Stephen Jones

About Stephen Jones

Stephen Jones (age 63 as of March 15, 2025) is an independent director of Tronox Holdings plc, serving since March 28, 2019; he chairs the Human Resources and Compensation Committee (HRCC) and is a member of the Audit Committee, with 100% attendance at board and committee meetings in 2024 . He was CEO and a director of Covanta (2015–2020) and previously held senior roles at Air Products (1992–2014), culminating as China president; earlier, he practiced corporate law at Dechert LLP in M&A . He holds a BS in economics (Bloomsburg University), an MBA in finance (Temple University), and a JD (University of Pennsylvania), and completed INSEAD’s Advanced Management Program . External roles include Chairman of Badger Infrastructure Solutions Ltd. (TSX: BDGI), special advisor to Hitachi Zosen Inova AG, and director of the Bloomsburg University Foundation .

Past Roles

External Roles

Board Governance

• Independence: Independent director; HRCC comprised solely of independent directors .
• Committee assignments: HRCC Chair; Audit Committee member (Audit chaired by Ginger M. Jones) .
• Attendance and engagement: Board held 5 meetings (2024) with 100% attendance; HRCC held 4; Audit held 8; all directors had 100% attendance on served committees .
• HRCC composition and consultants: 2024 HRCC members included Stephen Jones (Chair), Peter Johnston, Ginger Jones (until Mar 31, 2024), and Sipho Nkosi; HRCC retained FW Cook and FIT Remuneration Consultants as independent advisors; fees paid were ~$296,265 (FW Cook) and ~$8,714 (FIT) .
• Audit Committee disclosure: Audit Committee reviewed 2024 financials and internal controls; recommended inclusion in 10-K; committee members meet independence and financial literacy requirements .

Fixed Compensation

• Structure: Non-employee directors receive cash retainers; no bonuses or pension/benefits programs; 2024 cash elements include board retainer and committee fees; benefits reflect UK tax-related items due to UK domicile .
• 2024 fee schedule: Board retainer $100,000; HRCC chair $20,000; Audit Committee member $15,000 (members of committees receive $15,000; Audit chair receives $50,000) .

Performance Compensation

• Equity grants: Annual grant of time-based RSUs with face value $150,000; granted on AGM date, vest at earlier of next AGM or May 31 following grant (subject to continued board service); dividend equivalents accrue and pay at vesting; directors are not granted options and do not receive performance-based director awards .
• 2024 grant detail: 8,324 RSUs granted on May 8, 2024; valued at $19.19 closing price; face value based on $150,000 ÷ 10-day average price of $18.02; all non-employee directors held 8,324 unvested RSUs at Dec 31, 2024 .

Other Directorships & Interlocks

• HRCC members disclose no personal financial interest beyond shareholdings and no conflicts from cross-directorships; committee members have no day-to-day involvement .

Expertise & Qualifications

• Senior leadership: Former CEO of Covanta; extensive global operating experience including China leadership at Air Products .
• Legal and financial credentials: JD, MBA (finance); corporate law M&A background; board skillset includes finance/accounting and risk management per board skills disclosure .
• Industry experience: Chemicals and industrial operations; relevant end-market and supply chain familiarity from prior roles .

Equity Ownership

• Ownership guidelines: Non-employee directors must hold 500% of annual cash retainer; as of the proxy date, all current non-executive directors met guidelines except two new appointees (not including Stephen) .
• Beneficial ownership: 98,912 shares; <1% of outstanding; table based on 158,462,071 shares outstanding (as of March 10, 2025) .
• Unvested equity: 8,324 RSUs unvested as of Dec 31, 2024 .
• Hedging/derivatives: Company prohibits hedging, short sales, and derivative transactions by directors .

Fixed + Equity Compensation Summary (Single Figures)

Governance Assessment

• Strengths: Independent director with chair role on HRCC and Audit membership; 100% attendance; HRCC uses independent compensation consultants with no other services to the company; clawback and anti-hedging policies in place; director ownership guidelines met, supporting alignment .
• Compensation alignment: Director pay mix is cash retainer plus one-year, time-based RSUs; no options or performance metrics for directors, consistent with market practice for non-employee directors .
• Transparency: Detailed audited disclosure of director fees, benefits (UK tax-related), and equity grants; clear committee fee schedules tie to Stephen’s cash fees .
• Potential optics/red flags: UK tax reimbursements and tax preparation benefits are disclosed and policy-driven due to UK domicile; HRCC explicitly notes no conflicts and independence of consultants, mitigating concerns; no related-party transactions or pledging/hedging by Stephen disclosed .