Angelo Chaclas

About Angelo Chaclas

Angelo N. Chaclas is Senior Vice President, Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of Trinseo (TSE). He has served as CLO since January 2015 and joined Trinseo in 2010 as Associate General Counsel & Chief Intellectual Property Counsel; he is age 61 and holds a B.S. in Mechanical Engineering (Tufts University) and a J.D. (Pace University) . In his role, he oversees global legal support across capital markets, transactional, compliance, commercial, litigation, regulatory, governance, and IP matters worldwide .

Past Roles

External Roles

• No public company board roles or committee positions disclosed for Chaclas .

Fixed Compensation

2023 “All Other Compensation” components included 401(k) contributions of $29,817 and non-qualified deferred compensation contributions of $28,500 .

Performance Compensation

Annual Equity and Option Values (as reported)

Long-Term Incentive design and vesting

• 2021–2022: Equity grants under the Amended & Restated 2014 Omnibus Incentive Plan were comprised of options (30%), RSUs (30%), and PSUs (40%) with vesting: options vest in 3 equal annual tranches; RSUs vest in full on the 3rd anniversary; PSUs partially vest on each of the first, second, and third anniversaries .
• 2023: Chaclas received a retention equity award equal to his ordinary annual LTI grant for 2023, comprised of 50% RSUs and 50% PSUs; PSU maximum grant-date fair value assumption at 200% of target was $1,285,414 .
• 2024: Grants included options, RSUs, and PSUs; awards are scheduled annually in February .

Plan-Based Awards Detail (grants and counts)

Annual Cash Incentive (ACI) – 2021 metrics and payout

Equity Ownership & Alignment

Beneficial Ownership

Share ownership guidelines: CEO 6x salary; other NEOs 2x salary. Due solely to stock price declines, Chaclas was not in compliance as of Dec 31, 2022 and Dec 31, 2023; until compliant, he must retain 50% of net shares from RSUs, options exercises, and PSUs vesting. None of the NEOs sold Trinseo shares in 2023 .

Outstanding & Unvested Equity (as of year-end)

• As of Dec 31, 2024 (reported in 2025 proxy):

• As of Dec 31, 2023 (reported in 2024 proxy):

Alignment policies:

• Anti-hedging and anti-pledging policy prohibits hedging/monetization and pledging, margin accounts, and derivative transactions; pledging requires preapproval and demonstration of repayment capacity .
• Share ownership guidelines must be achieved within 5 years of hire; holding requirements apply until compliant .

Employment Terms

Severance and Change-in-Control Economics (Angelo N. Chaclas)

Additional terms:

• Equity acceleration: Under the Equity Plan, RSUs and options vest in full upon death, disability, or change-in-control; PSUs vest in full upon change-in-control and in part upon death or disability; termination without cause leads to partial vesting in certain circumstances .
• Clawback/recoupment: Company adopted an enhanced Policy for Recoupment of Incentive Compensation in Nov 2023 to recover cash and equity incentives tied to financial metrics if a restatement occurs; board may cancel awards or require reimbursement; equity award agreements contain additional recoupment provisions for covenant breaches or overpayments due to inaccurate data .
• Double-trigger: Change-in-control benefits require termination without cause or resignation for good reason following a change-in-control .
• No 280G gross-ups permitted in executive agreements .

Investment Implications

• Pay-for-performance alignment: High proportion of at-risk compensation with explicit operating metrics (EBITDA, safety, individual goals) and multi-year equity vesting promotes retention and execution focus; 2023 retention equity for Chaclas underscores retention importance amid stock volatility .
• Ownership alignment and selling pressure: Chaclas is under ownership guidelines due to stock price decline and must retain 50% of net shares from vesting/exercise; combined with anti-hedging/anti-pledging policies and no 2023 insider selling by NEOs, near-term selling pressure appears muted despite sizable unvested RSUs/PSUs and options outstanding .
• Change-in-control economics: Increase in Chaclas’s CiC cash multiple from 1.5x (2021–2022) to 2.0x (2023) raises potential payout on strategic outcomes, while double-trigger protections reduce windfall risk and support retention through transactions .
• Governance safeguards: Enhanced clawback policy, prohibitions on hedging/pledging, and clear equity vesting rules mitigate misalignment risks and indicate robust compensation governance under the Compensation Committee .