Jean-Francois Turgeon
Tronox HoldingsAbout Jean‑Francois Turgeon
Former Co‑CEO of Tronox (retired April 1, 2024), now a non‑employee director since 2021. Age 58 as of March 15, 2025, with a background in chemical engineering (B.Sc. Université Laval) and an M.S. in hydrometallurgy (McGill University); spent 24 years at Rio Tinto leading its iron & titanium business and chaired Richards Bay Minerals and Rio Tinto Fer et Titane .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tronox Holdings plc | Co‑CEO | Mar 18, 2021 – Apr 1, 2024 | Led transition to sole CEO model; retirement triggered equity treatment as described below |
| Tronox Holdings plc | EVP & COO | Sep 2017 – Mar 2021 | Oversaw global operations |
| Tronox Holdings plc | EVP & President, Titanium Dioxide | Jan 2014 – Sep 2017 | Led TiO2 business |
| Rio Tinto Group | Managing Director, Iron & Titanium | Prior 24 years | Chaired Richards Bay Minerals (South Africa) and Rio Tinto Fer et Titane (Canada) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Richards Bay Minerals (Rio Tinto affiliate) | Chairman (prior) | Not disclosed | Governance leadership in mining operations |
| Rio Tinto Fer et Titane | Chairman (prior) | Not disclosed | Governance leadership in titanium business |
No current public company directorships are disclosed for Mr. Turgeon in the latest proxy .
Board Governance
- Independence: Classified as non‑independent under NYSE standards (former executive) .
- Committee assignments: None; he is not listed as a member of Audit, HRCC, or Corporate Governance & Sustainability committees .
- Attendance and engagement: Board met 5 times in 2024; all directors attended 100% of board and applicable committee meetings .
- Executive sessions: Board held 4 executive sessions in 2024 without management .
- Years of service on this board: Director since 2021 .
Fixed Compensation
Tronox non‑employee director compensation structure (applies company‑wide):
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Payable quarterly in arrears |
| Annual equity grant (RSUs) | $150,000 grant‑date value | Granted at AGM; vests at next AGM or May 31 following grant; 2024 grant was 8,324 RSUs for each non‑employee director at $150,000 ÷ $18.02, valued at $19.19 on grant date |
| Committee chair fees | Audit: $50,000; HRCC: $20,000; CG&S: $20,000 | Additional to base retainer |
| Committee member fee | $15,000 per committee | If not serving as chair |
| Chair of the Board stipend | $15,000 per month | In addition to regular director pay (Mr. Kaufthal) |
| Tax equalization and UK tax filing support | Provided | To mitigate incremental UK tax burden for non‑resident directors |
Executive‑to‑Director transition payments (2024):
| Item | Amount | Detail |
|---|---|---|
| Salary (as Co‑CEO until retirement) | $237,501 | 2024 executive salary prior to retirement |
| All Other Compensation | $1,108,148 | Includes accrued unused vacation/sick time and other items; see detail below |
| Pro‑rated AIP (Target) | $239,400 | Pro‑rated 2024 target AIP payment as a retiree |
| Accrued unused vacation/sick | $604,064 | Paid on retirement |
Performance Compensation
Executive AIP framework (context for 2024 pro‑rated AIP on retirement):
| Metric | Weight | 2024 Target/Design | 2024 Actual/Outcome |
|---|---|---|---|
| Adjusted EBITDA – Capex | 50% | Cash flow focus | Company achieved Adj. EBITDA $564M; AIP payout factor for overall Tronox component was 70.1% of target (context for NEOs) |
| Adjusted EBITDA Margin vs TiO2 peers | 30% | Relative margin vs Chemours TT, Kronos, LB Group | Relative assessment used; payout included in overall 70.1% factor |
| Safety DIFR | 7.5% | Target 0.15 | Actual 0.17 (miss) |
| Safety TRIFR | 7.5% | Target 0.36 | Actual 0.33 (beat) |
| CO2 intensity (Scope 1+2) | 5% | Target 1.386 tCO2e/t (−17% vs 2019) | Actual 1.338 tCO2e/t (−20% vs 2019) |
Equity awards (vesting/performance) continuing post‑retirement:
| Grant | Type | Shares | Vesting/Performance | Status |
|---|---|---|---|---|
| Feb 3, 2022 | Time‑based RSUs | 17,639 | Vest Mar 5, 2025 | Continues to vest as director |
| Feb 3, 2022 | Performance RSUs | 52,916 | Performance period ended Dec 31, 2024; vest Mar 5, 2025 | Forfeited; overall payout 0% (TSR/ROIC) |
| Feb 21, 2023 | Time‑based RSUs | 34,285 + 34,285 | Vest Mar 5, 2025 and Mar 5, 2026 | Continues to vest as director |
| Feb 21, 2023 | Performance RSUs | 51,427 TSR + 51,427 ROIC | Eligible to vest Mar 5, 2026 subject to performance | Continues outstanding; subject to Company TSR/ROIC |
ROIC performance metric and payout (2022 grant, measured through 2024):
| Metric | Threshold (25%) | Target (100%) | Maximum (200%) | Actual | Payout |
|---|---|---|---|---|---|
| 3‑yr Avg Annual ROIC improvement vs 2021 | 1.6% | 3.2% | ≥4.8% | −8.0% | 0.0% |
Change‑in‑control/severance policy context (for executives; Mr. Turgeon retired, but equity treatment follows MEIP and award agreements):
- Change‑in‑control equity vesting: all units vest at target for performance RSUs upon CIC termination; time‑based RSUs vest; policy tables use $10.07 stock price for valuation .
- General severance multipliers and bonus treatment are detailed for NEOs; no excise tax gross‑ups are in change‑in‑control provisions .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | — |
Cristal/Tasnee designation rights (two directors) noted; Mr. Turgeon is not one of the Cristal‑designated directors .
Expertise & Qualifications
- Deep titanium and mining operations expertise; prior leadership of Rio Tinto iron & titanium, and chair roles at RBM and RTFT .
- Technical credentials in chemical engineering and hydrometallurgy .
- Global operations and risk oversight experience aligning with Tronox’s mining/pigment footprint .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jean‑Francois Turgeon | 685,074 | <1% | Includes RSUs vesting within 60 days; share count as of March 10, 2025 |
| RSUs vesting within 60 days (Mar 10, 2025 ref) | 9,156 | n/a | Scheduled vest per footnote; other non‑employee directors had 8,324 unvested RSUs from 2024 grant |
Stock ownership guidelines: Directors must hold 500% of annual cash retainer; all current non‑executive directors meet guidelines except the two newest (Foufopoulos‑De Ridder and Beck); implies Mr. Turgeon is in compliance .
Anti‑hedging/pledging policy: Hedging, short sales, and derivative transactions are prohibited for directors and specified insiders .
Governance Assessment
- Independence and committee service: Non‑independent status (former Co‑CEO) and no committee assignments reduce potential committee‑level conflicts but also limit formal oversight roles; independence classification is transparent .
- Attendance and engagement: Strong signal—100% attendance at board meetings in 2024; board held routine executive sessions (4) without management .
- Pay alignment and equity: Post‑retirement continuation of vesting on prior executive RSUs is allowed under MEIP and award agreements; 2022 performance RSUs paid out at 0% on combined TSR/ROIC result (ROIC −8.0%), reinforcing a pay‑for‑performance posture .
- Ownership alignment: Significant beneficial ownership (685,074 shares) and compliance with director ownership guidelines support alignment with shareholders .
- Potential conflicts and related‑party exposure: No specific related‑party transactions involving Mr. Turgeon disclosed; broader Tasnee/Cristal agreements exist at the company level and are governed by a Related Party Transactions Policy overseen by CG&S Committee . Non‑independent status as former executive is the primary inherent conflict signal.
- Compensation practices: No excise tax gross‑ups in CIC; adoption of Dodd‑Frank clawback; anti‑hedging policy; director tax equalization for UK domicile is disclosed and applied across directors (standard for UK plc structure) .
RED FLAGS
- Non‑independent director status (former Co‑CEO) may raise concerns about management influence, though mitigated by lack of committee assignments .
- Continuation of vesting of significant prior executive equity while serving as director could blur pay distinctions; however, 2022 performance RSUs forfeited on results (0% payout), supporting performance discipline .
- Director tax equalization and UK tax reimbursements are disclosed; while standard for UK domicile, investors may view such perquisites skeptically if not tightly controlled .
Say‑on‑pay & shareholder feedback context
- 2024 say‑on‑pay approval ~97%; at least 96% approval for each of the last six years, indicating strong investor support for compensation governance .
Compensation peer group governance context
- 2024 peer group (13 companies) and 2025 additions documented; use of independent consultants (FW Cook, FIT Remuneration) and annual review processes indicate robust compensation committee governance .
Overall, Turgeon brings deep operational and industry expertise and meaningful share ownership. Governance risks center on his non‑independent status and legacy equity vesting, mitigated by zero committee roles, full meeting attendance, and strong company‑level pay‑for‑performance features and policies .