Teresa M. Vermillion
OLINAbout Teresa M. Vermillion
Teresa M. Vermillion is Vice President and Treasurer of Olin Corporation, serving as an executive officer since February 1, 2018; she is 49 years old per the latest proxy . Her core credentials span corporate treasury, capital markets execution, and tax leadership, having previously served as Olin’s Vice President, Tax and Director, Tax Planning & Financial Analysis, and earlier as a Senior Tax Manager at Ernst & Young . Olin’s recent performance context: revenues declined from $9.38B in FY 2022 to $6.54B in FY 2024 and EBITDA fell from $2.43B to $0.87B over the same period, reflecting a difficult chemicals cycle and softer Winchester commercial demand ; see performance table below with detailed values [GetFinancials].
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Olin Corporation | Vice President & Treasurer | 2018–Present | Leads corporate treasury, liquidity, and capital markets; signatory on financing and indentures across subsidiaries . |
| Olin Corporation | Vice President, Tax | 2015–2018 | Directed global tax strategy and compliance; supported post-2015 Dow assets acquisition integration . |
| Olin Corporation | Director, Tax Planning & Financial Analysis | 2010–2015 | Drove planning and analytics for tax-efficient capital allocation . |
| Ernst & Young | Senior Tax Manager | Pre-2010 | Led complex tax advisory, underpinning later corporate tax leadership . |
External Roles
- Not disclosed in the OLN proxy biography for executive officers reviewed .
Fixed Compensation
- Teresa is not listed as a Named Executive Officer (NEO) in the 2024 CD&A; specific base salary and bonus paid are not disclosed for non-NEOs .
- Company-wide policies applicable to executive officers: no excise or 280G/409A tax gross-ups, no hedging or pledging, clawback policy, and stock ownership guidelines requiring Vice Presidents to hold 2x base salary in stock; covered executives were in compliance as of December 31, 2024 .
Performance Compensation
Olin’s 2024 executive incentive framework (applies to “all executive officers, including our NEOs”) used 80% financial and 20% non-financial metrics; corporate officers’ financial metrics were Adjusted EBITDA and Levered Free Cash Flow (LFCF) .
| Metric (Corporate) | Weighting | Threshold | Target | Maximum | Actual | Actual Payout | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | Part of 80% | $1,080.0M | $1,500.0M | $1,800.0M | $1,000.2M | —% (below threshold) | Cash STIP (paid early 2025) . |
| Levered Free Cash Flow | Part of 80% | $493.2M | $685.0M | $822.0M | $408.4M | —% (below threshold) | Cash STIP (paid early 2025) . |
| Strategic Goals | Part of 20% | — | — | — | — | 15.0% of target | Cash STIP . |
| Safety/Health/Environmental | Part of 20% | — | — | — | — | 1.0% of target | Cash STIP . |
Long-Term Incentive Program (LTIP) design (company-level):
- 2024 grants comprised 50% performance share units (PSUs) and 50% stock options, with options vesting in three equal annual installments (10-year term; grant price equals average of high/low on grant date) .
- PSU metrics: 50% relative TSR vs S&P 1500 Materials plus Huntsman, with a 0–200% payout curve; 50% Net Income measured annually and cumulatively over three years with 0–200% payout curve .
- Beginning in 2025, mix shifts to 60% PSUs and 40% time-vested RSUs; PSUs adopt double-trigger change-in-control vesting .
Equity Ownership & Alignment
- Hedging and pledging are broadly prohibited for directors and executive officers; as of March 3, 2025, no shares of Olin common stock were pledged by any director or executive officer .
- Stock ownership guidelines: 2x base salary for Vice Presidents; all covered executives were in compliance, to the extent possible, as of December 31, 2024 .
- Executive share counts for non-NEOs (including Treasurer) are not itemized in the Security Ownership table; beneficial ownership details for Teresa are not disclosed in the proxy .
Employment Terms
- Executive appointment: Vice President & Treasurer effective February 1, 2018 .
- Governance framework: Compensation Committee approves executive employment, severance, and change-in-control agreements; enforces clawback, ownership guidelines, and prohibits hedging/pledging .
- Change-in-control: From 2025, PSU awards have double-trigger vesting upon a change in control .
- Retention arrangements in 2023: bonuses were granted to several executives (Slater, Flaugher, Kohl, O’Brien, Gumpel); Treasurer was not listed among recipients .
Performance & Track Record
- Financing execution: Teresa is a frequent authorized signatory on Olin financings and indentures across subsidiaries (e.g., receivables financing amendment and multiple supplemental indentures across 2020–2021), evidencing capital markets and treasury oversight .
- 2024 context: corporate Adjusted EBITDA and LFCF fell below STIP thresholds amidst challenging industrial demand and hurricane impacts; Winchester’s divisional metrics achieved partial payouts, while non-financial goals funded 16% of target .
OLN Financial Performance (FY 2022–FY 2024)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $9,376.2M ] | $6,833.0M ] | $6,540.1M ] |
| EBITDA ($USD) | $2,427.8M ] | $1,310.1M ] | $873.9M ] |
| Net Income ($USD) | $1,326.9M ] | $460.2M ] | $108.6M ] |
Notes: Values retrieved from S&P Global via GetFinancials.
Compensation Peer Group & Say‑on‑Pay
- 2024 comparator group (21 chemicals companies) used for benchmarking executive pay levels and design .
- 2024 Say-on-Pay received approximately 96.6% support; the committee viewed results as broad support and made no changes specifically due to the vote .
Risk Indicators & Red Flags
- No hedging, pledging, or option repricing; no related party transactions in 2024; clawback policy in place .
- 2024 corporate STIP financial metrics missed thresholds (EBITDA and LFCF), signaling earnings headwinds; non-financial payout of 16% provided limited baseline incentive funding .
- Change to LTIP mix in 2025 (greater PSUs, RSUs) indicates increased emphasis on performance-conditioned pay with retention-friendly elements .
Investment Implications
- Alignment: Prohibitions on hedging/pledging and ownership guidelines (2x salary for VPs) support alignment; no pledged shares reduces collateral-driven selling risk .
- Retention: Treasurer is not cited among 2023 retention bonus recipients, suggesting reliance on standard LTIP/ownership frameworks rather than special retention cash—retention risk appears moderate under company-wide policies .
- Trading signals: 2024 STIP corporate miss on financial metrics and lower EBITDA/net income trend reflect cyclical pressure; watch for Form 4 activity around multi-year PSU vesting cycles and annual option tranches, with options vesting over three years potentially creating periodic selling windows .
- Governance quality: Strong committee oversight, independent consultant (Exequity), clawback, and no tax gross-ups mitigate pay-for-performance and governance risk .