Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Leadership Transition
On June 3, 2021, The Chemours Company ("Chemours" or the "Company") issued a
press release announcing that Mark Vergnano, President and Chief Executive
Officer of the Company, plans to retire from his position effective July 1, 2021
and that the Company has selected Mark E. Newman, who currently serves as the
Company's Chief Operating Officer, to succeed Mr. Vergnano as the Company's
President and Chief Executive Officer and to join the Board of Directors of the
Company (the "Board"), in each case effective July 1, 2021. Upon Mr. Vergnano's
retirement as President and Chief Executive Officer, Mr. Vergnano will continue
to serve as a member of the Board, and he will also serve as Chairman of the
Board effective July 1, 2021 until December 31, 2021. In this new role, Mr.
Vergnano will succeed Richard Brown, Chairman of the Board, who provided notice
to the Company that he plans to retire from the Board and from his role as
Chairman, effective as of July 1, 2021. Mr. Brown's retirement is not a result
of any disagreement with the Company relating to the Company's operations,
policies or practices. The Company also announced that effective July 1, 2021,
the Board has appointed Dawn Farrell to serve as the Lead Independent Director
of the Board until December 31, 2021. As previously disclosed, the Company has
determined that Ms. Farrell qualifies as independent under the Company's
Corporate Governance Guidelines and under the listing standards of the New York
Stock Exchange.
Employment Transition Agreement with Mr. Vergnano
In connection with his retirement as President and Chief Executive Officer, the
Company and Mr. Vergnano entered into a retirement and advisory services
agreement (the "Employment Transition Agreement") providing for Mr. Vergnano to
provide transitional assistance to the Company from July 1, 2021 through
December 31, 2021. In connection with the performance of such transitional
assistance to the Company, Mr. Vergnano will receive (i) a pro-rata bonus for
the period ending on July 1, 2021 based on actual performance pursuant to the
Company's Annual Incentive Plan, (ii) continued vesting of all outstanding
restricted stock units and stock options pursuant to the terms and conditions
provided for in the individual award agreements and (iii) pro-rata vesting of
performance-based restricted stock units for the period ending December 31, 2021
based on actual performance during the performance period. As non-executive
Chairman of the Board, and consistent with the Company's director compensation
program for non-employee directors, Mr. Vergnano will receive an annual cash
retainer of $100,000, an award of fully vested shares of Company common stock
having a grant date value of $145,000, and an annual retainer of $110,000 in
respect of his service as non-executive Chairman of the Board for the period
from July 1, 2021 through December 31, 2021.
The foregoing description of the Employment Transition Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Employment Transition Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Mr. Newman's Appointment as President and Chief Executive Officer
Mark Newman, age 57, joined the Company in 2014 as Senior Vice President and
Chief Financial Officer and since 2019 has served as Chief Operating Officer of
the Company with responsibility over the Company's global commercial
businesses. Prior to joining the Company, he was Senior Vice President and Chief
Financial Officer of SunCoke Energy, Inc. ("SunCoke") and led its financial,
strategy, business development, and information technology functions. Prior to
joining SunCoke, Mr. Newman served as Vice President - Remarketing and Managing
Director of SmartAuction, Ally Financial, Inc. (previously, the General Motors
Acceptance Corporation). Mr. Newman began his career at the General Motors
Company in 1986 as an Industrial Engineer and progressed through several
financial and operational leadership roles within the global automaker,
including: Vice President and Chief Financial Officer of Shanghai General Motors
Limited; Assistant Treasurer of General Motors Corporation; and, Vice President
- North America and Chief Financial Officer. Mr. Newman is also a member of the
board of directors of Altria Group, Inc., a position he has held since February
2018. Mr. Newman's assumption of the position of President and Chief Executive
Officer of the Company, in which capacity he will provide leadership of the
Company, led to the conclusion that he should serve as a director of the
Company.
In connection with his appointment as President and Chief Executive Officer,
effective July 1, 2021 (i) Mr. Newman's base salary will be $975,000, (ii) he
will be eligible to earn a target bonus at 120% of base salary, and (iii) he
will be eligible to receive long-term equity incentive awards comprised of (x)
time-vesting restricted stock units (10%), (y) performance-based restricted
stock units (50%) and (z) stock options (40%) having an aggregate grant date
value of $4,300,000 (assuming target performance for the performance-based
restricted stock units). In addition, in respect of his service as President
and Chief Executive Officer for the remainder of 2021 Mr. Newman will receive a
one-time grant of (x) time-vesting restricted stock units (10%), (y)
performance-based restricted stock units (50%) and (z) stock options (40%)
having an aggregate grant date value of $1,400,000 (assuming target performance
for the performance-based restricted stock units). Mr. Newman will continue to
participate in the Chemours' Senior Executive Severance Plan and in the other
benefit plans offered to executive officers.
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There are no arrangements or understandings between Mr. Newman and any other
persons in connection with his appointments. Mr. Newman does not have any family
relationships with any executive officer or director of Chemours and he is not a
party to any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. Description of Exhibit
10.1 Employment Transition Agreement between Mark Vergnano and the
Company, dated as of June 2, 2021.
99.1 Press Release of the Company, dated as of June 3, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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