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
Number Description
10.1 Amendment, dated February 17, 2022, to the Employment Agreement
between Trinseo Europe GmbH and Andre Lanning dated October 1, 2021
99.1 Press Release dated February 21, 2022
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained
in Exhibit 101)
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