Joseph Kava
ChemoursAbout Joseph D. Kava
Independent director since 2025 (age 57), appointed January 3, 2025. Kava is Vice President, Data Centers at Google, with 30+ years across data centers and semiconductors; BS in Materials Engineering (Cal Poly, San Luis Obispo) and four U.S. patents in reactive ion/plasma etch. He serves on Chemours’ Audit Committee and Nominating & Corporate Governance Committee; the Board has determined he is independent under NYSE standards. No related-party transactions or family relationships were disclosed; standard director indemnification applies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vice President, Data Centers | 2008–present | Oversight of site selection, design, construction, operations, power purchasing, EHS, sustainability; advanced, efficient data center operations | |
| RagingWire Enterprise Solutions | Chief Operating Officer | 2006–2008 | End-to-end design, construction, facility operations, managed services, business planning |
| Applied Materials | Various leadership roles in Etch Product Group, IT/Operations | 1998–2006 | Product development, service/field operations, global operations; IT strategy |
| LSI Logic | Process Engineer, Etch Engineering Group | 1991–1992 | Semiconductor process engineering |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Sean Brock Foundation | Board member | 2014–present | 501(c)(3) board service |
| The Tech Interactive | Board member | 2012–present | STEAM education nonprofit board service |
| Public company boards | None | — | No current public company directorships |
Board Governance
| Attribute | Details |
|---|---|
| Board committees | Audit; Nominating & Corporate Governance (NCG) |
| Committee chair roles | None; Audit Chair rotation to Alister Cowan after 2025 Annual Meeting |
| Independence | Independent director (Board concluded all non-employee nominees, incl. Kava, are independent) |
| Attendance/engagement | Board met 19 times in FY2024; each director met ≥75% aggregate Board/committee meetings; executive sessions of independent directors at each regularly scheduled Board meeting; directors visit facilities and have access to management |
| Committee cadence | Audit met 18 times in 2024; NCG met 5 times in 2024 |
| Shareholder engagement | Independent directors led outreach; met holders of ~50% of shares outstanding in 2024 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard non-employee director retainer; deferrable under Directors Deferred Compensation Plan |
| Annual equity award | $160,000 | Shares or DSUs valued at grant; DSUs accrue dividend equivalents; convert to shares upon departure or selected anniversary |
| Meeting fees | None | Company reimburses reasonable expenses for Board service |
| Chair/committee chair retainers | Board Chair $150,000; Audit Chair $22,500; CLDC Chair $17,500; NCG Chair $17,500; EHS&O Chair $17,500 | Payable in cash; deferrable |
Kava will receive compensation per the standard non-employee director program disclosed in the proxy; the 8-K confirms he will be compensated in accordance with this plan .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance-linked equity (PSUs/Options) | Not used for directors | Non-employee director equity is shares or DSUs; no performance-vesting metrics disclosed for directors |
| Clawbacks on director pay | Not disclosed | Company adopted executive officer clawback policy; no specific director clawback policy disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Interlocks with Chemours competitors/suppliers/customers | None disclosed; NCG oversees related-person transactions |
| Related-party exposure | 8-K states no Item 404(a) related-person transactions, arrangements or family relationships for Kava |
Expertise & Qualifications
- Technology and data center operations: deep expertise in design, construction, operations, procurement, EHS, and sustainability for hyperscale data centers; relevant to Chemours end-markets (cooling, advanced materials) .
- R&D and semiconductor process: prior roles at Applied Materials and LSI Logic; holds four U.S. patents in reactive ion/plasma etch .
- Global operations and supply chain: broad operations leadership across IT and product groups; sustainability integration into operations .
- Governance fit: placed on Audit and NCG, aligning tech/cyber/risk oversight and governance refresh priorities .
Equity Ownership
| Holder | Direct | Indirect | Right to Acquire (60 days) | Total | % of Class |
|---|---|---|---|---|---|
| Joseph D. Kava | — | — | — | — | * |
- Director stock ownership guidelines: minimum holding equal to 6× cash retainer (while serving); five years to attain; all non-employee directors either meet or are on track .
- Anti-hedging/anti-pledging: policy prohibits hedging/derivatives and pledging Chemours securities; officers/directors must comply .
Governance Assessment
- Board effectiveness: Kava’s appointment adds data center and semiconductor domain expertise supportive of Chemours’ growth pillars (e.g., thermal management, low-GWP refrigerants, advanced materials). His placement on Audit and NCG strengthens oversight of cybersecurity, financial reporting, and governance practices .
- Independence and conflicts: Board affirmed independence; 8-K confirms no related-party ties and standard indemnification; he is not party to transactions requiring Item 404(a) disclosure .
- Alignment signals: Director pay mix balances cash retainer with equity (shares/DSUs) plus strict ownership guidelines and anti-hedging/pledging. As a new director, he had no beneficial ownership reported as of Feb 28, 2025; expectation is guideline attainment within five years, consistent with policy .
- Engagement and attendance: Board recorded high activity in 2024 (19 meetings), committee cadence robust; directors expected to attend ≥75% and engage in executive sessions each regularly scheduled meeting, with independent directors leading shareholder outreach (~50% of shares engaged) .
- RED FLAGS: None disclosed specific to Kava. Watch item: initial absence of share ownership (common for newly appointed directors) — monitor progress toward 6× retainer ownership guideline over the five-year compliance window .