Kimberly Foley
LyondellBasell IndustriesAbout Kimberly Foley
Executive Vice President, Olefins & Polyolefins and Refining at LyondellBasell; appointed in March 2024 following Ken Lane’s departure. 2024 highlights included leading O&P and Refining globally, advancing multiple strategic projects (European review, NATPET JV acquisition, Houston refinery transformation, polypropylene strategy, net-zero pathways) and reducing fixed costs by $85 million; her individual STI performance rating was 150% for 2024 . Base salary was increased to $775,000 effective April 1, 2024 with a 100% target bonus; her 2024 STI payout was 116% of salary ($895,125) . Company STI metrics delivered 104% of target in aggregate, with Sustainability at 163% and Safety Performance at 153% of target; personal safety TRIR was 0.127 and PSIR 0.021 in 2024 .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $775,000 |
| Target Bonus (% of Salary) | 100% |
| STI Payout (% of Salary) | 116% |
| STI Paid ($) | $895,125 |
| All Other Compensation ($) | $86,811 |
| Change in Pension Value ($) | $76,385 |
Breakdown of “All Other Compensation” (2024):
- Matching 401(k) contributions: $20,700
- Matching deferral plan contributions: $45,904
- Other (executive physicals, tax prep, financial planning, club dues): $20,207
Performance Compensation
2024 Short-Term Incentive (STI) Design and Payouts
| Component | Weighting | Target | Actual/Result | Payout (% of Target) |
|---|---|---|---|---|
| Business Results | 60% | Not disclosed | Not disclosed | 62% |
| Value Creation | Not disclosed | Not disclosed | Not disclosed | 200% |
| Safety Performance (ESG sub-metric) | Not disclosed | TRIR/PSIR targets | TRIR 0.127; PSIR 0.021 | 153% |
| Sustainability | 10% | Key climate/circular milestones | PPAs executed: 2,042 GW capacity; energy efficiency +1.5%; recycled/renewable 203kt | 163% |
| Overall Company Component | — | — | — | 104% |
STI calculation for Kimberly Foley:
| Item | Value |
|---|---|
| Individual Performance Rating | 150% |
| Formula | 100% target bonus × ((104% × 75%) + (150% × 25%)) = 116% |
| STI Paid ($) | $895,125 |
2024 Long-Term Incentives (LTI) Structure and Grants
| Item | 2024 |
|---|---|
| LTI Mix | PSUs 60%; RSUs 40% |
| LTI Target (% of Base Salary) | 310% |
| Total Value of 2024 LTI Awards ($) | $2,402,500 |
| Stock Awards (ASC 718 Fair Value, PSUs+RSUs) ($) | $2,749,013 |
2024 Grants of Plan-Based Awards (granted 2/22/2024):
| Award Type | Target/Units | Max Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| STI (cash) | $775,000 | $1,550,000 | — | 2024 performance |
| PSUs | 15,142 | 30,284 | $1,756,775 | 3-year performance (to 12/31/2026), payout 0–200%, settles Q1 2027 |
| RSUs | 10,095 | — | $992,238 | Ratable over 3 years (2024 grants) |
PSU performance metrics:
- 3-year TSR vs peers and free cash flow per share vs long-range plan; payout 0–200% of target .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficial Shares Owned | 35,813 |
| RSUs vesting within 60 days | — |
| Stock Options Exercisable within 60 days | 37,096 |
| Ownership as % of Shares Outstanding | <1% (each individual) |
| Stock Ownership Guideline | 3× base salary required |
| Shares Held Multiple of Salary | 5.6× |
| Hedging/Pledging | Prohibited (no hedging, short sales, pledging, margin accounts) |
Outstanding equity awards at 12/31/2024:
| Category | Amount |
|---|---|
| Unvested RSUs (shares) | 18,735 |
| Market Value of Unvested RSUs ($) | $1,391,448 (at $74.27/share) |
| Unearned PSUs (target) (shares) | 26,273 |
| Market/Payout Value of Unearned PSUs ($) | $1,951,296 (at $74.27/share) |
RSU Vesting Schedule (as disclosed)
| Vest Date | Shares |
|---|---|
| 2/24/2025 | 2,193 |
| 10/15/2025 | 881 |
| 2/22/2025 | 3,365 |
| 2/22/2026 | 3,365 |
| 2/22/2027 | 3,365 |
| 2/23/2026 | 5,566 |
Note on vesting: RSUs accrue cash dividend equivalents; shares are withheld to satisfy statutory taxes at vest .
Stock Options Detail (Kimberly Foley)
| Grant | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2/21/2018 | 2,433 | — | 103.89 | 2/21/2028 |
| 2/20/2020 | 1,707 | — | 78.15 | 2/20/2030 |
| 8/01/2020 | 434 | — | 57.32 | 8/01/2030 |
| 2/25/2021 | 7,540 | — | 99.21 | 2/25/2031 |
| 2/24/2022 | 5,781 | 2,890 | 89.26 | 2/24/2032 |
| 10/15/2022 | 2,221 | 1,110 | 77.80 | 10/15/2032 |
| 2/23/2023 | 7,046 | 14,088 | 94.65 | 2/23/2033 |
Unvested option vesting dates (near term):
- 2,890 vest on 2/24/2025; 1,110 on 10/15/2025; 7,044 on 2/23/2025 and 7,044 on 2/23/2026 .
Employment Terms
| Scenario | Options | RSUs | PSUs | Cash Severance ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | Accelerated — | $1,391,449 | $1,382,610 (pro‑rated) | — | $2,774,059 |
| Good Reason (no CIC) | — | — | — | $1,550,000 | $1,550,000 |
| Retirement or Termination without Cause | Pro‑rated — | $891,833 | $1,382,610 | $1,550,000 | $3,824,443 |
| Termination without Cause or Good Reason within 12 months of Change in Control (double trigger) | Accelerated — | $1,391,449 | $1,382,610 (pro‑rated at target) | $3,100,000 | $5,874,059 |
Notes:
- Cash severance includes target bonus under the STI program; not payable in death/disability. Company provides ~$35,000 for 18 months of medical continuation and 12 months outplacement in termination events other than death/disability .
- Retirement definitions: for Foley, Retirement eligible (≥ age 55 with ≥10 years of service); Enhanced Retirement vests in full on original schedule and imposes 1–2 year restrictive covenants (non‑compete/non‑solicit) .
Investment Implications
- Strong pay-for-performance alignment: STI tied to multi-factor Company metrics (overall 104% payout) plus a high individual rating (150%) for executing strategic initiatives; LTI skewed to PSUs (60%) with TSR and FCF/share hurdles, reducing windfall risk versus pure time-based equity .
- Retention risk appears contained near term: RSUs vest ratably over 3 years (added retention), Foley meets ownership guidelines at 5.6× salary vs 3× required, and hedging/pledging are prohibited, reinforcing alignment with shareholders .
- Near-term trading/flow signals: Multiple RSU and option vesting milestones in 2025–2026 could produce mechanical selling due to tax withholding at vest (not discretionary selling), while options are largely out-years with staggered expirations; beneficial ownership and options exercisable within 60 days total 35,813 shares and 37,096 options respectively, below 1% of shares outstanding .
- Change-in-control economics: Double-trigger cash severance of $3.1 million (includes target bonus) plus equity acceleration/pro‑ration underscores moderate CIC leverage; standard clawbacks (restatements/misconduct) and restrictive covenants on retirement mitigate governance risk .