David Will
ChemoursAbout David Will
David A. Will (age 40) was appointed Controller and Chief Accounting Officer (principal accounting officer) of The Chemours Company effective August 12, 2024, joining during a finance function rebuild and after the company remediated previously identified material weaknesses in internal control over financial reporting as of December 31, 2024 . He previously held senior controllership roles at Copeland and Quaker Houghton, bringing deep accounting and reporting experience to Chemours’ strengthened finance team . Chemours’ 2024 pay programs tied annual incentives primarily to Adjusted EBITDA and cash flow/working capital with added sustainability metrics, and shifted LTIP performance shares to Economic Value Added (EVA) and relative TSR—mechanics that also govern Will’s at‑risk pay opportunity going forward . For context, Chemours delivered FY2024 Net Sales of $5.8B (−5% YoY) and Adjusted EBITDA of $786M (−22% YoY), with corporate AIP achievement at 84.3% for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Copeland LP | Interim Chief Financial Officer | Since Feb 2024 (at time of 8‑K) | Senior finance leadership during transition; prior VP, Global Controller |
| Copeland LP | Vice President, Global Controller | Since Sep 2023 (at time of 8‑K) | Global controllership oversight |
| Quaker Chemical (Quaker Houghton) | VP, Chief Accounting Officer | Mar 2022 – Sep 2023 | Led accounting and reporting as CAO |
| Quaker Chemical (Quaker Houghton) | VP, Global Controller & Principal Accounting Officer | Apr 2021 – Mar 2022 | Global accounting policy and controls |
| Quaker Chemical (Quaker Houghton) | Corporate Controller | Aug 2019 – Apr 2021 | Corporate accounting oversight |
| Quaker Chemical (Quaker Houghton) | Global Assistant Controller | Dec 2014 – Aug 2019 | Global consolidation and reporting |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $410,000 upon appointment (effective Aug 12, 2024) |
| Target Annual Bonus (AIP) | 50% of base salary; pro‑rated from hire date for 2024 |
| Signing Bonus | $325,000 cash |
| Make‑Whole Cash | $150,000 one‑time payment (to be paid March 2025) |
| Target Long‑Term Incentive (LTI) | $300,000 target opportunity |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Outcome
| Metric | Weight | 2024 Outcome/Notes |
|---|---|---|
| Chemours Adjusted EBITDA | 50% | Corporate AIP achievement: 84.3% for 2024; metric‑level outcomes not separately disclosed |
| Corporate Cash Flow Metrics (Discretionary FCF; Avg Net Working Capital Days) | 20% (combined) | Implemented to drive continual cash discipline across 12 months |
| Function/BU‑specific metric | 20% | Corporate functions focused on cost metric; CAO participates in corporate plan |
| Sustainability (Great Place to Work; Energy Efficiency) | Included | Continued alignment with CRC goals |
Notes:
- 2024 AIP was pro‑rated to Will’s 2024 service period per appointment terms .
Long‑Term Incentives (LTI)
| Award/Design | Grant value | Vesting | Notes |
|---|---|---|---|
| Ongoing LTI target | $300,000 | Per annual cycles | Delivered under Chemours’ LTIP architecture |
| 2024 Pro‑rated RSU (time‑based) | $125,000 | 1/3 per year over 3 years | Represents pro‑rated 2024 LTI for partial year |
| 2024 Make‑whole RSU (time‑based) | $250,000 | 1/3 per year over 3 years | To offset forfeited awards from prior employer |
| PSU design (company‑wide 2024–2026) | N/A | End of 3‑yr period | PSUs emphasize EVA (70%) and rTSR (30%) from 2024 cycle |
Historical LTIP performance context:
- 2022–2024 PSU cycle paid 0 shares (both financial metrics below threshold; rTSR modifier not applicable), underscoring pay‑for‑performance rigor .
Equity Ownership & Alignment
- Beneficial ownership: Not disclosed in the 2025 proxy security ownership table (covers directors and NEOs); no Section 16 Form 4 filings for David Will were found in our search window (Jul 1, 2024 – Nov 18, 2025) [functions.ListDocuments returned 0].
- Stock ownership guidelines: Chemours requires stock ownership and holding for executives and directors; proxy details CEO at 5x salary and other NEOs at 3x salary; it also states “Directors and Officers must meet share ownership guidelines” (multiple for non‑NEO officers not specified publicly) .
- Hedging/pledging: Executives are prohibited from hedging, pledging, short sales, derivatives, margin accounts, and short‑term trading, reducing alignment and liquidity risk concerns .
- Clawback: Executive Officer Clawback Policy compliant with SEC Rule 10D‑1/NYSE; recovery of erroneously awarded incentive‑based compensation after restatements; broader misconduct clawback applies company‑wide .
Vesting and potential selling pressure:
- Time‑vested RSUs from 2024 grants vest in equal installments over three years, creating recurring vest dates that could coincide with potential selling windows; insider activity should be monitored via future Form 4s around anniversary dates (no Form 4s located to date) [functions.ListDocuments returned 0].
Employment Terms
| Item | Detail |
|---|---|
| Effective date / Role | Appointed July 23, 2024; effective Aug 12, 2024 as Controller and Chief Accounting Officer (principal accounting officer) |
| Governance / Internal Controls | Chemours remediated all previously identified material weaknesses as of Dec 31, 2024; Will’s hire cited as part of strengthening the finance team and tone at the top |
| Severance / Change‑of‑Control | The 8‑K appointing Will does not disclose individual severance terms. Chemours maintains a double‑trigger Change‑in‑Control severance plan for NEOs (2x salary+target bonus; 3x for CEO), pro‑rated bonus, benefits; and under the 2017 Plan, equity becomes fully vested at target upon qualifying CIC termination—coverage for non‑NEO officers is not specified in public disclosures . |
| Clawback / Policies | Executive Officer Clawback; anti‑hedging/pledging policy in place . |
Performance & Company Context (FY2024)
| Metric | FY 2024 | YoY |
|---|---|---|
| Net Sales | $5.8B | −5% |
| Adjusted EBITDA | $786M | −22% |
| Dividends Paid | $148M | N/A |
| Corporate AIP Achievement | 84.3% | N/A |
| Internal Control Status | Effective as of 12/31/2024 | Remediated weaknesses |
Risk Indicators & Red Flags
- Internal control remediation completed in 2024; enhanced policies and training instituted (improves financial reporting risk posture) .
- Strong policy framework: clawback, anti‑hedging/pledging, stock ownership guidelines (alignment, downside protection) .
- No Form 4s located for Will to date—monitor for upcoming RSU vesting‑related activity [functions.ListDocuments returned 0] .
Investment Implications
- Compensation alignment: Will’s cash AIP exposure is levered to Adjusted EBITDA, cash flow/working capital, and sustainability metrics, while LTIs lean on time‑vested RSUs near‑term (make‑wholes, pro‑rated) with future cycles incorporating EVA/rTSR PSUs, aligning with shareholder value creation and capital efficiency .
- Selling pressure watch: One‑third annual vesting on 2024 RSU awards creates predictable windows for potential insider sales; monitor Section 16 filings around annual grant anniversaries to gauge supply overhang .
- Governance/controls: Completion of control remediation and addition of a dedicated CAO supports reporting quality and reduces execution risk in financial close/compliance—constructive for multiple and debt markets .
- CIC/severance economics: While Will’s individual severance not disclosed, Chemours’ double‑trigger CIC framework and equity acceleration norms for NEOs shape retention/negotiation dynamics in strategic scenarios; applicability to CAO not specified in filings and should be confirmed with future disclosures .