Jeffrey Kaplan
LyondellBasell IndustriesAbout Jeffrey Kaplan
Jeffrey A. Kaplan, 56, is Executive Vice President and General Counsel of LyondellBasell (LYB) since October 2022; in 2024 his remit expanded to include Procurement alongside Legal, ERM, and Real Estate, reflecting broad operational leadership and risk governance . Education is not disclosed in the latest proxy/10-K. Company performance during his recent tenure included 2024 net income of $1.4B, EBITDA excluding identified items of $4.3B, and $1.9B returned to shareholders via dividends and buybacks; pay-versus-performance TSR index value was 106.51 for 2024 (company and peer comparisons shown for context) . Executive incentives paid out modestly above target in 2024 (STI at 104%) and 2022 PSU cycle paid out at 79% due to negative TSR but upper-half peer positioning and below-target FCF/share amid market headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LyondellBasell | EVP, General Counsel | Oct 2022 – Present | Led Legal, ERM, Real Estate; expanded to lead Procurement in 2024, integrating culture change and VEP execution; strengthened ransomware response through cross-functional integration |
| LyondellBasell | EVP, Legal & Public Affairs and Chief Legal Officer | Mar 2015 – Sep 2022 | Senior legal leadership across enterprise; predecessor role to current GC position |
External Roles
No public company board roles or external directorships disclosed in the latest proxy/10-K .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $710,831 | $734,000 | $761,517 (year paid); base rate increased to $765,900 effective Apr 1, 2024 (+3.5%) |
| Target Bonus (% of Salary) | 90% | 90% | 90% |
| STI (Non-Equity Incentive Plan) Paid ($) | $2,284,481 | $884,115 | $796,153 |
| All Other Compensation ($) | $94,115 | $104,545 | $101,743 |
| Total Compensation ($) | $5,091,018 | $4,028,240 | $4,320,879 |
Performance Compensation
Annual STI Structure and 2024 Outcomes
| Component | Weighting | Target Definition | 2024 Payout | Notes |
|---|---|---|---|---|
| Business Results | 60% | EBITDA vs adjusted budget across segments | 62% | EBITDA budget adjusted down by 11.7% due to market factors |
| Safety Performance | 20% | TRIR (50%) and PSIR (50%) | 153% (TRIR 0.127; PSIR 0.021) | Reflects top-quartile safety metrics and injury reduction |
| Sustainability | 10% | PPAs executed; energy efficiency; recycled/renewable volumes | 163% (PPAs 2,042 GW cap., efficiency +1.5%, 203kt recycled/renewables) | |
| Value Creation | 10% | VEP incremental EBITDA milestones | 200% (>$800MM exit run-rate vs $600MM target) | |
| Company Component Payout | — | Weighted aggregate | 104% | — |
| Individual Performance (Kaplan) | 25% of STI calc. for NEOs | Role-specific impact | 150% rating | Leadership expanded to Procurement; culture/efficiency improvements and litigation outcomes |
| Kaplan STI Payout (as % of Salary) | — | 90% target x company/individual factors | 104% → $796,153 | — |
Long-Term Incentives (Grants on Feb 22, 2024)
| Instrument | Target as % of Base | Grant Date | Structure | 2024 Grant Detail |
|---|---|---|---|---|
| PSUs | 60% of LTI; LTI target 300% of base for Kaplan | 2/22/2024 | 3-year performance (TSR vs peers capped at 100% if TSR negative; FCF/share vs plan); payout 0–200%; settles in shares Q1 after period | Target units: 14,482; Max: 28,964; Grant-date FV: $1,680,202 |
| RSUs | 40% of LTI; LTI target 300% of base | 2/22/2024 | Time-based; ratable vest over 3 years (2024+ grants); dividend equivalents in cash | Shares: 9,655; Grant-date FV: $948,990 |
| PSU Payout History | — | — | — | 2022–2024 PSU payout at 79% (negative TSR but upper-half peers; below-target FCF/share) |
RSU Vesting Schedule (Outstanding at 12/31/2024)
| Date | Shares |
|---|---|
| Feb 24, 2025 | 5,210 |
| Feb 22, 2025 | 3,219 |
| Feb 23, 2026 | 5,504 |
| Feb 22, 2026 | 3,218 |
| Feb 22, 2027 | 3,218 |
| Total Unvested RSUs | 20,369 |
PSU Performance Cycles (Outstanding at 12/31/2024)
| Cycle End | Target PSUs |
|---|---|
| Dec 31, 2025 | 11,008 |
| Dec 31, 2026 | 14,482 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Shares Owned | 61,568 | Less than 1% individually; group total also <1% |
| Options Exercisable Within 60 Days | 94,039 | Separate from owned shares |
| Shares Outstanding (for % calc.) | 322,837,438 | As of Apr 1, 2025 |
| Ownership as % of Shares Outstanding | ~0.019% (61,568 / 322,837,438) | Derived from disclosed counts |
| Unvested RSUs (MV at $74.27) | 20,369; $1,512,806 | |
| Unearned PSUs (MV at $74.27) | 25,490; $1,893,142 | |
| Stock Ownership Guideline | 3x base salary required | |
| Kaplan Ownership vs Guideline | 8.4x base salary; Complies | |
| Hedging/Pledging | Prohibited (no hedging, short sales, pledging, margin accounts) | |
| Trading Controls | Insider trading policy with preclearance and 10b5-1 plans for insiders |
Options Summary (Outstanding at 12/31/2024)
| Grant/Terms | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Legacy grants | 2,857 | — | $96.59 | May 7, 2025 |
| Legacy grants | 14,304 | — | $87.49 | Feb 16, 2027 |
| Legacy grants | 16,396 | — | $103.89 | Feb 21, 2028 |
| Legacy grants | 25,948 | — | $99.21 | Feb 25, 2031 |
| 2022 grant | 13,734 | 6,866 | $89.26 | Feb 24, 2032 |
| 2023 grant | 6,968 | 13,932 | $94.65 | Feb 23, 2033 |
| Unexercisable Vesting | — | 6,866 (2/24/2025); 13,932 (6,966 on 2/23/2025; 6,966 on 2/23/2026) | — | — |
Note: LYB eliminated stock option grants in 2024; RSUs changed from cliff vesting (pre-2024) to ratable vesting (2024+) to enhance retention .
Employment Terms
| Scenario | Equity Treatment | Cash Severance | Total |
|---|---|---|---|
| Death or Disability | RSUs accelerated: $1,512,806; PSUs pro-rated: $1,677,537 | — | $3,190,343 |
| Termination by NEO for Good Reason | Pro-rated equity not specified for Kaplan | $1,455,210 | $1,455,210 |
| Retirement / Termination without Cause | RSUs pro-rated: $1,039,186; PSUs pro-rated: $1,677,537 | $1,455,210 | $4,171,933 |
| Change-in-Control + Termination (double-trigger) | RSUs accelerated: $1,512,806; PSUs pro-rated at target: $1,677,537 | $2,910,420 (includes target bonus) | $6,100,763 |
Additional governance terms:
- Double-trigger vesting applies for change-in-control events; no excise tax gross-ups; option repricing prohibited without shareholder approval .
- Clawback policy allows recovery of incentive compensation for misconduct or after accounting restatement; RSUs include recoupment tied to restrictive covenant breaches .
Deferred Compensation and Pension
| Plan | 2024 Company Contribution | 2024 Earnings | Year-End Balance | Credited Service | Pension PV |
|---|---|---|---|---|---|
| Non-Qualified Deferral Plan | $45,817 | $48,671 | $531,073 | — | — |
| Pension (LyondellBasell Pension Plan) | — | — | — | 15 years | $239,043 |
Performance & Track Record
- 2024 executive compensation aligned with outcomes: STI paid at 104% reflecting mixed EBITDA performance offset by strong Safety, Value Creation, and Sustainability execution; 2022 PSU cycle paid 79% due to negative TSR yet upper-half peer ranking and lower FCF/share vs target .
- Company highlights include disciplined capital allocation, continued dividend growth, safety milestones, and sustainability investments, consistent with risk management and operational excellence under the GC/ERM purview .
Say-on-Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2022 | 97% |
| 2023 | 98% |
| 2024 | 98% |
Compensation Structure Analysis
- LTI mix shifted to 60% PSUs / 40% RSUs in 2024; stock options removed from new grants. RSUs moved from 3-year cliff vest to 3-year ratable vesting, boosting retention value and near-term vesting cadence (potential incremental selling pressure after guideline compliance) .
- Kaplan’s LTI target increased to 300% of base in 2024 to reflect added Procurement leadership, indicating elevated strategic responsibility and alignment with VEP milestones and operational efficiency goals .
Equity Ownership & Alignment Notes
- Kaplan exceeds ownership guidelines at 8.4x salary versus 3x requirement; executives cannot sell until guideline met, and only excess shares thereafter, mitigating insider selling pressure unless shares are in excess of guideline .
- Hedging and pledging are prohibited; margin accounts disallowed, reducing alignment risk associated with collateralization or short-term hedges .
Employment Terms (Additional Notes)
- Severance amounts include target bonus under STI in change-in-control termination; benefits include COBRA-equivalent premiums (~$35,000 lump sum) and 12 months outplacement in non-death/disability scenarios .
- Potential equity payouts assume PSUs at target where specified; actual PSU payout subject to C&TD determination based on performance up to termination/change-in-control quarter .
Investment Implications
- High alignment and retention: Ownership at 8.4x salary, strict no-hedging/pledging, and ratable RSU vesting support alignment and reduce abrupt sell pressure, though multi-date RSU vesting and option maturities create predictable liquidity windows .
- Incentive levers tied to operational outcomes: Annual STI emphasizes EBITDA-linked Business Results, Safety, Sustainability, and VEP-driven value creation; PSUs hinge on TSR and FCF/share—watch quarterly sustainability milestones, VEP progress, and TSR/FCF trajectory for payout sensitivity and potential insider activity around vest dates .
- Change-in-control economics: Double-trigger structure with ~$6.1M total exposure for Kaplan suggests moderate parachute magnitude; clawbacks and lack of excise gross-ups are shareholder-friendly features reducing governance risk .
- Macro-performance linkage: 2024 STI and PSU outcomes demonstrated responsiveness to market conditions; monitoring chemicals cycle, spreads, and FCF conversion will inform PSU payout paths and potential retention pressures or secondary sales post-guideline compliance .