Peter B. Johnston
Tronox HoldingsAbout Peter B. Johnston
Independent director of Tronox Holdings plc since 2012; age 73 as of March 15, 2025. Former Interim CEO of Tronox Limited (May–Nov 2017), and previously Global Head of Nickel Assets at Glencore (2013–2015) and CEO of Minara Resources (2001–2013), bringing deep mining operations and leadership experience to the board . He is independent under NYSE standards and serves on the Audit and Human Resources & Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tronox Limited | Interim CEO | May 15, 2017–Nov 30, 2017 | Led interim executive transition |
| Glencore | Global Head of Nickel Assets | May 2013–Dec 2015 | Oversaw global nickel operations |
| Minara Resources Pty Ltd | Managing Director & CEO | 2001–2013 | Led Australian nickel producer |
| WMC Ltd | Executive General Manager | 1993–2001 | Responsible for nickel & gold ops, Olympic Dam, Qld Fertilizers, HR |
| Nickel Institute | Vice Chairman | Prior | Industry leadership role |
| Minerals Council of Australia | Past Chairman | Prior | Industry policy leadership |
| Chamber of Minerals & Energy (WA) | Past President | Prior | Industry representation |
| Australian Mines and Metals Association | Past Vice President | Prior | Industry representation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Jervois Global Ltd. (ASX: JRV) | Non-Executive Chairman | Current | Audit; Remuneration & Nomination |
| Vault Minerals Ltd. (formerly Red 5 Ltd., ASX: RED) | Director | Current | Not disclosed |
| Silver Lake Resources Ltd. (ASX: SLR) | Director | Former | Not disclosed |
| NRW Holdings Ltd. (ASX: NWH) | Director | Former | Sustainability; Audit; Nomination & Remuneration |
Board Governance
- Independence: Independent director; majority-independent board and fully independent committees .
- Committees: Member—Audit; Member—Human Resources and Compensation (HRCC) .
- Attendance: 100% attendance at 2024 board and committee meetings; Board met 5x; Audit 8x; HRCC 4x; CG&S 5x .
- Executive sessions: Board held 4 executive sessions in 2024 under independent Chair .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual Board Cash Retainer | Non-employee director retainer | $100,000 |
| Committee Member Retainers | Audit + HRCC membership | $30,000 ($15,000 each) |
| Total Cash Fees | Retainer + committee fees | $130,000 |
| Equity Grant (RSUs) | Time-based RSUs; grant at AGM; vests at next AGM or May 31 following grant; dividend equivalents accrue to vest | 8,324 units; grant-date fair value $159,738; grant on May 8, 2024 |
| UK Tax Items | UK tax preparation and reimbursements related to UK domicile | $4,350 (prep) + $3,062 (reimbursements) = $7,412 |
| Total (excluding UK tax equalization in proxy “other”) | Cash + stock | $289,738 |
Director equity awards are time-based RSUs; no options or performance-based director equity disclosed .
Performance Compensation
- Not applicable for non-employee directors; RSUs are time-based and not tied to specific performance metrics for directors .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk |
|---|---|
| Jervois Global (cobalt) | Mining exposure; no disclosed Tronox transactions; low direct TiO2 conflict noted in proxy . |
| Vault Minerals (gold) | Mining exposure; no disclosed Tronox transactions . |
| Prior: Silver Lake Resources; NRW Holdings | Historical roles; no current related-party transactions with Tronox disclosed |
- Over-boarding policy: Tronox limits directors to ≤5 public company boards; all current directors comply, indicating Johnston is within limits .
- HRCC interlocks: None—no HRCC member (including Johnston) served on a compensation committee/board with a reciprocal executive in 2024 .
Expertise & Qualifications
- Deep mining operations and leadership (Glencore nickel; Minara CEO; WMC executive) .
- Risk management, finance/accounting literacy, global operations, ESG oversight per board skills matrix .
- Committee experience across audit, remuneration, sustainability at external boards .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | 144,879 shares as of March 10, 2025 |
| Ownership % of Outstanding | ~0.09% (144,879 / 158,462,071 shares outstanding) |
| Unvested RSUs | 8,324 RSUs outstanding from 2024 director grant; scheduled to vest by next AGM or May 31 following grant; directors’ RSUs scheduled to vest within 60 days of March 10, 2025 for non-employee directors (excl. Beck) |
| Ownership Guidelines | Non-employee directors: stock ownership equal to 500% of annual cash retainer; compliant for all current non-exec directors except recent appointees (Foufopoulos-De Ridder, Beck) |
Governance Assessment
- Board effectiveness: Johnston’s dual committee roles (Audit, HRCC) and 100% attendance support strong engagement and oversight; HRCC is fully independent, uses independent consultants (FW Cook, FIT) and integrates ESG safety/carbon metrics into executive incentives, signaling robust governance processes .
- Alignment: Significant personal shareholding (144,879) and compliance with stringent 500% ownership guideline enhance alignment with shareholders .
- Conflicts: No related-party transactions disclosed involving Johnston; HRCC interlocks absent; Tasnee/Cristal related-party agreements exist but relate to major shareholder arrangements, not Johnston .
- Compensation signals: Director pay structure balanced (cash retainer + RSUs), modest committee fees; UK tax preparation/reimbursements reflect UK domicile—note as neutral governance accommodation, not tax gross-ups; no excise tax gross-ups in change-in-control provisions noted at company level, and anti-hedging policy in place .
- Shareholder confidence: Say-on-pay ~97% approval in 2024 and ≥96% for six years suggests broad investor support for governance and pay practices .
Red Flags:
- None identified specific to Johnston in 2024 disclosures: no pledging, no related-party transactions, full attendance, compliant with over-boarding and ownership guidelines .
- Monitor general large-shareholder influence (Cristal/Tasnee nominees), though Johnston remains independent and not a nominee of the major shareholder .
Overall, Johnston’s mining sector depth, committee engagement, and ownership alignment support investor confidence; no disclosed conflicts or attendance issues.