David Stasse
TrinseoAbout David Stasse
David Stasse, age 54, is Executive Vice President & Chief Financial Officer of Trinseo (NYSE: TSE) and has served as CFO since July 2019 after joining the company in 2013 as Vice President & Treasurer; he holds an MBA in Finance from the University of Maryland and a BS in Business Logistics from Penn State University . Company performance during his recent tenure has been challenged, with 2024 net sales of approximately $3.5 billion, a net loss of $(348.5) million and Adjusted EBITDA of $203.7 million; the “value of an initial $100 investment” in TSE was $16 in 2024 versus peer group $146, highlighting underperformance and heavy restructuring execution requirements . His compensation structure emphasizes pay-for-performance with material at-risk components tied to Adjusted EBITDA, free cash flow, Responsible Care metrics, and relative TSR for equity awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinseo | EVP & CFO | 2019–present | Led financing, corporate finance, investor relations; key role in debt refinancing and portfolio actions . |
| Trinseo | VP & Treasurer; later VP Treasury & IR | 2013–2019 | Built treasury, bank/rating agency relationships; added Corporate Finance and IR oversight . |
| Freescale Semiconductor | VP & Treasurer | 2008–2013 | Managed global treasury for major semiconductor manufacturer . |
| MBNA Corporation | First VP, Debt Capital Markets | Prior to 2006 | Capital markets execution and funding management . |
| SPX Corporation | Treasury Manager | Prior | Corporate treasury responsibilities . |
| Honeywell International | Director, Corporate Finance (and prior finance roles) | 1998–2004 | Corporate finance leadership across multiple functions . |
External Roles
- None disclosed in company filings for public company directorships or committee roles .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 565,000 | 565,000 |
| Target Bonus % of Salary | 75% | 75% | 75% |
| Target Bonus ($) | 412,500 | 423,750 | 423,750 |
| Actual ACI Bonus Paid ($) | 206,250 | 261,453 | 396,535 |
| All Other Compensation ($) | 61,342 | 64,124 | 64,139 |
Performance Compensation
Annual Cash Incentive (ACI) Plan – Weighting, Targets, Results, and Payout
| Metric | Weight | Target | Actual | Payout as % of Target | Contribution to Total Bonus |
|---|---|---|---|---|---|
| 1H 2024 Adjusted EBITDA | 7.5% | $90M | $74M | 0% | 0% |
| 2H 2024 Adjusted EBITDA | 15% | $119M | $113M | 79% | 5.91% |
| FY 2024 Adjusted EBITDA | 7.5% | $213M | $187M | 51% | 7.67% |
| Free Cash Flow | 30% | $(50)M | $8M (adjusted) | 100% (negative discretion) | 30% |
| Responsible Care – TRIR | 5% | 0.25 | 0.3 | 0% | 0% |
| Responsible Care – Spills | 5% | 8 | 5 | 200% | 10% |
| Responsible Care – Process Safety | 5% | 2 | 0 | 200% | 10% |
| Individual Goals | 25% | Set per NEO | Assessed | 120% for Stasse | 30% |
| Total ACI Payout as % of Target | — | — | — | — | 93.58% (Stasse) |
- Individual goals for Stasse included corporate Adjusted EBITDA, free cash flow, capital spending, margins, cost savings and cash preservation, corporate finance restructuring, sustainability, and safety .
- Committee applied negative discretion to reduce FCF metric payout to Target (100%) despite exceeding the maximum, considering share price decline, EBITDA results, and relative TSR .
Long-Term Incentive (LTI) Awards – 2024 Grants and Vesting
| Award Type | Grant Date | Units/Target | Exercise Price | Grant Date FV ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | 2/21/2024 | 105,657 | $4.40 | 264,143 | Time-based, 3 equal annual installments beginning 2/21/2025 . |
| RSUs | 2/21/2024 | 60,013 | — | 264,058 | Time-based, 3 equal annual installments beginning 2/21/2025 . |
| PSUs (relative TSR) | 2/21/2024 | Target 80,017; Max 160,034 | — | 228,849 | Performance-based; partial vesting on each of 1st, 2nd, 3rd anniversaries based on relative TSR . |
- 2024 Stasse LTI target equals 205% of base salary ($1,158,250), split 30% options, 30% RSUs, 40% PSUs .
PSU Max Fair Value (Context)
| NEO | 2024 PSU Maximum Grant Date FV ($) |
|---|---|
| David Stasse | 457,697 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Shares Beneficially Owned | 193,655 |
| Percent of Outstanding | * (<1%) |
| Shares Acquirable within 60 Days (Options) | 116,036 |
| Stock Ownership Guidelines | 2x base salary for NEOs; 5-year accumulation period |
| Compliance Status | As of 3/31/2025, Stasse had passed accumulation date and was in compliance; only CEO was not compliant due solely to stock price decline (not deemed breach) |
| Share Retention Requirement (until compliant) | Retain 50% of net shares from RSUs, options exercises, and PSUs |
| Hedging/Pledging | Prohibited for employees and directors |
| Insider Selling | None of the NEOs sold Trinseo shares in 2024 |
2024–2027 Vesting Calendar (Stasse)
| Award | Installment Dates | Shares per Installment | Notes |
|---|---|---|---|
| Options (2024 grant) | 2/21/2025; 2/21/2026; 2/21/2027 | 35,219 each year (105,657 ÷ 3) | Time-based vesting in 3 equal tranches. |
| RSUs (2024 grant) | 2/21/2025; 2/21/2026; 2/21/2027 | 20,004 each year (60,013 ÷ 3) | Time-based vesting in 3 equal tranches. |
| PSUs (2024 grant) | 2/21/2025; 2/21/2026; 2/21/2027 | Performance-based; partial vest annually | Based on relative TSR; 0–200% of target . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Effective July 1, 2019; initial 1-year term with automatic 1-year renewals; can be non-renewed with 90 days’ notice . |
| Base Salary & Target Bonus at Hire | $475,000 base; target bonus 65% of base; 2020 LTI grant value = 135% of base (illustrative mix: 30% options, 30% RSUs, 40% PSUs) . |
| Severance (No CIC) | 1.5x salary + target bonus, paid monthly over 18 months; 18 months health benefits continuation; subject to release and 409A six-month delay for some payments . |
| Change-in-Control (Double Trigger) | 2.0x salary + target bonus, paid as lump sum; health benefits treatment per CIC terms; 280G cutback to maximize after-tax outcome (no gross-ups) . |
| Restrictive Covenants | 2-year non-compete and 2-year non-solicit; confidentiality survives termination . |
| Severance Scenario Values (as of 12/31/2024) | See table below . |
Severance Scenario Values (as of 12/31/2024)
| Trigger | Cash Separation ($) | Value of Unvested Equity ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|
| Termination Without Cause | 1,483,125 | 549,884 | 42,964 | 2,075,973 |
| Death | — | 850,747 | — | 1,350,747 (incl. $500,000 insurance) |
| Disability | — | 850,747 | — | 1,100,747 (incl. $250,000 insurance) |
| Retirement | — | 850,747 | — | 850,747 |
| Change in Control (Double Trigger) | 1,977,500 | 1,239,178 | 42,964 | 3,259,642 |
Retirement & Deferred Compensation
- U.S. 401(k) plan with discretionary company contributions and matching; non-qualified savings/deferral plan allows pre-tax deferrals with company match and discretionary contributions; NEOs do not participate in defined benefit plans; no SERP .
Retention Awards
| Executive | Award | Vesting | Rationale / Notes |
|---|---|---|---|
| David Stasse | $2,000,000 one-time cash retention award | Time-vested in two equal annual installments; pays out in full or part upon certain terminations (e.g., without cause, death, disability, CIC); forfeited otherwise | To retain CFO during extreme industry volatility; to manage debt refinancing, Deepak sale & licensing, and ongoing litigation; not expected to recur . |
Performance & Track Record
| Year | Value of $100 Investment (TSE) | Peer Group ($100) | Net (Loss) Income ($mm) | Adjusted EBITDA ($mm) |
|---|---|---|---|---|
| 2024 | 16 | 146 | (348.5) | 203.7 |
| 2023 | 26 | 146 | (701.3) | 154.3 |
| 2022 | 68 | 132 | (430.9) | 311.7 |
- 2024 ACI metrics set with exclusions for Amercias Styrenics JV earnings and raw material timing; FCF metric adjusted to eliminate management actions that could artificially influence results; committee exercised negative discretion on FCF payout .
Governance, Ownership Guidelines, and Clawbacks
- Share ownership guidelines: 2x base salary for NEOs, 6x for CEO; 5-year accumulation; retention rules until compliant; Stasse compliant as of 3/31/2025 .
- Clawback policy: Company can recoup incentive-based compensation upon accounting restatement or covenant breaches; equity awards allow reimbursement for breaches or overpayment due to inaccurate data .
- No hedging or pledging permitted for employees and directors .
- Compensation committee practices include double-trigger CIC, no 280G gross-ups, minimum 12-month vesting, no option repricing without shareholder approval, and independent consultant benchmarking (Willis Towers Watson) .
Related Party Transactions
- On appointment, TSE disclosed no transactions since January 1, 2018 exceeding $120,000 in which Stasse had a direct or indirect material interest .
Compensation Structure Analysis
- High at-risk mix: LTI target of 205% of salary with 40% PSUs (relative TSR) and 60% time-based (options/RSUs) aligns with performance but preserves some retention value .
- Introduction of FCF metric (30% weight) increased focus on liquidity and cash preservation; negative discretion capping payout signals governance restraint amid share price declines .
- One-time $2 million retention award underscores elevated retention risk during refinancing and portfolio actions; committee emphasizes non-recurring intent .
Investment Implications
- Alignment: Stasse’s compensation ties meaningfully to EBITDA, FCF, safety, and TSR, with clawbacks and ownership requirements reinforcing alignment; no hedging/pledging reduces risk of misalignment .
- Retention & Selling Pressure: The two-year cash retention vesting and upcoming 2025–2027 vest tranches (options/RSUs/PSUs) suggest retention focus; no 2024 insider sales and hold requirements mitigate near-term selling pressure, though option exercises and PSU settlements can create episodic liquidity events .
- Event Optionality: Double-trigger CIC severance (2x salary+bonus, lump sum) and full/partial acceleration of equity in CIC scenarios can create incentives aligned with shareholder value in strategic transactions; 280G cutbacks limit excess parachute tax exposure .
- Execution Risk: Company TSR and net losses highlight operational challenges; the CFO’s role in refinancing and portfolio actions is critical to turnaround and liquidity management—retention award indicates board’s view of his importance to value creation initiatives .