Chemours Co

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Proxy Highlights

Details of the Annual Meeting of Shareholders (including any adjournments and postponements) for The Chemours Company (“Chemours” or the “Company”), including the location of the meeting and the proposals its shareholders will vote upon at the meeting are listed below.

The Annual Meeting of Shareholders for the Chemours Company (the “Company”) will be held virtually on April 22, 2025 at 10:00 a.m. Eastern Time (including any adjournments or postponements) for the following purposes:

Voting

As a shareholder, you are invited to participate in the Annual Meeting and are entitled and encouraged to vote on the proposals described in this Proxy Statement. Only holders of record of Chemours common stock at the close of business on February 28, 2025 (the “Record Date”) are entitled to vote at the Annual Meeting. Each outstanding share of common stock is entitled to one vote.

If your shares are registered directly in your own name with the Company’s transfer agent, Computershare Trust Company, N.A., you are considered a “shareholder of record” with respect to those shares, and these proxy materials have been sent directly to you. As a shareholder of record, you may submit your proxy in advance of the Annual Meeting using any of the following alternatives:

If, like most shareholders of the Company, you hold your shares through a broker, bank or other nominee, you are considered a “beneficial owner” of those shares, holding the shares in “street name.” If you are a beneficial owner of shares, you will receive instructions from your broker or other nominee describing how to vote your shares. To vote online during the Annual Meeting, beneficial owners will need to contact the broker, trustee or nominee that holds their shares to obtain a “legal proxy” to bring to the meeting.

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including in “Executive Compensation — Compensation Discussion and Analysis.” These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report. Readers are cautioned not to place

undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

2024 BUSINESS HIGHLIGHTS

FISCAL YEAR 2024 YEAR IN REVIEW

We established and executed on a refreshed three-year business strategy, Pathway to Thrive, focused around four pillars: Operational Excellence, Enabling Growth, Portfolio Management, and Strengthening the Long Term. Each of these pillars are rooted in our foundation of balanced and disciplined capital allocation. Our strategy is intended to capitalize on the fundamental strengths of our businesses, our incredible talent and competitive differentiators. We are proud of the significant progress we have made to date in executing our Pathway to Thrive strategy and remain confident that our continued focus will drive strong operational and financial performance across our three businesses and position Chemours for long-term success and value creation.

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Thermal & Specialized Solutions (“TSS”) business continued transitioning into low global warming Opteon TM refrigerants, including a 40% capacity expansion at our Corpus Christi site in Texas. As of the beginning of 2025, we now have half of that new low Global Warming Potential (“GWP”) production capacity available, with the remaining capacity expected to be available in 2026, securing our leadership position to support the continued regulatory transition to low GWP refrigerants in key end markets. With the U.S. AIM Act and EU F-Gas regulatory transitions underway, we continue to experience the strong adoption for Opteon TM refrigerants.

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Titanium Technologies (“TT”) continued to make strong progress against its Transformation Plan, achieving approximately $140 million of total cost savings in 2024, ahead of our initial target, and year-over-year margin improvement. We delivered stable volumes, despite the historic drought that temporarily impacted our Altamira site and continued market challenges, including high channel inventories and slower-than-expected market recovery.

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Advanced Performance Materials (“APM”) benefitted from our production expansion for Teflon TM PFA resin, a critical material for semiconductor manufacturing. This was a key priority for the APM leadership team and represents an important step forward toward meeting significant PFA demand and serving our customers in the semiconductor market.

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CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors is committed to corporate governance best practices to effectively oversee execution of our strategy.

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Board Independence

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Independent Board Chair

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11 of 12 director nominees are independent (except our CEO)

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Executive sessions of independent directors are held at each regularly scheduled Board meeting

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Focused on board refreshment with new directors appointed every year since 2021

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Board Practices

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Highly qualified directors reflect a diverse mix of business backgrounds, skills and experiences

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Annual Board and Committee performance self-evaluations to ensure effectiveness and launched program for individual director assessments

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Dedicated standing committees oversee key risk areas

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The Audit Committee is responsible for the oversight of financial related risks and cybersecurity risks

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The CLDC oversees succession planning for both planned and unplanned transitions

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Nominating and Corporate Governance Committee (“NCG Committee”) responsible for the oversight of sustainability risks

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Dedicated Environmental, Health, and Safety & Operational Performance Committee (“EHS&O Committee”)

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4 of 5 Audit Committee members are “audit committee financial experts”

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New director orientation program and continuing education opportunities for all directors

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Directors have access to the management team and advisors, and visit the Company’s facilities regularly

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The Board and its Committees may retain outside legal, financial or other advisors, as necessary and appropriate

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Accountable to Shareholders

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Single class of shares with equal voting rights

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All directors elected annually (directors received over 95% shareholder support, on average, at each of the last three annual meetings)

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Annual say-on-pay vote

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Majority voting for uncontested elections with a director resignation policy

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Stock ownership guidelines and holding requirements for executives and directors

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Anti-hedging and anti-pledging policies

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Recent Governance Updates

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Approved new Chemours Company Code of Conduct in 2024; enhanced Director Code of Conduct in 2023.

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In its first year as a standalone dedicated committee, the EHS&O Committee enhanced oversight of our safety culture and environmental impact, including the safety and efficiency of our operations.

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Appointed Livingston (Tony) L. Satterthwaite to the Board in June 2024. Mr. Satterthwaite brings extensive experience in overseeing information technology, differentiated customer engagement strategies, and digital and corporate data management.

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Appointed Joseph D. Kava to the Board in January 2025. Mr. Kava brings three decades of leadership, operational excellence and technical expertise in the design, construction management, operations, power purchasing, engineering, facility and hardware application of data centers.

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Appointed Leslie M. Turner to the Board in February 2025. Ms. Turner brings extensive experience in advising and overseeing legal matters, corporate governance, public policy, regulatory initiatives, global risk management, complex litigation and strategic planning.

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Nominated George R. Brokaw to the Board for the 2025 Annual Meeting. Mr. Brokaw brings extensive experience in private equity and hedge fund investing, capital markets, risk management, corporate finance and strategic planning.

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Nominated Courtney Mather to the Board for the 2025 Annual Meeting. Mr. Mather brings extensive business and financial expertise and experience in providing strategic advice and guidance to companies and will contribute valuable insights to the Board’s oversight of financial reporting, risk management and capital allocation.

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Recent Internal Controls Updates

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The Company has successfully remediated all four of the previously identified material weaknesses during 2024 and has concluded that the Company's internal control over financial reporting was effective as of December 31, 2024.

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The Audit Committee actively engaged with and oversaw management’s comprehensive workplan for internal control remediation. This work included the establishment of a Remediation Management Office (“RMO”) to monitor progress towards internal control remediation as well as engagement with external legal, accounting, financial and other consulting, and professional services firms to assist in the development and execution of the comprehensive remediation program.

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Established a new Speak-Up Policy in 2024 which reinforces every employee’s responsibility to raise concerns.

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Strengthened our finance team by hiring Shane Hostetter as Chief Financial Officer on July 1, 2024, and David Will as Chief Accounting Officer on August 12, 2024. These additions to our finance team as well as other additions to senior management helped set an appropriate tone at the top.

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Clawback (with express linkage to Code of Conduct and other corporate policies) and Anti-Hedging policies and adopted Executive Officer Clawback policy in compliance with SEC Rule 10D-1 and New York Stock Exchange (“NYSE”) Listing Standards.

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Enhanced our policies and protocols related to working capital management practices and enhanced communication between management and the Board.

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Enhanced our internal management representation letter process which serves as a mechanism for internal information sharing and supports our CEO and CFO certifications regarding the accuracy of our financial statements.

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Provided additional training for employees and members of management in the area of accounting, finance, business and legal.

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Board Nominees Snapshot

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OUR BOARD(1)

• Committee member - Committee Chair - Audit Committee Financial Expert

(1)

On February 13, 2025, Curtis V. Anastasio informed the Company that he will not stand for reelection at the Annual Meeting. Until the Annual Meeting, Mr. Anastasio will continue to serve as Chair of the Audit Committee. Following the conclusion of the Annual Meeting, Mr. Cowan will become the Chair of the Audit Committee. On March 9, 2025, Guillaume Pepy informed the Company that he will not stand for reelection at the Annual Meeting.

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BOARD SKILLS AND CHARACTERISTICS

DIRECTOR NOMINEE COMPOSITION

2024 COMPENSATION HIGHLIGHTS

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Executive Compensation Philosophy

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2024 COMPENSATION PROGRAM HIGHLIGHTS

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The 2024 Annual Incentive Plan (“AIP”) design was tied to our performance against financial and sustainability metrics.

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2024 CEO Pay elements are 85% at risk and Named Executive Officers (“NEOs”) are 69% at risk.

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CLDC-led adjustments to incentive compensation metrics for working capital timing actions and placed greater focus on Adjusted EBITDA. Additionally, the Committee further aligned Management and Shareholder interests by introducing a metric to reward the Executive team for the effective use of capital over the long term.

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HIGHLIGHTS FROM 2024 SHAREHOLDER ENGAGEMENT

2024 ENGAGEMENT

Met with

shareholders representing nearly

50%

of the total number of shares outstanding

Key Topics of Discussion

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New executive management team introduction

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Updated corporate strategy

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Initiatives implemented to strengthen internal controls

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Governance matters, including the supermajority voting provisions with respect to certificate of incorporation and bylaws amendments

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Updates on our key sustainability initiatives

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Key Responsiveness Actions

In response to shareholder feedback and the strong support for past proposals, we are submitting a proposal at this year’s Annual Meeting to eliminate the 80% supermajority vote provision in our Certificate of Incorporation, and are undertaking concerted solicitation efforts, including both by printing and mailing the Proxy Statement and engaging the services of Innisfree M&A Incorporated (“Innisfree”), to maximize the quorum at the Annual Meeting and the prospects of passing the proposal to eliminate the supermajority vote provisions.