UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2022
Trinseo PLC
(Exact name of registrant as specified in its charter)
Ireland | 001-36473 | |||
(State or other jurisdiction | (Commission | (I.R.S. Employer |
1000 Chesterbrook Boulevard, Suite 300,
Berwyn, Pennsylvania 19312
(Address of principal executive offices, including zip code)
(610) 240-3200
(Telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading symbol(s) | Name of Each Exchange on which registered |
Ordinary Shares, par value $0.01 per share | TSE | New York Stock Exchange |
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 21, 2022, Trinseo PLC (the “Company”) announced that Andre Lanning had been appointed as Senior Vice President and Chief Commercial Officer, effective as of March 1, 2022. Mr. Lanning, age 56, has served as the Company’s Senior Vice President of Strategy, Corporate Development & Marketing Communications since May 2020. Previously, Mr. Lanning served as Global Business Director for Trinseo’s Synthetic Rubber Business, starting in November 2019. Prior to joining the Company, Mr. Lanning served as Managing Director/CEO of Advanced Refining Technologies (ART) Hydroprocessing, a joint venture between WR Grace and Chevron since 2015. Mr. Lanning has held several other senior business leadership roles throughout his career including in the pulp & paper, fertilizer, and refining catalyst sectors.
In connection with this appointment, Mr. Lanning entered into an amendment, dated February 17, 2022 (the “Agreement”), to his amended and restated employment agreement dated October 1, 2021, with the Company’s subsidiary, Trinseo Europe GmbH. Pursuant to the terms of the Agreement, Mr. Lanning is entitled to a base salary of CHF 480,000, which will be reviewed annually and may be increased above, but not below, the prior annual amount. Mr. Lanning is also entitled to participate in the Company’s annual performance award cash bonus, for which his target amount shall equal 60% of his base salary for the respective calendar year. Additionally, Mr. Lanning is entitled to an annual equity award in 2022 having a grant date fair value equal to 140% of his base salary for the respective calendar year. Annual equity awards will be on the same terms and conditions provided to the Company’s similarly situated senior executives and future annual awards will be in amounts determined by the Company in accordance with its long-term incentive plan. The remainder of the terms of Mr. Lanning’s employment agreement, including termination and severance provisions, remain unchanged.
The foregoing summary of the amendment to the employment agreement with Mr. Lanning is supplemented and qualified in all respects by reference to the full terms of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference. A copy of the press release announcing Mr. Lanning’s appointment is furnished as Exhibit 99.1 hereto.
There are no arrangements or understandings between Mr. Lanning and any other person pursuant to which he was selected as an officer, and there are no family relationships between Mr. Lanning and any of the Company’s directors or executive officers. Mr. Lanning has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Exhibits.
Exhibit | Description | |
10.1 | ||
99.1 | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRINSEO PLC | ||
By: | /s/ David Stasse | |
Name: | David Stasse | |
Title: | Executive Vice President and Chief Financial Officer | |
Date: February 23, 2022 | ||
| Trinseo PLC 76 Sir John Rogerson’s Quay Dublin 2 D02 FX51, Ireland |
16 February 2022
Dear André,
We are pleased to confirm our offer for the position of Senior Vice President & Chief Commercial Officer with Trinseo Europe GmbH based in Switzerland, with effect of 1 March 2022. A summary of the proposed target compensation follows:
Compensation Items | In CHF |
Annual Base Salary | 480,000 |
Target Bonus % / Amount | 60% / 288,000 |
Target Total Cash Compensation | 768,000 |
Target LTI % / Amount | 140%1 / 672,000 |
Target Total Direct Compensation | 1,440,000 |
This position and title change along with corresponding adjustments in compensation and responsibilities is an amendment to the terms and conditions set forth in your Employment Contract dated 1 October 2021. All other terms and conditions are deemed to be unchanged.
Please note that the Target Bonus is part of Trinseo’s Performance Award (PA) Plan and the Target LTI is part of the Long-Term Incentive Plan; both of which are provided by Trinseo PLC and are at the discretion of its Board of Directors.
Please return your acceptance at your earliest convenience and we wish you continued success in your new position.
Best regards,
/s/ Frank Bozich
Frank Bozich
President and Chief Executive Officer
Trinseo PLC
I have read this letter, understand it and agree to the terms set forth above:
Date: February 17, 2022 | Signature:/s/ André Lanning André Lanning |
1 Effective for the February 2022 LTI grant.
Press Contact: | | Investor Contact: | ||
Trinseo | | Trinseo | ||
Dina Pokedoff | | Andy Myers | ||
Tel : +1 610-240-3307 | | Tel : +1 610-240-3221 | ||
Email: dpokedoff@trinseo.com | | Email: aemyers@trinseo.com |
Trinseo Creates Two, Key Executive Leadership Team Roles;
Appoints André Lanning to Chief Commercial Officer Role
BERWYN, Pa — February 21, 2022 — Trinseo (NYSE: TSE), a global materials company and manufacturer of plastics and latex binders today announced that it has created two new Executive Leadership Team positions – the roles of Chief Technology Officer (CTO) and Chief Commercial Officer (CCO).
“As we continue our journey to transform into a specialty solutions provider and as part of an effort to define a path forward, we have created two critical Executive Leadership roles as catalysts towards achieving our goals,” said Frank Bozich, Trinseo President and Chief Executive Officer. “The role of CTO will drive the development of differentiated technology and innovation that allows Trinseo to meet unfilled and unrecognized customer needs and develop sustainable solutions across our innovation pillars. Furthermore, the role of CCO will be responsible for oversight of the P&L for all of Trinseo’s commercial activities in its reporting segments; ensuring the company has the right commercial processes and tools to drive sustainable, profitable growth, enhancing Trinseo’s focus on customer intimacy and executing the company’s transformation strategy to become a global specialty materials and sustainable solutions provider.”
Effective March 1, André Lanning will assume the newly created role of Senior Vice President and Chief Commercial Officer (CCO). As CCO, Lanning will also be responsible for stepping up commercial excellence, delivering commercial synergies and realizing the organic growth opportunities identified as part of the company’s transformation strategy.
“The creation of this new role of Chief Commercial Officer and the appointment of André to this role will bolster Trinseo’s already strong commitment to providing solutions for our customers,” said Bozich. “André brings more than 30 years of experience in the chemical industry. I am confident that he will successfully lead the company’s commercial activities as we transform into a speciality and sustainable solutions provider – where our success will be determined by how we differentiate our products and the value we create by working with our customers to solve problems – especially in the key end applications of mobility, building and construction, medical and consumer goods.”
Lanning will remain as a member of Trinseo’s Executive Management team and will continue to lead Trinseo’s Strategy, Corporate Development and Marketing Communications function until a successor has been appointed. Trinseo has launched the search for Lanning’s successor as well as the CTO position.
About Trinseo
Trinseo (NYSE: TSE) is a global materials solutions provider and manufacturer of plastics and latex binders with a focus on delivering innovative, sustainable, and value-creating products that are intrinsic to our daily lives. Trinseo is dedicated to making a positive impact on society by partnering with like-minded stakeholders, and supporting the sustainability goals of our customers in a wide range of end-markets including automotive, consumer electronics, appliances, medical devices, packaging, footwear, carpet, paper and board, and building and construction. Trinseo had approximately $4.8 billion in net sales in 2021 and has 26 manufacturing sites and one recycling facility around the world and approximately 3,100 employees. For more information, please visit: www.trinseo.com.
Cautionary Note on Forward-Looking Statements
This press release may contain forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts or guarantees or assurances of future performance. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “intend,” “forecast,” “outlook,” “will,” “may,” “might,” “see,” “tend,” “assume,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would” or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Factors that might cause such a difference include, but are not limited to, our ability to successfully execute our transformation strategy and business strategy; our ability to integrate acquired businesses; global supply chain volatility, increased costs or disruption in the supply of raw materials or increased costs for transportation of our products; the nature of investment opportunities presented to the Company from time to time; and those factors discussed in our Annual Report on Form 10-K, under Part I, Item 1A —”Risk Factors” and elsewhere in our other reports, filings and furnishings made with the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, our actual results may differ materially from those contemplated by the forward-looking statements. Therefore, we caution you against relying on any of these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.