PLC
☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Trinseo PLC REGISTERED OFFICE: Riverside One Sir John Rogerson’s Quay Dublin 2 Dublin, Ireland D02 X576 PRINCIPAL PLACE OF BUSINESS: 1000 Chesterbrook Boulevard, Suite 300 Berwyn, PA 19312 USA April 25, 2022 Dear Shareholder: We cordially invite you to attend our 2022 annual general meeting of shareholders (the “Annual Meeting”) to be held on Tuesday, June 14, 2022 at 12:00 p.m. (local time) at the InterContinental Dublin, located at Simmonscourt Road, Ballsbridge, Dublin, D04 A9K8. Further details regarding admission to the Annual Meeting as well as the business to be conducted at the meeting are more fully described in the accompanying materials. In addition to the typical proposals to be voted on at our Annual Meeting, we are submitting to our shareholders for approval three proposals related to the cross-border merger transaction that was approved by shareholders at last year’s annual general meeting of | ||||
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Trinseo S.A.
Extraordinary, our former publicly traded parent. These three proposals are being made in response to advisory proposals which did not receive majority support from shareholders. In addition, we have included a proposal related to the reissuance of treasury shares, as well as a proposal asking shareholders to approve amendments to our Amended & Restated 2014 Omnibus Incentive Plan, which we believe are necessary to continue to grant incentive awards to our employees.
Luxembourg, Grand Duchy and proxy statement. We have also made available a copy of Luxembourg
November 28, 2017
our Annual Report on Form 10-K for our fiscal year ended December 31, 2021. We encourage you to read the Form 10-K, which includes information on our operations and products, as well as our audited financial statements.
Sofitel Luxembourg Europe
4, rue du Fort Niedergrünewald
BP 512 / Quartier Européen Nord
I.S.T.
Grand Duchy of Luxembourg
Registered office of Trinseo S.A.:
46A avenuePLC
REGISTERED OFFICE:
Riverside One
Sir John F. Kennedy
Rogerson’s QuayL-1855Dublin 2 Luxembourg
Grand Duchy of Luxembourg
Dublin, Ireland
D02 X576
PLC
USA
PLC:
First,
Second,share capital, under Irish law;
record who wish to attend the Annual Meeting are also encouraged to register to attend on proxyvote.com, and may vote their shares during the Annual Meeting.
April 28, 2022. On or before April 28, 2022, the Company will also begin mailing a Notice of Internet Availability of Trinseo’s Proxy Materials to shareholders informing them that this proxy statement and voting instructions are available online. As more fully described in that Notice, all shareholders may choose to access proxy materials on the Internet or may request to receive paper copies of the proxy materials.
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| Proxy Statement | | | | | 1 | | |
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Questions and Answers About the | | | | | | | ||
| Proposal 1 | | | | | 5 | | |
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| Securities Authorized for Issuance under Equity Compensation Plans | | | | | 31 | | |
| Delinquent Section 16(a) | | | | | | | |
| Proposal 2 | | | | | 32 | | |
| Compensation Discussion and Analysis | | | | | | | |
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| CEO Pay Ratio | | | | | 53 | | |
| Director Compensation | | | | | | | |
| Audit Committee Matters | | | | | 55 | | |
| Proposal 3 | | | | | 57 | | |
| Proposal 4 | | | | | 58 | | |
| Proposal 5 | | | | | 59 | | |
| Proposal 6 | | | | | 60 | | |
| Proposal 7 | | | | | 61 | | |
| Proposal 8 | | | | | 62 | | |
| Shareholder Proposals and Director Nominations | | | | | | | |
| Householding | | | | | 69 | | |
| Appendix A | | | | | | | |
| Appendix B | | | | | B-1 | | |
OurThe Board of Directors (the “Board”) of Trinseo S.A.PLC solicits your proxy for the Extraordinary GeneralAnnual Meeting of Shareholders (the “Extraordinary Meeting”) to be held on November 28, 2017,June 14, 2022, and at any adjournments or postponements of the ExtraordinaryAnnual Meeting, for the purposes set forth in the Notice of the Extraordinary GeneralAnnual Meeting of Shareholders included in this proxy statement. As
used in this Proxy Statement,proxy statement, the terms “we,” “us,” “our” “Company” or “Trinseo” refer to Trinseo S.A.PLC. Proxy materials, including this Proxy Statementproxy statement and the Annual Report for our fiscal year ended December 31, 2021 (“fiscal 2021”) are being first provided to shareholders on or about October 20, 2017.before April 28, 2022. Our registered address is 46A avenueRiverside One, Sir John F. Kennedy,L-1855 Luxembourg, Grand Duchy of Luxembourg.
Notice.
What is a shareholder of record?
Voting Item | | | Votes Required to Approve Proposal (if quorum is present) | | | Abstentions and Broker Non-Votes | |
| | Majority of Votes Cast. Votes cast “for” must exceed the votes cast “against” | | | | ||
2. Approval of Executive Compensation | | | Majority of Votes Cast. Proposal is deemed approved if votes “for” exceed votes cast “against.” The Board takes the voting results under advisement | | | Not counted as votes cast and therefore have no effect | |
3. Appointment of PwC as independent registered public accounting firm and authorization of the Audit Committee to set auditors’ remuneration | | | Majority of Votes Cast. Votes cast “for” must exceed the votes cast “against”. The Board takes the voting results with respect to the appointment of PwC under advisement | | | Abstentions are not counted as votes cast and therefore have no effect; brokers may vote without instruction | |
4. Approval of Board Authority to Issue Shares | | | Majority of Votes Cast. Votes cast “for” must exceed the votes cast “against” | | | Not counted as votes cast and therefore have no effect | |
5. Approval of Board Authority to Opt Out of Statutory Pre-emption Rights | | | 75% of the Votes Cast: Votes cast “for” must meet or exceed 75% of total votes cast | | | Not counted as votes cast and therefore have no effect | |
6. Approval of amendments to the Constitution to remove the authorized class of preferred shares | | | 75% of the Votes Cast: Votes cast “for” must meet or exceed 75% of total votes cast | | | Not counted as votes cast and therefore have no effect | |
7. To set the price range for re-issuance of treasury shares | | | 75% of the Votes Cast: Votes cast “for” must meet or exceed 75% of total votes cast | | | Not counted as votes cast and therefore have no effect | |
8. Approval of amendment and restatement of our Omnibus Incentive Plan | | | Majority of Votes Cast. Votes cast “for” must exceed the votes cast “against” | | | Not counted as votes cast and therefore have no effect | |
If there are not sufficient votesthe compensation paid by the Company to approveits named executive officers; (3) “FOR” ratification of the Proposal at the Extraordinary Meeting, in accordance withappointment of PwC to be the Company’s Articlesindependent registered public accounting firm for the year ending December 31, 2022, and authorization of Association, the chairman may adjourn the Extraordinary Meeting to permit the further solicitationAudit Committee of proxies. Additionally, under Luxembourg law, the Board may adjournto set the Extraordinary Meeting forauditors’ remuneration; (4) “FOR” approval of Board authority to issue shares under Irish law; (5) “FOR” approval of Board authority to opt out of statutory pre-emption rights, with respect to up to four weeks. The persons named as proxies will vote those proxies for such adjournment, unless marked10% of issued ordinary share capital, under Irish law; (6) “FOR” approval of amendments to be voted againstour Constitution to remove the Proposal, to permit the further solicitationexisting class of proxies. Abstentions and brokernon-votes, if any, will not have any effect on the resultpreferred shares; (7) “FOR” approval of the voteprice range for adjournment. If any nominee should become unavailable, your shares will be voted for another nominee selected byre-issuing treasury shares; and (8) “FOR” approval of amendment and restatement of the Board or for onlyCompany’s Amended & Restated 2014 Omnibus Incentive Plan.
Brokers are not permitted to vote your shares onAnnual Meeting and the Proposal. Proxy Materials
If you do not vote your shares, you will not have a say on the important proposalissues to be voted upon at the ExtraordinaryAnnual Meeting.
What happens if I abstain from voting or my broker withholds my vote?
For the proposal to be considered at the meeting, abstentions are treated as shares that are represented and entitled to vote, so abstaining has the same effect as a negative vote. Shares held by brokers that do not have discretionary authority to vote on the proposal and that have not received voting instructions from their customers are not counted as being represented or entitled to vote on the proposal, which has the effect of reducing the number of affirmative votes needed to approve the proposal.
Should I submit a proxy even if I plan to attend the Extraordinary Meeting in person?Annual Meeting?
Sunday, June 12, 2022.
We will bearAnnual Meeting (and not in the expensename of a bank, broker or other nominee), then your proxy may be revoked by taking any of the solicitationfollowing actions:
A shareholder may also choose to vote electronically be received no later than 11:59 p.m., Eastern Time, on Sunday, June 12, 2022;
Can I revoke my proxy?
Your proxy may be revoked by giving notice of revocation to Trinseo in writing, by accessing the Internet site, by using the
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY MEETING AND THE PROXY MATERIALS
toll-free telephone number, orAnnual Meeting in person, atby submitting a new poll card during the ExtraordinaryAnnual Meeting. A shareholder
The Internet and telephone procedures for voting and for revoking or changing a vote are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been properly recorded.
Trinseo has a classified board
The Class III director nominee, Mr. Henri Steinmetz, will stand for election to serve for a term expiringuntil close of business at the 2020next annual general meeting.
| Director Nominee | | | Served Since | | | Chemicals Industry Experience | | | Manufacturing/ Related Industry Experience | | | Chief Executive Experience | | | Accounting and Financial Experience | | | Public Company Board Experience | | ||||||||||||||||||
| K’Lynne Johnson | | | | | 2017 | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | |
| Joseph Alvarado | | | | | 2017 | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| Frank Bozich | | | | | 2019 | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | |
| Victoria Brifo | | | | | 2021 | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | |
| Jeffrey J. Cote | | | | | 2014 | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| Pierre-Marie De Leener | | | | | 2014 | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
| Jeanmarie Desmond | | | | | 2020 | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | |
| Matthew Farrell | | | | | 2020 | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| Sandra Beach Lin | | | | | 2019 | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | |
| Philip R. Martens | | | | | 2016 | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | |
| Donald T. Misheff | | | | | 2015 | | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | |
| Henri Steinmetz | | | | | 2017 | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | |
| Mark Tomkins | | | | | 2019 | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | |
substantive areas that are important to our business such as chemical industry expertise,expertise; international operations; accounting, finance and capital structure; strategic planning and operational leadership of complex organizations;organizations human resources and development practices; and innovation. In addition, we believe that our nominees should possess the professional and personal
Mr. Steinmetz is a new director nominee nominated by the Board to fill the seat vacated by Jeannot Krecké Thirty percent (30%) of our directors are women, and is standing for election at this Extraordinary General Meeting. If elected, he will hold office untiltwo of our 2020 annual general meeting of shareholders and until his successor is duly elected and qualified. Mr. Steinmetz offers our Board decades of experience in the chemical industry as welldirectors self-identify as a global perspectivemember of an underrepresented minority group (meaning an individual who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander). Two of our directors are non-U.S. citizens and significant chief executive officer experience. Mr. Steinmetz will not be able to serve as atwo directors maintain dual citizenship.
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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE ELECTION OF HENRI STEINMETZ AS A CLASS III DIRECTOR.
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES AS DIRECTOR. | | |||
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K’lynne Johnson Age: 53 Director Since: March 2017 Committee Membership: • Compensation and Talent Development • Nominating & Corporate Governance |
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Since 2016 Mr. Steinmetz has
Education:
Mr. Steinmetz graduatedBrigham Young University with a M.S.degree in metallurgy from the Technical University Clausthal, GermanyManagement and has an MBA from INSEAD Fontainebleau, France.
Organizational Behavior (M.O.B.) and a B.S. in Psychology.
None
Mr. Steinmetz has significant global chief executive officer
| | | Joseph Alvarado Age: 69 Director Since: March 2017 Committee Membership: • Compensation and Talent Development (Chair) • Nominating & Corporate Governance | |||
Directors with Terms Expiring in 2018 (Class I Directors)
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Professional Experience:
from 2013 to 2017
| | | Frank A. Bozich Age: 61 Director Since: June 2019 Committee Membership: • Environmental, Health, Safety, Sustainability & Public Policy | |||
| | | Victoria Brifo Age: 53 Director Since: June 2021 Committee Membership: • Compensation and Talent Development • Environmental, Health, Safety, Sustainability & Public Policy | |
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Cote 55 | |
None
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64 | |
| | | Jeanmarie Desmond Age: 55 Director Since: October 2020 Committee Membership: • Audit • Environmental, Health, Safety, Sustainability & Public Policy | |||
| | | Matthew Farrell Age: 65 Director Since: November 2020 Committee Membership: • Audit • Compensation and Talent Development | |
Directors with Terms Expiring in 2019 (Class II Directors)
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64 | |
| | | Philip R. Martens Age: 62 Director Since: September 2016 Committee Membership: • Compensation and Talent Development • Nominating & Corporate Governance (Chair) | |
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Director Since: February 2015 Committee Membership: • |
Professional Experience:
Mr. Pappas joined Trinseo as President and Chief Executive Officer in June 2010 and served as interim chief financial officer from November 2015 until June 2016. Prior to joining Trinseo, Mr. Pappas held a number of executive positions at NOVA Chemicals of increasing responsibility from July 2000 to November 2009, most recently as President and Chief Executive Officer from May 2009 to November 2009, President & Chief Operations Officer from October 2006 to April 2009 and Vice President and President of Styrenics from July 2000 to September 2006. Before joining NOVA Chemicals, Mr. Pappas was Commercial Vice President of DuPont Dow Elastomers where he joined as Vice President of ethylene elastomers in 1995. Mr. Pappas began his chemicals career in 1978 with The Dow Chemical Company (“Dow”) where he held various sales and managerial positions until 1995.
Education:
Mr. Pappas holds a B.S. degree in Civil Engineering from the Georgia Institute of Technology and an MBA from the Wharton School of Business at The University of Pennsylvania.
Other Public Company Directorships:
FirstEnergy Corp. (NYSE: FE) since 2011
Univar, Inc. (NYSE: UNVR) since 2015
Director Qualifications:
Mr. Pappas is highly qualified to serve on our Board due to his public company board experience and his more than 30 years of management experience with major companies in the chemical industry, and by his leadership of the Company since its formation. In these roles he has also acquired and demonstrated substantial financial expertise which is valuable to the Company’s Board.
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Mr. Zide is a senior advisor to Bain Capital in the private equity business, having joined the firm in 1997. From 2001 through 2015, Mr. Zide was a Managing Director of Bain Capital. Prior to joining Bain Capital, Mr. Zide was a partner of the law firm of Kirkland & Ellis LLP, where he was a founding member of the New York office and specialized in representing private equity and venture capital firms.
Education:
Mr. Zide received an MBA from Harvard Business School, a Juris Doctorate from Boston University School of Law, and a B.A. degree from the University of Rochester.
Other Public Company Directorships:
Sensata Technologies B.V. (NYSE: ST) since 2010
HD Supply Holdings, Inc. (NASDAQ: HDS) from 2007 to 2014
Innophos Holdings, Inc. (NASDAQ: IPHS) from 2004 to 2013
Director Qualifications:
Mr. Zide brings to the Board extensive negotiating and financing expertise gained from his training and experience as a legal advisor, and later as a private equity professional and financial advisor. In addition, Mr. Zide has had significant involvement with the Company since its 2010 formation, and has served as a director of numerous public and private companies during his career in private equity and law.
PROPOSAL 1—ELECTION OF CLASS III DIRECTOR
Directors with Terms Expiring in 2020 (Class III Directors)
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Professional Experience:
Ms. Johnson served as President and Chief Executive Officer of Elevance Renewable Sciences Inc., a specialty chemicals company, from 2007 to 2015, and as Chairwoman from 2015 to 2016. Ms. Johnson joined Elevance after over 20 years’ experience working within the oil and petrochemicals industry for Amoco Corporation and BP p.l.c. (joining BP after its merger with Amoco in 1998). During this time she held both operational and functional roles, culminating in her role as Senior Vice President of Global Derivatives within BP’s global Innovene business, which included P&L accountability for multiple global commodity and specialty chemicals businesses.
Education:
Ms. Johnson graduated from Brigham Young University with a degree in Management and Organizational Behavior (M.O.B.) and a B.S. in Psychology.
Other Public Company Directorships:
FMC Corporation (NYSE: FMC) since 2013
Director Qualifications:
Ms. Johnson brings to our board valuable experience in operational leadership and chemical industry expertise.
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Professional Experience:
Accounting and is a certified public accountant (inactive).
| | | Henri Steinmetz Age: 65 Director Since: November 2017 Committee Membership: • Audit • Environmental, Health, Safety, Sustainability & Public Policy | |||
| | | Mark Tomkins Age: 66 Director Since: November 2019 Committee Membership: • Audit (Chair) • Nominating & Corporate Governance | |
Board Candidates
The nominating and corporate governance committee considers properly submitted recommendations for candidates to the Board from shareholders.The As part of its ongoing succession planning, the Company has engaged an executive search firmseeks to identify potential Board nominees on behalf of the Board. The executive search firm is instructed to identify candidates meetingBoard that meet the Board’s desiresrequirements with respect to diversity, experience, skill, and qualifications and perform preliminary screenings of such candidates on behalfqualifications.
Board Independence.Independence
CORPORATE GOVERNANCE
strong, independent oversight of management and risk through a governance structure that includes other Board committees. Under our structure, it is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to Trinseo. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to Trinseo. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board
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Board of Directors | | | • Strategic, financial, and execution risks and exposures associated with our annual and multi-year business plans • Acquisitions and divestures • Capital expenditure and budget planning • Major litigation, investigations, and other matters that present material risk to our operations, plans, prospects, or reputation • Review of enterprise risk management including cybersecurity and
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| Audit Committee | | | • Risks associated with financial accounting matters, including financial reporting, accounting, disclosure, and internal controls over financial reporting • Supervision and selection of our external and internal auditors • Our ethics and compliance programs
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| Compensation and Talent Development Committee | | | • Risks related to the design of our executive compensation programs, plans, and arrangements • Senior management succession planning | |
| Nominating and Corporate Governance Committee | | | • Risks related to our governance structures and processes • Director succession planning | |
| Environmental, Health, Safety, Sustainability and Public Policy Committee | | | • Our environmental, health and safety risk management programs • The alignment of our environmental, health, safety, sustainability, social and public policy program with the Company’s business strategy and creation of stakeholder value | |
2021. person, using the same registration method for shareholders who wish to attend. There will not be a teleconference or video conference option.Structure.Structure Under our Corporate Governance Guidelines, our Board may select a Chairman of the Board of DirectorsChair at any time, who may also be an executive officer of the Company. The Board has currently chosen to separate the roles of ChairmanBoard Chair and Chief Executive Officer. Mr. Zide, our currentnon-executive Chairman ofOfficer, which the Board of Directors, has served as a director since 2010 and brings to the Board extensive knowledge and expertise in strategy, mergers and acquisitions. The Board believes that the separate roles of Mr. Zide and Mr. Pappas, our Chief Executive Officer, areis currently in the best interest of Trinseo and its shareholders, at this time. Mr. Zide hasin-depth knowledge of our business arising from his many years of service to Trinseo and, as a result, provides effective leadership for the Board and support for Mr. Pappas and other management. Theshareholders. This structure permits Mr. Pappasour Chief Executive Officer to devote his attention to leading Trinseo and to executing on our business strategy.Attendance.Chair and has served as a director since 2017. Ms. Johnson brings significant experience as Chair, including, but not limited to: (i) entrepreneurial and senior public company experience; (ii) expertise in environmental, social and governance issues; and (iii) strategic transformation experience. Ms. Johnson has significant experience in the specialty chemical industry and as a public company director. As described above, the Board has determined that Ms. Johnson meets the definition of an independent director under NYSE listing standards. The nominating and corporate governance committee will recommend adjustments to committee assignments to the Board as it deems necessary during the year.boardBoard members to prepare for, attend and participate in all boardBoard and applicable committee meetings. Our Board held 7nine meetings in 2016.2021, including eight meetings held as the board of Trinseo S.A., our former publicly-traded parent company and one meeting as the Board of Trinseo PLC. The audit, compensation and talent development, and nominating and corporate governance committees held 9, 5,nine, six and 4five meetings in 2016,2021, respectively. No Board member attended less than 75% of our board andBoard or committee meetings, as applicable, in 2016.We had twoIn 2021 six directors in attendance for our 2016 annual general meeting of shareholders for whichand no shareholders attended. Under Luxembourg law we are required to receive notice by the meeting’s record date of a shareholder’s intention to attend the annual general meeting of shareholders in person. Additionally,attended our annual general meeting, which was held via teleconference pursuant to guidance from the Grand Duchy of Luxembourg. Eligible shareholders unless there is an exceptional circumstance, arewere permitted to attend the teleconference by registering on our voting website. Notwithstanding any COVID-related or similar travel restrictions, or other extenuating circumstances which would impact the safety of attendees, this year’s Annual Meeting will be held in Luxembourg.Sessions.Sessions Our Corporate Governance Guidelines provide that thenon-management directors of the Board meet in executive session at least once during each regularly scheduled Board meeting to review matters concerning the relationship of the Board with the management
CORPORATE GOVERNANCE
and talent development, and nominating and corporate governance committees, each committee we also evaluate each committee’sevaluates its performance on an annual basis and reportreports its findings to the Board the findings.
Board.
investor.trinseo.com by selecting the “Ethics and Compliance” link and then “supporting policies.”
investor.trinseo.com by selecting the “Ethics and Compliance” link and then “supporting policies.”
Name | Audit | Compensation | Nominating and Corporate Governance | |||||||||
Jeffrey J. Cote | X | * | X | (1) | ||||||||
Pierre-Marie De Leener | X | |||||||||||
Philip R. Martens | X | (2) | X | (2) | ||||||||
Donald T. Misheff | X | X | (1) | |||||||||
Christopher D. Pappas | X | * | ||||||||||
Michel G. Plantevin | X | |||||||||||
Stephen M. Zide | X | * | X |
Name | | | Audit | | | Compensation and Talent Development | | | Nominating and Corporate Governance | | | Environmental, Health, Safety, Sustainability and Public Policy | | |
| K’Lynne Johnson † | | | | | | ✓ | | | ✓ | | | | |
| Joseph Alvarado | | | | | | Chair* | | | ✓ | | | | |
| Frank Bozich | | | | | | | | | | | | ✓ | |
| Victoria Brifo | | | | | | ✓ | | | | | | ✓ | |
| Jeffrey J. Cote § | | | ✓ | | | | | | | | | ✓ | |
| Pierre-Marie De Leener | | | | | | ✓ | | | | | | ✓ | |
| Jeanmarie Desmond § | | | ✓ | | | | | | | | | ✓ | |
| Matthew Farrell § | | | ✓ | | | ✓ | | | | | | | |
| Sandra Beach Lin | | | | | | | | | ✓ | | | Chair* | |
| Philip R. Martens | | | | | | ✓ | | | Chair | | | | |
| | ✓ | | | | | | ✓ | | | | | ||
| Henri Steinmetz | | | ✓ | | | | | | | | | ✓ | |
| Mark Tomkins § | | | Chair | | | | | | ✓ | | | | |
BOARD STRUCTURE AND COMMITTEE COMPOSITION
Barry J. Niziolek1.
Timothy M. Stedman,Penn State University.
Hayati Yarkadas, Senior Vice President and Business President, Latex Binders, Synthetic Rubber and Global Procurement. Mr. Yarkadas, age 49, joined the Company in November 2015 to lead the rubber, latex, and performance plastics businesses. Since October 2017, Mr. Yarkadas now leads the latex binders and synthetic rubber businesses, along with the global procurement function and leadership of the Asia Pacific region. Mr. Yarkadas has more than 20 years of experience in the materials business. From July 2013 to November 2015, Mr. Yarkadas led the food ingredient business of Tate & Lyle in Europe as Senior Vice President and General Manager, based in London. Prior to that, Mr. Yarkadas spent over 17 years with DuPont in many of its worldwide locations. Most recently Mr. Yarkadas served as General Manager of the DuPont Teijin Films joint venture from May 2009 to May 2013. Previously, he was Global Business Director for DuPont Advanced Glass Interlayers and held a series of roles in sales, sales management, Six Sigma, marketing, product management and business management in plastics and chemicals. Throughout his career, Mr. Yarkadas gained significant operating and global leadership skills with various roles in Turkey, the U.K., Switzerland, the U.S., and Luxembourg. Mr. Yarkadas has a master’s degree in Mechanical Engineering from Istanbul Technical University and an MBA from Imperial College London.
CPE Lyon.
Marilyn N. Horner,
OUR COMPANY’S EXECUTIVE OFFICERS
Chemicals where she started her careerProcter & Gamble in 1988. She served as the2001. Mr. Joly holds a Master of Science in Chemical Engineering from CPE Lyon.
E. Jeffery Denton,Twente, The Netherlands, and a Master of Business Administration from TSM Business School.
Catherine C. Maxey,SDA Bocconi.
David P. Stasse, Vice President—Treasury and Corporate Finance. Mr. Stasse, age 47,58, joined the Company in July 2013April 2020 as Vice President—Supply Chain Services. Prior to joining Trinseo, Mr. Schewe served as Executive Vice President and Treasurer with responsibilityChief Supply Chain Officer for all treasury and investor relations matters, including cash management, risk management, relationships with rating agencies and commercial banks, and financing matters. Mr. Stasse joined the Company from Freescale Semiconductor,A. Schulman, Inc., a global semiconductor manufacturer that serves the automotive, networking, consumer and industrial markets, where (now LyondellBasell Industries). Prior to this role, he served as Vice President and Treasurer since July 2008, and Assistant Treasurer from August 2006 to July 2008.Business Unit Director for Schulman’s Custom Performance Colors business in EMEA. Mr. StasseSchewe holds a MBAdegree as a State-Certified Engineer in FinanceChemical Engineering from Fresenius Akademie Wiesbaden in Germany, and an Apprenticeship as a Chemical Laboratory Technician from RWTH Aachen in Germany.
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Share Repurchase and Secondary Offerings
On March 24, 2016, our former Parent, Bain Capital Everest Manager Holding SCA, sold an aggregate of 10,600,000 of our ordinary shares in a registered, underwritten public offering to Goldman, Sachs & Co. (the “Underwriter”). Concurrent with that offering, the Company repurchased a total of 1,600,000 of our ordinary shares from the Underwriter at a price of $35.63 per share, the same price per share paid by the Underwriter. As a result of the share repurchase, our former Parent received approximately $57,008,000 in proceeds from the Company. Five of our directors at that time, Messrs. Zide, Thomas, Plantevin, Hauser, and Vasseur, were affiliated with our former Parent. Therefore, the decision to repurchase 1,600,000 of our shares at $35.63 was delegated to a committee of disinterested directors consisting of our audit committee members.
During the year ended December 31, 2016, our former Parent also sold 37,269,567 ordinary shares pursuant to the Company’s shelf registration statement filed with the SEC. In connection with these secondary offerings, the Company incurred advisory, accounting, legal and printing expenses on behalf of the former Parent of $2.5 million during the year ended December 31, 2016. The Company was obligated to pay these expenses under a June 17, 2010 registration rights agreement entered into with our former Parent at the time of our Company’s formation. These expenses were included within “Selling, general and administrative expenses” in the Company’s 2016 consolidated statement of operations contained in its 2016 Annual Report on
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Unless otherwise indicated below, the address for each listed director, director nominee, officer and shareholder is c/o Trinseo S.A., 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312.
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| Name | | | Total Number of Shares Beneficially Owned | | | Percent of Class (1) | | | Of Number of Shares Beneficially Owned, Shares which May be Acquired within 60 Days (2) | | |||||||||
| M&G Investment Management Limited (3) | | | | | 7,628,044 | | | | | | 20.5% | | | | | | — | | |
| BlackRock, Inc. (4) | | | | | 6,252,810 | | | | | | 16.8% | | | | | | — | | |
| FMR LLC (5) | | | | | 2,533,469 | | | | | | 6.8% | | | | | | — | | |
| Frank A. Bozich | | | | | 194,400 | | | | | | * | | | | | | 110,938 | | |
| David Stasse | | | | | 54,802 | | | | | | * | | | | | | 25,608 | | |
| Angelo N. Chaclas | | | | | 75,709 | | | | | | * | | | | | | 52,775 | | |
| Andre Lanning | | | | | 5,595 | | | | | | * | | | | | | 5,595 | | |
| Francesca Reverberi | | | | | 19,859 | | | | | | | | | | | | 14,792 | | |
| Joseph Alvarado | | | | | 12,351 | | | | | | * | | | | | | — | | |
| Victoria Brifo | | | | | — | | | | | | * | | | | | | — | | |
| Jeffrey J. Cote | | | | | 15,787 | | | | | | * | | | | | | — | | |
| Pierre-Marie De Leener | | | | | 7,745 | | | | | | * | | | | | | — | | |
| Jeanmarie Desmond | | | | | — | | | | | | * | | | | | | — | | |
| Matthew Farrell | | | | | 17,000 | | | | | | * | | | | | | — | | |
| K’Lynne Johnson | | | | | 8,805 | | | | | | * | | | | | | — | | |
| Sandra Beach Lin | | | | | 4,955 | | | | | | * | | | | | | — | | |
| Philip R. Martens | | | | | 12,870 | | | | | | * | | | | | | — | | |
| Donald T. Misheff | | | | | 16,195 | | | | | | * | | | | | | — | | |
| Henri Steinmetz | | | | | 25,024 | | | | | | * | | | | | | — | | |
| Mark Tomkins | | | | | 7,755 | | | | | | * | | | | | | — | | |
| All Directors, Nominees and Executive Officers as a Group (25 persons) (6) | | | | | 546,380 | | | | | | 1.5% | | | | | | 259,553 | | |
TOCK OWNERSHIP INFORMATION
| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
| Equity compensation plans approved by securityholders | | | | | 2,060,230 (1) | | | | | | 48.78 (2) | | | | | | 1,848,284 | | |
| Equity compensation plans not approved by securityholders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 2,060,230 | | | | | | 48.78 | | | | | | 1,848,284 | | |
2021.
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. | | |
| Name | | | Position | |
| Frank A. Bozich | ||||
| | President and Chief Executive Officer | |||
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| David Stasse | | | Executive Vice President and Chief Financial Officer | |
| Angelo N. Chaclas | | | Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | |
| Andre Lanning | | | Senior Vice President and | |
| Francesca Reverberi | | | Senior Vice President and | |
We had record financial performance in 2016, which included steady improvement within
Considerationpolymethyl methacrylates and activated methyl methacrylates businesses (the “PMMA business”) from Arkema S.A. for a purchase price of 2016 Advisory Vote$1.36 billion (the “PMMA Acquisition”), and second the acquisition of Aristech Surfaces LLC, a manufacturer and global provider of PMMA continuous cast and solid surface sheets, for a purchase price of $449.5 million (the “Aristech Acquisition”).
The
In 2016 we adopted a clawback policy that allows incentive-based compensation to be clawed back to the extent it was awarded on the achievement of financial results that become subject to an accounting restatement that should have resulted in the executive receiving a lower amount of compensation had our financial results been properly reported. See “Compensation Philosophy and Design—Maintaining Best Practices Regarding Executive Compensation.”
For 2017, we have also changed our compensation program to put a greater focus on
COMPENSATION DISCUSSION AND ANALYSIS
The PSUs will vest on the third anniversary of the grant date, subject to the Company’s relative total shareholder return (“TSR”) performance, assuming the reinvestment of dividends, against the performance of 59 other chemical companies with shares traded on a major U.S. stock exchange and have a market capitalization exceeding $500 million dollars at the time the award is granted. The amount of PSUs that will vest are generally as follows:
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Regardless of the targets above vesting will be capped at 100% of target if the Company’s TSR is negative for the performance period. Additionally, the total value of the awards delivered at vesting is capped at three times the target shares multiplied by the grant date share price. Because we assume reinvestment of dividends, dividend equivalents will accrue during the performance period. However, dividend equivalents will be paid only if and to the extent the PSUs vest, since we do not believe the executives should receive the benefit of such dividend earnings if the performance criteria associated with the PSU award is otherwise not met.
Beginning in 2016, our Board began changing the composition of the compensation committee and has added additional members from its newly appointed directors. We believe the new composition will provide a fresh perspective on compensation matters.
Compensation Philosophy and Design
COMPENSATION DISCUSSION AND ANALYSIS
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Clawback and Recoupment Policies | | | We have the right to Our equity award agreements also provide for the | |
| Share Ownership Guidelines | | | The compensation committee has adopted share ownership guidelines to whom the share ownership guidelines apply were in compliance at year-end 2021. Until the |
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COMPENSATION DISCUSSION AND ANALYSIS
Mitigate Undue Risk and Risk Assessment | | | The compensation committee regularly assesses whether our compensation programs and arrangements for our employees encourage excessive risk-taking. We mitigate undue risk in our compensation program by instituting strong governance policies such as capping potential payments, utilizing multiple performance metrics, striking a balance between short- and long-term incentives and adopting share ownership requirements. | | |
| Compensation at Risk | | | We grant a high percentage ofat-risk compensation to our executive officers. We believe this is essential to creating a culture ofpay-for-performance. | |
| Double-Trigger Change-in-Control Provisions | | | Our executive officers only receive change-in-control benefits under their equity awards or their employment agreements if their employment is also terminated without cause (or by the executive for good reason) within a specified period following a change in control. | |
| No 280G Gross-Up Provisions | | | The compensation committee | |
| Anti-Hedging and Pledging Policy | | | We prohibit our directors, executive officers, and all employees from hedging or pledging the Company’s securities. | |
| Independent Compensation Consultant | | | The compensation committee retains and annually reviews the independence of its compensation consultant. | |
Plan Based Awards Table; Other Narrative Disclosure” for a description of each NEO’s employment agreement terms.
In 2015, the compensation committee selected a peer group of companies, with assistance from Willis Towers Watson, for use in making 2016 compensation decisions, with respect to the total mix and amount of compensation. This peer group consists of companies in the chemical and chemical-related industries, as well as companies in the container and packaging and paper and forest product industries. The compensation committee reviewed various market-based metrics of the peer group that it deemed appropriate, which included enterprise value, revenue, market capitalization, and EBITDA margins, to establish compensation benchmarks.
The compensation committee may annually review the companies included in our peer group and may add or eliminate companies as it determines to be appropriate. The peer group selected for making fiscal 2016 compensation decisions consisted of the following 22 companies:
Additionally, the compensation committee reviewed various data from Willis Towers Watson databases to supplement data from the peer group. This data allowed the compensation committee to obtain a broader understanding of market compensation levels.
The compensation committee has retained Willis Towers Watson as its independent compensation consultant. Willis Towers Watson provides the compensation committee with advice on a broad range of executive compensation matters. The scope of their services includes, but is not limited to, the following:
2016
| Ashland Global Holdings Inc. | | | H.B. Fuller Company | | | Silgan Holdings Inc. | |
| Avient Corporation | | | Kraton Corporation | | | Stepan Company | |
| Cabot Corporation | | | Methanex Corporation | | | Tronox Limited | |
| Domtar Corporation | | | Minerals Technologies Inc. | | | Valvoline Inc. | |
| Element Solutions Inc. | | | NewMarket Corporation | | | Venator Materials PLC | |
| Graphic Packaging Holding Company | | | Olin Corporation | | | W. R. Grace & Co. | |
| Greif, Inc. | | | RPM International Inc. | | | | |
COMPENSATION DISCUSSION AND ANALYSIS
salary.
We believebest-in-class environmental, health and safety metrics, as well as individual performance, are important measures for establishing performance objectives and measuring the performance of our NEOs. We are a Responsible Care® company and our environment, health and safety policy states that protecting people and the environment is part of everything we do and every decision we make. Each employee has a responsibility to ensure that our products and operations meet applicable government and Company standards.
The 2016 annual cash incentive plan includes three key environment, health and safety metrics that we track for our Company—Recordable Injuries as defined by OSHA, Process Safety Incidents as defined by the American Chemistry Council, and Loss of Primary Containment, which is defined as any physical device used to contain a chemical or plastic resin as part of our manufacturing processes. Incentive payouts with respect to these metrics are determined based on our achievement rating for Responsible Care® performance and in accordance with the threshold, target and maximum levels set forth in the table below.
In 2016, Company financial performance metrics were based on an Adjusted EBITDA target of $343 million and threshold EBITDA of $274 million (in each case, excluding earnings from our joint ventures and Feedstocks segment of $145 million and $73 million, respectively, and including an adjustment of $30 million to reflect the impact of raw material timing).
In 2021, results of our divested synthetic rubber business were excluded after the segment results were categorized as Discontinued Operations, and results of the acquired PMMA business or Altuglas were also excluded from the Adjusted EBITDA calculation.
Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Performance Measures” of our Annual Report on Form 10-K for the year ended December 31, 2021 for more information on our approach to calculating Adjusted EBITDA and a reconciliation to the comparable GAAP measure.
Performance Goal | Weight | Threshold | Level of Target | Exceeds | ||||||||||||
1. Responsible Care® | ||||||||||||||||
Recordable Injuries* | 5 | % | 8 | 6 | 4 | |||||||||||
Loss of Primary Containment* | 5 | % | 10 | 7 | 4 | |||||||||||
Process Safety Incidents* | 5 | % | 2 | 1 | 0 | |||||||||||
Sub-total | 15 | % | ||||||||||||||
2. Financial Performance | ||||||||||||||||
2016 EBITDA Target (Per 2016 Business Plan) | 60 | % | $ | 274M | $ | 343M | $ | 403M | ||||||||
3. Individual Goals | 25 | % | ||||||||||||||
Total Opportunity at Target | 100 | % | ||||||||||||||
Maximum Opportunity | 200 | % |
In 2016, our achievement rating for Responsible Care®ACI Plan.
| Performance Goal | | | Weight of Metric in ACI Plan (%) | | | Threshold Target | | | 100% Performance Target | | | Exceeds Target | | ||||||||||||
| 1. Financial Performance | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 Adjusted EBITDA Target (Per 2021 Business Plan) | | | | | 60% | | | | | $ | 202M | | | | | $ | 238M | | | | | $ | 298M | | |
| 2. Responsible Care® | | | | | | | | | | | | | | | | | | | | | | | | | |
| Recordable Injuries* | | | | | 5% | | | | | | 7 | | | | | | 5 | | | | | | 3 | | |
| Loss of Primary Containment* | | | | | 5% | | | | | | 7 | | | | | | 5 | | | | | | 3 | | |
| Process Safety Incidents* | | | | | 5% | | | | | | 2 | | | | | | 1 | | | | | | 0 | | |
| Responsible Care® Sub-total | | | | | 15% | | | | | | | | | | | | | | | | | | | | |
| 3. Individual Goals | | | | | 25% | | | | | | | | | | | | | | | | | | | | |
| Total Opportunity at Target | | | | | 100% | | | | | | | | | | | | | | | | | | | | |
| Maximum Opportunity | | | | | 200% | | | | | | | | | | | | | | | | | | | | |
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| | | | Performance Target (100%) | | | | Actual Result | | | | Payout as % of Target | | | Payout as % of Total Target Bonus | | ||||||||||||
| Financial Performance (Adjusted EBITDA) | | | | $ | 238M | | | | | | $ | 497M | | | | | | | 200% | | | | | | 120% | | |
% of Metric Weight | Level of Performance | |||||||||||||||||||
Actual | Threshold | Target | Exceeds | |||||||||||||||||
Responsible Care® | ||||||||||||||||||||
Recordable Injuries* | 10 | % | 2 | 8 | 6 | 4 | ||||||||||||||
Loss of Primary Containment* | 10 | % | 4 | 10 | 7 | 4 | ||||||||||||||
Process Safety Incidents* | 10 | % | �� | 0 | 2 | 1 | 0 | |||||||||||||
Responsible Care Total | 30 | % | ||||||||||||||||||
Financial Performance (Adjusted EBITDA) | 82 | % | $ | 365M | $ | 274M | $ | 343M | $ | 403M |
In addition, each NEO had personal performance goals that included, depending on the individual: corporate or business EBITDA; asset, product optimization and customer profitability; organizational effectiveness; people leadership, and cost management. The results achieved against each of these goals were assessed by the compensation committee and ratings were assigned.
During 2016, the target bonus underbelow. All payout values in this plan for each NEO was based ontable are shown as a percentage of base salary ranging from 150%, in the case of Mr. Pappas, to 75%, in the case of Mr. Pugh, 70% in the case of Mr. Niziolek and 60% in the case of Messrs. Stedman and Yarkadas. The table below shows the 2016 target annual incentive award for each NEO and the actual award payable, based on our performance and the individual’s performance.
NEO | Target Percentage | Target Amount | Actual Amount | |||||||||
Christopher D. Pappas | 150 | % | $ | 1,650,000 | $ | 2,467,960 | ||||||
Martin Pugh(1) | 75 | % | $ | 454,500 | $ | 653,344 | ||||||
Barry J. Niziolek(2) | 70 | % | $ | 350,000 | $ | 273,000 | ||||||
Timothy M. Stedman(1) | 60 | % | $ | 272,700 | $ | 396,779 | ||||||
Hayati Yarkadas(1) | 60 | % | $ | 272,700 | $ | 402,574 |
* Metrics represent incident count. |
COMPENSATION DISCUSSION AND ANALYSIS
The table below shows the contribution of each performance metric under our annual cash incentive planACI Plan to the actual bonus award earned by our NEOs. All values in this table are shown as a percentage of target.
NEO | Responsible Care (15%) | EBITDA (60%) | Individual Goals (25%) | Actual Award as a % of Target | ||||||||||||
Christopher D. Pappas | 200 | % | 136 | % | 150 | % | 149.5 | % | ||||||||
Martin Pugh | 200 | % | 136 | % | 127 | % | 143.8 | % | ||||||||
Barry J. Niziolek | 200 | % | 136 | % | 128 | % | 144.0 | % | ||||||||
Timothy M. Stedman | 200 | % | 136 | % | 134 | % | 145.5 | % | ||||||||
Hayati Yarkadas | 200 | % | 136 | % | 143 | % | 147.6 | % |
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| NEO | | | EBITDA (60%) | | | Responsible Care (15%) | | | Individual Goals (25%) | | | | Actual Payout as a % of Target | | | | ||||||||||||||
| Frank A. Bozich | | | | | 200% | | | | | | 116.67% | | | | | | 130% | | | | | | | 170.0% | | | | | ||
| David Stasse | | | | | 200% | | | | | | 116.67% | | | | | | 130% | | | | | | | 170.0% | | | | | ||
| Angelo N. Chaclas | | | | | 200% | | | | | | 116.67% | | | | | | 130% | | | | | | | 170.0% | | | | | ||
| Andre Lanning | | | | | 200% | | | | | | 116.67% | | | | | | 130% | | | | | | | 170.0% | | | | | ||
| Francesca Reverberi | | | | | 200% | | | | | | 116.67% | | | | | | 110% | | | | | | | 165.0% | | | | |
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| NEO | | | Target Payout as % of Base Salary | | | Target Payout Amount | | | | Actual Payout as a % of Target | | | | Actual Payout Amount | | | | ||||||||||||||
| Frank A. Bozich | | | | | 130% | | | | | $ | 1,332,500 | | | | | | | 170% | | | | | | $ | 2,265,251 | | | | | ||
| David Stasse | | | | | 75% | | | | | $ | 390,000 | | | | | | | 170% | | | | | | $ | 663,000 | | | | | ||
| Angelo N. Chaclas | | | | | 75% | | | | | $ | 345,000 | | | | | | | 170% | | | | | | $ | 586,500 | | | | | ||
| Andre Lanning (1) | | | | | 50% | | | | | $ | 250,768 | | | | | | | 170% | | | | | | $ | 389,464 | | | | | ||
| Francesca Reverberi (1) | | | | | 50% | | | | | $ | 239,183 | | | | | | | 165% | | | | | | $ | 360,545 | | | | |
In February 2016, our Board
Our Board chose
| NEO | | | LTI Target % | | | LTI Target Amount | | ||||||
| Frank A. Bozich | | | | | 350% | | | | | $ | 3,587,500 | | |
| David Stasse | | | | | 175% | | | | | $ | 910,000 | | |
| Angelo N. Chaclas | | | | | 150% | | | | | $ | 690,000 | | |
| Andre Lanning (1) | | | | | 70% | | | | | $ | 351,075 | | |
| Francesca Reverberi (1) (2) | | | | | 90.5% | | | | | $ | 428,589 | | |
For 2017, the Board changed its long-term incentive compensation components
| | | | % of Award Eligible for Vesting | | | TSE Performance | | | Payout % | | |||||||||||||||||||||||||||||||||
| Metric | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | ||||||||||||||||||||||||
| 2021 – 2022 TSE TSR (relative to Performance Peer Group) | | | | | 15% | | | | | | 25th Percentile | | | | | | 50th Percentile | | | | | | 75th Percentile | | | | | | 50% | | | | | | 100% | | | | | | 200% | | |
| 2022 – 2023 TSE TSR (relative to Performance Peer Group) | | | | | 15% | | | | | | 25th Percentile | | | | | | 50th Percentile | | | | | | 75th Percentile | | | | | | 50% | | | | | | 100% | | | | | | 200% | | |
| 2023 – 2024 TSE TSR (relative to Performance Peer Group) | | | | | 15% | | | | | | 25th Percentile | | | | | | 50th Percentile | | | | | | 75th Percentile | | | | | | 50% | | | | | | 100% | | | | | | 200% | | |
| 2021 – 2024 TSE TSR (relative to Performance Peer Group) | | | | | 55% | | | | | | 25th Percentile | | | | | | 50th Percentile | | | | | | 75th Percentile | | | | | | 50% | | | | | | 100% | | | | | | 200% | | |
Name | Target Percentage | Target Amount | ||||||
Christopher D. Pappas | 450 | % | $ | 4,950,000 | ||||
Martin Pugh(1) | 175 | % | $ | 1,069,006 | ||||
Barry J. Niziolek | 155 | % | $ | 775,000 | ||||
Timothy M. Stedman(1) | 100 | % | $ | 458,146 | ||||
Hayati Yarkadas(1) | 100 | % | $ | 458,146 |
current NEOs, Mr. Bozich and Mr. Chaclas received shares upon vesting of these PSU awards.
plan.
Our NEOs do not participate or have account balances in any qualified ornon-qualified defined benefit pension plans sponsored by the Company, with the exception of Messrs. Pugh, Stedman,Mr. Lanning and YarkadasMs. Reverberi, who participateparticipated in our Switzerland-based defined contribution retirement plan. Additionally, under the terms of his employment agreement, Mr. Pugh receivedOur NEOs do not participate in any supplemental employee retirement plan or have such aone-time plan provided by their agreement. retirement allowance of $202,138, in connection with his retirement.
Pursuant to the terms of Mr. Pappas’s employment agreement, he is entitled to a retirement benefit payable in the form of a cash lump sum upon his retirement or other termination of employment in an amount determined in accordance with a formula contained in his employment agreement as described in more detail under “Executive Compensation—Pension and Other Postretirement Benefits—Supplemental Employee Retirement Benefit” below.
bonus paid monthly over 24 months.
We providechange-in-control severance benefits to certain executives, including our current NEOs. Thesechange-in-control severance benefits are intendeddesigned to minimize the distraction and uncertainty that could affect key management in the event we become involved in a transaction that could result in a change in control of the Company and to enable the executives to impartially evaluate such a transaction. These change-in-control benefits are structured with “double trigger” terms. Under the terms of these agreements, each NEO is entitled to a lump sum payment equal to the severance benefits set forth above (rather than payment of severance benefits in installments) if the NEO experiences a termination ofNEO’s employment is terminated other than for cause“Cause” or in the eventif the NEO resigns for good“good reason,” as defined in the agreements, within two years following achange-in-control change in control of the Company. Mr. Pappas is also entitled to aso-called 280Ggross-up with respect to certain payments that may be made to him in connection with a change in control, a benefit that was negotiated at the time Mr. Pappas was hired by us. The compensation committee does not intend to include apermit 280Ggross-up provisions in any newits executive employment agreements or amendments to existing agreements with any other executives.
amendments.
Section 162(m)
Our compensation committee believes that the tax deductibility of compensation is an important factor, but not the sole factor, in setting executive compensation policies and in rewarding superior executive performance. However, the compensation committee reserves the right to approve the payment of compensation to our executive officers that does not qualify as “performance-based” within the meaning of Section 162(m) and therefore, may not be deductible for federal income tax purposes.
In determining variable compensation program designs, our compensation committee also considers other tax and accounting implications of particular forms of compensation, such as the implications of Section 409A of the Code governing deferred compensation arrangements and favorable accounting treatment afforded certain equity based plans that are settled in shares.
COMPENSATION DISCUSSION AND ANALYSISCompany’s Chief Compliance Officer.
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Changes in Pension Value and Non- qualified Deferred Compensation Earnings ($)(6)(7) | All Other Compensation ($)(8) | Total ($) | |||||||||||||||||||||||||||
Christopher D. Pappas President and Chief Executive Officer | 2016 | $ | 1,100,000 | $ | — | $ | 2,475,010 | $ | 2,409,702 | $ | 2,467,960 | $ | 315,140 | $ | 180,961 | $ | 8,948,773 | |||||||||||||||||||
2015 | $ | 1,050,000 | $ | — | $ | 2,100,000 | $ | 2,100,000 | $ | 2,693,250 | $ | 2,048,653 | $ | 164,000 | $ | 10,155,903 | ||||||||||||||||||||
2014 | $ | 1,000,001 | $ | 500,000 | $ | — | $ | — | $ | 1,218,725 | $ | 2,865,711 | $ | 165,104 | $ | 5,749,541 | ||||||||||||||||||||
Martin Pugh(9) EVP & Chief Operating Officer | 2016 | $ | 606,000 | $ | — | $ | 534,518 | $ | 520,402 | $ | 653,344 | $ | 415,550 | $ | — | $ | 2,729,814 | |||||||||||||||||||
2015 | $ | 622,200 | $ | — | $ | 467,560 | $ | 467,560 | $ | 662,249 | $ | 184,440 | $ | — | $ | 2,404,009 | ||||||||||||||||||||
2014 | $ | 603,900 | $ | 549,000 | $ | — | $ | — | $ | 271,030 | $ | 424,591 | $ | — | $ | 1,848,521 | ||||||||||||||||||||
Barry J. Niziolek EVP & Chief Financial Officer | 2016 | $ | 259,615 | $ | — | $ | 387,524 | $ | 387,964 | $ | 273,000 | $ | — | $ | 20,135 | $ | 1,328,238 | |||||||||||||||||||
Timothy M. Stedman(9) SVP and Business President, Basic Plastics and Feedstocks | 2016 | $ | 454,500 | $ | 459,550 | $ | 229,083 | $ | 223,033 | $ | 396,779 | $ | 163,198 | $ | 138,796 | $ | 2,064,939 | |||||||||||||||||||
Hayati Yarkadas(9) SVP and Business President, Performance Materials | 2016 | $ | 454,500 | $ | 202,000 | $ | 229,083 | $ | 223,033 | $ | 402,574 | $ | 162,184 | $ | 174,301 | $ | 1,847,675 |
(1) Compensation for Mr. Lanning and Ms. Reverberi was paid or is payable in CHF. The amount of compensation earned or received during 2021 and 2020 was converted using the foreign exchange rate of US$1.0946 to CHF 1.00 and US$1.071 to CHF1.00, respectively. These rates have been determined by averaging the exchange rates in effect for each calendar year. (2) U.S. salaried employees are paid on a bi-weekly schedule. In 2020, there were 27 pay periods rather than the usual 26 pay periods. Salaries earned in 2020 for Messrs. Bozich, Stasse and Chaclas were higher than each executive’s annualized base salary due to the additional pay period. (3) The amount in this column paid to Ms. Reverberi in 2021 is related to a one-time retention award, following the divestiture of the Company’s synthetic rubber business and Ms. Reverberi’s appointment as Chief Sustainability Officer. The amounts in this column paid to Mr. Lanning are related to a sign-on bonus granted as part of his offer of employment made in 2019, and a retention award granted in 2020, which are paid in installments over multiple years. The amounts in this column for 2019 for Mr. Bozich reflect the one-time lump sum cash payment made to him in connection with his appointment as Chief Executive Officer and President, which was intended to compensate Mr. Bozich for the forfeiture of certain compensation from his previous employer. The cash bonus fully vested on the two-year anniversary of his start date with the Company. (4) The amount in this column reflects the fair value of restricted stock unit and performance unit awards granted in the periods presented, calculated in accordance with ASC 718. The assumptions used for determining fair value are described in Note 17 to our consolidated financial statements filed with our Annual Report on Form 10-K. The grant date fair value of the PSU awards granted in 2021, assuming achievement of the highest level of performance (200% of the target award) is as follows:
43 2022 Proxy Statement Executive Compensation (5) The amount in this column reflects the fair value of option awards granted in the periods presented, computed using the Black-Scholes pricing model, whose inputs and assumptions are as of the grant dates and described in Note 17 to our consolidated financial statements filed with our Annual Report on Form 10-K. (6) This amount includes each NEO’s earned annual cash incentive payout as discussed in “Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive Plan” above. (7) The amount in this column reflects the aggregate change in the actuarial present value of the applicable NEO’s accumulated benefit under our defined benefit pension plan and arrangements in respect of each year in the table. Messrs. Bozich, Stasse and Chaclas did not participate in pension and other postretirement benefit arrangements. (8) No amount is reported with respect to earnings on non-qualified deferred compensation plans because above market rates are not provided under such plans. See “—U.S. Non-Qualified Deferred Compensation Table” below for information with respect to the NEOs’ deferred compensation amounts for 2020. (9) Included in “All Other Compensation” for fiscal year 2021 were the following items:
(i) Represents Company matching and discretionary contributions to the 401(k) Plan. (ii) Represents Company matching and discretionary contributions to our non-qualified deferred compensation plan (such amounts are also included in the “U.S. Non-Qualified Deferred Compensation Table” below). (iii) These amounts represent a family allowance (for children until age 16; and for education until age 25) offered by the Swiss government. (iv) Represents the aggregate of all other compensation items paid to the NEOs for personal benefits, which individually do not exceed $10,000. For Messrs. Bozich, Stasse, and Chaclas, these amounts represent group life insurance premiums. 2022 Proxy Statement 44 Executive Compensation |
EXECUTIVE COMPENSATION
NEO | 401k Plan(i) | Non-qualified deferred comp plan(ii) | Dependent Education(iii) | Executive Education(iv) | Living Stipend(v) | Tax Gross-up(vi) | Other(vii) | Total | ||||||||||||||||||||||||
Christopher D. Pappas | $ | 21,327 | $ | 158,050 | — | — | — | — | $ | 1,584 | $ | 180,961 | ||||||||||||||||||||
Barry J. Niziolek | $ | 19,404 | — | — | — | — | — | $ | 731 | $ | 20,135 | |||||||||||||||||||||
Timothy M. Stedman | — | — | — | — | $ | 72,720 | $ | 51,036 | $ | 15,040 | $ | 138,796 | ||||||||||||||||||||
Hayati Yarkadas | — | — | $ | 93,200 | $ | 15,755 | — | $ | 58,175 | $ | 7,171 | $ | 174,301 |
Grant of Plan-Based Awards Table
| | | | | | | | | | Estimated Future Payouts Under Non-Equity Plan Awards (1) | | | Estimated Future Payouts Under Equity Plan Awards (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | All other stock awards: Number of shares of stock or units (#) (3) | | | All other option awards: Number of securities underlying options (#) (4) | | | Exercise or Base Price of Option Awards ($/sh) | | | Closing Stock Price on Grant Date ($/sh) | | | Grant Date Fair Value of Stock and Option Awards ($) | | |||||||||||||||||||||||||||||||||
| Frank A. Bozich | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Options | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 46,753 | | | | | | 61.06 | | | | — | |
| RSUs | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,626 | | | | | | — | | | | | | — | | | | 61.06 | |
| PSUs | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,751 | | | | | | 23,501 | | | | | | 47,002 | | | | | | — | | | | | | — | | | | | | — | | | | 61.06 | |
| ACI Plan | | | | | 1/1/2021 | | | | | | — | | | | | | 1,332,500 | | | | | | 2,665,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | |
| David Stasse | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Options | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,859 | | | | | | 61.06 | | | | — | |
| RSUs | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,471 | | | | | | — | | | | | | — | | | | 61.06 | |
| PSUs | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,981 | | | | | | 5,961 | | | | | | 11,922 | | | | | | 0 | | | | | | — | | | | | | — | | | | 61.06 | |
| ACI Plan | | | | | 1/1/2021 | | | | | | — | | | | | | 390,000 | | | | | | 780,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | |
| Angelo N. Chaclas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Options | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,992 | | | | | | 61.06 | | | | — | |
| RSUs | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,390 | | | | | | — | | | | | | — | | | | 61.06 | |
| PSUs | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,260 | | | | | | 4,520 | | | | | | 9,040 | | | | | | — | | | | | | — | | | | | | — | | | | 61.06 | |
| ACI Plan | | | | | 1/1/2021 | | | | | | — | | | | | | 345,000 | | | | | | 690,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | |
| Andre Lanning | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Options | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,702 | | | | | | 61.06 | | | | — | |
| RSUs | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,773 | | | | | | — | | | | | | — | | | | 61.06 | |
| PSUs | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,182 | | | | | | 2,364 | | | | | | 4,728 | | | | | | — | | | | | | — | | | | | | — | | | | 61.06 | |
| ACI Plan | | | | | 1/1/2021 | | | | | | — | | | | | | 250,768 | | | | | | 501,536 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | |
| Francesca Reverberi | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Options | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,612 | | | | | | 61.06 | | | | — | |
| RSUs | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,493 | | | | | | — | | | | | | — | | | | 61.06 | |
| ACI Plan | | | | | 2/17/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,116 | | | | | | 2,232 | | | | | | 4,464 | | | | | | — | | | | | | — | | | | | | — | | | | 61.06 | |
Estimated Future Payouts | ||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or Base Price of Option Awards ($/Sh) | Closing Stock Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | |||||||||||||||||||||||||||
Christopher D. Pappas | ||||||||||||||||||||||||||||||||||||
OIP—Options | 2/22/2016 | — | — | — | — | 243,419 | 26.97 | — | $ | 2,409,702 | ||||||||||||||||||||||||||
OIP—RSUs | 2/22/2016 | — | — | — | 91,769 | — | — | 26.97 | $ | 2,475,010 | ||||||||||||||||||||||||||
ACIP | 2/18/2016 | — | 1,650,000 | 3,300,000 | — | — | — | — | — | |||||||||||||||||||||||||||
Martin Pugh | ||||||||||||||||||||||||||||||||||||
OIP—Options | 2/22/2016 | — | — | — | — | 52,569 | 26.97 | — | $ | 520,402 | ||||||||||||||||||||||||||
OIP—RSUs | 2/22/2016 | — | — | — | 19,819 | — | — | 26.97 | $ | 534,518 | ||||||||||||||||||||||||||
ACIP | 2/18/2016 | — | 454,500 | 909,000 | — | — | — | — | — |
The maximum amount represents two times the target amount. The actual amounts earned by the NEOs with respect to 2021 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.
Estimated Future Payouts | ||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or Base Price of Option Awards ($/Sh) | Closing Stock Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | |||||||||||||||||||||||||||
Barry J. Niziolek | ||||||||||||||||||||||||||||||||||||
OIP—Options | 6/22/2016 | — | — | — | — | 27,404 | 47.45 | — | $ | 387,964 | ||||||||||||||||||||||||||
OIP—RSUs | 6/22/2016 | — | — | — | 8,167 | — | — | 47.45 | $ | 387,524 | ||||||||||||||||||||||||||
ACIP | 6/21/2016 | — | 350,000 | 700,000 | — | — | — | — | — | |||||||||||||||||||||||||||
Timothy M. Stedman | ||||||||||||||||||||||||||||||||||||
OIP—Options | 2/22/2016 | — | — | — | — | 22,530 | 26.97 | — | $ | 223,033 | ||||||||||||||||||||||||||
OIP—RSUs | 2/22/2016 | — | — | — | 8,494 | — | — | 26.97 | $ | 229,083 | ||||||||||||||||||||||||||
ACIP | 2/18/2016 | — | 272,700 | 545,400 | — | — | — | — | — | |||||||||||||||||||||||||||
Hayati Yarkadas | ||||||||||||||||||||||||||||||||||||
OIP—Options | 2/22/2016 | — | — | — | — | 22,530 | 26.97 | — | $ | 223,033 | ||||||||||||||||||||||||||
OIP—RSUs | 2/22/2016 | — | — | — | 8,494 | — | — | 26.97 | $ | 229,083 | ||||||||||||||||||||||||||
ACIP | 2/18/2016 | — | 272,700 | 545,400 | — | — | — | — | — |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table; Other Narrative Disclosure
Mr. Niziolek entered into an employment agreement with the Company on June 13, 2016 withChaclas’ agreements provide for an initial term of one year and are subject to automaticone-year extensions beginning on the expiration of the initial term. The automatic extension of the agreementterm, which may be terminated with at least 90 days’ prior written notice from Mr. Niziolekthe executive or the Company stating theirthe intent not to extend the employment term.
Messrs. Pugh, Stedman Mr. Lanning and Yarkadas have also entered intoMs .Reverberi’s employment agreements with us with employment dates commencing on March 1, 2013 in the case of Mr. Pugh, and November 1, 2015 in the case of Messrs. Stedman and Yarkadas. Mr. Pugh’s employment agreement expired on the effective date of his retirement, March 1, 2017. The employment agreements with Messrs. Stedman and Yarkadas have no fixed term but their agreements may be terminated by either party providing at least sixwith 6 months’ prioradvance written noticenotice.
Mr. Pappas istheir agreements, Messrs. Bozich, Stasse, Chaclas, Lanning and Ms. Reverberi were entitled to receive an annual base salary of $1,100,000 in 2016, $1,150,000 in 2017, and $1,200,000 in 2018 under his employment agreement. Under their agreements, Messrs. Pugh, Niziolek, Stedman and Yarkadas are entitled to receiveminimum annual base salaries in 20162021 of $1,025,000, $520,000, $460,000, CHF 600,000, $500,000, CHF 450,000458,192 and CHF 450,000, respectively. These salaries are subject to annual review by the Board (or a committee thereof) during the first 90 days of each calendar year, and the base salary in respect of such calendar year may be increased above, but not decreased below, its level for the preceding calendar year. Each NEO is also entitled to participate in our employee and fringe benefit plans as may be in effect from time to time on the same general basis as our other employees.
Under their employment agreements, including increases approved by the compensation committee, Messrs. Pappas, Pugh, Niziolek, StedmanBozich, Stasse, Chaclas and YarkadasLanning and Ms. Reverberi had target bonus opportunities under our annual cash incentive planACI Plan equal to 150%130%, 75%, 70%75%, 60%50% and 60%50%, respectively, of their base salaries. For 2016,2021, these payouts were paid above target, but belownear the plan maximum threshold under the ACI Plan, due to the Company’s significant financial performance in 2021, as well as for outstanding personal performance of 200%.those NEOs involved in the Company’s closing of the PMMA Acquisition, Aristech Acquisition, and the sale of the Company’s synthetic rubber business. See “Compensation Discussion and Analysis—2021 Compensation Elements—Structure and Performance—Annual Cash Incentive Plan” for additional details on how the cash incentive awards were determined.
Additionally,
Under his employment agreement, Mr. Stedman is required to relocate to the Zurich, Switzerland metropolitan area on the earlier of September 30, 2018, or the date his spouse relocates to this area. At the time of his relocation, Mr. Stedman will be eligible to receive relocation services. For fiscal 2016, Mr. Stedman received an aggregate of $72,720 for living expenses and $51,036 in taxgross-ups related these living expenses. Until the earlier of September 30, 2018 or the date his spouse relocates to Zurich, Mr. Stedman receives a monthly allowance of CHF 6,000(grossed-up for tax at the marginal rate) for incidental living expenses while living in Zurich. During this period Mr. Stedman is also entitled to the reimbursement of the fare for one economy class flight taken per week between Switzerland and the United Kingdom. During 2016 Mr. Stedman received $7,125 in such commuting reimbursements.
As part of his relocation to Zurich, Switzerland, the Company, under Mr. Yarkadas’ employment agreement, pays the tuition for the international school education,grossed-up for tax at the marginal rate, for period of 4 and 7 years for his oldest and youngest child, respectively. For fiscal 2016, the Company paid $89,765 in tuition for Mr. Yarkadas’ children for which Mr. Yarkadas also received $58,175 in taxgross-ups.
Each of our NEOs participated in our 2014 Omnibus Incentive Plan. For 2016,Equity Plan in 2021. Messrs. Pappas, Pugh, Niziolek, StedmanBozich, Stasse, Chaclas and YarkadasLanning and Ms. Reverberi received an annual target equity incentive award under the planEquity Plan of 450%350%, 175%, 155%150%, 100%,70% and 100%,70% respectively, of their base salaries. The value of the equity award is split among stock options (30%), RSUs (30%), and PSUs (40%).
| Performance Period | | | % of Award Eligible for Vesting | | |||
| 2021 – 2022 | | | | | 15% | | |
| 2022 – 2023 | | | | | 15% | | |
| 2023 – 2024 | | | | | 15% | | |
| 2021 – 2024 | | | | | 55% | | |
| Trinseo Percentile Ranking Relative to Peer Group | | | % of Target Shares Vested* | | |||
| Under 25th percentile | | | | | 0% | | |
| 25th percentile | | | | | 50% | | |
| 50th percentile | | | | | 100% | | |
| 75th percentile | | | | | 200% | | |
50
th and between the 50th and 75th percentilesRSUs granted under the 2014 Omnibus Incentive Plan vest in full on third anniversary of the grant date, generally subject to the employee remaining continuously employed by the Company on the vesting date. Upon a termination of employment due to the employee’s death or retirement or a termination of employment by the Company without cause in connection with a restructuring or redundancy or due to the employee’s disability prior to the vesting date, the RSUs will vest in full or in part, depending on the type of termination. In the event employment is terminated for cause, all unvested RSUs will be forfeited. Prior to November 2016, dividend and dividend equivalents did not accumulate on unvested RSUs. In November 2016, the board of directors approved an amendment to all outstanding RSUs, entitling each award holder to an amount equal to any cash dividend or repayment of equity paid by the Company upon one ordinary share for each RSU held by the award holder (“dividend equivalents”) beginning in 2017. Award holders have no right to receive the dividend equivalents unless and until the associated RSUs vest. The dividend equivalents will be payable in cash and will not accrue interest.
The table below sets forth certain information regarding outstanding and unvested equity awards held by the NEOs as of December 31, 2016.2021. The awards below represent RSUs, PSUs, and options issued under our Amended & Restated 2014 Omnibus Incentive Plan.
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#)(1) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)(3) | |||||||||||||||||||||
Christopher D. Pappas | 2/22/2016 | — | 243,419 | 26.97 | 2/22/2025 | — | — | |||||||||||||||||||||
2/22/2016 | — | — | — | — | 91,769 | $ | 5,441,902 | |||||||||||||||||||||
2/27/2015 | 90,797 | 181,594 | 18.14 | 2/27/2024 | — | — | ||||||||||||||||||||||
2/27/2015 | — | — | — | — | 115,776 | $ | 6,865,517 | |||||||||||||||||||||
Martin Pugh | 2/22/2016 | — | 52,569 | 26.97 | 2/22/2025 | — | — | |||||||||||||||||||||
2/22/2016 | — | — | — | — | 19,819 | $ | 1,175,267 | |||||||||||||||||||||
2/27/2015 | 19,314 | 38,630 | 18.14 | 2/27/2024 | — | — | ||||||||||||||||||||||
2/27/2015 | — | — | — | — | 24,626 | $ | 1,460,322 | |||||||||||||||||||||
Barry J. Niziolek | 6/22/2016 | — | 27,404 | 47.45 | 6/22/2025 | — | — | |||||||||||||||||||||
6/22/2016 | — | — | — | — | 8,167 | $ | 484,303 | |||||||||||||||||||||
Timothy M. Stedman | 2/22/2016 | — | 22,530 | 26.97 | 2/22/2025 | — | — | |||||||||||||||||||||
2/22/2016 | — | — | — | — | 8,494 | $ | 503,694 | |||||||||||||||||||||
Hayati Yarkadas | 2/22/2016 | — | 22,530 | 26.97 | 2/22/2025 | — | — | |||||||||||||||||||||
2/22/2016 | — | — | — | — | 8,494 | $ | 503,694 |
| | | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) (1) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of shares or units of stock that have not vested (#) (2) | | | Market value of shares or units of stock that have not vested ($) (3) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have Not Vested (#) (4) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($) (3) | | |||||||||||||||||||||||||||
| Frank A. Bozich | | | | | 2/17/2021 | | | | | | — | | | | | | 46,753 | | | | | | 61.06 | | | | | | 2/17/2030 | | | | | | 17,626 | | | | | | 924,660 | | | | | | 23,501 | | | | | | 1,232,862 | | |
| | | 2/25/2020 | | | | | | 41,914 | | | | | | 83,829 | | | | | | 24.30 | | | | | | 2/25/2029 | | | | | | 33,951 | | | | | | 1,781,069 | | | | | | 45,267 | | | | | | 2,374,707 | | | |||
| | | 3/4/2019 | | | | | | 35,626 | | | | | | 17,814 | | | | | | 50.95 | | | | | | 3/4/2028 | | | | | | 35,819 | | | | | | 1,879,065 | | | | | | 41,217 | | | | | | 2,162,244 | | | |||
| David Stasse | | | | | 2/17/2021 | | | | | | — | | | | | | 11,859 | | | | | | 61.06 | ��� | | | | | 2/17/2030 | | | | | | 4,471 | | | | | | 234,549 | | | | | | 5,961 | | | | | | 312,714 | | |
| | | 2/25/2020 | | | | | | — | | | | | | 22,863 | | | | | | 24.30 | | | | | | 2/25/2029 | | | | | | 9,259 | | | | | | 485,727 | | | | | | 12,346 | | | | | | 647,671 | | | |||
| | | 2/26/2019 | | | | | | 1,923 | | | | | | 1,924 | | | | | | 51.02 | | | | | | 2/26/2028 | | | | | | 4,066 | | | | | | 213,302 | | | | | | — | | | | | | — | | | |||
| | | 2/22/2018 | | | | | | 3,847 | | | | | | — | | | | | | 81.20 | | | | | | 2/22/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 2/16/2017 | | | | | | 2,530 | | | | | | — | | | | | | 71.45 | | | | | | 2/16/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Angelo N. Chaclas | | | | | 2/17/2021 | | | | | | — | | | | | | 8,992 | | | | | | 61.06 | | | | | | 2/17/2030 | | | | | | 3,390 | | | | | | 177,839 | | | | | | 4,520 | | | | | | 237,119 | | |
| | | 2/25/2020 | | | | | | 10,173 | | | | | | 20,348 | | | | | | 24.30 | | | | | | 2/25/2029 | | | | | | 8,241 | | | | | | 432,323 | | | | | | 10,988 | | | | | | 576,430 | | | |||
| | | 3/4/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,240 | | | | | | 274,890 | | | |||
| | | 2/26/2019 | | | | | | 8,664 | | | | | | 4,332 | | | | | | 51.02 | | | | | | 2/26/2028 | | | | | | 3,925 | | | | | | 205,906 | | | | | | — | | | | | | — | | | |||
| | | 2/22/2018 | | | | | | 8,182 | | | | | | — | | | | | | 81.20 | | | | | | 2/22/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 2/16/2017 | | | | | | 8,253 | | | | | | — | | | | | | 71.45 | | | | | | 2/16/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Andre Lanning | | | | | 2/17/2021 | | | | | | — | | | | | | 4,702 | | | | | | 61.06 | | | | | | 2/17/2030 | | | | | | 1,773 | | | | | | 93,012 | | | | | | 2,364 | | | | | | 124,015 | | |
| | | 2/25/2020 | | | | | | 2,014 | | | | | | 4,028 | | | | | | 24.30 | | | | | | 2/25/2029 | | | | | | 3,807 | | | | | | 199,715 | | | | | | — | | | | | | — | | | |||
| Francesca Reverberi | | | | | 2/17/2021 | | | | | | — | | | | | | 6,612 | | | | | | 61.06 | | | | | | 2/17/2030 | | | | | | 2,493 | | | | | | 130,783 | | | | | | 2,232 | | | | | | 117,091 | | |
| | | 2/25/2020 | | | | | | 2,669 | | | | | | 5,338 | | | | | | 24.30 | | | | | | 2/25/2029 | | | | | | 5,044 | | | | | | 264,608 | | | | | | — | | | | | | — | | | |||
| | | 2/26/2019 | | | | | | 1,709 | | | | | | 855 | | | | | | 51.02 | | | | | | 2/26/2028 | | | | | | 1,807 | | | | | | 94,795 | | | | | | — | | | | | | — | | | |||
| | | 2/22/2018 | | | | | | 1,845 | | | | | | — | | | | | | 81.20 | | | | | | 2/22/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 2/16/2017 | | | | | | 1,668 | | | | | | — | | | | | | 71.45 | | | | | | 2/16/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 2/22/2016 | | | | | | 1,173 | | | | | | — | | | | | | 26.97 | | | | | | 2/22/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
During 2016, no options were exercised by our NEOs and no awards held by our NEOs in shares of our Company’s publicly traded equity vested.
Share Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | ||||||
Christopher D. Pappas | 53,254 | $ | 12,089,962 | |||||
Martin Pugh | 12,392 | $ | 2,973,690 |
2021.
| | | | Option Awards | | | Share Awards | | ||||||||||||||||||
| Name | | | Number of Options Exercised (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||||||||
| Frank A. Bozich | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| David Stasse | | | | | 16,546 | | | | | | 620,303 | | | | | | 5,136 | | | | | | 286,323 | | |
| Angelo N. Chaclas | | | | | 15,884 | | | | | | 677,203 | | | | | | 2,250 | | | | | | 145,350 | | |
| Andre Lanning | | | | | — | | | | | | — | �� | | | | | — | | | | | | — | | |
| Francesca Reverberi | | | | | — | | | | | | — | | | | | | 1,184 | | | | | | 76,486 | | |
U.S.Non-Qualified Deferred Compensation Table
Name | Executive Contributions in 2016 ($)(1) | Company Contributions in 2016 ($)(2) | Aggregate Earnings in 2016 ($)(3) | Aggregate Withdrawals/ Distributions in 2016 ($) | Aggregate Balance as of December 31, 2016 ($)(4) | |||||||||||||||
Christopher D. Pappas | $ | 88,000 | $ | 158,050 | $ | 144,257 | $ | — | $ | 1,763,230 |
(1) Represents the amount contributed (2) Includes matching and discretionary amounts that were contributed by the Company under the non-qualified savings and deferred compensation plan. These amounts are also included in the Summary Compensation Table in the “All Other Compensation” column. (3) Represents earnings on account balances under the Company’s non-qualified savings and deferred compensation plan. Amounts are not reported as compensation in the Summary Compensation Table. (4) Includes amounts that were reported as compensation in the Summary Compensation Table in 2021 and prior years to the extent such amounts were contributed by the executive and the Company, but not to the extent that such amounts represent earnings. 49 2022 Proxy Statement Executive Compensation |
Pension and Other Postretirement Benefits
Name | Employee saving contributions in % of pensionable salary | Employer saving contributions in % of pensionable salary | ||||||
Martin Pugh | 10.00 | % | 10.00 | % | ||||
Timothy M. Stedman | 8.00 | % | 8.00 | % | ||||
Hayati Yarkadas | 8.00 | % | 8.00 | % |
| Name | | | Employee saving contributions in % of pensionable salary | | | Employer saving contributions in % of pensionable salary | | ||||||
| Andre Lanning | | | | | 10.00% | | | | | | 10.00% | | |
| Francesca Reverberi | | | | | 8.00% | | | | | | 12.00% | | |
In 2010, we entered into an employment contract with Mr. Pappas which included a provision for
EXECUTIVE COMPENSATION
a lump sum within 30 days after his termination of employment. The amount payable to Mr. Pappas with respect to his supplemental employee retirement benefits is determined based on his years of Service Credit and his average base salary and target bonus for the three full calendar years prior to his termination. The accrued benefits are equal to the Basic Percentage times the average of his base salary plus target bonus for the three full calendar years prior to his termination (the “Final Average Pay”) plus the Supplemental Percentage times the Final Average Pay reduced by the36-month rolling average Social Security Taxable Wage Base as of the date of termination. The Basic Percentage and Supplemental Percentage are determined based on Mr. Pappas’ years of Service Credit, which are 425% and 120%, respectively.
The following table shows the actuarial present value of accumulated pension and other post-retirement benefits as of December 31, 2016:
Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During 2016 ($) | ||||||||||
Christopher D. Pappas | Supplemental Employee Retirement Plan | 30.0 | $ | 13,784,371 | $ | — | ||||||||
Martin Pugh | Switzerland Retirement Plan | 10.5 | $ | 2,155,364 | $ | — | ||||||||
Barry J. Niziolek | N/A | — | $ | — | $ | — | ||||||||
Timothy M. Stedman | Switzerland Retirement Plan | 1.5 | $ | 163,198 | $ | — | ||||||||
Hayati Yarkadas | Switzerland Retirement Plan | 1.5 | $ | 162,184 | $ | — |
(1) Mr. Lanning and Ms. Reverberi’s accumulated benefit is calculated in CHF and was converted using the foreign exchange rate of US$1.0946 to CHF1.00. This rate was determined by averaging the monthly exchange rates in effect during 2021. (2) The inputs and assumptions used to determine the present value of accumulated benefits, if any, are provided in the table below. These assumptions are consistent with the assumptions set forth in Note 17 to the 2021 consolidated financial statements filed with our Annual Report on Form 10-K.
|
Discount rate | Salary increase* | |||||||
Supplemental Employee Retirement Plan | 1.37 | % | * | |||||
Switzerland Retirement Plan | 0.67 | % | 2.00 | % |
Payments upon Termination or Change in Control
Under Mr. Pappas’ agreement, in the event of his voluntary termination of employment without “good reason,” he shall provide the Company with one year’s written notice. In the event his termination date is less than one year following his written notice of termination, Mr. Pappas would not receive the pro rata target bonus for the calendar year of termination.
terminate, or enrolls in coverage through Medicare, a spousal plan, or an insurance exchange other than COBRA, the Company will pay Mr. Bozich the amount equivalent to the Company’s share of COBRA premiums for 24 months as if Mr. Bozich had enrolled in COBRA.
EXECUTIVE COMPENSATION
(ii) 18 months of health benefits continuation, provided, however, that if he obtains other employment that offers group health benefits, such continued insurance coverage will terminate.
To the extent that any executive experiences a termination of employment by us without “cause” or by the executive for “good reason” within two years following a “change in control” (as(as defined in the agreements), the cash severance benefits described above will be (or would have been) paid to such executive in a cash lump sum as opposed to in installments. In addition, in the case of Mr. Pappas, to the extent that the severance payments
For Mr. Niziolek,Chaclas, to the extent that any payments that are considered to be contingent on a change in control would be subject to Sections 280G and 4999 of the Code, such payments will be limitedreduced if the net benefit to himthem on anafter-tax basis would be greater than receiving the full value of all payments and paying the excise tax. The amounts in the table assume that the full amounts were paid to the executives, without any limitation.
Mr. Pugh retired effective March 1, 2017. His agreement contained virtually identical terms to those of Messrs. Stedman and Yarkadas, with respect to his termination for cause or with good reason, as well as in the event of a change in control. Under the first amendment to his employment agreement, Mr. Pugh was eligible to receive a retirement allowance of $202,138 which was paid in March 2017.
EXECUTIVE COMPENSATION
Name
| Termination Trigger
| Cash
| Health and
| Value of
| Value of
| 280G
| ||||||||||||||||
Christopher D. Pappas |
Termination for Cause |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
| ||||||
Termination Without Cause |
$ |
5,500,000 |
|
$ |
30,050 |
|
$ |
21,051,378 |
|
$ |
— |
|
$ |
— |
| |||||||
Death |
$ |
— |
|
$ |
— |
|
$ |
27,651,564 |
|
$ |
500,000 |
|
$ |
— |
| |||||||
Disability |
$ |
— |
|
$ |
30,050 |
|
$ |
27,651,564 |
|
$ |
250,000 |
|
$ |
— |
| |||||||
Change in Control |
$ |
5,500,000 |
|
$ |
30,050 |
|
$ |
27,651,564 |
|
$ |
— |
|
$ |
4,039,324 |
(6) | |||||||
Martin Pugh |
Termination for Cause |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
| ||||||
Termination Without Cause |
$ |
1,590,750 |
|
$ |
— |
|
$ |
4,508,448 |
|
$ |
— |
|
$ |
— |
| |||||||
Death |
$ |
— |
|
$ |
— |
|
$ |
5,925,155 |
|
$ |
— |
|
$ |
— |
| |||||||
Disability |
$ |
— |
|
$ |
— |
|
$ |
5,925,155 |
|
$ |
— |
|
$ |
— |
| |||||||
Change in Control |
$ |
1,590,750 |
|
$ |
— |
|
$ |
5,925,155 |
|
$ |
— |
|
$ |
— |
| |||||||
Barry J. Niziolek |
Termination for Cause |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
| ||||||
Termination Without Cause |
$ |
1,275,000 |
|
$ |
— |
|
$ |
405,455 |
|
$ |
— |
|
$ |
— |
| |||||||
Death |
$ |
— |
|
$ |
— |
|
$ |
809,041 |
|
$ |
500,000 |
|
$ |
— |
| |||||||
Disability |
$ |
— |
|
$ |
— |
|
$ |
809,041 |
|
$ |
250,000 |
|
$ |
— |
| |||||||
Change in Control |
$ |
1,275,000 |
|
$ |
— |
|
$ |
809,041 |
|
$ |
— |
|
$ |
— |
| |||||||
Timothy M. Stedman |
Termination for Cause |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
| ||||||
Termination Without Cause |
$ |
1,090,800 |
|
$ |
— |
|
$ |
868,310 |
|
$ |
— |
|
$ |
— |
| |||||||
Death |
$ |
— |
|
$ |
— |
|
$ |
1,232,089 |
|
$ |
— |
|
$ |
— |
| |||||||
Disability |
$ |
— |
|
$ |
— |
|
$ |
1,232,089 |
|
$ |
— |
|
$ |
— |
| |||||||
Change in Control |
$ |
1,090,800 |
|
$ |
— |
|
$ |
1,232,089 |
|
$ |
— |
|
$ |
— |
| |||||||
Hayati Yarkadas |
Termination for Cause |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
| ||||||
Termination Without Cause |
$ |
1,090,800 |
|
$ |
— |
|
$ |
868,310 |
|
$ |
— |
|
$ |
— |
| |||||||
Death |
$ |
— |
|
$ |
— |
|
$ |
1,232,089 |
|
$ |
— |
|
$ |
— |
| |||||||
Disability |
$ |
— |
|
$ |
— |
|
$ |
1,232,089 |
|
$ |
— |
|
$ |
— |
| |||||||
Change in Control |
$ |
1,090,800 |
|
$ |
— |
|
$ |
1,232,089 |
|
$ |
— |
|
$ |
— |
|
| Name | | | Termination Trigger | | | Cash Separation Payment ($) (1) | | | Health and Welfare Benefits ($) (2) | | | Value of Previously Unvested Equity Awards ($) (3) | | | Value of Insurance Benefit ($) (4) | | | 2021 Target Cash Compensation ($) (5) | | | Cash Separation Payment Multiple | | ||||||||||||||||||
| Frank A. Bozich | | | Termination for Cause | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Termination Without Cause | | | | | 4,715,000 | | | | | | 20,959 | | | | | | 5,660,009 | | | | | | — | | | | | $ | 2,357,500 | | | | | | 2 | | | |||
| Death | | | | | — | | | | | | — | | | | | | 11,179,291 | | | | | | 500,000 | | | | | | — | | | | | | — | | | |||
| Disability | | | | | — | | | | | | 20,959 | | | | | | 11,179,291 | | | | | | 250,000 | | | | | | — | | | | | | — | | | |||
| Change in Control | | | | | 4,715,000 | | | | | | 20,959 | | | | | | 13,160,137 | | | | | | — | | | | | | 2,357,500 | | | | | | 2 | | | |||
| David Stasse | | | Termination for Cause | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Termination Without Cause | | | | $ | 1,365,000 | | | | | | 21,190 | | | | | | 1,233,488 | | | | | | — | | | | | | 910,000 | | | | | | 1.5 | | | |||
| Death | | | | | — | | | | | | — | | | | | | 2,109,012 | | | | | | 500,000 | | | | | | — | | | | | | — | | | |||
| Disability | | | | | — | | | | | | 21,190 | | | | | | 2,109,012 | | | | | | 250,000 | | | | | | — | | | | | | — | | | |||
| Change in Control | | | | | 1,365,000 | | | | | | 21,190 | | | | | | 2,597,250 | | | | | | — | | | | | | 910,000 | | | | | | 1.5 | | | |||
| Angelo N. Chaclas | | | Termination for Cause | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Termination Without Cause | | | | | 1,207,500 | | | | | | 13,327 | | | | | | 1,109,072 | | | | | | — | | | | | | 805,000 | | | | | | 1.5 | | | |||
| Death | | | | | — | | | | | | — | | | | | | 2,131,422 | | | | | | 500,000 | | | | | | — | | | | | | — | | | |||
| Disability | | | | | — | | | | | | 13,327 | | | | | | 2,131,422 | | | | | | 250,000 | | | | | | — | | | | | | — | | | |||
| Change in Control | | | | | 1,207,500 | | | | | | 13,327 | | | | | | 2,552,180 | | | | | | — | | | | | | 805,000 | | | | | | 1.5 | | | |||
| Andre Lanning | | | Termination for Cause | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Termination Without Cause | | | | | 1,128,457 | | | | | | — | | | | | | 265,644 | | | | | | — | | | | | | 752,305 | | | | | | 1.5 | | | |||
| Death | | | | | — | | | | | | — | | | | | | 448,471 | | | | | | — | | | | | | — | | | | | | — | | | |||
| Disability | | | | | — | | | | | | — | | | | | | 448,471 | | | | | | — | | | | | | — | | | | | | — | | | |||
| Change in Control | | | | | 1,128,457 | | | | | | — | | | | | | 538,857 | | | | | | — | | | | | | 752,305 | | | | | | 1.5 | | | |||
| Francesca Reverberi | | | Termination for Cause | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Termination Without Cause | | | | | 1,076,322 | | | | | | — | | | | | | 450,603 | | | | | | — | | | | | | 717,548 | | | | | | 1.5 | | | |||
| Death | | | | | — | | | | | | — | | | | | | 690,704 | | | | | | — | | | | | | — | | | | | | — | | | |||
| Disability | | | | | — | | | | | | — | | | | | | 690,704 | | | | | | — | | | | | | — | | | | | | — | | | |||
| Change in Control | | | | | 1,076,322 | | | | | | — | | | | | | 776,043 | | | | | | — | | | | | | 717,548 | | | | | | 1.5 | | |
CEO Pay Ratio Due to the changes the Company’s employee population stemming from the acquisition of PMMA business from Arkema S.A. and Aristech, Inc., as well as the divestiture of our synthetic rubber business, the Company updated its median employee for its 2021 CEO pay ratio calculation, and calculated the total annual compensation for this employee using the same methodology as used for our named executive officers. The Company determined that as of December 31, 2021, the total number of employees was 3,341. When identifying the median employee in 2021, the Company chose target total cash compensation as the consistently applied compensation measure. To make this calculation, the Company annualized pay for those employees who commenced work during 2021, through recruitment and acquisition, and any employee who was on unpaid leave for a portion of 2021. The Company used a statistically valid sampling methodology to identify a population of employees whose target total cash compensation was within a 2% range of the median. From this sample, the Company identified the median employee. Total compensation for 2021 for our CEO was $7,001,892, and the median employee’s total compensation was $75,385. Therefore, as further described in the table below, the Company’s 2021 ratio of CEO pay to median worker pay is 93:1.
SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, and to use reasonable estimates and assumptions that reflect their compensation practices. As such, pay ratios reported by other companies may not be comparable to the Company’s pay ratio reported above. 53 2022 Proxy Statement |
DIRECTOR COMPENSATION
| | | | Fees Earned or Paid in Cash ($) (1) | | | Stock Awards ($) (2) (3) | | | All Other Compensation ($) (4) | | | Total ($) | | ||||||||||||
| Joseph Alvarado | | | | $ | 90,625 | | | | | $ | 130,000 | | | | | | | | | | | $ | 220,625 | | |
| Victoria Brifo | | | | $ | 45,000 | | | | | $ | 130,000 | | | | | | | | | | | $ | 175,000 | | |
| Jeffrey J. Cote | | | | $ | 90,000 | | | | | $ | 130,000 | | | | | | | | | | | $ | 220,000 | | |
| Pierre-Marie De Leener | | | | $ | 90,000 | | | | | $ | 130,000 | | | | | | | | | | | $ | 220,000 | | |
| Jeanmarie Desmond | | | | $ | 90,000 | | | | | $ | 130,000 | | | | | | | | | | | $ | 220,000 | | |
| Matthew Farrell | | | | $ | 90,000 | | | | | $ | 130,000 | | | | | | | | | | | $ | 220,000 | | |
| K’Lynne Johnson | | | | $ | 213,029 | | | | | $ | 130,000 | | | | | | | | | | | $ | 343,029 | | |
| Sandra Beach Lin | | | | $ | 90,000 | | | | | $ | 130,000 | | | | | | | | | | | $ | 220,000 | | |
| Philip R. Martens | | | | $ | 100,000 | | | | | $ | 130,000 | | | | | | | | | | | $ | 230,000 | | |
| Donald T. Misheff | | | | $ | 90,000 | | | | | $ | 130,000 | | | | | | | | | | | $ | 220,000 | | |
| Henri Steinmetz | | | | $ | 90,000 | | | | | $ | 130,000 | | | | | $ | 11,475 | | | | | $ | 231,475 | | |
| Mark Tomkins | | | | $ | 115,000 | | | | | $ | 130,000 | | | | | | | | | | | $ | 245,000 | | |
| | | | 2021 | | | 2020 | �� | ||||||
| Audit fees (1) | | | | $ | 8,145,000 | | | | | $ | 5,289,000 | | |
| Audit-related fees (2) | | | | $ | 913,000 | | | | | $ | 4,990,000 | | |
| Tax fees (3) | | | | $ | 48,000 | | | | | $ | 203,000 | | |
| All other fees (4) | | | | $ | 5,000 | | | | | $ | 5,000 | | |
| Total fees | | | | $ | 9,111,000 | | | | | $ | 10,487,000 | | |
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPOINTMENT OF PWC AS ITS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND ON A BINDING BASIS, THE AUTHORIZATION OF THE BOARD’S AUDIT COMMITTEE TO FIX THE AUDITORS’ REMUNERATION. | | |
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE BOARD AUTHORITY TO ISSUE SHARES. | | |
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE BOARD AUTHORITY TO OPT OUT OF PREEMPTION RIGHTS. | | |
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENTS TO THE CONSTITUTION. | | |
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PRICE RANGE FOR ISSUING TREASURY SHARES. | | |
| | | ||||||
| Options Outstanding | | | | | 1,406,650 | | |
| Weighted Average Exercise Price of Outstanding Options | | | | | 51.20 | | |
| Weighted Average Remaining Term of Options Outstanding (years) | | | | | 5.75 | | |
| Full-Value Awards Outstanding/Unvested (1) | | | | | 770,449 | | |
| Shares Available for Future Issuance | | | | | 1,517,782 | | |
| Name and Position | | | Number of Shares (1) | | |||
| Frank Bozich, President and Chief Executive Officer | | | | | 523,693 | | |
| David Stasse, Executive Vice President and Chief Financial Officer | | | | | 167,405 | | |
| Angelo N. Chaclas, Senior Vice President, CLO, CCO and Corporate Secretary | | | | | 201,100 | | |
| Andre Lanning, Senior Vice President and Chief Commercial Officer | | | | | 36,460 | | |
| Francesca Reverberi, Senior Vice President and Chief Sustainability Officer | | | | | 60,978 | | |
| All current executive officers (as a group) | | | | | 1,229,285 | | |
| All current non-executive directors (as a group) | | | | | 142,102 | | |
| All employees and officers who are not executive officers (as a group) | | | | | 1,198,382 | | |
Fees Earned
| Stock Awards
| Total ($)
| ||||||||||
Brian W. Chu |
$ |
7,500 |
|
$ |
— |
|
$ |
7,500 |
| |||
Jeffrey J. Cote |
$ |
115,000 |
|
$ |
90,000 |
|
$ |
205,000 |
| |||
Pierre-Marie De Leener |
$ |
90,000 |
|
$ |
90,000 |
|
$ |
180,000 |
| |||
Felix S. Hauser |
$ |
47,069 |
|
$ |
90,000 |
|
$ |
137,069 |
| |||
Philip R. Martens |
$ |
30,000 |
|
$ |
90,000 |
|
$ |
120,000 |
| |||
Donald T. Misheff |
$ |
90,000 |
|
$ |
90,000 |
|
$ |
180,000 |
| |||
Michel G. Plantevin |
$ |
90,000 |
|
$ |
90,000 |
|
$ |
180,000 |
| |||
Ruth Springham |
$ |
30,000 |
|
$ |
— |
|
$ |
30,000 |
| |||
Stephen F. Thomas |
$ |
90,000 |
|
$ |
90,000 |
|
$ |
180,000 |
| |||
Aurélien Vasseur |
$ |
60,000 |
|
$ |
— |
|
$ |
60,000 |
| |||
Stephen M. Zide |
$ |
105,000 |
|
$ |
90,000 |
|
$ |
195,000 |
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S OMNIBUS INCENTIVE PLAN. | | |
67 2022 Proxy Statement |
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Shareholder Proposals and& Director Nominations
annual reports and proxy statements to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. Each shareholder continues to receive a separate proxy card. This procedure is referred to as householding. While the Company does not household in mailings to its shareholders of record, a number of brokerage firms with account holders who are Company shareholders have instituted householding. In these cases, a single proxy statement and annual report will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once a shareholder has received notice from his or her broker that the broker will be householding communications to the shareholder’s address, householding will continue until the shareholder is notified otherwise or until the shareholder revokes his or her consent. If at any time a shareholder no longer wishes to participate in householding and would prefer to receive a separate proxy statement and annual report, he or she should notify his or her broker. Any shareholder can receive a copy of the Company’s proxy statement and annual report by contacting the Company at its registered office at Riverside One, Sir John Rogerson’s Quay, Dublin 2, Dublin, Ireland, D02 X576, Attention: Secretary or by accessing it on the Company’s website at www.trinseo.com.
Certain
| “Act” | | | means the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force. | |
| “Acts” | | | means the Act and all statutory instruments which are to be read as one with, or construed or read together as one with the Act. | |
| “Address” | | | includes, without limitation, any number or address used for the purposes of communication by way of electronic mail or other electronic communication. | |
| “Articles” or “Articles of Association” | | | means these articles of association of the Company, as amended from time to time by Special Resolution. | |
| “Assistant Secretary” | | | means any person appointed by the Secretary from time to time to assist the Secretary. | |
| “Auditors” | | | means the statutory auditors for the time being of the Company. | |
| “Board” | | | means the board of directors for the time being of the Company. | |
| “clear days” | | | means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. | |
| “Company” | | | means the above-named company. | |
| “Court” | | | means the Irish High Court. | |
| “Cross Border Merger” | | | means a merger of a national limited liability company with a limited liability company from another EU Member State, as provided in Title II of Directive (EU) 2017/1132 and as implemented in the relevant EU Member States; | |
| “Directors” | | | means the directors for the time being of the Company. | |
| “dividend” | | | includes interim dividends and bonus dividends. | |
| “electronic communication” | | | shall have the meaning given to those words in the Electronic Commerce Act 2000. | |
| “electronic signature” | | | shall have the meaning given to those words in the Electronic Commerce Act 2000. | |
| “Exchange” | | | means any securities exchange or other system on which the Shares of the Company may be listed or otherwise authorised for trading from time to time. | |
| “Exchange Act” | | | means the Securities Exchange Act of 1934 of the United States of America. | |
| “Member” | | | means a person who has agreed to become a Member of the Company and whose name is entered in the Register of Members as a registered holder of Shares. | |
| “Memorandum” | | | means the memorandum of association of the Company as amended from time to time by Special Resolution. | |
| “Merger” | | | means the proposed Cross-Border Merger (being a merger by acquisition under Irish law) of Trinseo S.A. into the Company, by which the all the assets and liabilities held by Trinseo S.A at the Merger Effective Time shall transfer by universal succession of title to the Company and Trinseo S.A. will cease to exist as at the Merger Effective Time; | |
| “Merger Effective Time” | | | means the effective time of the Merger; | |
| “month” | | | means a calendar month. | |
| “Ordinary Resolution” | | | means an ordinary resolution of the Company’s Members within the meaning of Section 191 of the Act. | |
| “Original Adoption Date” | | | means 13 July 2021. | |
| “paid-up” | | | means paid-up as to the nominal value and any premium payable in respect of the issue of any Shares and includes credited as paid-up. | |
| “Redeemable Shares” | | | means redeemable shares in accordance with Section 64 of the Act. | |
| “Register of Members” or “Register” | | | means the register of Members of the Company maintained by or on behalf of the Company, in accordance with the Acts and includes (except where otherwise stated) any duplicate Register of Members. | |
| “registered office” | | | means the registered office for the time being of the Company. | |
| “Seal” | | | means the common seal of the Company or (where relevant) the official securities seal kept by the Company pursuant to the Act. | |
| “Secretary” | | | means the person appointed by the Board to perform any or all of the duties of secretary of the Company and includes an Assistant Secretary and any person appointed by the Board to perform the duties of secretary of the Company. | |
| “Share” and “Shares” | | | means a share or shares in the capital of the Company. | |
| “Special Resolution” | | | means a special resolution of the Company’s Members within the meaning of Section 191 of the Act. | |
partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date
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0000346557_1 R1.0.1.17
Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual General Meeting:The Notice &and Proxy Statement and Annual Report is/are available atwww.proxyvote.com.
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TRINSEO S.A.
Extraordinary www.proxyvote.com.D80061-P70204TRINSEO PLCAnnual General Meeting of Shareholders
November 28, 2017 5:20 p.m. CEST
This June 14, 2022 12:00 P.M., I.S.T.This proxy is solicited by the Board of Directors
TheDirectorsThe shareholder(s) hereby appoint(s) Christopher D. Pappas,Frank Bozich, David Stasse and Angelo N. Chaclas, and Suzanne Kersten, or anyeach of them, as proxies, each with the power to appoint his or hertheir substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary sharesOrdinary Shares of TRINSEO S.A.PLC that the shareholder(s) is/are entitled to vote at the ExtraordinaryAnnual General Meeting of Shareholders to be held at 5:20 p.m. CEST,12:00 P.M., I.S.T. on November 28, 2017, at 4 rue du Fort Niedergrünewald, BP 512/Quartier Européen Nord, L-2015 Luxembourg, Grand Duchy of Luxembourg,June 14, 2022, and any adjournment or postponement thereof.
Thisthereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
ContinuedDirectors' recommendations.Continued and to be signed on reverse side
0000346557_2 R1.0.1.17