Trinseo (NYSE: TSE) awards conditional cash retention bonuses to top executives

Rhea-AI Filing Summary

Trinseo PLC approved one-time conditional cash retention bonuses for its named executive officers. The Compensation Committee granted awards of $3,200,000 to President and CEO Frank Bozich, $2,500,000 to Executive Vice President and CFO David Stasse, $1,700,000 to Senior Vice President Francesca Reverberi, $1,350,000 to Senior Vice President and Chief Legal Officer Angelo Chaclas, and $1,000,000 to Senior Vice President and Chief Human Resources Officer Paula Cooney. These retention awards were paid on or about January 8, 2026 and are conditioned on each executive remaining employed through March 31, 2027, except in the case of a defined Qualifying Termination, or else the awards must be fully repaid to the company.

Insights

Executive compensation and governance analyst

Trinseo grants sizable one-time retention bonuses with strict clawback terms.

Trinseo PLC has implemented one-time cash retention awards for its named executive officers, with the largest award of $3,200,000 to the CEO and additional awards ranging from $1,000,000 to $2,500,000 for other senior leaders. These awards are intended to secure leadership continuity during the period through March 31, 2027.

A key feature is the requirement that executives generally remain employed until March 31, 2027, or the awards must be fully repaid, subject to a defined Qualifying Termination. This creates a strong retention and clawback structure rather than an ongoing salary increase or equity grant. The awards were paid on or about January 8, 2026, so the cash outflow is immediate while the retention benefit extends over more than a year.

From a governance perspective, investors may focus on how these cash awards align with company performance, but the disclosed terms emphasize continued service and repayment obligations. Subsequent company disclosures may provide added context on how these retention arrangements interact with overall compensation design and leadership stability.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): January 6, 2026

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Trinseo PLC

(Exact name of registrant as specified in its charter)

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Ireland	​	001-36473	​	N/A
(State or other jurisdiction of incorporation or organization)	​	(Commission File Number)	​	(I.R.S. Employer Identification Number)

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440 East Swedesford Road, Suite 301,

Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

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(610) 240-3200

(Telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class	Trading symbol(s)	Name of Each Exchange on which registered
Ordinary Shares, par value $0.01 per share	TSE	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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ITEM 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On January 6, 2026 the Compensation Committee of the Board of Directors of Trinseo PLC (the “Company”) approved one-time conditional retention bonus awards (the “Retention Awards”) for the Company’s named executive officers (the “NEOs”). The Retention Awards granted to the NEOs were granted pursuant to, and subject to the terms and conditions of, a conditional retention award letter agreement, the form of which is filed as Exhibit 10.1 hereto and incorporated by reference herein (the “Award Agreement”). The Company entered into an Award Agreement with each of its NEOs, providing for the following Retention Awards:

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Named Executive Officer	Amount
Frank Bozich, President and Chief Executive Officer	$3,200,000
David Stasse, Executive Vice President and Chief Financial Officer	$2,500,000
Francesca Reverberi, Senior Vice President, Engineered Materials and Polymer Solutions	$1,700,000
Angelo Chaclas, Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary	$1,350,000
Paula Cooney, Senior Vice President and Chief Human Resources Officer	$1,000,000

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The Award Agreements provide that each Retention Award is conditioned upon the NEO’s continued employment until March 31, 2027, except pursuant to a Qualifying Termination (as defined therein), otherwise such Retention Award shall be fully repaid to the Company, less applicable withholdings. The Company paid the Retention Awards, less applicable withholdings, on or about January 8, 2026.

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Pursuant to the terms of the Award Agreements, the Retention Awards will be paid subject to the NEO’s agreement with the following terms (as applicable):

(i) forfeiture of any cash payment under the Company’s 2025 annual performance award (bonus) program approved in 2026;

(ii) cancellation of vesting of any existing cash-settled long-term incentive awards previously granted under the Company’s Amended and Restated 2014 Omnibus Incentive Plan;

(iii) forfeiture of any new long-term incentive awards scheduled to be granted in 2026;

(iv) cancellation of any existing retention bonus payments scheduled to be paid in 2026; and

(v) waiver of the ability to terminate employment under his or her existing employment agreement with the Company for “Good Reason” (as defined therein).

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The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Award Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.

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ITEM 9.01 10.1	Exhibits. Form of Conditional Retention Award Letter Agreement
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	TRINSEO PLC
	By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer
Date: January 12, 2026

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FAQ

What executive retention bonuses did Trinseo PLC (TSE) approve?

Trinseo PLC approved one-time conditional cash retention awards for its named executive officers, including $3,200,000 for President and CEO Frank Bozich, $2,500,000 for Executive Vice President and CFO David Stasse, $1,700,000 for Senior Vice President Francesca Reverberi, $1,350,000 for Senior Vice President and Chief Legal Officer Angelo Chaclas, and $1,000,000 for Senior Vice President and Chief Human Resources Officer Paula Cooney.

What conditions apply to the Trinseo (TSE) executive retention awards?

Each retention award is conditioned on the executive’s continued employment with Trinseo PLC through March 31, 2027, except in the case of a defined Qualifying Termination. If this condition is not met, the award must be fully repaid to the company, less applicable withholdings.

When were the Trinseo (TSE) retention bonuses paid to executives?

Trinseo PLC paid the one-time conditional retention awards to its named executive officers on or about January 8, 2026, subject to applicable withholdings and the terms of the award agreements.

Who are the named executive officers receiving retention awards at Trinseo (TSE)?

The named executive officers receiving retention awards are Frank Bozich David Stasse Francesca Reverberi Angelo Chaclas Paula Cooney

Is there a clawback feature in the Trinseo (TSE) retention awards?

Yes. Under the award agreements, if a named executive officer does not remain employed until March 31, 2027, other than due to a Qualifying Termination as defined in the agreement, the retention award must be fully repaid to Trinseo PLC, less applicable withholdings.

Where can investors find the full terms of Trinseo’s (TSE) retention award agreements?

The full terms of the conditional retention award letter agreement are set out in Exhibit 10.1, which is incorporated by reference and provides the complete form of the Award Agreement used for each named executive officer.