Joseph Alvarado
TrinseoAbout Joseph Alvarado
Independent director of Trinseo PLC since March 2017; age 72. Chair of the Compensation and Talent Development Committee and member of the Nominating & Corporate Governance Committee. Education: MBA (Cornell University) and BA in Economics (University of Notre Dame). Core credentials: former CEO and Chairman in cyclical industrials, with deep operational leadership and strategic planning experience; Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Metals Company (NYSE: CMC) | Chief Executive Officer | Sep 2011 – Sep 2017 | Led global manufacturer, recycler, marketer of steel/metals through commodity cycles |
| Commercial Metals Company | Chairman, Board of Directors | Jan 2013 – Jan 2018 | Board leadership during post-CEO period |
| Commercial Metals Company | President & COO | Apr 2011 – Sep 2011 | Operational leadership prior to CEO transition |
| Commercial Metals Company | EVP & COO | Apr 2010 – Apr 2011 | Entrusted with enterprise operations |
| Lone Star Technologies, Inc. | President & COO | 2004 – 2007 | Led pre-acquisition operations |
| U.S. Steel Tubular Products, Inc. (division of U.S. Steel) | President | Jun 2007 – Mar 2009 | Post-acquisition divisional leadership |
| Inland Steel Company | Various roles (increasing responsibility) | 1976 – 1997 | 21-year metals career foundation |
| Birmingham Steel Corporation; Ispat North America Inc. | Executive roles | 1997 – 2004 | Senior roles preceding Lone Star leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kennametal Inc. (NYSE: KMT) | Director | Since Jan 2018 | Not disclosed |
| Arcosa, Inc. (NYSE: ACA) | Director | Since Nov 2018 | Not disclosed |
| PNC Financial Services Group (NYSE: PNC) | Director | Since Jan 2019 | Not disclosed |
Board Governance
- Committee assignments: Chair, Compensation & Talent Development; Member, Nominating & Corporate Governance.
- Independence: Board determined all directors except CEO are independent under NYSE standards.
- Attendance: Board held 8 meetings in 2024; committees held 10 (Audit), 6 (Compensation), 5 (Nominating); directors attended 100% of board and committee meetings.
- Executive sessions: Non-management directors meet at least once per regularly scheduled Board meeting; at least one annual executive session of independent directors.
- Leadership: Independent, non-executive Board Chair (roles separated from CEO).
- Related-party oversight: Audit Committee reviews and approves all related party transactions; Company maintains formal Related Party Transactions and Conflict of Interest policies with annual director/officer questionnaires.
Fixed Compensation
| Component (Non-Employee Director Program – 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard cash retainer for all non-employee directors |
| Committee chair retainers | $20,000 | Compensation Committee Chair (Audit: $25k; Nominating: $15k; EHSS&PP: $15k) |
| Board Chair retainer | $130,000 | Applies to non-employee Board Chair; not applicable to Alvarado |
| Meeting fees | None disclosed | Not paid under program |
| Joseph Alvarado – fees earned (cash) | $110,000 | Includes base retainer + Compensation Committee chair retainer |
Performance Compensation
| Equity Award | Grant Date Fair Value | Units/Status | Vesting |
|---|---|---|---|
| Annual RSU grant (director equity retainer) | $130,000 | Unvested RSUs; each non-employee director held 41,009 shares pursuant to unvested RSUs as of Dec 31, 2024 | RSUs vest on one-year anniversary; these awards vest June 2025 |
| Options/PSUs | Not applicable | No option/PSU awards disclosed for directors | N/A |
Note: Director equity is time-vested RSUs; no performance metrics apply to non-employee director awards.
Other Directorships & Interlocks
- Current public boards: Kennametal (KMT), Arcosa (ACA), PNC Financial Services Group (PNC).
- Compensation Committee interlocks: Company discloses no executive officer interlocks or insider participation with external companies’ boards/compensation committees.
- Potential conflicts: No related-party transactions involving directors are disclosed; Audit Committee must pre-approve and review any such transactions under policy.
Expertise & Qualifications
- Skills matrix: Manufacturing/related industry; Chief Executive experience; Accounting/financial; Public company board experience.
- Professional background: CEO and chairman roles in metals/industrial sectors; extensive global manufacturing operations and strategic planning experience.
- Education: MBA (Cornell); BA Economics (Notre Dame).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Shares Acquirable within 60 Days | Unvested RSUs (as of Dec 31, 2024) | Pledging/Hedging |
|---|---|---|---|---|---|
| Joseph Alvarado | 21,505 | <1% (*) | — | 41,009 (vest June 2025) | Prohibited by company policy |
- Director stock ownership guidelines: Each director must hold 5x annual cash retainer in Trinseo shares within 5 years of joining. As of March 31, 2024, due solely to stock price decline, Mr. Alvarado (and several others) were not in compliance; until compliant, must retain 50% of net shares issued from RSU vesting. None (except Mr. Tomkins) sold Trinseo shares in 2024.
Governance Assessment
- Board effectiveness: Alvarado’s role as Compensation Committee Chair places him at the center of pay governance; Board reports 100% meeting attendance in 2024—strong engagement.
- Alignment: Director pay mix for Alvarado was ~46% cash ($110k) and ~54% equity ($130k) in 2024; RSU-based equity with retention requirements promotes skin-in-the-game.
- Independence and conflicts: Board affirmatively classifies Alvarado as independent; robust related-party and conflicts policies with Audit Committee pre-approval help mitigate conflicts; no director-related transactions disclosed.
- Ownership signals: While not meeting the guideline due to stock price decline, retention requirements and anti-hedging/pledging policy support alignment; beneficial ownership of 21,505 shares with additional 41,009 unvested RSUs implies continued exposure to equity outcomes.
- Shareholder sentiment: Say-on-pay approval was ~95% in 2024, indicating broad investor support for compensation governance overseen by the Compensation Committee.
Red flags to monitor
- Ownership guideline shortfall (price-driven): Watch for future compliance progress; retention requirements partially mitigate.
- Multi-board workload: Three external public boards may raise bandwidth considerations; no specific conflicts disclosed.
- No director-related party transactions disclosed; maintain vigilance via Audit Committee oversight.