Courtney Mather
ChemoursAbout Courtney Mather
Courtney R. Mather, age 48, is a 2025 director nominee at The Chemours Company (CC). He is CEO and CIO of Vision One Fund, LP (since 2021), previously Portfolio Manager and Managing Director at Icahn Capital LP (2014–2020), and Managing Director at Goldman Sachs (1998–2012). He holds a BA from Rutgers College and professional designations CAIA, CFA, and FRM; the Board determined he is independent and expects him to contribute to oversight of financial reporting, risk management, and capital allocation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vision One Fund, LP | Chief Executive Officer & Chief Investment Officer | 2021–Present | Investor perspective; value creation focus |
| Icahn Capital LP | Portfolio Manager & Managing Director | 2014–2020 | Strategic advice to public companies; capital markets expertise |
| Goldman Sachs & Co. LLC | Managing Director | 1998–2012 | Private credit trading/investing; accounting/financial analysis expertise |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caesars Entertainment Corporation | Director | 2019–Present | Public company directorship |
| Triumph Group, Inc. | Director | 2023–Present | Public company directorship |
| Newell Brands Inc. | Director | 2018–2024 | Public company directorship |
| Cheniere Energy Inc. | Director | 2018–2021 | Public company directorship |
| Conduent Inc. | Director | 2016–2021 | Public company directorship |
| Herc Holdings Inc. | Director | 2016–2019 | Public company directorship |
| Freeport-McMoRan Inc. | Director | 2015–2019 | Public company directorship |
| Federal-Mogul Holdings Corporation | Director | 2015–2017 | Public company directorship |
| Viskase Companies, Inc. | Director | 2015–2016 | Public company directorship |
| American Railcar Industries Inc. | Director | 2014–2016 | Public company directorship |
| CVR Refining LP | Director | 2014–2016 | Public company directorship |
| CVR Energy Inc. | Director | 2014–2016 | Public company directorship |
Board Governance
- Status: New director nominee for the 2025 annual meeting; Board determined he is independent .
- Board composition and refresh: Directors elected annually; majority voting; independent chair; 11 of 12 nominees are independent; anti-hedging and anti-pledging policies in place .
- Committees: Not yet assigned; nominee expected to contribute to oversight of financial reporting, risk management, and capital allocation based on skills .
- Attendance norms: Board met 19 times in FY2024; each director (serving in 2024) attended ≥75% of Board/committee meetings; new directors undergo formal orientation and continuing education .
- Board size/succession: Temporarily at 12 to ensure continuity; target size expected to be reduced by the 2026 annual meeting .
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Effective Jan 1, 2024; payable in cash (deferrable) |
| Annual equity award | $160,000 | Grant-date value in shares or DSUs; rounded down to whole shares |
| Non‑Executive Chair retainer | $150,000 | Additional cash retainer |
| Audit Committee Chair retainer | $22,500 | Additional cash retainer |
| CLDC Chair retainer | $17,500 | Additional cash retainer |
| NCG Chair retainer | $17,500 | Additional cash retainer |
| EHS&O Chair retainer | $17,500 | Additional cash retainer |
| Meeting fees | $0 | No meeting fees; reasonable expenses reimbursed |
| Deferred compensation | Plan available | Cash/equity deferral into notional accounts or DSUs; interest at avg 30‑yr Treasury; dividend equivalents on DSUs |
Note: As a 2025 nominee, Mather has no 2024 CC director compensation entries; table reflects program terms applicable upon election .
Performance Compensation (Directors)
| Element | Performance Metrics | Vesting/Structure | Notes |
|---|---|---|---|
| Director equity (shares or DSUs) | None for directors | DSUs convert to shares upon departure or selected anniversary; dividend equivalents accrue as DSUs | Annual grant at $160,000; time‑based; no options/PSUs tied to director service |
Chemours’ LTIP performance metrics (EVA 70%, rTSR 30%) apply to executives, not directors; directors receive time‑based equity to align with shareholders .
Other Directorships & Interlocks
- Public company service spans multiple industries (energy, industrials, consumer, mining, transportation), enhancing cross‑sector perspective for CC’s capital allocation and risk oversight .
- Compensation committee interlocks: Chemours disclosed no interlocks among CLDC members in FY2024; CLDC fully independent and uses an independent consultant (Farient) with no conflicts .
Expertise & Qualifications
- Financial expertise: Deep accounting/financial analysis; capital markets; private credit; investment experience (Goldman Sachs MD; Icahn Capital PM/MD) .
- Investor perspective: Track record of supporting/driving value creation at portfolio companies; governance experience across multiple boards .
- Education/credentials: BA (Rutgers); CAIA, CFA, FRM designations .
- Board contribution: Expected valuable insights into financial reporting oversight, risk management, capital allocation; shareholder value creation focus .
Equity Ownership
| Holder | Direct | Indirect | Right to Acquire (60 days) | Total | % of Class |
|---|---|---|---|---|---|
| Courtney R. Mather | — | — | — | — | * (<1%) |
As a director nominee, Mather presently reports no beneficial ownership; CC enforces anti‑hedging/pledging policies and non‑employee director ownership guidelines .
Director Stock Ownership Guidelines
- Requirement: Hold ≥6x cash retainer (i.e., $630,000 worth of CC stock/DSUs) while serving; 5 years to attain from election .
- Compliance: All non‑employee directors either already meet or are on track within five years; Mather will be subject to these guidelines upon election .
Governance Assessment
- Independence and qualifications: Board has affirmatively determined Mather is independent; his capital markets and investor background strengthen oversight of financial reporting, risk, and capital allocation—key to Chemours’ “Pathway to Thrive” pillars and shareholder alignment .
- Ownership alignment: Currently no CC share ownership disclosed; upon election, subject to stringent 6x retainer ownership guidelines within 5 years and anti‑hedging/pledging policies—monitor early accumulation pace as a signal of alignment .
- Compensation alignment: Director pay structure emphasizes equity grants and moderate cash retainers; no meeting fees; deferral plan encourages long‑term alignment—no performance metrics tied to director equity, consistent with governance best practice .
- Engagement and board effectiveness context: Board met 19 times in 2024; directors are expected to attend ≥75% of meetings; rigorous self‑evaluation, director peer assessments, and active refreshment suggest a high‑functioning board environment for onboarding Mather .
- Conflicts/related parties: Proxy discloses no related‑party transactions or compensation committee interlocks; NCG excludes nominees linked to entities providing financial advisory services to the company, reducing conflict risk. Continue monitoring Vision One Fund relationships for any future related‑party exposure (none disclosed) .
- Red flags to watch: Initial zero ownership; multiple external board commitments (ensure within CC’s board‑limit guidelines); confirm committee assignments post‑election to align skills with oversight of audit/CLDC/NCG as indicated by his background .