ITEM 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Carol Flaton and Jill Frizzley to the Board
On January 16, 2026, the Board of Directors (the “Board”) of Trinseo PLC (the “Company”) voted to increase the size of the Board to eleven members. The Board also voted to fill the vacancies created by the increase to the size of the Board by appointing two new independent directors, Carol Flaton and Jill Frizzley, to the Board, effective immediately. The Board determined that Ms. Flaton and Ms. Frizzley are independent directors in accordance with applicable New York Stock Exchange listing requirements and rules.
In connection with the Company’s ongoing discussions with its financial stakeholders regarding its capital structure, the Board believes that Ms. Flaton and Ms. Frizzley will bring valuable expertise to the Board. Ms. Flaton has over 30 years of experience in banking & finance, transformation & restructuring, and governance & risk management. Since her retirement, Ms. Flaton has served as an independent director for multiple public and private companies, and currently serves on the board of QVC Group, Inc. Ms. Frizzley currently serves as the president of Wildrose Partners LLC, an independent consulting company providing governance and related advisory services to multiple corporations. Ms. Frizzley also currently serves as a director for LanzaTechGlobal, Inc. and has previously served as a director on numerous public and private boards. Ms. Frizzley has extensive corporate experience with complex corporate governance, strategic transactions, and business transformations.
In connection with their appointments to the Board, on January 12, 2026, Ms. Flaton and Ms. Frizzley each entered into an amendment to an existing consulting agreement with the Company (as amended, the “Agreements”) that contemplates payment of a $50,000 monthly fee for their service on the Board, among other things. In light of this monthly fee, the Board suspended the application of the Company’s standard director compensation program to Ms. Flaton and Ms. Frizzley.
Further, under the terms of the Agreements, Ms. Flaton and Ms. Frizzley are subject to the terms of the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended on September 30, 2021, and which is incorporated by reference herein.
There are no other arrangements or understandings between Ms. Flaton and Ms. Frizzley and any other persons pursuant to which each was selected as a director. Additionally, neither Ms. Flaton and Ms. Frizzley has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Cautionary Note on Forward-Looking Statements
This Current Report may contain forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts or guarantees or assurances of future performance. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “believe,” “intend,” “forecast,” “outlook,” “will,” “may,” “might,” “see,” “tend,” “assume,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would” or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on the Company’s current expectations and assumptions regarding its business, the economy, its current indebtedness, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Factors that might cause future results to differ from those expressed by the forward-looking statements include, but are not limited to, outcome of discussions with our financial stakeholders regarding our capital structure, our ability to successfully execute our overall business and transformation strategy; increased costs or disruption in the supply of raw materials; deterioration of our credit profile limiting our access to commercial credit; compliance with laws and regulations impacting our business; conditions in the global economy and capital markets; our current and future levels of indebtedness and ability to service our debt; our ability to meet the covenants under our existing indebtedness; our ability to generate cash flows from operations; our ability to successfully implement and complete
