Edgar Filing: Chemours Co

t1700566_def14a - none - 9.430943s

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 ☐

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THE CHEMOURS COMPANY

(Name of Registrant as Specified In Its Charter)

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

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1007 Market Street
Wilmington, Delaware 19899

March 13, 2017

To our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of The Chemours Company to be held on April 26, 2017 in the Caesar Rodney Ballroom at The Westin Hotel, located at 818 Shipyard Drive, Wilmington, DE 19801. The meeting will begin at 10:00 a.m. (Eastern time).

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 stockholders primarily over the Internet, which expedites stockholders’ receipt of proxy materials and reduces the environmental impact of our annual meeting.

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

Sincerely,


	Richard H. Brown Chairman of the Board			Mark P. Vergnano President & Chief Executive Officer

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Notice of Annual Meeting
of Stockholders

Date: April 26, 2017

Time: 10:00 a.m. Eastern time
Place: Caesar Rodney Ballroom at The Westin Hotel, located at 818 Shipyard Drive, Wilmington, DE 19801

Record date: February 28, 2017

Notice is hereby given that a meeting of the stockholders of The Chemours Company (the “Company”) will be held in the Caesar Rodney Ballroom at The Westin Hotel, located at 818 Shipyard Drive, Wilmington, DE 19801, on April 26, 2017 at 10:00 a.m. Eastern time (the “Annual Meeting”) for the following purposes:

To elect the eight director nominees named in the accompanying Proxy Statement to serve one-year terms expiring at the Annual Meeting of Stockholders in 2018;

To hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers;

To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2017;

To vote on the approval of the Company’s 2017 Equity and Incentive Plan;

To vote on the approval of the Company’s Employee Stock Purchase Plan;

To vote on a stockholder proposal on an executive compensation report if properly presented at the Annual Meeting; and

To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on February 28, 2017 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.

David C. Shelton
Senior Vice President, General Counsel &
Corporate Secretary

March 13, 2017

Your vote is important. Even if you plan to attend the Annual Meeting, Chemours still encourages you to submit your proxy by 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.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2017:
The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Stockholders,
Proxy Statement and Annual Report are available at
www.allianceproxy.com/chemours/2017.

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Table of Contents

	ANNUAL MEETING OVERVIEW					1
	PROPOSAL 1 — ELECTION OF DIRECTORS					1
	Director Qualification Standards					1
	Director Nominees					2
	CORPORATE GOVERNANCE					7
	Corporate Governance Highlights					7
	Corporate Governance Practices					7
	Board Leadership Structure					7
	Director Independence					8
	Oversight of Risk Management					8
	Succession Planning					9
	Director Education					9
	Code of Conduct					9
	BOARD STRUCTURE AND COMMITTEE COMPOSITION					10
	Audit Committee					10
	Compensation Committee					11
	Nominating and Corporate Governance Committee					11
	DIRECTOR COMPENSATION					12
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					14
	EXECUTIVE COMPENSATION					16
	Compensation Discussion and Analysis					16
	Executive Compensation Tables					29
	Compensation Committee Report					40
	PROPOSAL 2 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION					41
	PROPOSAL 3 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					42
	Fees Paid to Independent Registered Public Accounting Firm					43
	Audit Committee’s Pre-Approval Policies and Procedures					43
	Report of the Audit Committee					43
	PROPOSAL 4 — APPROVAL OF THE CHEMOURS COMPANY 2017 EQUITY AND INCENTIVE PLAN					45
	PROPOSAL 5 — APPROVAL OF THE CHEMOURS COMPANY EMPLOYEE STOCK PURCHASE PLAN					53
	PROPOSAL 6 — STOCKHOLDER PROPOSAL					58
	CERTAIN RELATIONSHIPS AND TRANSACTIONS					61
	GENERAL INFORMATION ABOUT THE MEETING					62
	OTHER INFORMATION					66
	Other Business that May Come Before the Meeting					66
	2018 Annual Meeting of Stockholders					66
	Section 16(a) Beneficial Ownership Reporting Compliance					66
	Annual Report on Form 10-K					67
	Appendix A: The Chemours Company 2017 Equity and Incentive Plan					A-1
	Appendix B: The Chemours Company Employee Stock Purchase Plan					B-1

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PROXY STATEMENT

ANNUAL MEETING OVERVIEW

Set forth below is summary information regarding the annual meeting of stockholders (the “Annual Meeting”) of The Chemours Company (“Chemours” or the “Company”), including the location of the meeting and the proposals its stockholders will vote upon at the meeting. Please see the more detailed information set forth in this Proxy Statement about the Annual Meeting and the proposals.

Meeting Information	Summary of Matters to be Voted Upon
Time and Date:	Voting Matter	Board Vote Recommendation	See Page
	Management Proposals
10:00 a.m. (Eastern time) on Wednesday, April 26, 2017 Place: Caesar Rodney Ballroom at The Westin Hotel, 818 Shipyard Drive, Wilmington, DE 19801	Proposal 1 — Election of Directors	FOR EACH NOMINEE	1
	Proposal 2 — Advisory Vote on Executive Compensation	FOR	41
	Proposal 3 — Ratification of Accounting Firm	FOR	42
	Proposal 4 — Approval of Equity and Incentive Plan	FOR	45
	Proposal 5 — Approval of Employee Stock Purchase Plan	FOR	53
	Stockholder Proposal
	Proposal 6 — Report on Executive Compensation	AGAINST	58

PROPOSAL 1 — ELECTION OF DIRECTORS

The first proposal to be voted on at the Annual Meeting is the election of members of the Board of Directors (the “Board”) of the Company. The eight 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 Standards

The Chemours Nominating and Corporate Governance Committee will consider potential candidates suggested by Board members, as well as management, stockholders and others.

The Board’s Corporate Governance Guidelines describe qualifications for directors. Directors are selected for their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; business acumen; and significant professional accomplishment. The specific skills, experience and criteria that the Board may consider, and which may vary over time depending on current needs, include leadership; experience involving technological innovation; relevant industry experience; financial expertise; corporate governance; compensation and succession planning; familiarity with issues affecting global businesses;

experience with global business management or operations; risk management; other board experience; prior government service and diversity; and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board. Additionally, directors will be expected to be willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibilities.

When considering candidates for nomination, the Nominating and Corporate Governance Committee takes into account these factors, among other items, to assure that new directors have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interests of all

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stockholders. The Nominating and Corporate Governance 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 Chemours.

Once the Nominating and Corporate Governance Committee has identified a prospective candidate, the Nominating and Corporate Governance 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 Nominating and Corporate Governance Committee with the recommendation of the prospective candidate, as well as the Nominating and Corporate Governance 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 Nominating and Corporate Governance Committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that further consideration is warranted, it may gather additional information about the prospective nominee’s background and experience.

The Nominating and Corporate Governance Committee also may consider other relevant factors as it deems appropriate, including the current composition of the Board and specific needs of the Board to ensure its effectiveness. In connection with this evaluation, the Nominating and Corporate Governance Committee will determine whether to interview the prospective nominee. One or more

members of the Nominating and Corporate Governance Committee and other directors, as appropriate, may interview the prospective nominee in person or by telephone. After completing its evaluation, the Committee will conclude whether to make a recommendation to the full Board for its consideration.

The Nominating and Corporate Governance Committee considers candidates for director suggested by stockholders, applying the factors for potential candidates described above and taking into account the additional information provided by the stockholder or gathered by the Committee. Stockholders 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 (the “Bylaws”).

A stockholder’s written notice to the Corporate Secretary described in the preceding paragraph must be delivered to The Chemours Company, 1007 Market Street, Wilmington, DE 19899, Attention: Corporate Secretary. Stockholders who wish to nominate candidates for the Board of Directors must follow the procedures described under “2018 Annual Meeting of Stockholders — Procedures for Submitting Stockholder Proposals and Nominations” in this Proxy Statement.

The Chairman of the Annual Meeting or any other annual meeting or special meeting of stockholders may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures. A stockholder’s compliance with these procedures will not require the Company to include information regarding a proposed nominee in the Company’s proxy solicitation materials.

Director Nominees

The Nominating and Corporate Governance Committee, consisting solely of “independent directors” as defined in the New York Stock Exchange (“NYSE”) Listing Standards, recommended to the Board the nominees set forth below. Based on this recommendation and each nominee’s credentials and experience outlined below, the Board has determined that each nominee can make a significant contribution to the Board and Chemours, is willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibilities, and should serve as a director of the Company.

Set forth below is biographical information about each of the nominees, including information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, 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 that the person should serve as a director of the Company.

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Director Nominees

Name, Tenure and Age			Principal Occupation, Business Experience, Qualifications and Directorships
			Since 2014, Mr. Anastasio has served as Chairman of GasLog Partners LP, a global owner, operator, and manager of liquefied natural gas carriers. Mr. Anastasio has also served as a director of Par Pacific Holdings, Inc. (formerly, Par Petroleum Corporation), a diversified energy company, since 2014. He served as President, Chief Executive Officer and Executive Director of NuStar Energy, L.P. (formerly Valero L.P.) from 2001 to 2013. He also served as President, Chief Executive Officer and Executive Director of NuStar GP Holdings, LLC (formerly Valero GP Holdings, LLC) from 2006 to 2013. Mr. Anastasio has served on the board of the Federal Reserve Bank of Dallas since 2014. Skills and Qualifications Mr. Anastasio has significant leadership experience as both an executive officer and board member of public companies. Through his experience as a former chief executive officer, he is able to provide the Board with valuable insight on global business management and financial matters. Mr. Anastasio’s knowledge of financial matters is further enhanced by his role as audit committee chairman of Par Pacific Holdings, Inc. He also has valuable experience in marketing, business development and logistics.
Curtis V. Anastasio Director since 2015 Age 60
			Mr. Bell has served on the board of directors of Momentive Performance Materials Inc., a global manufacturer of silicones, quartz, and ceramics, since October 2014, where he has been Non-Executive Chair since December 2014. Effective with its initial public offering in July 2015, he served on the board of Hennessy Capital Acquisition Corp. II (“HCAC II”), a company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination with one or more businesses. In February 2017, HCAC II merged with Daseke, Inc., a specialized flatbed transportation company. At that time, HCAC II changed its name to Daseke, Inc., and Mr. Bell resigned from the board. From January 2014 to February 2015, he served as a director of Hennessy Capital Acquisition Corp. (a separate entity from HCAC II) which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation. Mr. Bell also served on the board of directors of Compass Minerals International, Inc., a leading producer of salt and specialty nutrients, from 2003 to 2015. From 2001 to 2015, Mr. Bell served on the board of IDEX Corporation, an applied solutions company specializing in fluid and metering technologies, health and science technologies, and fire, safety and other diversified products. He formerly served as Executive Vice President and Chief Financial Officer of Nalco Holding Company, a global leader in water treatment and process chemical services, from 2003 to 2010. Prior to joining Nalco Holding Company, he served as Senior Vice President and Chief Financial Officer of Rohm and Haas Company from 1997 to 2003. Skills and Qualifications Through his over 35 years of executive experience in the technology, manufacturing and chemicals industries, Mr. Bell has developed financial expertise and experience in mergers and acquisitions, private equity and capital markets transactions. His experience includes over 12 years of experience as a chief financial officer of a publicly traded company, during which he obtained significant financial management and reporting expertise. Mr. Bell has over 20 years of experience as a director of multiple public companies, which allows him to bring the Board substantial knowledge of corporate governance, shareholder relations, risk management and succession planning.
Bradley J. Bell Director since 2015 Age 64

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Name, Tenure and Age			Principal Occupation, Business Experience, Qualifications and Directorships
			Mr. Brown has served as Chairman of the Board since the Company’s Separation from DuPont. He currently serves as Chair of Browz, LLC, a global leader of contractor pre-qualification and compliance solutions since 2005. Formerly, Mr. Brown served as Chair and Chief Executive Officer of Electronic Data Systems (EDS) from 1999 to 2003. Prior to joining EDS, Mr. Brown served as Chief Executive Officer of Cable & Wireless PLC from 1996 to 1999, H&R Block Inc. from 1995 to 1996 and Illinois Bell Telephone Company from 1990 to 1995. He is a Trustee Emeritus of the Ohio University Foundation. He previously served on the boards of E. I. du Pont de Nemours and Company from 2001 to 2015, The Home Depot, Inc. from 2000 to 2006, Vivendi Universal from 2000 to 2002, and Seagram Co Ltd. from 1997 to 2000. Mr. Brown also served as a member of the Business Roundtable, the President’s Advisory Committee on Trade and Policy Negotiations, the U.S.-Japan Business Council, the French-American Business Council, and the President’s National Security Telecommunications Advisory Committee. Skills and Qualifications From his experiences as the chief executive officer and chairman of the board of several large public companies, Mr. Brown has valuable knowledge in the areas of global business management and operations, as well as the chemicals industry, corporate governance, financial matters, information technology, investor relations and supply chain logistics. His past experience serving as a public company chairman and his knowledge of the chemicals industry make Mr. Brown uniquely qualified to be the Chairman of the Board.
Richard H. Brown Director since 2015 Age 69
			Ms. Cranston is a retired Senior Partner and Chair Emeritus of Pillsbury Winthrop Shaw Pittman, LLP, an international law firm. Prior to her retirement in 2012, Ms. Cranston served as Senior Partner and Chair Emeritus from 2007 to 2011 and Chair and Chief Executive Officer from 1999 to 2006. Ms. Cranston has served on the board of Visa, Inc. since 2007 and MyoKardia, Inc. since 2016. Ms. Cranston previously served on the following boards of directors: GrafTech International Ltd (2000 to 2014), International Rectifier Corporation (2008 to 2015), Juniper Networks, Inc. (2007 to 2015), and Exponent, Inc. (2010 to 2014). Skills and Qualifications Ms. Cranston brings leadership experience and expertise in financial matters, risk management, legal matters and corporate governance. She has over 30 years of experience in mergers and acquisitions as a legal advisor and oversaw two large mergers while she was the chief executive officer of Pillsbury. Ms. Cranston also has experience in the areas of trade, antitrust, telecommunications, SEC enforcement and environmental law. Through her board memberships, she has dealt with cybersecurity issues, stockholder activism and board engagement with stockholders.
Mary B. Cranston Director since 2015 Age 69

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Name, Tenure and Age			Principal Occupation, Business Experience, Qualifications and Directorships
			Dr. Crawford has served as President and Chief Executive Officer of XCEO, Inc., a consulting firm specializing in leadership and corporate governance, since 2003. Prior to founding XCEO Inc. in 2003, he served as President and Chief Executive Officer of Onix Microsystems and Zilog Inc. Dr. Crawford has served on the boards of Xylem Inc. since 2011 and ON Semiconductor since 1999, and is the author of three books on leadership and corporate governance. He previously served on the board of E. I. du Pont de Nemours and Company from 1998 to 2015, and on the boards of ITT Corp., Agilysys, Lyondell Petrochemical, The Sisters of Mercy Health Corporation and DePaul University. In 2011, Dr. Crawford was awarded the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors (NACD) for his contribution to corporate governance and for having made a meaningful impact in the boardroom. Skills and Qualifications Dr. Crawford has more than 20 years of board experience and has developed an expertise in corporate governance and boardroom leadership. As an executive of several companies, he gained experience in a range of fields including technological innovation and the chemicals industry. Dr. Crawford has developed comprehensive risk management programs for major corporations and also has substantial experience in financial matters, executive compensation and succession planning. From his experience as the president and chief executive officer of a consulting firm, he provides the Board with a unique perspective on corporate governance matters.
Curtis J. Crawford Director since 2015 Age 69
			Since 2012, Ms. Farrell has served as President and Chief Executive Officer of TransAlta Corporation, an electricity power generator and wholesale marketing company. Prior to becoming President and Chief Executive Officer of TransAlta, Ms. Farrell held a variety of increasingly responsible leadership positions, including Chief Operating Officer from 2009 to 2011, and Executive Vice President of Commercial Operations and Development from 2007 to 2009. Prior to rejoining TransAlta in 2007, she served as the Executive Vice President of Generation for BC Hydro from 2003 to 2006. Ms. Farrell currently serves on the boards of TransAlta Corporation, The Conference Board of Canada and the Business Council of Canada. She is also a member of the Trilateral Commission and a member of The Canada-U.S. Council for Advancement of Women Entrepreneurs and Business Leaders. Skills and Qualifications From her role as both chief executive officer and board member of a public company, Ms. Farrell gives the Board important insight in the areas of leadership, global business management and operations, shareholder relations, risk management and financial matters. Ms. Farrell has substantial experience handling large acquisitions, implementing environmental health and safety programs and negotiating major regulatory deals.
Dawn L. Farrell Director since 2015 Age 57

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Name, Tenure and Age			Principal Occupation, Business Experience, Qualifications and Directorships
			Mr. Newlin has served as President and Chief Executive Officer of Univar Inc., a leading global distributor of chemicals, supplying products and services, since May 2016. In November 2016, he was appointed Chairman of the Board of Directors for Univar. He previously served as the Chairman, President and Chief Executive Officer of PolyOne Corporation from 2006 to 2014, and was Executive Chairman of the Board until 2016. Prior to joining PolyOne, Mr. Newlin served as President Industrial Sector of Ecolab Inc. from 2003 to 2006. He also served as President and Director of Nalco Chemical Company from 1998 to 2001, and was Vice Chairman, President, and Chief Operating Officer from 2000 to 2001. He currently serves on the board of directors of Univar Inc. since 2014 and of Oshkosh Corporation since 2013. Mr. Newlin served on the boards of the Black Hills Corporation from 2004 to 2015, and The Valspar Corporation from 2007 to 2012. Skills and Qualifications Mr. Newlin has substantial executive leadership experience in global business management and operations, including 38 years of experience in the chemicals industry. Through his roles as chief executive officer, an executive officer and board member of several public companies, he brings to the Board a wealth of experience and knowledge in the chemicals industry, executive leadership, corporate governance, compensation and succession planning, issues involving technological innovation, risk management and financial matters. Mr. Newlin also has significant experience with investor relations, environmental health and safety, mergers and acquisitions and capital markets transactions.
Stephen D. Newlin Director since 2015 Age 64
			Mr. Vergnano has served as the Company’s President and Chief Executive Officer since July 1, 2015. Prior to joining Chemours, he held roles of increasing responsibility at E.I. du Pont de Nemours and Company. In October 2009, Mr. Vergnano was appointed Executive Vice President of DuPont and was responsible for multiple businesses and functions, including the businesses in the Chemours segment: DuPont Chemicals & Fluoroproducts and Titanium Technologies. In June 2006, he was named Group Vice President of DuPont Safety & Protection. In October 2005, he was named Vice President and General Manager — Surfaces and Building Innovations. In February 2003, he was named Vice President and General Manager — Nonwovens. Prior to that, he had several assignments in manufacturing, technology, marketing, sales and business strategy. Mr. Vergnano joined DuPont in 1980 as a process engineer. Mr. Vergnano has served on the board of directors of the National Safety Council since 2007, the American Chemistry Council since 2015, and Johnson Controls International plc since 2016. He previously served on the board of directors of Johnson Controls, Inc. from 2011 to 2016. Skills and Qualifications Mr. Vergnano has substantial leadership experience in the chemicals industry and in global business management and operations. He also brings knowledge and experience in technological innovation, risk management, corporate governance and financial matters. Through his former role with DuPont and his current role as the Company’s President and Chief Executive Officer, Mr. Vergnano has substantial knowledge of the Company and its industry.
Mark P. Vergnano Director since 2015 Age 59

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF ITS EIGHT DIRECTOR NOMINEES.

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Corporate Governance

Corporate Governance Highlights

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Declassified Board in 2016 — all directors elected annually

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7 of 8 director nominees are independent

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

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Independent Chairman

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All of the 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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Clawback and anti-hedging policies

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Directors’ annual equity retainer has a mandatory deferral requirement until termination of service

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No director may stand for reelection after reaching age 75

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Annual Board and Committee performance self-evaluations

Corporate Governance Practices

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

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

➢

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

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Directors have access to the Company’s management and advisors, and are encouraged to visit the Company’s facilities. 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; and

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Directors will avoid any actual or potential conflicts with the interests of the Company, and if any actual or potential conflict develops, will report all facts to the Board so that the conflict may be resolved or the director may resign.

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.”

Board Leadership Structure

Mr. Richard H. Brown serves as the Chairman of the Board. The Company’s governing documents allow the roles of Chairman 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 upon the Company’s 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 Chairman and a combined Chairman and CEO and is open to different structures as circumstances may warrant.

At this time, separating the roles of Chairman and CEO serves the best interests of Chemours and its stockholders. By having an independent Chairman, the CEO can focus primarily on the Company’s

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business strategy and operations following the recent transition to an independent, publicly traded company. The Company’s CEO and senior management, working with the Board, set the strategic direction for Chemours, and the CEO

provides day-to-day leadership. The independent Chairman 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 Nominating and Corporate Governance Committee of the Board 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 in relation to the needs of the Board. Director nominees are

recommended to the Board by the Nominating and Corporate Governance 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 Nominees and Director Qualification Standards” 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 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, stockholder or officer of an organization that has a relationship with the Company). The Board has determined that, with the exception of Mr. Vergnano, the Company’s CEO, each of the remaining seven directors — Curtis V. Anastasio, Bradley J. Bell, Richard H. Brown, Mary B. Cranston, Curtis J. Crawford, Dawn L. Farrell and Stephen D. Newlin — is independent.

Committee Independence Requirements

All members serving on the Audit Committee, Compensation Committee and the Nominating and Corporate Governance 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 Committee member must meet heightened independence criteria under NYSE

Listing Standards and the rules and regulations of the SEC relating to compensation committees, be a “non-employee director” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Board has determined that each member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance 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 supports its effective oversight of the Company’s risk management. In fulfilling its oversight responsibility, the Board receives various management and Committee reports and 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 the Compensation Committee considers the risks that may be implicated by the Company’s incentive compensation program. The Compensation Committee’s assessment of risk related to

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compensation practices is discussed in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement. The Nominating and Corporate Governance Committee provides oversight regarding the Company’s policies on political contributions and lobbying expenses. The Nominating and Corporate Governance 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.

Pursuant to its Charter, the Audit Committee assists the Board of Directors in oversight of the Company’s compliance with legal and regulatory requirements. In fulfilling this role, the Audit Committee reviews with the Company’s General Counsel or the attorney(s)

designated by the General Counsel, any legal matters that may have a material impact on the Company’s financial statements. The Audit Committee also meets at least annually with the Chief Financial Officer (“CFO”) and other members of management, as the Audit Committee deems appropriate, to discuss in a general manner the policies and practices that govern the processes by which major risk exposures are identified, assessed, managed and controlled on an enterprise-wide basis. Additionally, on a general basis not less than annually, the Audit Committee reviews and approves the Company’s decisions, if any, to enter into swaps, including security-based swaps, in reliance on the “end-user” exception from mandatory clearing and exchange trading requirements.

Succession Planning

The Board plans for succession to the position of CEO. The Compensation 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 Company. The Board has available, on a continuing basis, the CEO’s recommendation 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 Nominating and Corporate Governance Committee is responsible for providing guidance on directors’ continuing education.

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 we provide 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

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and conflicts of interest; (iii) guide directors in recognizing and dealing with ethical issues; (iv) establish reporting mechanisms; and (v) promote a culture of honesty and accountability.

➢

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.

In fiscal year 2016, 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.

BOARD STRUCTURE AND COMMITTEE COMPOSITION

The Board has eight Directors and three standing Committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

The table below reflects the current membership of each Committee and the number of meetings held by each Committee during fiscal year 2016. Richard H. Brown, as Chairman of the Board, and Mark P. Vergnano, as President and Chief Executive Officer, are not members of any Committee.

	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Curtis V. Anastasio	X		X
Bradley J. Bell	C	X
Mary B. Cranston	X	X
Dr. Curtis J. Crawford	X		C
Dawn L. Farrell		X	X
Stephen D. Newlin		C	X
2016 Meetings	8	5	4
X = Member		C = Chair

The Board met eight (8) times during fiscal year 2016. Each of the directors attended over 75% of the Board meetings and meetings of the Committees on which they served. The Company’s 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 Stockholders.

Each Committee operates under a written charter. The Charters are available on the Company’s corporate website, www.chemours.com, under the heading “Investor Relations” and “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.

➢

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

➢

Compliance by the Company with legal and regulatory requirements.

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

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in its business judgment. Additionally, the Board of Directors has determined, in its business judgment, that each member of the Audit Committee is an

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

Compensation Committee

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

➢

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

➢

Review and approve the Company’s programs for executive development, performance and skills evaluations.

➢

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 the 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 disclosure, as required by the SEC to be included in the Company’s Proxy Statement or applicable SEC filings.

➢

Review the voting results of any say-on-pay or related stockholder proposals.

The Compensation 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 and is an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2016, none of the members of the Compensation 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 Committee or the Board.

Nominating and Corporate Governance Committee

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

➢

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

➢

Identify individuals qualified to become Board members consistent with criteria approved by the Board and recommend to the Board nominees

for election as directors of the Company, 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 the Company’s corporate governance practices, including reviewing and recommending to the Board of Directors for

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approval any changes to the Company’s Code of Conduct, Certificate of Incorporation, Bylaws and Committee Charters.

➢

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 Nominating and Corporate Governance 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 stockholders. The Nominating and Corporate Governance Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors’ compensation.

During fiscal year 2016, non-employee directors were entitled to the following annual retainers:

Fiscal Year 2016 Director Retainers
Annual Retainer(1)	$	90,000
Annual Equity Award(2)	$	110,000
Non-Executive Chairman Retainer(1)	$	110,000
Audit Committee Chair Retainer(1)	$	20,000
Compensation Committee Chair Retainer(1)	$	15,000
Nominating and Corporate Governance Committee Chair Retainer(1)	$	10,000

(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 up to the nearest whole share. For 2016, equity awards were in the form of restricted stock units (“RSUs”) that convert into shares of common stock when a director leaves the Board. Before the RSUs are converted into shares, directors are not entitled to dividends on the RSUs, but they receive dividend equivalents (credited in the form of additional RSUs) that likewise are converted into shares (with any fractional share paid in cash) upon termination of service.

The above fees 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 stockholders. The Company does not pay meeting fees, but does pay for or reimburse directors for reasonable travel expenses related to attending Board, Committee, educational and Company business meetings.

For 2017, the Nominating and Corporate Governance Committee recommended, and the Board approved, changes to non-employee director compensation, which the Board believes are in the best interest of the Company and are designed to fairly compensate directors for their Board responsibilities and align their interests with the long-term interests of stockholders. Effective January 1, 2017, non-employee directors receive an annual retainer comprised of $100,000 cash and a $120,000 equity award, delivered in the form of RSUs that have a mandatory deferral requirement until termination of service. In addition, the Nominating and Corporate Governance Committee Chair receives an annual cash retainer of $15,000. All other non-employee director compensation remains the same as in fiscal year 2016.

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The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors

Under the Directors Deferred Compensation Plan, a director is eligible to defer all or part of his or her Board retainer and Committee Chair fees in cash or stock units until a future year or years, payable in a lump sum or equal annual installments. Interest will accrue on deferred cash payments, and dividend equivalents will accrue on deferred stock units. This deferred compensation is an unsecured obligation of the Company.

2016 Director Compensation Table

The following table shows information concerning the compensation paid in fiscal year 2016 to non-employee directors:

Director(1)	Fees Earned or Paid in Cash ($)(2)		Stock Awards ($)(3)		Total ($)
Curtis V. Anastasio		90,000		110,000		200,000
Bradley J. Bell		110,000		110,000		220,000
Richard H. Brown		200,000		110,000		310,000
Mary B. Cranston		90,000		110,000		200,000
Curtis J. Crawford		100,000		110,000		210,000
Dawn Farrell		90,000		110,000		200,000
Stephen D. Newlin		105,000		110,000		215,000

(1)

During fiscal year 2016, Mr. Vergnano was an employee of the Company and, as such, did not receive separate or additional compensation for his service as a director. See “Executive Compensation” in this Proxy Statement for information relating to the compensation paid to Mr. Vergnano during fiscal year 2016.

(2)

Column reflects all cash compensation earned during fiscal year 2016, whether or not payment was deferred pursuant to the Directors Deferred Compensation Plan.

(3)

This column represents the dollar amount recognized for financial statement reporting purposes with respect to the 2016 fiscal year in accordance with FASB ASC 718 as the grant date fair value of compensation earned by directors in the form of RSUs on Chemours common stock based on the assumption that the value of each RSU was equal to the closing sale price of one share of Chemours common stock reported on the NYSE Composite Tape on the date of grant, April 27, 2016. The aggregate number of stock awards outstanding for each director at fiscal year-end are as follows:

Name	Aggregate Stock Awards Outstanding as of December 31, 2016
Curtis V. Anastasio		21,893
Bradley J. Bell		21,893
Richard H. Brown		53,979
Mary B. Cranston		21,893
Curtis J. Crawford		53,979
Dawn Farrell		21,893
Stephen D. Newlin		21,893

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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 7, 2017 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:

Name of beneficial owner	Direct(1)		Indirect(2)		Right to acquire(3)		Total		Percent of class
Mark P. Vergnano		134,215		104,100		887,697		1,126,012		*
Mark E. Newman		58,142		2,800		127,146		188,088		*
Paul Kirsch		0		0		0		0		*
E. Bryan Snell		31,121		0		102,396		133,517		*
Christian W. Siemer		27,018		0		124,165		151,183		*
Curtis V. Anastasio		0		0		21,893		21,893		*
Bradley J. Bell		0		10,400		21,893		32,293		*
Richard H. Brown		0		0		71,067		71,067		*
Mary B. Cranston		0		0		21,893		21,893		*
Curtis J. Crawford		30		47		67,315		67,392		*
Dawn L. Farrell		0		0		21,893		21,893		*
Stephen D. Newlin		17,000		0		21,893		38,893		*
Directors and executive officers as a group (15 persons)		316,047		117,839		1,670,577		2,104,463		1.14%

Indicates ownership of less than 1% of the outstanding shares of the Company’s common stock. Each of the Company’s executive officers and directors may be contacted at 1007 Market Street, Wilmington, DE 19899.

(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 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 7, 2017, through the exercise of stock options or through the conversion of RSUs or deferred stock units granted or held under the Company’s equity-based compensation plans.

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Security Ownership of 5% Beneficial Owners

Based solely on the information filed on Schedule 13G for the fiscal year ended December 31, 2016, the following table sets forth those stockholders who beneficially own more than five percent of Chemours common stock.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class(4)
Blackrock, Inc.(1) 55 East 52nd Street New York, NY 10055		20,841,603		11.33%
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355		18,557,373		10.09%
FMR LLC(3) 245 Summer Street Boston, MA 02210		10,926,830		5.94%

(1)

Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the Securities and Exchange Commission on January 12, 2017, Blackrock, Inc., reported that it had sole voting power with respect to 20,402,383 shares and sole dispositive power with respect to 20,841,603 shares as of December 31, 2016.

(2)

Based solely on a Schedule 13G/A regarding holdings in Chemours common stock filed with the Securities and Exchange Commission on January 10, 2017, The Vanguard Group reported that it had sole voting power with respect to 339,231 shares, shared voting power with respect to 22,602 shares, sole dispositive power with respect to 18,204,609 shares, and shared dispositive power with respect to 352,764 shares as of December 30, 2016.

(3)

Based solely on a Schedule 13G regarding holdings in Chemours common stock filed with the Securities and Exchange Commission on February 14, 2017, FMR LLC reported that it had sole voting power with respect to 295,562 shares and sole dispositive power with respect to 10,926,830 shares as of December 30, 2016.

(4)

Ownership percentages calculated as of the Record Date.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis describes Chemours’ executive compensation philosophy and pay programs provided in 2016 to the following Named Executive Officers (“NEOs”):

Name			Position
Mark Vergnano			President and Chief Executive Officer
Mark Newman			Senior Vice President and Chief Financial Officer
Paul Kirsch(1)			President, Fluoroproducts
Bryan Snell			President, Titanium Technologies
Chris Siemer			President, Chemical Solutions
Thierry Vanlancker(2)			Former President, Fluoroproducts

(1)

Mr. Kirsch joined Chemours effective June 1, 2016.

(2)

Mr. Vanlancker served as the President, Fluoroproducts until his separation on July 31, 2016. Please refer to the “Potential Payments upon Termination or Change in Control” and “Employment Arrangements” sections of this proxy statement for a discussion of the terms and conditions of his separation from employment.

2016 Performance Highlights

Chemours delivered very strong 2016 financial results. This was achieved through the solid execution of the Company’s five-point transformation plan, which emphasizes cost reductions, portfolio optimization, market growth, refocused investments and organization enhancement. During the year, Chemours made significant progress on all aspects of the plan: fixed cost reductions, Chemical Solutions divestitures and shutdowns, Altamira site expansion in Titanium Technologies, investment in new OpteonTM refrigerants capacity, and implementation of specific organizational health initiatives. The importance of focusing on these five areas is directly and indirectly reflected in the design of both the short- and long-term incentive plans.

2016 highlights include:

•

Net sales of $5.4 billion

•

Net income of $7 million, reflecting gain on asset sales of $254 million, PFOA settlement charge of $335 million, impairment charges of $119 million and restructuring costs of $51 million

•

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of $822 million

•

Improved cash from operating activities by approximately $412 million

•

Delivered approximately $200 million in cost reductions

•

Retired $385 million of long-term debt through December 31, 2016

•

Generated approximately $685 million in gross proceeds from Chemical Solutions divestitures

•

One-year Total Shareholder Return (“TSR”) of 317%

Adjusted EBITDA is a non-GAAP financial measure. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures” on pages 59 to 60 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.

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Pay for Performance

The following graph shows Chemours’ 2016 TSR and that of the performance peer group companies. The Company’s TSR was 317% in 2016, far surpassing peers and relative indices.

[MISSING IMAGE: t1700566_bar-comparison.jpg]

Performance Awards Earned and Key Compensation Measures

2016 Annual Incentive Plan (“AIP”)

Chemours’ 2016 financial performance resulted in an above-target annual incentive payout factor of 170%. This was based on financial and operational results that surpassed objectives and is consistent with the Company’s pay-for-performance philosophy. Shown below are the performance targets and approved AIP-adjusted results for each measure:

Key Compensation Measures	FY2016 Target (millions)			FY2016 Results (millions)
Adjusted EBITDA		$	645		$	869
Free Cash Flow		$	50		$	254
Total Controllable Fixed Cost Reductions		$	250		$	200

The approach to calculating each of these measures is discussed later in this section.

Transformation Awards

In August 2015, the NEOs, with the exception of Mr. Kirsch who was not yet working for Chemours, were granted performance-based RSUs (“Transformation Awards”) to align the new executive team to achieve successful execution of the strategic plan and further link the compensation of the NEOs to stockholders. Vesting of these performance-based RSUs was contingent upon the achievement of a $160 million cost reduction hurdle that must be reached by December 31, 2016. If the cost reduction performance hurdle was satisfied by December 31, 2016, the awards will cliff vest three years from the date of grant, subject to continued employment.

For the period July 1, 2015 through December 31, 2016, Chemours achieved an aggregate reduction in fixed costs of approximately $300 million, thereby exceeding the performance goal. The performance-based RSUs remain subject to time-based vesting until the third anniversary of the grant date when the restrictions lapse.

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Executive Compensation Policies and Practices

Chemours’ executive compensation policies and practices demonstrate a commitment to strong governance standards by including features designed to align the interests of Chemours’ executives and stockholders, and to mitigate compensation-related risks. The table below highlights the key features included in Chemours’ executive compensation programs and those that are not:

What Chemours Does			What Chemours Doesn’t Do
☑ Pay-for-performance			☒ Provide income tax gross-ups, other than for international assignment-related and relocation
☑ Deliver total direct compensation predominantly through variable pay			☒ Re-price underwater stock options
☑ Set challenging short- and long-term incentive award goals			☒ Allow hedging, pledging, short sales, derivative transactions, margin accounts or short-term trading
☑ Target pay and benefits to market competitive levels
☑ Maintain robust stock ownership requirements
☑ Maintain a clawback policy for incentive based compensation
☑ Maintain anti-hedging and anti-pledging policies with respect to Company stock
☑ Annually review the makeup of the comparator peer group and make adjustments as appropriate
☑ Undertake an annual review of compensation risk

2016 “Say on Pay” Vote Result

At Chemours’ 2016 Annual Meeting, stockholders approved the Company’s “Say-on-Pay” proposal with more than 94% of the votes cast in support of the executive compensation program. The Compensation Committee will continue to consider stockholder input as it evaluates executive compensation program design and decisions.

Executive Compensation Philosophy and Objectives

Chemours’ executive compensation philosophy is focused on promoting a performance-based culture that strongly links executive rewards to short- and long-term Company results (pay-for-performance).

Chemours’ executive compensation program objectives continue to be rooted in the following:

➢

Aligning the interests of executives and stockholders, and enhancing long-term stockholder value

➢

Enabling the Company to attract, retain and motivate high-performing executive talent and rewarding them for sustained, strong business and financial results

➢

Positioning pay competitively and reasonably compared to the relevant external market including the companies with which the Company competes for talent

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Executive Compensation Pay Elements

Chemours’ executive compensation objectives are achieved through the design of three key compensation elements. The Compensation Committee determines the appropriate balance between these pay elements when setting the total compensation opportunity for executives:

Element			Purpose and Key Features
Base Salary			➢ Provides a stable source of income and is a standard element in executive compensation packages ➢ Compensates for expected day-to-day contribution ➢ Market competitive in order to attract and retain qualified executives ➢ Delivered in cash
Annual Incentive Plan (“AIP”)			➢ Short-term at-risk compensation ➢ Encourages focus on the achievement of annual business goals ➢ Target incentive opportunity is set as a percentage of base salary and awards are earned only after a threshold level of performance is achieved ➢ Maximum payout is capped at 200% of target ➢ Delivered in cash
Long-Term Incentive Plan (“LTIP”)			➢ Long-term at-risk compensation ➢ Aligns executives with the long-term interests of stockholders ➢ Recognizes executive’s recent performance and potential future contributions ➢ Provides a total compensation opportunity with payouts varying based on operating and stock price performance ➢ Delivered in stock

Executives are eligible to participate in benefit programs available to the broader employee population. Additional elements specific to the executive compensation program include nonqualified retirement benefit plans, reimbursement of financial planning and income tax preparation services, and change-in-control benefits.

Executive Compensation Pay Mix and Link to Pay for Performance

To reinforce Chemours’ pay-for-performance philosophy, the total compensation program for executives emphasizes at-risk incentive pay and, therefore, fluctuates with financial results and stock price. This approach aligns the pay outcomes of executives with Company performance and stockholder interests. The pie charts that follow illustrate the percentage of target pay at-risk for the CEO and other NEOs on average.

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Executive Compensation Decision-Making

The Chemours Compensation Committee utilizes the following factors to guide executive compensation decisions:

➢

Executive compensation program objectives and philosophy

➢

Company performance and strategic objectives

➢

Independent external market data, and

➢

Economic environment for the chemicals industry

Oversight responsibilities and participation in executive compensation decisions are summarized in the table below:

	Compensation Committee			➢ Establishes executive compensation philosophy ➢ Approves incentive compensation programs and target performance expectations for short-term and long-term incentive programs ➢ Approves all compensation actions for the executive officers, other than the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards ➢ Approves and recommends to the full Board compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
	All Independent Board Members			➢ Assess performance of the CEO ➢ Approve all compensation actions for the CEO, including base salary, target and actual short-term incentive plan payouts and long-term incentive targets, grants and earned awards
	Chief Executive Officer			➢ Provides compensation recommendations for the NEOs (other than the CEO) to the Compensation Committee, which considers these recommendations as part of its evaluation. However, review, analysis and final approval of compensation actions is made solely by the Compensation Committee. ➢ Recommendations are based on the CEO’s personal review of the NEOs’ performance, job responsibilities and importance to the Company’s overall business strategy, as well as the Company’s compensation philosophy ➢ In preparing compensation recommendations for the NEOs, the CEO and the SVP of Human Resources compare each key element of compensation provided to the NEOs to market data and consider the total compensation package ➢ In consultation with the Chief Financial Officer, recommends incentive measures and performance expectations
	Independent Consultant to the Compensation Committee			➢ Provides independent advice, research, and analytical services on a variety of subjects, including compensation of executive officers and executive compensation trends ➢ Participates in meetings as requested and communicates with the Chair of the Compensation Committee between meetings ➢ Provides assistance with the review and design of the Company’s incentive compensation programs ➢ Evaluates executive compensation policies and guidelines ➢ Reports directly to the Compensation Committee

Independent Compensation Consultant

Frederic W. Cook & Co., Inc. (“FW Cook”) serves as the Compensation Committee’s independent compensation consultant. FW Cook reports directly to the Compensation Committee, and the Compensation Committee may replace the firm or hire additional consultants at any time.

As part of its engagement, the Compensation Committee has directed FW Cook to work with members of management to obtain information necessary to form recommendations and evaluate management’s

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recommendations to the Compensation Committee. FW Cook also meets with the Compensation Committee during its regular meetings, in executive sessions (where no members of management are present), and with the Compensation Committee chair and other members of the Compensation Committee outside of its regular meetings.

The Compensation Committee and the other independent directors of Chemours’ Board are the sole decision makers in regard to the compensation of executive officers.

The Compensation Committee assessed the independence of FW Cook based on NYSE Listing Standards and concluded that FW Cook’s work does not raise any conflict of interest.

Peer Group Selection and the Role of Benchmarking

The Compensation Committee considers competitive market data when making compensation decisions. Emphasizing 50th percentile information, the Compensation Committee considers the executive compensation opportunities and practices from a peer group comprised of publicly-traded U.S.-based companies with similar scale, revenue, industry, and business characteristics that reflect Chemours’ current state as well as business direction.

The Compensation Committee uses market data as one of several reference points for determining the form and amount of compensation. Actual compensation opportunities will vary by individual executive based on a variety of factors including scope of responsibility, experience level, the critical need for retention, sustained performance over time, potential for advancement as part of key succession planning processes, and other unique factors. Peer group data is supplemented with broader chemical industry and general industry data.

For purposes of making compensation decisions in early 2016, the compensation benchmarking peer group consisted of the following companies:

Air Products & Chemicals, Inc.
Albemarle Corporation
Ashland Inc.
Axiall Corporation
Celanese Corporation

Chemtura Corporation
Eastman Chemical Company
Huntsman Corporation
The Mosaic Company
Polyone Corporation

PPG Industries, Inc.
RPM International Inc.
The Sherwin-Williams Company
Valspar Corporation
W. R. Grace & Company

The Compensation Committee reviews the peer group annually with the assistance of its independent compensation consultant. Adjustments were made to the peer group based on the annual review conducted in August of 2016. Axiall Corporation and Valspar Corporation were removed due to pending or completed acquisitions. Westlake Chemical Corporation was added due to good overall alignment with the selection criteria discussed above and their acquisition of Axiall Corporation. Tronox Ltd. was added given it is a major producer of titanium pigment and a direct competitor of Chemours.

2016 Executive Compensation

2016 CEO Compensation Highlights

Mr. Vergnano became CEO on July 1, 2015. At that time, the Compensation Committee established Mr. Vergnano’s target total compensation opportunity with the assistance of its independent compensation consultant, FW Cook. The Compensation Committee reviewed Mr. Vergnano’s target total compensation opportunity again in early 2016 and affirmed the current target levels are appropriate.

•

Base salary: Mr. Vergnano’s base salary is $900,000.

•

AIP opportunity: Mr. Vergnano’s target opportunity is equal to 130% of base salary or $1,170,000. In respect of 2016 performance, Mr. Vergnano’s AIP award was $1,989,000, which is 170% of his target award opportunity.

•

LTIP opportunity: In 2016, 60% of Mr. Vergnano’s total long-term incentive opportunity was delivered in Performance Share Units (“PSUs”), with vesting based on the achievement of Adjusted EBITDA and Pre-Tax Return on Invested Capital financial goals as well as Relative Total Shareholder Return over a three-year period. The remaining 40% of Mr. Vergnano’s long-term incentive opportunity was delivered in non-qualified stock options which vest in three equal installments from the date of grant over three years.

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Base Salary

Base salaries for the NEOs are intended to reflect the scope of responsibilities, experience and their performance. The Compensation Committee reviewed base salaries for the NEOs in early 2016 and affirmed the current amounts were appropriate.

NEO	Base Salary ($) (as of December 31, 2015)	Base Salary ($) (as of December 31, 2016)
Mark Vergnano	$900,000	$900,000
Mark Newman	$574,000	$574,000
Paul Kirsch	N/A(1)	$550,000
Bryan Snell	$400,000	$400,000
Chris Siemer	$325,000	$325,000
Thierry Vanlancker	$568,230(2)	N/A(3)

(1)

Mr. Kirsch was hired effective June 1, 2016 as the President of Fluoroproducts.

(2)

As of December 31, 2015, Mr. Vanlancker was paid an annual salary of CHF 564,000. This amount is converted to USD using the foreign exchange rate in effect on that date: CHF 1.00 to USD 1.0075.

(3)

Mr. Vanlancker separated from Chemours effective July 31, 2016.

Annual Incentive Plan (AIP)

Chemours’ annual incentive plan is designed to reward executives for the achievement of Chemours’ financial and business objectives. Under the AIP, each NEO has a target annual incentive opportunity expressed as a percentage of salary. Incentive targets are based on the Compensation Committee’s review of peer group practices, chemical industry data from proprietary third-party surveys and the position and scope of responsibilities of each NEO. Incentive targets are reviewed annually and no changes were made for 2016.

Incentive Formula

Actual cash annual incentive awards for NEOs are determined using the formula shown below:

Performance Measures

Identified and defined below are the performance measures used in the 2016 AIP, which are consistent with Chemours’ financial and business goals.

Measure	Weighting	Rationale for Inclusion
Adjusted EBITDA	40%	➢ Promotes focus on earnings improvement
Free Cash Flow	40%	➢ Emphasizes cash generation in support of debt servicing and return of cash to stockholders
Total Controllable Fixed Cost Reductions	20%	➢ Encourages reduction in fixed costs beyond that which is required to achieve Adjusted EBITDA performance target ➢ Added for 2016 to drive focus to the delivery of transformation plan objectives

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AIP Performance Measure definitions:

•

Adjusted EBITDA: Income (loss) before income taxes, depreciation and amortization excluding the following items: interest, non-operating pension and other post-retirement employee benefit costs, exchange gains (losses), restructuring charges (benefits), gains (losses) on sale of business or assets (where the assets do not constitute a business, for purposes of applying US GAAP), and other items not considered indicative of the Company’s ongoing operational performance and expected to occur infrequently.

•

Free Cash Flow: Cash Flows from Operations less Capital Expenditures as disclosed on the Company’s Cash Flow statement, adjusted for: non-operating pension and other post-retirement employee benefit costs, exchange gains (losses), restructuring charges (benefits), and gains (losses) on sale of business or assets (where the assets do not constitute a business, for purposes of applying US GAAP).

•

Total Controllable Fixed Cost Reductions: Incremental reduction in controllable fixed cost over FY2015. Calculated as last twelve months (“LTM”) costs as of December 31, 2016 minus LTM costs as of December 31, 2015.

The Compensation Committee believes focusing on these performance measures is appropriate to drive stockholder value. Targets for each of the performance measures are set at levels that are considered challenging, motivational, and competitive. Achievement of the targets represents strong performance in each individual financial metric and demonstrates successful execution of the Transformation Plan in total.

Actual Corporate results for each of the 2016 AIP performance measures were as follows:

•

Adjusted EBITDA $822 million

•

Free Cash Flow $256 million

•

Total Controllable Fixed Cost Reduction approximately $200 million

The Committee adjusted the actual corporate results of Adjusted EBITDA, Free Cash Flow and Total Controllable Fixed Cost Reduction for AIP purposes. When making the adjustments, the Compensation Committee considered whether to include or exclude the impact of certain items not reflective of underlying operating results to arrive at AIP-adjusted corporate results. Adjustments were primarily made for changes that occurred after the setting of 2016 AIP targets, such as portfolio changes, certain transformation-related costs, pre-payments, legacy liabilities and changes in accounting policy election. The adjustments, through oversight by the Compensation Committee, better align the 2016 AIP payout factors with the Compensation Committee’s view of the Company’s operating performance.

AIP-adjusted corporate results, then, for each of the 2016 AIP performance measures are as follows:

•

Adjusted EBITDA $869 million

•

Free Cash Flow $254 million

•

Total Controllable Fixed Cost Reduction $200 million

Both the actual and AIP-adjusted results for Adjusted EBITDA and Free Cash Flow exceeded their respective performance range maximums. The AIP-adjusted result for Total Controllable Fixed Cost Reductions met the threshold level of performance.

The following chart shows the 2016 AIP performance ranges and adjusted results approved by the Compensation Committee. Figures are in millions. Based on these results, the Corporate performance factor is 170%.

Metric	Threshold(1)			Target			Maximum(2)			Results (as adjusted)
1. Adjusted EBITDA		$	581		$	645		$	742		$	869
2. Free Cash Flow		$	0		$	50		$	125		$	254
3. Fixed Cost Reduction		$	200		$	250		$	300		$	200

(1)

Represents the minimum level of performance required to earn any incentive for this component of the 2016 AIP. Performance below this level would not result in a payout for the performance measure.

(2)

Represents the highest level of performance at which maximum payout under the 2016 AIP is earned. Achievement of performance above this level would not result in a greater payout for the performance measure.

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Based on the actual performance achieved, the following AIP awards for NEOs, reflecting 170% of target incentive amounts, were approved:

NEO	Annual Incentive Target (as % of Base Salary)		Annual Incentive Target ($)			Annual Incentive Actual ($)
Mark Vergnano		130%		$	1,170,000		$	1,989,000
Mark Newman		80%		$	459,200		$	780,640
Paul Kirsch(1)		75%		$	412,500		$	701,250
Bryan Snell		75%		$	300,000		$	510,000
Chris Siemer		60%		$	195,000		$	331,500
Thierry Vanlancker(2)		60%		$	191,874		$	326,186

(1)

Mr. Kirsch was hired by Chemours on June 1, 2016. As a part of his new hire package, Mr. Kirsch was eligible for a full annual incentive for 2016, providing him with immediate alignment to the annual performance of the Company and a replacement of lost incentive opportunity from his prior employer.

(2)

Mr. Vanlancker separated from Chemours effective July 31, 2016. Under the terms of his separation agreement, Mr. Vanlancker was eligible for a 2016 prorated AIP award based on time employed through his termination date and actual performance results. The Annual Incentive Target ($) and Annual Incentive Actual ($) amounts shown are pro-rated and have been converted from Swiss francs (CHF), his local currency, to US dollars (USD) using the foreign exchange rate in effect on December 31, 2016 which was CHF 1.00 to USD 0.972006.

Long-Term Incentive (LTI) Program

Chemours provides long-term incentive compensation to directly tie the NEOs’ interests to the interests of stockholders. LTI awards are currently granted under the Chemours Equity and Incentive Plan which was approved by DuPont on behalf of Chemours prior to its Separation in July 1, 2015.

Target award values for the NEOs were established in 2015 upon separation from DuPont using the competitive market pay philosophy and consideration of the scope of the NEO’s role and experience in the role. The Compensation Committee reviewed target levels in connection with the 2016 grant and no changes were recommended.

The 2016 LTI Program consisted of Performance Share Units (“PSUs”) and Non-Qualified Stock Options (“Stock Options”). The use of PSUs and Stock Options creates alignment with stockholders, as a PSU’s value is equal to the value of a share of stock and vesting is conditioned on attainment of performance objectives, and Stock Options only have value if the value of Chemours’ common stock increases after the grant date. Details of each award type are summarized below.

In 2016, the LTI awards were granted on March 1. When selecting this date, Chemours wanted to allow sufficient time for the stock market to absorb the results of the FY2015 earnings release, establish an objectively determinable grant date, and promote alignment with the timing of other compensation decisions. For example, if applicable, base salary and annual short-term incentive payments were made in March. Chemours anticipates that annual LTI awards will continue to be granted in March of each year. The exercise price of Stock Options is the closing price of a share of Chemours common stock on the grant date. Apart from the regular annual awards, a limited number of other awards may be granted throughout the year such as make-whole awards for certain new hires or as a special incentive based on unique circumstances.

Performance Stock Units (“PSUs”)

The use of PSUs directly supports the objectives of linking realized value to Chemours’ common stock price and the achievement of critical financial and operational objectives. The number of PSUs earned by the NEOs will vary based on results achieved over a three-year period versus two predetermined performance goals, as well as long-term returns to stockholders as measured by Relative Total Shareholder Return (“TSR”), with the following weightings.

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Measure	Weighting	Rationale for Inclusion
Adjusted EBITDA	50%	➢ In the LTI Program this measure continues to reinforce the importance of earnings improvement over the mid and long-term
Pre-tax Return on Invested Capital (“ROIC”)	50%	➢ Critical to Chemours’ ability to invest and manage assets that deliver the greatest return
Relative “TSR”	Modifier	➢ Links executives to stockholders

The Compensation Committee believes these performance measures reflect execution of the transformation plan and are appropriate to motivate executives to achieve and sustain outstanding long-term results. Adjusted EBITDA is used as both a short-term and long-term measure as it is a critical financial measure for Chemours. The Compensation Committee will continue to evaluate the use of this measure in both the short and long-term programs.

The FY2016 – FY2018 performance period is January 1, 2016 through December 31, 2018 and consists of four equally weighted measurement periods for each financial objective: three one-year and one three-year measurement periods. The achievement of annual and cumulative / average goals ensures that growth and improvement are a constant focus.

Adjusted EBITDA			Pre-Tax ROIC
Period	Weighting		Period	Weighting
2016		12.5%	2016		12.5%
2017		12.5%	2017		12.5%
2018		12.5%	2018		12.5%
Cumulative FY2016 – FY2018		12.5%	Average FY2016 – FY2018		12.5%
Total for Adjusted EBITDA		50%	Total for Pre-tax ROIC		50%

Targets, as well as threshold and maximum goals, are determined at the start of the three-year period for each of the above listed performance measures and performance periods. These goals are considered challenging to obtain and aligned with delivering stockholder value. The Compensation Committee also considers how the achievement of the goals may be impacted by competitive or economic conditions over the three-year period.

For the FY2016 – FY2018 period, Relative TSR will be measured at the end of the three-year plan period against the performance peer group listed below. The performance peer group differs from the compensation benchmarking peer group referenced when making 2016 pay decisions in that it includes two primary titanium dioxide competitors: Kronos Worldwide, Inc. and Tronox, Ltd. Chemours’ TSR relative to these performance peers will be used as a modifier to enhance or reduce the number of units and value earned.

Air Products & Chemicals, Inc.
Albemarle Corporation
Ashland Inc.
Axiall Corporation*
Celanese Corporation
Chemtura Corporation

Eastman Chemical Company
Huntsman Corporation
Kronos Worldwide, Inc.
The Mosaic Company
Polyone Corporation
PPG Industries, Inc.

RPM International Inc.
The Sherwin-Williams Company Tronox, Ltd.
Valspar Corporation*
W. R. Grace & Company

Upon the completion of acquisitions involving Axiall Corporation and Valspar Corporation, the two companies will be removed from the calculation of Relative TSR.

At the end of the performance period, the overall performance outcome will be modified as shown in the table below:

Relative TSR

<25th percentile

25th to 75th percentile

>75th percentile

Applied Modifier

0.75

1.00

1.25

Specifically, the performance outcome will be adjusted downward for Relative TSR below the 25th percentile and upward for Relative TSR above the 75th percentile. The maximum incentive under the PSU is capped at 200%; inclusive of modifier impact.

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Stock Options

The balance of the 2016 total long-term incentive award value was made in the form of Stock Options. This provides clear and direct alignment with stockholder interests, as Stock Options have value only if the price of Chemours’ stock at the time of exercise exceeds the stock price on the date of grant. As a result, Stock Option grants encourage executives to focus on behaviors and initiatives that support sustained long-term stock price appreciation, which benefits all stockholders. The Stock Options are designed to vest in equal annual installments over three years from the grant date and have a ten-year term.

2016 LTI Grants

In early 2016, Chemours common stock was trading at a historic low. The Compensation Committee decided to use the average stock price from July 1, 2015 through February 16, 2016 ($7.59) to determine the number of units granted. The value granted as PSUs was divided by the average share price to arrive at the number of PSUs granted. The value granted as Stock Options was divided by a Black-Scholes value ($2.89) calculated using the average share price to arrive at the number of Stock Options granted.

In addition to the 2016 LTI grant, Mr. Kirsch received a grant of Restricted Stock Units (“RSUs”) as consideration for unvested stock awards forfeited upon resignation from his former employer. The make whole grant consists of 81,819 RSUs with a grant date value of $720,007 and vests in three annual installments with 40% vesting after one year, an additional 40% vesting after two years and the final 20% vesting after three years.

As Chief Transformation Officer, Mr. Siemer plays a critical role in the execution of Chemours’ overall transformation plan. This role is distinct from and in addition to his role as President, Chemical Solutions. Recognizing that successful execution of the transformation plan is integral to Chemours’ future operating performance, management recommended and the Compensation Committee approved a grant of performance-based RSUs for Mr. Siemer. The performance award consists of 56,562 performance-based RSUs with a grant date value of $500,008. The performance period corresponding to the award begins July 1, 2016 and ends December 31, 2017. The RSUs can be earned in 25% increments as performance goals related to the execution of the transformation plan are achieved. The Compensation Committee will review the achievement of performance goals on a quarterly basis. RSUs not earned at the conclusion of the performance period will be cancelled.

Company-Sponsored and Employee Benefits

The Company offers the NEOs health and welfare and retirement plan benefits. Additional elements specific to the executive compensation program include nonqualified retirement benefit plans, reimbursement of financial planning and income tax preparation services, and change-in-control benefits. The Company also provides assignment-related relocation assistance, income tax preparation services and corresponding tax gross-ups. Mr. Vanlancker, who was based in Switzerland, received benefits consistent with those provided to employees in that country.

Pension Plan

Mr. Vergnano and Mr. Snell participate in the Pension Restoration Plan (“PRP”), a nonqualified retirement benefit plan. Benefits under the PRP were frozen when Chemours separated from DuPont. The Compensation Committee terminated the PRP effective April 27, 2016, with benefits to be paid between April 27, 2017 and April 27, 2018, or upon the participant’s termination of employment, whichever occurs first.

Mr. Vanlancker’s prior pension plan benefits were converted into a defined contribution arrangement in July 2015. Mr. Vanlancker was not participating in any Company-sponsored pension plans as of his termination date July 31, 2016.

Retirement Savings Restoration Plan

The Retirement Savings Restoration Plan (“RSRP”) is a nonqualified defined contribution plan that restores benefits above the Internal Revenue Code limits for tax-qualified retirement plans to be consistent with those provided to other eligible employees at Chemours.

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Management Deferred Compensation Plan

Under the Management Deferred Compensation Plan (“MDCP”), participants may defer base salary, bonus and certain incentive plan awards until a later date. Generally, earnings on nonqualified deferred compensation include returns on investments that mirror the investment alternatives available to all employees under the Company’s retirement savings plan.

Change in Control Severance Benefits

To ensure that executives remain focused on Chemours’ business during a period of uncertainty, Chemours maintains a change in control severance plan for its executives, including the NEOs. For any benefits to be earned, a change in control must occur and the executive’s employment must be terminated within two years following the change in control, either by Chemours without cause or the executive for good reason (often called a “double trigger”). The plan does not provide tax gross-ups. Payments and benefits to the executive will be reduced to the extent necessary to result in the executive’s retaining a larger after-tax amount, taking into account the income, excise and other taxes imposed on the payments and benefits. For additional information, see “Executive Compensation — Potential Payments upon Termination or Change in Control.”

Benefits provided under the severance plan include:

➢

A lump sum cash payment of two times (three times for the CEO) the sum of the executive’s base salary and target annual incentive;

➢

A lump sum cash payment equal to the pro-rated portion of the executive’s target annual incentive for the year of termination; and

➢

Continued health and dental benefits, life insurance and outplacement services for two years (three years for the CEO) following the date of termination.

The severance plan also includes 12-month non-competition, non-solicitation, non-disparagement and confidentiality provisions (18 months for the CEO).

Compensation and Risk

During fiscal year 2016, Chemours management reviewed its executive and non-executive compensation programs and in concurrence with the Compensation Committee’s independent compensation consultant determined that none of its compensation programs encourages or creates excessive risk-taking, and none is reasonably likely to have a material adverse effect on the Company.

In conducting this assessment, the components and design features of all executive and non-executive plans and programs were analyzed. A summary of the findings of the assessment was provided to the Compensation Committee. Overall, the Compensation Committee concluded that (1) the Company’s executive compensation programs provide a mix of awards with performance criteria and design features that mitigate potential excessive risk taking and (2) non-executive employee arrangements are primarily fixed compensation (salary and benefits) with limited incentive opportunity and do not encourage excessive risk taking. The Compensation Committee also considered its payout caps or limits, stock ownership guidelines and clawback policy as risk mitigating features of its executive compensation program.

Payout Limitations or Caps

Earned awards from the annual incentive plan and the PSU plan are capped at 200% of target to protect against excessive payouts.

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Stock Ownership Guidelines

The Company requires that NEOs accumulate and hold shares of Chemours common stock with a value equal to a specified multiple of base pay. Executives have five (5) years to reach their respective ownership requirement. Until the requirement is fulfilled, 100% of the net shares realized from exercise or vesting of stock-based awards must be retained.

Multiple of Salary	2016 Target
CEO		5.0x
Other NEOs		3.0x

Compensation Recovery Policy (Clawback)

The Company has a compensation recovery policy that covers each current and former employee of Chemours or an affiliated company who received incentive-based compensation. If an incentive recipient engages in misconduct, then:

➢

He/she forfeits any right to receive any future awards or other equity-based incentive compensation.

➢

The Company may demand repayment of any equity awards or cash payments already received by a grantee.

➢

The grantee will be required to provide repayment within ten (10) days following such demand.

“Misconduct” means any of the following:

➢

The grantee’s employment or service is terminated for cause.

➢

There has been a breach of a noncompete or confidentiality covenant set out in the employee agreement.

➢

The Company has been required to prepare an accounting restatement due to material noncompliance, as a result of fraud or misconduct, with any financial reporting requirement under the securities laws, and the Compensation Committee has determined, in its sole discretion, that the incentive recipient (a) had knowledge of the material noncompliance or the circumstances that gave rise to such noncompliance and failed to take reasonable steps to bring it to the attention of appropriate individuals within the Company or (b) personally and knowingly engaged in practices that materially contributed to the circumstances which enabled a material noncompliance to occur.

In addition, if management has determined, after review and consultation with the Audit Committee, that the Company is required to prepare an accounting restatement due to material noncompliance, for reason(s) not related to fraud or misconduct, the Company may demand repayment of any awards or cash payments already received by a recipient.

Restrictions on Certain Types of Transactions

The Company has a policy that prohibits executive officers and directors from engaging in the following types of transactions with respect to Chemours’ stock: hedging transactions, pledging securities, short sales, derivative transactions, margin accounts and short-term trading.

Deductibility of Performance-Based Compensation

In setting an executive’s compensation package, the Compensation Committee considers the requirements of Section 162(m) of the Internal Revenue Code, which provides that compensation in excess of $1 million paid to certain executive officers is not deductible unless it is performance-based and paid under a program that meets certain other legal requirements. Although a significant portion of each named executive officer’s compensation may be intended, where appropriate, to qualify for deductibility under Section 162(m), in approving compensation that may not be deductible, the Compensation Committee may, among other things, determine that failing to meet its objectives to attract, retain, and motivate senior executives creates more risk for the Company than the financial impact of losing the tax deduction. Accordingly, compensation paid by the Company may not be deductible because such compensation exceeds the limitations or does not meet the “performance-based” or other requirements for deductibility under Section 162(m).

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Summary Compensation Table

The following table sets forth information concerning the total compensation earned by the NEOs during fiscal year 2016, 2015 and fiscal year 2014.

Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)(3)		Option Awards ($)(4)		Nonequity Incentive Plan Compensation ($)(5)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6)		All Other Compensation ($)(7)		Total ($)
Mark Vergnano, President and Chief Executive Officer		2016		900,000		—		1,895,099		1,713,424		1,989,000		69,279		108,790		6,675,592
		2015		809,402		—		1,575,035		1,625,002		516,960		207,235		111,180		4,844,814
		2014		716,667		—		1,727,967		525,011		376,000		714,436		112,200		4,172,281

Mark Newman, Senior Vice President and Chief Financial Officer		2016		574,000		—		578,658		523,180		780,640		N/A		24,729		2,481,207
		2015		567,006		—		912,519		937,502		254,464		N/A		449,000		3,120,491
		2014		81,667		500,000		1,500,039		—		N/A		N/A		30,611		2,112,317

Paul Kirsch, President, Fluoroproducts		2016		320,833		650,000		969,558		240,000		701,250		N/A		53,668		2,935,309

Bryan Snell, President, Titanium Technologies		2016		400,000		—		385,776		348,787		510,000		12,696		243,386		1,900,645
		2015		347,973		—		510,029		110,002		119,685		—		301,256		1,388,945
		2014		295,323		—		97,059		97,005		94,463		219,336		487,871		1,291,057

Chris Siemer, President, Chemical Solutions		2016		325,000		—		717,009		196,191		331,500		N/A		20,417		1,590,117

Thierry Vanlancker, President, Fluoroproducts(8)		2016		319,790		—		169,062		152,847		326,186		N/A		1,101,542		2,069,427
		2015		564,511		—		287,541		262,512		189,640		405,980		57,423		1,767,607
		2014		560,098		—		288,074		87,511		—		—		—		935,683

(1)

In 2016, Mr. Kirsch received a $650,000 signing bonus upon hire June 1, 2016 as consideration for short- and long-term incentive awards forfeited upon resignation from employment in favor of joining Chemours.

(2)

Represents the aggregate grant date fair value of RSUs and PSUs computed in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value is based upon probable outcome of performance conditions. Assumptions used in determining the values can be found in Note 23 “Stock-based Compensation” to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2016.

(3)

If the maximum level of performance were achieved, each NEO would earn 200% of the target number of PSUs awarded. Based on the grant date fair market value of Chemours common stock, the maximum value of PSUs awarded to each NEO is as follows: M. Vergnano — $3,355,258; M. Newman — $1,024,510; P. Kirsch — $720,016; B. Snell — $683,014; C. Siemer — $384,199; T. Vanlancker — $299,322.

(4)

Represents the aggregate grant date fair value of Stock Options computed in accordance with FASB ASC Topic 718. Assumptions used in determining the values can be found in Note 23 (“Stock-Based Compensation”) to the Consolidated Financial Statements in Chemours’ Annual Report on Form 10-K for the year ended December 31, 2016.

(5)

Represents payouts under the AIP for services performed during 2016. This column includes compensation which may have been deferred at the NEO’s election. Any such amounts will be included in the “Executive Contributions” column of the 2017 Nonqualified Deferred Compensation table.

(6)

This column reports the estimated positive change in the actuarial present value of an NEO’s accumulated pension benefits under the Pension Restoration Plan and any above-market earnings on nonqualified deferred compensation balances. Chemours does not credit participants in the nonqualified plans with above-market earnings, therefore, no such amounts are reflected. See the narrative discussion following the Pension Benefits and Nonqualified Deferred Compensation tables for a description of these plans.

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(7)

The amounts reflect personal benefits (if greater than or equal to $10,000). Amounts shown also include Company contributions to qualified and nonqualified defined contribution plans. The following table details those amounts.

Name	Company Contributions to Qualified Defined Contribution Plan		Company Contributions to Nonqualified Defined Contribution Plan		Financial Planning/ Income Tax Preparation		Relocation		Tax Gross-up		Amounts Paid in Connection with Termination
Mark Vergnano		20,800		80,637		7,353
Mark Newman		17,335				3,370		2,097		1,927
Paul Kirsch		7,650						23,985		22,033
Bryan Snell		18,320		17,828				110,548		96,690
Chris Siemer		16,713				3,704
Thierry Vanlancker		82,442										1,019,100

(8)

Mr. Vanlancker is paid in Swiss francs (CHF). For fiscal year 2016, compensation amounts have been converted to United States dollars using the foreign exchange rate in effect December 31, 2016: CHF 1.00 to USD 0.972006.

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2016 Grants of Plan-Based Awards

The following table provides information on AIP awards, PSUs, Stock Options, and RSUs granted in 2016 to each NEO. For a complete understanding of the table, refer to the footnotes that follow.

						Estimated Possible Payouts Under Nonequity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards; Number of Shares of Stock or Units (#)		All Other Option Awards; Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($)			Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date		Action Date		Description	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($)			Grant Date Fair Value of Stock and Option Awards ($)
Mark Vergnano					2016 AIP		585,000		1,170,000		2,340,000
		3/1/2016		2/23/2016	Stock Options																543,944		$	5.40		$	1,713,424
		3/1/2016		2/23/2016	PSU								155,336		310,672		621,344									$	1,895,099(1)
Mark Newman					2016 AIP		229,600		459,200		918,400
		3/1/2016		2/23/2016	Stock Options																166,089		$	5.40		$	523,180
		3/1/2016		2/23/2016	PSU								47,431		94,862		189,724									$	578,658(1)
Paul Kirsch					2016 AIP		206,250		412,500		825,000
		6/1/2016		4/26/2016	Stock Options																41,308		$	8.80		$	240,000
		6/1/2016		4/26/2016	PSU								20,455		40,910		81,820									$	249,551(1)
		6/22/2016		4/26/2016	RSU														81,819							$	720,007
Bryan Snell					2016 AIP		150,000		300,000		600,000
		3/1/2016		2/23/2016	Stock Options																110,726		$	5.40		$	348,787
		3/1/2016		2/23/2016	PSU								31,621		63,242		126,484									$	385,776(1)
Chris Siemer					2016 AIP		97,500		195,000		390,000
		3/1/2016		2/23/2016	Stock Options																62,283		$	5.40		$	196,191
		3/1/2016		2/23/2016	PSU								17,787		35,574		71,148									$	217,001(1)
		8/2/2016		8/2/2016	RSU										56,562											$	500,008(2)
Thierry Vanlancker					2016 AIP(3)		164,463		328,927		657,854
		3/1/2016		2/23/2016	Stock Options																48,523		$	5.40		$	152,847
		3/1/2016		2/23/2016	PSU								13,857		27,715		55,430									$	169,062(1)

(1)

The maximum probable payment as of the grant date is 200% of the target award value.

(2)

The maximum probable payment as of the grant date is equal to the grant date fair value of the award.

(3)

Mr. Vanlancker is paid in Swiss francs (CHF). The 2016 AIP amounts have been converted to United States dollars using the foreign exchange rate in effect December 31, 2016: CHF 1.00 to USD 0.972006.

Nonequity incentive plan awards are short-term incentives that may be earned under the 2016 AIP.

Equity incentive plan awards are PSUs corresponding to a three-year performance period, FY2016 – FY2018. The NEOs may earn 50% of the target award upon attainment of threshold performance and up to 200% of the target award upon attainment of maximum performance. Performance outcomes will be determined following the conclusion of the performance period. Dividend equivalent units will be applied to the actual number of shares earned.

Stock Options feature three-year equal ratable vesting and a ten-year term. Exercise price is equal to the fair market value of a share of Chemours common stock on the grant date. Stock Options are not credited with dividend equivalent units.

The RSUs granted to Mr. Kirsch vest in three annual installments; 40% after one year, an additional 40% after two years and the final 20% after three years. Dividend equivalent units are applied to the outstanding RSUs.

The performance-based RSUs granted to Mr. Siemer can be earned in 25% increments as performance goals related to the execution of the transformation plan are achieved. Dividend equivalent units are earned and applied to the outstanding RSUs commensurate with the actual number of shares earned. RSUs not earned at the conclusion of the performance period will be cancelled.

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Outstanding Equity Awards at 2016 Fiscal Year-End

The following table shows the number of shares underlying exercisable and unexercisable options and unvested and, as applicable, unearned RSUs and PSUs (in each case denominated in shares of Chemours common stock) held by each of the NEOs at December 31, 2016. Market or payout values in the table below are based on the closing price of Chemours common stock as of December 30, 2016: $22.09.

Upon completion of the Separation and in accordance with the Employee Matters Agreement, the NEOs received replacement Chemours RSU and Stock Option awards in respect of their DuPont RSU and stock option awards. Such awards include all RSU and Stock Option awards with a grant date prior to July 1, 2015.

			Number of Securities Underlying Unexercised Options(1)				Option Exercise Price ($)			Option Expiration Date		Shares or Units of Stock that Have Not Vested(2)					Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights that Have Not Vested(3)
Name	Grant Date		Exercisable (#)		Unexercisable (#)		Option Exercise Price ($)			Option Expiration Date		Number (#)		Market Value ($)			Number (#)		Market or Payout Value ($)
Mark Vergnano		3/1/2016				543,944		$	5.40		3/1/2026							155,336		$	3,421,372
		8/5/2015											107,375		$	2,371,914
		7/6/2015				331,231		$	16.04		7/5/2025
		7/6/2015											85,178		$	1,881,582
		2/4/2015		66,040		132,081		$	18.449414		2/3/2022		22,701		$	501,465
		2/5/2014		102,262		51,130		$	15.487100		2/4/2021		12,689		$	280,300
		2/6/2013		220,759				$	11.869273		2/5/2020
		2/6/2012		200,151				$	12.955122		2/5/2019
Mark Newman		3/1/2016				166,089		$	5.40		3/1/2026							47,431		$	1,047,751
		8/4/2015											61,194		$	1,351,775
		7/6/2015				197,161		$	16.04		7/5/2025
		2/4/2015		35,891		71,784		$	18.449414		2/3/2022		12,338		$	272,546
		11/11/2014											31,043		$	685,740
Paul Kirsch		6/22/2016											82,095		$	1,813,479
Paul Kirsch		6/1/2016				41,308		$	8.80		06/1/2026							20,455		$	451,851
Bryan Snell		3/1/2016				110,726		$	5.40		3/1/2026							31,621		$	698,508
		8/4/2015											40,795		$	901,162
		2/4/2015		12,634		25,268		$	18.449414		2/3/2022		4,344		$	95,959
		2/5/2014		18,894		9,447		$	15.487100		2/4/2021		2,345		$	51,801
		2/6/2013		11,878				$	11.869273		2/5/2020
Chris Siemer		8/2/2016																56,752		$	1,253,652
		3/1/2016				62,283		$	5.40		3/1/2026							17,787		$	392,915
		8/4/2015											22,948		$	506,921
		2/4/2015		9,476		18,953		$	18.449414		2/3/2022		3,258		$	71,969
		2/5/2014		15,583		7,790		$	15.487100		2/4/2021		1,935		$	42,744
		2/6/2013		28,082				$	11.869273		2/5/2020
		2/6/2012		17,909				$	12.955122		2/5/2019
		2/2/2011		15,088				$	12.972635		2/1/2018
Thierry Vanlancker		3/1/2016				48,523		$	5.40		7/31/2017							13,857		$	306,101
		8/4/2015											20,397		$	450,570
		7/6/2015				55,206		$	16.04		7/31/2017
		2/4/2015		10,050		10,051		$	18.449414		7/31/2017
		2/5/2014		17,046		8,522		$	15.487100		7/31/2017
		2/6/2013		32,678				$	11.869273		7/31/2017

(1)

The following table provides the vesting schedules of Stock Options outstanding as of December 31, 2016:

Grant Date			Outstanding Vesting Dates
3/1/2016			Vests in equal installments on March 1, 2017, 2018 and 2019
6/1/2016			Vests in equal installments on June 1, 2017, 2018 and 2019
7/6/2015			Balance vests on March 1, 2018
2/4/2015			Vests in equal installments on February 4, 2017 and 2018 (with the exception of Thierry Vanlancker for whom the balance vests on February 4, 2017)
2/5/2014			Balance vests on February 5, 2017

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(2)

The following table consists solely of RSUs outstanding as of December 31, 2016. The following table provides the vesting schedules for such RSUs, including dividend equivalent units:

Grant Date			Outstanding Vesting Dates
6/22/2016			Balance vests forty percent (40%) on June 1, 2017, forty percent (40%) June 1, 2018 and twenty percent (20%) June 1, 2019
8/5/2015			Balance eligible to vest August 5, 2018 subject to the satisfaction of performance conditions
8/4/2015			Balance eligible to vest August 4, 2018 subject to the satisfaction of performance conditions
7/6/2015			Balance vests on March 1, 2017
2/4/2015			Vests in equal installments on February 4, 2017 and 2018
11/11/2014			Balance vests on November 11, 2017
2/5/2014			Balance vests on February 5, 2017

(3)

The following table provides the vesting schedules for unearned Equity Incentive Plan Awards (performance-based RSUs and PSUs) with outstanding vesting dates as of December 31, 2016:

Grant Date			Outstanding Vesting Dates
8/2/2016			Balance eligible to vest in 25% increments on four successive quarterly measurement dates beginning March 31, 2017 and ending December 31, 2017 subject to the satisfaction of performance conditions
6/1/2016			Performance period ending December 31, 2018
3/1/2016			Performance period ending December 31, 2018

The number of PSUs reported is based on achievement of threshold performance. Cumulative performance to date, as of the last completed fiscal year, does not exceed threshold.

The plan provides for a payout range of 0% to 200% and dividend equivalent units are applied subsequently to the final performance determination.

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Option Exercises and Restricted Stock Vested

The table below identifies the number of shares of Chemours common stock acquired upon the exercise of Stock Options and the vesting of RSUs during 2016:

	Option Awards				Stock Awards(1)
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Mark Vergnano		—		—		121,694		$	607,915
Mark Newman		—		—		37,106		$	668,975
Paul Kirsch		—		—		—		$	—
Bryan Snell		—		—		7,434		$	31,495
Chris Siemer		—		—		5,861		$	24,813
Thierry Vanlancker		—		—		38,005		$	274,471

(1)

Represents the number of RSUs vesting in 2016. The value realized upon vesting is computed by multiplying the number of units by the value of the underlying shares on the vesting date.

Pension Benefits (as of fiscal year ended December 31, 2016)

The table below shows the present value of accumulated benefits for the NEOs under retirement plans. For a complete understanding of the table, refer to the narrative discussion that follows:

Name

Plan Name

Number of
Years of
Credited Service(1)

Present Value of
Accumulated
Benefit