Jeffrey Cote
TrinseoAbout Jeffrey J. Cote
Jeffrey J. Cote, age 58, is an independent director of Trinseo PLC, serving since May 2014. He is Chair of the Nominating & Corporate Governance Committee and a member of the Audit and Environmental, Health, Safety, Sustainability & Public Policy (EHSS&PP) Committees; the Board has affirmatively determined he is independent under NYSE standards. Cote is a CPA with deep operating and finance experience, including prior service as CEO and President of Sensata Technologies, and holds a B.A. in Business Administration and a Master of Accounting from Florida Atlantic University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sensata Technologies Holding plc (NYSE: ST) | CEO & President | Mar 2020 – Apr 2024 | Led global sensing solutions business; prior President/COO (from Jul 2012), EVP Global Sensing Solutions (Nov 2015), CFO (Jan 2007); extensive operating and finance leadership |
| Ropes & Gray | Chief Operating Officer | Mar 2005 – Dec 2006 | Firm operations leadership |
| Digitas | Chief Operating, Financial and Administrative Officer | Jan 2000 – Mar 2005 | Combined COO/CFO responsibilities |
| Ernst & Young LLP | Professional (CPA) | 1989 – 1997 | Accounting foundation; CPA credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sensata Technologies Holding plc (NYSE: ST) | Director | Mar 2020 – Jun 2024 | Past directorship; no current public company boards |
| — | — | — | Current directorships: None |
Board Governance
- Committee assignments: Audit member; EHSS&PP member; Nominating & Corporate Governance Chair; designated Audit Committee Financial Expert .
- Independence: Board determined all directors except CEO are independent; Cote is independent .
- Attendance: Board held 8 meetings in 2024; committees held 10 (Audit), 6 (Compensation), and 5 (Nominating & Governance). Board members attended 100% of board and committee meetings in 2024 .
- Executive sessions: Non-management directors meet in executive session at least once each regular Board meeting; independent directors at least annually .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly; standard non-employee director retainer |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | Additional annual retainer for committee chair |
| Total cash fees earned (2024) | $105,000 | Retainer + chair fee |
| Annual equity retainer (RSUs) | $130,000 grant-date fair value | RSUs vest on one-year anniversary of grant |
Performance Compensation
| Equity Type | Grant Value | Vesting | Shares/Units |
|---|---|---|---|
| RSUs (director equity retainer) | $130,000 (2024) | Time-based; 1-year vest | As of Dec 31, 2024, each non-employee director held 41,009 unvested RSUs vesting June 2025 |
- No performance metrics are tied to director equity grants; RSUs vest time-based (not performance-conditioned) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None |
| Past public boards | Sensata Technologies Holding plc (NYSE: ST), Director (Mar 2020 – Jun 2024) |
| Committee interlocks | Company disclosed no compensation committee interlocks/insider participation involving executive officers and other companies’ boards/comp committees |
Expertise & Qualifications
- CPA; accounting and financial expertise; designated Audit Committee Financial Expert .
- Chief executive experience (Sensata CEO/President) and manufacturing/related industry experience; public company board experience; service since 2014 .
- Education: B.A. in Business Administration and Master of Accounting, Florida Atlantic University .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (ordinary shares) | 185,503 shares (as of Mar 31, 2025) |
| Ownership % of outstanding | * Less than 1% (Company notation) |
| Options exercisable within 60 days | — (none) |
| Unvested RSUs (director retainer) | 41,009 RSUs vesting June 2025 (each non-employee director) |
| Director stock ownership guideline | 5x annual cash retainer; achieve within 5 years |
| Compliance status | As of Mar 31, 2024, Cote was the only director in compliance; others’ shortfall attributed solely to share price decline; retention of 50% of vested shares until compliant |
| Hedging/pledging policy | Company prohibits hedging and generally disallows pledging (narrow exceptions with preapproval) |
Governance Assessment
- Strengths: Independence determination; chair of Nominating & Corporate Governance; Audit member and financial expert; 100% attendance in 2024; clear anti-hedging/pledging policy; strong ownership alignment evidenced by compliance with director ownership guideline and material beneficial holdings .
- Compensation alignment: Director pay mixes cash retainer plus time-based RSUs; no discretionary meeting fees disclosed; structure is standard and avoids complex/performance-linked features for directors .
- Shareholder signals: Company’s 2024 say-on-pay for executives passed with ~95% support, indicating investor confidence in compensation governance broadly (context for board oversight of pay) .
- Potential watchpoints: Several directors not in guideline compliance due solely to share price decline—mitigated by retention requirements and policy that prior-year compliance is not deemed breached due to price declines . No related-party transactions are described in the reviewed sections; formal audit committee oversight and policies are in place .
Overall, Cote’s committee leadership (Nominating & Governance), audit financial expertise, attendance, and ownership guideline compliance support board effectiveness and investor alignment; no specific conflicts or related-party exposures are indicated in the proxy sections reviewed .