Mary Cranston
ChemoursAbout Mary B. Cranston
Independent director of The Chemours Company (CC) since 2015; age 77. Former Senior Partner and Chair Emeritus, and prior Chair and CEO, of Pillsbury Winthrop Shaw Pittman; nationally recognized trial lawyer and corporate director with deep expertise in complex litigation, class actions, securities law, and governance. Education: BA in political science (Stanford), MA in education (UCLA), JD (Stanford). Recognitions include NACD “50 most influential and effective directors” and National Law Journal “100 Most Influential Lawyers in America,” and Bay Area Business Hall of Fame inductee (2023).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pillsbury Winthrop Shaw Pittman LLP | Chair & CEO | 1999–2006 | Expanded firm to global platform via two mergers; streamlined operations and profitability |
| Pillsbury Winthrop Shaw Pittman LLP | Senior Partner & Chair Emeritus | 2007–2011 | Continued governance and strategy leadership |
| Chemours Board | Director | Since 2015 | Lead role overseeing liability management and resolution efforts since Chemours’ launch as a public company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TPG Inc. | Director | Since 2022 | Current public company directorship |
| Visa Inc. | Director | 2007–2022 | Prior public company board |
| McAfee Corp. | Director | 2018–2022 | Prior public company board |
| MyoKardia, Inc. | Director | 2016–2020 | Prior public company board |
| Juniper Networks, Inc. | Director | 2007–2015 | Prior public company board |
| Exponent, Inc. | Director | 2010–2014 | Prior public company board |
| International Rectifier (Infineon) | Director | 2008–2014 | Prior public company board |
| GrafTech International Ltd. | Director | 2000–2014 | Prior public company board |
| Go Health Urgent Care | Director | Since 2021 | Private company |
| Boardspan, Inc. | Director | Since 2016 | Private company |
| CSAA Insurance Group | Director | 2006–2023 | Prior private/insurance board |
| Stanford University | Board of Trustees | 2000–2010 | Academic governance |
Board Governance
- Committees: Chair of Nominating & Corporate Governance Committee (NCG); member of Compensation & Leadership Development Committee (CLDC) .
- Independence: Board determined all non-employee director nominees, including Cranston, are independent under NYSE and company guidelines .
- Attendance/engagement: Board met 19 times in 2024; each director attended at least 75% of Board and committee meetings; executive sessions of independent directors at each regularly scheduled Board meeting .
- Committee activity cadence: Audit (18 meetings in 2024), CLDC (8), NCG (5), EHS&O (4) .
- Governance scope of NCG (as chaired by Cranston): corporate governance guidelines, director nominations, related person transaction reviews/approvals, sustainability oversight, and board/committee self-evaluations .
- Shareholder responsiveness: Board (with NCG recommendation) resubmitted proposal to eliminate supermajority voting requirements and undertook expanded solicitation; extensive shareholder engagement covering ~50% of outstanding shares in 2024 .
Fixed Compensation
| Component (Directors) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $105,000 | Standard non-employee director retainer |
| NCG Committee Chair Retainer | $17,500 | Chair fee applicable to Cranston |
| Meeting Fees | $0 | Company does not pay meeting fees |
| Total Cash Earned (2024) – Mary B. Cranston | $122,500 | As disclosed in 2024 Director Compensation table |
Performance Compensation
- Annual equity award (shares or DSUs) for non-employee directors: $160,000 grant-date fair value; directors may elect DSU deferral; dividend equivalents accrue on DSUs; not performance-conditioned .
- 2024 stock awards for Mary B. Cranston: $160,000 (grant-date fair value) .
- Note: Chemours does not disclose performance metrics for director compensation; director equity is retainer-based, not tied to financial/ESG targets .
Other Directorships & Interlocks
- Current and prior public boards listed above; broad cross-industry experience (technology, payments, cybersecurity, specialty chemicals) .
- CLDC interlocks/insider participation: None in FY2024 (no Chemours executive served on the compensation committee of another issuer with reciprocal ties) .
Expertise & Qualifications
- Complex litigation and class action resolution; American College of Trial Lawyers inductee .
- M&A and capital markets advisory experience spanning Fortune 100 transactions and cross-border deals .
- Human capital and change management from leading a global law firm .
- Recognized corporate governance leader; multiple national recognitions .
Equity Ownership
| Holder | Direct Shares | DSUs / Right to Acquire | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Mary B. Cranston | 11,381 | 73,782 DSUs/right to acquire | 85,163 | <1% |
- Director stock ownership guidelines: minimum 6× cash retainer in Chemours stock/DSUs; compliance window 5 years; all non-employee directors meet or are on track .
- Hedging/pledging: Company prohibits hedging and derivative transactions; pledging of Chemours securities by officers/directors prohibited without special exception .
- Deferred compensation: Directors may defer cash retainers/committee fees in a notional cash account (interest at average 30-year Treasury; quarterly compounding) or defer equity into DSUs (dividend equivalents accrue) .
Governance Assessment
- Committee leadership and independence: Cranston’s NCG chair role centralizes oversight of governance, nominations, sustainability, and related-person reviews; independence affirmed for all non-employee directors, bolstering investor confidence .
- Related party/conflicts: NCG administers a formal policy for related-person transactions; Company states that since the beginning of FY2024 no related person had a material interest in any business transactions/relationships — reducing conflict risk .
- Attendance and engagement: High meeting cadence in 2024 (Board: 19; CLDC: 8; NCG: 5) with minimum 75% attendance achieved by each director; independent director executive sessions each regular meeting — indicators of active oversight .
- Director pay and alignment: Balanced cash ($122,500 in 2024 for Cranston) and equity ($160,000), with stringent ownership guidelines (6× retainer) and anti-hedging/pledging policies — strong alignment without performance-conditioned awards that could bias oversight .
- Shareholder signals: Board’s push to eliminate supermajority voting, robust investor engagement (~50% of shares), and 5-year say-on-pay approvals averaging ~95% indicate responsiveness and governance stability; while not Mary-specific, as NCG chair she oversees governance practices underpinning these outcomes .
- Risk indicators: Audit Committee reported remediation of all previously identified material weaknesses; adoption of executive clawback policy and reinforced speak-up/compliance — broader board controls that complement NCG oversight .