Peter Vanacker
LyondellBasell IndustriesAbout Peter Vanacker
Peter Vanacker (age 59) is CEO and an executive director of LyondellBasell (LYB) since May 2022. He holds an MSc in Chemical Engineering from Ghent University and previously led multiple chemicals enterprises with emphasis on circularity and transformation . Under his leadership in 2024, LYB delivered $1.4B net income, $4.3B EBITDA ex. identified items, $3.8B cash from operations, and returned $1.9B to shareholders, while advancing safety and sustainability programs . Pay-for-performance outcomes reflected the cycle: 2024 annual bonuses paid at 104% of target; 2022–2024 PSUs paid 79% due to negative TSR but above-peer relative rank and below-target FCF/share .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neste Corporation | President & CEO; Chair of Executive Committee | 2018–2022 | Led renewable products champion; deep experience in circularity and sustainability |
| CABB Group GmbH | CEO & Managing Director | 2015–2018 | Ran fine chemicals producer; portfolio and operations leadership |
| Treofan Group | CEO & Managing Director | 2012–2015 | Led polypropylene films manufacturer; operational turnaround experience |
| Covestro AG (Bayer MaterialScience) | EVP, Global Polyurethanes; Chief Marketing & Innovation Officer | — | Global P&L leadership, innovation mandate in polymers/plastics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Symrise AG | Member, Supervisory Board | Since 2020 | Public company in flavors/fragrances; industry adjacency |
Fixed Compensation
| Component (CEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 861,538 | 1,437,500 | 1,450,000 |
| Target Bonus (% of Salary) | — | 160% | 170% |
| Annual Bonus Paid ($) | 1,398,485 | 2,946,400 | 2,563,600 |
| All Other Compensation ($) | 669,379 | 503,366 | 399,728 |
| Total Compensation ($) | 17,018,989 | 16,546,194 | 17,018,464 |
Notes:
- CEO STI payout equals company performance; 2024 payout equaled 177% of salary (170% target × 104% company factor) = $2,563,600 .
- Perquisites include executive physical, financial/tax planning (~$15k reimbursement), and limited aircraft-related items; 2024 flights imputed income will be taxed with no tax reimbursements for those specific flights .
Performance Compensation
Short-Term Incentive (STI) – 2024 Design and Outcome
| Metric | Weight | Target Setting | 2024 Result | Payout Factor |
|---|---|---|---|---|
| Business Results (EBITDA ex. identified items vs budget, adjusted for market FX/LIFO/events) | 60% | Budget set; adjustments for cycle/FX/LIFO/events approved by C&TD | Below adjusted budget by 5.7% | 62% |
| Value Creation (Recurring EBITDA run-rate) | 10% | 2024 target +$600mm run-rate | >$800mm achieved | 200% |
| Safety (TRIR/PSIR; 50%/50%) | 20% | TRIR and PSIR goals | TRIR 0.127; PSIR 0.021 | 153% |
| Sustainability (PPAs, energy efficiency, recycled/renewable volumes) | 10% | 3 milestones; examples below | 200% PPAs; 151% energy efficiency; 139% recycled/renewable kt | 163% |
| Overall Company Factor | — | — | — | 104% |
CEO STI has no individual modifier; payout is fully tied to company outcomes .
Long-Term Incentive (LTI) – Program Structure and 2024 Grants
- Vehicles and mix: 60% PSUs, 40% RSUs; stock options eliminated from 2024 grants; RSUs shifted from 3-year cliff to 3-year ratable vesting for 2024+ grants .
- CEO LTI target: 759% of base salary; 2024 target value $11,000,000 .
| Grant (2/22/2024) | Units/Shares | Grant-Date FV ($) | Vesting/Performance |
|---|---|---|---|
| PSUs (50% TSR / 50% FCF/share) | 69,328 | 8,043,435 | 3-year performance through 12/31/2026; payout 0–200%; TSR payout capped at 100% if absolute TSR negative; no payout for bottom quartile TSR |
| RSUs | 46,219 | 4,542,865 | 3-year ratable vest (2025–2027); dividend equivalents in cash |
PSU performance framework:
- Relative TSR peer set includes 17 chemicals peers (e.g., Dow, DuPont, Covestro, Westlake, Arkema, Evonik, BASF) .
- FCF/share scale from 50% at 75% of target to 200% at ≥135% of target; targets disclosed post-cycle .
Recent PSU payout:
- 2022 grant (cycle ended 12/31/2024) paid at 79% due to negative TSR but upper-half peer rank and below-target FCF/share .
Equity Ownership & Alignment
Ownership Snapshot (as of Apr 1, 2025)
| Item | Amount |
|---|---|
| Shares beneficially owned | 50,081 |
| RSUs vesting within 60 days | 23,132 |
| Stock options exercisable within 60 days | 167,611 |
| Ownership vs guidelines | CEO requirement 6× salary; holdings equate to 7.2× salary; within 5-year transition window |
Policy alignment:
- Hedging, short sales, pledging, margin accounts prohibited for executives and directors .
Outstanding Awards (12/31/2024)
| Category | Detail |
|---|---|
| Unvested RSUs | 97,562 units; MV $7,245,930 (at $74.27) |
| Target PSUs (unearned) | 125,750 units; MV $9,339,453 (at $74.27) |
| Stock Options (select lots) | 64,128 ex / 32,063 unex at $101.51 exp 5/23/2032; 35,711 ex / 71,418 unex at $94.65 exp 2/23/2033 |
Upcoming Vesting/Exercisability (selected)
| Award | Scheduled Vesting |
|---|---|
| Options 32,063 @ $101.51 | 5/23/2025 |
| Options 35,709 @ $94.65 | 2/23/2025 and 2/23/2026 |
| RSUs (CEO) | 2/22/2025 (15,407), 2/22/2026 (15,406), 2/22/2027 (15,406); plus 5/23/2025 (23,132), 2/23/2026 (28,211) |
Implication: Multiple RSU tranches and option installments vesting in 2025–2026 can create episodic liquidity windows; sales remain subject to 10b5‑1, preclearance, trading windows, and ownership policy thresholds .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (no-Cause by Company or Good Reason by CEO) | CEO: lump sum = 2×(base + target bonus); COBRA-equivalent benefits; outplacement; RSUs/options/PSUs pro-rated vesting by service; options exercisable 90 days . |
| Change-in-Control (within 12 months; double-trigger) | CEO: 3×(base + target bonus) cash; RSUs/options immediate vest; PSUs pro-rated based on performance to last quarter pre-CIC . |
| Indicative payout (as of 12/31/2024) | Death/Disability total $15.19M; Termination w/o Cause total $20.56M; CIC Termination total $26.94M (includes cash and equity elements; see proxy methodology) . |
| Clawback | Robust policy compliant with SEC/NYSE: recoup annual bonus/equity for misconduct or restatements; RSUs include misconduct/restrictive covenant recoupment . |
| Tax gross-ups | No excise tax gross‑ups for CIC . |
| Perquisites | Executive physical; financial/tax planning reimbursement (~$15k); limited aircraft-related; 2024 imputed income for flights taxed without reimbursement . |
| Retirement/Non-compete | Retirement/Enhanced Retirement conditions govern vesting (pro-rata vs full) with 1–2 year restrictive covenants post-retirement . |
Board Governance
- Role: Executive Director since 2022; not independent .
- Board structure: Independent Chair (Jacques Aigrain); under Dutch law, only a non-executive may serve as Chair—separating Chair/CEO roles mitigates dual-role concerns .
- Committees: CEO is not a member; all committees are fully independent –.
- Director pay: CEO receives no additional compensation for board service .
- Board-wide attendance averaged 96% in 2024; executive sessions at each regular meeting .
Compensation Structure Analysis
- Mix shift and retention: 2024 eliminated stock options and moved RSUs to ratable vesting, raising retention value and lowering risk vs options; PSUs remain majority of LTI (60%) to preserve performance leverage .
- Goal rigor and cyclicality: EBITDA budget subject to ex‑ante set targets and ex‑post cycle/FX/LIFO/event adjustments to pay for differential performance, not macro windfalls; 2024 business results paid 62% amid downcycle .
- Strategic alignment: Value Creation STI metric tied to recurring EBITDA run-rate toward $1B VEP goal (achieved >$800mm 2024 exit) .
- ESG integration: 30% of STI (safety 20%, sustainability 10%); outperformed milestones in 2024 (e.g., PPAs >200% of target) .
- Shareholder support: Say‑on‑Pay approval ~98% in 2024 and 2023, reflecting alignment with investor preferences .
Equity Ownership & Alignment (Detail)
| Item | Policy / Status |
|---|---|
| Executive ownership guidelines | CEO 6× salary; measured quarterly; only directly owned shares and RSUs count; PSUs/options excluded . |
| Status vs guideline | 7.2× salary as of 12/31/2024; within 5-year transition period . |
| Trading policies | 10b5‑1 and preclearance for insiders; hedging/pledging banned . |
Performance & Track Record
| Metric (FY2024) | Result |
|---|---|
| Net Income | $1.4B |
| EBITDA ex. identified items | $4.336B |
| Cash from Operations | $3.8B |
| Capital Returns | $1.9B (dividends + buybacks) |
| Safety | TRIR 0.127; PSIR 0.021 |
| VEP Run-rate | ~$800mm recurring annual EBITDA exit 2024; $1B target 2025 |
Employment & Contracts (Additional)
- Start date/tenure: CEO since May 2022 (three years of board service as of 2025 nomination slate) .
- Consultant: Pearl Meyer serves as independent advisor to Compensation & Talent Development Committee .
- Benchmarking: TTDC generally targeted near peer median; 18-company peer group used for 2024 .
Investment Implications
- Alignment and performance sensitivity: CEO’s pay is highly performance-based (60% PSUs; 170% STI target) with explicit TSR/FCF/share and safety/sustainability levers; 2024 outcomes slightly above target despite downcycle, signaling balanced rigor .
- Near-term selling pressure watch: Multiple RSU and option tranches vest in 2025–2026 and sizable unearned PSUs could convert, creating potential supply in trading windows; mitigated by ownership requirements and anti-hedging/pledging policy .
- Retention and CIC protections: Double-trigger CIC at 3× cash for CEO and broad equity acceleration provide stability through strategic actions; clawback and no gross-ups are governance positives .
- Strategy execution risk: Value Enhancement Program milestones and European asset review/impairments underscore transformation complexity; however, >$800mm run-rate achieved and continued dividend growth support confidence .