Francesca Reverberi
TrinseoAbout Francesca Reverberi
Francesca Reverberi, age 53, is Senior Vice President, Engineered Materials and Polymer Solutions at Trinseo (TSE). She was named SVP, Engineered Materials & Polymer Solutions in October 2024; has led the Engineered Materials segment since August 2023; and previously served as Chief Sustainability Officer from September 2021 to October 2024. She joined Trinseo in June 2011 after a carve-out from The Dow Chemical Company, where she held multiple commercial and product leadership roles across Emulsion Polymers, Hydrocarbons Aromatics & Derivatives (C4’s), Water Solutions, and Chelants . 2024 corporate conditions were “continued challenging” with persistent demand weakness; the ACI bonus framework for NEOs weighted EBITDA 30%, Free Cash Flow 30%, Responsible Care 15%, and Individual Goals 25%, resulting in Ms. Reverberi’s cash bonus payout at 88.34% of target for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinseo | SVP, Engineered Materials & Polymer Solutions | Oct 2024–present | Consolidates Engineered Materials and Polymer Solutions leadership |
| Trinseo | Segment Head, Engineered Materials | Aug 2023–Oct 2024 | Led EM segment through demand weakness and restructuring environment |
| Trinseo | Chief Sustainability Officer | Sep 2021–Oct 2024 | Oversaw sustainability strategy and reporting |
| Trinseo | SVP, Engineered Materials & Synthetic Rubber | — | Led EM and Synthetic Rubber businesses |
| Trinseo | Global Business Director, Performance Plastics | — | Led commercial strategy for performance plastics |
| Trinseo | Business Director, Basic Plastics | — | Led basic plastics business portfolio |
| Trinseo | Global Business Director, Synthetic Rubber | — | Led synthetic rubber commercial organization |
| The Dow Chemical Company | Product Director, Emulsion Polymers (Europe & Americas) | — | Owned product strategy and regional P&L for emulsion polymers |
| The Dow Chemical Company | Commercial Manager, Hydrocarbons Aromatics & Derivatives (Europe, incl. C4’s) | — | Managed commercial operations including C4’s chain |
| The Dow Chemical Company | Roles in Water Solutions & Chelants | — | Specialty businesses commercial leadership |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $541,168 | Paid/earned in CHF and converted at US$1.1417/CHF; employment agreement minimum base CHF 490,000 |
| Target Bonus % of Salary | 100% | ACI Plan target opportunity per employment agreement |
| Target Bonus Amount | $541,168 | Target payout calculation in ACI table |
| Actual Bonus Paid | $478,042 | Actual ACI payout at 88.34% of target |
| Stock Awards (RSUs/PSUs/RCUs) – Grant Date Fair Value | $415,151 | ASC 718 fair value; all awards converted at US$1.1417/CHF |
| Option Awards – Grant Date Fair Value | $— | No new option grant value recorded in 2024 for Reverberi |
Performance Compensation
| ACI Component | Weighting | Target | Actual | Payout as % of Target | Notes |
|---|---|---|---|---|---|
| EBITDA | 30% | Not disclosed | Not disclosed | 13.58% | Contribution to ACI payout for Ms. Reverberi |
| Free Cash Flow | 30% | Not disclosed | Not disclosed | 30% | Contribution to ACI payout for Ms. Reverberi |
| Responsible Care (RC) | 15% | Aggregate RC target | Aggregate RC actual | 20% | RC total credited at 20% of target |
| Individual Goals | 25% | Not disclosed | Not disclosed | 25% | Contribution to ACI payout for Ms. Reverberi |
| Total ACI Bonus Payout | — | 100% of Target | — | 88.34% | Final ACI payout rate for Ms. Reverberi |
Responsible Care® metric detail:
| Metric | RC Weight | Target | Actual | Payout as % of Target | Notes |
|---|---|---|---|---|---|
| Total Recordable Incident Rate (TRIR) | 5% | 0.25 | 0.3 | 0% | Safety outcome below target |
| Spills | 5% | 8 | 5 | 200% | Outperformance on spills |
| Process Safety Incidents | 5% | 2 | 0 | 200% | Outperformance on process safety |
| RC Total | 15% | — | — | 20% | RC portion credited at 20% |
Long-Term Incentive (LTI) structure and vesting:
- 2024 LTI Target: 120% of base salary; total target amount $649,401 (calculated in CHF and converted at US$1.1417/CHF) .
- Award Mix: RSUs 60%, PSUs 40% for Ms. Reverberi .
- Vesting: RSUs and RCUs vest in three equal annual installments starting on first anniversary of grant; RSUs granted prior to 2024 vest in full on the third anniversary; PSUs vest over four performance periods (three 1-year and one 3-year), based on relative TSR, with 0–200% vesting potential; options vest in three equal annual installments starting on first anniversary .
- PSU Grant Max Fair Value (2024): $251,022 at 200% scenario .
Equity Ownership & Alignment
| Item | Detail | Alignment Notes |
|---|---|---|
| Outstanding/Unvested Equity (as of 12/31/2024) | RSUs/RCUs unvested: 65,827 units; Market value: $335,718. PSUs unvested: 43,885 units; Market/Payout value: $223,814 (assuming target). Options: multiple historic grants; example strikes/expirations: 24.08 (exp. 2/22/2032) with 4,630 exercisable/9,262 unexercisable; 58.64 (exp. 2/16/2031) with 4,352 exercisable/2,177 unexercisable; 61.06 (exp. 2/17/2030) with 6,612 exercisable; older grants listed; 26.97 (exp. 2/22/2025) with 1,173 exercisable . | |
| Shares Acquired on Vesting (2024) | 2,723 shares; Value realized $13,016 | Demonstrates ongoing vesting cadence |
| Hedging/Pledging Policy | Company prohibits hedging and pledging; margin accounts prohibited; pledging requires preapproval and financial capacity | Reduces misalignment and leverage risk |
| Stock Ownership Guidelines | 2× base salary for NEOs; 5-year accumulation period; until met, must retain 50% of shares from RSU/PSU vesting and option exercises (net of taxes). As of Mar 31, 2025, only Bozich, Stasse, Chaclas past accumulation date; none of NEOs sold Trinseo shares in 2024 . | Strong retention, mitigates selling pressure |
Employment Terms
| Term | Ms. Reverberi Agreement Details |
|---|---|
| Agreement Date/Term | Employment agreement entered October 2021; indefinite term; company may terminate with 6 months’ notice; executive may terminate with 3 months’ notice |
| Base Salary Minimum (2024) | CHF 490,000 (subject to annual review; not decreased below prior year) |
| Target Bonus Opportunity | 100% of base salary under ACI Plan |
| Severance (No Cause) | 1.5× (base salary + target bonus), payable monthly over 18 months, subject to release |
| Change-in-Control (Double Trigger) | If terminated without cause or for good reason within 2 years after CIC, cash severance paid lump sum (same multiple) |
| Non-Compete/Non-Solicit | 2-year non-compete; 2-year non-solicit of employees/customers/suppliers; perpetual confidentiality |
| Clawback | Company maintains clawback policy for incentive compensation tied to restated financials; awards subject to cancellation/recoupment |
Potential payments (illustrative as of 12/31/2024):
| Trigger | Cash Separation Payment ($) | Value of Unvested Equity ($) | Health/Welfare ($) | Insurance Benefit ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause | 1,623,503 | 388,271 | — | — | 2,011,774 |
| Death | — | 498,801 | — | — | 498,801 |
| Disability | — | 498,801 | — | — | 498,801 |
| Retirement | — | 498,801 | — | — | 498,801 |
| Change in Control (Double Trigger) | 2,164,671 | 679,845 | — | — | 2,844,516 |
Compensation Structure Analysis
- High at-risk mix: LTI target 120% of salary (RSUs 60%, PSUs 40%) and ACI bonus target 100% of salary reflect elevated pay-at-risk levels aligned to performance .
- PSU performance metric: PSUs vest on relative TSR with 0–200% payout range across multi-year performance periods, directly aligning equity to shareholder returns .
- RCUs introduced due to share constraints: Committee noted RCUs have less retentive value; continued 2025 grants to manage share availability, while increasing performance-vesting mix for CEO—signal that share pool constraints are real and may affect long-term retention levers across NEOs .
- Governance safeguards: Double-trigger CIC, prohibition on hedging/pledging, no 280G gross-ups, no option repricing, clawback policy—all mitigate compensation-related risk and pay inflation .
Investment Implications
- Alignment: Reverberi’s pay structure is heavily performance-linked (ACI 100% of salary; LTI 120% with 40% PSUs on relative TSR), reinforcing shareholder alignment; stock ownership guidelines and holding requirements further dampen near-term selling pressure .
- Retention risk: RCUs are acknowledged as less retentive versus equity and were introduced due to limited share availability—monitor future equity pool actions and any shift in award mix for senior leaders; non-compete and non-solicit (2 years) plus severance (1.5× cash) partly offset retention risk .
- Trading signals: Upcoming annual vesting tranches (RSUs/RCUs/PSUs) on Feb grant cycles may increase technical supply; however, 50% holding requirements until ownership guidelines are met and a blanket prohibition on hedging/pledging reduce forced selling/levered monetization risks .
- Execution track record: Reverberi’s progression across Trinseo segments and sustainability leadership suggests deep operational credentials; 2024 ACI payout at 88.34% amid macro weakness highlights disciplined bonus calibration to EBITDA/FCF and safety outcomes—monitor EM segment performance, TSR outcomes on PSU cohorts, and capital allocation within Polymer Solutions .