Ginger M. Jones

About Ginger M. Jones

Ginger M. Jones, age 60, is an independent director of Tronox (director since 2018; joined the UK-domiciled board in 2019) and serves as Chair of the Audit Committee and a member of the Corporate Governance and Sustainability Committee. She is a CPA with deep finance leadership experience, including CFO roles at Cooper Tire & Rubber (2014–2018) and Plexus Corp. (2007–2014), earlier roles at Banta Corporation (2002–2007), and a foundational start at Deloitte & Touche; she holds an MBA from The Ohio State University and a BA in Accounting from the University of Utah .

Past Roles

External Roles

Board Governance

• Independent director under NYSE standards; Audit Committee financial expert (meets NYSE accounting expertise and SEC “audit committee financial expert” definitions) .
• Committee assignments: Audit Committee Chair; Corporate Governance & Sustainability Committee member .
• Board/committee engagement: 2024 attendance was 100% for board (5 meetings) and respective committees (Audit 8; CG&S 5; HRCC 4) for all directors, indicating full engagement .
• Board independence mix: Seven of eleven directors independent (excluding CEO Romano, Turgeon, and Cristal nominees Khan and Al‑Fawaz) .
• Anti-hedging policy in place for directors; share ownership guidelines (5x annual director cash retainer; 60% of time-based RSUs count, performance RSUs do not; 5-year compliance window). As of the proxy, all non-executive directors met guidelines except Foufopoulos‑De Ridder and Beck (recent appointees), implying Ms. Jones is in compliance .

Fixed Compensation

Compensation structure for non-employee directors:

• Annual cash retainer: $100,000; Audit Committee Chair retainer: +$50,000; committee member retainer: +$15,000 per committee (Jones is CG&S member), aligning with her $165,000 fees in 2024 .
• UK tax equalization and UK tax preparation costs provided due to UK domicile; no annual bonus or pension eligibility for non-employee directors .

Year-over-year change signals (Jones):

• Fees +17.9%; Benefits +27.1% from 2023 to 2024, consistent with chair/member role cadence rather than performance discretion .

Performance Compensation

Notes:

• Director equity is time-based RSUs only; no performance metrics or options for non-employee directors disclosed (so no TSR/ROIC metrics tied to director grants) .
• Company-wide clawback policy applies to executive incentive comp (not director RSUs), adopted Oct 2023 in line with NYSE rules .

Other Directorships & Interlocks

• Related-party transactions at Tronox center on Tasnee/Cristal post-acquisition agreements; none attribute a direct or indirect material interest to Ms. Jones per policy disclosures .

Expertise & Qualifications

• CPA; Audit Committee financial expert designation; extensive CFO experience in manufacturing and electronics; MBA (Ohio State), BA Accounting (Utah) .
• Strong governance experience: chairs audit at Holley; serves on audit and compensation at Nordson; chairs Audit at Tronox .

Equity Ownership

Ownership alignment:

• Meets director share ownership guideline (5x retainer); directors have 5 years to comply; once met, subsequent share price declines do not re-trigger non-compliance if share count maintained .

Recent insider transactions (Form 4):

• Source: Insider-trades skill (Form 4); quantities, prices, and holdings from SEC links .

Governance Assessment

• Board effectiveness: Strong—Audit Chair with CPA and multiple CFO tenures; “financial expert” status; perfect 2024 attendance; independent status; cross-committee engagement (CG&S) .

• Compensation/ownership alignment: Mix of fixed cash (retainer/chair/member fees) and annual time-based RSUs; director meets ownership guideline; recent RSU grants and routine tax withholding transactions consistent with policy .

• Conflicts and related-party exposure: No Jones-specific related-party transactions disclosed; company has formal Related Party Transactions Policy; Tasnee/Cristal agreements exist but not attributed to Jones; Cristal nominees excluded from committees due to independence rules, enhancing committee independence where Jones serves .

• Risk indicators:

  • Hedging/pledging: Anti-hedging and short-sale restrictions apply to directors; no pledging disclosed for Jones .
  • Over-boarding: Company limit is ≤5 boards; Jones appears compliant (Tronox, Nordson, Holley) .
  • Attendance: 100%—no engagement red flags .
  • Pay anomalies: Director comp increases trace to chair/member roles and standard RSU valuation; no discretionary bonuses for directors; UK tax equalization may draw investor scrutiny but is policy-driven given domicile .

• Signals for investors:

  • Positive: Deep finance expertise; multi-company audit leadership; robust independence and attendance; ownership guideline met.
  • Watch items: Continued sensitivity around UK tax equalization optics; monitor any changes in committee composition or external board load to avoid over-boarding.