George Brokaw
ChemoursAbout George R. Brokaw
Independent director nominee at The Chemours Company with 30+ years in finance, capital markets, and special situations investing. Age 57; background as a private investor, former hedge fund/private equity principal, and Lazard M&A managing director. Education: BA, Yale; JD/MBA, University of Virginia (Law & Darden); member of the New York Bar. New director nominee (2025), expected to bring M&A, risk management, and governance experience to CC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Investor | Principal | Since 2014 | Special situations and capital markets expertise |
| Highbridge Principal Strategies | Managing Director | 2012–2014 | Led investments; risk management focus |
| Perry Capital LLC | Managing Director; Head of Private Equity | 2005–2012 | Led PE deals; cross‑border transactions |
| Lazard Frères & Co. | Managing Director, M&A | 1996–2005 | Complex cross‑border advisory; capital structure optimization |
| Dillon Read & Co. | Associate, M&A | 1994–1996 | Early career in investment banking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EchoStar | Director | Since 2023 | Public board experience |
| CTO Realty Growth | Director; Vice Chairman | Since 2018; Vice Chair since 2021 | Capital allocation oversight |
| Alico, Inc. (agribusiness) | Director; Chair | Since 2013; Chair 2022–2025 | Strategic and governance leadership |
| Dish Network Corporation | Director | 2013–2023 | Corporate governance; risk oversight |
Board Governance
- Independence: The Board determined all non‑employee nominees, including George R. Brokaw, are independent under NYSE standards and Chemours Corporate Governance Guidelines .
- Committee assignments: As a new director nominee, committee memberships are not yet listed; CC’s standing committees are Audit, Compensation & Leadership Development (CLDC), Nominating & Corporate Governance (NCG), and Environmental, Health, & Safety & Operational Performance (EHS&O) .
- Attendance and engagement: In 2024 the Board met 19 times; each current director attended at least 75% of Board/committee meetings. New nominees have no attendance record yet .
- Governance protections: Anti‑hedging and anti‑pledging policies for directors; stock ownership and holding requirements; majority voting/resignation policy; executive sessions of independent directors at each regular meeting .
Fixed Compensation (Director Pay Structure)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $105,000 | No meeting fees; reimbursed reasonable Board‑service expenses |
| Annual Equity Award | $160,000 | Shares or DSUs; grant value at grant date; dividend equivalents accrue on DSUs |
| Non‑Executive Chair Retainer | $150,000 | Applies to Board Chair (not director nominees) |
| Audit Committee Chair | $22,500 | Cash; eligible for deferral |
| CLDC Chair | $17,500 | Cash; eligible for deferral |
| NCG Chair | $17,500 | Cash; eligible for deferral |
| EHS&O Chair | $17,500 | Cash; eligible for deferral |
| Deferral Programs | N/A | Cash fees and equity may be deferred into interest‑bearing cash or DSUs; unsecured obligation of the Company |
Performance Compensation (Directors)
| Item | Detail |
|---|---|
| Performance Conditions | None; director equity is granted as common shares or DSUs without performance conditions |
| DSU Settlement | Converts into shares upon Board departure or on a grant‑date anniversary selected by director; dividend equivalents credited as additional DSUs prior to conversion |
Other Directorships & Interlocks
- Current public company boards: EchoStar; CTO Realty Growth (Vice Chair); Alico, Inc. (Chair 2022–2025) .
- Prior board: Dish Network Corporation (2013–2023) .
- Related‑party/transactions: NCG oversees related‑person transactions; to the Company’s knowledge, since FY2024 no related person had a material interest in Company business transactions or relationships .
Expertise & Qualifications
- Finance, M&A, capital markets: Led complex cross‑border transactions, capital raises, LBOs, restructurings across US/EU/Asia .
- Risk management: Special situations investing across cycles; governance practices supporting value creation .
- Litigation/governance: Oversight of special litigation committees; deep corporate governance experience across multiple public boards .
Equity Ownership (Alignment)
| Holder | Direct | Indirect | Right to Acquire | Total | % of Class |
|---|---|---|---|---|---|
| George R. Brokaw (Nominee) | — | — | — | — | <1% (none) |
- Director ownership guidelines: Non‑employee directors must hold ≥6× cash retainer in stock/DSUs; 5 years to achieve threshold; all current non‑employee directors either meet or are on track; new directors have a five‑year runway .
- Hedging/pledging: Prohibited for directors; pledging requires special exception; insider trading policy applies .
Governance Assessment
- Board effectiveness: Brokaw’s deep finance/M&A and special situations background strengthens CC’s capital allocation, risk oversight, and strategic planning at a time of internal control remediation and strategy refresh .
- Independence/committee rigor: All committees are fully independent; NCG screens related‑party transactions; Audit Committee oversees cybersecurity and financial reporting; CLDC reviews incentive risk and uses independent consultant Farient .
- Shareholder alignment: Robust director ownership/holding requirements and anti‑hedging/pledging; Board again proposed eliminating supermajority voting provisions to enhance shareholder rights .
- Investor confidence signals: 5‑year average say‑on‑pay support ~94.8% and consistent 2020–2024 approval in the mid‑90s, indicating broad support for compensation governance; committees conduct annual self‑evaluations and director peer assessments .