John Romano

About John Romano

John D. Romano is Chief Executive Officer of Tronox Holdings plc and a director since March 18, 2021; he became sole CEO on April 1, 2024 after serving as Co‑CEO since March 18, 2021. He has been with Tronox and its predecessors since 1988, holding senior roles across sales, marketing, pigment operations, and commercial strategy; he holds a bachelor’s degree in Accounting from Oklahoma State University and is age 60 as of March 15, 2025 . Under his leadership in 2024, Tronox delivered approximately $3.1B of net sales and $564M Adjusted EBITDA amid difficult markets, maintained best‑in‑class EBITDA margins vs Western TiO2 peers, improved safety (TRIFR lowest in two decades), and advanced major renewable energy projects in South Africa and Australia . Shareholder support for executive pay remains strong (≈97% Say‑on‑Pay approval in 2024; ≥96% for six straight years) .

Past Roles

External Roles

• No external public company directorships or committee roles are mentioned in Romano’s proxy biography .

Fixed Compensation

Multi‑year summary compensation (SEC SCT):

Key 2024 cash/elements:

• Base salary increased to $1,100,000 effective 2024 with promotion to sole CEO (from $950,000) .
• Target AIP increased to 130% of salary for 2024 .
• 2024 AIP paid $1,087,944 (76.1% of target) for Romano (breakout below) .

Pension/benefits:

• Present value of accumulated benefit (Tronox Inc. Retirement Plan) as of 12/31/2024: $671,200 .
• Perquisites include financial counseling up to $10,000 and UK‑related tax items due to UK domicile; CEO may receive tax equalization for UK obligations as disclosed in “All Other Compensation” .

Performance Compensation

Annual Incentive Plan (AIP) design and 2024 outcome:

AIP metrics also embed ESG: 15% safety, 5% carbon intensity reduction .

Long‑Term Incentive Program (LTIP) – 2024 grants and structure:

• Mix: 50% time‑based RSUs (3‑year ratable vesting), 50% performance‑based RSUs (PSUs) split 50% TSR vs capital‑markets peer group and 50% ROIC (2026 level); max payout 200% .
• Standard vest dates: time‑based RSUs vest one‑third each March 5 starting the year after grant; PSUs vest March 5 following the 3‑year period, subject to performance (TSR percentile: 35th=25%, 50th=100%, 65th=200%) .

2024 CEO awards (grant date 2/21/2024):

• Time‑based RSUs: 185,185 units; grant‑date fair value $2,749,997 .
• PSUs – TSR: Target 92,593 (Threshold 23,148; Max 185,186); grant‑date fair value $1,375,006 .
• PSUs – ROIC: Target 92,593 (Threshold 23,148; Max 185,186); grant‑date fair value $2,007,416 .
• CEO target LTIP opportunity increased to $5.5M with promotion to sole CEO .

Recent PSU performance (2019–2021 and 2022–2024 cycles):

• 2022–2024 PSU outcomes: TSR percentile ≈16.6th → 0% vesting for TSR component; 3‑yr average annual ROIC improvement −8.0% vs 2021 → 0% vesting for ROIC component; overall PSU payout 0% for the February 2022 grant vesting in March 2025 .

Equity Ownership & Alignment

• Beneficial ownership: 734,552 ordinary shares as of March 10, 2025 (includes RSUs vesting within 60 days) .
• Outstanding unvested awards at 12/31/2024:

• Ownership guidelines: CEO 5x base salary; the company discloses all current NEOs other than one (not the CEO) have met guidelines as of the proxy date—implying CEO compliance .
• Anti‑hedging policy prohibits hedging, short sales, and derivatives on Company securities (mitigates misalignment); no pledging policy disclosure is noted in the proxy .

Employment Terms

CEO Employment Agreement (Feb 28, 2024):

• Compensation: Minimum $1.1M base salary; 130% target bonus; 2024 LTIP grant $5.5M; standard benefits and a $10,000 annual stipend for financial/tax advisory .
• Termination without cause / for good reason (non‑CIC):
  • Cash: 2x (base + target bonus) .
  • Pro‑rata AIP for year of termination (based on actual results) .
  • Medical: up to 18 months company‑paid COBRA .
  • Equity: as per plan (pro‑rata/time‑based continuation per award terms) .
• Change‑in‑Control (CIC) double‑trigger (90 days prior to, through 24 months after a CIC):
  • Cash: 3x (base + target bonus) .
  • Pro‑rata AIP for year of termination (actual results) .
  • Medical: up to 18 months COBRA .
  • Equity: full acceleration; PSUs at target .
• No excise tax gross‑ups under CIC provisions (shareholder‑friendly) .
• Clawback: Dodd‑Frank compliant policy adopted Oct 2023 (3‑year lookback on “excess” incentive comp for accounting restatements) .

Board Governance

• Role: CEO and non‑independent director since 2021; not a member of Board committees .
• Independence and leadership structure: Chair and CEO roles are separated; independent Chair (Ilan Kaufthal) presided over four executive sessions in 2024—mitigating dual‑role concerns .
• Committees (all independent): Audit; Human Resources and Compensation (HRCC); Corporate Governance and Sustainability; Romano is not listed on any committee roster .
• Attendance: The Board and all committees reported 100% attendance in 2024 .

Compensation Program Design Notes (alignment levers)

• Pay mix emphasizes at‑risk pay: 2024 CEO target ~86% at‑risk; PSUs remain 50% of LTIP, tied to TSR vs a capital‑markets peer set and ROIC (max 200%) .
• AIP embeds ESG: 15% safety; 5% CO2 intensity reduction .
• AIP includes a relative profitability metric (Adjusted EBITDA margin vs TiO2 peers: Chemours Titanium Technologies, Kronos Worldwide, and LB Group) to neutralize end‑market cyclicality .
• Strong shareholder support for pay: 2024 Say‑on‑Pay ≈97%; ≥96% for six straight years .
• Independent consultants: FW Cook and FIT Remuneration engaged by HRCC; no conflicts .

Performance & Track Record Indicators

• 2024 business outcomes: Net sales ≈$3.1B; Adjusted EBITDA $564M; continued capex ($370M) to extend mines and efficiency; maintained best‑in‑class EBITDA margins among Western TiO2 peers; returned $80M via dividends; refinanced term loans, extending maturities and lowering rates .
• Safety/ESG execution: TRIFR target achieved and lowest in two decades; company exceeded 2024 CO2 intensity reduction target (20% vs 17% plan) as 200 MW South Africa solar came fully online; a second 200 MW renewable project planned by 2027 .
• Long‑term incentives “pay for performance” evidence: 2022 PSU cycle (vesting Mar‑2025) paid 0% on both TSR and ROIC metrics given underperformance versus thresholds .

Revenues and EBITDA (context for value creation)

• Values retrieved from S&P Global.*

Director/Board Service and Compensation (Romano as director)

• Board service: Director since 2021; non‑independent (executive) .
• Committee roles: None (committees fully independent) .
• Attendance: 100% Board and committee meetings in 2024 (company‑wide) .
• Director pay: Executive directors do not receive non‑employee director retainers/RSUs; separate management compensation applies (see Fixed/Performance sections) .

Compensation Peer Groups and Targets

• Compensation benchmarking peer groups: 2024 peer set of 13 diversified/specialty chemicals and related companies; expanded in 2025 to include Axalta, Element Solutions, Ingevity . Targeting ~50th percentile for market competitiveness with considerable pay‑for‑performance overlay .
• TSR “capital‑markets peer group” for PSUs (2024 list includes Ashland, Avient, Axalta, Cabot, Eastman, FMC, H.B. Fuller, Iluka, Koppers, Kronos, Minerals Technologies, Olin, Orion, Quaker Houghton, Rayonier AM, RPM, Chemours; U.S. Silica removed after acquisition) .

Related Party Transactions (governance controls)

• Policy and oversight: Written Related Party Transactions Policy administered by the Corporate Governance & Sustainability Committee .
• Cristal/Tasnee legacy agreements (transition, technical services, commercial): disclosed with references to 10‑K Note 22; two Cristal‑appointed directors serve on the board, not on committees .

Say‑on‑Pay & Shareholder Engagement

• 2024 Say‑on‑Pay approval ≈97%; ≥96% support for six consecutive years; active engagement with holders representing ≈21% of shares in early 2025 specifically on compensation/governance/sustainability .

Investment Implications

• Alignment strength: High at‑risk mix (86% for CEO) and 50% PSU weight with challenging TSR/ROIC hurdles, evidenced by 0% PSU payout for the 2022 cycle; robust clawback and no CIC gross‑ups are shareholder‑friendly .
• Retention economics: CEO severance of 2x base+bonus (3x upon CIC) plus equity treatment and 18 months medical provides stability but modest change‑of‑control cost relative to peers; double‑trigger equity acceleration at target for PSUs could be material in a transaction scenario .
• Execution risk and signals: 2024 AIP paid 70.1% on company metrics (TRIFR/CO2 over‑achievement offset a miss on relative margin), with CEO overall payout at 76.1%; PSU underperformance (0% for 2022 cycle) underscores a strict link to multi‑year value creation .
• Ownership and selling cadence: CEO meets stringent 5x salary stock ownership guideline; time‑based RSUs vest each March 5, which can concentrate potential liquidity around standard trading windows; anti‑hedging policy reduces misalignment risk .
• Governance mitigants to dual role: Independent Chair, fully independent committees, and regular executive sessions reduce CEO/director conflict risks .

Notes and sources: All data and statements are sourced from Tronox’s 2025 DEF 14A and related company filings as cited after each sentence or table cell. AIP/PSU metrics, payouts, and employment terms are taken directly from the proxy. Revenues/EBITDA in the “Revenues and EBITDA” table are from S&P Global (see asterisk).