Kristine Wellman

About Kristine Wellman

Kristine M. Wellman (age 55) is Senior Vice President, General Counsel and Corporate Secretary of The Chemours Company (NYSE: CC). She was appointed SVP, GC & Corporate Secretary in October 2022 and joined Chemours in December 2014 after legal leadership roles at Capital One, ING Bank, and BB&T; within Chemours she also held operating roles including Plant Manager at the Chambers Works site and VP, APM Sustainability, before leading strategic planning prior to her current role . Her pay is heavily at-risk and tied to company performance via an Annual Incentive Plan (AIP) weighted 50% to Adjusted EBITDA and 20% to cash/working capital, plus a performance-based LTIP using Economic Value Added (EVA, 70%) and relative TSR (30%), aligning compensation with shareholder value drivers . The company reports strong pay governance with clawbacks, anti-hedging/anti-pledging, and executive ownership guidelines .

Past Roles

External Roles

• No public company board roles disclosed for Ms. Wellman .

Fixed Compensation

Notes: 2024 salary increase to $550,000 effective year-end for ongoing rate-setting .

Performance Compensation

AIP Design and Results (Corporate plan for GC/Corporate roles)

• 2024 AIP redesigned to prioritize “One Chemours”: 80% corporate metrics; 50% weight to Adjusted EBITDA; cash metrics reduced to combined 20%; sustainability retained at 10% .
• Committee permitted limited adjustments for extraordinary items (e.g., Mexico drought, TT transformation costs, asbestos reserve true-up) consistent with long-term shareholder interest .

2024 Long-Term Incentive (LTI) Awards — Wellman

Program notes:

• 2024–2026 PSU metric transitioned from Adjusted Net Income to EVA to reinforce capital efficiency; rTSR weight reduced to 30% .
• 2022–2024 PSU cycle paid 0% (Adjusted Net Income and FCF Conversion below threshold; rTSR modifier not applicable), underscoring rigor in performance targets (Wellman was not eligible in 2022 PSU grant) .

2024 Vesting Activity (realized)

Equity Ownership & Alignment

Commentary:

• No option exercises in 2024 and modest annual RSU vesting indicate limited near-term forced selling pressure; anti-pledging and anti-hedging reduce alignment risk .
• Beneficial ownership includes significant “right to acquire,” reflecting vested/near-vested equity and aligning incentives with share price performance .

Employment Terms

Note: The company maintains robust insider trading and equity granting policies, including prohibition on hedging and pledging (unless special exception), routine grant timing, and executive share ownership requirements .

Investment Implications

• Pay-for-performance alignment: Wellman’s AIP is driven by EBITDA (50%) and cash/working-capital metrics (20%) with sustainability goals (10%); LTIP uses EVA (70%) and rTSR (30%), promoting profitable growth and capital efficiency. The 0% payout on the broader 2022–2024 PSU cycle underscores target rigor and reduces windfall risk .
• Selling pressure and alignment: No option exercises in 2024 and limited RSU vesting minimize near-term selling overhang; anti-hedging/anti-pledging and ownership guidelines strengthen alignment, though personal beneficial ownership is <1% of shares outstanding (typical for non-CEO roles) .
• Retention and change-in-control risk: Double-trigger CIC at 2× salary and 2× target bonus plus equity treatment provides competitive protection without single-trigger features, balancing retention with shareholder-friendly safeguards and clawbacks .
• Governance backdrop: Company-wide governance improvements (internal control remediation in 2024), strong say-on-pay support (~95%), and tightened policies (clawbacks, anti-hedging/pledging) reduce governance and compensation risk premia .