Torkel Rhenman
LyondellBasell IndustriesAbout Torkel Rhenman
Executive Vice President, Advanced Polymer Solutions (APS) at LyondellBasell (LYB). He holds a Master of Chemical Engineering from the Royal Institute of Technology (KTH), Stockholm, and previously served as CEO of Lhoist Group and Solae LLC following 26 years at DuPont in global business leadership roles . Age 61; at LYB since 2019 (EVP I&D in 2019–2020; EVP I&D & Refining 2020–2022; EVP APS since Oct 2022) . Company performance context for incentive alignment: 2024 company annual bonus paid at 104% of target; 2022–2024 PSU cycle paid at 79% due to negative TSR and below-target FCF/share; 2024 net income ~$1,367mm and EBITDA ~$3,456mm; 2024 revenue ~$40.3bn vs peer median ~$36.3bn .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LyondellBasell | EVP Advanced Polymer Solutions | Oct 2022–present | Leads APS compounding and related businesses; advancing circular APS offerings, customer NPS, and APS asset restructuring . |
| LyondellBasell | EVP Intermediates & Derivatives | Jul 2019–Jul 2020 | Ran global I&D businesses; later added Refining . |
| LyondellBasell | EVP I&D and Refining | Aug 2020–Sep 2022 | Oversaw refining portfolio and I&D . |
| Lhoist Group | Chief Executive Officer | Not disclosed | Led global mining/lime manufacturing operations; turnaround and growth experience . |
| DuPont | Global Business Director roles (DuPont Dow Elastomers; DuPont Packaging & Industrial Polymers) | 26 years | Global leadership across polymers; manufacturing/commercial roles . |
| Solae LLC (DuPont/Bunge JV) | Chief Executive Officer | Appointed 2008 | Led specialty food ingredients JV . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CoorsTek | Board of Directors | Current | Technical ceramics board member; governance/industrial materials oversight . |
| University of Houston Energy Advisory Board | Delegate | Current | Industry-academic advisory; keynote on plastics circularity . |
| AFPM (American Fuels & Petrochemical Manufacturers) | Executive committee & board | Current | Sector policy/industry strategy engagement . |
| American Cancer Society – CEOs Against Cancer (Greater Houston) | Member | Current | Community leadership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 793,100 | 798,275 | 800,000 |
| Target Bonus (% of salary) | 95% (program consistent across years; individual target disclosed for 2023–2024) | 95% | 100% |
| Non-Equity Incentive (STI) Paid ($) | 2,923,912 | 894,900 | 804,000 |
| Stock Awards (RSUs/PSUs) ($) | 1,691,684 | 2,024,259 | 2,837,771 |
| Option Awards ($) | 594,846 | 600,685 | — (no 2024 options granted) |
| Change in Pension Value ($) | 13,734 | 20,740 | 21,763 |
| All Other Compensation ($) | 94,791 | 91,436 | 84,602 |
| Total ($) | 6,112,067 | 4,430,295 | 4,548,136 |
Performance Compensation
Short-Term Incentive (STI) – 2024 Structure and Outcomes
| Component | Weighting | Target/Measure | Actual/Payout | Notes |
|---|---|---|---|---|
| Business Results | 60% | Budgeted EBITDA after approved adjustments | Payout disclosed in aggregate (part of overall 104%) | Segment-level budget adjustments reduced 2024 EBITDA budget by 11.7% . |
| Value Creation | 10% | Incremental recurring EBITDA target: $600mm for 2024 under VEP | 200% payout; exit run-rate >$800mm | Drives progress toward $1bn recurring EBITDA by end of 2025 . |
| Safety Performance | 20% | TRIR (50%), PSIR (50%) | TRIR 0.127; PSIR 0.021 → 153% payout | Second-lowest TRIR year; lowest injury count in history . |
| Sustainability | 10% | PPAs 700 GW; energy efficiency +1%; 180kt recycled/renewable polymers | PPAs 2,042 GW (200%); +1.5% efficiency (151%); 203kt polymers (139%) → 163% payout | Milestones set by C&TD Committee . |
| Company Performance Overall | — | Weighted composite of above | 104% payout | CEO has no individual component; other NEOs include individual . |
| Individual Performance (Rhenman) | 25% of STI assessment for non-CEO | Leadership and APS execution | 90% rating; STI payout = 101% of salary → $804,000 | APS improved TRIR by 33%, progressed circular solutions and “At Your Service” transformation; business results below plan . |
Target Bonus Percent
| Year | Target Bonus (% of salary) |
|---|---|
| 2023 | 95% |
| 2024 | 100% |
Long-Term Incentives (LTI) – Design and Grants
| Item | Detail |
|---|---|
| LTI vehicle mix | 60% PSUs; 40% RSUs (no stock options granted in 2024) . |
| LTI target value | 310% of base salary (Rhenman) . |
| PSU metrics | Relative TSR and Free Cash Flow per share over three years; TSR leg capped at 100% if TSR is negative . |
| 2024 PSU grant | Target 15,631 units; Max 31,262 units; grant date 2/22/2024 . |
| 2024 RSU grant | 10,421 units; ratable vesting over 3 years beginning at grant date 2/22/2024 . |
| Latest PSU payout | 2022–2024 performance cycle paid 79% (negative TSR; FCF/share below target) . |
Vesting Schedules (as of 12/31/2024)
| Award Type | Quantity | Vesting Dates | Market/Payout Value Basis |
|---|---|---|---|
| Unvested RSUs | 22,752 | 5,970 (2/24/2025); 6,361 (2/23/2026); 3,475 (2/22/2025); 3,473 (2/22/2026); 3,473 (2/22/2027) | $1,689,791 at $74.27 closing price (12/31/2024) . |
| Unearned PSUs | 28,352 | Performance period ends 12/31/2026; pays 0–200% in 1Q2027 | $2,105,703 at $74.27 (assumes 100% target for valuation) . |
| Unexercisable Options (near-term) | 7,868; 16,102 | 7,868 vest 2/24/2025; 8,051 vest 2/23/2025; 8,051 vest 2/23/2026 | Strike $89.26 (exp 2/24/2032); $94.65 (exp 2/23/2033) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/1/2025) | 68,253 shares; 119,482 stock options exercisable within 60 days; RSUs within 60 days not applicable to Rhenman (zero listed) . |
| Ownership vs shares outstanding | Each listed individual (including Rhenman) beneficially owns <1% of outstanding shares . |
| Ownership guidelines | Required 3x base salary; Rhenman holds 9.0x; executives cannot sell until guidelines met; only beneficially owned shares and RSUs count (not PSUs/options/dividend equivalents) . |
| Compliance status | Complies (9.0x vs 3x requirement) . |
| Hedging/pledging | Prohibited: no hedging, short sales, pledging, or margin accounts for executives and immediate family/related entities . |
Outstanding Equity Awards Detail (12/31/2024)
| Grant | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| Stock option | 10,666 | — | 80.68 | 7/15/2029 |
| Stock option | 38,402 | — | 78.15 | 2/20/2030 |
| Stock option | 30,707 | — | 99.21 | 2/25/2031 |
| Stock option | 15,737 | 7,868 | 89.26 | 2/24/2032 |
| Stock option | 8,051 | 16,102 | 94.65 | 2/23/2033 |
| RSUs (unvested) | — | 22,752 | — | See vesting schedule above |
| PSUs (unearned) | — | 28,352 | — | Performance period to 12/31/2026 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Executive Severance Plan | If terminated without Cause or resigns for Good Reason: lump sum equal to prior year base salary + target bonus; CEO receives 2x; other NEOs 1x. COBRA subsidy (approx. $35k), 18 months life insurance subsidized coverage, and outplacement assistance . |
| Change-in-control | “Double trigger”: within 12 months of CoC + qualifying termination → accelerated/pro-rated equity; cash severance equals 2x base + target bonus (CEO 3x) . |
| Equity treatment summary | Accelerated/pro-rated vesting per award type under death/disability, retirement, cause/good reason, and CoC events (details in proxy) . |
| Clawback | Robust clawback covering misconduct and accounting restatements; RSUs include recoupment tied to misconduct/breach of restrictive covenants . |
| Potential Payments – Illustrative Totals (Rhenman) | Death/Disability: $3,593,406; Retirement/Termination without Cause: $4,670,173; Good Reason resignation: $1,600,000 (cash severance); CoC termination: $6,793,406 (includes cash severance $3,200,000 and accelerated equity values at $74.27) . |
| Definitions | “Cause” and “Good Reason” defined in plan (e.g., willful breach, misconduct, felony, etc.) . |
Compensation Structure Analysis
- Shift to performance equity and retention: 2024 eliminated stock options; LTI mix set to 60% PSUs / 40% RSUs; RSUs moved from 3-year cliff to 3-year ratable to improve retention and gradual ownership .
- LTI scale: Rhenman’s LTI target remained 310% of base salary in 2024; total LTI grant value ~$2.48mm .
- STI rigor and payouts: 2024 company STI paid 104% overall despite EBITDA headwinds, reflecting strong safety (153%), sustainability (163%), and VEP value creation (200%) performance .
- Pay-for-performance calibration: 2022–2024 PSU payout at 79% due to negative TSR and FCF/share below target; TSR leg capped at 100% when negative .
Performance & Track Record
- APS segment execution: Led APS through asset restructuring and service transformation; advanced circular solutions at OEMs; improved APS NPS; improved segment TRIR by 33%; 2024 business results below plan .
- Corporate value creation: Contributed APS projects toward VEP, supporting >$800mm recurring annual EBITDA exit run-rate in 2024 vs $600mm target (200% payout on value creation metric) .
- Shareholder outcomes: Company’s pay program achieved 98%/98%/97% say-on-pay approvals in 2024/2023/2022, signaling investor support for compensation alignment .
- Company performance context: 2024 net income ~$1,367mm and EBITDA ~$3,456mm; value of $100 TSR at $106.51 (company) vs $146.15 (peer group) in 2024; PSU payout reflects relative TSR in upper half despite negative absolute TSR .
Compensation Peer Group (2024)
18-company peer set including 3M, ADM, Caterpillar, Cummins, Deere, Dow, DuPont, General Dynamics, HF Sinclair, Honeywell, International Paper, Johnson Controls, Linde, Marathon Petroleum, Phillips 66, PPG, Sherwin-Williams, Valero; peer median revenue ~$36.3bn vs LYB 2024 revenue ~$40.3bn .
Equity Ownership & Guidelines Compliance
- Required multiple: 3x base salary; Rhenman at 9.0x; quarterly compliance checks; only beneficially owned shares and RSUs count; may sell only shares exceeding required levels .
- Policy prohibitions: No hedging, short sales, pledging, or margin accounts; extends to immediate family/related entities .
Related Party Transactions & Governance Practices
- Related party approval: Audit Committee reviews transactions per policy thresholds; ongoing disclosures via annual questionnaires .
- Governance practices: Double-trigger CoC vesting; clawbacks; independent compensation consultant; peer benchmarking; no excise tax gross-ups; no option repricing without shareholder approval .
Investment Implications
- Alignment: High equity ownership (9x salary vs 3x requirement) and strict hedging/pledging bans signal strong alignment; ability to sell above guideline may create limited discretionary selling once vesting occurs .
- Near-term vesting calendar: Multiple RSU tranches vest in Feb 2025/2026/2027; options vest in Feb 2025/2026; but many options have strikes ($89–$99) above 12/31/2024 market ($74.27), reducing near-term exercise pressure and potential selling tied to options .
- Retention economics: Severance is moderate (1x base+target; 2x upon CoC) with double-trigger equity vesting—balanced protection without excessive golden parachutes; clawbacks and restrictive covenants add discipline .
- Execution risk: APS business results missed plan in 2024 despite operational improvements; continued VEP contributions and circular growth initiatives are positives, but segment demand and margins remain headwinds per company outlook .
- Pay-for-performance: PSU payout at 79% and STI at 104% reflect calibration to company outcomes (safety, sustainability, VEP) amid EBITDA pressure; ongoing mix of PSUs/RSUs and elimination of options lowers risk and strengthens long-term alignment .