Ilan Kaufthal
Tronox HoldingsAbout Ilan Kaufthal
Ilan Kaufthal, age 77, is the Independent Chair of the Board at Tronox Holdings plc (TROX), serving as Chair since March 18, 2021 and a director (including predecessor entities) since 2011, with prior service as Lead Independent Director before becoming Chair . He is Chair of the Corporate Governance and Sustainability Committee and brings over 30 years of investment banking and senior corporate experience, including roles as Vice Chairman of Investment Banking at Bear Stearns, head of M&A at Schroders, and SVP/CFO at NL Industries; he holds a BS from Columbia University and an MBA from NYU .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Tronox Holdings plc | Non-Executive Chair of the Board | Chair since Mar 18, 2021; Director since 2011 | Presided over executive sessions (4 in FY2024); led director search and governance; oversees ESG via CG&S Committee |
| East Wind Advisors | Chairman | Joined in 2010 | Brings investment banking expertise to media/education/information sectors |
| Bear, Stearns & Co. | Vice Chairman, Investment Banking | Until 2008 | Senior leadership in investment banking |
| Schroders & Co. | Vice Chairman; Head of M&A | 13 years prior to 2000 | Led M&A practice |
| NL Industries | SVP & Chief Financial Officer | Prior to Schroders (dates not specified) | Titanium dioxide industry experience; finance leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| IDB Bank NY | Chairman | Current |
| MacSteel Ltd. | Director | Current |
| Cambrex Corporation (NYSE: CBM) | Director | Former |
| Quinpario Acquisition Corp 2 (NASDAQ: QPACU) | Director | Former |
| JVP Media Fund | Advisory Board | Current |
| Russell Berrie Foundation | Trustee | Current |
| American Friends of Bezalel | Chairman of the Board | Current |
| Columbia University Medical Center | Board of Visitors | Current |
Board Governance
- Role and independence: Independent Chair; Chair of the Corporate Governance and Sustainability (CG&S) Committee; not a member of Audit or HRCC; TROX maintains all-independent committees .
- Committee assignments (current): CG&S Committee Chair; not listed as member of Audit or HRCC in the committee matrix .
- Attendance/engagement: Board held 5 meetings in 2024; all directors attended 100% of Board and their committee meetings; directors met in executive session 4 times in 2024 with Mr. Kaufthal presiding as Chair .
- Independence status and structure: Seven of eleven directors are independent (assuming election of nominees); Chair/CEO roles are separated, with Kaufthal serving as non-executive Chair .
- Overboarding/ownership policies: Overboarding limit is max 5 public boards (2 if sitting public-company CEO); all directors are in compliance; director stock ownership guideline is 500% of annual cash retainer .
- Ownership alignment and conduct: All current non-executive directors met the ownership guideline except two recent appointees; anti-hedging policy prohibits hedging, short sales, and derivative transactions in company securities .
- Say-on-Pay support (signal): ~97% approval at the 2024 AGM; ≥96% approval for each of last 6 years, signaling strong investor support for pay governance .
- HRCC interlocks: No HRCC interlocks or insider participation issues in FY2024 .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non-employee director retainer |
| Non-Executive Chair retainer | $120,000 | Additional annual retainer for Chair |
| CG&S Committee Chair retainer | $20,000 | Additional annual retainer for committee chair |
| Chair monthly stipend | $180,000 | $15,000/month; reflects extraordinary Chair engagement; included in “Fees Earned” |
| Total cash fees earned (2024) | $420,000 | Reported “Fees earned or paid in cash” for 2024 |
| UK tax-related admin/reimbursements | $18,911 | UK tax prep $4,350 and tax reimbursements $14,561; tax equalization not applicable in 2024 |
Performance Compensation (Director Equity)
| Grant Date | Award Type | Units Granted | Grant-Date Fair Value (USD) | Vesting Terms | Dividend Equivalents |
|---|---|---|---|---|---|
| May 8, 2024 | Time-based RSUs | 8,324 | $159,738 | Vest at earlier of next AGM or May 31, 2025, subject to service | Accrue and paid at vesting |
Note: Non-employee director equity is time-based; there are no performance-conditioned metrics for director equity grants .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock with TROX Ecosystem |
|---|---|---|---|
| IDB Bank NY | Private (bank) | Chairman | None disclosed |
| MacSteel Ltd. | Private | Director | None disclosed |
| Cambrex (NYSE: CBM) | Public (former) | Director (former) | None disclosed |
| Quinpario Acquisition Corp 2 (NASDAQ: QPACU) | Public (former) | Director (former) | None disclosed |
- Related party/major shareholder context: Agreements exist with Tasnee/Cristal affiliates post-acquisition; related-party transactions are governed by policy and reviewed by CG&S; Kaufthal manages the relationship with largest shareholder as part of Chair responsibilities .
- No director-specific related party transactions for Kaufthal are disclosed .
Expertise & Qualifications
- Finance and M&A leadership (Bear Stearns Vice Chairman IB; Schroders Head of M&A) and prior public-company CFO (NL Industries), including titanium dioxide industry experience .
- Skills matrix indicates strength in Finance/Accounting, Risk Management, Strategic Planning & M&A, Global Business, and Chemicals experience .
- Education: BS Columbia University; MBA NYU .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Shares Outstanding | RSUs Scheduled to Vest within 60 Days | Unvested RSUs at 12/31/2024 | Ownership Guideline Status |
|---|---|---|---|---|---|
| Ilan Kaufthal | 268,232 | <1% | 8,324 | 8,324 | In compliance (all non-exec directors compliant except two recent appointees) |
- Anti-hedging/short sales/derivatives prohibited for directors; policy in place .
- Stock ownership guideline for directors is 500% of annual cash retainer; compliance noted above .
Governance Assessment
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Strengths supporting investor confidence:
- Independent, non-executive Board Chair with deep finance/M&A and chemicals experience; leads CG&S and presides over executive sessions, enhancing independent oversight .
- Strong engagement and attendance (100% Board and committee attendance; 5 Board meetings; regular executive sessions), indicating high commitment and effectiveness .
- Clear alignment: meaningful beneficial ownership (268,232 shares), robust ownership guideline compliance, and anti-hedging policy .
- Compensation governance support: all-independent committees, overboarding and ownership policies, independent advisors; sustained high Say‑on‑Pay approval (~97% in 2024; ≥96% for six years) .
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Watch items / potential conflicts:
- Chair receives an additional $15,000/month stipend given elevated workload; while disclosed and justified, investors may monitor for pay-to-workload alignment over time .
- Related-party environment due to large shareholder-appointed directors (Tasnee/Cristal); mitigants include independent committee oversight via CG&S and related-party transactions policy; no Kaufthal-specific related transactions disclosed .
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Overall: Kaufthal’s independence, attendance, committee leadership in governance/ESG, and substantial experience are positives; transparency around Chair stipend and related-party oversight structures helps mitigate perceived risks .