K’Lynne Johnson
TrinseoAbout K’Lynne Johnson
K’Lynne Johnson (age 56) is the independent, non‑executive Chair of the Board at Trinseo PLC and has served as a director since March 2017. She sits on the Compensation & Talent Development Committee and the Nominating & Corporate Governance Committee and is affirmatively determined independent under NYSE standards; she also chairs executive sessions of independent directors. Johnson previously was President & CEO (2007–2015) and then Chairwoman (2015–2016) of Elevance Renewable Sciences, after 20+ years at Amoco/BP culminating as SVP Global Derivatives (Innovene). She holds a B.S. in Psychology and a Master’s in Management & Organizational Behavior from BYU.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance Renewable Sciences | President & CEO; Chairwoman | 2007–2015; 2015–2016 | Led specialty chemicals strategy and governance transition to non-exec chair |
| Amoco/BP (Innovene) | SVP Global Derivatives; prior operational/functional roles | Not disclosed (20+ years pre-2007) | P&L for multiple global commodity and specialty chemicals businesses |
| TPC Group | Director | 2011–2012 | Board service prior to going private |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| FMC Corporation (NYSE: FMC) | Director | U.S. public | Since 2013 | Current public company directorship |
| BlueScope Steel | Director | Non‑U.S. public | Current | Australia-listed; noted as current board seat |
| JM Huber | Director | Private | Current | Current private company board |
Board Governance
- Role: Non‑executive Chair of the Board; independent under NYSE standards; chairs executive sessions of independent directors.
- Committee assignments (2024): Compensation & Talent Development (member); Nominating & Corporate Governance (member); not on Audit or EHSS&PP. Chairs: Compensation (Alvarado), Nominating (Cote), Audit (Desmond), EHSS&PP (Beach Lin).
- Attendance: Board met 8x in 2024; Audit 10x; Compensation 6x; Nominating 5x; directors had 100% attendance across board and committees.
- Risk oversight: Board-level strategy, finance and ERM; committee-level oversight split across Audit (financial/controls/cyber), Compensation (comp risk/succession), Nominating (governance/succession), EHSS&PP (EHS/sustainability/public policy).
- Independence: All directors except CEO are independent; Ms. Johnson is independent.
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash retainer (director) | $90,000 | Paid quarterly |
| Additional cash retainer (non‑employee Board Chair) | $130,000 | Paid to Ms. Johnson as Chair |
| Committee chair retainers (if applicable) | Audit $25,000; Compensation $20,000; Nominating $15,000; EHSS&PP $15,000 | Ms. Johnson is not a committee chair |
| Ms. Johnson – Fees earned in cash (2024) | $220,000 | Chair + member retainers |
- Anti‑hedging/pledging: Policy prohibits hedging and disallows pledging (with only narrow, preapproved exceptions where capacity to repay is demonstrated).
- Director ownership guideline: 5× annual cash retainer within 5 years; if not met (e.g., due solely to stock price decline), director must retain 50% of net shares from RSU vesting until compliant. As of March 31, 2024, Ms. Johnson was not in compliance due solely to stock price decline (not deemed a breach).
Performance Compensation
| Component | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual equity retainer (RSUs) – directors | $130,000 (2024) | 1‑year cliff | None disclosed for directors (time‑based) |
- Plan design features: No dividends/dividend equivalents on unvested awards; minimum 12‑month vesting (limited exceptions).
- Non‑employee plan operates as a sub‑plan under the omnibus equity plan for directors/consultants.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Compensation committee interlocks | None disclosed (no executive officer of TSE serves on a board where their executives serve on TSE’s Board/committee). |
| Related‑party transactions | Audit Committee reviews/approves Item 404 transactions; Company maintains formal Related Party and Conflicts policies. No Johnson‑specific related party transactions disclosed. |
Expertise & Qualifications
- Specialty chemicals operator with CEO experience and prior major oil & petrochemicals leadership (Amoco/BP/Innovene).
- Governance experience as board chair and service on nominating and compensation committees; environmental and corporate governance expertise.
- Education: B.S. Psychology; Master’s in Management & Organizational Behavior (BYU).
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (3/31/2025) | 17,894 shares; <1% of class |
| Unvested RSUs outstanding (per non‑employee director, 12/31/2024) | 41,009 RSUs vesting June 2025 |
| Hedging/Pledging | Prohibited by policy (pledging disallowed except narrow, preapproved exceptions) |
| Director ownership guideline | 5× annual cash retainer within 5 years; retain 50% of net vested shares until compliant |
| Compliance status | Not in compliance as of 3/31/2024 due solely to stock price decline (not deemed a breach) |
| Section 16 compliance | All directors/officers timely filed in 2024 (no delinquencies) |
Governance Assessment
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Strengths
- Independent, non‑executive Chair; clear separation of Chair/CEO roles; Ms. Johnson chairs executive sessions. This supports board independence and oversight.
- Strong engagement: 100% meeting attendance by directors across board and committees in 2024.
- Robust governance controls: anti‑hedging/pledging, director ownership guidelines with retention, clawback for incentive comp, equity plan best practices (no repricing, minimum vesting, no unvested dividends).
- Relevant expertise: deep chemicals industry and CEO experience; service on comp and nom‑gov aligns with skills.
-
Watch items and potential investor considerations
- Ownership alignment optics: Ms. Johnson was not in compliance with the 5× retainer ownership guideline as of March 31, 2024 due solely to stock price decline (not considered a breach under policy); retention requirements mitigate but the absolute beneficial ownership (17,894 shares) is modest relative to guideline.
- Cash/equity mix: As Chair, 2024 compensation was 63% cash ($220k) and 37% equity ($130k), which is standard for chairs but results in less equity at risk versus executives; equity retainer is time‑based, not performance‑based (typical for directors).
- No related‑party or interlock red flags disclosed; independence reaffirmed, and Audit Committee oversees any related‑party items.
Overall, Johnson’s role as independent Chair, committee engagement, and governance policies support investor confidence, with the primary alignment consideration being guideline compliance affected by share price pressure (mitigated by share retention requirements).