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Chemours Co

For the period ended Apr 22, 2025. Filed Mar 20, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 22, 2025 · Filed Mar 20, 2025

CC$12.750.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Equity Granting Process

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In addition, Audit Committee members must meet heightened independence criteria under NYSE Listing Standards and the rules and regulations of the SEC relating to audit committees. Each CLDC member is independent and meets the heightened independence criteria under NYSE Listing Standards and the rules and regulations of the SEC relating to compensation committees and is a “non- employee director” pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Board has determined that each member of the Audit Committee, the CLDC, and the NCG Committee meets the requisite independence criteria and related requirements.

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DIRECTOR EDUCATION

New directors participate in an orientation process to become familiar with the Company and its strategic plans and businesses, significant financial matters, core values including ethics, compliance programs, corporate governance practices and other key policies and practices through a review of background materials, meetings with senior executives and visits to Company facilities. The NCG Committee is responsible for providing guidance on directors’ continuing education, and actively encourages director education opportunities.

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MANAGEMENT SUCCESSION PLANNING

The CLDC, on behalf of the Board, oversees the CEO succession planning process. To assist the Board, the CEO periodically provides the Board with an assessment of senior executives and their potential to succeed to the position of CEO, as well as perspective on potential candidates from outside the organization. The Board makes available, on a continuing basis, the CEO’s succession recommendation(s) should he or she be unexpectedly unable to serve. The CEO also provides the Board with an assessment of identification of key positions and a list of potential successors for those positions.

The Board’s approach to regular succession planning for both planned and unplanned transitions enabled the appointment of an experienced and capable leader from within Chemours to fill the role of CEO. Prior to her appointment as Interim CEO and then as President and Chief Executive Officer, Denise Dignam had a long tenure as a senior executive at Chemours and a track record of operational performance leading two businesses that represented over 68% of Chemours’ Net Sales in 2023. On May 31, 2024, the Board appointed Shane Hostetter as Chief Financial Officer, who joined the Company after 13 years with the Quaker Chemical Corporation where he served in several executive- and senior-level leadership positions including Chief Financial Officer.

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POLICY ON HEDGING AND PLEDGING TRANSACTIONS

We have adopted a policy that prohibits all officers and directors and all employees that receive or have access to material nonpublic information about the Company from engaging in transactions in publicly traded options, puts, calls or other derivative securities and from entering into hedges or swaps involving the Company’s securities. Officers and directors are also prohibited from pledging Chemours securities as collateral for a loan without special exception.

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Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees and the Company itself.

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Equity Granting Process

Grants of RSUs, PSUs, options and other equity awards to our executive officers are approved by the CLDC at

regularly scheduled meetings, or sometimes by unanimous written consent. We have no practice of timing grants

​2025 PROXY STATEMENT |​​32​
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.