-duty fuel cell membranes. This joint venture partnership combines Chemours’ ion exchange materials and technologies with BWT FUMATECH’s membrane production capabilities.

​

•

Supporting the passage of the U.S. CHIPS and Science Act and the Inflation Reduction Act in support of the semiconductor and clean energy sectors.

​

•

Announcing our aspiration to be the most sustainable TiO2 producer in the industry and unveiling the new Ti-Pure™ Sustainability Product Series.

​

•

Announcing the launch of a new pilot program in the European Union and the United Kingdom in partnership with Honeywell to recycle and reclaim Opteon™ XP40 and Honeywell’s Solstice® N40, which are patented HFO refrigerant blends.

​

•

Continuing to make strong progress implementing our Corporate Responsibility Commitment goals and committing to setting science-based targets for scopes 1, 2, and 3 greenhouse gas emissions with the Science Based Targets initiative.

​

•

Achieving Great Place to Work™ certification in ten countries representing over 90% of employees.

​

•

Updating our Inclusion, Diversity, and Equity goals to help drive greater gender and ethnic diversity.

​

Despite the global challenges in 2022, the actions and the efforts of our leadership team delivered solid operating performance across our business segments.

Our TT segment had a challenging year holding year-over-year revenues relatively flat at $3.4 billion and Adjusted EBITDA declining 25% to $601 million. The team continued to meet key contracted customer needs in the face of TiO2 ore constraints and higher raw materials and energy costs, as well as much lower demand in Europe and Asia in the second half of the year. With a strong book of contracted customers — through continued execution of our Ti-Pure™ Value Stabilization (TVS) strategy — we continued to focus on improving the quality of segment earnings through TiO2 cycles, growing with strategic customers and becoming the most sustainable TiO2 enterprise in the world. In 2022, the TT segment launched the TiPure™ Sustainability Series, a new family of pigment offerings designed to advance sustainability, minimize climate impact, and maximize resource efficiency. The first product in the series is supported by a environmental footprint calculator to help customers quantify the environmental impact reduction of the grade. Also, the team was recognized by its customer LyondellBassell as a top supplier because of the progress made on the value creation pipeline, including work on plastic grades Ti-Pure™ R-350-17 and Ti-Pure™ R-111.

Executive Summary(continued)

TSS delivered the highest revenue and earnings growth of all of our businesses in 2022 with Net Sales up 34% to $1.7 billion and Adjusted EBITDA up 50% to $603 million. These results reflect improved pricing achieved on legacy refrigerants, aided by the implementation of the American Innovation and Manufacturing (AIM) Act in the US and volume growth from the adoption of our lower global warming potential (GWP) Opteon™ refrigerants, and other specialized solutions. With the announced $80 million investment to expand Opteon™ YF capacity at our Corpus Christi manufacturing site, and our enhanced focus on product innovation, TSS is well-positioned to drive top-line growth as it delivers more sustainable thermal management and specialized solutions in a regulatory environment that promotes the use of low GWP products. As announced in 2022, our Opteon™ XL41 was selected as the cooling category winner in the 2023 AHR Expo Innovation Awards. Our TSS segment team was also recognized as a Top 5 Supplier by GA Larson, a leading wholesale distributor of heating, ventilation, air conditioning, and refrigeration (HVACR) equipment, and received the Exceptional Commitment award from Key Wholesaler Group (KWGA), the largest group of stationary aftermarket distributors in North America.

Our APM segment delivered record-setting results in 2022 with an increase in Net Sales of 16% to $1.6 billion and Adjusted EBITDA up 29% to $367 million. APM continues to innovate and accelerate key organic and inorganic growth initiatives in clean energy and advanced electronics. In addition to our recently announced $200 million investment in Nafion™ ionomer capacity and expanding membrane capabilities at our manufacturing site in Villers-Saint-Paul, France, we are expanding Teflon™ PFA capacity at our Washington, West Virginia site to support semiconductor infrastructure needs. We also announced the formation of a joint venture with BWT FUMATECH on heavy-duty fuel cell membranes, were selected as a participating partner of the Appalachian Regional Clean Hydrogen Hub (ARCH2) and recently unveiled the Center for Clean Hydrogen, a public-private partnership with the US Department of Defense, the University of Delaware, Plug, and the U.S. Department of Energy’s National Renewable Energy Laboratory. These developments position the Company well to meet the growth and technical challenges in clean energy and advanced electronics, both of which rely on responsibly made fluoropolymers. The APM team was honored to receive the Excellent Supplier Award from Entegris, a leading supplier of advanced materials and process solutions for the semiconductor, life sciences, and other high-tech industries, and the Gold Seal Award from Freudenberg-NOK Sealing Technologies, a leading supplier in providing gaskets, seals and other advanced product solutions to a broad cross-section of industries.

Our Corporate Responsibility Commitment (CRC) is embedded in everything we do. With the publication of our fifth CRC report, we continued to show meaningful progress toward reaching our 2030 goals versus our 2018 baseline. That includes achieving 33% of all director-level positions filled by women against our goal of 50%; an 18% reduction in GHG emissions on our path to 60% reduction by 2030 and to net-zero emissions by 2050; a 40% reduction in Fluoro Organic Compound emissions against our goal of greater than 99% reduction; and 47% of our revenue from product offerings that contribute to UN Sustainable Development goals on our way to over 50%.

Finally, in 2022, Chemours was certified as a Great Place to Work™ in 10 countries which represent over 90% of our workforce. Those countries include Belgium, Brazil, China, India, Japan, Korea, Mexico, Spain, Switzerland, and the United States. We are proud of this progress and will continue working to make Chemours the greatest place to work for all employees.

Note: Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow are non-GAAP financial measures. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” starting on page 64 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a reconciliation of Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow to the most directly comparable GAAP measure.

Delivering Shareholder Value via Pay for Performance

From our plant sites to our labs and our offices across the globe, you will hear our people talk about the future often and with genuine excitement. That is because they know the work they are doing — and how they are doing it — is unlocking a brighter and more sustainable future for the next generation and beyond. We unlock shareholder value by delivering on our commitments for this future.

We directly link Named Executive Officers’ (NEOs) compensation to shareholder value by promoting a performance-based culture with significant pay at risk. The total direct compensation (TDC) for executives places greater weight on at-risk

Executive Summary(continued)

incentive pay and, therefore, fluctuates with business results and stock price. The following chart illustrates the percentage of target pay at-risk for the CEO and other NEOs on average.

Our incentive plan design reinforces these beliefs. AIP is earned via our performance against financial and ESG metrics. In 2022, the plan metrics focused the NEOs on the key areas that produce long-term sustained growth specifically, Adjusted EBITDA and Free Cash Flow. As our strategy has evolved, as it did this past year in the pivot to growth, our plans evolved, introducing Revenue to TSS AIP, maintaining Revenue in the APM AIP plan and multinational corporations (MNC) market share in the TT AIP. The LTIP award mix is 90% performance-based via Performance Share Units (PSUs) and Non-Qualified Stock Options (NQSOs). Within the LTIP, the metrics used in the PSU plan include Adjusted Net Income and Free Cash Flow Conversion. Relative TSR is used as a modifier to ensure strong alignment to the creation of shareholder value.

2022 “Say on Pay” Vote Result

At Chemours’ 2022 Annual Meeting, shareholders approved the Company’s “Say-on-Pay” proposal with 95% of the votes cast in support of the executive compensation program. The Compensation and Leadership Development Committee is committed to regularly reviewing the program in the context of Chemours’ executive compensation philosophy and will continue to consider shareholder input in evaluating program design and decisions.

5 Years of  “Say on Pay”

2022 Executive Compensation Highlights

Chemours’ executive pay programs are governed by the Compensation and Leadership Development Committee (CLDC). As reflected in the Business Highlights, the Company achieved improved financial results in 2022 but fell short of enterprise targets based on challenges in our TT business segment. The record-setting performances of both the TSS and APM business segments represented the first time these segments were the primary drivers of Chemours’ results. This positively impacted the organization’s overall success and specifically translated to annual incentive results that exceeded target

Executive Summary(continued)

for those segments. Our TT business segment was challenged by headwinds that ultimately resulted in the segment falling short on critical financial metrics. Those results negatively impacted the annual incentive payout for that business segment and the Company as a whole.

In the 2020-2022 Long-Term Incentive Plan (LTIP), PSU equity awards earned 214% of target value. During the three-year performance period, the Company faced the challenges presented by COVID-19 and took quick actions to drive cost savings and free cash flow generation and then showed the agility to respond to the recovery curve, achieving several record production and revenue milestones. Over the three-year period, the Company managed the inflationary and geo-political pressures on raw materials and other costs to drive strong earnings and free cash flow generation. During that period, the TSS and APM segments were formed, grew their franchises, and delivered products that advanced the world’s demand for sustainable and responsible solutions. At the same time, TT’s TVS strategy translated into better business partnerships through the performance period that were in line with the strategy to deliver greater earnings and free cash flow stability. The organization’s strong business results in Free Cash Flow Conversion and Adjusted Net Income during the three-year period combined with top-quartile Total Shareholder Return relative to the compensation peer group (rTSR) drove above target compensation for the 2020-2022 LTIP.

Named Executive Officer (NEO) Compensation

2022 was a year of stability for the Chemours Executive Team. It was Mark Newman’s first full year in the role as the President and CEO. Sameer Ralhan and Edwin Sparks remained NEOs. Additionally, Alisha Bellezza and Denise Dignam, the Presidents of our business segments that are experiencing the most growth, joined them as NEOs. Ms. Bellezza serves as the Business President of TSS. Ms. Dignam serves as the Business President of APM. Ms. Dignam became a NEO as the result of a transition in roles for Mr. Shelton, who moved to a special assignment on October 1, 2022.

Mr. Shelton transitioned to Special Counsel to the CEO working exclusively on leading the resolution of the Company’s legacy liabilities and related remediation programs. As a result of the transition, while not currently a NEO, Kristine Wellman was promoted to the position of Senior Vice President, General Counsel and Corporate Secretary. We are proud, once again, to have followed our executive succession plan to elevate such a dynamic and capable executive. Ms. Wellman’s promotion further diversified our leadership team, which now includes five women in key executive leadership positions.

Each year, the CLDC, and in the case of the CEO, the Board, carefully review compensation for each executive. They do so with the support of their independent compensation consultants. Key considerations when determining an executive’s compensation include experience, size and scope of role, pay position relative to the market, internal equity, and talent retention. In 2022, the CLDC clarified its practice related to the promotion of an executive to a new role. When promoting a new executive, the CLDC’s intent is to adjust TDC to the market median generally within two years. In doing so, the CLDC ensures the new executive is compensated within the market range upon promotion. As the executive becomes fully proficient in the role, compensation increases to reach market median. The section titled, “Executive Compensation Highlights,” provides a detailed review of the actions taken in 2022 that are consistent with the CLDC’s executive compensation philosophy and practices.

2022 Annual Incentive Plan (AIP)

The CLDC maintained its focus on aligning management’s incentive to the interests of the shareholders. Once again, for 2022, for Chemours as a whole, the financial metrics were Adjusted EBITDA and Free Cash Flow. Management and the CLDC believe these measures reinforced the importance of earnings and cash generation to the achievement of Chemours’ objectives, as well as their importance to shareholders.

The CLDC approved adjustments to the financial metrics that impacted Ms. Bellezza (TSS). The CLDC approved the inclusion of both business segment Revenue (25%) and Adjusted EBITDA (20%) in the TSS plan. The CLDC made these adjustments to reinforce the importance of these critical metrics as the Company pivots to growth while continuing its focus on a sustainable future. Revenue and Adjusted EBITDA replaced Opteon™ Variable Contribution Increase in the plan. Additionally, the weight attributed to the TSS Free Cash Flow metric was reduced to 20% to accommodate this change.

The AIP metrics and weights remained the same for all other NEOs.

Executive Summary(continued)

While maintaining the same financial metrics as in 2021, the CLDC tightened the Company’s Adjusted EBITDA target range to 85%-115% (from 80%-120%). The adjustment was made to align more closely with the Company’s risks and opportunities, analyst estimates, and industry benchmarks.

Finally, consistent with the Company’s bold Corporate Responsibility goals (CRC), the CLDC maintained our leading position by including ESG metrics in the plan. The CLDC continued to evaluate the best metrics to drive progress against the Company’s 10x2030 CRC. In 2022, gender diversity continued to be a focus, and the CLDC added a success measure for a critical green-house gas (GHG) emissions reporting system implementation (xOvertime (xOT)). Furthermore, the maximum bonus opportunity for the ESG metric was expanded from 150% to 200%. The adjustment was made after careful consideration of the risk and opportunities associated with this metric as well as incentive plan norms. That adjustment raised the maximum bonus opportunity for the NEOs from 192.5% to 200%.

2022 AIP Results

As documented in the “2022 Business Highlights”, Chemours had a successful year in 2022. We achieved growth, driven by record-setting results in our TSS and APM business segments amidst significant global macroeconomic challenges, while achieving several CRC milestones that will propel us towards a bright future. However, the challenges our teams faced during the year in our TT segment impacted our ability to achieve all AIP metric targets, which translated into a Corporate AIP achievement of 78.8%.

Our TT segment faced a myriad of challenges, including ore constraints, rising input costs and a decline in demand in Europe. At the same time, demand in Asia was impacted by ongoing COVID-19 lockdowns. TT exceeded the MNC market share target by delivering on commitments to our strong base of contracted customers. TT fell short of the thresholds for both segment Adjusted EBITDA and Free Cash Flow which resulted in an AIP achievement of 59.7%.

Our TSS and APM segments posted record performances as secular tailwinds in low GWP refrigerants, clean energy, and advanced electronics continued to take shape. Those results translated into AIP outcomes that exceeded targets. Specifically, both business segments posted outstanding performance against their defined segment Revenue and Adjusted EBITDA targets. Those achievements contributed to AIP outcomes of 152.2% for TSS and 127% for APM.

Executive Summary(continued)

2022-2024 Long-Term Incentive Plan (LTIP)

In 2022, the Company began a new three-year long-term incentive plan that modeled certain performance outcomes based on execution of the Company’s strategic and operational plans. The LTIP award mix is 90% performance-based, consisting of PSUs and NQSOs, which increase in value when the share price increases. The equity mix remained 50% PSUs, 40% NQSOs, and 10% RSUs.

PSUs and NQSOs strongly link the NEOs’ reward to shareholder success. Both vehicles carry significant risk to the NEOs. The use of RSUs, mitigates some risk as an inherently less volatile equity vehicle, with some value based on continued employment, while maintaining alignment with shareholders. The NQSOs and RSUs vest annually in three-equal installments from the date of grant. The CLDC believes this balance helps reward and retain the Company’s critical executive talent.

The PSUs are earned based on performance over a three-year performance period. The performance metrics used in the 2022-2024 PSU award remained Adjusted Net Income and Free Cash Flow Conversion, both equally weighted. Relative TSR remained a modifier, ranging from 50% to 150% based on stock performance relative to the compensation peer group.

Since Chemours’ inception, Adjusted EBITDA and Free Cash Flow Conversion have been important financial metrics that shareholders have expected to gauge the health of the organization. Then the long-term focus on these metrics propelled Chemours from spin to the healthy and vital organization it is today.

2020-2022 PSU Award Results

The achievement for the 2020-2022 PSU award was based on pre-established three-year cumulative targets for Adjusted Net Income and Free Cash Flow Conversion. Those metrics were equally weighted in the plan. Adjusted Net Income results were slightly below target, with an achievement of 85%. Free Cash Flow Conversion results reached the maximum of 200% achievement. Based on the equal weighting of those metrics, the blended outcome was 143%.

Only when exceptional rTSR rank is achieved, defined as greater than the 75th percentile, can plan achievement exceed 200%. Over the 2020-2022 three-year period, Chemours delivered rTSR at the 88th percentile of the peer group. As a result, the financial outcome was modified, and the number of PSUs earned increased by 150%. The execution of the Company’s long-term strategy resulted in outstanding achievement for the 2020-2022 PSU award of 214%.

2023 AIP and 2023-2025 LTIP — Preview of Design Changes

In the shareholder letter from Mrs. Farrell and Mr. Newman, they underscored that our teams are energized and ready to take on any challenge that 2023 may bring as we continue to build the Company to its full potential. Working together we will realize the Company’s vision of creating a better world through the power of our chemistry. To achieve our goals, we must pivot to growth while continuing to maintain our focus on disciplined cash management and sustainability.

In early 2023, the CLDC approved minor adjustments to the AIP and more substantive changes to the LTIP in support of our strategy. The CLDC believes the plan modifications will reinforce the focus on our goals while also reducing the duplication of metrics between AIP and LTIP, striking a balance between risk and reward, short- and long-term execution and further tightening the connection between shareholders and the management team.

For 2023, AIP metrics and weights will not change. Adjusted EBITDA and Free Cash Flow remain critical metrics that shareholders expect, and the Company must deliver while making a pivot to more investment on growth and sustainability. Additionally, Business Segment Revenue will remain a key component in the plan for both TSS and APM, our growth business segments. In our TT business segment, we will continue to measure MNC Market Share as a critical indicator of success of the TVS strategy, and our ability to maintain and grow share through the cycle. Continuing to be an innovator and leader in ESG, the CLDC approved the expansion of the components of the ESG metric. That metric will include energy efficiency (consistent with the CRC goal of reducing GHG emissions) in addition to gender diversity and xOvertime. All three elements of the ESG metric will be equally weighted. To ensure the NEOs remain focused on delivering results for all three metrics, threshold must be achieved in all metrics for the executives to earn greater than target, which is 15%.

Executive Summary(continued)

The LTIP design and PSU metrics will change for the 2023-2025 performance period. The CLDC approved the use of Performance Stock Options (PSOs) whereby the Company’s stock price must increase 10% before the options have any realizable value. With the inclusion of PSOs, the plan will have four equally weighted components which will be PSOs, PSUs, NQSOs, and RSUs. Additionally, the metrics of the PSU plan will change. Adjusted Net Income will remain a metric in the plan but with a weight of 60% (versus 50%). Relative TSR will become a metric versus a modifier in the plan and will be weighted at 40%. Free Cash Flow Conversion will be removed as a plan metric reflecting the Company’s progress in pivoting to growth and avoiding replication of AIP metrics.

Executive Compensation Governance and Best Practices

Chemours’ executive compensation policies and practices demonstrate a commitment to strong governance standards and include features designed to mitigate compensation-related risks. The table below highlights the key features of Chemours’ executive compensation programs and those features that Chemours does not employ:

Executive Compensation Philosophy and Pay-for-Performance

Executive Compensation Philosophy

The objectives of Chemours’ executive compensation philosophy are rooted in:

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Promoting a performance-based culture that strongly links executive rewards to shareholder interests and to the Company’s strategic and financial goals.

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Providing a competitive TDC opportunity designed to attract, retain, and motivate high-performing executive talent.

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These objectives are achieved through fixed and variable compensation elements. The CLDC determines the appropriate balance between these elements in setting the TDC opportunity for executives.

Executive Compensation Decision Making

The CLDC applies the following factors to guide executive compensation decisions:

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Company performance and strategic objectives

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Independent external market data

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Economic environment for the chemicals industry

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The table below summarizes oversight responsibilities and participation in executive compensation decisions:

Independent Compensation Consultant

The CLDC conducted a review of its independent compensation consultant. Five organizations were invited to submit a proposal to provide support to the CLDC. The five organizations included Willis Towers Watson (WTW) as the incumbent consultant since April 2017.

The rigorous review resulted in Farient Advisors being chosen as the consultant in July. Farient was chosen based on the skills of their proposed team, executive compensation thought leadership, sound governance practices, industry knowledge, and history of successful engagement with proxy advisors.

Farient is engaged by and reports directly to the CLDC, which may replace the consultant or hire additional advisors at any time. The CLDC and the other independent directors of Chemours’ Board are the sole decision makers for compensation of executive officers. The CLDC has assessed the independence of both Willis Towers Watson and Farient Advisors and concluded that their work does not raise any conflict of interest.

Farient Advisors provides a variety of consulting services to the CLDC. These services include but are not limited to, benchmarking market pay practices, sharing compensation best practices, providing competitive pay reviews, supporting

Executive Compensation Decision Making(continued)

the review of the executive compensation philosophy, reviewing the disclosure of the executive compensation programs in the proxy statement, sharing market trends, opining on incentive plan design and target setting, recommending compensation peer group(s) and providing legislative and regulatory updates.

Compensation Peer Group Selection and Competitive Positioning

In making compensation decisions, the CLDC considers competitive market data from a compensation peer group of companies as one of several reference points. Compensation peer group data is supplemented with broader chemical industry and general industry data. The CLDC reviews the composition of the compensation peer group annually to ensure that it remains suitable and appropriate.

The selection of the compensation peer group is composed of publicly-traded U.S. based companies with similar scale, revenue (generally 0.5x to 4x), commodity, diversified and specialty chemicals industries, and business characteristics reflecting Chemours’ current state and strategic direction.

The above criteria shifted slightly from previous years. At the recommendation of Farient, market capitalization has been removed, the revenue range was expanded, and greater emphasis was placed on the industry and business to business model. The CLDC approved these changes, specifically agreeing to the expansion of revenue in part based on the market data regression approach used by Farient. Market data regression adjusts market points to reflect Chemours’s revenue. Thus, data from organizations that are smaller or larger than Chemours is adjusted to better reflect market conditions for the Company’s revenue size.

Based on the above criteria, in October the CLDC chose to make changes to the compensation peer group with the assistance of Farient. The change resulted in Dupont de Nemours, Inc., Element Solutions Inc., and H.B. Fuller Company being added to the compensation peer group. Ashland Global Holdings Inc., PPG Industries, Inc., RPM International Inc., and The Sherwin-Williams Company were removed from the compensation peer group. The CLDC confirmed the changes in peers had little impact on the executives’ market pay positions.

For decisions made prior to the approval of the adjusted compensation peer group in October 2022, the group consisted of the following companies:

Executive Compensation Decision Making(continued)

For compensation decisions made after the adjusted compensation peer group was approved in October 2022, the group consists of the following companies:

2022 Executive Compensation Highlights

Mark Newman — President and CEO

Mark Newman’s compensation was adjusted to reflect his impact as the President and CEO in 2021 and further aligned his compensation to the marketplace median in accordance with the Company’s executive compensation philosophy. His compensation was recommended by the CLDC, with the support of the Committee’s independent compensation consultant and was approved by the Board of Directors. Mr. Newman’s base salary was increased to $1,000,000, his AIP target increased to $1,300,000 (130% of base salary) and his LTIP target increased to $5,100,000. The LTIP grant was made in March in accordance with the annual grant process: 50% PSUs, 40% NQSOs, and 10% RSUs. Mr. Newman’s full year TDC is now $7,400,000.

The Board considered the following factors when determining his compensation:

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Overall experience in the role

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Chemours’ financial performance

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Mr. Newman’s individual performance

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Compensation provided to CEOs of peer organizations

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Mr. Newman’s actual 2022 short-term incentive award earned was $1,024,400 (78.8% of target) based on Chemours’ performance against AIP targets reflected earlier. Mr. Newman’s total LTIP opportunity was delivered in PSUs, NQSOs, and RSUs, as described above.

2022 Base Salaries of the Other Named-Executive Officers (NEOs)

Base salaries for the NEOs are intended to be competitive with the market and attract and retain the executive talent needed to successfully execute the strategy. The CLDC reviews base salaries for NEOs annually. The NEOs’ base salaries reflect the scope of their responsibilities, experience, performance, and external market competitiveness. Base salaries represent approximately 30% of overall compensation.