Henri Steinmetz
TrinseoAbout Henri Steinmetz
Henri Steinmetz (age 68) has served as an independent director of Trinseo PLC since November 2017. He holds an M.S. in metallurgy from Technical University Clausthal and an MBA from INSEAD, and brings decades of chemicals industry leadership, including CEO roles; he currently serves as Chairman of Benteler International AG and Chairman of Fertiberia Sarl . The Board has affirmed his independence under NYSE standards and Exchange Act Rule 10A‑3 .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ceramtec Group | Chief Executive Officer | 2016–2018 | Global supplier of advanced ceramics |
| Ruetgers N.V. | Executive Director & CEO | 2009–2016 | Manufacturer of coal tar chemical raw materials |
| Sulzer Metco | President | 2004–2008 | Coating materials technology leader |
| Great Lakes Chemical Corporation | Executive Vice President | 2000–2004 | Specialty chemicals |
External Roles
| Organization | Role | Tenure | Public Company Directorships |
|---|---|---|---|
| Benteler International AG | Chairman | Current | None disclosed; Steinmetz reports no current public company directorships |
| Fertiberia Sarl | Chairman | Current | None disclosed; Steinmetz reports no current public company directorships |
Board Governance
- Committee assignments: Audit Committee member; Environmental, Health, Safety, Sustainability & Public Policy (EHSS&PP) Committee member .
- Independence: Board and Audit Committee determined Steinmetz to be independent (NYSE Section 303A.02 and Rule 10A‑3(b)(1)) .
- Audit Committee expert status: The proxy designates Desmond, Cote, Farrell, and Tomkins as audit committee financial experts; Steinmetz is not listed as an “financial expert” .
- Attendance: Board held 8 meetings in 2024; Audit, Compensation, and Nominating held 10, 6, and 5 respectively; Board members attended 100% of board and committee meetings in 2024 .
- Related-party oversight: Audit Committee charter duties include reviewing and approving related party transactions under Item 404(a) ; company maintains related party transactions and conflict of interest policies .
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Member | Jeanmarie Desmond | Committee comprised solely of independent directors; Steinmetz independent |
| EHSS&PP | Member | Sandra Beach Lin | Oversight of sustainability, EHS, public policy alignment and risk |
Fixed Compensation
| Component | 2024 Amount ($) | Details |
|---|---|---|
| Annual cash retainer | 90,000 | Standard non-employee director retainer |
| Equity retainer (RSUs, grant-date fair value) | 130,000 | RSUs vest on one-year anniversary |
| Total | 220,000 | Fees earned $90,000; stock awards $130,000 |
- Chair fees (program-level): Board Chair additional $130,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000; EHSS&PP Chair $15,000 .
Performance Compensation
| Award Type | Grant Timing | Grant Value ($) | Units | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSU annual equity retainer | 2024 program | 130,000 | 41,009 unvested RSUs held as of 12/31/2024 | One-year time-based; vests June 2025 | None (time-based RSUs; no director PSUs/options disclosed) |
- Anti-hedging & pledging policy: Directors prohibited from hedging and pledging Company securities, margin accounts disallowed; any pledge requires preapproval and capacity to repay .
Other Directorships & Interlocks
| Company | Role | Public Company? | Potential Interlock/Conflict with TSE (disclosed) |
|---|---|---|---|
| Benteler International AG | Chairman | Not disclosed in proxy | Not disclosed in proxy |
| Fertiberia Sarl | Chairman | Not disclosed in proxy | Not disclosed in proxy |
| Other public company boards | — | None | Steinmetz reports no other public company directorships |
Expertise & Qualifications
| Education | Institution | Degree |
|---|---|---|
| Metallurgy | Technical University Clausthal | M.S. |
| Business Administration | INSEAD (Fontainebleau) | MBA |
| Chemicals Industry Experience | Manufacturing/Related | Chief Executive Experience | Accounting/Financial | Public Company Board Experience |
|---|---|---|---|---|
| ✓ | ✓ | ✓ |
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 32,445 |
| Percent of class | * (Indicates less than one percent) |
| Shares acquirable within 60 days | — (none) |
| Ordinary shares outstanding (as of 3/31/2025) | 35,648,025 |
| Unvested RSUs (as of 12/31/2024) | 41,009 RSUs vesting June 2025 |
Director stock ownership guidelines and status:
- Guideline: Hold 5x annual cash retainer within 5 years of becoming a Board member; retain 50% of net shares from RSU vesting until compliant .
- Compliance: As of March 31, 2024, Steinmetz not in compliance due solely to stock price decline; failure due to stock decline is not deemed a breach if previously compliant .
- Trading behavior: None of current directors sold Trinseo shares in 2024, except Mr. Tomkins .
- Section 16(a) compliance: All directors filed required ownership change reports timely in 2024 .
Governance Assessment
- Independence and oversight: Steinmetz is an independent director and Audit Committee member; the Audit Committee reviews financial reporting controls and related party transactions, supporting investor confidence .
- Attendance and engagement: Board members (including Steinmetz) attended 100% of board and committee meetings in 2024, indicating strong engagement .
- Compensation alignment: Director pay emphasizes equity (RSUs; $130k) over cash ($90k), with time-based vesting and robust anti-hedging/pledging policy; however, stock price declines left Steinmetz temporarily below ownership guideline, mitigated by mandatory share retention until compliant .
- Technical expertise: Significant CEO and chemicals industry experience; not designated as an audit committee financial expert, but participates in audit oversight alongside multiple designated experts, balancing board skills .
- External commitments: Concurrent chair roles at Benteler and Fertiberia suggest meaningful time commitments; no specific conflicts or interlocks with TSE are disclosed in the proxy .
Red flags and mitigants
- Ownership guideline shortfall due to stock price decline (Red Flag mitigated by retention requirements) .
- No hedging/pledging permitted without preapproval (Mitigant) .
- Section 16(a) reporting compliance (Mitigant) .