Chemours names Dignam as permanent CEO, cuts ties with Newman

Chemours Co. has named Denise Dignam as president and CEO while simultaneously cutting ties with her predecessor, who was accused of improperly shifting payments to boost compensation.

Dignam had been interim CEO of the Wilmington-based materials firm since Feb. 29, when the company's board put former President and CEO Mark Newman on administrative leave as it investigated allegations of financial wrongdoing. The board also placed two other top officials on leave, Jonathan Lock, senior vice president and chief financial officer, along with Camela Wisel, controller and principal accounting officer.

Dignam, who has been with Chemours since 2015, was given the permanent president and CEO titles March 22 and also made a member of the Board of Directors.

That same day the company entered into a separation and release agreement with Newman, according to an 8-K filing Chemours made with the Securities and Exchange Commission.

Newman and the other two executives were placed on leave because of alleged attempts to speed up or slow down payments that would affect their financial incentives.

The March 22 separation agreement between Chemours and Newman was in connection with his resignation from the company and its Board of Directors.

The agreement, as detailed in the 8-K filing, said that subject to Newman "providing an effective release of claims against the company and his compliance with the restrictive covenants applicable to him and the obligations under the separation agreement," his resignation will be treated as a retirement for the purposes of Newman's stock options to acquire Chemours common stock that were vested prior to his resignation.

That provides Newman with a longer period to exercise his vested stock options than if he were not retirement eligible.

"Mr. Newman is not entitled to any severance, equity award vesting or other compensation in connection with his resignation, other than any rights he has to vested benefits under the terms of the company's employee benefit plans," the 8-K filing stated.

Newman also agreed to cooperate with the company in connection with the board's continued review with respect to the company's accounting, "including, to the extent applicable, Newman's conduct, with respect" to the improper activities, according to the SEC filing.

Chemours did not reveal whether Lock and Wisel are still on leave from the company.

Chemours said Dignam brings over 35 years of experience in the chemical industry, holding senior roles in business and operations, sales and marketing, commercialization and supply chain.

Prior to being named interim CEO, she had been president of Chemours Titanium Technologies segment from April 2023 to February 2024, and president of the Advanced Performance Materials unit from February 2021 to April 2023. The two businesses represented more than 68 percent of Chemours' net sales in 2023.

Chemours, spun off from DuPont in 2015, manufactures Viton-brand fluoroelastomers and supplies fluoropolymers and titanium dioxide.

"I am excited and honored to take on the role of president and CEO," Dignam said in a statement. "Chemours is defined by its leading chemistries, the customer applications that our chemistries enable, our manufacturing capabilities, and as importantly, our people and core values.

"Looking ahead I will be focused on strengthening our portfolio with high-value and emerging growth opportunities, and ensuring we are operating as efficiently, effectively and safely as possible. I am committed to continuing to lead with transparency as we do the hard work required to keep building our businesses for today and into the future."

Chemours said Dignam will be paid an annual base salary of $975,000 retroactive to her appointment as interim CEO, according to the 8-K filing. Her compensation package includes a target annual bonus opportunity of 120 percent of her annual base salary and a target long-term incentive award opportunity of $4.36 million.

As president of Titanium Technologies, Chemours said Dignam spearheaded the TT Transformation 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.

While at the helm of Advanced Performance Materials, she reshaped the portfolio to focus resources on secular growth opportunities in clean energy and advanced electronics, the firm said in a news release. She also drove strategic partnerships to further accelerate growth and improved the overall cost structure of the business.

"Denise has the full support of the Board, and we are pleased to have an experienced and capable executive who is so highly regarded inside and outside Chemours for her track record leading the APM and TT business segments," Chemours Board Chair Dawn Farrell said in a statement. "Denise is a high-caliber leader who has the experience and capability to build value for shareholders while upholding our core values and serving our valued customers."

Chemours said March 6 the review stemmed from an anonymous report made to the Chemours company's hotline. A complete report of the findings of the internal review was delivered to the board on March 5.

Based on the review, the board's audit committee determined that the three executives "engaged in efforts in the fourth quarter of 2023 to delay payments to certain vendors that were originally due to be paid in the fourth quarter of 2023 until the first quarter of 2024."

The committee also determined the three "made efforts to accelerate the collection of receivables into the fourth quarter of 2023 that were originally not due to be received until the first quarter of 2024."

The committee found that the efforts were made to meet free cash flow targets that were part of a key metric used to determine incentive compensation for executive officers. As a result, the committee concluded that Newman, Lock and Wisel violated Chemours' code of ethics applicable to their positions and relating to "the promotion of full, fair, accurate, timely and understandable disclosure."

Newman's compensation package totaled $7.6 million for the fiscal year, but only $995,833 of that was in salary, Manufacturing Dive reported. Lock was given a $600,000 base salary when he was named CFO in June 2023, with an incentive plan award worth 75 percent of that salary with the potential for higher payments.

Because of the ongoing review, Chemours has delayed filing its 2023 10-K financial results. It did say findings of the internal review did not affect preliminary, unaudited estimates of operating results and other financial measures for full-year 2023.

Chemours released unaudited financial results on Feb. 29. The firm said it expects to report sales of around $6 billion for the year, down almost 12 percent from 2022. For the year, Chemours projects to report a loss of between $225 million and $235 million. It had shown a profit of almost $600 million in 2022. The estimated loss for 2023 includes $899 million of pretax litigation settlements and restructuring, asset-related and other charges.

On March 18, Chemours said in a news release it received notice from the New York Stock Exchange that the company is not in compliance with NYSE Listed Company rules because of the delay of is Form 10-K for 2023. The NYSE told the firm it has six months from March 15 to file the 10-K with the SEC, and that it can regain compliance with listing standards by filing the form withing that timespan.

Chemours said in the statement that it is "working diligently to complete its year-end reporting process, including its review of internal control over financial reporting as of December 31, 2023," and to file its 10-K as promptly as practical.

In conjunction with Dignam's permanent appointment as president and CEO, Chemours said Matthew S. Abbott will continue as interim chief financial officer while the company commences a search for a permanent CFO.

Abbott has served as senior vice president and chief enterprise transformation officer since June 2023. He previously was vice president, digital and data analytics leader, from 2021 to 2023, where he was central to designing digital strategies to accelerate Chemours' journey to becoming a data-driven organization.

"Matt is an incredible partner," Dignam said. "His tireless efforts and leadership have been integral to Chemours' progress to this point and will continue to be critical as we navigate the road ahead of us.

"Matt has made it clear that he is committed to leading the finance organization, building a strong controls environment and ensuring the delivery of our financial reporting and disclosures, while we conduct our search for a permanent CFO to further enhance our capital structure and achieve shareholder value."

Diane Iuliano Picho, vice president of human resources and chief of staff for the Titanium Technologies segment, was named interim president of the business while the company conducts a search for a permanent president for the unit.

Chemours said she brings "demonstrated business acumen over a 40-year career that includes experiences in R&D, operations, HR, sales, marketing and commercial leadership."

Iuliano Picho previously was vice president of commercial operations for the Advanced Performance Materials segment, where she led product management, supply chain and demand planning, and competitive intelligence. She joined DuPont in 1983, holding roles of increasing responsibility during her tenure there.

Chemours' stock price dropped almost 32 percent to less than $20 on Feb. 29 when news of the executives' actions were first reported, after closing at $28.72 on Feb. 28. But the stock has recovered since, closing March 25 at $28.37.

Frank Esposito, Plastics News staff, contributed to this report.