Sipho Nkosi
Tronox HoldingsAbout Sipho Nkosi
Sipho Nkosi (age 70 as of March 15, 2025) is an independent director of Tronox, serving since 2012 and currently a member of the Human Resources and Compensation Committee (HRCC) and the Corporate Governance & Sustainability Committee (CG&S) . He is the former CEO of Exxaro Resources; previously independent non-executive chairman of Sasol Limited, and a current director of Sanlam Limited; he co-founded and chairs Talent10 . Education: Bachelor of Commerce (University of Zululand), Honors in Commerce/Economics (University of South Africa), MBA (University of Massachusetts), and an Advanced Management Diploma (Oxford University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exxaro Resources Limited | Chief Executive Officer (former) | Not disclosed | Led growth, innovation, strategy, leadership development |
| Eyesizwe Holdings | Founder & Chief Executive Officer (former) | Not disclosed | Established platform that merged into Exxaro |
| Asea Brown Boveri (South Africa) Ltd. | Vice President, Marketing | Not disclosed | Senior commercial leadership |
| ABB Power Generation | Managing Director | Not disclosed | Business leadership |
| Anglo American Coal | Marketing Coordinator | Not disclosed | Commercial role |
| Ford Motor Company South Africa | Market Analyst | Not disclosed | Early career analytics |
| Southern Life Association | Senior Manager, Strategic Planning | Not disclosed | Strategic planning leadership |
| Trans-Natal Coal/Ingwe Coal Corporation | Marketing Manager, New Business Development | Not disclosed | New business development |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Sasol Limited (NYSE: SSL) | Independent non-executive Chairman (former) | Former | Chair of corporate governance & nominating; member of remuneration committee |
| Sanlam Limited (JSE: SLM) | Director | Current | Board director of diversified financial services group |
| Talent10 | Co-founder & Chairman | Current | Investment holding company leadership |
| Advisory role to President of South Africa | Red-tape reduction team lead (advisory capacity) | Appointed Feb 2022 | Promote business growth by removing governmental red tape |
Board Governance
- Independence: Board determined Mr. Nkosi is independent under NYSE standards; overall, seven of eleven directors are independent (excluding CEO Romano, former Co-CEO Turgeon, and Cristal nominees) .
- Committee assignments: Member, HRCC and CG&S; not on Audit .
- Attendance and engagement: In 2024, Board met 5 times; HRCC 4; CG&S 5; Audit 8. All directors attended 100% of Board and their committee meetings in 2024 .
- Years of service on TROX board: Director since 2012 (Tronox Limited), continued post-redomicile to UK in 2019 .
| Body | Role | 2024 Attendance | Meetings Held |
|---|---|---|---|
| Board of Directors | Director | 100% | 5 |
| Human Resources & Compensation Committee | Member | 100% | 4 |
| Corporate Governance & Sustainability Committee | Member | 100% | 5 |
Fixed Compensation
- Structure: Non-employee directors receive annual cash retainer and time-based RSUs; no annual bonus or pension benefits .
- 2024 components: Cash retainer $100,000; committee member fees $15,000 per committee; HRCC Chair $20,000; CG&S Chair $20,000; Audit Chair $50,000; Non-exec Chair additional retainer $120,000 and $15,000 monthly stipend (for Chair Kaufthal) .
- Mr. Nkosi’s 2024 and 2023 compensation:
| Year | Fees Earned ($) | RSU Grant Date Fair Value ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 130,000 | 159,738 | 19,232 | 308,970 |
| 2023 | 105,000 | 147,519 | 13,752 | 266,271 |
- 2024 RSU grant: 8,324 RSUs granted on May 8, 2024 (face $150,000 divided by 10-day avg $18.02; valued at $19.19 at grant); vests at earlier of next AGM or May 31 following year; dividend equivalents accrue; all non-employee directors held 8,324 unvested RSUs as of Dec 31, 2024 .
| 2024 UK Tax-Related Benefits Detail | Amount ($) |
|---|---|
| UK Tax Preparation | 4,350 |
| Taxable Accommodation & Meals (UK) | 7,189 |
| Tax Reimbursements | 7,693 |
| Tax Equalization Payment | — |
| Total | 19,232 |
Performance Compensation
| Component | Performance Linkage | Vesting/Terms |
|---|---|---|
| Annual Bonus (Directors) | None; non-employee directors are not eligible for annual bonus | N/A |
| Equity Awards | Time-based RSUs (no performance metrics) | Vest at earlier of next AGM or May 31 following year (service condition) |
No performance metrics (TSR/ROIC) apply to director compensation; such metrics are used for executives, not for non-employee directors .
Other Directorships & Interlocks
| Company | Market | Role | Committee Roles |
|---|---|---|---|
| Sasol Limited | NYSE: SSL | Former Independent Non-Executive Chairman | Chair of Corporate Governance & Nominating; member of Remuneration |
| Sanlam Limited | JSE: SLM | Director | Not disclosed |
- Potential interlocks/conflicts: No related-party transactions disclosed involving Mr. Nkosi; Cristal/Tasnee relationships noted at company level; Cristal nominees (Khan, Al-Fawaz) are non-independent and do not serve on committees; HRCC members (including Nkosi) reported no conflicts from cross-directorships .
Expertise & Qualifications
- Executive leadership in mining and chemicals (Exxaro CEO; ABB leadership), strategic planning, innovation, and leadership development .
- Academic credentials spanning commerce, economics, and business administration; advanced management training (Oxford) .
- Board skills matrix indicates broad finance, risk, logistics & supply chain, and end-market expertise across the board; Mr. Nkosi’s biography emphasizes growth and strategy contributions .
Equity Ownership
| Holder | Shares Held Outright | Outstanding Time-Based RSUs | Total Holding of Shares & Interests | Beneficial Ownership (Mar 10, 2025) | % of Total Outstanding |
|---|---|---|---|---|---|
| Sipho Nkosi | 53,585 | 8,324 | 61,909 | 61,909 | <1% (*) |
- Ownership guidelines: Non-employee directors must hold stock equal to 500% of annual cash retainer; as of the proxy date, all current non-executive directors met guidelines except Foufopoulos-De Ridder and Beck (recently joined), implying Mr. Nkosi is compliant .
- Hedging/derivatives: Prohibited for directors; short sales and puts/calls also prohibited .
- Pledging: Not disclosed; no pledging policy described in the proxy .
Governance Assessment
- Independence and tenure: Long-serving independent director (since 2012) with deep mining/chemicals leadership; committee service on HRCC and CG&S aligns with his experience and supports board effectiveness .
- Attendance and engagement: 100% attendance at Board and committee meetings in 2024 supports strong engagement and reliability .
- Pay structure and alignment: Mix is standard for U.S.-listed non-exec directors—cash retainer plus time-based RSUs; no bonus or pension; equity vests annually and ownership guideline compliance indicates alignment; 2024 fees increased following retainer reset to $100k, with committee fees consistent with membership on two committees .
- Conflicts/related-party exposure: No specific related-party transactions linked to Mr. Nkosi; HRCC members (including Nkosi) disclosed no conflicts; Cristal/Tasnee arrangements are managed at the company level with non-independent nominees excluded from committees, mitigating governance risk .
- Shareholder sentiment: 2023 say-on-pay passed with ~99.3% approval, indicating broad investor support for compensation governance; director election support for Nkosi was ~99.4% in 2023 .
RED FLAGS: None disclosed specific to Mr. Nkosi—no attendance issues, no related-party transactions, no hedging/derivatives, and ownership guideline compliance reported .