Johanna Frisch
TrinseoAbout Johanna Frisch
Johanna Frisch is Vice President and Treasurer at Trinseo PLC (TSE), named to the role in January 2022; she is 46 and previously served as Global Assistant Treasurer and held treasury roles since joining the company in 2010. Her background includes Treasurer at Nycomed (2008–2010) and analyst roles at Dow Chemical; she holds a B.S. in international business management from University of Maryland University College (Schwäbisch Gmünd, Germany) . Company performance during her tenure reflects a transformation amid challenging end markets: 2024 net loss of $348.5M and Adjusted EBITDA of $203.7M, with TSR value of a $100 investment declining to $16 versus peer group $146; 2023 net loss of $701.3M and Adjusted EBITDA $154.3M; 2022 net loss of $430.9M and Adjusted EBITDA $311.7 . Revenues were $3.513B in 2024 .
Company Performance (context for Frisch’s treasury tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | 4,965.5 | 3,675.4 | 3,513.2 |
| EBITDA ($USD Millions) | 130.6* | 88.6* | 212.0 |
| Net Income (Loss) ($USD Millions) | (430.9) | (701.3)* | (348.5) |
*Values retrieved from S&P Global.
| Pay vs Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment ($) | 68 | 26 | 16 |
| Peer Group TSR – Value of $100 Investment ($) | 132 | 146 | 146 |
| Adjusted EBITDA ($USD Millions) | 311.7 | 154.3 | 203.7 |
| Net (Loss) Income ($USD Millions) | (430.9) | (701.3) | (348.5) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nycomed Pharmaceutical Company | Treasurer | 2008–2010 | Led treasury function; relevant to liquidity and financing execution |
| The Dow Chemical Company | Analyst positions | Not disclosed | Analytical roles supporting finance/operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
- Trinseo’s base pay setting is benchmarked via Willis Towers Watson peer data; salaries reviewed annually based on role scope, performance and market levels . No base salary increases were approved for NEOs in 2024 other than a CHF adjustment for a different SVP; Ms. Frisch’s specific salary, target bonus %, and actual bonus are not disclosed .
Performance Compensation
Trinseo’s executives participate in a pay-for-performance incentive structure anchored by the Annual Cash Incentive Plan (ACI) and long-term equity awards; Ms. Frisch’s specific targets and payouts are not individually disclosed, but the plan mechanics and metrics are detailed below.
2024 Annual Cash Incentive Plan Mechanics and Outcomes (company-wide framework)
| Component | Weight | Threshold | Target | Maximum | Actual Result | Payout vs Target | Notes |
|---|---|---|---|---|---|---|---|
| First Half ACI Adjusted EBITDA | 7.5% | $75M | $90M | $113M | $74M | 0% | EBITDA excludes JV results and raw material timing |
| Second Half ACI Adjusted EBITDA | 15% | $95M | $119M | $143M | $113M | 79% | |
| Full Year ACI Adjusted EBITDA | 7.5% | $170M | $213M | $255M | $187M | 51% | |
| ACI Free Cash Flow | 30% | $(60)M | $(50)M | $0 | $8M | 100% (negative discretion applied) | Committee reduced payout to Target due to TSR and EBITDA underperformance |
| Responsible Care – TRIR | 5% | 0.30 | 0.25 | 0.15 | 0.30 | 0% | |
| Responsible Care – Spills | 5% | 11 | 8 | 5 | 5 | 200% | |
| Responsible Care – Process Safety Incidents | 5% | 3 | 2 | 0 | 0 | 200% | |
| Individual Goals | 25% | 0% | 100% | 200% | Executive-specific | Executive-specific | Goals include FCF, EBITDA, cost, liquidity, restructuring, sustainability, safety, talent |
- ACI design uses Adjusted EBITDA and Free Cash Flow (non-GAAP) aligned to the Board-approved plan; JV earnings and raw material timing are excluded to isolate management-controllable performance .
- Committee used negative discretion to cap Free Cash Flow payout at Target (30%) in 2024 despite achieving maximum based on adjusted FCF, citing weak TSR and EBITDA outcomes .
Long-Term Incentive Structure and Vesting (equity and cash vehicles)
| Award Type | Typical Mix (NEOs) | Vesting | Performance Metric | Settlement | Key Terms |
|---|---|---|---|---|---|
| Stock Options | 10–30% of LTI (varies by NEO) | 3 equal annual tranches | Price appreciation (intrinsic value only) | Shares | Grant at market price; annual grants in February |
| RSUs | 29–60% (varies by NEO) | 3 equal annual tranches; accelerated on certain terminations (death/disability, restructuring, or within 2 years of CIC) | Time-based | Shares plus dividend equivalents on vest | Continued employment required; retirement continues schedule |
| PSUs | 29–40% (varies by NEO) | Multi-period (15% yr1, 15% yr2, 15% yr3, 55% cumulative 3-year) | Relative TSR vs S&P 600 Chemicals & Basic Materials; threshold 25th percentile, target 50th, max 75th; cap at 100% if TSR negative | Shares (and cash for excess in some 2025 awards) | Dividend equivalents accrue; final delivery after 3 years; 0–200% vesting with value cap at 300% |
| Restricted Cash Units (RCUs) | Introduced 2024 due to share constraints; used to manage plan limits | 3 equal annual tranches | Time-based | Cash at vest (per-share price capped) | Committee views RCUs as less retentive than equity; continued in 2025 |
- Annual grant timing: February, on a predetermined schedule; grants are not timed around MNPI releases; option grants disclosed include exercise prices around $4.33–$4.40 for NEOs in 2024 .
Equity Ownership & Alignment
- Anti-hedging/pledging: Hedging and short sales are prohibited; pledging requires pre-approval and demonstrated repayment capacity; margin accounts are prohibited .
- Ownership guidelines: CEO 6x salary; other NEOs 2x salary; retention requirements on post-vest shares until compliant; non-compliance due to stock price decline is not a breach if previously met; NEOs did not sell any Trinseo shares in 2024 .
- Equity plan capacity: As of 12/31/2024, 3,965,278 awards outstanding (1,554,198 RSUs; 816,413 PSUs; 1,594,667 options); 550,160 shares available for future issuance .
- Beneficial ownership: The proxy lists directors and NEOs; Ms. Frisch’s personal beneficial ownership is not disclosed in the proxy table .
- Section 16 compliance: The company believes all executive officers and directors timely filed required ownership reports in 2024 .
Employment Terms
- Ms. Frisch’s employment agreement, severance, non-compete/non-solicit, change-of-control provisions, or clawback specifics are not disclosed individually. Example executive terms (for a different SVP) include 1.5x salary+target bonus severance (18-month installments), and double-trigger CIC lump sum; non-compete and non-solicit for 2 years .
- Company-wide clawback: Incentive compensation subject to recoupment for accounting restatements or covenant breaches; equity award agreements provide for reimbursement of incentive compensation on breach or overpayment .
Past Achievements and Execution Context (Company)
- 2024–2025 transformation actions: Multiple restructuring initiatives, shutdowns and divestiture processes; sale/licensing of polycarbonate assets to Deepak Chem Tech ($52M); focus on liquidity and FCF, including preserving cash via capex and working capital reductions; successful refinancing of ~$1.1B term loan/senior notes, extending nearest maturity to 2028 .
- Shareholder support: 2024 say-on-pay approved with ~95% of votes cast in favor .
- Governance processes: Compensation & Talent Development Committee oversight; independent consultant benchmarking; robust risk mitigation (caps, multiple metrics, ownership requirements) .
Performance Compensation – Detailed Metrics Table (2024 ACI Plan)
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| First Half Adjusted EBITDA | 7.5% | $90M | $74M | 0% |
| Second Half Adjusted EBITDA | 15% | $119M | $113M | 79% |
| Full Year Adjusted EBITDA | 7.5% | $213M | $187M | 51% |
| ACI Free Cash Flow | 30% | $(50)M | $8M | 100% (negative discretion) |
| TRIR | 5% | 0.25 | 0.30 | 0% |
| Spills | 5% | 8 | 5 | 200% |
| Process Safety Incidents | 5% | 2 | 0 | 200% |
| Individual Goals | 25% | Executive-specific | Executive-specific | 0–200% |
Say-on-Pay & Peer Group
- Say-on-pay: ~95% approval in 2024 indicates broad shareholder support despite TSR underperformance, reflecting confidence in plan redesign (e.g., addition of FCF metric) .
- Peer benchmarking: Committee reviewed executive compensation peer group and deemed alignment adequate for 2024 .
Risk Indicators & Red Flags
- TSR underperformance vs peers (TSR $16 vs peer $146 in 2024) increases pressure on equity-based retention and alignment outcomes .
- Use of RCUs due to share constraints reduces long-term retentive value relative to equity; committee acknowledges trade-off .
- Negative discretion applied to FCF payout tempers potential misalignment from non-recurring cash actions, supporting governance rigor .
- Anti-hedging/pledging policies mitigate misaligned risk-taking and levering of insider holdings .
- Section 16 filing compliance reported as timely; no hedging/pledging violations disclosed .
Equity Ownership & Insider Selling Pressure
- Insider transactions: Individual Form 4 activity for Ms. Frisch could not be retrieved via the insider-trades tool during this session; no proxy table entry for her beneficial ownership; thus current vested/unvested and selling pressure cannot be assessed from available filings .
- Vesting schedules (RSUs/PSUs/options/RCUs) create periodic potential supply; however pledging is restricted and option exercises require price appreciation, tempering immediate selling incentives .
Investment Implications
- Alignment and retention: As Treasurer during refinancing and liquidity preservation, Frisch is strategically pivotal; the company’s use of multi-year TSR PSUs, RSUs, and options affects executive retention, but RCUs’ lower retentive value (introduced due to share constraints) could reduce stickiness for some awards .
- Pay-for-performance rigor: The ACI plan’s multi-metric design and application of negative discretion on FCF demonstrate governance discipline; however, persistent TSR underperformance and EBITDA shortfalls may limit realized pay from performance equity, stabilizing alignment but potentially increasing turnover risk if equity values remain depressed .
- Trading signals: No disclosed hedging/pledging and Section 16 compliance reduce red-flag risk; absent Form 4 visibility for Frisch, monitor upcoming proxy and filings for updates on ownership and grants. Strong say-on-pay support (~95%) suggests investors endorse compensation design changes despite macro headwinds .