Lucrèce Foufopoulos-De Ridder

About Lucrèce Foufopoulos-De Ridder

Independent non‑employee director of Tronox Holdings plc (TROX), age 56 as of March 15, 2025; joined the Board in May 2024. Former Executive Vice President at Borealis Group overseeing Polyolefins, Circular Economy Solutions, and Innovation & Technology (2019–2023), with prior senior roles at Eastman Chemical, Dow Chemical, Rohm and Haas, Dow Corning, and Raychem. Brings deep chemicals industry expertise and sustainability/circular economy credentials; currently serves on several global public company boards with committee leadership responsibilities.

Past Roles

External Roles

Board Governance

• Independence: Classified as independent under NYSE listing standards; Board has majority independent directors and fully independent committees.
• Committee Assignments (TROX): Member, Corporate Governance and Sustainability Committee. Not currently on Audit or HRCC.
• Attendance/Engagement: 100% attendance at Board and committee meetings in 2024; Board held 5 meetings and 4 executive sessions.
• Diversity & Refresh: Appointed in 2024 as part of Board’s gender diversity objective; Board targeted ~30% female representation by 2025 AGM.
• Over‑boarding Policy: Limit of five public company boards; all current directors in compliance (she holds multiple boards but within limit).

Fixed Compensation

Notes:

• Standard non‑employee director cash retainer $100,000 annually; committee member retainer $15,000; Audit Chair $50,000; HRCC Chair $20,000; CG&S Chair $20,000. She is not a chair.
• UK tax equalization/payments: None recorded for her in 2024 (no UK tax prep, reimbursements, or equalization payments).

Performance Compensation

Notes:

• TROX director equity is time‑based; no performance‑conditioned PSUs or options are used for directors.
• All non‑employee directors received identical RSU grants and vesting terms at the 2024 AGM.

Other Directorships & Interlocks

Expertise & Qualifications

• Chemicals industry senior leadership with innovation and sustainability orientation; brings global business experience and risk management perspective.
• Board skills matrix emphasizes finance, risk, logistics/supply chain across nominees; she is cited for chemicals and sustainability expertise in her bio.
• Governance depth through CG&S committee membership overseeing sustainability targets, policies, and director remuneration.

Equity Ownership

Ownership alignment policies:

• Director Stock Ownership Guideline: 500% of annual cash retainer; 5‑year compliance window; time‑based RSUs count 60% toward guidelines; performance‑based RSUs do not.
• Compliance Status: Not yet met due to recent appointment; within allowed 5‑year period.
• Anti‑hedging/derivatives and short‑sales prohibited; corporate clawback policy adopted (executive‑focused).

Governance Assessment

• Positive signals:

  • Independent director with deep chemicals and sustainability credentials; sits on CG&S committee, aligning board oversight with ESG strategy and targets.
  • 100% attendance in 2024; demonstrates engagement; Board held executive sessions to review management performance.
  • Equity‑heavy director pay (time‑based RSUs) and robust ownership guidelines support alignment; anti‑hedging policy enhances investor confidence.
  • Strong say‑on‑pay outcomes (97% approval in 2024; ≥96% for last 6 years) signal broad shareholder support for compensation governance.

• Watch items / potential red flags:

  • Multiple external public boards (Amcor, Sika, Vopak, Quaker Houghton) imply significant time commitments; however she remains within TROX’s five‑board limit and is in compliance per policy.
  • Ownership currently small (<1%) given recent appointment; expected to increase as RSUs vest and guidelines phase in over 5 years.
  • Board includes two non‑independent directors nominated by largest shareholder Cristal Netherlands/Tasnee; while not specific to her, this shareholder representation can influence governance dynamics.

• Related‑party risk:

  • No related‑party transactions disclosed for her; Company’s Related Party Transactions Policy overseen by CG&S provides review/mitigation framework.

• Committee effectiveness:

  • CG&S actively oversees sustainability goals, community relations, and director remuneration; collaborates with HRCC on annual ESG targets in AIP, signaling integrated oversight.

Director Compensation Summary (2014–2024 focus year)

TROX ESG/Compensation Context (for pay‑for‑performance environment)

• Annual incentive plan includes safety (DIFR/TRIFR) and carbon intensity metrics alongside financial measures, with 20% of AIP tied to ESG (15% safety; 5% carbon), reinforcing board‑level ESG oversight.

Conclusion

Lucrèce Foufopoulos‑De Ridder enhances Board effectiveness through chemicals/sustainability expertise and CG&S committee work, with full attendance and independent status supporting investor confidence. Monitor time‑commitment risk from multiple external boards and progression toward ownership guideline compliance; no related‑party exposure disclosed for her, and alignment structures (RSUs, anti‑hedging, guidelines) are robust.