Paula Cooney
TrinseoAbout Paula Cooney
Senior Vice President and Chief Human Resources Officer at Trinseo (NYSE: TSE) since November 29, 2021; previously SVP HR at FLIR Systems, VP HR & Communications at H.B. Fuller (~10 years), and ~15 years at Intel. Education: Diploma in Personnel Management (National College of Ireland) and MBS in Human Resource Management & Industrial Relations (UCD Smurfit School of Business) . Her pay-for-performance is anchored by an ACI Plan (EBITDA 60%, Responsible Care 15%, Individual Goals 25%, with a 2023 discretionary uplift) and long-term RSUs/PSUs tied to relative TSR versus S&P 600 chemical/basic materials peers . 2022 PSU grants did not meet TSR metrics; no PSUs vested in 2025, highlighting execution challenges amid industry volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FLIR Systems, Inc. | Senior Vice President, Human Resources | Not disclosed | Led HR; experience through significant acquisitions and integrations |
| H.B. Fuller Company | Vice President, HR & Communications | ~10 years (joined 2010) | Drove HR leadership at a ~$3B specialty chemicals company |
| Intel Corporation | HR roles of increasing responsibility | ~15 years | Broad HR leadership in a complex, global technology organization |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in company filings |
Fixed Compensation
Summary Compensation Table – Paula Cooney
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 500,000 | 513,500 | 513,500 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 415,250 | 391,938 | 402,713 |
| Option Awards ($) | 180,136 | 184,859 | — |
| Non-Equity Incentive Comp ($) | 150,000 | 124,627 | 280,611 |
| Changes in Pension/Deferred Comp ($) | — | 936 | 1,898 |
| All Other Compensation ($) | 26,715 | 54,567 | 54,444 |
| Total ($) | 1,272,100 | 1,270,427 | 1,253,166 |
- Employment agreement target bonus: 60% of base salary; initial base salary minimum $500,000 (2022), one-year term with automatic one-year extensions; 90-day notice to terminate non-renewal; $300,000 sign-on cash incentive vesting ratably over three years .
Annual Cash Incentive (ACI) – Target vs Actual (2023)
| Item | Value |
|---|---|
| Target bonus (%) | 60% of base salary |
| Target bonus ($) | 308,100 |
| Actual payout (% of target) | 40% |
| Actual payout ($) | 124,627 |
ACI Plan (2024) – Award Opportunity
| Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|
| 36,972 | 308,100 | 616,200 |
Performance Compensation
ACI Performance Metrics and 2023 Results (Paula Cooney)
| Metric | Weighting | Target Definition | Paula Actual Contribution | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| EBITDA | 60% | Company EBITDA target | 0% | Included in total | Annual cash |
| Responsible Care | 15% | ESG/safety metrics | 5% | Included in total | Annual cash |
| Individual Goals | 25% | Role-specific objectives | 115% | Included in total | Annual cash |
| Discretionary | — | Committee discretion | 6.7% | Included in total | Annual cash |
| Actual payout as % of target | — | — | — | 40% | — |
- Committee rationale for 2023 discretion (+6.7%): refinanced ~$1.1B near-term debt, liquidity actions increasing cash by $47M YoY, sustainability progress (recycled/bio-based products; Netherlands polycarbonate dissolution pilot) .
Long‑Term Incentive (LTI) Grants – 2024 (Grant date 2/21/2024)
| Award Type | Number of Units | Grant Date Fair Value ($) | Grant Price ($/sh) | Vesting |
|---|---|---|---|---|
| RSUs | 63,855 | 280,962 | 4.40 | 3 equal annual installments starting 1st anniversary (2024 policy) |
| PSUs (Target) | 42,570 | 121,751 | 4.40 | Four TSR performance periods; delivery after year 3 |
| PSUs (Threshold/Max) | 3,193 / 85,140 | — | — | TSR-based vesting 0–200% |
- 2024 LTI mix for Cooney: RSUs 60%, PSUs 40% (target LTI 120% of base salary = $616,200) .
- PSUs vest by relative TSR vs S&P 600 chemical/basic materials; one-year periods for 2024/2025/2026 and a three-year cumulative period; weights: 15%/15%/15%/55%, payout 50% at 25th percentile, 100% at 50th, 200% at 75th; capped at 100% if TSR negative; max value cap 300% of target shares × grant date price .
Long‑Term Incentive (LTI) Grants – 2022 (Grant date 2/16/2022)
| Award Type | Number of Units | Exercise/Grant Price ($/sh) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Stock Options | 7,932 | 58.64 | 180,136 | 3 equal annual installments from 1st anniversary |
| RSUs | 3,070 | 58.64 | 180,025 | Vest in full on 3rd anniversary (pre-2024 policy) |
| PSUs (Target/Max) | 4,093 / 8,186 | 58.64 | 235,225 | TSR-based, delivered after year 3 |
- PSU performance outcome: 2022 PSUs did not meet TSR metrics; no vesting in 2025 .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Outstanding | Shares Beneficially Owned (Paula) | % of Class | Shares Acquirable within 60 Days |
|---|---|---|---|---|
| Mar 31, 2024 | 35,293,759 | 24,610 | * (<1%) | 21,841 |
| Mar 31, 2025 | 35,648,025 | 39,312 | * (<1%) | 19,280 |
- None of the NEOs sold Trinseo shares in 2023 or 2024 .
- Anti-hedging and anti-pledging policy applies to all employees and directors .
Outstanding Equity (unvested) – as of Dec 31, 2023
| Award/Grant | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value ($) | Unvested PSUs (#, at target) | Payout Value ($) |
|---|---|---|---|---|---|---|---|---|
| Options 2/22/2023 | — | 17,022 | 24.08 | 2/22/2032 | — | — | — | — |
| Options 2/16/2022 | 2,644 | 5,288 | 58.64 | 2/16/2031 | — | — | — | — |
| RSUs | — | — | — | — | 7,677 | 64,256 | — | — |
| PSUs | — | — | — | — | — | — | 10,236 | 85,675 |
Ownership Guidelines and Policies
- Stock ownership guideline: 2× base salary for NEOs; 5-year accumulation period from hire; if below due to stock price decline, not deemed breach; 50% post-vest/exercise holding until met .
- As of March 31, 2025, only Bozich, Stasse, Chaclas had served past accumulation date; due solely to price decline, only Bozich not in compliance .
- Hedging and pledging prohibited for all employees and directors .
Employment Terms
Employment Agreement (Key Terms)
- Initial term: one year (auto-renews annually); termination of non-renewal with ≥90 days’ prior written notice; minimum annual base salary (2022) $500,000; target bonus 60% of base; sign-on cash incentive $300,000 vesting ratably over 3 years .
Severance & Change-in-Control Economics (Paula Cooney)
| Trigger | 2024: Cash Separation ($) | 2024: Unvested Equity ($) | 2024: Health & Welfare ($) | 2024: Total ($) | 2025: Cash Separation ($) | 2025: Unvested Equity ($) | 2025: Health & Welfare ($) | 2025: Total ($) |
|---|---|---|---|---|---|---|---|---|
| Termination Without Cause | 1,232,400 | 109,812 | 15,968 | 1,355,444 | 1,232,400 | 389,211 | 14,163 | 1,635,774 |
| Death | — | 164,855 | — | 664,855 (incl. $500k insurance) | — | 508,462 | — | 1,008,462 (incl. $500k insurance) |
| Disability | — | 164,855 | — | 414,855 (incl. $250k insurance) | — | 508,462 | — | 758,462 (incl. $250k insurance) |
| Retirement | — | 158,603 | — | 158,603 | — | 508,462 | — | 508,462 |
| Change in Control | 1,643,200 | 243,530 | 15,968 | 1,899,962 | 1,643,200 | 688,778 | 14,163 | 2,346,141 |
- Double-trigger CIC: benefits payable only if termination without cause or for good reason following a change in control .
- No 280G tax gross-ups in executive employment agreements .
- Clawback: comprehensive recoupment of incentive compensation for accounting restatements under SEC rules; ability to cancel awards or require reimbursement; equity agreements include recoupment for violations of non-compete/non-solicit/confidentiality or inaccurate financial data .
Investment Implications
- Alignment: Mix of time-based RSUs and performance-vested PSUs (60/40 in 2024) tightly ties value realization to TSR against peer chemicals/materials; absence of hedging/pledging and mandatory holding until guidelines are met support alignment .
- Retention risk: Cash severance and CIC economics rose YoY driven by equity valuation changes (stock price used for valuations up to $5.10 vs. $8.37 prior), while no selling by NEOs in 2023–2024 reduces near-term selling pressure; ownership guideline accumulation window still in progress for Cooney .
- Execution signal: 2023 ACI payout at 40% of target with EBITDA at 0% highlights operational challenges; discretionary uplift was tied to refinancing, liquidity, and sustainability initiatives, signaling board support for strategic progress despite financial underperformance .
- Option overhang/value: Cooney’s options are significantly out-of-the-money at older strikes (e.g., $58.64) and at-money/near for 2023 strike ($24.08), moderating immediate exercise incentives; PSUs from 2022 did not vest, emphasizing TSR headwinds .
- Governance quality: Strong clawback, anti-hedging/pledging, double-trigger CIC, and ownership guidelines represent best-practice compensation governance, reducing risk of shareholder-unfriendly outcomes .