Jonathan Flood
Tronox HoldingsAbout Jonathan Flood
Jonathan Flood is Vice President, Corporate Controller and Principal Accounting Officer at Tronox Holdings plc, age 44, responsible for global consolidations, technical accounting, external reporting, and compliance with SEC/IFRS; he holds a BBA in Accounting from Pace University and is a CPA . He joined Tronox in November 2019 as Assistant Corporate Controller, was promoted to VP Corporate Controller on May 6, 2020, and has served as Principal Accounting Officer since February 2022; he is a routine signatory on Tronox’s 10-Qs alongside the CFO . Company performance context in 2024: net sales ≈ $3.1B, Adjusted EBITDA $564M, and EBITDA margin ≈18% amid challenging TiO2 markets; TSR since 12/31/2019 declined to $103 in 2024 from prior peaks, while Adjusted EBITDA less Capex was $194M for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tronox Holdings plc | VP Corporate Controller; Principal Accounting Officer | VP Controller since May 6, 2020; PAO since Feb 2022 | Leads global consolidation, technical accounting, SEC/IFRS compliance, and accounting policy . |
| Tronox Holdings plc | Assistant Corporate Controller | Nov 2019–May 2020 | Supported post-acquisition integration and reporting . |
| Linde plc (formerly Praxair) | Various accounting positions | — | Key team member for pre- and post-merger accounting compliance and integration (2018 merger) . |
External Roles
No public company directorships or external board roles disclosed for Flood .
Fixed Compensation
Not individually disclosed for Flood (non-NEO). Company-wide policies include competitive base pay and benefits; executives participate in U.S. Savings/retirement plans and standard health/welfare programs as applicable .
Performance Compensation
Tronox’s Annual Incentive Plan (AIP) ties 80% to company metrics and 20% to individual performance; 2024 company component paid at 70.1% of target for NEOs (Flood’s specific payout not disclosed) .
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Adjusted EBITDA less Capex | 50% | Board-approved 2024 target (not disclosed) | Not disclosed | Included in overall AIP company result (70.1%) . |
| Adj. EBITDA Margin vs TiO2 peers | 30% | Above peers (Chemours TT, Kronos, LB Group) | Not disclosed | Included in overall AIP company result (70.1%) . |
| Safety – DIFR | 7.5% | 0.15 | 0.17 | Slight miss . |
| Safety – TRIFR | 7.5% | 0.36 | 0.33 | Achieved; best in two decades . |
| CO2 Intensity (Scope 1+2) | 5% | 1.386 tCO2e/t (−17% vs 2019) | 1.338 tCO2e/t (−20% vs 2019) | Overachieved . |
Long-term incentives for executives are split 50% time-based RSUs and 50% performance RSUs (TSR vs peer set and ROIC), with maximum vesting at 200% of target; vesting for performance RSUs occurs after three-year performance periods .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (as reported) | 37,555 shares as of Mar 6, 2024 . |
| Subsequent reported holding | 52,297 shares as of Mar 7, 2025 . |
| Shares outstanding | 158,462,071 as of Mar 10, 2025 . |
| Ownership % | ~0.033% (52,297 / 158,462,071) as of Mar 7, 2025; ~0.024% (37,555 / 158,462,071) as of Mar 6, 2024 . |
| Stock ownership guidelines | Executive officers: 300% of base salary; CEO 500%; non-employee directors 500% of annual retainer . |
| Anti-hedging/short sales | Hedging, short sales, and derivatives prohibited for directors, executive officers, restricted trading list employees, and related persons . |
| Clawback | Dodd-Frank-compliant clawback adopted Oct 2023; recoup “excess” incentive comp on restatement (three-year lookback) . |
| Pledging | No explicit pledging policy disclosure; anti-hedging/derivatives prohibitions in place . |
RSU Vesting Schedule (as of Form 3 filing)
| Grant Date | RSUs Granted | Vesting Schedule | Notes |
|---|---|---|---|
| Feb 6, 2020 | 15,643 | 7,821 vest Mar 5, 2022; 7,822 vest Mar 5, 2023 | As reported on Form 3 . |
| Feb 4, 2021 | 4,601 | Vest in equal thirds Mar 5 of 2022, 2023, 2024 | . |
| Feb 3, 2022 | 3,920 | Vest in equal thirds Mar 5 of 2023, 2024, 2025 | . |
Insider Transactions
| Date | Type | Shares | Price | Proceeds |
|---|---|---|---|---|
| Mar 6, 2024 | Sale (Form 4) | 5,350 | $14.94 | $79,925 . |
| Mar 5, 2025 | Form 4 filed | — | — | Filing exists (EDGAR index) . |
Note: Additional routine “Stock Award(Grant)” entries appear in Yahoo insider logs but without share counts; Flood is a regular filer around annual vest dates .
Employment Terms
- Role scope: Principal Accounting Officer responsible for external reporting, accounting policy, and multi-jurisdictional regulatory compliance .
- Governance overlays: Anti-hedging policy, share ownership guidelines, and clawback policy apply to executive officers .
- Individual employment agreement, severance, and change-of-control terms for Flood are not disclosed; CEO and NEO terms are detailed separately (e.g., CEO severance 2–3x salary+bonus with CIC acceleration) .
Performance & Track Record
| Period | Indicator | Data |
|---|---|---|
| 2020–2024 | TSR (cumulative value of $100 since 12/31/2019) | $133 (2020); $222 (2021); $131 (2022); $140 (2023); $103 (2024) . |
| 2024 | Net Sales | ≈ $3.1B . |
| 2024 | Adjusted EBITDA | $564M; margin ≈18% . |
| 2024 | Adjusted EBITDA less Capex (Pay vs Performance metric) | $194M . |
Say-on-Pay & Shareholder Feedback
Say-on-Pay approval ≈97% at the May 8, 2024 AGM; ≥96% each of the last six years, reflecting support for compensation design and metrics alignment (including safety and CO2 reductions) .
Investment Implications
- Alignment: Flood’s equity holdings are modest in percent terms, but recurring RSU grants/vests and anti-hedging/clawback frameworks promote alignment and governance discipline; executive ownership guidelines (3x salary) apply across executive ranks .
- Retention and selling pressure: RSU schedules vest annually each March (historically 2022–2025), which can create predictable selling windows; observed sale in March 2024 was relatively small ($~80K), suggesting limited near-term selling pressure from Flood specifically .
- Execution risk: As PAO and controller, Flood’s remit is central to reporting integrity and compliance; consistent 10-Q signoffs underscore operational continuity amidst macro volatility . Company AIP includes ESG and safety metrics, with safety performance mixed (TRIFR beat; DIFR slight miss) and CO2 intensity beating target—signals continued focus beyond financial metrics .
- Compensation governance: Strong shareholder support, independent consultants, anti-hedging, and clawback reduce governance risk, though individual severance/CIC terms for Flood are not disclosed; CEO CIC terms include 3x salary+bonus and accelerated vesting, indicative of broader leadership protections rather than PAO-specific terms .