Gerardo Familiar
ChemoursAbout Gerardo Familiar
Gerardo Familiar is President, Advanced Performance Materials (APM) at Chemours, appointed effective April 1, 2023 after leading the Chemours Hydrogen Venture and prior senior roles in Thermal & Specialized Solutions (TSS), Investor Relations, and Chemours Mexico . He holds a BS in Industrial Engineering (Universidad Iberoamericana) and an MBA (ITAM), with executive development at Wharton . The company’s 2023 annual report lists him as age 48 and notes his appointment in March 2023 . In 2024 under his segment leadership, APM Net Sales were $1.3B and Adjusted EBITDA $161M amid end‑market weakness; APM completed a Teflon PFA expansion enabling growth in semiconductors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chemours | President, Advanced Performance Materials | Apr 2023–Present | Led PFA capacity expansion for semiconductors; repositioned APM portfolio |
| Chemours | General Manager, Hydrogen Venture | 2022–Mar 2023 | Built strategy and organizational capabilities for hydrogen portfolio |
| Chemours | Senior Director, Global Strategy/Marketing/Regulatory (TSS) | N/A | Led global strategy in refrigerants and specialty solutions |
| Chemours | Investor Relations Director; President, Chemours Mexico | N/A | Led investor engagement; managed country operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ANIQ (National Chemical Industry Association, Mexico) | Executive Board Member | N/A | Industry advocacy and policy engagement |
| United Way Mexico | Executive Board Member | N/A | Community impact and philanthropy |
| ICC Mexico | Executive Board Member | N/A | International trade and policy forums |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $473,333 |
| Salary at 12/31/2024 ($) | $475,000 |
| Target Bonus % | 70% (raised from 60% in 2023) |
| Actual AIP Achievement % (APM plan) | 56.4% |
| Actual AIP Payout ($) | $187,530 |
| Other Compensation ($) | $29,291 (includes $21,700 qualified plan contribution; $7,591 financial planning/tax prep) |
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Funding |
|---|---|---|---|---|---|---|
| Chemours Adjusted EBITDA | 50% | $818M | $1,004M | $1,190M | $844M | 28% |
| Chemours Discretionary Free Cash Flow | 10% | $193M | $370M | $556M | $213M | 6% |
| Chemours Net Working Capital Days (Avg) | 10% | 76.3 | 69.3 | 62.3 | 73.5 | 7% |
| Sustainability – GPTW Score | — | 71% | 75% | 77% | 68% | 0% |
| Sustainability – Energy Efficiency | — | 1.3 | 1.75 | 2.8 | 1.73 | 5% |
| APM Adjusted EBITDA (BU metric) | 20% | $159M | $199M | $238M | $161M | 11% |
| APM AIP Outcome | — | — | — | — | — | 56.4% |
Notes:
- 2024 AIP design prioritized Corporate metrics (80%) and BU metric (20%), with leading metric Adjusted EBITDA at 50% weight .
- CLDC permitted adjustments for extraordinary items (e.g., Mexico drought mandate, TT transformation costs, asbestos reserve true-up) in Corporate metrics; BU COM targets confidential .
2024–2026 LTIP design and 2024 grants
- PSUs measured on EVA (70%) and rTSR (30%) over 3 years; max 200% payout .
- PSOs (exercise price = grant price +10% premium), NQSOs, and RSUs vest annually in three equal installments over 3 years; options have 10-year terms .
| Vehicle | Grant Date | Shares/Units | Exercise Price | Grant Date FV ($) | Notes |
|---|---|---|---|---|---|
| RSU | May 8, 2024 | 5,909 | — | $162,498 | 3-year ratable vest |
| NQ Stock Options | May 8, 2024 | 15,807 | $27.50 | $162,496 | 10-year term; 3-year ratable vest |
| PSO | May 8, 2024 | 16,439 | $30.25 | $165,212 | 10% premium over grant price; 3-year ratable vest |
| PSU (target) | May 8, 2024 | 5,909 | — | $193,638 | EVA/rTSR; 3-year performance |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Direct) | 5,831 shares |
| Right to Acquire within 60 days | 31,502 shares (primarily options/units) |
| Total Beneficial Ownership | 37,333 shares; less than 1% of outstanding |
| Stock Ownership Guidelines | Other NEOs must hold 3x salary; 5-year compliance horizon; retain 100% of net shares until compliant |
| Compliance Status | All applicable NEOs satisfied or on track |
| Hedging/Pledging | Prohibited (hedging, pledging, short sales, derivatives, margin accounts) |
| Option Exercises in 2024 | None; RSU/PSU vesting 4,699 shares; value $104,518 |
Outstanding Equity Awards at FY 2024 year-end (selected)
| Award | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs (#/$) | Unearned PSUs (#/$) |
|---|---|---|---|---|---|---|---|
| PSO | 5/8/2024 | — | 16,439 | $30.25 | 5/8/2034 | 6,053 / $102,291 | 6,133 / $103,654 |
| NQSO | 5/8/2024 | — | 15,807 | $27.50 | 5/8/2034 | — | — |
| NQSO | 3/1/2023 | 1,302 | 2,604 | $34.84 | — | — | — |
| RSU (8/1/2023 etc.) | Various | — | — | — | — | 5,509 (market value at 12/31/2024) | — |
Market values based on $16.90 closing price on 12/31/2024 .
Employment Terms
- Severance policy: Under the Senior Executive Severance Plan, upon change in control and a qualifying termination within two years (double trigger), NEOs receive a lump sum of 2x salary + target annual bonus, pro‑rated target bonus for year of termination, and up to two years of continued health/dental and outplacement; CEO receives 3x multiples; no tax gross‑ups . Equity treatment: if awards are not assumed/substituted, options/RSUs vest in full and PSUs vest at target; if assumed/substituted, service vesting continues and PSUs deemed at target subject to service vesting .
- Clawback: Executive Officer clawback compliant with SEC Rule 10D‑1/NYSE, covers incentive‑based compensation including stock price/TSR metrics, with recoveries based on restated financials or reasonable estimates .
- Restrictive covenants: Non‑competition and non‑solicitation for 12 months (NEOs) and 18 months (CEO) under change‑in‑control severance plan .
- Deferred compensation: RSRP (nonqualified defined contribution) and MDCP permit deferrals of salary/AIP and equity; company matches up to 6% of deferrals; non‑elective contributions vest after three years .
Compensation Structure Analysis
- AIP/bonus leverage: Target AIP increased from 60% to 70% in 2024 for Familiar, moving more pay at‑risk .
- LTIP mix and target: LTIP target increased from $475,000 to $650,000 in 2024, with equal weighting across PSUs, PSOs, NQSOs, RSUs; performance‑weighted equity at 75% reinforces pay for performance .
- Metric changes: LTIP PSU moved from Adjusted Net Income to EVA (70%) plus rTSR (30%), increasing emphasis on capital efficiency; 2022–2024 PSU paid 0% due to under‑threshold performance on legacy metrics .
- Governance features: No option repricing; anti‑hedging/pledging; robust stock ownership guidelines; Board retains negative discretion; no tax gross‑ups (except relocation/international assignments) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 2024 advisory vote approved with 94.5% support; 5‑year support averaged ~95% (2020–2024: 94%, 94%, 95%, 96%, 95%) .
- Governance outreach: Board undertook broad shareholder engagement (~50% of shares) and re‑submitted proposal to eliminate supermajority vote provisions, with enhanced solicitation efforts .
Investment Implications
- Strong alignment and retention: Increased AIP/LTIP targets, 75% performance‑weighted LTIP, and EVA/rTSR metrics align incentives with improving capital efficiency and shareholder returns; three‑year vesting schedules support retention .
- Near‑term payout sensitivity: APM’s 2024 AIP outcome at 56.4% reflects segment weakness; lower cash bonus suggests limited immediate selling pressure, corroborated by no option exercises in 2024 for Familiar and modest RSU/PSU vesting .
- Risk posture: Anti‑hedging/pledging, clawback compliance, and absence of tax gross‑ups reduce governance red flags; double‑trigger CoC with equity acceleration if not assumed/substituted is standard but creates event‑driven payout sensitivity .
- Execution watch‑items: APM end‑market cyclicality and return to EVA targets will be key; successful PFA ramp into semiconductors and segment EBITDA recovery would drive LTIP realizations; 0% payout on prior PSU cycle underscores performance hurdle rigor .