Jennifer Guenther
Vice President, Chief Sustainability Officer, Head of Investor Relations and External Affairs at 
Tronox Holdings
Tronox HoldingsExecutive
About Jennifer Guenther
Jennifer Guenther is Vice President, Chief Sustainability Officer, Head of Investor Relations and External Affairs at Tronox (TROX), appointed June 2024; she previously served as CSO and Head of IR (April 2023), VP Investor Relations (April 2020), and joined Tronox in 2018 as VP Business Development . She is 37, holds a B.S. in Business Administration (magna cum laude) and a B.A. in International Business Studies (cum laude) from the University of Missouri, and an MBA from Harvard Business School . Company performance metrics central to executive pay include Adjusted EBITDA less Capex ($194M in 2024) and multi-year TSR/ROIC used in LTIP; the 2024 annual incentive paid 70.1% of target on company metrics, while the 2022–2024 LTIP paid 0% on both TSR and ROIC components .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tronox | VP, Chief Sustainability Officer, Head of IR & External Affairs | Jun 2024–present | Elevates ESG and investor communication; integrates sustainability with external affairs and IR |
| Tronox | Chief Sustainability Officer & Head of Investor Relations | Apr 2023–Jun 2024 | Advanced ESG alignment with SASB/GRI/TCFD; strengthened investor disclosures |
| Tronox | Vice President, Investor Relations | Apr 2020–Apr 2023 | Led IR function through market cyclicality; supported pay-for-performance communications |
| Tronox | Vice President, Business Development | Aug 2018–Apr 2020 | Supported strategic transactions and growth initiatives |
| Goldman Sachs (Investment Banking Division) | Vice President | Not disclosed (pre-2018) | Advised on M&A, financings, IPOs/LBOs/recaps in Industrials and Leveraged Finance |
| Solutia Inc. | Corporate Strategy & Development; Chief of Staff to CEO | Not disclosed (pre-2018) | Focused on emerging market growth, M&A; supported CEO-level execution |
External Roles
- None disclosed in company filings for public or private boards or committee roles .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | Not disclosed for Guenther | Executive cash pay is reviewed by HRCC against peer medians; specific amounts disclosed for NEOs only |
| Target Bonus (% of salary) | Not disclosed for Guenther | AIP structure: 80% company metrics, 20% individual; NEO targets range 60–130% in 2024; Guenther’s target not disclosed |
| Actual Annual Bonus ($) | Not disclosed for Guenther | 2024 company metrics payout was 70.1% of target; individual portion determined by HRCC; Guenther’s payout not disclosed |
Performance Compensation
Annual Incentive Program (AIP) – 2024 Metrics, Targets, and Payout
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % | Resulting Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA less Capex ($M) | 50% | 154 | 209–259 | 314 | 194 | 86.4% | 43.2% |
| Adj. EBITDA Margin vs TiO2 Peers (%) | 30% | 3.4 | 7.4 | 11.4 | 0.8 | 0.0% | 0.0% |
| Safety: DIFR | 7.5% | 0.19 | 0.15 | ≤0.11 | 0.17 | 75.0% | 5.6% |
| Safety: TRIFR | 7.5% | 0.44 | 0.36 | ≤0.30 | 0.33 | 150.0% | 11.3% |
| Sustainability: CO2 tons/ton | 5.0% | 1.481 | 1.386 | ≤1.386 | 1.338 | 200.0% | 10.0% |
| Total Company Payout | — | — | — | — | — | — | 70.1% |
- TiO2 peers for margin benchmarking: Chemours Titanium Technologies Segment, Kronos Worldwide, and LB Group (replacing Venator after bankruptcy) .
Long-Term Incentive (LTIP) Design and Vesting
- Award mix: 50% time-based RSUs (vesting one-third on March 5 in 2025/2026/2027), 50% performance-based RSUs (TSR vs Capital Markets Peer Group and ROIC in year 3; vest post-performance, typically March 5, 2027 for 2024 grants) .
- Company uses a Capital Markets Peer Group for TSR that aligns with industry cyclicality and EBITDA multiples; performance range 25–200% of target units .
LTIP Performance Results – 2022 Grants (Performance Period: 2022–2024; Vested March 2025)
| Metric | Below Threshold | Threshold | Target | Max | Actual | Payout % |
|---|---|---|---|---|---|---|
| TSR Percentile vs Peer Group | <35th (0%) | 35th (25%) | 50th (100%) | ≥65th (200%) | 16.6th percentile; TSR -45.9% | 0.0% |
| 3-yr Avg Annual ROIC Improvement vs 2021 | — | 1.6% (25%) | 3.2% (100%) | ≥4.8% (200%) | -8.0% | 0.0% |
| Overall Performance-Based RSU Payout | — | — | — | — | — | 0.0% |
Equity Ownership & Alignment
| Policy/Guideline | Detail |
|---|---|
| Executive Share Ownership Guidelines | CEO: 500% of base salary; Executive Officers: 300%; Other CEO direct reports at VP+: 100%; Directors: 500% of cash retainer |
| Guideline Measurement | Counts shares owned outright and 60% of time-based RSUs; excludes unvested performance-based RSUs; 5 years to reach guidelines; once met, price declines do not cause non-compliance if share count maintained |
| Compliance Status | All current NEOs except Mr. AlJunaidi met guidelines as of proxy date; individual compliance for Guenther not disclosed |
| Anti‑Hedging/Derivatives | Prohibits hedging, monetization transactions, short sales, and buying/selling puts or calls for Directors and executive officers |
| Clawback | NYSE-compliant recoupment allows recovery of “excess” incentive comp for current/former executive officers over a 3-year lookback in event of financial restatement; no-fault standard |
| Pledging | No pledging disclosure; policy explicitly addresses hedging/derivatives; pledging status for Guenther not disclosed |
- Beneficial ownership table lists directors and NEOs; Guenther’s individual share count is not disclosed, indicating she was not a named executive officer in the proxy .
Employment Terms
- No specific employment agreement, severance, non-compete, non-solicit, or change-of-control terms disclosed for Guenther; such terms are explicitly detailed for NEOs only (e.g., CEO severance multiples, double-trigger CIC vesting) .
Performance & Track Record
Company Pay-versus-Performance Metrics (Context)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Tronox TSR ($100 initial value) | $133 | $222 | $131 | $140 | $103 |
| Peer Group TSR ($100 initial value) | $120 | $152 | $130 | $150 | $138 |
| Net (Loss) Income ($M) | 969 | 286 | 497 | (316) | (54) |
| Adjusted EBITDA less Capex ($M) | 473 | 675 | 447 | 263 | 194 |
- IR leadership: Guenther serves as IR lead on earnings events and releases, introducing Q3’25 earnings call and listed as IR contact on press releases and 8-Ks .
Compensation Structure Analysis
- Heavy at-risk mix: Executives’ pay emphasizes performance; 2024 at-risk target ~69% for other NEOs; LTIP split 50% time-based RSUs and 50% performance-based RSUs (TSR, ROIC) with 25–200% payout ranges .
- Short-term metrics broadened: 2024 AIP added CO2 reduction (5%); safety metrics (15% total) retained; financial metrics remain 80% of company component (Adj EBITDA less Capex 50%; margin vs TiO2 peers 30%) .
- Payout discipline: Company component paid 70.1% of target for 2024; peer-relative margin metric paid 0%; 2022–2024 LTIP paid 0% on TSR and ROIC, evidencing tight alignment and no discretion override .
- Governance protections: No excise tax gross-ups; no option re-pricing; ownership guidelines; anti-hedging; Dodd-Frank clawback adopted .
Related Party Transactions and Red Flags
- No related-party transactions tied to Guenther disclosed in proxy .
- Risk mitigants: Clawback policy (3-year lookback), anti-hedging/derivatives, committee independence, majority voting, and share ownership guidelines .
- Option repricing explicitly prohibited; no cash buyouts of underwater options .
Compensation Peer Group (Benchmarking)
- 2024 compensation benchmarking peer group comprises 13 companies chosen for industry, size, scope, and market dynamics (list not enumerated in the proxy section cited) .
- TSR Capital Markets Peer Group (used for LTIP) included names such as Cabot, H.B. Fuller, Iluka, Koppers, Kronos, Minerals Technologies, Orion, Quaker, Rayonier AM, Synthomer, Chemours, and Venator; acquired entities excluded for final payout; Venator counted as -100% TSR due to bankruptcy .
- TiO2 peers for AIP margin metric: Chemours TT segment, Kronos, LB Group .
Say‑on‑Pay & Shareholder Feedback
| Vote | For & Discretionary | Against | Total Votes | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| UK Directors’ Remuneration Policy (AGM May 3, 2023) | 132,804,350 (97.21%) | 3,805,370 (2.79%) | 136,609,720 | 94,305 | 8,100,081 |
| UK Directors’ Remuneration Report (AGM May 8, 2024) | 140,172,441 (98.02%) | 2,822,606 (1.98%) | 142,995,047 | 28,170 | 6,740,332 |
Investment Implications
- Alignment and payout gating: The 0% LTIP payout on both TSR and ROIC for the 2022–2024 period, alongside a modest 70.1% AIP payout for 2024, demonstrates high pay-performance sensitivity and minimal discretion—reducing concern about misaligned incentives and supporting capital discipline narratives in IR messaging led by Guenther .
- ESG and safety emphasis: The explicit weighting for safety (15%) and CO2 reduction (5%) in AIP embeds operational discipline and sustainability into cash pay—potentially supportive of long-term margin resilience and stakeholder positioning .
- Ownership and trading pressure: Executive ownership guidelines (300% of salary for executive officers), anti-hedging prohibitions, and the clawback regime mitigate hedging/pledging and align skin-in-the-game; however, Guenther’s personal ownership, vesting backlog, and Form 4 activity are not disclosed, limiting direct read-through on potential selling pressure .
- Retention risk: No disclosed individual employment agreement, severance, or CIC protections for Guenther; while company-wide policies for NEOs are robust, the absence of disclosed guarantees for her suggests retention relies on role scope, future equity grants under MEIP, and career trajectory rather than contractual economics .
Monitoring list: Track Section 16 filings (Forms 3/4/5) for Guenther on Tronox’s IR site and SEC EDGAR to quantify ownership changes, vesting, and any discretionary sales; update views if Form 8‑K Item 5.02 discloses any comp arrangements or role changes .
Key links:
- Anti-hedging and clawback policies: **[1530804_0001140361-25-010714_ny20035620x1_def14a.htm:32]** **[1530804_0001140361-25-010714_ny20035620x1_def14a.htm:69]**
- AIP and LTIP structures, metrics, and payouts: **[1530804_0001140361-25-010714_ny20035620x1_def14a.htm:59]** **[1530804_0001140361-25-010714_ny20035620x1_def14a.htm:60]** **[1530804_0001140361-25-010714_ny20035620x1_def14a.htm:61]** **[1530804_0001140361-25-010714_ny20035620x1_def14a.htm:65]** **[1530804_0001140361-25-010714_ny20035620x1_def14a.htm:67]**
- Biography and education: **[1530804_0001140361-25-010714_ny20035620x1_def14a.htm:44]**
- IR leadership on earnings/press: **[0001530804_2270954_0]** **[0001530804_2243496_0]** **[1530804_20251105DA16711:6]** **[1530804_20251029DA10371:0]** **[1530804_0001140361-25-039720_ef20057907_ex99-1.htm:0]**
- Pay vs performance table: **[1530804_0001140361-25-010714_ny20035620x1_def14a.htm:89]**