Tronox Holdings plcTROX

Tronox Holdings plc Stock Compensation Disclosure

10-KFiled Feb 20, 20263 min read
Share-based Compensation
Share-based compensation expense consisted of the following:
Year Ended December 31,
202520242023
Total share-based compensation expense from restricted share units$20 $21 $21 
Tronox Holdings plc Amended and Restated Management Equity Incentive Plan

On March 27, 2019, Tronox Holdings plc assumed the management equity incentive plan previously adopted by Tronox Limited, which plan was renamed the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan. The MEIP permits the grant of awards that are comprised of incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards, and other share-based awards, cash payments, and other forms as the compensation committee of the Board of Directors (the “Board”) in its discretion deems appropriate, including any combination of the above. The maximum number of shares which were initially subjected to awards (inclusive of incentive options) was 20,781,225 ordinary shares and was increased by 8,000,000 on the affirmative vote of our shareholders on June 24, 2020, and further increased by 3,200,000 on the affirmative vote of our shareholders on May 8, 2024.
Restricted Share Units (“RSUs”)
On an annual basis, the Company grants RSUs which have time and/or performance conditions. Both the time-based awards and the performance-based awards are classified as equity awards.
2025 Grants- The Company granted both time-based and performance-based awards to certain members of management. A total of 1,896,879 of time-based awards were granted to management which will primarily vest ratably over a three-year period ending March 5, 2028. A total of 250,724 of time-based awards were granted to non-employee members of the Board which will vest in May 2026. A total of 1,497,218 of performance-based awards were granted, of which 748,609 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 748,609 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2028 based on the actual 2027 annual return on invested capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $8.94.
Similar TSR awards were granted during 2024 and 2023 with a grant date fair values of $21.70 and $22.42 which was calculated utilizing a Monte Carlo simulation. The following weighted-average assumptions were utilized to value the grants in 2025, 2024 and 2023:
202520242023
Dividend yield — %— %N/A
Expected historical volatility 48.8 %47.9 %67.1 %
Risk free interest rate 4.30 %4.46 %4.47 %
Expected life (in years) 333
The following table presents a summary of activity for RSUs for 2025:
Number
of Shares
Weighted
Average
Grant Date
Fair Value
Outstanding, January 1, 20253,468,774 $18.70 
Granted3,644,821 7.56 
Vested(762,554)16.76 
Forfeited(659,750)22.90 
Outstanding, December 31, 20255,691,291 $11.34 
Expected to vest, December 31, 20252,678,341 $9.05 
At December 31, 2025, there was $26 million of unrecognized compensation expense related to nonvested RSUs, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.9 years. The weighted-average grant-date fair value of RSUs granted during 2025, 2024 and 2023 was $7.56 per unit, $16.69 per unit, and $16.33 per unit, respectively. The total fair value of RSUs that vested during 2025, 2024 and 2023 was $13 million, $23 million and $27 million, respectively.

Historical Timeline

Fiscal YearFiled
2025Feb 20, 2026Showing above
2024Feb 19, 2025
2023Feb 21, 2024
2022Feb 22, 2023
2021Feb 22, 2022
2020Feb 23, 2021
2019Mar 16, 2020
2018Feb 28, 2019
2017Mar 1, 2018
2016Feb 24, 2017
2015Feb 25, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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