Florian J. Kohl
OLINAbout Florian J. Kohl
Florian J. Kohl (age 53) is Vice President and President, Epoxy & International at Olin, appointed in April 2024 after joining Olin in March 2023 to lead Blue Water Alliance, the JV with Mitsui focused on caustic soda and EDC trade and liquidity management; he previously spent 22 years at Celanese, culminating as Vice President, Global Vinyls Chain & Head of Acetyls Americas with full P&L responsibility for a $2.5B business . Company performance context during his initial tenure: 2024 Adjusted EBITDA $873.9 million, net income $108.6 million, and Levered Free Cash Flow $408.4 million, with relative TSR shown in pay-versus-performance disclosure (TSR value index $221 for 2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Celanese Corporation | Vice President, Global Vinyls Chain & Head of Acetyls Americas | 22-year tenure (prior to 2023) | Led global vinyls chain with full P&L responsibility for ~$2.5B business across US, Germany, China; senior roles in general management, M&A integration, supply chain, procurement . |
| Olin Corporation | General Manager, Blue Water Alliance JV (with Mitsui) | Mar 2023–Apr 2024 | Built JV trade and liquidity management for caustic soda and EDC, leveraging partners’ strengths . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base salary | $579,167 | Base salary increases approved effective Jan 1, 2024, plus an adjustment upon his June 1, 2024 promotion to VP & President, Epoxy & International . |
| STIP target | $450,000 | Short-term incentive target; divisional weighting applies; actual earned shown below . |
| STIP earned | $72,000 | Reflects below-threshold financial results and partial non-financial goal achievement in 2024 . |
| Retention bonus | $1,000,000 | Vesting: 10% 7/1/2024; 20% 1/1/2025; 30% 7/1/2025; 40% 1/1/2026; subject to non-compete/non-solicit/confidentiality . |
Performance Compensation
STIP design and 2024 outcomes (divisional executive)
| Metric | Weighting | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Division Adjusted EBITDA (Chemicals) | 60% of financial portion | $940.3mm | $1,306.0mm | $1,567.2mm | $816.0mm | —% (below threshold) . |
| Division Adjusted Cash Flow (Chemicals) | 60% of financial portion | $756.0mm | $1,050.0mm | $1,260.0mm | $673.7mm | —% (below threshold) . |
| Corporate Adjusted EBITDA | 20% of financial portion | $1,080.0mm | $1,500.0mm | $1,800.0mm | $1,000.2mm | —% (below threshold) . |
| Corporate Levered Free Cash Flow | 20% of financial portion | $493.2mm | $685.0mm | $822.0mm | $408.4mm | —% (below threshold) . |
| Strategic Goals (non-financial) | 20% overall | — | — | — | Achieved | 15.0% of target . |
| Safety, Health & Environmental | 20% overall | — | — | — | Partially achieved | 1.0% of target . |
Notes:
- For 2024 STIP, financial metrics comprise 80% of the award; non-financial objectives comprise 20%. For divisional executives (including Kohl), the financial component is split 60% division / 20% corporate; all divisions shared equally in non-financial goals .
- Kohl’s 2024 STIP earned amount was $72,000, consistent with below-threshold financial results and limited non-financial payout .
LTIP structure and awards
| Element | Design | 2024 Grants/Targets | Vesting |
|---|---|---|---|
| PSUs (50% of LTIP target) | Half tied to relative TSR vs S&P 1500 Materials + Huntsman (0–200% payout); half tied to annual and cumulative Net Income goals (0–200% payout) . | Target 2,152 PSUs; max 5,738 PSUs (granted 2/22/2024) . | Three-year performance period ending 12/31/2026; TSR payout curve and Net Income payout schedule per plan . |
| Stock options (50% of LTIP target) | 10-year options; three equal annual tranches; Black-Scholes sizing; no repricing/backdating . | 12,413 options at $52.29 strike; grant 2/22/2024 . | Vest 1/3 annually starting 2/22/2025; expire 2/22/2034 . |
| RSUs (promotion/hire grants) | Time-vested RSUs; used for new hire/promotion . | 2,500 RSUs (grant 2/22/2024; $130,725 FV); 5,000 RSUs (grant 6/01/2024; $267,500 FV) . | Promotion grant (5,000) vests: 1,250 on first anniversary; 1,250 second; 2,500 third anniversary of start date . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 4,138 shares beneficially owned; includes options exercisable within 60 days; percent of common stock is below 1% (shares outstanding 115,083,118 as of 3/3/2025) . |
| Outstanding unvested RSUs | 10,000 RSUs unvested; market value $338,000 at 12/31/2024 closing price $33.80 . |
| Outstanding PSUs (unearned) | 5,738 PSUs at max; target 5,738 unearned shown at target-based valuation $193,944 at $33.80 . |
| Options (2024 grant) | 12,413 unexercisable (vesting begins 2/22/2025), strike $52.29, expires 2/22/2034; options are out-of-the-money vs 12/31/2024 close $33.80, reducing near-term exercise/selling pressure . |
| Ownership guidelines | Executives must hold stock equal to multiples of salary: CEO 6x, SVP 3x, VP 2x; covered executives were in compliance to the extent possible as of 12/31/2024 . |
| Hedging/pledging | Prohibited for directors/executive officers; as of 3/3/2025, no shares pledged by any director or executive officer . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance plan (no CIC) | If terminated without Cause: cash equal to 1x salary + 1x target bonus (12 monthly installments); pro-rata STIP if termination in last three quarters; pro-rata PSUs based on actual performance; payment of any unvested retention bonus; 12 months medical/dental/life benefits at active rates; up to 12 months outplacement . |
| Change-in-control (double-trigger) | CIC severance: cash equal to 2x salary + 2x target bonus (lump sum) for most execs; vest PSUs at target; RSUs vest at maximum; stock options vest; payment of any unvested retention bonus; benefits continuation for 24 months; outplacement up to 12 months. LTIP grants beginning 2025 use double-trigger for PSUs if assumed . |
| Estimated payouts (as of 12/31/2024) | Termination without Cause (no CIC): total $2,525,108 (cash $1,500,000; equity $64,648; retention $900,000; benefits $20,460; outplacement $40,000) . CIC termination: total $4,062,863 (cash $2,550,000; equity $531,944; retention $900,000; benefits $40,919; outplacement $40,000) . |
| Clawback | Policy to recoup incentive compensation upon restatement impacting performance metrics . |
| Tax gross-ups | None for 280G/409A; company uses “best net after-tax” reduction if applicable . |
| Non-compete/non-solicit | Included in severance release and retention agreements . |
Performance Compensation – Detailed PSU Mechanics
| PSU Component | Weighting | Payout Scale | Notes |
|---|---|---|---|
| Relative TSR vs S&P 1500 Materials + Huntsman | 50% of PSUs | 0–200%: 80th percentile = 200%; 50th = 100%; 20th = 25%; below 20th = 0% . | TSR calculated using 20-trading-day average price . |
| Net Income (annual years 1–3 and cumulative) | 50% of PSUs | 0–200%: 100% of goal = 100%; 60% = 50%; 140%+ = 200%; linear interpolation between points . | Annual goals weighted 20% each; cumulative weighted 40% to reflect cyclical earnings . |
Additional Compensation and Governance Context
- 2024 “Say-on-Pay” approval: ~96.6% support, indicating strong shareholder endorsement of the program .
- Executive comparator group (21 chemical peers) used for market benchmarking: Air Products, Albemarle, Avient, Axalta, Cabot, Celanese, CF Industries, Chemours, Corteva, DuPont, Eastman, Ecolab, FMC, IFF, Mosaic, PPG, RPM, Scotts Miracle-Gro, Sherwin-Williams, Huntsman, Westlake .
- No option repricing; grant practices avoid backdating; 2024 options granted the day after committee approval and >10 business days after earnings release .
- Related party transactions: none in 2024 .
Investment Implications
- Pay-for-performance alignment: Kohl’s 2024 STIP payout was minimal ($72k vs $450k target) as Chemicals division and corporate financial metrics were below thresholds; only limited non-financial goals paid out, signaling discipline in incentive outcomes when divisional performance lags .
- Retention and supply overhang: A $1,000,000 retention bonus vests through Jan 2026 and RSU tranches vest in 2025–2027 (promotion grant: 1,250/1,250/2,500), indicating structured retention but some incremental share issuance over the next three years; options are out-of-the-money ($52.29 strike vs $33.80 year-end), reducing near-term exercise/selling pressure .
- Ownership alignment: Direct beneficial ownership is de minimis (4,138 beneficially owned via near-term exercisable options, <1%), though Olin enforces ownership multiples (VP 2x salary) and prohibits hedging/pledging; governance mitigates misalignment risk, but low personal share ownership may be viewed as a modest alignment shortfall for a P&L leader .
- Change-of-control economics: CIC payout potential ($4.06M) includes automatic vesting at target/max for PSUs/RSUs and option vesting, with “best net after-tax” protection; while standard for peers, it implies meaningful acceleration risk if strategic events occur, partly offset by double-trigger PSU treatment for 2025 grants .
- Execution track record: Kohl’s Celanese and JV leadership background is directly relevant to Epoxy & International; company-level 2024 outcomes included disciplined cash generation ($408.4mm LFCF) and productivity gains ($250+mm), providing a platform to evaluate his division execution going forward .