Voting Item
|
| |
Votes Required to
Approve Proposal (if quorum is present) |
| |
Abstentions and
Broker Non-Votes |
|
1. Election of Directors | | |
Majority of Votes Cast. Votes cast “for” must exceed the votes cast “against”
|
| |
Not counted as votes cast and therefore have no effect
|
|
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
|
|
|
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 | | | | |
|
✓
|
| | | | | | | | | | | | | | | |
|
✓
|
| | | |
|
✓
|
| |
|
|
| |
|
| |
|
|
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE ELECTION OF EACH OF THE NOMINEES AS DIRECTOR. |
| |
|
|
| |
K’lynne Johnson
Age: 53
Director Since: March 2017
Committee Membership:
•
Compensation and Talent Development
•
Nominating & Corporate Governance
|
|
|
|
| |
Joseph Alvarado
Age: 69
Director Since: March 2017
Committee Membership:
•
Compensation and Talent Development (Chair)
•
Nominating & Corporate Governance
|
|
|
|
| |
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
|
|
|
|
| |
Jeffrey J. Cote
Age: 55
Director Since: May 2014
Committee Membership:
•
Audit
•
Environmental, Health, Safety, Sustainability & Public Policy
|
|
|
|
| |
Pierre-Marie De Leener
Age: 64
Director Since: May 2014
Committee Membership:
•
Compensation and Talent Development
•
Environmental, Health, Safety, Sustainability & Public Policy
|
|
|
|
| |
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
|
|
|
|
| |
Sandra Beach Lin
Age: 64
Director Since: November 2019
Committee Membership:
•
Nominating & Corporate Governance
•
Environmental, Health, Safety, Sustainability & Public Policy (Chair)
|
|
|
|
| |
Philip R. Martens
Age: 62
Director Since: September 2016
Committee Membership:
•
Compensation and Talent Development
•
Nominating & Corporate Governance (Chair)
|
|
|
|
| |
Donald T. Misheff
Age: 65
Director Since: February 2015
Committee Membership:
•
Audit
•
Nominating & Corporate Governance
|
|
|
|
| |
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 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 information security risk oversight
|
|
|
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
|
|
|
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
|
|
|
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
|
| | | |
| Donald T. Misheff § | | |
✓
|
| | | | |
✓
|
| | | |
| Henri Steinmetz | | |
✓
|
| | | | | | | |
✓
|
|
| Mark Tomkins § | | |
Chair
|
| | | | |
✓
|
| | | |
|
|
| |
|
| |
|
|
|
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 | | |
|
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 | | |
| |
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 | |
| 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 Chief Commercial Officer | |
| Francesca Reverberi | | | Senior Vice President and Chief Sustainability Officer | |
|
|
| |
|
|
|
Clawback and Recoupment Policies
|
| |
We have the right to claw back incentive-based compensation to the extent it was awarded on the achievement of financial results 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. The Board can recoup this compensation by requiring the reimbursement of compensation previously paid, cancelling outstanding vested or unvested equity awards, or taking any other action permitted by law.
Our equity award agreements also provide for the reimbursement of all or part of any annual incentive compensation if there is a breach by the executive of his or her award agreement or any non-competition, non-solicitation, confidentiality or similar covenant or agreement with us or an overpayment of incentive compensation due to inaccurate financial data.
|
|
|
Share Ownership Guidelines
|
| |
The compensation committee has adopted share ownership guidelines equal to (i) six times base salary for the CEO, and (ii) two times base salary for our other NEOs. The guideline must be achieved by 5 years from the date of hire for newly hired executives. All executives to whom the share ownership guidelines apply were in compliance at year-end 2021.
Until the ownership requirement is met, the executive must retain as a holding requirement: (i) 50% of the shares issued after vesting and settlement of restricted stock units (“RSUs”) (net of all applicable taxes), (ii) 50% of the shares issued following the exercise of a stock option (after satisfaction of the option exercise price and net of applicable taxes), and (iii) 50% of the shares issued after vesting and settlement of performance stock units (“PSUs”) (net of all applicable taxes).
|
|
|
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 of at-risk compensation to our executive officers. We believe this is essential to creating a culture of pay-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 does not permit 280G gross-up provisions in the Company’s executive employment agreements and amendments. | |
|
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. | |
| 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. | | | | |
|
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% | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |||||||||||
| | | |
Performance
Target (100%) |
| | |
Actual
Result |
| | |
Payout as % of
Target |
| |
Payout as % of
Total Target Bonus |
| ||||||||||||
| Financial Performance (Adjusted EBITDA) | | | | $ | 238M | | | | | | $ | 497M | | | | | | | 200% | | | | | | 120% | | |
| | | | | | | | | | | | | | | | | | |||||||||||
| | | |
Performance
Target (100%) |
| | |
Actual
Result |
| | |
Payout as % of
Target |
| |
Payout as % of
Total Target Bonus |
| ||||||||||||
| Responsible Care® | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Recordable Injuries*
|
| | | | 5 | | | | | | | 6 | | | | | | | 50% | | | | | | 2.5% | | |
|
Loss of Primary Containment*
|
| | | | 5 | | | | | | | 5 | | | | | | | 100% | | | | | | 5% | | |
| Process Safety Incidents* | | | | | 1 | | | | | | | 0 | | | | | | | 200% | | | | | | 10% | | |
| Responsible Care® Total | | | | | | | | | | | | | | | | | | | 116.67% | | | | | | 17.5% | | |
| | | | | | | | | | | | | | ||||||||||||||||||
|
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% | | | | |
| | | | | | | | | | | ||||||||||||||||||||||
|
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 | | | | |
|
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 | | |
| | | |
% 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 and Principal Position
|
| |
Year
|
| |
Salary
($) (2) |
| |
Bonus
($) (3) |
| |
Stock
Awards ($) (4) |
| |
Option
Awards ($)(5) |
| |
Non-Equity
Incentive Plan Compensation ($) (6) |
| |
Changes
in Pension Value and Non-qualified Deferred Compensation Earnings ($) (7) (8) |
| |
All Other
Compensation ($) (9) |
| |
Total
($) |
| |||||||||||||||||||||||||||
|
Frank A. Bozich
President and Chief Executive Officer |
| | | | 2021 | | | | | | 1,025,000 | | | | | | — | | | | | | 2,511,215 | | | | | | 1,076,254 | | | | | | 2,265,251 | | | | | | 8 | | | | | | 124,165 | | | | | | 7,001,892 | | |
| | | 2020 | | | | | | 882,692 | | | | | | — | | | | | | 1,935,997 | | | | | | 826,322 | | | | | | 1,364,354 | | | | | | — | | | | | | 26,554 | | | | | | 5,035,919 | | | |||
| | | 2019 | | | | | | 830,137 | | | | | | 538,244 | | | | | | 4,050,985 | | | | | | 824,675 | | | | | | 460,000 | | | | | | — | | | | | | 165,557 | | | | | | 6,869,598 | | | |||
|
David Stasse
Executive Vice President & Chief Financial Officer |
| | | | 2021 | | | | | | 520,000 | | | | | | — | | | | | | 636,978 | | | | | | 272,994 | | | | | | 663,000 | | | | | | 13 | | | | | | 54,502 | | | | | | 2,147,487 | | |
| | | 2020 | | | | | | 472,596 | | | | | | — | | | | | | 528,002 | | | | | | 225,363 | | | | | | 355,110 | | | | | | 326 | | | | | | 51,784 | | | | | | 1,330,174 | | | |||
| | | 2019 | | | | | | 427,748 | | | | | | — | | | | | | 207,447 | | | | | | 88,775 | | | | | | 106,667 | | | | | | — | | | | | | 51,751 | | | | | | 882,390 | | | |||
|
Angelo N. Chaclas
Senior Vice President and Chief Legal Officer |
| | | | 2021 | | | | | | 460,000 | | | | | | — | | | | | | 482,985 | | | | | | 206,996 | | | | | | 586,500 | | | | | | 21,789 | | | | | | 50,171 | | | | | | 1,808,441 | | |
| | | 2020 | | | | | | 420,611 | | | | | | — | | | | | | 469,935 | | | | | | 200,569 | | | | | | 313,712 | | | | | | 6,599 | | | | | | 51,407 | | | | | | 1,462,833 | | | |||
| | | 2019 | | | | | | 445,000 | | | | | | — | | | | | | 483,250 | | | | | | 199,953 | | | | | | 137,839 | | | | | | — | | | | | | 60,867 | | | | | | 1,326,908 | | | |||
|
Andre Lanning (1)
Senior Vice President and Chief Commercial Officer |
| | | | 2021 | | | | | | 458,192 | | | | | | 273,650 | | | | | | 252,605 | | | | | | 108,240 | | | | | | 426,307 | | | | | | 108,365 | | | | | | 14,230 | | | | | | 1,641,589 | | |
| | | 2020 | | | | | | 441,788 | | | | | | 267,750 | | | | | | 92,510 | | | | | | 39,705 | | | | | | 130,822 | | | | | | 420,903 | | | | | | 5,355 | | | | | | 1,398,832 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Francesca Reverberi (1)
Senior Vice President and Chief Sustainability Officer |
| | | | 2021 | | | | | | 437,023 | | | | | | 116,301 | | | | | | 288,509 | | | | | | 152,208 | | | | | | 394,653 | | | | | | — | | | | | | 5,254 | | | | | | 1,393,948 | | |
|
NEO
|
| |
Maximum Grant Date
Fair Value |
| |||
| Frank A. Bozich | | | | $ | 2,869,942 | | |
| David Stasse | | | | $ | 727,957 | | |
| Angelo N. Chaclas | | | | $ | 551,982 | | |
| Andre Lanning | | | | $ | 288,692 | | |
| Francesca Reverberi | | | | $ | 272,572 | | |
|
NEO
|
| |
401k Plan
($) (i) |
| |
Non-qualified
deferred comp plan ($) (ii) |
| |
Allowances
($) (iii) |
| |
Other
($) (iv) |
| |
Total ($)
|
| |||||||||||||||
| Frank A. Bozich | | | | | 23,265 | | | | | | 100,750 | | | | | | — | | | | | | 150 | | | | | | 124,165 | | |
| David Stasse | | | | | 26,102 | | | | | | 28,250 | | | | | | — | | | | | | 150 | | | | | | 54,502 | | |
| Angelo N. Chaclas | | | | | 26,446 | | | | | | 23,575 | | | | | | — | | | | | | 150 | | | | | | 50,171 | | |
| Andre Lanning | | | | | — | | | | | | — | | | | | | 14,230 | | | | | | — | | | | | | 14,230 | | |
| Francesca Reverberi | | | | | — | | | | | | — | | | | | | 5,254 | | | | | | — | | | | | | 5,254 | | |
| | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Plan Awards (1) |
| |
Estimated Future Payouts
Under Equity Plan Awards (2) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Threshold
($) |
| |
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
|
|
|
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% | | |
| | | | | | | | | |
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 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | |
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 | | |
|
Name
|
| |
Executive
Contributions in 2021 ($) (1) |
| |
Company
Contributions in 2021 ($) (2) |
| |
Aggregate
Earnings in 2021 ($) (3) |
| |
Aggregate
Withdrawals/ Distributions in 2021 ($) |
| |
Aggregate
Balance as of December 31, 2021 ($) (4) |
| |||||||||||||||
| Frank Bozich | | | | | — | | | | | | 100,750 | | | | | | 8 | | | | | | — | | | | | | 100,758 | | |
| David Stasse | | | | | — | | | | | | 28,250 | | | | | | 13 | | | | | | — | | | | | | 136,673 | | |
| Angelo N. Chaclas | | | | | — | | | | | | 23,575 | | | | | | 21,789 | | | | | | — | | | | | | 231,420 | | |
|
Name
|
| |
Employee saving contributions
in % of pensionable salary |
| |
Employer saving contributions
in % of pensionable salary |
| ||||||
| Andre Lanning | | | | | 10.00% | | | | | | 10.00% | | |
| Francesca Reverberi | | | | | 8.00% | | | | | | 12.00% | | |
|
Name
|
| |
Plan Name
|
| |
Number of Years
of Credited Service (#) |
| |
Present Value of
Accumulated Benefit ($) (1) (2) (3) |
| |
Payments
During 2021 ($) |
| |||||||||
| Andre Lanning | | |
Switzerland Retirement Plan
|
| | | | 2.5 | | | | | | 402,813 | | | | | | — | | |
| Francesca Reverberi | | |
Switzerland Retirement Plan
|
| | | | 34.5 | | | | | | 2,380,755 | | | | | | — | | |
| | | |
Discount rate
|
| |
Salary increase
|
| ||||||
| Switzerland Retirement Plan | | | | | 0.23% | | | | | | 2.0% | | |
|
Name
|
| |
Termination Trigger
|
| |
Cash
Separation Payment ($) (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 | | |
|
Compensation Element
|
| |
CEO
($) |
| |
Median
Employee ($) |
| ||||||
| Annual Salary | | | | | 1,025,000 | | | | | | 61,370 | | |
| Bonus | | | | | — | | | | | | 2,250 | | |
| Fair Value of Stock Awards | | | | | 2,511,215 | | | | | | — | | |
| Fair Value of Option Awards | | | | | 1,076,254 | | | | | | — | | |
| Non-equity Incentive Plan Compensation | | | | | 2,265,251 | | | | | | 5,999 | | |
| Change in Pension Value | | | | | 8 | | | | | | — | | |
| All Other Compensation | | | | | 124,165 | | | | | | 5,766 | | |
| Summary Compensation Table Totals | | | | | 7,001,892 | | | | | | 75,385 | | |
| 2021 CEO Pay Ratio | | | | | 93:1 | | | | | | | | |
| | | |
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 | | |
| |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S OMNIBUS INCENTIVE PLAN.
|
| |
| “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.
|
|