Joseph Martinko
ChemoursAbout Joseph Martinko
Joseph T. Martinko, age 57, is President – Thermal & Specialized Solutions (TSS) at The Chemours Company, a role he has held since July 26, 2023 after serving as interim leader from June 1, 2023; he joined Chemours in 2015 following a career at DuPont (EID) in fluorochemicals and operations roles dating back to 1995 . A 30+ year chemical executive and principal architect of Chemours’ Opteon portfolio, his credentials span global P&L, commercialization, regulatory/advocacy, asset strategy and product management in fluoroproducts . In 2024 under Chemours’ “Pathway to Thrive,” company net sales were $5.8B (-5% YoY) and Adjusted EBITDA $786M (-22% YoY) ; within his TSS segment, low-GWP Opteon refrigerants grew 14% with record Q3 and Q4, though full-year TSS net sales were ~flat at ~$1.8B (-1%) and Adjusted EBITDA declined 16% to $576M amid legacy Freon pricing pressure and higher costs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chemours | President – Thermal & Specialized Solutions | 2023–present | Leads TSS; oversaw 14% Opteon growth and record Q3/Q4 2024; progressed Corpus Christi Opteon YF capacity expansion to meet regulatory-driven demand . |
| Chemours | Senior Business Director, Americas (TSS) | 2019–2023 | Drove strategy and delivered record-breaking regional financial performance; built high-performing team . |
| Chemours | Global Business & Marketing Director – Opteon products | 2015–2019 | Principal architect of Opteon portfolio; led commercialization and market transition to low-GWP solutions across mobile/stationary refrigeration and foams . |
| DuPont (EID) | North America General Manager; global sales/marketing roles, Fluorochemicals; earlier SHE/operations at Chambers Works | 1995–2015 | Broad commercial, regulatory, advocacy, asset/product management and operations leadership across fluoroproducts . |
External Roles
- No external public-company directorships disclosed in Chemours’ executive officer biographies .
Fixed Compensation
| Component | 2024 figure |
|---|---|
| Base salary (as of Dec 31, 2024) | $475,000 |
| Target bonus % of salary | 70% |
| Target bonus $ | $332,500 |
| AIP achievement (TSS plan) | 75.6% |
| Actual 2024 AIP paid | $251,370 |
Performance Compensation
2024 Annual Incentive Plan (AIP) design and outcome (TSS)
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Chemours Adjusted EBITDA (Corporate) | 50% | Not disclosed | Included in plan outcome | — | Cash, annual |
| Discretionary Free Cash Flow (Corporate) | 10% | Not disclosed | Included in plan outcome | — | Cash, annual |
| Net Working Capital Days (avg) (Corporate) | 10% | Not disclosed | Included in plan outcome | — | Cash, annual |
| Sustainability (CRC: Great Place to Work, energy efficiency) | 10% | Not disclosed | Included in plan outcome | — | Cash, annual |
| Business metric: Opteon refrigerants Revenue (TSS) | 20% | Not disclosed | Included in plan outcome | — | Cash, annual |
| Overall AIP result (TSS) | — | 100% of target | 75.6% | $251,370 | N/A |
- CLDC applied limited adjustments for extraordinary items (Mexico drought shutdown, TT transformation costs, asbestos settlements) consistent with plan philosophy; TSS outcome remained 75.6% .
Long-Term Incentive Plan (LTIP) – 2024 grants and plan structure
| Instrument | 2024 grant date | Number granted | Exercise price / Metric | Vesting | Notes |
|---|---|---|---|---|---|
| PSUs (2024–2026) | May 8, 2024 | 5,909 | EVA (70%) + rTSR (30%) | Cliff at end of performance period | 0–200% payout range . |
| Performance Stock Options (PSOs) | May 8, 2024 | 16,439 | $30.25 (10% premium to grant price) | 1/3 per year on May 8, 2025–2027 | Equal LTIP vehicle weighting across PSU/PSO/NQSO/RSU . |
| Nonqualified Stock Options (NQSOs) | May 8, 2024 | 15,807 | $27.50 | 1/3 per year on May 8, 2025–2027 | — |
| RSUs | May 8, 2024 | 5,909 | — | 1/3 per year on Mar 1, 2025–2027 (equal tranches) | — |
Additional alignment facts:
- LTIP mix remained performance-heavy, with equal weighting among PSUs, PSOs, NQSOs, and RSUs; PSUs pivoted from Adjusted Net Income to EVA for 2024–2026 (70% EVA / 30% rTSR) to reinforce capital efficiency .
- 2022–2024 PSU cycle earned 0% (neither metric met threshold; rTSR modifier inapplicable), signaling rigor in targets during a cyclical downturn .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 28, 2025) and award status (as of Dec 31, 2024)
| Item | Amount |
|---|---|
| Direct shares owned | 4,464 |
| Right to acquire within 60 days (options/units) | 33,408 |
| Total beneficial ownership | 37,872 |
| Ownership % of outstanding | <1% |
| Unvested RSUs (shares, 12/31/24) | 6,053; market value $102,291 (at $16.90) |
| Unearned PSUs (target basis, 12/31/24) | 6,133; market value $103,654 (at $16.90) |
Selected options on file (as of 12/31/24):
- 2024 grants: 15,807 NQSOs @ $27.50 exp. 5/8/2034; 16,439 PSOs @ $30.25 exp. 5/8/2034 .
- Older awards include 8,368 options @ $14.43 (3/2/2030), 5,112 @ $24.01 (3/1/2031), 2,308 @ $34.72 (3/1/2027), 3,658 @ $38.02 (3/1/2029), 2,189 @ $48.53 (3/1/2028), 3,875 @ $25.98 (3/1/2032), 1,248 exercisable of 3,743 @ $34.84 (3/1/2033) . At the 12/31/2024 close ($16.90), the $14.43 tranche was in-the-money while tranches with strikes ≥$24.01 were out-of-the-money, reducing near-term exercise-driven selling pressure .
Ownership/retention policies:
- Executive stock ownership guideline: 3.0x base salary for NEOs; 5 years to comply; 100% of net shares from exercises/vesting must be retained until in compliance; management reports all applicable NEOs have satisfied or are on-track .
- Anti-hedging and anti-pledging policies prohibit hedging, pledging, short sales, derivatives, margin accounts, and short-term trading by executives and directors .
Insider activity:
- 2024: no option exercises; 3,891 shares vested (RSU/PSU + DEUs) for Martinko .
Employment Terms
Severance and change-in-control (CIC) economics – disclosed values
| Scenario | Key cash elements | Equity/benefits treatment | Total disclosed |
|---|---|---|---|
| Involuntary termination without cause (non-CIC) | Salary: $237,500; Target bonus: $332,500 | RSUs: $188,993; PSUs: $34,206; Health/Dental: $2,197; Outplacement: $2,150 | $574,347 |
| CIC – termination without cause or resignation for Good Reason (double-trigger) | Salary: $950,000 (≈2x $475k); Target bonus: $665,000 (≈2x 70% of salary) | RSUs: $188,993; PSUs: $103,654; Health/Dental: $17,579; Outplacement: $8,600 | $2,266,326 |
| CIC without assumption or substitution (single-trigger equity) | — | Equity/benefit treatment aggregated | $223,199 |
| Death | — | Equity/benefit treatment aggregated | $555,699 |
Other governance protections:
- Company maintains executive-officer clawback policy compliant with SEC Rule 10D-1/NYSE standards; covers incentive-based compensation for three fiscal years preceding a restatement, prohibits indemnification, and coexists with broader employee clawback for misconduct .
Performance & Track Record
- Segment execution: TSS posted double-digit Opteon growth (+14%) with record Q3 and Q4 in 2024, supported by capacity expansion at Corpus Christi; full-year TSS net sales were ~flat (-1%) at ~$1.8B and Adjusted EBITDA declined 16% to $576M amid legacy Freon pricing pressure and higher input/quota costs .
- Corporate backdrop: 2024 company net sales $5.8B (-5% YoY), Adjusted EBITDA $786M (-22% YoY), reflecting price pressure, currency, portfolio shifts, and higher corporate costs tied to internal review/remediation; TT delivered $140M cost savings; APM faced hydrogen and macro softness .
- Incentive outcomes: Corporate AIP achievement 84.3%; business segments TT 59.6%, TSS 75.6%, APM 56.4% (Martinko’s payout reflects TSS outcome) .
- Long-term rigor: 2022–2024 PSUs paid 0% as neither metric met threshold; 2024–2026 PSU metric shifted to EVA (70%) with rTSR (30%) to better reward capital efficiency .
Compensation Structure Analysis
- Cash vs equity mix: 2024 for NEOs emphasized at-risk pay (69% at risk for NEOs overall), with AIP putting 80% weight on common corporate metrics and 20% on role-specific drivers (TSS: Opteon revenue) — increases alignment and lowers BU siloing risk .
- Metric quality: AIP led by Adjusted EBITDA (50%), DFCF (10%), NWC Days (10%), and CRC sustainability (10%), plus TSS-specific Opteon revenue (20%); CLDC applied limited adjustments for extraordinary items consistent with policy .
- LTI calibration: Equal weighting across PSUs/PSOs/NQSOs/RSUs; PSU pivot to EVA/rTSR shifts focus to value creation above cost of capital; prior 0% PSU payout evidences performance sensitivity .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; robust clawback in place (mitigates alignment risk) .
- Underwater options: 2024 grants (strikes $27.50/$30.25) were out-of-the-money at 12/31/2024 ($16.90), tempering near-term selling pressure; older 2020 options at $14.43 were in-the-money .
- Say-on-pay support: ~95% approval in 2024; 5-year average 94.8% suggests investor acceptance of pay design .
Equity Ownership & Alignment Details
| Aspect | Policy / status |
|---|---|
| Stock ownership guideline | 3x salary for NEOs; 5 years; retain 100% net shares until compliant; all applicable NEOs satisfied or on-track . |
| Anti-hedging/pledging | Prohibited for executives and directors . |
| 2024 vesting/exercises | 3,891 shares vested; 0 option exercises . |
Investment Implications
- Alignment appears strengthening: AIP heavily weighted to corporate EBITDA/cash metrics; PSUs now EVA-driven; prior 0% PSU payout shows rigor, increasing confidence that upside requires real value creation .
- Selling pressure modest near term: Most option tranches (including 2024 grants) were OTM at 2024 YE; limited 2024 realizations (no option exercises) with staged RSU/option vesting 2025–2027; counterbalanced by one ITM 2020 option tranche .
- Retention solid but not excessive: 2024 increases to base ($475k), AIP target (70%), and LTI target ($650k) recognize scope while CIC terms provide 2x salary+bonus on double-trigger — competitive without evident overreach .
- Execution watch items: Sustained Opteon growth vs Freon decline, quota/input cost trajectory, and EVA delivery under capital plans (e.g., Opteon YF expansion) will be the key levers for Martinko’s incentive realization and for TSS value creation .