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Total Compensation from the Summary Compensation Table (SCT) for our CEO, former Co-CEO, former CEO, and other NEOs.

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Compensation Actually Paid (CAP) for our CEO, former Co-CEO, and former CEO and “Average CAP” for all other NEOs calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnotes (4), (5), (6), (7) and (8) below set forth the adjustments from the Total Compensation for NEOs reported in the Summary Compensation Table. The dollar amounts are presented in accordance with the SEC rules and hence do not reflect the actual amount of compensation earned by, or paid to, each NEO during the applicable year.

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Total Shareholder Return (TSR) for both Tronox and the Company Selected Peer Group (S&P Midcap 400 Chemicals Index) as reflected in our Annual Report on Form 10-K for the year ended December 31, 2024. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount had been invested on December 31, 2019.

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Net income attributable to Tronox Holdings plc as reported in accordance with US GAAP.

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The financial metric we selected as the most important for linking CAP to performance: Adjusted EBITDA less Capital Expenditures (Capex). We selected this metric because it represents the largest weighting (40%) of the NEOs’ AIP.

 (1)

Mr. Quinn requested, and the Board approved, a leave of absence starting December 27, 2020, during which period he continued to receive his salary. Messrs. Turgeon and Romano were each appointed as Interim Co-CEO during the period of Mr. Quinn’s leave of absence. On March 18, 2021, the Company entered into a retirement agreement with Mr. Quinn pursuant to which he retired from his positions with Tronox at which point Messrs. Turgeon and Romano were appointed permanent Co-CEOs of the Company and received the same compensation including salary, AIP payouts and equity grants since this date. Effective April 1, 2024, Mr. Romano became the Company’s sole CEO and effective April 1, 2024 Mr. Turgeon retired from the Company and transitioned to become a board member as of April 2, 2024.

 (2)

Our other NEOs for which SCT Total Compensation and CAP are shown as an average in the table above include the following individuals: For 2024, Messrs. Srivisal, Neuman, Engle, AlJunaidi, and Austin and Ms. Zona; for 2023, Messrs. Neuman, Srivisal, Austin, Engle, and Carlson; for 2022 and 2021, Messrs. Carlson, Neuman, Srivisal, and Austin; and for 2020, Messrs. Carlson, Van Niekerk, Neuman, and Mancini. For 2024, if Mr. Austin and Ms. Zona (both separated from the Company during 2024) were excluded, the Average SCT Total would be $1,845,802 and the Average CAP would be $1,110,314. For 2023, if Mr. Carlson (retired in April 2023 and received no LTIP award in 2023) was excluded, the Average SCT Total would be $1,768,752 and the Average CAP would be $1,588,413.

 (3)

For the portion of Compensation Actually Paid (CAP) that is based on year-end stock prices, the following prices were used: for 2024: $10.07 (31.1% reduction from prior year), for 2023: $14.16 (3.3% increase from prior year), for 2022: $13.71 (42.9% reduction from prior year), for 2021: $24.03 (64.4% increase from prior year), and for 2020: $14.62 (28.0% increase from prior year).

 (4)

2024 Compensation Actually Paid (CAP) to the CEO and former Co-CEO and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

 (5)

2023 Compensation Actually Paid (CAP) to the Co-CEOs and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

 (6)

2022 Compensation Actually Paid (CAP) to the Co-CEOs and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

 (7)

2021 Compensation Actually Paid (CAP) to the Co-CEOs, former CEO and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

 (8)

2020 Compensation Actually Paid (CAP) to the Co-CEOs, former CEO and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

 (9)

Company Selected Metric is Adjusted EBITDA Less Capex and is a non-GAAP measure. We define EBITDA (also a non-GAAP measure) as net income (loss) excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and losses. Adjusted EBITDA is subsequently reduced by capital expenditures of the Company.

 (1)

Mr. Quinn requested, and the Board approved, a leave of absence starting December 27, 2020, during which period he continued to receive his salary. Messrs. Turgeon and Romano were each appointed as Interim Co-CEO during the period of Mr. Quinn’s leave of absence. On March 18, 2021, the Company entered into a retirement agreement with Mr. Quinn pursuant to which he retired from his positions with Tronox at which point Messrs. Turgeon and Romano were appointed permanent Co-CEOs of the Company and received the same compensation including salary, AIP payouts and equity grants since this date. Effective April 1, 2024, Mr. Romano became the Company’s sole CEO and effective April 1, 2024 Mr. Turgeon retired from the Company and transitioned to become a board member as of April 2, 2024.

 (2)

Our other NEOs for which SCT Total Compensation and CAP are shown as an average in the table above include the following individuals: For 2024, Messrs. Srivisal, Neuman, Engle, AlJunaidi, and Austin and Ms. Zona; for 2023, Messrs. Neuman, Srivisal, Austin, Engle, and Carlson; for 2022 and 2021, Messrs. Carlson, Neuman, Srivisal, and Austin; and for 2020, Messrs. Carlson, Van Niekerk, Neuman, and Mancini. For 2024, if Mr. Austin and Ms. Zona (both separated from the Company during 2024) were excluded, the Average SCT Total would be $1,845,802 and the Average CAP would be $1,110,314. For 2023, if Mr. Carlson (retired in April 2023 and received no LTIP award in 2023) was excluded, the Average SCT Total would be $1,768,752 and the Average CAP would be $1,588,413.

 (4)

2024 Compensation Actually Paid (CAP) to the CEO and former Co-CEO and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

 (5)

2023 Compensation Actually Paid (CAP) to the Co-CEOs and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

 (6)

2022 Compensation Actually Paid (CAP) to the Co-CEOs and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

 (7)

2021 Compensation Actually Paid (CAP) to the Co-CEOs, former CEO and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

 (8)

2020 Compensation Actually Paid (CAP) to the Co-CEOs, former CEO and the average CAP to the NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

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Relationship between CAP and Company/Peer Group TSR. In the chart below, the calculated CAP for the CEO (for 2024 this includes the CEO and former Co-CEO as separate and for years 2020 to 2023 this includes both the Co-CEOs (shown as an aggregate amount)) and the other NEOs is correlated with both the Company’s TSR and the Peer Group’s TSR (S&P Midcap 400 Chemicals Index) for 2020, 2021, 2022, 2023 and 2024. The data shows significant alignment because a significant component of our NEOs’ compensation is in the form of equity. In addition, the impact of equity incentive compensation is even greater for our CEO (and historically for the Co-CEOs) because the portion of his compensation that is delivered in the form of equity incentives is even greater than the equity portion of compensation for the other NEOs. Tronox grants its NEOs equity awards in the long-term incentive compensation plan in order to align the value of our executives’ outstanding and unvested awards with shareholder interests.

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For 2021, Tronox’s common stock price increased 64.4%, from $14.62 to $24.03, resulting in a substantially greater fair value of outstanding and unvested equity awards and a substantial increase in year-over-year CAP.

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Conversely, for 2022, the CAP decreased significantly driven primarily by a 42.9% decrease in the stock price from $24.03 at the end of 2021 to $13.71 at the end of 2022. In addition, the projected payout of the performance-based ROIC RSUs granted in 2022 was reduced to 0%.

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For 2023, the CAP increased primarily from a board-approved increase in LTIP for the Co-CEOs and an increase in the value of the equity that vested during 2023 at a stock price of $16.24 versus prior fiscal year-end stock price of $13.71. Regarding the value of outstanding equity awards granted in prior years, the impact of the increase in the year-end stock price from 2022 ($13.71) to 2023 ($14.16) was more than offset by a decrease in projected vesting percent (200%) versus actual vesting percent (95.3%) of the RSUs granted in 2021 whose payout in 2024 was tied to Tronox’s ROIC and a decrease in the Monte Carlo valuation ($14.09 as of year-end 2022 to $6.21 as of year-end 2023) of the TSR RSUs granted in 2022.

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For 2024, the CEO received a larger LTIP award as a result of his promotion to sole CEO, but this increase was offset primarily due to the decrease in the value of outstanding equity awards from prior years. This decrease in equity value included the Company’s stock price decrease of 29% (from $14.16 at the end of 2023 to $10.07 at the end of 2024), 100% forfeiture of the performance-based TSR RSUs granted in 2022 with performance period ending December 31, 2024, the decrease in the Monte Carlo valuation of the TSR RSUs granted in 2023 by 53% (from $18.93 at the end of 2023 to

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Relationship between CAP and Selected Financial Measure. As shown in the chart below, the Company’s selected financial measure (Adjusted EBITDA less Capex) significantly increased from 2020 to 2021 and as a result of the global economic downturn in 2022, and in particular, the precipitous downturn in end market demand for TiO₂ during the second half of 2022, decreased from 2021 to 2022, again decreased from 2022 to 2023, and then again decreased from 2023 to 2024 from continued low end market demand in addition to industry and macroeconomic challenges. This measure directly correlates to CAP for both the CEO (and historically for the Co-CEOs) and the other NEOs by impacting their AIP payout (this measure has a weighting of 40% of target AIP). As noted above, Tronox stock price also significantly impacts CAP for our NEOs. For 2021, Tronox’s common stock price increased 64.4%, from $14.62 to $24.03, resulting in a substantially greater fair value of outstanding and unvested equity awards and a substantial increase in year-over-year CAP. Conversely, for 2022, the CAP decreased significantly driven primarily by a 42.9% decrease in the stock price from $24.03 at the end of 2021 to $13.71 at the end of 2022. In addition, the projected payout of the performance-based ROIC RSUs granted in 2022 was reduced to 0%. For 2023, the CAP increased primarily from a board-approved increase in LTIP for the Co-CEOs and an increase in the value of the equity that vested during 2023 at a stock price of $16.24 versus prior fiscal year-end stock price of $13.71. Regarding the value of outstanding equity awards granted in prior years, the impact of the increase in the year-end stock price from 2022 ($13.71) to 2023 ($14.16) was more than offset by a decrease in projected vesting percent (200%) versus actual vesting percent (95.3%) of the ROIC RSUs granted in 2021 and a decrease in the Monte Carlo valuation ($14.09 as of year-end 2022 to $6.21 as of year-end 2023) of the TSR RSUs granted in 2022. For 2024, the CEO received a larger LTIP award as a result of his promotion to sole CEO, but this increase was offset primarily due to the decrease in the value of outstanding equity awards from prior years. This decrease in equity value included the Company’s stock price decrease of 29% (from $14.16 at the end of 2023 to $10.07 at the end of 2024), 100% forfeiture of the performance-based TSR RSUs granted in 2022 with performance period ending December 31, 2024, the decrease in the Monte Carlo valuation of the TSR RSUs granted in 2023 by 53% (from $18.93 at the end of 2023 to $8.93 at the end of 2024) and 100% forfeiture at the end of 2024 of the ROIC RSUs granted in 2023. For the other NEOs, the increase in 2024 SCT values as a result of separation payments of two of the other NEOs were also offset primarily due to the decrease in value of outstanding equity awards from prior years.

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EBITDA less CAPEX

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EBITDA Margin

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Relative Total Shareholder Return versus Peers

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Return on Invested Capital (ROIC)

 (9)

Company Selected Metric is Adjusted EBITDA Less Capex and is a non-GAAP measure. We define EBITDA (also a non-GAAP measure) as net income (loss) excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and losses. Adjusted EBITDA is subsequently reduced by capital expenditures of the Company.