Jeffrey Neuman
Tronox HoldingsAbout Jeffrey Neuman
Jeffrey N. Neuman, age 63, has served as Senior Vice President, General Counsel and Corporate Secretary of Tronox since April 2018, leading legal, governance, compliance, and corporate transactions after prior senior legal roles at Honeywell and work as an M&A attorney at Davis Polk and an investment banker at Merrill Lynch; he holds a BA (Wesleyan), MA (Harvard), and JD (Northwestern) . Company performance context for incentive alignment: 2024 net sales were approximately $3.1B, Adjusted EBITDA $564M, and Adjusted EBITDA margin ~18% amid challenging TiO2 markets; executive incentives include ESG components with safety and carbon intensity targets embedded in the AIP and TSR/ROIC in LTI .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honeywell International | Vice President, Corporate Secretary and Deputy General Counsel | 2002–2018 | Oversaw corporate governance, SEC/NYSE compliance, shareholder relations, M&A, treasury, IP/trademark functions |
| Davis Polk & Wardwell | M&A Attorney | Prior to Honeywell | Advised corporate transactions (M&A) |
| Merrill Lynch | Investment Banker | Prior to law practice | Corporate finance and advisory experience |
External Roles
No public-company directorships or external board roles disclosed for Neuman in the proxy .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $555,538 | $572,785 | $589,448 |
| Non-Equity Incentive (AIP) Paid | $286,566 | $242,780 | $316,153 |
| Target Bonus % (AIP) | — | — | 70% of salary |
| Target Bonus $ (AIP) | — | — | $415,554 |
| 2024 AIP Payout Mix | — | — | Overall Tronox results $233,043; Individual performance $83,111; Total $316,153 (76.1% of target) |
Performance Compensation
Annual Incentive Program (AIP) – 2024 Metrics and Outcomes
| Metric | Weighting | Target | Actual | Notes |
|---|---|---|---|---|
| Adjusted EBITDA less Capex | 50% | Not disclosed | Not disclosed | Core FCF proxy; contributes to overall company payout of 70.1% |
| EBITDA Margin vs TiO2 Peers | 30% | Not disclosed | Not disclosed | Peer set: Chemours TT, Kronos, LB Group |
| Safety – DIFR | 7.5% | 0.15 | 0.17 | Slight miss; top-quartile ambition |
| Safety – TRIFR | 7.5% | 0.36 | 0.33 | Achieved; lowest in two decades |
| Carbon Intensity (tCO2e/t) | 5% | 1.386 (−17% vs 2019) | 1.338 (−20% vs 2019) | Exceeded target due to 200 MW South Africa solar |
Overall AIP company component paid at 70.1% of target; individual performance for Neuman was 100% of the individual component .
Long-Term Incentive Program (LTI) – 2024 Grant Design and Neuman Awards
| Element | Weighting | Metric | Grant Date | Target/Units | Vesting | Grant Date FV |
|---|---|---|---|---|---|---|
| Time-based RSUs | 50% | Service | 2/21/2024 | 35,033 RSUs | 1/3 on Mar 5, 2025/2026/2027 | $520,240 |
| Performance RSUs (TSR) | 25% | 3-yr TSR vs Capital Markets Peer Group | 2/21/2024 | Target 17,517 (Th 4,379; Max 35,034) | Mar 5, 2027; 0–200% payout | $379,769 |
| Performance RSUs (ROIC) | 25% | ROIC in 2026 (year 3) | 2/21/2024 | Target 17,517 (Th 4,379; Max 35,034) | Mar 5, 2027; 0–200% payout | $260,127 |
Capital Markets Peer Group TSR design has been used since 2019; RSUs vest on fixed March 5 dates to avoid blackout periods .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/10/2025) | 209,561 shares; <1% of outstanding |
| Unvested Time-based RSUs (by grant) | 5,913 (2022), 22,237 (2023), 35,033 (2024); market values $59,544, $223,927, $352,782 (at $10.07) |
| Unearned Performance RSUs (by grant) | 17,738 (2022), 33,354 (2023), 35,034 (2024); payout value basis $178,622, $335,875, $352,792 (at $10.07) |
| Stock Ownership Guidelines | Executives: 300% of base salary; CEO 500%; Directors 500% of cash retainer |
| Compliance Status | All current NEOs except Mr. AlJunaidi met guidelines as of proxy date (Neuman compliant) |
| Hedging/Pledging | Anti-hedging/short sales/derivatives prohibited; no pledging disclosure noted |
Nonqualified deferred compensation (Savings Restoration Plan): 2024 executive contribution $166,446; registrant contribution $72,498; earnings $244,117; aggregate balance $2,064,610 .
Employment Terms
| Provision | Neuman Terms |
|---|---|
| Start Date and Role | Effective April 5, 2018; SVP, General Counsel & Secretary |
| Base Salary & Target Bonus in Letter | Initial base $500,000; AIP target 70% of salary; annual equity award guideline 150% of salary |
| Severance – Without Cause | 12 months base salary lump sum (release required) |
| Severance – Without Cause within 12 months post-Change in Control (Double trigger) | Two times base salary plus one times target bonus (summary schedule); letter describes one times (base+target bonus) plus 12 months base severance (company schedule clarifies multiples) |
| Equity Treatment – Death/Disability | All RSUs (time and performance) vest immediately; performance units at target |
| Equity Treatment – Involuntary Without Cause | Pro-rata vesting rules based on timing; performance RSUs may remain outstanding to vest on schedule based on actual performance; time RSUs pro-rated to next vest date |
| Equity Treatment – CoC Termination | All outstanding RSUs vest immediately; performance units at target |
| Clawback | NYSE-compliant no-fault clawback for 3-year lookback upon restatement; adopted Oct 2023 |
| Excise Tax Gross-ups | None in change-in-control provisions |
| Anti-hedging | Hedging/shorting/derivatives prohibited for insiders and related persons |
Investment Implications
- Pay-for-performance alignment: Neuman’s AIP and LTI design ties material pay to company FCF proxy (Adjusted EBITDA less Capex), peer-relative margin, safety/ESG, and long-horizon TSR/ROIC with 0–200% caps, supporting shareholder alignment through cyclicality and sustainability priorities .
- Retention and selling pressure: Significant unvested RSUs across 2022–2024 grants and performance conditions through Mar 2027, plus ownership guideline compliance, suggest lower near-term insider selling pressure and stronger retention incentives absent disclosed sales; anti-hedging further limits de-risking via derivatives .
- Governance and risk: Double-trigger CoC terms (moderate multiples), robust clawback, and no excise tax gross-ups reduce shareholder-unfriendly risk; very high say-on-pay support (~97% in 2024) indicates investor acceptance of compensation structure .
- Execution capacity: As General Counsel, Neuman’s remit includes cybersecurity governance (chairs IT Security Council), capital markets documentation (repurchase plan notices designate General Counsel), and compliance infrastructure, supporting operational risk management and capital allocation execution quality .