2024

NOTICE OF ANNUAL SHAREHOLDERS MEETING AND PROXY STATEMENT

1007 Market Street

Wilmington, Delaware 19801

April 11, 2024

Dear Fellow Shareholders:

Thank you for your continued investment in Chemours. The Board of Directors recognizes the commitment and support of our key stakeholders, including our many long-term shareholders, and does not take this for granted.

Following a period that presented both challenges, and important Board actions and management transitions, the Board is highly focused on engagement and transparency and earning the continued support of our stakeholders. The Board is confident in the future of our business and committed to ensuring our business is run in a manner that will enable Chemours to reach its full potential.

As described in more detail in the summary section of this proxy statement, the Board has taken decisive actions in response to an internal review led by the Audit Committee with the assistance of independent outside counsel. These actions included swiftly announcing leadership changes after placing three members of senior management on administrative leave in late February.

On March 22, 2024, the Board appointed Denise Dignam as President and Chief Executive Officer. As a long-tenured senior executive, Denise has been instrumental to Chemours and has led both our Titanium Technologies and Advanced Performance Materials businesses, which combined were more than 68% of our Net Sales in 2023. The Board has also appointed Matt Abbott to serve as Interim Chief Financial Officer while we continue a comprehensive search for a permanent CFO. At Chemours, Matt has served in senior officer roles across operational, accounting and internal audit functions, and possesses valuable prior experience as an audit partner.

The Board has a longstanding and ongoing commitment to refreshment. As a result, we have added two independent directors to the Board within the last six months. In November 2023, we welcomed Alister Cowan to the Board, a distinguished financial expert with over thirty years of experience in financial operations and corporate development.

Additionally, in February 2024, Pamela Fletcher joined the Board, bringing valuable perspectives related to developing and commercializing innovative products.

As we look ahead, commitment to safety in our products and operations will remain a fundamental value at Chemours. As a result of previous years' self-evaluation processes and in furtherance of our commitment to comprehensive, enterprise- wide risk management, the Board created a new standing committee for environmental, health, and safety and operational performance topics. This committee structure will enhance and support the Board in oversight of these topics, and its formation aligns with our dedication to safety and operational excellence at every Chemours facility.

I would like to thank our employees for their hard work and dedication, and our customers for their continued support.

On behalf of your Board of Directors, I invite you to attend our 2024 Annual Meeting of Shareholders on May 21st, 2024. The attached Notice of the 2024 Annual Meeting of Shareholders and Proxy Statement contain information about the business to be conducted at the Meeting.

Sincerely,

Dawn L. Farrell

Chair of the Board

Notice of 2024

Annual Meeting of Shareholders

Time and Date:

Place:

May 21, 2024, 10:00 a.m. ET

Virtual Only - No Physical Meeting

Location

1007 Market Street Wilmington, Delaware 19801

Record date:

April 3, 2024

The Annual Meeting of Shareholders for The Chemours Company (the "Company") will be held virtually on May 21, 2024 at 10:00 a.m. Eastern Time (including any adjournments or postponements) for the following purposes:

1.

To elect nine director nominees named in the accompanying Proxy Statement to serve one- year terms expiring at the Annual Meeting of Shareholders in 2025;

2.

To hold a non-binding advisory vote to approve the compensation of our named executive officers;

3.

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024; and

4.

To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL

MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2024:

The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report are available at www.allianceproxy.com/chemours/2024

Only shareholders of record at the close of business on April 3, 2024 are entitled to notice of, and to vote at, the Annual Meeting, and any adjournments or postponements of the Annual Meeting.

By Order of the Board of Directors

Kristine M. Wellman

Senior Vice President, General Counsel &

Corporate Secretary

April 11, 2024

Your vote is important. Even if you plan to attend the Annual Meeting, we still encourage you to submit your proxy via Internet, telephone or mail prior to the meeting. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described under "Can I revoke a proxy?" and "Can I change my vote after I have delivered my proxy?" in the "General Information About the Meeting" section of the attached Proxy Statement.

Table of Contents

PROXY SUMMARY/ANNUAL MEETING OVERVIEW . . . . . . . . . . . . . . 1

PROPOSAL 1 - ELECTION OF

DIRECTORS . . . . . . . . . . . . . 7

Director Qualification Process . . . . . . . . 7 Director Nominees . . . . . . . . . . . . 9

CORPORATE GOVERNANCE .

. . .

.

.

. 16

Corporate Governance Highlights

. . .

.

.

. 16

Corporate Governance Practices .

. . .

.

.

. 16

Sustainability Highlights . . . .

. . .

.

.

. 17

Board Oversight of Sustainability

. . .

.

.

. 20

Board Leadership Structure . .

. . .

.

.

. 20

Director Independence . . . .

. . .

.

.

. 21

Oversight of Risk Management .

. . .

.

.

. 21

Succession Planning

. . .

.

.

. 22

Director Education

. . .

.

.

. 22

Code of Conduct

. . .

.

.

. 22

Shareholder Engagement . . .

. . .

.

.

. 23

Policy on Hedging Transactions .

. . .

.

.

. 23

BOARD STRUCTURE AND COMMITTEE COMPOSITION . . . . . . . . . . . . 24

Audit Committee

. 24

Compensation and Leadership Development

Committee

.

25

Nominating and Corporate Governance

Committee

.

25

Environmental, Health, and Safety & Operational

Performance Committee

. 26

DIRECTOR COMPENSATION . . . . . . . 27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . 29

EXECUTIVE COMPENSATION . . . .

.

. 31

Compensation Discussion and Analysis . .

.

. 31

Executive Compensation Tables

.

. 57

Compensation and Leadership Development

Committee Report

.

. 72

PROPOSAL 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION . . . . . . . . . . . 79

PROPOSAL 3 - RATIFICATION OF

SELECTION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING

FIRM

. 80

Fees Paid to Independent Registered Public

Accounting Firm

. 80

Audit Committee's Pre-Approval Policies and Procedures . . . . . . . . . . . . . . 80

Report of the Audit Committee . . . . . . . 81

CERTAIN RELATIONSHIPS AND

TRANSACTIONS

.

. 82

OTHER INFORMATION

.

. 83

Other Business that May Come Before the

Meeting

.

. 83

2025 Annual Meeting of Shareholders . . .

.

. 83

Annual Report on Form 10-K

.

. 83

GENERAL INFORMATION ABOUT THE

MEETING

.

. 84

Proxy Summary

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.

Time and Date

10:00 a.m. (Eastern Time) on Tuesday, May 21, 2024

Place:

Virtual Meeting Only - No Physical

Location

BOARD VOTE

SEE

MANAGEMENT PROPOSALS

RECOMMENDATION

PAGE

Proposal 1

- Election of Directors

FOR EACH NOMINEE

7

Proposal 2

- Advisory Vote on Executive Compensation

FOR

79

Proposal 3

- Ratification of Independent Registered Public Accounting Firm

FOR

80

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 April 3, 2024 (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 the Notice has 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:

INTERNET

Visit www.AALVote.com/CC. Have your proxy card available when you access the above website. Follow the prompts to vote your shares by Internet until 11:59 p.m., Eastern Time, on May 20, 2024.

MAIL

Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.

TELEPHONE

Use any touch-tone telephone to vote your proxy. Call 1 866-804- 9616. Have your proxy card available when you call. Follow the voting instructions to vote your shares.

DURING THE

MEETING

If you wish to vote your shares electronically during the virtual Annual Meeting, you will need to click on www.AALvote.com/CC during the Annual Meeting while the polls are open. You will need the control number on your Notice, or the proxy card mailed to you, as applicable.

2024 Proxy Statement

1

Proxy Summary (continued)

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.

2024 Proxy Statement

2

Proxy Summary (continued)

AUDIT COMMITTEE INTERNAL REVIEW AND RECENT BOARD ACTIONS

Overview

As previously disclosed, the Audit Committee, with the assistance of outside counsel, of the Board of Directors conducted an internal review in the first quarter of 2024 in response to an anonymous report made to the Chemours Ethics Hotline. The scope of the review included the processes for reviewing reports made to the Chemours Ethics Hotline, the Company's practices for managing working capital, including the related impact on metrics within the Company's incentive plans, certain non-GAAP metrics included in filings made with the U.S. Securities and Exchange Commission ("SEC") or otherwise publicly released, and related disclosures. The Audit Committee completed its planned procedures with respect to its review and its findings determined that the Company's then-Chief Executive Officer, then-Chief Financial Officer and then-Controller engaged in efforts in the fourth quarter of 2023 to delay payments to certain vendors and accelerate the collection of receivables, in part to meet free cash flow targets that the Company had communicated publicly, and which also would be part of a key metric for determining incentive compensation applicable to executive officers, and we refer to such efforts as "working capital timing actions." The Audit Committee's internal review determined that there was a lack of transparency with the Board by members of senior management who were engaging in these working capital timing actions.

Recent Board Actions

The Board has taken a number of steps to address the matters described above, including:

  • Launching an internal review, led by the Audit Committee with assistance from independent outside counsel.
  • Placing three senior executives on administrative leave.
  • Appointing Denise Dignam as Interim Chief Executive Officer, who had previously led both our Titanium Technologies and Advanced Performance Materials businesses, and subsequently appointing Denise Dignam as President and Chief Executive Officer and a member of the Board on March 22, 2024.
  • Appointing Matthew Abbott as Interim Chief Financial Officer, who has held senior officer roles in operational, accounting and internal audit areas during his time at Chemours and has prior experience as an audit partner, and initiating a search for a permanent Chief Financial Officer.
  • In conjunction with the Compensation and Leadership Development Committee ("CLDC"), determining the calculation of free cash flow metrics by taking into account the net impact of the working capital timing actions, which reduced the payouts for incentive compensation tied to those metrics for all named executive officers. Further, the Board and CLDC exercised full negative discretion for the former Chief Executive Officer and former Chief Financial Officer. Specifically:
    • Negative Discretion for AIP: The CLDC and the Board applied full negative discretion to reduce the 2023 Annual Incentive Plan ("AIP") awards for the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock to $0.
    • Negative Discretion for PSUs: The CLDC and the Board applied full negative discretion to determine that the former Chief Executive Officer Mark E. Newman and former Chief Financial Officer Jonathan Lock would receive no payouts for the 2021-2023 Performance Share Unit ("PSU") awards.

The Audit Committee and the full Board recognize that the steps taken to date were a step in the right direction, but that there is more to be done.

The Company is committed to taking steps necessary to remediate the control deficiencies that constituted the material weaknesses described in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which we refer to as our Annual Report. We are actively engaged and have devoted substantial resources towards the implementation of enhanced procedures and controls and the remediation of material weaknesses in our internal control over financial reporting. We also engaged external legal, accounting, financial and other consulting and professional services firms to assist

2024 Proxy Statement

3

Proxy Summary (continued)

senior management in the development and execution of a comprehensive remediation plan. We describe in detail our initial and continuing remediation efforts in our Annual Report under Item 9A. Our Board has taken significant action and will continue to transparently communicate as further progress is made.

RECENT CORPORATE GOVERNANCE UPDATES

Our Board remains committed to representing the best interests of Chemours' shareholders. As part of this commitment, the Board goes through regular refreshment with an emphasis on adding skilled directors with diverse backgrounds and experiences to the Board. The Board also regularly evaluates its structure and processes and considers ways in which it may enhance its oversight role. Recent actions the Board has taken include:

  • Addition of Pamela Fletcher to the Board
    • Pamela Fletcher joined our Board in February 2024. She is the former Senior Vice President and Chief Sustainability Officer of Delta Airlines, where she accelerated the company's decarbonization effort through a holistic approach that applied innovation to achieve sustainability gains in both the aviation fleet and ground support fleet. Her career with General Motors Company spanned over 17 years, where she held various leadership roles including Vice President Electric Vehicles and Vice President Global Innovation. She brings invaluable experience working with, and commercializing, disruptive technologies in new markets.
  • Addition of Alister Cowan to the Board and Two Committees
    • Alister Cowan joined our Board in November 2023. He was recently appointed to serve on the Audit Committee, as well as our newly formed Environmental, Health, and Safety & Operational Performance Committee. He brings a depth of financial expertise to the Board from his over 30 years of experience in companies across the globe. As a former Chief Financial Officer, most recently at Suncor, he brings to the Board valuable insights and experience in financial operations, corporate development, and capital allocation.
  • Creation of New Environmental, Health, and Safety & Operational Performance Committee
    • The Board and each committee conduct an annual self-evaluation of its performance with a particular focus on overall effectiveness. As a result of previous years' self-evaluation processes, the Board began to explore establishing a new standing committee for environmental, health, and safety and operational performance topics in early 2023. This process led the Board to determine it was prudent to establish a new standing committee for environmental, health, and safety and operational performance topics. The formation of this committee aligns with our commitment to our values, particularly our commitment to safe and responsible operations. Historically, the full Board has provided oversight of these topics and will continue to do so. This committee structure will enhance and support the Board in oversight of these matters.
  • Appointment of Denise Dignam as President and Chief Executive Officer
    • Denise Dignam was appointed President and CEO and a member of the Board on March 22, 2024, consistent with the Board's succession planning process. Denise brings over 35 years of experience in the chemical industry where she has held senior roles in business and operations, sales and marketing, commercialization, and supply chain.
      She had served as Interim Chief Executive Officer since February 2024, and prior to that held the positions of President, Titanium Technologies (TT) segment, and President, Advanced Performance Materials (APM)
      segment - two businesses that represent in the aggregate over 68% of Chemours' net sales in 2023. As President of Titanium Technologies, Ms. Dignam stood up the TTTransformation Plan, delivered significant operational savings in 2023, refocused the portfolio to deliver more customer value, and developed process improvements for better resource utilization across the manufacturing circuit. During her tenure on Advanced Performance Materials, she reshaped the portfolio to focus resources on secular growth opportunities in Clean Energy and Advanced Electronics. To further accelerate growth, she drove strategic partnerships and initiatives across the globe, and improved the overall cost structure of the business, laying the foundation for further cost optimization.

2024 Proxy Statement

4

Proxy Summary (continued)

CORPORATE GOVERNANCE HIGHLIGHTS

4.5 years

Average Tenure of Director Nominees

56%

Of Director Nominees

are Diverse with

Respect to Gender or

Ethnic Diversity

89%

Director Nominee

Independence &

Independent Board

Chair

NEW

Environmental, Health,

and Safety &

Operational

Performance

Committee

SUSTAINABILITY HIGHLIGHTS

Innovation and

◾ Announced the launch of our 50-50 joint venture with BWT FUMATECH Mobility GmbH

Sustainable Solutions

to help meet demand which is critical for scaling the global hydrogen economy.

  • In 2022, we signed a commitment with the Science Based Targets Initiative (SBTi) to
    Environmental Leadership establish science-based targets for scopes 1, 2, and 3 GHG emissions and continued our

engagement in 2023 in line with expected validation timelines.

Community Impact

◾ In 2023, awarded approximately $5.6 million in grants in support of our Vibrant

Communities goal to improve lives by increasing access to STEM skills, safety initiatives,

and sustainable environment programs within the communities where we operate.

◾ In 2023, 100% of eligible employees met the annual corporate ethics and compliance

Greatest Place to Work

training requirement by completing the Living Integrity Code of Conduct Training.

◾ 92% of our global workforce operates in areas with Great Place to Work® certification.

COMPENSATION HIGHLIGHTS

◾ The 2023 AIP design was tied to our performance against financial and sustainability

(previously ESG) metrics.

Pay-For-Performance

◾ 2023 CEO Pay elements are 88% at risk and NEOs are 72% at risk.

◾ CLDC-led adjustments to incentive compensation metrics for working capital timing

actions, and use of full negative discretion for former executive officers.

Annual Say-On-Pay

◾ At Chemours' 2023 Annual Meeting, shareholders approved the Company's "Say-on-Pay"

proposal with 96% of the votes cast in support of the executive compensation program.

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

2024 Proxy Statement

5

Proxy Summary (continued)

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 Proxy Statement

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The Chemours Company published this content on 11 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 15:31:14 UTC.