Jeffrey Engle
Tronox HoldingsAbout Jeffrey Engle
Senior Vice President, Commercial & Strategy at Tronox (appointed March 2021), with over 20 years at the company across sales/marketing, R&D, strategic planning, and business development. Age 47; B.S. Chemical Engineering (Oklahoma State University) and MBA (Auburn University) . In 2024, Tronox delivered approximately $3.1B net sales, $564M Adjusted EBITDA, and ~18% Adjusted EBITDA margin amid difficult TiO2 markets, tying executive pay to safety, carbon intensity, EBITDA less capex, and EBITDA margin vs. peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tronox | Senior Vice President, Commercial & Strategy | 2021–present | Leads commercial strategy during market downcycle; accountable for AIP metrics linked to FCF and relative margins . |
| Tronox | VP, Global Marketing & R&D | 2001–2021 (prior roles) | Drove product/commercial initiatives; progressed into enterprise strategy responsibilities . |
External Roles
- Not disclosed in proxy for Mr. Engle .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual AIP Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 476,204 | 60% (per employment letter) | 234,021 | Target AIP $288,630; paid 81.1% of target driven by 70.1% company component and 125% individual component . |
| Equity Grant Policy | Detail |
|---|---|
| Annual equity award guideline | 120% of salary (employment letter) |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics and Payout
| Metric | Weighting | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| Adjusted EBITDA – Capital Expenditures | 50% | Not disclosed | Not disclosed | Contributes to Overall Tronox 70.1% payout . |
| Adjusted EBITDA Margin vs TiO2 Peers (Chemours TT, Kronos, LB Group) | 30% | Not disclosed | Not disclosed | Contributes to Overall Tronox 70.1% payout . |
| Safety – DIFR per 200,000 hours | 7.5% | 0.15 | 0.17 | Miss (included in overall 70.1%) . |
| Safety – TRIFR per 200,000 hours | 7.5% | 0.36 | 0.33 | Beat (included in overall 70.1%) . |
| Sustainability – CO2 intensity (tCO2e/t product) | 5% | 1.386 (17% down vs 2019) | 1.338 (20% down vs 2019) | Beat (included in overall 70.1%) . |
| Individual Performance (Engle) | 20% of AIP | 100% baseline | 125% | 72,158 of bonus . |
| Overall Tronox Component (Engle) | 80% of AIP | — | 70.1% | 161,864 of bonus . |
| Total AIP Paid (Engle) | — | — | — | 234,021 . |
2024 Long-Term Incentive Program (LTIP) – Grants and Vesting
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Performance Window | Vesting |
|---|---|---|---|---|---|
| 2/21/2024 | Time-based RSUs | 23,387 | 347,297 | — | One-third on Mar 5, 2025/2026/2027 . |
| 2/21/2024 | Performance RSUs – TSR vs Capital Markets Peer Group | Target 11,693; Thr 2,923; Max 23,386 | 253,504 | 1/1/2024–12/31/2026; payout 25–200% of target | Vests Mar 5, 2027, subject to performance . |
| 2/21/2024 | Performance RSUs – ROIC (2026 ROIC) | Target 11,693; Thr 2,923; Max 23,386 | 173,641 | 2024–2026 with vesting based on 2026 ROIC | Vests Mar 5, 2027, subject to performance . |
Notes:
- Maximum overall vesting capped at 200% of target RSUs .
- Dividend equivalents accrue and pay at vesting .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Beneficially owned shares | 66,655 |
| Shares outstanding (as of 3/10/2025) | 158,462,071 |
| Ownership % | ~0.042% (calculated from values above) |
| Executive stock ownership guideline | 300% of base salary |
| Compliance status (NEOs) | All current NEOs met guideline except Mr. AlJunaidi |
| Anti-hedging/derivatives policy | Hedging, short sales, and derivatives prohibited |
| Clawback policy | Dodd-Frank compliant; recoup “excess” incentive comp on restatement; adopted Oct 2023 |
Outstanding Unvested/Unearned Awards at 12/31/2024 (Engle)
| Grant Date | Time-Based RSUs Unvested (#) | Market Value ($) | Performance RSUs Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2/3/2022 | 3,672 | 36,977 (at $10.07) | 11,016 | 110,931 (at $10.07) |
| 2/21/2023 | 14,632 | 147,344 (at $10.07) | 21,948 | 221,016 (at $10.07) |
| 2/21/2024 | 23,387 | 235,507 (at $10.07) | 23,386 | 235,497 (at $10.07) |
Notes:
- Market value uses $10.07 closing price on 12/31/2024 .
- No stock options outstanding for NEOs .
Vesting Cadence and Potential Selling Pressure
- Time-based RSUs vest each March 5 for three years following grant, creating potential tax-withholding sales around early March annually .
- Performance RSUs granted in 2022/2023/2024 have cliff vest dates of Mar 5, 2025/2026/2027, subject to TSR percentile and 2026 ROIC results; 25–200% payout range can amplify vesting volume in March 2027 .
- No pledging disclosure; hedging/derivatives prohibited, which reduces misalignment risk .
Employment Terms
| Term | Detail |
|---|---|
| Employment letter effective date | September 13, 2021 |
| Base salary | $425,000 (initial letter) |
| Target bonus | 60% of salary |
| Annual equity award guideline | 120% of salary |
| Severance (termination without cause) | 12 months base salary plus annual target bonus, paid lump sum, subject to release |
| Change-in-control (CoC) within 12 months | One times (salary + target bonus) in addition to 12 months base salary severance |
| Non-compete / Non-solicit | Not disclosed in proxy |
| Clawback | Company-wide clawback adopted Oct 2023 |
| Anti-hedging | Company-wide anti-hedging/derivatives policy |
| Pension (Qualified Plan, frozen) | Present value $61,831; 7.833 years credited service |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: AIP tied 80% to company outcomes and 20% to individual goals; LTIP split 50% time-based and 50% performance RSUs with 25–200% payout range .
- AIP incorporates ESG: 15% safety, 5% CO2 intensity; 2024 safety mixed (DIFR miss, TRIFR beat) and CO2 intensity exceeded target .
- No option repricing; no excise tax gross-ups in CoC provisions for executives; independent compensation consultant FW Cook engaged .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval ~97% in 2024; at least 96% in each of the past 6 years; investors praised alignment of AIP/LTIP metrics with shareholder interests .
Equity Ownership & Governance Signals
- Executive ownership guidelines (CEO 5x salary; NEOs 3x) enforced; Engle meets guideline; anti-hedging policy in place; Dodd-Frank clawback adopted .
- Beneficial ownership modest (~0.042% of shares outstanding), typical for NEOs; vesting cadence concentrated in early March can drive routine tax-related sales .
Investment Implications
- Alignment: Engle’s pay leverages multi-metric AIP and performance RSUs (TSR vs peers; ROIC), plus strict ownership, anti-hedging, and clawback policies—favorable for pay-for-performance linkage .
- Retention: Time-based RSUs over three years and CoC severance terms provide retention incentives; no options outstanding reduces repricing risk; pension is small, mitigating legacy overhang .
- Trading signals: Expect recurring vesting-related activity around March 5 each year; 2027 could see elevated PSU vesting contingent on TSR percentile and 2026 ROIC outcomes (25–200% range) .
- Performance sensitivity: AIP weights free cash flow (EBITDA–capex) and relative margins vs TiO2 peers; monitoring Tronox’s margin vs Chemours/Kronos/LB Group and capex discipline is key to Engle’s cash bonus trajectory .