Han Hendriks
TrinseoAbout Han Hendriks
Han Hendriks is Senior Vice President and Chief Technology & Sustainability Officer at Trinseo (NYSE: TSE). He joined in October 2022 as SVP & CTO and added Chief Sustainability Officer responsibilities in October 2024; he is 59 years old . He previously served as CTO at Yanfeng and held senior roles at Johnson Controls; he holds a BFA in Architectural Design (Academy of Fine Arts, Maastricht), an MBA (University of Westminster), and completed a post‑graduate Industrial Design program (Università Internazionale Dell’Arte, Florence) . For 2023, his ACI bonus paid was 37% of target ($116,509), driven by 100% of individual goals, 5% Responsible Care, 6.7% discretionary uplift, and 0% EBITDA, reflecting challenging conditions; PSUs are tied to relative TSR and 2022 PSU awards did not vest in 2025 due to unmet TSR metrics, indicating pressure on long‑term equity outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Yanfeng | Chief Technology Officer | Not disclosed | Led “smart cabin” vision/strategy, portfolio management, end-to-end product development from research to launch . |
| Johnson Controls | Multiple roles of increasing responsibility | Not disclosed | Senior product/technology leadership roles across business lines . |
External Roles
No public company directorships or external board roles disclosed for Hendriks .
Fixed Compensation
| Item (Currency/Units) | 2023 | 2025 |
|---|---|---|
| Base Salary (EUR) | €490,000 | Not disclosed |
| Target ACI Bonus (% of base) | 60% | 85% (effective 2025) |
| Target ACI Bonus Amount (USD) | $317,461 | Not disclosed |
| Actual ACI Bonus Paid (USD) | $116,509 | Not disclosed |
| Sign‑on Bonus (EUR) | €250,000; paid Mar 31, 2023; vests over 2 years | — |
| Car Allowance (EUR/month) | €1,833 from Apr 2023 | — |
| Other Compensation (USD) | Defined contribution plan: $26,377; car allowance: $21,881 | — |
Performance Compensation
Annual Cash Incentive (ACI) – Hendriks (2023)
| Metric Component | Weight | Target Framework | Hendriks’ Actual Contribution to Payout (as % of target) |
|---|---|---|---|
| EBITDA | 60% (program-level) | EBITDA component determined by company performance | 0% |
| Responsible Care | 15% (program-level) | TRIR, Spills, Process Safety | 5% |
| Individual Goals | 25% (program-level) | Goals include EBITDA, FCF, capex, margins, cost savings, sustainability, HCM, safety | 100% |
| Discretionary | N/A | Committee applied 6.7% uplift for 2023 | 6.7% |
| Total ACI Payout vs Target | — | — | 37% |
ACI Design and 2024 Company Metrics (context for incentive alignment)
| Financial Metric | Weight | Threshold | Target | Max |
|---|---|---|---|---|
| 1H ACI Adjusted EBITDA | 7.5% | $75M | $90M | $113M |
| 2H ACI Adjusted EBITDA | 15% | $95M | $119M | $143M |
| Full‑Year ACI Adjusted EBITDA | 7.5% | $170M | $213M | $255M |
| ACI Free Cash Flow | 30% | $(60)M | $(50)M | $0 |
| Responsible Care Subtotal | 15% | 0% payout at below threshold; 100% at target; 200% at max | ||
| Individual Goals Subtotal | 25% | 0%/100%/200% opportunity |
2024 results yielded ACI Adjusted EBITDA payout subtotal of 13.58% and ACI Free Cash Flow set to 100% of target via negative discretion at the committee, reflecting broader performance and share price considerations .
Long‑Term Incentives and Vesting Mechanics
| Award Type | 2023 Hendriks Grant Details | Vesting Schedule | Performance Measure |
|---|---|---|---|
| Stock Options | 10,260 options; exercise price $24.08; grant date 2/22/2023; grant‑date fair value $111,424 | 3 equal annual tranches; 9‑year term; accelerated on death/disability/CIC; continues on retirement/restructuring | Value only if share price rises post grant |
| RSUs | 4,627 RSUs; grant‑date fair value $111,419 | Vests in full on 3rd anniversary (or ratably for sign‑on); accelerated on death/disability/CIC/redundancy; continues on retirement | |
| PSUs | Target 6,170; threshold 463; max 12,340; grant‑date fair value $124,820 | Four periods: 15% each in 2023/2024/2025 and 55% cumulative 2023‑2025; delivery after 3rd anniversary | Relative TSR vs S&P 600 Chemicals/Basic Materials; payout 0–200%; capped at 100% for negative TSR; total value capped at 300% of target×grant‑price |
PSU payout curve: under 25th percentile=0%; 25th=50%; 50th=100%; 75th=200%; interpolated between points; capped at 100% if TSR negative for the period . 2022 PSU awards did not meet TSR metrics; no vesting occurred in 2025 for those grants .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial Ownership (as of Mar 31, 2024) | Under 1% of outstanding shares; 3,420 shares acquirable within 60 days (options) . |
| Options Exercised in 2023 | 0 . |
| Shares Vested in 2023 (RSUs) | 4,175 shares; value realized $34,653 . |
| Stock Ownership Guidelines | 2× base salary multiple for NEOs; 5‑year accumulation; 50% post‑vest retention until compliant . |
| Hedging/Pledging | Prohibited for all employees and directors . |
| PSU Dividend Equivalents | Accrue only and paid if PSUs vest; subject to caps . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | October 2022 (SVP & CTO); added CSO in October 2024 . |
| Agreement Term | Indefinite; Company may terminate with 6 months’ notice; Hendriks may resign with 3 months’ notice . |
| Target ACI Bonus | 60% for 2023; increased to 85% for 2025 . |
| Severance (non‑CIC) | 1.0× base salary + target bonus; monthly installments; (2024 proxy describes 12 months; another section references 18 months) . |
| Change‑in‑Control (CIC) | Double trigger; 2.0× base salary + target bonus lump sum if terminated without cause or for good reason within 2 years post‑CIC . |
| Non‑Compete/Non‑Solicit | Non‑compete and non‑solicit for 2 years post‑termination; perpetual confidentiality . |
| Perquisites | Car allowance (€1,833/month from Apr 2023); defined contribution plan participation (Netherlands) . |
| Clawback | Incentive compensation subject to recoupment upon accounting restatement or covenant breach/overpayment; equity award agreements include clawback terms . |
| 280G Gross‑Ups | Not permitted; CIC payments reduced if more favorable after-tax . |
Note: The 2024 proxy contains two severance duration references for Hendriks’ monthly severance installments (12 months vs 18 months). Both are cited; confirm current agreement for precision .
Investment Implications
- Pay-for-performance alignment with leverage to TSR: Hendriks’ equity is heavily PSU/RSU/options with explicit TSR hurdles and payout caps; 2022 PSU non-vesting highlights sensitivity of realized pay to long-term stock performance .
- Increased short-term variable pay for 2025: Raising Hendriks’ ACI target to 85% of salary elevates at‑risk cash compensation, a potential retention lever amid expanded scope and restructuring, and may increase bonus volatility tied to Adjusted EBITDA/FCF and ESG metrics .
- Limited near-term selling pressure and alignment: Company prohibits hedging/pledging and imposes post‑vest retention until ownership guidelines are met; Hendriks’ beneficial ownership is under 1%, with modest options imminently exercisable (3,420), suggesting low forced‑selling risk but also modest “skin‑in‑the‑game” currently .
- Severance/CIC economics and restrictive covenants: 1.0× severance and 2.0× CIC (double‑trigger) with two‑year non‑compete/non‑solicit provide retention/stability but moderate exit costs versus CEO/CFO terms, implying balanced protection without shareholder‑unfriendly gross‑ups .
- Execution risk: 2023 ACI payout driven by individual goals/discretion rather than EBITDA performance, while 2024 committee applied negative discretion to FCF; this underscores continued operational turnaround reliance and the importance of Hendriks’ innovation/sustainability programs within restructuring plans .