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)

  

April 11, 2024

Dear Fellow Shareholders:

Thank you for your continued investment in Chemours. The Board of Directors recognizes the commitment and support of our key stakeholders, including our many long-term shareholders, and does not take this for granted.

Following a period that presented both challenges, and important Board actions and management transitions, the Board is highly focused on engagement and transparency and earning the continued support of our stakeholders. The Board is confident in the future of our business and committed to ensuring our business is run in a manner that will enable Chemours to reach its full potential.

As described in more detail in the summary section of this proxy statement, the Board has taken decisive actions in response to an internal review led by the Audit Committee with the assistance of independent outside counsel. These actions included swiftly announcing leadership changes after placing three members of senior management on administrative leave in late February.

On March 22, 2024, the Board appointed Denise Dignam as President and Chief Executive Officer. As a long-tenured senior executive, Denise has been instrumental to Chemours and has led both our Titanium Technologies and Advanced Performance Materials businesses, which combined were more than 68% of our Net Sales in 2023. The Board has also appointed Matt Abbott to serve as Interim Chief Financial Officer while we continue a comprehensive search for a permanent CFO. At Chemours, Matt has served in senior officer roles across operational, accounting and internal audit functions, and possesses valuable prior experience as an audit partner.

The Board has a longstanding and ongoing commitment to refreshment. As a result, we have added two independent directors to the Board within the last six months. In November 2023, we welcomed Alister Cowan to the Board, a distinguished financial expert with over thirty years of experience in financial operations and corporate development. Additionally, in February 2024, Pamela Fletcher joined the Board, bringing valuable perspectives related to developing and commercializing innovative products.

As we look ahead, commitment to safety in our products and operations will remain a fundamental value at Chemours. As a result of previous years’ self-evaluation processes and in furtherance of our commitment to comprehensive, enterprise-wide risk management, the Board created a new standing committee for environmental, health, and safety and operational performance topics. This committee structure will enhance and support the Board in oversight of these topics, and its formation aligns with our dedication to safety and operational excellence at every Chemours facility.

I would like to thank our employees for their hard work and dedication, and our customers for their continued support.

On behalf of your Board of Directors, I invite you to attend our 2024 Annual Meeting of Shareholders on May 21st, 2024. The attached Notice of the 2024 Annual Meeting of Shareholders and Proxy Statement contain information about the business to be conducted at the Meeting.

Sincerely,

Dawn L. Farrell
Chair of the Board

The Annual Meeting of Shareholders for The Chemours Company (the “Company”) will be held virtually on May 21, 2024 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 April 3, 2024 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

April 11, 2024

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 “General Information About the Meeting” section of the attached Proxy Statement.

Table of Contents

​	PROXY SUMMARY/ANNUAL MEETING OVERVIEW	​	​	​	​	1	​	​
​	PROPOSAL 1 — ELECTION OF DIRECTORS	​	​	​	​	7	​	​
​	Director Qualification Process	​	​	​	​	7	​	​
​	Director Nominees	​	​	​	​	9	​	​
​	CORPORATE GOVERNANCE	​	​	​	​	16	​	​
​	Corporate Governance Highlights	​	​	​	​	16	​	​
​	Corporate Governance Practices	​	​	​	​	16	​	​
​	Sustainability Highlights	​	​	​	​	17	​	​
​	Board Oversight of Sustainability	​	​	​	​	20	​	​
​	Board Leadership Structure	​	​	​	​	20	​	​
​	Director Independence	​	​	​	​	21	​	​
​	Oversight of Risk Management	​	​	​	​	21	​	​
​	Succession Planning	​	​	​	​	22	​	​
​	Director Education	​	​	​	​	22	​	​
​	Code of Conduct	​	​	​	​	22	​	​
​	Shareholder Engagement	​	​	​	​	23	​	​
​	Policy on Hedging Transactions	​	​	​	​	23	​	​
​	BOARD STRUCTURE AND COMMITTEE COMPOSITION	​	​	​	​	24	​	​
​	Audit Committee	​	​	​	​	24	​	​
​	Compensation and Leadership Development Committee	​	​	​	​	25	​	​
​	Nominating and Corporate Governance Committee	​	​	​	​	25	​	​
​	Environmental, Health, and Safety & Operational Performance Committee	​	​	​	​	26	​	​
​	DIRECTOR COMPENSATION	​	​	​	​	27	​	​
​	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	​	​	​	​	29	​	​

​	EXECUTIVE COMPENSATION	​	​	​	​	31	​	​
​	Compensation Discussion and Analysis	​	​	​	​	31	​	​
​	Executive Compensation Tables	​	​	​	​	57	​	​
​	Compensation and Leadership Development Committee Report	​	​	​	​	72	​	​
​	PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	​	​	​	​	79	​	​
​	PROPOSAL 3 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	​	​	​	​	80	​	​
​	Fees Paid to Independent Registered Public Accounting Firm	​	​	​	​	80	​	​
​	Audit Committee’s Pre-Approval Policies and Procedures	​	​	​	​	80	​	​
​	Report of the Audit Committee	​	​	​	​	81	​	​
​	CERTAIN RELATIONSHIPS AND TRANSACTIONS	​	​	​	​	82	​	​
​	OTHER INFORMATION	​	​	​	​	83	​	​
​	Other Business that May Come Before the Meeting	​	​	​	​	83	​	​
​	2025 Annual Meeting of Shareholders	​	​	​	​	83	​	​
​	Annual Report on Form 10-K	​	​	​	​	83	​	​
​	GENERAL INFORMATION ABOUT THE MEETING	​	​	​	​	84	​	​

Proxy Summary

Details of the Annual Meeting of Shareholders (including any adjournments and postponements) for The Chemours Company (“Chemours” or the “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 April 3, 2024 (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 online 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.

Proxy Summary(continued)

AUDIT COMMITTEE INTERNAL REVIEW AND RECENT BOARD ACTIONS

Overview

As previously disclosed, the Audit Committee, with the assistance of outside counsel, of the Board of Directors conducted an internal review in the first quarter of 2024 in response to an anonymous report made to the Chemours Ethics Hotline. The scope of the review included the processes for reviewing reports made to the Chemours Ethics Hotline, the Company’s practices for managing working capital, including the related impact on metrics within the Company’s incentive plans, certain non-GAAP metrics included in filings made with the U.S. Securities and Exchange Commission (“SEC”) or otherwise publicly released, and related disclosures. The Audit Committee completed its planned procedures with respect to its review and its findings determined that the Company’s then-Chief Executive Officer, then-Chief Financial Officer and then-Controller engaged in efforts in the fourth quarter of 2023 to delay payments to certain vendors and accelerate the collection of receivables, in part to meet free cash flow targets that the Company had communicated publicly, and which also would be part of a key metric for determining incentive compensation applicable to executive officers, and we refer to such efforts as “working capital timing actions.” The Audit Committee’s internal review determined that there was a lack of transparency with the Board by members of senior management who were engaging in these working capital timing actions.

Recent Board Actions

The Board has taken a number of steps to address the matters described above, including:

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Launching an internal review, led by the Audit Committee with assistance from independent outside counsel.

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Placing three senior executives on administrative leave.

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Appointing Denise Dignam as Interim Chief Executive Officer, who had previously led both our Titanium Technologies and Advanced Performance Materials businesses, and subsequently appointing Denise Dignam as President and Chief Executive Officer and a member of the Board on March 22, 2024.

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✓

Appointing Matthew Abbott as Interim Chief Financial Officer, who has held senior officer roles in operational, accounting and internal audit areas during his time at Chemours and has prior experience as an audit partner, and initiating a search for a permanent Chief Financial Officer.

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In conjunction with the Compensation and Leadership Development Committee (“CLDC”), determining the calculation of free cash flow metrics by taking into account the net impact of the working capital timing actions, which reduced the payouts for incentive compensation tied to those metrics for all named executive officers. Further, the Board and CLDC exercised full negative discretion for the former Chief Executive Officer and former Chief Financial Officer. Specifically:

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Negative Discretion for AIP: The CLDC and the Board applied full negative discretion to reduce the 2023 Annual Incentive Plan (“AIP”) awards for the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock to $0.

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Negative Discretion for PSUs: The CLDC and the Board applied full negative discretion to determine that the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock would receive no payouts for the 2021-2023 Performance Share Unit (“PSU”) awards.

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The Audit Committee and the full Board recognize that the steps taken to date were a step in the right direction, but that there is more to be done.

The Company is committed to taking steps necessary to remediate the control deficiencies that constituted the material weaknesses described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which we refer to as our Annual Report. We are actively engaged and have devoted substantial resources towards the implementation of enhanced procedures and controls and the remediation of material weaknesses in our internal control over financial reporting. We also engaged external legal, accounting, financial and other consulting and professional services firms to assist

Proxy Summary(continued)

senior management in the development and execution of a comprehensive remediation plan. We describe in detail our initial and continuing remediation efforts in our Annual Report under Item 9A. Our Board has taken significant action and will continue to transparently communicate as further progress is made.

RECENT CORPORATE GOVERNANCE UPDATES

Our Board remains committed to representing the best interests of Chemours’ shareholders. As part of this commitment, the Board goes through regular refreshment with an emphasis on adding skilled directors with diverse backgrounds and experiences to the Board. The Board also regularly evaluates its structure and processes and considers ways in which it may enhance its oversight role. Recent actions the Board has taken include:

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Addition of Pamela Fletcher to the Board

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Pamela Fletcher joined our Board in February 2024. She is the former Senior Vice President and Chief Sustainability Officer of Delta Airlines, where she accelerated the company’s decarbonization effort through a holistic approach that applied innovation to achieve sustainability gains in both the aviation fleet and ground support fleet. Her career with General Motors Company spanned over 17 years, where she held various leadership roles including Vice President Electric Vehicles and Vice President Global Innovation. She brings invaluable experience working with, and commercializing, disruptive technologies in new markets.

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Addition of Alister Cowan to the Board and Two Committees

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Alister Cowan joined our Board in November 2023. He was recently appointed to serve on the Audit Committee, as well as our newly formed Environmental, Health, and Safety & Operational Performance Committee. He brings a depth of financial expertise to the Board from his over 30 years of experience in companies across the globe. As a former Chief Financial Officer, most recently at Suncor, he brings to the Board valuable insights and experience in financial operations, corporate development, and capital allocation.

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Creation of New Environmental, Health, and Safety & Operational Performance Committee

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The Board and each committee conduct an annual self-evaluation of its performance with a particular focus on overall effectiveness. As a result of previous years’ self-evaluation processes, the Board began to explore establishing a new standing committee for environmental, health, and safety and operational performance topics in early 2023. This process led the Board to determine it was prudent to establish a new standing committee for environmental, health, and safety and operational performance topics. The formation of this committee aligns with our commitment to our values, particularly our commitment to safe and responsible operations. Historically, the full Board has provided oversight of these topics and will continue to do so. This committee structure will enhance and support the Board in oversight of these matters.

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✓

Appointment of Denise Dignam as President and Chief Executive Officer

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◦

Denise Dignam was appointed President and CEO and a member of the Board on March 22, 2024, consistent with the Board’s succession planning process. Denise brings over 35 years of experience in the chemical industry where she has held senior roles in business and operations, sales and marketing, commercialization, and supply chain. She had served as Interim Chief Executive Officer since February 2024, and prior to that held the positions of President, Titanium Technologies (TT) segment, and President, Advanced Performance Materials (APM) segment — two businesses that represent in the aggregate over 68% of Chemours’ net sales in 2023. As President of Titanium Technologies, Ms. Dignam stood up the TT Transformation Plan, delivered significant operational savings in 2023, refocused the portfolio to deliver more customer value, and developed process improvements for better resource utilization across the manufacturing circuit. During her tenure on Advanced Performance Materials, she reshaped the portfolio to focus resources on secular growth opportunities in Clean Energy and Advanced Electronics. To further accelerate growth, she drove strategic partnerships and initiatives across the globe, and improved the overall cost structure of the business, laying the foundation for further cost optimization.

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Proxy Summary(continued)

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

Proxy Summary(continued)

statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

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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Cybersecurity

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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 criterion. The Board’s commitment to diversity in its membership is reflected in how its diversity levels have evolved over time. From 2021 to 2023, the gender diversity on our Board and the racial or ethnic

Proposal 1 — Election of Directors(continued)

diversity of our Board both increased. As of last year’s Annual Meeting, our Board was 44% diverse with respect to gender and 33% diverse with respect to race or ethnicity. The graph below depicts the Board’s diversity levels over time:

The Board has demonstrated a track record of diversity in its membership. Going forward, we will continue to ensure diversity is a central part of the Nominating and Corporate Governance Committee’s deliberations regarding potential director appointments and broader refreshment plans.

Directors are expected to devote the necessary time, energy, and attention to ensure diligent performance of their responsibilities. When selecting candidates for nomination, the NCG Committee considers these factors, among other items, to assure new directors have the highest personal and professional integrity. In addition, selected director nominees are required to have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interests of all shareholders. The NCG Committee will not nominate for election as a director, a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to the organization.

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

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

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

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

Proposal 1 — Election of Directors(continued)

Shareholders wishing to suggest a candidate for director should write to the Corporate Secretary.

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

DIRECTOR NOMINEES

The following information describes certain information regarding our director nominees.

DIRECTOR NOMINEE COMPOSITION

DIRECTOR SKILLS, EXPERIENCE, AND BACKGROUND

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

Based on the processes described above and the Board’s ongoing commitment to refreshment and recruiting leadership with additive experiences, the NCG Committee appointed Pamela Fletcher to the Board in February 2024. Ms. Fletcher brings a depth of expertise in the industrials and sustainability space. She has led key initiatives while serving as the Senior Vice President and Chief of Sustainability of Delta Airlines. She applied innovative approaches to achieve sustainability gains in both the aviation and ground support fleet. Prior to joining Delta, Ms. Fletcher had an impressive career at General Motors where she held various leadership positions during her 17-year tenure. Additionally, in late 2023 we added Alister Cowan to our Board. Mr. Cowan has over 30 years of experience serving as a Chief Financial Officer in companies throughout Europe, New Zealand, and Canada. Our Board benefits from his perspectives and financial acumen developed during his distinguished career, along with his experience in corporate governance and boardroom leadership.

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

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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All non-employee 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, 2022, 2023 and 2024

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56% of our Director nominees are diverse based on gender or 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 2018 and in 2021

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NCG Committee responsible for sustainability oversight

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Established the Environmental, Health, and Safety & Operational Performance Committee (“EHS & O”)

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Clawback (with express linkage to Code of Conduct and other corporate policies) and Anti-Hedging policies and adopted Executive Officer Clawback policy in compliance with SEC Rule 10D-1 and NYSE Listing Standards

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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 sustainability as described in the highlights on Page 17

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Enhanced Director Code of Conduct in 2023

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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 conduct an annual self-evaluation of its performance with a particular focus on overall effectiveness

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Corporate Governance(continued)

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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.”

SUSTAINABILITY HIGHLIGHTS

The world increasingly expects companies to provide essential products, responsibly. At Chemours, we share those expectations, which is why sustainability, 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 four core areas — Innovation & Sustainable Solutions, Environmental Leadership, Community Impact and Greatest Place to Work For All. The following table shows the alignment between our CRC goals and the United Nations Sustainable Development Goals.

Corporate Governance(continued)

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Announced the launch of our 50-50 joint venture with BWT FUMATECH Mobility GmbH that focuses on accelerating the capacity to manufacture fuel cell and humidifier membranes for mobility applications and will expedite the supply of membranes to original equipment manufacturers (OEMs) to help meet demand which is critical for scaling the global hydrogen economy.

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Executed a memorandum of understanding (MOU) with TC Energy for the potential development of two electrolysis-based hydrogen production facilities at or near Chemours’ Washington Works and Belle manufacturing sites in West Virginia. The MOU supports the companies’ participation in and goals of the Appalachian Regional Clean Hydrogen Hub (ARCH2) in West Virginia.

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Our Thermal & Specialized Solutions business announced their international F-gas lifecycle program which aims to advance safe, global recovery, reclaim and reuse across Chemours’ production portfolio.

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Met and surpassed our Sustainable Supply Chain goal by assessing sustainability performance of 81% of suppliers by addressable spend, and obtaining a 24% improvement in supplier sustainability performance; in addition, 85% of our supplier partners are above the average threshold of all companies rated by EcoVadis.

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In 2022, we signed a commitment with the Science Based Targets Initiative (SBTi) to establish science-based targets for scopes 1, 2, and 3 GHG emissions and continued our engagement in 2023 in line with expected validation timelines.

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One operating site renewed its Wildlife Habitat Council program and received Gold level certification. As of year-end 2023, we have six total certified sites.

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As of year-end 2022, we achieved a 30% absolute reduction in Scope 1 and 2 GHG emissions since 2018 and we achieved a 53% reduction in fluorinated organic chemical (FOC) process emissions to air and water since 2018.

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Received two awards from the U.S. Department of Energy (DOE) through the Better Building, Better Plants Initiative. The Better Practice Award recognized Chemours for our corporate roadmap to address Scope 1 emissions by reducing FOC process emissions and the Better Project Award recognized a boiler optimization project at the Louisville Works site in Louisville, Kentucky.

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Since the issuance of our 2022 Sustainability Report, we’ve made additional progress on initiatives that fall under our Environmental Leadership pillar. For example, at our Dordrecht, Netherlands site we completed emissions abatement projects that will reduce FOC process emissions by 80% from the site permitted baseline, and have committed to an additional 30,000 MWh per year of renewable power executed in 2023 to the regional grid at our Changshu, China and Starke, Florida locations.

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Corporate Governance(continued)

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Awarded approximately $5.6 million in grants in 2023 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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Broke ground at Eastside Charter School on a new 24,000 square foot community STEM facility — the Chemours STEM Hub — which will serve as an access point for STEM education and other development opportunities in Wilmington, Delaware. The Hub is anticipated to be completed by the start of the 2024-2025 school year.

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Expanded ChemFEST, our middle school partnership programs, at 5 sites in Belgium, Kentucky, North Carolina, Texas and West Virginia.

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In 2023, our teams in Germany, France, Singapore, Taiwan, and Thailand achieved new Great Place to Work® certifications and our teams in Belgium, Brazil, Greater China, India, Japan, Mexico, South Korea, Spain, Switzerland and the US maintained their Great Place to Work® status. Altogether, 92% of our global workforce operates in areas with Great Place to Work® certification.

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In 2023, 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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As of December 31, 2023, our global gender diversity was 24%, our women in director level and above was at 36%, and our US ethnicity was 21%, as we continue to progress our 2030 diversity goals.

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Chemours has a comprehensive approach to cybersecurity, which includes a robust cybersecurity education focused on cyber risk and prevention measures, using online situational awareness training and continuous phishing simulations.

​

Corporate Governance(continued)

BOARD OVERSIGHT OF SUSTAINABILITY

Because sustainability 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 sustainability 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.

Sustainability 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 sustainability. Proposed corporate transactions and overall corporate strategy are reviewed by the full Board with input from management on sustainability risks and opportunities. Our Board and its Committees receive regular updates from senior management on sustainability 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 CRC goals. 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 17.

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.

Corporate Governance(continued)

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.

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 our CEO, Denise Dignam, each of the director nominees — Curtis V. Anastasio, Alister Cowan, Mary B. Cranston, Dawn L. Farrell, Pamela F. Fletcher, Erin N. Kane, Sean D. Keohane, and Guillaume Pepy — are independent.

Independent Committees

All members serving on the Audit Committee, the CLDC 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 SEC relating to audit committees. Each CLDC 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 CLDC, 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 oversees the Company’s cybersecurity and information security programs.

Corporate Governance(continued)

The CLDC considers the risks that may be implicated by the Company’s incentive compensation program. The CLDC’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 considers risks that may be implicated by the Company’s political contributions and lobbying expenses as well as any transactions between the Company and related persons. The NCG Committee also oversees the director education program. The NGC Committee’s risk oversight responsibilities are discussed in more detail under “Certain Relationships and Transactions” in this Proxy Statement.

The EHS & O Committee provides oversight of the Company’s environmental, health and safety risks, and reviews the Company’s programs for identifying, assessing, managing, and mitigating such risks.

SUCCESSION PLANNING

The CLDC, 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.

The Board’s approach to regular succession planning for both planned and unplanned transitions enabled the appointment of two experienced and capable leaders from within Chemours to fill the roles of CEO and Interim CFO. Denise Dignam, who was appointed Interim CEO and has since been appointed President and Chief Executive Officer, has experience leading two businesses that represented over 68% of Chemours’ Net Sales in 2023. Matthew Abbott, who serves as Interim CFO, has an extensive background in operational, accounting and internal audit areas during his time at Chemours and as a former audit partner at PricewaterhouseCoopers LLP.

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.

■

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.

​

■

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.

​

Corporate Governance(continued)

■

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.

​

■

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

​

■

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.

​

In fiscal year 2023, 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.

SHAREHOLDER ENGAGEMENT

We maintain a very active and broad-based investor relations outreach program to solicit input and to communicate with shareholders on various aspects related to our business and strategy. We also speak to shareholders about governance matters, including our corporate governance profile and our sustainability ambitions and CRC goal progress. 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.

Following the recent events discussed in this proxy statement and our Annual Report, the Company has commenced a formal process to reach out to our significant stockholders to meet with them to introduce our new President and CEO and help us better understand the views of our investors on key topics, including our Audit Committee review and the Company’s remediation plan for the material weaknesses in the Company’s internal control over financial reporting disclosed in our Annual Report. This process, which includes the active involvement of our President and CEO and members of our Board, will continue following the filing of this proxy statement.

In 2018, and again in 2021, we proposed and recommended that shareholders vote in favor of eliminating the provisions in our Certificate of Incorporation that require an 80% supermajority vote of shareholders. Despite the Company’s significant efforts and the time and expense associated with the solicitation, each vote to eliminate the supermajority provisions fell significantly short of the 80% threshold (receiving the support of only 73.8% of the outstanding shares in 2018, and only 70.9% of the outstanding shares in 2021).

As described in our proxy statement for our 2020 Annual Meeting of Shareholders, the Company undertook, at the direction of the Nominating and Corporate Governance Committee of our Board, an extensive outreach of our shareholders to assess whether the shareholders generally would encourage us to seek to resubmit the proposal for the approval of shareholders at another annual meeting. A significant majority of our shareholders with whom we spoke at that time, and since, have not raised the supermajority voting provisions as an area of concern. For this reason, due to the time and expense associated with resubmitting another supermajority proposal, combined with the unlikelihood of meeting the high voting standard, our Board, at the recommendation of the Nominating and Corporate Governance Committee, determined not to resubmit the proposal at the 2022 annual meeting or at subsequent annual meetings. If, in the course of our ongoing outreach efforts, shareholders express a significant desire to revisit the supermajority voting provisions, we would consider submitting a proposal to remove them at our 2025 Annual Meeting of Shareholders.

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 currently has four standing Committees: the Audit Committee, the CLDC, EHS & O, and the NCG Committee.

The table below reflects the composition of each Committee as of April 3, 2024.

​

(1)

The EHS & O Committee was formed on 2/12/2024. There were no meetings held in fiscal year 2023.

​

(2)

Sandra Phillips Rogers has informed the Board of her decision to not seek re-election to the Board at the Company’s 2024 Annual Meeting.

​

The Board met eleven times during fiscal year 2023. The Audit Committee met four times during fiscal year 2023, the CLDC met eight times during fiscal year 2023 and the NCG Committee met four times during fiscal year 2023. Each director attended at least 75% of the aggregate number of meetings of the Board and of its committees on which he or she served. Eight of the nine directors who served on the Board at the time of the 2023 Annual Meeting of the Shareholders attended our meeting. 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.

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:

■

The integrity of the financial statements of the Company

​

■

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

​

■

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

​

■

Compliance by the Company with legal and regulatory requirements

​

■

The Company’s cybersecurity and information security programs

​

■

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 cybersecurity and information security programs and processes for assessing, identifying, and managing material risks from cybersecurity threats, as well as whether any such risks have affected or are reasonably likely to affect the Company, and the process for complying with any related disclosure requirements

​

Board Structure and Committee Composition(continued)

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 are “audit committee financial experts” for purposes of the rules of the SEC.

COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE

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

■

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

​

■

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

​

The CLDC 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 2023, none of the members of the CLDC 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 CLDC 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

​

Board Structure and Committee Composition(continued)

■

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 sustainability, including environmental, social, governance, and the Corporate Responsibility Commitment 2030 Goals

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■

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

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■

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

​

ENVIRONMENTAL, HEALTH, AND SAFETY & OPERATIONAL PERFORMANCE COMMITTEE

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

■

Review with management and make recommendations to the Board regarding the effectiveness of the Company’s environmental, health, and safety protection programs

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■

Review with management developments and trends related to environmental, health, and safety protection that may impact the Company

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■

Assist the Board in overseeing the assessment and management of environmental, health, and safety risks

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■

Review and discuss the adequacy of the Company’s resources dedicated to environmental, health, and safety programs

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■

Review with management the Company’s manufacturing operational performance programs

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■

Assist the Board in ensuring operational performance excellence at the Company’s manufacturing facilities

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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 2023, 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 2023, equity awards were in the form of shares of common stock or for directors who elected to defer their equity awards, deferred stock units (DSUs) that convert into shares of common stock when a director leaves the Board or on a grant date anniversary selected by the director. Before DSUs are converted into shares, directors are not entitled to dividends on the DSUs, but they receive dividend equivalents (credited in the form of additional DSUs) that likewise are converted into shares (with any fractional share paid in cash) upon termination of service or on a grant date anniversary selected by the director.

​

The fees reflected in the table above assume service for a full year. The Company does not pay meeting fees but does pay for or reimburse directors for reasonable expenses related to Board service, including for attending Board, Committee, educational and Company business meetings.

During 2023, the NCG Committee reviewed and recommended to the Board the annual amount of the non-employee director equity and cash compensation. It recommended, and the Board approved an annual retainer of  $105,000, beginning January 1, 2024, and an annual equity award in the amount of  $160,000, effective April 26, 2023. The Board believes the compensation program is in the best interest of the Company and designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of shareholders.

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

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)

2023 DIRECTOR COMPENSATION TABLE

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

​

(1)

Column reflects all cash compensation earned during fiscal year 2023, whether or not payment was deferred pursuant to the Directors Deferred Compensation Plan.

​

(2)

This column represents the dollar amount recognized for financial statement reporting purposes in accordance with FASB ASC 718 as the grant date fair value of DSUs or shares of common stock awarded to the directors in fiscal year 2023. This value is determined by multiplying the number of shares or common stock or DSUs awarded by the closing share price on their respective grant dates — $27.31 on April 26, 2023 and $30.44 on December 15, 2023.

​

(3)

This amount represents the payment of legal fees incurred by Mr. Pepy for tax counseling relating to the foreign tax treatment of his director compensation. This amount was paid in euros and the U.S.-dollar equivalent is shown based on an exchange rate of  $1.0797.

​

(4)

Bradley Bell resigned from the Board effective January 2, 2023.

​

(5)

Alister Cowan was appointed to the Board on November 22, 2023.

​

(6)

Curtis Crawford retired from the Board on November 22, 2023.

​

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

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 April 3, 2024 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 April 3, 2024, through the exercise of stock options or through the conversion of stock units held under the Company’s equity-based compensation plans.

​

(4)

Mr. Newman resigned from his officer and director positions with the Company, effective as of March 22, 2024.

​

(5)

Mr. Lock is on administrative leave.

​

(6)

Mr. Ralhan resigned from his officer position with the Company, effective as of June 19, 2023.

​

(7)

Mr. Sparks resigned from his officer position with the Company, effective as of March 31, 2023.

​

(8)

Ms. Kelliher resigned from her officer position with the Company, effective as of October 1, 2023.

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Security Ownership of Certain Beneficial Owners and Management(continued)

SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS

The following table sets forth, as of December 31, 2023, information regarding ownership of Chemours common stock by any entity or person, to the extent known by us or ascertainable from public filings, that is the beneficial owner of more than five percent of the common stock.

​

(1)

Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on January 24, 2024, BlackRock, Inc. reported that it had sole voting power with respect to 15,889,853 shares and sole dispositive power with respect to 16,512,174 shares as of December 31, 2023.

​

(2)

Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 9, 2024, FMR LLC reported that it had sole voting power with respect to 16,287,179 shares and sole dispositive power with respect to 16,443,585 shares as of December 31, 2023.

​

(3)

Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the SEC on February 13, 2024, The Vanguard Group reported that it had shared voting power with respect to 50,650 shares, sole dispositive power with respect to 15,836,334 shares, and shared dispositive power with respect to 191,720 shares as of December 31, 2023.

​

(4)

Ownership percentages based on 148,587,397 shares outstanding as of December 31, 2023.

​

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Executive Officers for Fiscal Year 2023

This CD&A primarily focuses on the compensation of our NEOs for fiscal year 2023. The table below represents our NEOs for fiscal year 2023 and their respective titles at the end of fiscal year 2023:

​

(1)

Ms. Dignam is the CEO of the Company as of March 22, 2024.

​

(2)

Mr. Newman resigned from his officer and director positions with the Company, effective as of March 22, 2024.

​

(3)

Mr. Lock is on administrative leave as of February 28, 2024.

​

This Compensation Discussion and Analysis is organized into six sections:

Executive Summary

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides a description of the executive compensation received by our Named Executive Officers (“NEOs”) for fiscal year 2023.

Overview of Board Actions

The primary focus of this CD&A is to detail the executive compensation program and decisions made by our Compensation and Leadership Development Committee for fiscal year 2023. However, as described in the summary section of this proxy statement, in the first quarter of 2024 the Board conducted an internal review overseen by the Audit Committee with the assistance of independent outside counsel. On February 28, 2024, the Board placed two NEOs, in addition to one other member of senior management, on administrative leave and appointed an interim CEO — Denise Dignam — and an interim CFO — Matthew Abbott. Ms. Dignam was subsequently appointed President and Chief Executive Officer on March 22, 2024.

As the Company has communicated publicly, the scope of the Audit Committee’s internal review, which was conducted with the assistance of independent outside counsel, included the processes for reviewing reports made to the Chemours Ethics Hotline, the Company’s practices for managing working capital, including the related impact on metrics within the Company’s incentive plans, certain non-GAAP metrics included in filings made with the SEC or otherwise publicly released, and related disclosures. Specifically, payable and receivable timing actions engaged in by members of senior management who were placed on administrative leave impacted free cash flow targets at the end of relevant periods. Free cash flow metrics are included in executives’ incentive plans — particularly in the AIP and historically as one metric in PSUs granted in 2021 and 2022. However, in the first quarter of 2023, the CLDC revised the performance metrics applicable to PSUs granted under the LTIP. For the 2023-2025 PSUs granted in March of 2023, the CLDC increased the emphasis on stock price performance through a relative total stockholder return metric and removed free cash flow conversion as a metric for the PSUs.

The CLDC, with the assistance of its independent compensation consultant, is engaged in a comprehensive evaluation of metrics for fiscal year 2024 with respect to both cash and equity incentive compensation programs. While this evaluation is not yet completed, cash flow remains an important measure of Company performance, and the CLDC expects updated cash flow metrics to include average monthly outcomes over the performance period rather than being measured at a fiscal year end.

Additional detail on actions taken to date by the Board and its committees, along with further plans and a commitment to continued transparency on these topics, can be found in the proxy summary.

As mentioned, the actions engaged in by the senior management team members placed on administrative leave impacted metrics within the Company’s incentive plans. As a result of this, the CLDC worked closely with the Audit Committee throughout its internal review, primarily to understand how any actions engaged in by the members of senior management placed on administrative leave impacted performance against free cash flow metrics.

For the performance periods ended December 31, 2023, the Board and CLDC determined the calculation of free cash flow metrics used for incentive compensation determinations by taking into account the net impact of the working capital actions discussed in this proxy statement, which reduced the payouts for incentive compensation tied to those metrics for all NEOs. Further, the Board and CLDC exercised full negative discretion for the former Chief Executive Officer and former Chief Financial Officer resulting in no annual or long-term incentive compensation payouts for those officers for the performance periods ended December 31, 2023. Specifically:

—

Negative Discretion for AIP: The CLDC and the Board applied full negative discretion to reduce the 2023 AIP awards for the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock to $0.

​

—

Negative Discretion for PSUs: The CLDC and the Board applied full negative discretion to determine that the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock would receive no payouts for the 2021-2023 PSU awards.

​

Executive Summary(continued)

2023 Business Highlights

2023 was a challenging year for Chemours as the Company faced a challenging market environment and experienced lower year-over-year volumes in our Titanium Technologies (TT) business and the Advanced Materials portfolio of Advanced Performance Materials (APM). This was partially offset by stronger volumes and pricing in Thermal & Specialized Solutions (TSS). While unfavorable factors impacted financial performance, Chemours continued to execute against its business priorities, and remains focused on delivering superior long-term shareholder returns. The Company has delivered above-median total shareholder returns in the last three-year period compared to its compensation peer group.

Our 2023 results include:

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Net Sales of  $6.0 billion, down (11%) year-over-year

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■

Net Loss of  $(238) million with EPS1 of  $(1.60), down $(5.25) year-over-year

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■

Adjusted Net Income of  $425 million with Adjusted EPS1 of  $2.82, down $(1.84) year-over-year

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■

Adjusted EBITDA of  $1.01 billion, down 25% year-over-year

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■

Operating Cash Flow of  $556 million and capital expenditures of  $370 million

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■

Solid Net Sales growth and double-digit Adjusted EBITDA growth in TSS

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APM Net Sales declined, partially offset by double-digit Net Sales growth in APM’s Performance Solutions portfolio

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Achieved more than $50 million in cost savings in 2023 under Titanium Technologies Transformation Plan

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Returned $218 million to shareholders — $149 million in dividends and $69 million in share repurchases

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Total shareholder return of 26.5% over the last three years

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In addition to our financial performance, Chemours achieved a number of important milestones, including:

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Announced development of two-phase immersion cooling product: Opteon™ 2P50

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Completed sale of Glycolic Acid business, net cash proceeds of  $138 million at low double -digit multiples

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ARCH2 hydrogen hub granted U.S. Department of Energy award, with Chemours as a project partner

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Agreed in principle to comprehensively resolve all drinking water claims related to PFAS of a defined class of U.S. public water systems, together with Corteva and DuPont

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Announced settlement agreement with State of Ohio to resolve PFAS-related claims

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Maintained its Great Place to Work® certification in all existing countries and became certified in 5 additional countries in 2023

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Of the Company’s three business segments, TT faced the most challenging market environment, with an extended market downcycle and higher input costs leading to revenues declining 21% to $2.7 billion and Adjusted EBITDA decreasing 52% to $290 million.

TT launched its transformation plan to deliver cost-savings, drive margin improvement over time, and better position the business in key markets and regions. As part of these actions, we made the difficult decision to close our titanium dioxide (TiO2) manufacturing facility in Kuan Yin, Taiwan and take other efficiency measures to streamline and optimize our operations. We achieved approximately $50 million in cost savings in 2023 from these actions, and are on track to take at least another $125 million of cost out of the business in 2024. While we expect a market recovery to be gradual, our focus on cost-efficiency and productivity will position our TT business well in 2024 and beyond.

1

Earnings per share (EPS) on diluted basis

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Executive Summary(continued)

We delivered a strong year in our TSS business. TSS continued to execute well against the secular growth opportunity in low Global Warming Potential (GWP) product adoption around the world, driven by our Opteon™ portfolio of products. This success is attributable in part to the regulatory frameworks promoting the use of low GWP refrigerants, foaming agents and propellants in our primary North American and European markets. For the full year, Net Sales increased 8% to $1.8 billion, and Adjusted EBITDA improved 14% to $685 million.

The work by TSS with equipment OEMs is also driving energy savings in the cold chain and greater adoption of heat pumps to complement increased electrification of both stationary and electric vehicle heating applications. To meet the growing demand for Opteon™ products, we are planning to complete a 40% expansion in Opteon™ YF capacity at our Corpus Christi, Texas facility as a key step in supporting an expectation of mid-to-high single-digit revenue growth in TSS through the end of this decade.

Beyond this planned expansion, the TSS team demonstrated its continued commitment to delivering market-driven innovation with the announcement of Opteon™ 2P50, a new heat-transfer fluid for two-phase immersion cooling (2-PIC). As the world enters a new era of computing power driven by artificial intelligence, Opteon™ 2P50 can help revolutionize how we reduce the energy consumption required to cool data centers and nearly eliminate cooling water use in these facilities. We continue to advance toward market launch for late 2025 or 2026, pending regulatory approvals and other commercialization activities.

APM Net Sales declined 11% to $1.4 billion and Adjusted EBITDA decreased 26% to $273 million driven by contrasting trends between the Advanced Materials (AM) and Performance Solutions (PS) portfolios. AM sales, which are more exposed to economically sensitive end markets, were down 20%; PS sales, which are being driven by growth in high-value clean energy and advanced electronics end markets, increased 11%. Our PS performance was limited in 2023 due to capacity constraints, which will remain until we receive the necessary permits to expand production.

To address our capacity constraints and meet our customers’ needs, we are stepping up our investment in Nafion™ membranes for the hydrogen economy and Teflon™ PFA for semiconductor infrastructure. This includes the planned Nafion™ expansion announced for our Villers-Saint-Paul facility in France and the expansion of our PFA production capabilities, key for semiconductor manufacturing, at our Washington Works facility in Parkersburg, West Virginia. We are taking these steps to meet growing demand while investing in strict emissions control and end-of-life management to uphold our leadership in responsible manufacturing of these essential chemistries.

Sustainability is integral to Chemours’ strategy and vision. Our products are essential to modern life and to the new, green economy, with technologies that will enable decarbonization, electrification and a cleaner world depending on our chemistries. We are also committed to responsible manufacturing and this year, with the release of our sixth annual Sustainability Report, we showed significant and steady progress on our goals — including emissions reductions.

As a company, we’ve achieved a 30% reduction in Scope 1 and 2 greenhouse gas (GHG) emissions since 2018 — reaching the halfway point of our 2030 goal to reduce absolute GHG emissions from operations by 60%. We’re also proud to have achieved a 53% reduction in total process fluorinated organic chemical (FOC) emissions to air and water — surpassing the halfway point to our 2030 goal of a 99% reduction. And beyond our sites, we are committed to a more sustainable supply chain where we have assessed the sustainability performance of 81% of our suppliers by spend and they have demonstrated a 24% improvement.

Note: Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures. Please refer to the appendix for a reconciliation of these non-GAAP measures from the most directly comparable GAAP measure.

Executive Summary(continued)

EXECUTIVE COMPENSATION PHILOSOPHY

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

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Promoting a culture that aligns executive interests with those of our shareholders and to the Company’s strategic and financial priorities that drive shareholder value.

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Providing a competitive Total Direct Compensation (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 Summary(continued)

EXECUTIVE COMPENSATION GOVERNANCE AND BEST PRACTICES

Chemours’ executive compensation policies and practices demonstrate a commitment to strong governance standards and include features designed to align the interests of executives with the long-term interests of our shareholders. Policies and governance provisions help mitigate compensation-related risks and enable the CLDC discretion to adjust compensation packages as appropriate to protect shareholders’ interests. The table below highlights the key features of Chemours’ executive compensation programs and those features that Chemours does not employ:

ALIGNING THE INTERESTS OF EXECUTIVES AND SHAREHOLDERS

We believe the structure of our compensation program motivates executives in a manner that aligns their interest with those of our shareholders. The vast majority of target pay is at risk for our executives. For the portion of compensation that is at risk, we believe the strategic and financial goals that we select in our compensation program are important factors for the success of our business and thus our ability to drive long-term shareholder value. We also include relative TSR in our long-term incentive plan to reward outperformance relative to peers over a sustained time period.

The total direct compensation (TDC) for executives places greater weight on at-risk incentive pay and, therefore, fluctuates with business results and stock price. Annually, the CLDC reviews performance against the plan’s targets to determine the compensation awarded to executives. The following chart illustrates the percentage of target pay at-risk for the CEO and other NEOs on average in the 2023 compensation plan.

Executive Summary(continued)

Our incentive plan design reinforces these beliefs. The 2023 AIP was tied to our performance against financial and sustainability (previously ESG) metrics. The plan design focused NEOs on execution, delivering for our customers, operating with efficiency and sustainably. The primary metrics in the plan were Adjusted EBITDA and Free Cash Flow — two factors that are closely linked to the long-term growth of Chemours and thus the value of our shareholders’ investment. Additionally, the plans reinforced our focus on growth maintaining revenue in both the TSS and APM AIPs and multinational corporations (MNC) market share in the TT AIP. As disclosed in our Annual Report, the CLDC is revising key metrics used in the determination of executive and employees’ incentive compensation starting in 2024.

The 2023-2025 Long-Term Incentive Plan (LTIP) was enhanced by design changes to the equity awards granted in March of 2023. The 2023 LTIP awards included Performance Stock Options (PSOs), which were granted with an exercise price that was 10% higher than the Company’s stock price on the date of the grant, and as such, the Company’s stock price must increase more than 10% before the PSOs have any realizable value. In addition, the three year performance metrics for the 2023-2025 PSUs were also redesigned by enhancing the weighting of the Adjusted Net Income metric to 60% (from 50%) and using a relative TSR metric for the remaining 40% (versus free cash flow conversion as the 40% with a relative TSR modifier in the plan). The CLDC enhanced the LTIP design to balance the need to drive long-term performance and retain key executives. Including relative TSR in this manner also more directly allows the CLDC to reward performance relative to our peers, which supplements absolute TSR as a holistic reflection of management’s long-term performance. The 2023 LTIP awards remained heavily performance-weighted (75%) including PSUs, PSOs, and NQSOs delivering value to our executives only if we deliver long-term shareholder value.

2023 “Say on Pay” Vote Result

At Chemours’ 2023 Annual Meeting, shareholders approved the Company’s “Say on Pay” proposal with 96% of the votes cast in support of the executive compensation program. The CLDC takes pride in consistently receiving high support for the Company’s “Say on Pay” and 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.

Executive Summary(continued)

5 Years of  “Say on Pay”