Fawaz Al-Fawaz
Tronox HoldingsAbout Fawaz Al-Fawaz
Fawaz Al‑Fawaz (age 63) is the CEO of National Industrialization Company (Tasnee) since April 2024; previously Tasnee’s CFO since April 2015. He held senior finance roles at SABIC (VP Finance; GM Finance; GM Accounting Services; Assistant VP Finance at Sabic Marketing Company). He is nominated by Cristal Netherlands (Tasnee affiliate and Tronox’s ~24% shareholder) to join the Tronox board as a non‑independent director; education: Bachelor’s in Accounting and Financing from King Saudi University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tasnee | Chief Executive Officer | Since Apr 2024 | Leads parent of Tronox’s largest shareholder (strategic linkage to Saudi operations) |
| Tasnee | Chief Financial Officer | Since Apr 2015 | Oversaw finance; deep accounting/audit background |
| SABIC | VP Finance; GM Finance; GM Accounting Services; Assistant VP Finance (Sabic Marketing Co.) | Not disclosed | Senior finance leadership across global chemicals |
External Roles
| Organization | Role | Market/Listing | Committees |
|---|---|---|---|
| Saudi Chemical Holding Co. (SCCH) | Chairman | Saudi Stock Exchange | Not disclosed |
| Saudi Logistics Co. (SAL) | Chairman | Saudi Stock Exchange | Not disclosed |
| Saudi Electricity Co. | Director | Saudi Stock Exchange | Audit Committee member |
| Various private Saudi companies | Director | Private | Not disclosed |
Board Governance
- Status: Non‑independent director nominee; nominated under the Cristal shareholders’ agreement; if elected will not serve on any board committees due to NYSE independence rules .
- Committee assignments: None (ineligible for Audit, HRCC, Corporate Governance & Sustainability committees) .
- Attendance: 2024 board held 5 meetings; all then‑serving directors attended 100% of board and committee meetings. Al‑Fawaz was not on the board in 2024 (attendance N/A) .
- Skills: Board matrix attributes Al‑Fawaz with senior leadership, strategic planning/M&A, chemicals industry experience, and global business experience .
- Independence mix: Assuming all nominees elected, seven of eleven directors independent; non‑independent directors include the CEO, former Co‑CEO, and two Cristal nominees (Khan and Al‑Fawaz) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Board annual cash retainer | $100,000 | Payable quarterly in arrears |
| Annual director equity grant (RSUs) | $150,000 grant value | Granted at AGM; time‑based only; vests at earlier of next AGM or May 31 following grant; dividend equivalents accrue and pay at vest |
| Committee chair fees | Audit $50,000; HRCC $20,000; Governance $20,000 | Incremental to board retainer |
| Committee member fee | $15,000 per committee | For non‑chair service |
| Chair of the Board stipend | $15,000 per month (plus $120,000 annual chair retainer) | Applies to current chair Ilan Kaufthal; not applicable to Al‑Fawaz |
| UK tax equalization and tax prep | Company pays UK tax prep and equalizes incremental UK tax burden | Directors are non‑UK tax residents; mitigates UK tax due to UK domicile and meetings |
Expectation if elected: Al‑Fawaz would receive the non‑employee director package above (cash retainer and time‑based RSUs; no committee fees since he will not serve on committees) .
Performance Compensation
- Non‑employee directors do not receive performance‑based equity or cash bonuses; director equity is entirely time‑based RSUs (no TSR/ROIC features) .
- Typical annual grant sizing and settlement mechanics (illustrative from 2024 director grants):
- Grant date: May 8, 2024; Units: 8,324 RSUs; Face value: $150,000; Valued at $19.19 NYSE closing price; vests May 7, 2025 or at next AGM; dividend equivalents accrued .
| Item | 2024 Director Grant Example |
|---|---|
| Grant Date | May 8, 2024 |
| Type | Time‑based RSU |
| Number of RSUs | 8,324 |
| Grant Value (Face) | $150,000 (valued at $19.19 close) |
| Vesting | Earlier of next AGM or May 31 following grant |
| Dividend Equivalents | Accrue; paid at vest |
Board‑overseen executive LTIP metrics (context for pay‑for‑performance governance): TSR percentile vs peer group (35th=25%; 50th=100%; 65th=200%) and ROIC with 25%/100%/200% threshold/target/max; these apply to executives, not directors .
Other Directorships & Interlocks
| Relationship | Details | Governance Implication |
|---|---|---|
| Tasnee → Cristal → Tronox | Tasnee (Al‑Fawaz CEO) is a 79% shareholder of Cristal; Cristal Netherlands owns ~24% of Tronox and has rights to nominate two directors (currently Khan and nominee Al‑Fawaz) | Concentrated ownership may create conflicts; Cristal can influence corporate decisions; non‑independent nominees excluded from committees |
Expertise & Qualifications
- Senior management and finance expertise in global chemicals (Tasnee CEO; prior Tasnee CFO; SABIC senior finance) .
- Board skills matrix: senior leadership, strategic planning/M&A, chemicals experience, global business experience .
- Education: Bachelor’s Degree in Accounting and Financing, King Saudi University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Fawaz Al‑Fawaz | 0 | * | As of March 10, 2025; total shares outstanding 158,462,071 |
- Director stock ownership guideline: 500% of annual cash retainer; 60% of time‑based RSUs count; five years to comply; performance‑based RSUs do not count .
- Anti‑hedging: Directors prohibited from hedging, short sales, and buying/selling puts/calls or derivatives on company securities .
Governance Assessment
- Independence and conflicts:
- Non‑independent status as Tasnee CEO (parent of largest shareholder) and Cristal nominee; will not sit on any committee under NYSE rules .
- Concentrated ownership by Cristal (~24%) can create potential conflict with minority shareholders; Cristal holds director nomination and preemptive rights .
- Over‑boarding risk:
- Board acknowledges some may deem Al‑Fawaz “over‑boarded” as a sitting CEO serving on multiple boards; Board asserts he will be dedicated to Tronox duties .
- Alignment and controls:
- Director ownership guideline (5x cash retainer) with five‑year runway to compliance; anti‑hedging policy; all committees fully independent; majority voting and annual elections .
- Attendance and engagement:
- 2024 attendance was 100% for existing directors; Al‑Fawaz’s attendance will be evaluable post‑election .
- Compensation governance:
- Non‑employee director pay is balanced cash/equity; RSUs are time‑based (no performance upside); tax equalization is disclosed and rationalized due to UK domicile .
- Investor signals:
- Say‑on‑pay approvals ~97% at 2024 AGM; strong historical support (≥96% each of last 6 years) indicates investor confidence in compensation governance broadly .
RED FLAGS: Non‑independence tied to controlling shareholder; potential over‑boarding; concentrated ownership influence risks .
Mitigants: Exclusion from committees; majority voting; independent committee composition; director ownership guideline; anti‑hedging policy; robust shareholder engagement track record .