Moazzam Khan
Tronox HoldingsAbout Moazzam Khan
Moazzam Khan, age 67, has served on the Tronox Holdings plc Board since April 2019 as a non-independent director nominated by Cristal Netherlands (the Company’s ~24% shareholder) and currently serves as Managing Director of Cristal International Holdings B.V. He is a Fellow of the Institute of Chartered Accountants in England and Wales and holds a degree in Economics, with leadership and business accreditations from Wharton Business School; prior to Cristal, he spent over 20 years at SABIC, including CFO of SABIC Capital B.V. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SABIC Capital B.V. | Chief Financial Officer | Apr 2009 – Sep 2015 | Led Finance, Treasury, Corporate Ratings, M&A integration; senior finance leadership |
| SABIC (Saudi Basic Industries Corporation) | Various leadership roles (Finance, Treasury, Corporate Ratings, M&A, Integration, Taxation, SAP) | ~20+ years (prior to 2015) | Senior finance leadership across functions |
| KPMG (Saudi Arabia) | Professional (audit/tax) | Prior role | Early-career professional services experience |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Cristal International Holdings B.V. | Managing Director | Current | Affiliate of Cristal Netherlands, the 24% shareholder in TROX |
| SABIC Luxembourg S.à r.l. | Chairman of the Board | Prior | Subsidiary governance oversight |
| SABIC Capital B.V. | Managing Board | Prior | Board-level governance for SABIC finance arm |
| SABIC International Holdings B.V. | Director | Prior | Subsidiary board role |
| SABIC Ventures B.V. | Director | Prior | Venture subsidiary board role |
| SABIC Ventures US Holdings LLC | Director | Prior | U.S. holding company board role |
| JVSS Holding Company, Inc. | Director | Prior | Subsidiary board role |
| SD Verwaltungs GmbH | Director | Prior | Subsidiary board role |
| Cristal International B.V. | Director | Prior | Affiliate board role |
Board Governance
- Independence status: Non-independent under NYSE standards; nominated by Cristal Netherlands pursuant to the 2019 shareholder agreement. As a result, he does not serve on any Board committees .
- Committee assignments: None (Audit, HRCC, and Corporate Governance & Sustainability Committees are fully independent; Khan not assigned) .
- Attendance: The Board met 5 times in 2024; all directors attended 100% of Board meetings (Khan attended 100%) .
- Executive sessions: The Chair presided over executive sessions; directors met in executive session 4 times in 2024 .
- Years of service: Director since 2019 .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Committee membership fees | $0 | No committee service |
| Committee chair fees | $0 | Not applicable |
| Meeting fees | None disclosed | Compensation framework does not include meeting fees |
| UK tax preparation | $4,350 | Company-paid UK tax prep due to UK domicile |
| UK tax reimbursements | $5,122 | Reimbursements for UK travel-related tax |
| Tax equalization | $0 | None in 2024 |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Time-based RSUs (annual director grant) | May 8, 2024 | 8,324 units | $159,738 | Vests at earlier of next AGM or May 31, 2025; dividend equivalents accrue and pay upon vest | Standard director equity; not performance-based |
| Stock options | N/A | None disclosed | N/A | N/A | No option awards disclosed for directors in 2024 |
No director performance-based equity metrics are disclosed; RSUs for non-employee directors are time-based, not tied to TSR/ROIC (those metrics apply to NEO LTIP, not directors) .
Other Directorships & Interlocks
| Entity | Interlock/Relationship | Governance Implication |
|---|---|---|
| Cristal Netherlands (24% holder) | Nominates two TROX directors; Khan nominated; Al-Fawaz (Tasnee CEO) nominated in 2025 | Significant shareholder influence on Board composition; both nominees non-independent |
| Tasnee (parent of Cristal) | Parent of Cristal; Al-Fawaz is Tasnee CEO and TROX director nominee | Potential information flow and alignment with major shareholder’s interests |
| Related-party agreements | Transition/technical services and commercial agreements with Tasnee affiliates following Cristal acquisition | Related-party exposure; Corporate Governance & Sustainability Committee oversees related-party transactions |
Expertise & Qualifications
- Chartered Accountant (FCA), Economics degree; Wharton leadership accreditations .
- Deep finance and corporate development background (CFO, treasury, ratings, M&A, integrations) with global chemicals exposure .
- Executive leadership and governance experience across SABIC’s subsidiaries and Cristal International .
Equity Ownership
| Ownership Item | Value | Notes |
|---|---|---|
| Ordinary shares beneficially owned | 42,386 | As of March 10, 2025 |
| % of shares outstanding | 0.0267% (42,386 / 158,462,071) | Based on shares outstanding as of March 10, 2025 |
| Unvested RSUs (12/31/2024) | 8,324 | Annual director grant |
| Ownership guidelines (Directors: 500% of annual cash retainer) | In compliance (met) | Directors have 5 years to meet; Khan has met |
| Hedging/derivatives policy | Hedging, short sales, and derivative transactions prohibited | Alignment with shareholder interests |
| Shares pledged as collateral | Not disclosed | No pledging disclosure in proxy; anti-hedging policy in place |
Governance Assessment
-
Positives
- 100% Board meeting attendance in 2024; strong engagement .
- Clear separation of Chair and CEO; multiple executive sessions (4) enhancing independent oversight .
- Committee independence preserved; director ownership guidelines in place and met; anti-hedging policy adopted; Dodd-Frank-compliant clawback policy adopted for executives .
- Strong shareholder support for executive pay (Say-on-Pay ~97% approval at May 8, 2024 meeting) signaling confidence in governance framework .
-
Concerns/RED FLAGS
- Non-independent status due to nomination by a 24% shareholder; combined with two nominee seats (Khan and Al-Fawaz) increases concentrated influence risk .
- Related-party transactions with Tasnee affiliates (post-Cristal acquisition) create potential conflict-of-interest exposures; requires continued rigorous committee oversight .
- No committee assignments for Khan, limiting direct involvement in audit/compensation/sustainability oversight; dependence on full Board processes .
- Tax equalization and UK tax reimbursements for directors are atypical in some markets, though explained by UK domicile; monitor optics and costs (Khan: $9,472 in 2024) .
Overall, Khan brings significant finance and chemicals-industry expertise and maintains strong attendance/ownership alignment; the primary governance risk stems from his affiliation with the largest shareholder and related-party exposure, mitigated by independent committee structures and formal related-party review policies .