Rainer Schewe
TrinseoAbout Rainer Schewe
Rainer Schewe is Senior Vice President—Supply Chain & Manufacturing Services at Trinseo (NYSE: TSE). He is 61, joined Trinseo in April 2020 as VP—Supply Chain Services, and added Manufacturing Services responsibility in March 2024; previously he was EVP & Chief Supply Chain Officer at A. Schulman (now part of LyondellBasell) and earlier VP/Business Unit Director for Custom Performance Colors in EMEA. He is a State-Certified Engineer in Chemical Engineering (Fresenius Akademie Wiesbaden) and completed an Apprenticeship as a Chemical Laboratory Technician (RWTH Aachen), Germany . Company performance during his tenure shows multi‑year declines in TSR alongside improved Adjusted EBITDA in 2024 versus 2023; see table below for TSR, net income, and Adjusted EBITDA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| A. Schulman, Inc. (now LyondellBasell) | EVP & Chief Supply Chain Officer | Not disclosed | Not disclosed |
| A. Schulman, Inc. (EMEA) | Vice President & Business Unit Director, Custom Performance Colors | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in Trinseo executive biography | — | — | — |
Fixed Compensation
- Executive compensation decisions are set by the Compensation & Talent Development Committee; the CEO recommends pay for executive officers and the committee approves annual base salary, annual cash incentives, and long-term equity awards. Willis Towers Watson serves as independent compensation consultant .
- Specific base salary, target bonus, and LTI mix for Mr. Schewe are not disclosed (he is not listed as a Named Executive Officer (NEO) in the Summary Compensation Table) .
Performance Compensation
Annual Cash Incentive Plan (ACI) – Company Metrics and Outcomes (2024)
| Metric | Target | Actual | Payout as % of Target | Payout as % of Total ACI Plan Bonus |
|---|---|---|---|---|
| ACI Adjusted EBITDA – First Half | $94M | $74M | 0% | 0% |
| ACI Adjusted EBITDA – Second Half | $119M | $113M | 79% | 5.91% |
| ACI Adjusted EBITDA – Full Year | $213M | $187M | 51% | 7.67% |
| Subtotal – EBITDA Component | — | — | — | 13.58% |
| ACI Free Cash Flow – Full Year | $(50M) | $8M | 100% (after negative discretion) | 30% |
- Committee applied negative discretion to cap FCF payout at target given share price decline, Adjusted EBITDA results, and relative TSR; payout set to 100% of target, contributing 30% to total ACI bonus .
Equity Incentives – Design and Vesting
| Award Type | Vesting | Performance Condition | Notes |
|---|---|---|---|
| RSUs | 3 equal annual installments starting 1st anniversary | Time-based | Acceleration on death/disability, certain restructuring/ redundancy terminations, or termination without cause within 2 years of a change in control (CIC); retirement continues vesting on original schedule . |
| PSUs (2024 grants) | 4 performance periods: 2024 (15%), 2025 (15%), 2026 (15%), 2024–2026 (55%) | Relative TSR vs chemical & basic materials companies in S&P 600 Small Cap; 0–200% vesting range | Measured independently per period; dividend reinvestment assumed . |
| Stock Options | 3 equal annual installments starting 1st anniversary | Time-based | Vests over 3 years; options priced at grant‑date fair market value . |
Equity Ownership & Alignment
- Anti‑hedging/pledging: Officers, directors, and employees are prohibited from hedging or pledging Trinseo securities; no short sales or derivative monetization; maintaining securities in margin accounts is prohibited. Any pledge requires preapproval and demonstration of repayment capacity .
- Share ownership guidelines: Directors and executive officers are subject to ownership guidelines with a 5‑year accumulation period and share retention requirements until met; NEO guidelines specifically are 2× base salary (CEO 6×) with retention of 50% of post‑vesting shares until compliant .
- Individual ownership: Mr. Schewe is not listed among directors/NEOs in the beneficial ownership table as of March 31, 2025; no individual share count disclosed for him .
- 2024 sales: No NEO sold Trinseo shares in 2024 (directors largely did not sell either), per policy enforcement; this does not specifically disclose Mr. Schewe’s trading activity .
Employment Terms
| Provision | Terms |
|---|---|
| CIC treatment | Double‑trigger required for CIC benefits under equity awards/employment agreements (termination without cause or for good reason within specified period post‑CIC) . |
| Minimum vesting | Equity plan requires minimum 12‑month vesting, subject to limited exceptions; no automatic grants; no discounted option pricing; no repricing without shareholder approval . |
| RSU termination treatment | RSUs fully vest upon death/disability, termination without cause due to restructuring/redundancy, or termination without cause within 2 years post‑CIC; retirement continues vesting per original schedule; resignation/for‑cause termination forfeits unvested RSUs . |
| Award timing | Annual executive equity grants typically in February on a pre‑set schedule . |
| Clawback | Incentive compensation subject to recoupment in event of accounting restatement; equity agreements allow reimbursement for covenant breaches or overpayment due to inaccurate financial data . |
| Risk controls | Caps on payments, multiple metrics, balanced short/long‑term incentives, ownership/retention requirements to mitigate undue risk . |
Performance & Track Record (Company Level)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($ value of $100) | 149 | 151 | 68 | 26 | 16 |
| Peer Group TSR ($) | 118 | 149 | 132 | 146 | 146 |
| Net (loss) income ($mm) | 7.9 | 440.0 | (430.9) | (701.3) | (348.5) |
| Adjusted EBITDA ($mm) | 285.1 | 729.4 | 311.7 | 154.3 | 203.7 |
Compensation Committee Analysis
- Governance features include at‑risk pay emphasis for executives, no 280G gross‑ups, double‑trigger CIC, anti‑hedging/pledging, ownership guidelines with retention requirements, and clawback policy .
- Willis Towers Watson is retained as independent consultant; committee reviews market competitiveness, governance practices, and alignment of compensation and performance .
- Equity availability constraints led to use of cash‑settled RCUs in 2024–2025 for CEO to preserve share pool and comply with per‑person limits; RCUs are time‑vested and considered less retentive than equity awards (committee increased mix of performance‑vesting equity for CEO in 2025) .
Investment Implications
- Alignment: Strict anti‑hedging/pledging, ownership guidelines with retention, and double‑trigger CIC provisions support alignment and reduce opportunistic trading; RSU/option three‑year vesting and PSU relative‑TSR design tie realized pay to shareholder outcomes .
- Retention risk: Time‑based vesting on RSUs/options and February grant cadence provide structured retention; however, RCUs (cash‑settled) are acknowledged by the committee to have lower retentive value, though this design is driven by share constraints and not specific to Mr. Schewe .
- Pay-for-performance: 2024 ACI payouts reflect negative discretion (FCF limited to target despite exceeding maximum) and EBITDA underperformance, indicating governance scrutiny amid weak TSR and losses; executives’ variable pay is sensitive to results .
- Disclosure gaps: Mr. Schewe is not an NEO; individual salary, bonus targets, award sizes, ownership, and contract terms are not separately disclosed. Analysts should monitor future proxies and any Item 5.02 filings for changes in his role, compensation, or employment terms .