Victoria Brifo
TrinseoAbout Victoria Brifo
Victoria Brifo (age 56) has served as an independent director of Trinseo PLC since June 2021. She is Executive Vice President and Chief Human Resources Officer at Air Products and Chemicals, Inc. (NYSE: APD), with prior operational and leadership roles across industrial gases and manufacturing. She holds degrees in chemical engineering and political science from the Massachusetts Institute of Technology, and the Board highlights her leadership, HR, chemicals and manufacturing expertise as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Products & Chemicals (APD) | Executive Vice President & Chief Human Resources Officer | Current | Leads HR operations, Diversity & Inclusion, Talent, Compensation & Benefits; oversees Global Health & Wellness, Corporate Aviation/Transportation |
| Air Products & Chemicals (APD) | Global Transformation Leader, Industrial Gases | 2014 | Led transformation initiatives across industrial gases |
| Air Products & Chemicals (APD) | Global Generated Gases business leader | 2011 | Led global business in Merchant Gases segment |
| Air Products & Chemicals (APD) | Global Manager, Electronics Operations | 2008 | Managed electronics operations globally |
| Air Products & Chemicals (APD) | Global Diversity Director | 2005 | Advanced diversity leadership across company |
| Air Products & Chemicals (APD) | Production site leader; plant leadership roles | 2001 onward | Early operational leadership roles |
| LyondellBasell; Amoco Production Company | Various roles | Pre-2001 | Chemicals/energy sector experience |
External Roles
| Organization | Role | Tenure | Public Company Boards |
|---|---|---|---|
| Air Products & Chemicals (APD) | EVP & CHRO | 2001–present | None; Trinseo proxy states “Other Public Company Directorships: None” |
Board Governance
- Committee memberships: Compensation & Talent Development; Environmental, Health, Safety, Sustainability & Public Policy (EHSS&PP). Not a committee chair; Compensation is chaired by Joseph Alvarado and EHSS&PP is chaired by Sandra Beach Lin .
- Independence: The Board has affirmatively determined all current directors and nominees, except the CEO, are independent under NYSE standards (implies Brifo is independent) .
- Attendance and engagement: Board held 8 meetings in 2024; Audit, Compensation, and Nominating committees held 10, 6 and 5 meetings, respectively; directors attended 100% of Board and committee meetings in 2024. In 2023, no director attended less than 75% of applicable meetings .
- Executive sessions: Non-management directors meet in executive session at least once during each regularly scheduled Board meeting; independent director executive session at least annually. The Board Chair (non-executive) leads these sessions .
- Related-party oversight: Audit committee charters include review/approval of related-party transactions per Item 404(a) of Regulation S-K .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | $90,000 | $90,000 |
| Committee chair fees ($) | $0 (not a chair) | $0 (not a chair) |
| Board chair premium ($) | $0 (not Chair) | $0 (not Chair) |
| Equity retainer – RSUs (grant date fair value, $) | $130,000 | $130,000 |
| Total director compensation ($) | $220,000 | $220,000 |
Director compensation program consists of cash retainer ($90k) and annual RSU grant ($130k) vesting on one-year anniversary; committee chair premiums apply only to chairs (Audit $25k; Compensation $20k; Nominating $15k; EHSS&PP $15k) .
Performance Compensation
| Element | FY 2023 | FY 2024 |
|---|---|---|
| Equity type | Restricted Stock Units (time-based) | Restricted Stock Units (time-based) |
| Annual equity grant fair value ($) | $130,000 | $130,000 |
| Unvested RSUs at year end (shares) | 9,041 shares (vest June 2024) | 41,009 shares (vest June 2025) |
| Vesting schedule | One-year anniversary of grant date | One-year anniversary of grant date |
| Options/PSUs | Not part of director program (cash + RSU only) | |
| Performance metrics tied to director pay | None; RSUs are time-based, no TSR/financial hurdles disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Brifo |
| Compensation committee interlocks | Company discloses no compensation committee interlocks or insider participation issues |
Expertise & Qualifications
- Chemicals and manufacturing industry experience; leadership and HR domain expertise (talent, compensation, organizational transformation) .
- Board skills matrix highlights chemicals and manufacturing experience for Brifo; not flagged for accounting/financial or public company board experience, consistent with her HR/operations pedigree .
Equity Ownership
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Shares beneficially owned | 3,469 | 9,308 |
| Percent of class | <1% (“*”) | <1% (“*”) |
| Shares acquirable within 60 days | 0 | 0 |
- Director ownership guidelines: Each director must hold 5× annual cash retainer in Trinseo shares within 5 years of joining the Board. As of March 31, 2024, seven directors had passed the accumulation date; only Jeffrey Cote was in compliance, with several non-compliant due solely to stock price decline (Alvarado, De Leener, Lin, Johnson, Steinmetz). Until meeting the requirement, non-compliant directors must retain 50% of shares post-vesting (net of taxes) .
- Anti-hedging/pledging: Company prohibits hedging and generally disallows pledging/margin accounts; any pledging requires pre-approval and demonstration of capacity to repay .
Governance Assessment
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Board effectiveness: Brifo contributes HR, talent, and transformation expertise to the Compensation & Talent Development Committee and sustainability oversight via EHSS&PP—aligned to recruitment/retention and ESG risk oversight. Strong attendance (100% in 2024) supports engagement quality .
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Independence and conflicts: Board confirms independence (except CEO). No related-party transactions involving directors are highlighted; audit committee formally oversees related-party reviews under Item 404(a) .
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Alignment signals: Director pay mix emphasizes equity retainer RSUs with annual vesting and share ownership guidelines, promoting alignment despite small personal holdings (<1% of class). Anti-hedging/pledging policies further reinforce alignment .
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RED FLAGS
- Board-wide ownership guideline compliance pressure due to stock price declines (several non-compliant directors as of March 31, 2024), though not a breach if previously in compliance; retention requirements apply until met .
- Limited personal share ownership by Brifo (<1%), typical for outside directors but may temper “skin-in-the-game” optics; mitigated by annual RSU grants and share ownership guidelines .
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Overall: Governance posture shows independence, full attendance, ESG oversight, and formal anti-hedging policies. No disclosed interlocks or related-party issues tied to Brifo. Equity retainer design is time-based without performance hurdles—standard for directors—placing emphasis on ownership guidelines for alignment .