D. John Srivisal
Tronox HoldingsAbout D. John Srivisal
Senior Vice President and Chief Financial Officer of Tronox Holdings plc since April 2023; joined Tronox in March 2018 and previously led Business Development, Integration, and Finance roles. Age 46 (as of March 15, 2025), with a BS in Economics (magna cum laude) and minor in Mathematics from Wharton (University of Pennsylvania); prior experience includes CEO of Quinpario Acquisition Corp. 2, partner at Quinpario Partners, VP Transaction Execution at Solutia, and investment banking at Rothschild and Peter J. Solomon Company . Company performance in 2024: net sales ≈$3.1B, Adjusted EBITDA $564M, ~18% Adjusted EBITDA margin amid challenging TiO2 markets; executive compensation is tied to EBITDA less CAPEX, EBITDA margin vs peers, ROIC, and relative TSR, reinforcing pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tronox Holdings plc | SVP & CFO | Apr 2023–present | Finance leadership through cycle; compensation tied to EBITDA/TSR/ROIC; supports balance sheet management . |
| Tronox | SVP, Business Development & Finance | May 2020–Mar 2021+ | Led M&A/JV/financing execution; integration of Cristal assets . |
| Tronox | Chief Integration Officer | May 2019–Apr 2020 | Drove post-merger integration . |
| Tronox | SVP, Business Development | Mar 2018–May 2019 | Led M&A, divestitures, JVs . |
| Quinpario Acquisition Corp. 2 | Chief Executive Officer | Prior to Tronox (years not disclosed) | Led SPAC; principal investing/transactions . |
| Quinpario Partners, LLC | Partner | Prior to Tronox (years not disclosed) | Sponsor/transaction leadership . |
| Solutia Inc. | VP, Transaction Execution | Prior to Tronox (years not disclosed) | Global responsibility for M&A/JV execution . |
| Rothschild Inc.; Peter J. Solomon Company | Investment Banker | Prior to Solutia (years not disclosed) | Advisory on recapitalizations, restructurings, M&A/LBOs . |
External Roles
- No current public company board directorships disclosed in Srivisal’s proxy biography .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 470,846 | 529,269 | 570,462 |
| Target Bonus % of Salary | 70% (per employment letter) | 70% | 80% (increased effective 2024) |
| Annual Equity Target (% of Salary) | 180% | 180% | 180% |
- 2024 bonus earned: $374,914 total (81.1% of target), comprised of $259,314 for overall Tronox results (80% weight, 70.1% achievement) and $115,600 for individual performance (20% weight, 125% achievement) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Structure and Outcomes
| Metric | Weight | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Adjusted EBITDA less Capital Expenditures | 50% | Internal target (not disclosed) | Not disclosed | Contributed to overall 70.1% achievement on company component . |
| Adjusted EBITDA Margin vs TiO2 peers (Chemours TT, Kronos, LB Group) | 30% | Relative margin vs peers | Not disclosed | Contributed to overall 70.1% achievement on company component . |
| Safety – DIFR | 7.5% | 0.15 | 0.17 | Missed target; included in overall company result . |
| Safety – TRIFR | 7.5% | 0.36 | 0.33 | Achieved target; included in overall company result . |
| Sustainability – CO2 intensity (tCO2e/ton TiO2) | 5% | 1.386 (−17% vs 2019 baseline) | 1.338 (−20% vs 2019 baseline) | Exceeded target; included in overall company result . |
| Individual Performance (Srivisal) | 20% | Management objectives | 125% achievement | $115,600 payout . |
Long-Term Incentives (LTIP) – Design
- 50% Time-based RSUs vest one-third annually over 3 years; 50% Performance-based RSUs split: 50% relative TSR percentile vs peer group over 3 years; 50% ROIC with vesting based on 2026 ROIC; max vesting 200%; dividend equivalents accrue and pay upon vesting .
Outstanding Equity and Vesting Schedule (as of Dec 31, 2024)
| Grant Date | Award Type | Unvested Units (#) | Market Value ($) | Vesting Details |
|---|---|---|---|---|
| 2/3/2022 | Time-based RSUs | 5,022 | 50,572 (at $10.07) | 1/3 each Mar 5, 2023–2025 . |
| 2/3/2022 | Performance RSUs | 15,066 | 151,715 (at $10.07) | Vests Mar 5, 2025, subject to performance . |
| 2/21/2023 | Time-based RSUs | 18,832 | 189,638 | 1/3 each Mar 5, 2024–2026 . |
| 2/21/2023 | Performance RSUs | 28,248 | 284,457 | Vests Mar 5, 2026, subject to performance . |
| 4/3/2023 | Time-based RSUs | 3,232 | 32,546 | 1/3 each Mar 5, 2024–2026 . |
| 4/3/2023 | Performance RSUs | 4,846 | 48,799 | Vests Mar 5, 2026, subject to performance . |
| 2/21/2024 | Time-based RSUs | 33,334 | 335,673 | 1/3 each Mar 5, 2025–2027 . |
| 2/21/2024 | Performance RSUs | 33,334 | 335,673 | Vests Mar 5, 2027, subject to performance . |
- 2024 vesting activity: 37,105 shares acquired on vesting, value $559,914; no stock option exercises (no outstanding options) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (Srivisal) | 102,487 shares . |
| Shares outstanding (as of Mar 10, 2025) | 158,462,071 . |
| Ownership as % of shares outstanding | ≈0.065% (102,487 / 158,462,071) . |
| Options outstanding | None . |
| Stock ownership guideline | 3x base salary for executive officers; 5-year compliance window . |
| Compliance status | All current NEOs other than Mr. AlJunaidi met guidelines (Srivisal in compliance) . |
| Hedging/shorting policy | Hedging, short sales, and derivative transactions prohibited; Dodd‑Frank clawback policy adopted . |
| Pledging | No pledging disclosure; anti‑hedging policy in place . |
Employment Terms
- Employment letter effective April 1, 2023: base salary $550,000; target bonus 70% of salary; annual equity award 180% of salary . Target AIP increased to 80% in 2024 .
- Severance (without cause): 12 months base salary plus target bonus (paid lump sum); double-trigger CIC severance if terminated within 12 months of a change in control: additional 1x base plus 1x target bonus on top of 12 months base salary severance .
- Estimated post-termination totals (as of Dec 31, 2024):
• Involuntary Not-for-Cause/Good Reason Total ≈ $2,184,570; components include cash severance $1,040,400, accrued sick/vacation $88,922, accrued target bonus $462,400, equity (restricted shares/units) $592,848 .
• CIC Termination Total ≈ $3,716,410; components include cash severance $1,618,400, accrued sick/vacation $88,922, accrued target bonus $462,400, equity (restricted shares/units) $1,546,688 . - No excise tax gross‑ups in change‑in‑control provisions; clawback policy enables recoupment of “excess” incentive compensation upon a restatement .
Compensation Summary (Multi‑Year)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 470,846 | 784,915 | 242,696 | 137,128 | 1,635,585 |
| 2023 | 529,269 | 1,111,225 | 231,000 | 95,708 | 1,967,202 |
| 2024 | 570,462 | 1,103,855 | 374,914 | 102,982 | 2,152,213 |
Compensation Structure Notes
- AIP metrics (2024): 50% EBITDA less CAPEX; 30% EBITDA margin vs TiO2 peers; 15% safety (DIFR/TRIFR); 5% CO2 intensity reduction; Srivisal’s individual performance achieved 125% .
- LTIP: 50% PBRSUs (TSR vs peers and ROIC 2026), 50% TBRSUs; max payout 200%; dividend equivalents accrue and pay upon vesting .
- Peer groups reviewed annually; 2024 benchmarking peer group of 13 companies; 2025 peer group added Axalta, Element Solutions, Ingevity; philosophy targets median pay positioning vs peers .
Performance & Track Record
- 2024 outcomes: net sales ≈$3.1B; Adjusted EBITDA $564M; ~18% Adjusted EBITDA margin; $80M dividends returned; $370M capital invested; term loan refinancings extended maturities and reduced rates; carbon intensity reduced 20% vs 2019 baseline; safety TRIFR target achieved, DIFR slightly missed .
- Say‑on‑pay support: ~97% approval at May 8, 2024 AGM; ≥96% approval each of last six years, indicating strong shareholder alignment with compensation design .
Investment Implications
- Pay-for-performance alignment: Srivisal’s incentives are tied to FCF proxy (EBITDA–CAPEX), relative EBITDA margin vs peers, safety/ESG, and multi‑year TSR/ROIC, supporting disciplined capital allocation and relative outperformance focus .
- Retention and supply dynamics: Significant unvested RSUs across 2025–2027 (cumulative >130k units) provide retention hooks; 2024 vesting of 37,105 shares indicates ongoing share delivery cadence that investors should monitor for potential Form 4 activity, though no option exercises and no options outstanding reduce forced selling pressure .
- Governance/risks: Double‑trigger CIC terms with no gross‑ups, ownership guideline compliance, anti‑hedging and clawback policies mitigate governance risk; high Say‑on‑Pay support further reduces compensation-related overhang .
- Execution focus: Emphasis on EBITDA–CAPEX and relative margin vs peers aligns CFO incentives with cash generation and competitive positioning during TiO2 downcycles; continued debt refinancings and ESG targets integrate cost of capital and sustainability into decision-making .