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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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☒	 	Definitive Proxy Statement	
		
☐	 	Definitive Additional Materials	
		
☐	 	Soliciting Material under §240.14a-12	
Trinseo S.A.
(Name of Registrant as Specified In Its Charter)
 
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Trinseo S.A.
Extraordinary General Meeting of Shareholders
Luxembourg, Grand Duchy of Luxembourg
November 28, 2017
Meeting begins at 5:20 p.m. CEST Doors Open at 5:00 p.m. CEST
Sofitel Luxembourg Europe
4, rue du Fort Niedergrünewald
BP 512 / Quartier Européen Nord
L-2015 Luxembourg
Grand Duchy of Luxembourg
Registered office of Trinseo S.A.:
46A avenue John F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
Principal executive offices of Trinseo S.A.
1000 Chesterbrook Boulevard, Suite 300
Berwyn, Pennsylvania 19312
(610) 240-3200
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To the Shareholders of Trinseo S.A.:
Notice is hereby given that an Extraordinary General Meeting of Shareholders of Trinseo S.A. (“we,” “Trinseo” or the “Company”) will be held at the Sofitel Luxembourg Europe, 4, rue du Fort Niedergrünewald, BP 512 / Quartier Européen Nord, L-2015 Luxembourg, Grand Duchy of Luxembourg on Tuesday, November 28, 2017, at 5:20 p.m., local time, for the purposes described below and in further detail in the proxy statement accompanying this notice:
First, for the purpose of approving an ordinary resolution:
 
1.	To elect one Class III director, Mr. Henri Steinmetz, to serve for a term until the 2020 annual general meeting of shareholders.	
Second, for the purpose of approving or authorizing any other business properly brought before the Extraordinary General Meeting of Shareholders.
It is expected that this Notice of Extraordinary General Meeting and proxy statement will first be available to shareholders on or about October 20, 2017.
Shareholders of record at the close of business on October 17, 2017 are entitled to notice of, and entitled to vote at, the Extraordinary General Meeting and any adjournments or postponements thereof. To attend the Extraordinary General Meeting, you must demonstrate that you were a Trinseo shareholder as of the close of business on October 17, 2017, or hold a valid proxy for the Extraordinary General Meeting from such a shareholder.

	
By Order of the Board of Directors	

Angelo N. Chaclas	
Senior Vice President, Chief Legal Officer and Corporate Secretary	
October 20, 2017	

Table of Contents
 Table of Contents

Proxy Statement	  	 	1	 	
		
Questions and Answers About the Extraordinary Meeting and the Proxy Materials	  	 	1	 	
		
Proposal 1—Election of Class III Director	  	 	4	 	
		
Corporate Governance	  	 	12	 	
		
Board Structure and Committee Composition	  	 	15	 	
		
Our Company’s Executive Officers	  	 	17	 	
		
Transactions with Related Persons	  	 	19	 	
		
Stock Ownership Information	  	 	20	 	
		
Section  16(a) Beneficial Ownership Reporting Compliance	  	 	21	 	
		
Compensation Discussion and Analysis	  	 	22	 	
		
Executive Compensation	  	 	32	 	
		
Director Compensation	  	 	42	 	
		
Shareholder Proposals and Director Nominations	  	 	43	 	
		
Available Information	  	 	43	 	

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PROXY STATEMENT
 
 Proxy Statement
 
Our Board of Directors (the “Board”) of Trinseo S.A. solicits your proxy for the Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”) to be held on November 28, 2017, and at any adjournments or postponements of the Extraordinary Meeting, for the purposes set forth in the Notice of the Extraordinary General Meeting of Shareholders included in this proxy statement. As
used in this Proxy Statement, the terms “we,” “us,” “our” “Company” or “Trinseo” refer to Trinseo S.A. Proxy materials, including this Proxy Statement are being first provided to shareholders on or about October 20, 2017. Our registered address is 46A avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

 Questions and Answers about the Extraordinary Meeting and the Proxy Materials
 
Where is the Extraordinary Meeting being held?
 
We will hold the Extraordinary Meeting at 5:20 p.m., local time on Tuesday, November 28, 2017 at the Sofitel Luxembourg Europe hotel located at 4, rue du Fort Niedergrünewald, BP 512 / Quartier Européen Nord, L-2015 Luxembourg, Grand Duchy of Luxembourg. When you arrive in the lobby, check in at the front desk and ask to be directed to the Trinseo Extraordinary Meeting. We reserve the right to request that you to present a photo ID and verify your status as a shareholder. We will not permit cameras or other recording devices at the Extraordinary Meeting. All cell phones must be turned off once the Extraordinary Meeting is convened.
What will shareholders vote on at the Extraordinary Meeting?
 
Shareholders will be asked to vote:
 
1.	To elect one Class III director, Mr. Henri Steinmetz, to serve for a term until the 2020 annual general meeting of shareholders; and	
 
2.	Any other business properly brought before the Extraordinary Meeting of Shareholders.	
We do not expect any other matters to be presented at the meeting. If other matters are properly presented for voting, the persons named as proxies will vote in accordance with their best judgment on those matters.
Who is entitled to vote at the Extraordinary Meeting?
 
Shareholders of record as of the close of business on October 17, 2017 are entitled to vote at the Extraordinary Meeting. On that date, there were 43,703,314 of our ordinary shares outstanding. Each ordinary share is entitled to one vote.
What is a shareholder of record?
 
If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the shareholder of record for those shares. As the shareholder of record, you have the right to vote your shares.
If your shares are held in a stock brokerage account or by a bank, or other holder of record, you are considered the beneficial owner of shares held in street name. Your broker, bank, or other holder of record is the shareholder of record for those shares. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record on how to vote your shares.
What constitutes a quorum for consideration of proposals at the Extraordinary Meeting?
 
Under our Articles of Association, the holders of a majority of the ordinary shares outstanding and entitled to vote at the Extraordinary Meeting shall constitute a quorum for the transaction of business at the Extraordinary Meeting. Ordinary shares represented in person or by proxy will be counted for purposes of determining whether a quorum is present. Abstentions and broker non-votes (if any) will be treated as present at the Extraordinary Meeting and will be counted for quorum purposes.
How many votes are required at the Extraordinary Meeting to elect the director nominee?
 
The proposal to elect the director nominee requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy at the Extraordinary Meeting and entitled to vote.

							
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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY MEETING AND THE PROXY MATERIALS
 
How do I vote?
 
If you are a shareholder of record, you may vote in person at the meeting. If you do not wish to vote in person or if you will not be attending the meeting, you may vote by telephone, or over the Internet, by following the instructions provided on your proxy card. You may also complete, sign, and date your proxy card and return it in the prepaid envelope that was included with the printed materials.
If you are a beneficial owner of shares and you wish to vote in person at the Extraordinary Meeting, you must obtain a proxy from your broker, bank, or other shareholder of record and present it to the inspector of election with your ballot. If you do not wish to vote in person or will not be attending the Extraordinary Meeting, you may vote by following the proxy voting instructions provided with the proxy materials you received from the shareholder of record of your shares. If you received a printed copy of the proxy materials, you should have received a proxy card and voting instructions from the shareholder of record of your shares.
If you submit a signed proxy card for the Extraordinary Meeting but do not fill out the voting instructions, the persons named as proxy holders will vote the shares represented by your proxy “FOR” authorizing the Company, with approval of the Board, to elect one Class III director, Mr. Henri Steinmetz, to serve for a term until the 2020 annual general meeting of shareholders.
If there are not sufficient votes to approve the Proposal at the Extraordinary Meeting, in accordance with the Company’s Articles of Association, the chairman may adjourn the Extraordinary Meeting to permit the further solicitation of proxies. Additionally, under Luxembourg law, the Board may adjourn the Extraordinary Meeting for up to four weeks. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against the Proposal, to permit the further solicitation of proxies. Abstentions and broker non-votes, if any, will not have any effect on the result of the vote for adjournment. If any nominee should become unavailable, your shares will be voted for another nominee selected by the Board or for only the remaining nominees.
Brokers are not permitted to vote your shares on the Proposal. If your shares are held in the name of a broker or nominee and you do not instruct the broker or nominee how to vote or if you abstain or withhold authority to vote, your shares will not be counted as having been voted, but will be counted as in attendance at the meeting for purposes of a quorum.
If you do not vote your shares, you will not have a say on the important proposal to be voted upon at the Extraordinary Meeting.
What happens if I abstain from voting or my broker withholds my vote?
 
For the proposal to be considered at the meeting, abstentions are treated as shares that are represented and entitled to vote, so abstaining has the same effect as a negative vote. Shares held by brokers that do not have discretionary authority to vote on the proposal and that have not received voting instructions from their customers are not counted as being represented or entitled to vote on the proposal, which has the effect of reducing the number of affirmative votes needed to approve the proposal.
Should I submit a proxy even if I plan to attend the Extraordinary Meeting in person?
 
To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Extraordinary Meeting in person. If you attend the Extraordinary Meeting in person and are a shareholder of record, you may also submit your vote in person, and any previous votes that you submitted will be superseded by the vote that you cast at the Extraordinary Meeting. Internet and phone voting will be cut-off at 11:59 p.m., Eastern Time, on November 27, 2017.
Who will bear the cost of soliciting votes for the Extraordinary Meeting?
 
We will bear the expense of the solicitation of proxies for the Extraordinary Meeting. Solicitation of proxies may be made by mail, in person or telephone by officers, directors and other employees of the Company and by employees of Broadridge Financial Solutions, Inc. (“Broadridge”). We will reimburse Broadridge and the Company’s banks, brokers, and other custodians, nominees and fiduciaries for their reasonable costs in the preparation and mailing of proxy materials to shareholders.
A shareholder may also choose to vote electronically by accessing the Internet site stated on their proxy card or proxy voting instructions or by using the toll-free telephone number provided in in its proxy card or proxy voting instructions. Shareholders that vote through the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which will be borne by the shareholder.
Can I revoke my proxy?
 
Your proxy may be revoked by giving notice of revocation to Trinseo in writing, by accessing the Internet site, by using the

							
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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY MEETING AND THE PROXY MATERIALS
 
toll-free telephone number, or in person at the Extraordinary Meeting. A shareholder may also change his or her vote by executing and returning to the Company a later-dated proxy, by submitting a later-dated electronic vote through the Internet site, by using the toll-free telephone number or in person at the applicable Extraordinary Meeting.
 
The Internet and telephone procedures for voting and for revoking or changing a vote are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been properly recorded.

							
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PROPOSAL 1—ELECTION OF CLASS III DIRECTOR
 
 Proposal 1—Election of Class III Director
 
Trinseo has a classified board of directors currently consisting of three directors with terms expiring in 2018 (Class I), three directors with terms expiring in 2019 (Class II), and two directors with terms expiring in 2020 (Class III). At each annual general meeting of shareholders, directors in one class are elected for a full term of three years to succeed those directors whose terms are expiring.
The Class III director nominee, Mr. Henri Steinmetz, will stand for election to serve for a term expiring at the 2020 annual general meeting. The persons named in the enclosed proxy will vote to elect Mr. Steinmetz unless the proxy is marked otherwise. Mr. Steinmetz has indicated his willingness to serve, if elected. However, if Mr. Steinmetz should be unable to serve, the ordinary shares represented by proxies may be voted for a substitute nominee designated by the Board. Management has no reason to believe that Mr. Steinmetz will not serve his term as a director.
We seek nominees with established strong professional reputations, sophistication, business acumen and experience in the global materials, chemical and related manufacturing industries. We also seek nominees with experience in
substantive areas that are important to our business such as chemical industry expertise, international operations; accounting, finance and capital structure; strategic planning and leadership of complex organizations; human resources and development practices; and innovation. In addition, we believe that our nominees should possess the professional and personal qualifications necessary for board service, and we have highlighted particularly noteworthy attributes in each of the biographies of our directors and our nominee below.
Mr. Steinmetz is a new director nominee nominated by the Board to fill the seat vacated by Jeannot Krecké and is standing for election at this Extraordinary General Meeting. If elected, he will hold office until our 2020 annual general meeting of shareholders and until his successor is duly elected and qualified. Mr. Steinmetz offers our Board decades of experience in the chemical industry as well as a global perspective and significant chief executive officer experience. Mr. Steinmetz will not be able to serve as a director unless his appointment is approved by a majority of the votes cast by our shareholders.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE ELECTION OF HENRI STEINMETZ AS A CLASS III DIRECTOR.

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PROPOSAL 1—ELECTION OF CLASS III DIRECTOR
 
Director Nominee with Term Expiring in 2020 (Class III Director)

	    	 
H ENRI S TEINMETZ
 
Age: 61	    		
Professional Experience:
Since 2016 Mr. Steinmetz has served as Chief Executive Officer of the Ceramtec Group, a global supplier of advanced ceramics. From 2009 to 2016, Mr. Steinmetz was Executive Director and Chief Executive Officer of Ruetgers N.V., Europe’s leading manufacturer of chemical raw materials made from coal tar. Prior to joining Ruetgers N.V., Mr. Steinmetz was President of Sulzer Metco, a worldwide technology leader in coating materials, from 2004 to 2008, and an Executive Vice President at Great Lakes Chemical Corporation from 2000 to 2004.
Education:
Mr. Steinmetz graduated with a M.S. in metallurgy from the Technical University Clausthal, Germany and has an MBA from INSEAD Fontainebleau, France.
Other Public Company Directorships:
None
Director Qualifications:
Mr. Steinmetz has significant global chief executive officer experience and decades of chemical industry experience, which make him well-positioned to provide significant contributions to our Board.

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PROPOSAL 1—ELECTION OF CLASS III DIRECTOR
 
Directors with Terms Expiring in 2018 (Class I Directors)

	    	 
J OSEPH A LVARADO
 
Age: 65
 
Director Since: March 2017
 
Committee Membership:
•    Audit
•    Environmental, Health, Safety & Public Policy	    		
Professional Experience:
Mr. Alvarado is Chairman and Chief Executive Officer of Commercial Metals Company (NYSE: CMC), a global manufacturer, recycler and marketer of steel and other metals. He joined CMC in April 2010 as Executive Vice President and Chief Operating Officer, was named President and Chief Operating Officer in April 2011, and became President and Chief Executive Officer in September 2011. In January 2017, he passed his President title to his Chief Operating Officer. He has been Chairman of CMC’s board of directors since January 2013. Prior to joining CMC, he was President and Chief Operating Officer of Lone Star Technologies, Inc. from 2004 to 2007. In June 2007, following the acquisition of Lone Star Technologies, Inc. by United States Steel Corporation, Mr. Alvarado was named President of U.S. Steel Tubular Products, Inc., a division of United States Steel Corporation, a position he held until March 2009. Mr. Alvarado began his career at Inland Steel Company in 1976 and spent 21 years with the company in roles of increasing responsibility. He then served in executive roles with Birmingham Steel Corporation and Ispat North America Inc. until joining Lone Star Technologies.
Education:
Mr. Alvarado has an MBA from Cornell University and a B.A. degree in Economics from University of Notre Dame.
Other Public Company Directorships:
Commercial Metals Company (NYSE: CMC) since 2011
Spectra Energy Corp (NYSE: SE) from 2011 until February 2017
Director Qualifications:
Mr. Alvarado brings years of experience in a cyclical commodities-driven industry and significant perspective on global operations and strategic planning.

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PROPOSAL 1—ELECTION OF CLASS III DIRECTOR

					
	    	 
J EFFREY J. C OTE
 
Age: 50
 
Director Since: May 2014
 
Committee Membership:
•    Audit
•    Compensation	    		
Professional Experience:
Mr. Cote has served as Chief Operating Officer of Sensata Technologies Holding N.V. (NYSE: ST) since July 2012 and as Executive Vice President of its Global Sensing Solutions business since November 2015. He joined Sensata as Senior Vice President and Chief Financial Officer in January 2007, and was appointed Executive Vice President in July 2007. From March 2005 to December 2006, Mr. Cote was Chief Operating Officer of the law firm Ropes & Gray. From January 2000 to March 2005, Mr. Cote was Chief Operating, Financial and Administrative Officer of Digitas. Previously he worked for Ernst & Young LLP from 1989 until 1997. Mr. Cote is a certified public accountant.
Education:
Mr. Cote received a B.A. degree in Business Administration and a Master of Accounting from Florida Atlantic University.
Other Public Company Directorships:
None
Director Qualifications:
Mr. Cote brings significant management, capital markets and accounting experience to our Board.

	    	 
P IERRE - MARIE D E L EENER
 
Age: 60
 
Director Since: May 2014
 
Committee Membership:
•    Audit
•    Environmental, Health, Safety & Public Policy	    		
Professional Experience:
Mr. De Leener served as interim CEO of Braas Monier Building Group SA from January 2016 to November 2016 and has been Chairman of its Board of Directors since June 2014. Prior to that, he served as Executive Vice President for PPG Industries, Inc. from July 2010 until December 2012. From June 2008 until August 2011, Mr. De Leener also served as President of PPG Europe S.A. Mr. De Leener previously served as Chief Executive Officer of SigmaKalon Group from 1998 until January 2008. In addition, Mr. De Leener served as a member of the Total Fina operating committee from 1998 until 2001.
Education:
Mr. De Leener received a B.A. degree in Economics and Philosophy and a Master of Chemical Engineering degree from Catholic University of Louvain, Belgium.
Other Public Company Directorships:
None
Director Qualifications:
Mr. De Leener brings valuable management and chemical industry experience to our Board.

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PROPOSAL 1—ELECTION OF CLASS III DIRECTOR
 
Directors with Terms Expiring in 2019 (Class II Directors)

	    	 
P HILIP M ARTENS
 
Age: 57
 
Director Since: September 2016
 
Committee Membership:
•    Compensation
•    Nominating & Corporate Governance	    		
Professional Experience:
From February 2011 to April 2015, Mr. Martens served as President and Chief Executive Officer of Novelis, Inc., a leader in aluminum rolled products and can recycling with worldwide operations. He joined Novelis as President and Chief Operating Officer in April 2009. Prior to his employment with Novelis, Mr. Martens served as Senior Vice President of light vehicle systems for ArvinMeritor Inc., a distributor for engine and transmission parts and President and Chief Executive Officer designate of Arvin Innovation, a leading global provider of dynamic motion and control automotive systems. From 1987 to 2005, Mr. Martens held various product development and engineering roles at Ford Motor Company, including his most recent role as a group vice president of product creation from 2003 to 2005.
Education:
Mr. Martens has an MBA from University of Michigan and received his B.S. degree in mechanical engineering from Virginia Polytechnic Institute.
Other Public Company Directorships:
Graphic Packaging Holding Company (NYSE: GPK) since 2013
Plexus Corporation (NASDAQ: PLXS) from 2010 until February 2017
Director Qualifications:
Mr. Martens brings to the board of directors significant leadership and management experience in global manufacturing operations, along with innovation expertise.

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PROPOSAL 1—ELECTION OF CLASS III DIRECTOR

					
	    	 
C HRISTOPHER D. P APPAS
 
Age: 62
 
Director Since: October 2010
 
Committee Membership:
•    Environmental, Health, Safety & Public Policy	    		
Professional Experience:
Mr. Pappas joined Trinseo as President and Chief Executive Officer in June 2010 and served as interim chief financial officer from November 2015 until June 2016. Prior to joining Trinseo, Mr. Pappas held a number of executive positions at NOVA Chemicals of increasing responsibility from July 2000 to November 2009, most recently as President and Chief Executive Officer from May 2009 to November 2009, President & Chief Operations Officer from October 2006 to April 2009 and Vice President and President of Styrenics from July 2000 to September 2006. Before joining NOVA Chemicals, Mr. Pappas was Commercial Vice President of DuPont Dow Elastomers where he joined as Vice President of ethylene elastomers in 1995. Mr. Pappas began his chemicals career in 1978 with The Dow Chemical Company (“Dow”) where he held various sales and managerial positions until 1995.
Education:
Mr. Pappas holds a B.S. degree in Civil Engineering from the Georgia Institute of Technology and an MBA from the Wharton School of Business at The University of Pennsylvania.
Other Public Company Directorships:
FirstEnergy Corp. (NYSE: FE) since 2011
Univar, Inc. (NYSE: UNVR) since 2015
Director Qualifications:
Mr. Pappas is highly qualified to serve on our Board due to his public company board experience and his more than 30 years of management experience with major companies in the chemical industry, and by his leadership of the Company since its formation. In these roles he has also acquired and demonstrated substantial financial expertise which is valuable to the Company’s Board.

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PROPOSAL 1—ELECTION OF CLASS III DIRECTOR

					
	    	 
S TEPHEN M. Z IDE
 
Age: 57
 
Chairman Director Since: June 2010
 
Committee Membership:
•    Compensation
•    Nominating & Corporate Governance	    		
Professional Experience:
Mr. Zide is a senior advisor to Bain Capital in the private equity business, having joined the firm in 1997. From 2001 through 2015, Mr. Zide was a Managing Director of Bain Capital. Prior to joining Bain Capital, Mr. Zide was a partner of the law firm of Kirkland & Ellis LLP, where he was a founding member of the New York office and specialized in representing private equity and venture capital firms.
Education:
Mr. Zide received an MBA from Harvard Business School, a Juris Doctorate from Boston University School of Law, and a B.A. degree from the University of Rochester.
Other Public Company Directorships:
Sensata Technologies B.V. (NYSE: ST) since 2010
HD Supply Holdings, Inc. (NASDAQ: HDS) from 2007 to 2014
Innophos Holdings, Inc. (NASDAQ: IPHS) from 2004 to 2013
Director Qualifications:
Mr. Zide brings to the Board extensive negotiating and financing expertise gained from his training and experience as a legal advisor, and later as a private equity professional and financial advisor. In addition, Mr. Zide has had significant involvement with the Company since its 2010 formation, and has served as a director of numerous public and private companies during his career in private equity and law.

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PROPOSAL 1—ELECTION OF CLASS III DIRECTOR
 
Directors with Terms Expiring in 2020 (Class III Directors)

	    	 
K’ LYNNE J OHNSON
 
Age: 49
 
Director Since: March 2017
 
Committee Membership:
•    Compensation
•    Nominating & Corporate Governance	    		
Professional Experience:
Ms. Johnson served as President and Chief Executive Officer of Elevance Renewable Sciences Inc., a specialty chemicals company, from 2007 to 2015, and as Chairwoman from 2015 to 2016. Ms. Johnson joined Elevance after over 20 years’ experience working within the oil and petrochemicals industry for Amoco Corporation and BP p.l.c. (joining BP after its merger with Amoco in 1998). During this time she held both operational and functional roles, culminating in her role as Senior Vice President of Global Derivatives within BP’s global Innovene business, which included P&L accountability for multiple global commodity and specialty chemicals businesses.
Education:
Ms. Johnson graduated from Brigham Young University with a degree in Management and Organizational Behavior (M.O.B.) and a B.S. in Psychology.
Other Public Company Directorships:
FMC Corporation (NYSE: FMC) since 2013
Director Qualifications:
Ms. Johnson brings to our board valuable experience in operational leadership and chemical industry expertise.

	    	 
D ONALD T. M ISHEFF
 
Age: 61
 
Director Since: February 2015
 
Committee Membership:
•    Audit
•    Nominating & Corporate Governance	    		
Professional Experience:
Mr. Misheff served as managing partner from 2003 until his retirement in 2011 of the Northeast Ohio offices of Ernst & Young LLP, a public accounting firm. As the managing partner of the Northeast Ohio offices of Ernst & Young LLP, Mr. Misheff advised many of the region’s largest companies on financial and corporate governance issues. He began his career with Ernst & Young LLP in 1978 as part of the audit staff and later joined the tax practice, specializing in accounting/financial reporting for income taxes, purchase accounting, and mergers and acquisitions. He has more than 30 years of experience performing, reviewing, and overseeing the audits of financial statements of a wide range of public companies.
Education:
Mr. Misheff graduated from the University of Akron with a B.S. degree in Accounting.
Other Public Company Directorships:
TimkenSteel Corporation (NYSE: TMST) since 2014
First Energy Corp. (NYSE: FE) since 2012
Director Qualifications:
Mr. Misheff brings extensive financial, accounting and public company corporate governance experience to our Board.

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CORPORATE GOVERNANCE
 
 Corporate Governance
Board Nominees. Under its charter, our nominating and corporate governance committee is responsible for recommending to the Board candidates to stand election to the Board at the Company’s annual general meeting of shareholders and for recommending candidates to fill vacancies on the Board that may occur between annual general meetings. It is the policy of the Board that directors should possess the highest personal and professional ethics, integrity and values. Board members are expected to become and remain informed about the Company, its business and its industry and rigorously prepare for, attend and participate in all Board and applicable committee meetings. The committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience. In addition, the Board considers, in light of our business and Board composition, each director nominee’s experience, qualifications, attributes and skills that are identified in the biographical information contained under “Proposal 1—Election of Class III Director.”
The nominating and corporate governance committee considers properly submitted recommendations for candidates to the Board from shareholders. Any shareholder may submit in writing nominations of persons for consideration for each shareholder meeting at which directors are to be elected by not later than the 90 th  calendar day nor earlier than the 120 th  calendar day before the date of the annual general meeting. Any shareholder recommendations for consideration by the Board should include the candidate’s name, biographical information, information regarding any relationships between the candidate and the shareholder within the last three years, a statement of recommendation of the candidate from the shareholder, a description of our shares beneficially owned by the shareholder, a description of all arrangements between the candidate and the recommending shareholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate’s willingness to serve on the Board of Directors, any other information required to be provided under securities laws and regulations, and a written indication to provide such other information as the Board may reasonably request. Recommendations should be sent to Angelo N. Chaclas, Corporate Secretary, Trinseo S.A., 1000 Chesterbrook Boulevard, Suite 300, Berwyn, PA 19312. The Board evaluates candidates for the position of director recommended by shareholders or others in the same manner as candidates from other sources. The Board will determine whether to interview any candidates and may seek additional information about candidates from third-party sources.
The Company has engaged an executive search firm to identify potential Board nominees on behalf of the Board. The executive search firm is instructed to identify candidates meeting the Board’s desires with respect to diversity, experience, skill, and qualifications and perform preliminary screenings of such candidates on behalf of the Board. The Board specifically requested the executive search firm identify at least one candidate who was a Luxembourg resident. Mr. Steinmetz is a Luxembourg resident.
Board Independence. Our Corporate Governance Guidelines provide that our Board shall consist of such number of directors who are independent as is required and determined in accordance with applicable laws and regulations and requirements of the NYSE. The Board evaluates any relationships of each director and nominee with Trinseo and makes an affirmative determination whether or not such director or nominee is independent. Under our Corporate Governance Guidelines, an “independent” director is one who meets the qualification requirements for being an independent director under applicable laws and the corporate governance listing standards of the NYSE. Our Board reviews any transactions and relationships between each director or any member of his or her immediate family and Trinseo. The purpose of this review is to determine whether there were any such relationships or transactions and, if so, whether they were inconsistent with a determination that the director was independent. As a result of this review, our Board has affirmatively determined that all of our current directors, except for Mr. Pappas, are independent under the governance and listing standards of the NYSE.
Diversity and Board Expertise. While we do not have a formal policy with respect to diversity, we believe that the diversity considerations are an important element, among many, when identifying director nominees who will best serve the needs of the Company and the interests of our shareholders. We believe diversity considerations enable us to provide sound and prudent guidance by developing a Board with a diverse range of talents, ages, skills, character, expertise, professional experiences, and backgrounds.
Risk Oversight. Risk is inherent in every material business activity that we undertake. Our business exposes us to strategic, credit, market, compliance, operational and reputational risks. To support our corporate goals and objectives, risk appetite, and business and risk strategies, we maintain a governance structure that delineates the responsibilities for risk management activities, and the governance and oversight of those activities, between management and our Board. The Board is committed to

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CORPORATE GOVERNANCE
 
strong, independent oversight of management and risk through a governance structure that includes other Board committees. Under our structure, it is management’s responsibility to manage risk and bring to the Board’s attention risks that are material to Trinseo. The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to Trinseo. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular reports to the Board at Board meetings. The Board divides its risk oversight responsibilities between itself and its committees by having each review or assess key issues or areas of responsibility as follows:

Board of Directors	  	•    Strategic, financial, and execution risks and exposures associated with our annual and multi-year business plans
 
•    Major litigation and other matters that present material risk to our operations, plans, prospects, or reputation
 
•    Acquisitions and divestures
 
•    Senior management succession planning
 	
Audit Committee	  	•    Risks associated with financial accounting matters, including financial reporting, accounting, disclosure, and internal controls over financial reporting
 
•    Our ethics and compliance programs
 
•    Related party transactions
 	
Compensation Committee	  	•    Risks related to the design of our executive compensation programs, plans, and arrangements
 	
Nominating and Corporate Governance Committee
 	  	 
•    Risks related to our governance structures and processes	
Environmental, Health, Safety and Public Policy Committee	  	•    Our environmental, health and safety risk management programs
 
•    The alignment of our environmental, health, safety, sustainability, social and public policy program with the Company’s business strategy and creation of stakeholder value
 	
Board Leadership Structure. Under our Corporate Governance Guidelines, our Board may select a Chairman of the Board of Directors at any time, who may also be an executive officer of the Company. The Board has currently chosen to separate the roles of Chairman and Chief Executive Officer. Mr. Zide, our current non-executive Chairman of the Board of Directors, has served as a director since 2010 and brings to the Board extensive knowledge and expertise in strategy, mergers and acquisitions. The Board believes that the separate roles of Mr. Zide and Mr. Pappas, our Chief Executive Officer, are in the best interest of Trinseo and its shareholders, at this time. Mr. Zide has in-depth knowledge of our business arising from his many years of service to Trinseo and, as a result, provides effective leadership for the Board and support for Mr. Pappas and other management. The structure permits Mr. Pappas to devote his attention to leading Trinseo and to executing on our business strategy.
Board Attendance. We expect our board members to prepare for, attend and participate in all board and applicable committee meetings. Our Board held 7 meetings in 2016. The audit, compensation, and nominating and corporate governance committees held 9, 5, and 4 meetings in 2016, respectively. No Board member attended less than 75% of our board and committee meetings, as applicable, in 2016.
We do not have a policy for the attendance of our directors at our annual general meeting of shareholders. We had two directors in attendance for our 2016 annual general meeting of shareholders for which no shareholders attended. Under Luxembourg law we are required to receive notice by the meeting’s record date of a shareholder’s intention to attend the annual general meeting of shareholders in person. Additionally, our annual general meeting of shareholders, unless there is an exceptional circumstance, are held in Luxembourg.
Executive Sessions. Our Corporate Governance Guidelines provide that the non-management directors of the Board meet in executive session at least once during each regularly scheduled Board meeting to review matters concerning the relationship of the Board with the management directors and other members of senior management and such other matters as it deems appropriate. Additionally, the Board is required to have least one executive session annually of its independent directors. Mr. Zide acts as the chair of these executive sessions.
Board Annual Performance Reviews. Pursuant to our Corporate Governance Guidelines the Board annually conducts a self-evaluation of the Board as a whole. In accordance with the written charters of our audit committee, compensation committee

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CORPORATE GOVERNANCE
 
and nominating and corporate governance committee, we also evaluate each committee’s performance on an annual basis and report to the Board the findings.
Code of Business Conduct. We have adopted a written Code of Business Conduct applicable to all directors, officers and employees and a written Code of Ethics for Senior Financial Employees, applicable to our Chief Executive Officer, Chief Financial Officer, Treasurer, Principal Accounting Officer, Controller, and all employees performing similar functions. These policies are designed to maintain the integrity of our business and financial reporting. These codes cover, among other things, professional conduct, conflicts of interest, accurate recordkeeping and reporting, public communications and the protection of confidential information, as well as adherence to laws and regulations applicable to the conduct of our business. Copies of these codes can be found under the “Corporate Governance” tab and then the “Ethics and Compliance” link on the Investor Relations section of our website, www.investor.trinseo.com .
Corporate Governance Guidelines. We have adopted Corporate Governance Guidelines that outline the Board’s governance policies and practices. The current version of our Corporate Governance Guidelines can be found under the “Corporate Governance” tab and then the “Ethics and Compliance” link on the Investor Relations section of our website, www.investor.trinseo.com.
Communications with Directors. Shareholders and other interested parties may communicate directly with the Board, the non-management directors or the independent directors as a group, or specified individual directors by writing to such individual or group c/o Corporate Secretary, Trinseo S.A., 1000 Chesterbrook, Boulevard, Suite 300, Berwyn, PA 19312. The Corporate Secretary will forward such communications to the relevant group or individual at or prior to the next meeting of the Board. The Board has instructed our Corporate Secretary to review the correspondence prior to forwarding it, and in his discretion, not to forward certain items if he deems them to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration. In these cases, he may forward some of the correspondence elsewhere in the Company for review and possible response.

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BOARD STRUCTURE AND COMMITTEE COMPOSITION
 
 Board Structure and Committee Composition
We have a standing audit committee, compensation committee and a nominating and corporate governance committee with the composition and responsibilities described below. Each committee operates under a charter that has been approved by our Board of Directors. A copy of each charter can be found by clicking on “Corporate Governance” and then “Committee Composition” in the Investor Relations section of our website, www.investor.trinseo.com . The members of each committee are appointed by the Board of Directors and each member serves until his or her successor is elected and qualified, unless he or she is earlier removed or resigns. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.
The table below provides information about the membership of our standing committees during fiscal 2016:

Name	  	Audit	 	 	Compensation	 	 	Nominating
and Corporate
Governance	 	
Jeffrey J. Cote	  	 	X	* 	 	 	X	(1) 	 				
Pierre-Marie De Leener	  	 	X	 	 				 				
Philip R. Martens	  				 	 	X	(2) 	 	 	X	(2) 	
Donald T. Misheff	  	 	X	 	 				 	 	X	(1) 	
Christopher D. Pappas	  				 				 	 	X	* 	
Michel G. Plantevin	  				 	 	X	 	 				
Stephen M. Zide	  	 	 	 	 	 	X	* 	 	 	X	 	
 
*	Chair	
 
(1)	Mr. Cote and Mr. Misheff were appointed as members of our compensation and nominating and corporate governance committees, respectively, effective March 30, 2016.	
 
(2)	Mr. Martens was appointed as a member of our compensation and nominating and corporate governance committees on September 27, 2016.	
Audit Committee
The purpose of the audit committee is set forth in the audit committee charter. The audit committee’s primary duties and responsibilities are to:
 
 	•	 	Appoint or replace, compensate and oversee the outside auditors for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us and will report directly to the audit committee.	
 
 	•	 	Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our outside auditors, which are approved by the audit committee prior to the completion of the audit.	
 
 	•	 	Review and discuss with management and the outside auditors the annual audited and quarterly unaudited financial statements, our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and the selection, application and disclosure of critical accounting policies and practices used in such financial statements.	
 
 	•	 	Review and approve all related party transactions as defined under Item 404(a) of Regulation S-K.	
 
 	•	 	Discuss with management and the outside auditors significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any significant changes in our selection or application of accounting principles, any major issues as to the adequacy of our internal controls and any special steps adopted in light of material control deficiencies.	
A copy of the charter, which satisfies the applicable standards of the Securities and Exchange Commission (the “SEC”) and the NYSE is available on our website. The audit committee currently consists of Donald T. Misheff, Joseph Alvarado, Jeffrey J. Cote and Pierre-Marie De Leener. Our Board has determined that Messrs. Misheff, Cote and De Leener are independent directors pursuant Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 303A.02 of the New York Stock Exchange Listed Company Manual. Each of Messrs. Misheff and Cote is also an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. Mr. Cote serves as chair of the audit committee.

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BOARD STRUCTURE AND COMMITTEE COMPOSITION
 
Compensation Committee
The purpose of the compensation committee is to assist the Board in fulfilling its responsibilities relating to oversight of the compensation of our directors, executive officers and other employees and the administration of our benefits and equity-based compensation programs. The compensation committee reviews and recommends to our Board compensation plans, policies and programs and approves specific compensation levels for all executive officers. The compensation committee currently consists of Jeffrey J. Cote, K’Lynne Johnson, Philip R. Martens, and Stephen M. Zide. Messrs. Cote and Martens and Ms. Johnson joined the compensation committee in March 2016, September 2016, and April 2017, respectively. Mr. Zide serves as chair of the compensation committee. A copy of its charter, which satisfies the applicable standards of the SEC and the NYSE, is available on our website. Pursuant to its charter, the compensation committee may delegate to subcommittees of the compensation committee any of the responsibilities of the full committee.
Nominating and Corporate Governance Committee
The purpose of the nominating and corporate governance committee is to (i) identify, screen and review individuals qualified to serve as directors (consistent with criteria approved by our Board) and recommend to our Board candidates for nomination for election at the annual meeting of shareholders or to fill Board vacancies or newly created directorships; (ii) develop and recommend to our Board and oversee the implementation of our corporate governance guidelines; (iii) oversee evaluations of our Board and (iv) recommend to our Board candidates for appointment to board committees. The nominating and corporate governance committee currently consists of K’Lynne Johnson, Philip R. Martens, Donald T. Misheff, and Stephen M. Zide. Messrs. Misheff and Martens joined the nominating and corporate governance committee in March 2016 and September 2016, respectively. Ms. Johnson joined the nominating and corporate governance committee in April 2017. Mr. Misheff serves as chair of the nominating and corporate governance committee. Our Board has adopted a written charter under which the nominating and corporate governance committee operates. A copy of the charter is available on our website.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves as a member of the board of directors or the compensation committee of any other company that has any executive officers serving as a member of our Board or compensation committee.

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OUR COMPANY’S EXECUTIVE OFFICERS
 
 Our Company’s Executive Officers
Biographical information concerning our President and Chief Executive Officer, Christopher D. Pappas, who also serves as a member of our board of directors, is set forth above under Proposal 1—Election of Class III Director.
Barry J. Niziolek , Executive Vice President and Chief Financial Officer . Mr. Niziolek, age 61, became the Company’s Chief Financial Officer in June 2016. From September 2006 through August 2015, Mr. Niziolek was a Vice President and Controller at E.I. DuPont de Nemours & Company (“DuPont”) where he was responsible for the company’s accounting controls, financial reporting, and financial planning and analysis. During his 34 years at DuPont, he held a wide range of finance roles, including as chief financial officer for the titanium and coatings businesses, as well as chief financial officer for the crop protection business. At DuPont, Mr. Niziolek acquired substantial experience in finance leadership, governance and compliance, board interactions, mergers and acquisitions, risk management, capital structure, corporate planning, new business development, and investor relations. Mr. Niziolek began his career at KPMG, where he was a senior auditor. Mr. Niziolek has a bachelor of science degree in accounting from Wilkes University and his MBA from University of Delaware. He is a certified public accountant.
Timothy M. Stedman, Senior Vice President and Business President, Feedstocks, Plastics and Global Integrated Business Services. Mr. Stedman, age 47, joined the Company as Senior Vice President and Business President, Basic Plastics & Feedstocks, in November 2015. In this role, he was responsible for business leadership for polystyrene, co-polymers, polycarbonate, and styrene monomer. In his current role, which began in October 2017, Mr. Stedman also became responsible for the Company’s performance plastics business. As part of his role, he serves as a member of the operating committee of the Plastics Division of the American Chemistry Council. Prior to joining the Company, Mr. Stedman spent more than 20 years with ExxonMobil Chemical working in the U.K., the U.S., and Belgium. Most recently, Mr. Stedman was the Europe Business Director for ExxonMobil Chemical’s Basic Chemicals business, and prior to that was the Site Manager for the Fife Ethylene Plant (steam cracker) in Scotland. Stedman also led Global Sales and Marketing organizations for several ExxonMobil Chemical’s Polymers and Intermediates businesses, including the Santoprene business that was formally part of the Advanced Elastomers Systems joint venture with Monsanto. Mr. Stedman served on the boards of Petrochemicals Europe and the European Petrochemical Association until September 2015 and was also a member of the Energy and Climate Change Leadership Group of the International Council of Chemical Associations (ICCA). Mr. Stedman holds a degree in Chemical Engineering from the University of Manchester Institute of Science and Technology, U.K., and the Ecole Nationale Supérieure des Industries Chimiques, Nancy, France. He is also a Chartered Engineer and a Fellow of the Institute of Chemical Engineers (U.K.).
Hayati Yarkadas, Senior Vice President and Business President, Latex Binders, Synthetic Rubber and Global Procurement. Mr. Yarkadas, age 49, joined the Company in November 2015 to lead the rubber, latex, and performance plastics businesses. Since October 2017, Mr. Yarkadas now leads the latex binders and synthetic rubber businesses, along with the global procurement function and leadership of the Asia Pacific region. Mr. Yarkadas has more than 20 years of experience in the materials business. From July 2013 to November 2015, Mr. Yarkadas led the food ingredient business of Tate & Lyle in Europe as Senior Vice President and General Manager, based in London. Prior to that, Mr. Yarkadas spent over 17 years with DuPont in many of its worldwide locations. Most recently Mr. Yarkadas served as General Manager of the DuPont Teijin Films joint venture from May 2009 to May 2013. Previously, he was Global Business Director for DuPont Advanced Glass Interlayers and held a series of roles in sales, sales management, Six Sigma, marketing, product management and business management in plastics and chemicals. Throughout his career, Mr. Yarkadas gained significant operating and global leadership skills with various roles in Turkey, the U.K., Switzerland, the U.S., and Luxembourg. Mr. Yarkadas has a master’s degree in Mechanical Engineering from Istanbul Technical University and an MBA from Imperial College London.
Angelo N. Chaclas, Senior Vice President, Chief Legal Officer, and Corporate Secretary. Mr. Chaclas, age 54, has been the Company’s Chief Legal Officer, Senior Vice President, and Corporate Secretary since January 2015. In his role, he provides legal support for all capital markets, transactional, compliance, commercial, regulatory, governance, intellectual property and other operational activities of the Company worldwide. Mr. Chaclas joined the Company in 2010 as Associate General Counsel and Chief Intellectual Property Counsel, where he managed the Company’s global intellectual property portfolio and supported the legal activities of several of the Company’s commercial businesses. Prior to joining the Company in 2010, Mr. Chaclas was Deputy General Counsel and Chief Counsel for the software division of Pitney Bowes where he led its Intellectual Property, Technology Law and Procurement legal functions. Mr. Chaclas holds a bachelor’s degree in Mechanical Engineering from Tufts University and a Juris Doctorate from Pace University.
Marilyn N. Horner, Senior Vice President—Human Resources. Ms. Horner, age 59, joined the Company as Senior Vice President of Human Resources in January 2011. Prior to joining the Company, Ms. Horner held a number of executive positions at NOVA

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OUR COMPANY’S EXECUTIVE OFFICERS
 
Chemicals where she started her career in 1988. She served as the Senior Vice President and Chief Human Resources Officer for NOVA Chemicals from 2008 to December 2010. Ms. Horner also held the positions of Vice President Finance and Controller, Olefins / Polyolefins Division; Vice President Human Resources and Organizational Effectiveness; and Vice President to the Chief Executive Officer. Ms. Horner holds a Bachelor of Commerce degree and an MBA from the University of Windsor in Ontario, Canada.
E. Jeffery Denton, Senior Vice President—Corporate Development and Business Services. Mr. Denton, age 52, joined the Company as Vice President—Shared Services and Feedstocks in June 2010 and was named Vice President—Corporate Development and Business Services in October 2014, and subsequently Senior Vice President in October 2015. Mr. Denton is responsible for the Company’s Information Technology and Corporate Development functions. He previously served in a similar role at the Company (when it was a division of Dow) from September 2009 until June 2010 and as the Director of Joint Venture Implementation at Dow from February 2006 until September 2009. Mr. Denton received a bachelor’s degree in Business Administration from Alma College.
Catherine C. Maxey, Vice President—Public Affairs, Sustainability and Environment, Health and Safety. Ms. Maxey, age 51, joined the Company as Vice President—Public Affairs and Business Intelligence in June 2010. Previously she held positions of increasing responsibility at Dow, which she joined in 1988, most recently as Public Affairs director for Mergers & Acquisitions, Joint Ventures, Dow Portfolio Optimization/Divestitures and Manufacturing and Engineering from March 2009 until June 2010. She also served as Dow’s Business Public Affairs Director for Performance Chemicals from 2003 to June 2008. Ms. Maxey received a bachelor’s degree in Journalism/Science Writing from Lehigh University.
David P. Stasse, Vice President—Treasury and Corporate Finance. Mr. Stasse, age 47, joined the Company in July 2013 as Vice President and Treasurer with responsibility for all treasury and investor relations matters, including cash management, risk management, relationships with rating agencies and commercial banks, and financing matters. Mr. Stasse joined the Company from Freescale Semiconductor, Inc., a global semiconductor manufacturer that serves the automotive, networking, consumer and industrial markets, where he served as Vice President and Treasurer since July 2008, and Assistant Treasurer from August 2006 to July 2008. Mr. Stasse holds a MBA in Finance from the University of Maryland and a Bachelor of Science degree in Business Logistics from Penn State University.

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TRANSACTIONS WITH RELATED PERSONS
 
 Transactions with Related Persons
Certain Relationships and Related Transactions
 
Our Conflict of Interest Policy is designed to help our directors, executive officers, and employees address situations that may involve a conflict of interest, which may include related party transactions. These include situations in which an individual’s personal interests are in conflict with the interests of the Company; situations in which an individual or family member receives personal benefits as a result of his or her position with the Company; and situations that may otherwise cast doubt on his or her ability to act objectively with or on behalf of the Company. The Company annually surveys our executive officers and directors regarding potential conflicts of interest. If such conflicts are reported or found, the Legal Department and/or our Chief Compliance Officer will seek to mitigate or eliminate such potential or actual conflict of interest.
Our audit committee charter requires that the audit committee review and approve all related party transactions. The Company also has a written related parties policy. When related party transactions between us and our officers, directors and principal shareholders and their affiliates, are approved by the audit committee, it does so with the understanding that the terms of such transaction are no less favorable to us than those that we could obtain from unaffiliated third parties.
Share Repurchase and Secondary Offerings
 
On March 24, 2016, our former Parent, Bain Capital Everest Manager Holding SCA, sold an aggregate of 10,600,000 of our ordinary shares in a registered, underwritten public offering to Goldman, Sachs & Co. (the “Underwriter”). Concurrent with that offering, the Company repurchased a total of 1,600,000 of our ordinary shares from the Underwriter at a price of $35.63 per share, the same price per share paid by the Underwriter. As a result of the share repurchase, our former Parent received approximately $57,008,000 in proceeds from the Company. Five of our directors at that time, Messrs. Zide, Thomas, Plantevin, Hauser, and Vasseur, were affiliated with our former Parent. Therefore, the decision to repurchase 1,600,000 of our shares at $35.63 was delegated to a committee of disinterested directors consisting of our audit committee members.
During the year ended December 31, 2016, our former Parent also sold 37,269,567 ordinary shares pursuant to the Company’s shelf registration statement filed with the SEC. In connection with these secondary offerings, the Company incurred advisory, accounting, legal and printing expenses on behalf of the former Parent of $2.5 million during the year ended December 31, 2016. The Company was obligated to pay these expenses under a June 17, 2010 registration rights agreement entered into with our former Parent at the time of our Company’s formation. These expenses were included within “Selling, general and administrative expenses” in the Company’s 2016 consolidated statement of operations contained in its 2016 Annual Report on Form 10-K. During the period of these transactions, six of our directors, Messrs. Zide, Thomas, Plantevin, Hauser and Vasseur and Ms. Springham, were affiliated with our former Parent.

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STOCK OWNERSHIP INFORMATION
 
 Stock Ownership Information
The following table sets forth information regarding the beneficial ownership of our ordinary shares, nominal value $0.01, as of October 17, 2017 by:
 
 	•	 	each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our ordinary shares;	
 
 	•	 	each of our named executive officers, director nominees and directors; and	
 
 	•	 	all of our directors, director nominees and executive officers as a group.	
As of October 17, 2017, we had 43,703,314 ordinary shares outstanding (excluding treasury shares), all of which were held by public investors (including certain of our directors and executive officers), the details of which are reflected in the table below.
Information with respect to beneficial ownership has been furnished by each director, director nominee, officer or beneficial owner of more than 5% of our ordinary shares. We have determined beneficial ownership in accordance with SEC rules. These rules generally attribute beneficial ownership of shares to persons who possess sole or shared voting or investment power with respect to such shares. The information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, the number of ordinary shares deemed outstanding includes shares issuable upon exercise of options and held by the respective person or group which may be exercised or converted within 60 days after October 17, 2017. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person or entity, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person or entity. Mr. Pugh has been excluded from the table since he is no longer required to file reports with the SEC for all of his equity transactions due to his March 1, 2017 retirement. As of March 1, 2017, Mr. Pugh held 83,880 shares, which included 56,151 vested options.
Unless otherwise indicated below, the address for each listed director, director nominee, officer and shareholder is c/o Trinseo S.A., 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312. The inclusion in the following table of those shares, however, does not constitute an admission that the named shareholder is a direct or indirect beneficial owner. Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each shareholder named in the following table possesses sole voting and investment power over the shares listed, except for those jointly owned with that person’s spouse.

Name	  	Number of
Shares of
Company	 	  	Percentage	 	
Management	  				  				
Christopher D. Pappas(1)	  	 	32,733	 	  	 	*	 	
Barry J. Niziolek(2)	  	 	9,134	 	  	 	*	 	
Timothy M. Stedman	  	 	2,111	 	  	 	*	 	
Hayati Yarkadas(3)	  	 	9,610	 	  	 	*	 	
Joseph Alvarado	  	 	—	 	  	 	*	 	
Jeffrey J. Cote	  	 	9,422	 	  	 	*	 	
Pierre-Marie De Leener	  	 	7,894	 	  	 	*	 	
K’Lynne Johnson	  	 	—	 	  	 	*	 	
Philip R. Martens	  	 	1,505	 	  	 	*	 	
Donald T. Misheff	  	 	4,844	 	  	 	*	 	
Henri Steinmetz	  	 	—	 	  	 	*	 	
Stephen M. Zide	  	 	4,930	 	  	 	*	 	
All Directors, Nominees and Executive Officers as a Group (18 persons)(4)	  	 	115,091	 	  	 	*	 	
 
*	Indicates less than one percent.	
 
(1)	The number of shares of the Company includes 22,733 vested options.	
 
(2)	The number of shares of the Company consists of 9,134 vested options.	
 
(3)	The number of shares of the Company includes 7,510 vested options.	
 
(4)	The number of shares of the Company includes 66,085 vested options.	

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
 Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, among others, to file with the SEC an initial report of ownership of our stock on a Form 3 and reports of changes in ownership on a Form 4 or a Form 5. Persons subject to Section 16 are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. Under SEC rules, certain forms of indirect ownership and ownership of company stock by certain family members are covered by these reporting requirements. When requested, we assist our executive officers and directors in preparing initial ownership reports and reporting ownership changes and will file these reports on their behalf. Based solely on a review of the copies of such forms in our possession, and on written representations from our current directors and executive officers, we believe all of our executive officers and directors filed the required reports on a timely basis under Section 16(a) during 2016.

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COMPENSATION DISCUSSION AND ANALYSIS
 
 Compensation Discussion and Analysis
This compensation discussion and analysis (CD&A) section is intended to provide information about our 2016 compensation objectives and programs for our named executive officers. For 2016, our named executive officers, or NEOs, were:

Name	  	Position	
Christopher D. Pappas	  	President and Chief Executive Officer	
Martin Pugh*	  	Executive Vice President and Chief Operating Officer	
Barry J. Niziolek	  	Executive Vice President and Chief Financial Officer	
Timothy M. Stedman	  	Senior Vice President and Business President, Basic Plastics and Feedstocks	
Hayati Yarkadas	  	Senior Vice President and Business President, Performance Materials	
 
 	*	Mr. Pugh retired from the Company effective March 1, 2017.	
This CD&A is divided into the following sections:
 
 	•	 	Executive Summary	
 
 	•	 	Compensation Philosophy and Design	
 
 	•	 	How We Make Compensation Decisions	
 
 	•	 	2016 Compensation Structure & Performance	
 
 	•	 	Other Compensation and Tax Matters	
Executive Summary
 
Business Achievements
We had record financial performance in 2016, which included steady improvement within our Performance Materials division, as well as record results from our Basic Plastics & Feedstocks division. Our results reflected our continued efforts on investing in growth areas, reducing costs through streamlining our portfolio and asset footprint, generating cash, and improving our net leverage and reducing interest expense. We also had record environmental, health and safety performance as measured by our Responsible Care ® program goals, with zero process safety incidents, and only two spills and four recordable injuries. As a result the annual cash incentive plan bonuses paid to our NEOs ranged from approximately 144% to 150% of the target bonus amount.
Consideration of 2016 Advisory Vote on Executive Compensation
The compensation committee regularly reviews the philosophy, objectives and elements of our executive compensation programs in relation to our short- and long-term business objectives. As part of this review, the compensation committee considers the views of shareholders as reflected in their annual advisory vote on our executive compensation proposal. At our 2016 annual general meeting of shareholders, our executive compensation proposal received support from approximately 83.4% of the votes cast. We continue to evaluate opportunities to enhance our compensation programs to attract top talent and provide further alignment with the interests of our shareholders.
In 2016 we adopted a clawback policy that allows incentive-based compensation to be clawed back to the extent it was awarded on the achievement of financial results that become subject to an accounting restatement that should have resulted in the executive receiving a lower amount of compensation had our financial results been properly reported. See “ Compensation Philosophy and Design—Maintaining Best Practices Regarding Executive Compensation .”
For 2017, we have also changed our compensation program to put a greater focus on at-risk, long-term incentive-based compensation by including performance award stock units (“PSUs”) as a component of our executives’ target equity compensation. Executive target equity compensation will now be delivered in the form of stock options (30%), restricted stock units (30%), and PSUs (40%). We believe the addition of PSUs, along with providing a higher concentration of equity compensation in PSUs over the other equity compensation components, will provide greater alignment between our executive compensation program and the creation of shareholder value through the Company’s long-term strategic initiatives.

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COMPENSATION DISCUSSION AND ANALYSIS
 
The PSUs will vest on the third anniversary of the grant date, subject to the Company’s relative total shareholder return (“TSR”) performance, assuming the reinvestment of dividends, against the performance of 59 other chemical companies with shares traded on a major U.S. stock exchange and have a market capitalization exceeding $500 million dollars at the time the award is granted. The amount of PSUs that will vest are generally as follows:

Trinseo Percentile Ranking Relative to Peer Group	  	% of Target Shares Vested* 	 	
Under 25 th percentile	  	 	0% 	 	
25 th percentile	  	 	50% 	 	
50 th percentile	  	 	100% 	 	
75 th percentile	  	 	200% 	 	
 
 	*	Vesting is interpolated between the 25 th and 50 th and between the 50 th and 75 th percentiles	
Regardless of the targets above vesting will be capped at 100% of target if the Company’s TSR is negative for the performance period. Additionally, the total value of the awards delivered at vesting is capped at three times the target shares multiplied by the grant date share price. Because we assume reinvestment of dividends, dividend equivalents will accrue during the performance period. However, dividend equivalents will be paid only if and to the extent the PSUs vest, since we do not believe the executives should receive the benefit of such dividend earnings if the performance criteria associated with the PSU award is otherwise not met.
Beginning in 2016, our Board began changing the composition of the compensation committee and has added additional members from its newly appointed directors. We believe the new composition will provide a fresh perspective on compensation matters.
Compensation Philosophy and Design
 
Overview
Our executive compensation policies and programs are designed to attract, retain and motivate key executives through competitive and cost effective programs that reinforce executive accountability and reward the achievement of business and individual results. Executive compensation consists of four main elements: (1) base salary, (2) annual cash incentive awards, (3) long-term incentive compensation, and (4) retirement savings and benefit programs. The relative weighting of each element is aligned with our philosophy of linking pay to performance. A substantial percentage of our executives’ compensation is provided in the form of performance-based variable compensation with a greater emphasis on variable components for our senior executives. Annual cash awards are directly linked to corporate results and short-term performance measures, including financial and non-financial goals. Our equity incentive awards align our executives’ interest with those of our shareholders and our long-term business objectives. Executive retirement and benefits programs are generally consistent with the broader employee programs offered in the country where an executive primarily provides services to the Company. We provide limited perquisites to our executives and senior management, and such perquisites are only provided to the extent that they reflect particular business needs and objectives.
We strive to provide our NEOs with a compensation package that is market competitive within our industry and recognizes and rewards superior individual and company performance.

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COMPENSATION DISCUSSION AND ANALYSIS
 
Compensation Mix
The chart below shows the 2016 target mix of compensation between salary and short- and long-term incentive compensation for Mr. Pappas and our other NEOs as a group. Long-term incentive compensation remains the largest component of our NEOs’ compensation in order to incentivize long-term value creation and to provide continued alignment between the interests of our NEOs and shareholders.

CEO Target Compensation	  	Average Target Compensation
for All Other NEOS	
	  		
Maintaining Best Practices Regarding Executive Compensation
Our compensation committee intends to compensate our NEOs in a manner that is consistent with the objectives and design principles outlined above. We have adopted the following compensation practices, which are intended to promote strong corporate governance and alignment with shareholder interests:
Compensation Committee Practices

Clawback and Recoupment Policies	  	We have the right to clawback incentive-based compensation to the extent it was awarded on the achievement of financial results subject to an accounting restatement that should have resulted in the executive receiving a lower amount of compensation had our financial results been properly reported. The Company’s board of directors can recoup this compensation by requiring the reimbursement of compensation previously paid, cancelling outstanding vested or unvested equity awards, or taking any other action permitted by law.
 
Our equity award agreements also provide for the recoupment of all or part of any annual incentive compensation if there is a breach by the executive of his award agreement or any non-competition, non-solicitation, confidentiality or similar covenant or agreement with us or an overpayment of incentive compensation due to inaccurate financial data.	
Share Ownership Guidelines	  	The compensation committee has adopted share ownership guidelines (i) equal to six times base salary for the CEO, and (ii) equal to two times base salary for our other NEOs. The guideline must be achieved by January 1, 2021, or for newly hired executives 5 years from their hire date.
 
Until the guideline is met, the executive must retain as a holding requirement: (i) 50% of the shares issued after vesting and settlement of restricted stock units (shares net of all applicable taxes), and (ii) 50% of the shares issued following the exercise of a stock option (after satisfaction of the exercise price and net of all applicable taxes and full cost to exercise).	

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COMPENSATION DISCUSSION AND ANALYSIS

Mitigate Undue Risk	  	We mitigate undue risk in our compensation program by instituting strong governance policies such as capping potential payments, utilizing multiple performance metrics, striking a balance between short- and long-term incentives and adopting share ownership requirements.	
Compensation at Risk	  	We grant a high percentage of at-risk compensation to our executive officers. We believe this is essential to creating a culture of pay-for-performance.	
Risk Assessment	  	The compensation committee regularly assesses whether our compensation programs and arrangements for our employees encourage excessive risk-taking to ensure that our plans and awards are designed and working in a manner that does not encourage excessive risk taking.	
Anti-Hedging and Pledging Policy	  	We prohibit our executive officers from hedging or pledging the Company’s securities.	
Independent Compensation Consultant	  	The compensation committee retains and annually reviews the independence of its compensation consultant.	
How We Make Compensation Decisions
 
Our compensation committee is responsible for, among other matters: (1) reviewing key executive compensation goals, policies, plans and programs; (2) reviewing the compensation of our executive officers; (3) reviewing and approving employment agreements and other similar arrangements between the Company and our executive officers; and (4) administering our equity-based plans and other incentive compensation plans.
Our Chief Executive Officer reviews annually with the compensation committee each NEO’s performance (other than his own) and recommends to the compensation committee appropriate base salary, annual cash incentive awards and long-term equity incentive awards (to the extent applicable with respect to a particular year) for these NEOs. Based upon the recommendations of our Chief Executive Officer and after considering the objectives of our executive compensation program, as described above, as well as the factors described below under “—Use of Benchmarking Comparison Data”, the compensation committee makes the final recommendation to the Board for annual compensation packages of our executive officers. With respect to our Chief Executive Officer, the compensation committee and/or the Board reviews annually his performance and the compensation committee recommends to the Board his base salary, annual cash incentive awards and grants of long-term equity incentive awards based on the compensation committee’s assessment of his performance, as approved by the Board.
In making decisions with respect to any element of a NEO’s compensation, the compensation committee considered the total compensation that may be awarded to the executive, including salary, annual cash incentive awards and long-term incentive compensation. In addition, in reviewing and approving employment agreements for our NEOs, the compensation committee considered the other benefits to which the officer is entitled by the agreement, including compensation payable upon termination of the executive’s employment under a variety of circumstances. Our goal is to award compensation that is competitive to attract and retain highly qualified leaders and that motivates them to drive strong business performance. We believe that our compensation programs align executive and shareholder interests, while allowing compensation to vary based on each executive’s individual contributions to the Company and to the Company’s overall performance.
Use of Benchmarking Comparison Data
In 2015, the compensation committee selected a peer group of companies, with assistance from Willis Towers Watson, for use in making 2016 compensation decisions, with respect to the total mix and amount of compensation. This peer group consists of companies in the chemical and chemical-related industries, as well as companies in the container and packaging and paper and forest product industries. The compensation committee reviewed various market-based metrics of the peer group that it deemed appropriate, which included enterprise value, revenue, market capitalization, and EBITDA margins, to establish compensation benchmarks.

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COMPENSATION DISCUSSION AND ANALYSIS
 
The compensation committee may annually review the companies included in our peer group and may add or eliminate companies as it determines to be appropriate. The peer group selected for making fiscal 2016 compensation decisions consisted of the following 22 companies:

A. Schulman, Inc.	 	Eastman Chemical Company	 	PolyOne Corporation	
Axiall Corporation	 	Ferro Corporation	 	Resolute Forest Products Inc.	
Berry Plastics Group, Inc.	 	Graphic Packaging Holding Company	 	RPM International Inc.	
Boise Cascade Company	 	Greif, Inc.	 	Silgan Holdings Inc.	
Cabot Corporation	 	HB Fuller Company	 	Stepan Company	
Celanese Corporation	 	Kraton Performance Polymers, Inc.	 	Tronox Limited	
Chemtura Corporation	 	Olin Corporation	 		
Domtar Corporation	 	OMNOVA Solutions Inc.	 	 	
Additionally, the compensation committee reviewed various data from Willis Towers Watson databases to supplement data from the peer group. This data allowed the compensation committee to obtain a broader understanding of market compensation levels.
The compensation committee has retained Willis Towers Watson as its independent compensation consultant. Willis Towers Watson provides the compensation committee with advice on a broad range of executive compensation matters. The scope of their services includes, but is not limited to, the following:
 
 	•	 	Apprising the compensation committee of compensation-related trends and developments in the marketplace;	
 
 	•	 	Informing the compensation committee of regulatory developments relating to executive compensation practices;	
 
 	•	 	Providing the compensation committee with an assessment of the market competitiveness of the Company’s executive compensation;	
 
 	•	 	Assessing the composition of the peer companies used for comparative purposes;	
 
 	•	 	Assessing the executive compensation structure to confirm that no design elements encourage excessive risk taking; and	
 
 	•	 	Identifying potential changes to the executive compensation program to maintain competitiveness and ensure consistency with business strategies, good governance practices and alignment with shareholder interests.	
During fiscal 2016, Willis Towers Watson attended all regularly scheduled meetings of the compensation committee.
In addition to providing the compensation committee with these executive compensation consulting services in 2016, for which it received aggregate fees of $200,000, Willis Towers Watson also provided the Company with the following additional services for which it received fees totaling $290,000: international actuarial support for the Company’s pension and postretirement benefit plans; actuarial support for one of the Company’s domestic welfare benefit plans; and compensation support to management. Before Willis Towers Watson undertook any compensation support work for the Company’s management, the compensation committee was consulted and approved the scope of work.
The compensation committee actively considered the range of the additional services that Willis Towers Watson was already providing to the Company when it made the decision to retain Willis Towers Watson as its independent compensation consultant in 2016. The compensation committee assessed the independence of Willis Towers Watson pursuant to SEC rules and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently representing the compensation committee.
2016 Compensation Structure & Performance
 
The principal components of our executive compensation program include both short-term and long-term compensation. Short-term compensation consists of an executive’s annual base salary and annual cash incentive award. Long-term compensation may include grants of share-based incentives as determined by the compensation committee and approved by the Board. Certain elements of compensation of our NEOs were determined through direct negotiation with the executives at the time of their hiring.

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COMPENSATION DISCUSSION AND ANALYSIS
 
Base Salary
Setting appropriate levels of base pay allows us to attract and retain an executive leadership team that will continue to meet our commitments to customers, sustain profitable growth and create value for our shareholders. The base salaries for our NEOs were determined based on the scope of their responsibilities and our compensation committee members’ collective knowledge of competitive compensation levels, as well as competitive compensation benchmarking data from Willis Tower Watson based on our peer group. Base salaries are reviewed annually by the compensation committee and adjusted from time to time to reflect individual responsibilities, performance and experience, as well as market compensation levels. In 2016, Mr. Pappas’ base salary was raised to $1,100,000 from $1,050,000 effective January 1, 2016. None of the other NEOs received an increase to his base salary in 2016.
Annual Cash Incentive Plan
Our annual cash incentive plan is designed to create a pay for performance culture by aligning the compensation program to the achievement of our strategic and business objectives and with shareholder interests. Our business objectives are to: (1) provide a safe working environment; (2) deliver strong recurring profits relative to our industry; (3) effectively manage our working capital; (4) demonstrate effective cost management; and (5) provide EBITDA growth that is stronger than the industry. The actual amount that will be paid in respect of an annual cash incentive awards is based on a combination of the achievement of Company performance goals as well as individual performance. The performance goals and metrics are recommended by the compensation committee to the Board at the beginning of the year. At the end of the year, the amount paid to each NEO is based on the achievement of the Company performance goals and an assessment of the executive’s overall performance.
For 2016, the annual cash incentive plan was designed to align our executives’ compensation with the Company’s business plan and priorities for the year, and reward performance based on the following three components:
 
 	•	 	Responsible Care ® : Injuries, Spills and Process Safety Incidents (PSIs);	
 
 	•	 	EBITDA: Adjusted as described below; and	
 
 	•	 	Individual Goals: Performance against defined business/functional and individual goals.	
We believe best-in-class environmental, health and safety metrics, as well as individual performance, are important measures for establishing performance objectives and measuring the performance of our NEOs. We are a Responsible Care ® company and our environment, health and safety policy states that protecting people and the environment is part of everything we do and every decision we make. Each employee has a responsibility to ensure that our products and operations meet applicable government and Company standards.
The 2016 annual cash incentive plan includes three key environment, health and safety metrics that we track for our Company—Recordable Injuries as defined by OSHA, Process Safety Incidents as defined by the American Chemistry Council, and Loss of Primary Containment, which is defined as any physical device used to contain a chemical or plastic resin as part of our manufacturing processes. Incentive payouts with respect to these metrics are determined based on our achievement rating for Responsible Care ® performance and in accordance with the threshold, target and maximum levels set forth in the table below.
In 2016, Company financial performance metrics were based on an Adjusted EBITDA target of $343 million and threshold EBITDA of $274 million (in each case, excluding earnings from our joint ventures and Feedstocks segment of $145 million and $73 million, respectively, and including an adjustment of $30 million to reflect the impact of raw material timing). We believe that Adjusted EBITDA is a key measure of our financial performance, removing the impacts of our capital structure (such as interest expense), asset base (such as depreciation and amortization) and tax structure as well as other non-recurring items. Therefore, for purposes of the annual cash incentive plan, we define Adjusted EBITDA, which is considered a non-GAAP measure, as net income (loss) from continuing operations before interest expense, net provision for income taxes; depreciation and amortization expense; asset impairment charges; loss on extinguishment of long-term debt, gains or losses on the disposition of businesses and assets, restructuring and other non-recurring items. Our Adjusted EBITDA performance target metric for the 2016 annual cash incentive awards is set consistent to our 2016 business plan that was approved by the Board, but is also adjusted to exclude earnings from the Company’s joint ventures and its Feedstocks segment and to exclude the impacts of raw material timing. See “ Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Performance Measures ” of our Annual Report on Form 10-K for more information on our approach to calculating Adjusted EBITDA. We exclude the earnings of our joint ventures because the Company does not have direct control of their day-to-day operations. We exclude the earnings of our Feedstocks segment and the impacts of raw material timing because market volatility within this segment and timing impacts are generally outside of our executives’ control but can have a significant positive or negative impact on the Company’s financial performance.

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COMPENSATION DISCUSSION AND ANALYSIS
 
The table below shows the weight and targets of the component metrics, along with the payout opportunity for the annual cash incentive plan.

Performance Goal	  	Weight	 	 	Threshold	 	  	Level of
Performance
Target	 	  	Exceeds	 	
1. Responsible Care ®	  				 				  				  				
Recordable Injuries*	  	 	5	% 	 	 	8	 	  	 	6	 	  	 	4	 	
Loss of Primary Containment*	  	 	5	% 	 	 	10	 	  	 	7	 	  	 	4	 	
Process Safety Incidents*	  	 	5	% 	 	 	2	 	  	 	1	 	  	 	0	 	
Sub-total	  	 	15	% 	 				  				  				
2. Financial Performance	  				 				  				  				
2016 EBITDA Target (Per 2016 Business Plan)	  	 	60	% 	 	$	274M	 	  	$	343M	 	  	$	403M	 	
3. Individual Goals	  	 	25	% 	 				  				  				
Total Opportunity at Target	  	 	100	% 	 				  				  				
Maximum Opportunity	  	 	200	% 	 	 	 	 	  	 	 	 	  	 	 	 	
 
*	Metrics represent incident count.	
In 2016, our achievement rating for Responsible Care ® performance qualified each NEO for a 30% annual cash incentive award payout for the Responsible Care ® component. In addition, based on our 2016 audited financial results, our compensation committee determined that our financial performance component resulted in 82% of the Adjusted EBITDA portion of the bonus becoming payable. Actual results for Responsible Care ® and Adjusted EBITDA financial performance are set forth below:

 	  	% of
Metric Weight	 	 	 	 	  	Level of Performance	 	
 	  			 	Actual	 	  	Threshold	 	  	Target	 	  	Exceeds	 	
Responsible Care ®	  				 				  				  				  				
Recordable Injuries*	  	 	10	% 	 	 	2	 	  	 	8	 	  	 	6	 	  	 	4	 	
Loss of Primary Containment*	  	 	10	% 	 	 	4	 	  	 	10	 	  	 	7	 	  	 	4	 	
Process Safety Incidents*	  	 	10	% 	 	 	0	 	  	 	2	 	  	 	1	 	  	 	0	 	
Responsible Care Total	  	 	30	% 	 				  				  				  				
Financial Performance (Adjusted EBITDA)	  	 	82	% 	 	$	365M	 	  	$	274M	 	  	$	343M	 	  	$	403M	 	
 
*	Metrics represent incident count.	
In addition, each NEO had personal performance goals that included, depending on the individual: corporate or business EBITDA; asset, product optimization and customer profitability; organizational effectiveness; people leadership, and cost management. The results achieved against each of these goals were assessed by the compensation committee and ratings were assigned.
During 2016, the target bonus under this plan for each NEO was based on a percentage of base salary ranging from 150%, in the case of Mr. Pappas, to 75%, in the case of Mr. Pugh, 70% in the case of Mr. Niziolek and 60% in the case of Messrs. Stedman and Yarkadas. The table below shows the 2016 target annual incentive award for each NEO and the actual award payable, based on our performance and the individual’s performance.

NEO	  	Target
Percentage	 	 	Target Amount	 	  	Actual Amount	 	
Christopher D. Pappas	  	 	150	% 	 	$	1,650,000	 	  	$	2,467,960	 	
Martin Pugh(1)	  	 	75	% 	 	$	454,500	 	  	$	653,344	 	
Barry J. Niziolek(2)	  	 	70	% 	 	$	350,000	 	  	$	273,000	 	
Timothy M. Stedman(1)	  	 	60	% 	 	$	272,700	 	  	$	396,779	 	
Hayati Yarkadas(1)	  	 	60	% 	 	$	272,700	 	  	$	402,574	 	
 
 	(1)	Messrs. Pugh, Stedman, and Yarkadas’ compensation is payable in CHF and was converted using the foreign exchange rate of US$1.01 to CHF1.00. This rate was determined by averaging the exchange rates in effect during 2016.	
 
 	(2)	Mr. Niziolek’s actual amount was pro-rated to reflect his June 2016 hire date.	

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COMPENSATION DISCUSSION AND ANALYSIS
 
The table below shows the contribution of each performance metric under our annual cash incentive plan to the actual bonus award earned by our NEOs. All values in this table are shown as a percentage of target.

NEO	  	Responsible
Care (15%)	 	 	EBITDA
(60%)	 	 	Individual
Goals (25%)	 	 	Actual Award as
a % of Target	 	
Christopher D. Pappas	  	 	200	% 	 	 	136	% 	 	 	150	% 	 	 	149.5	% 	
Martin Pugh	  	 	200	% 	 	 	136	% 	 	 	127	% 	 	 	143.8	% 	
Barry J. Niziolek	  	 	200	% 	 	 	136	% 	 	 	128	% 	 	 	144.0	% 	
Timothy M. Stedman	  	 	200	% 	 	 	136	% 	 	 	134	% 	 	 	145.5	% 	
Hayati Yarkadas	  	 	200	% 	 	 	136	% 	 	 	143	% 	 	 	147.6	% 	
Long-Term Equity Incentive Compensation
In February 2016, our Board approved equity award grants to certain key employees, including for NEOs Pappas, Pugh, Stedman and Yarkadas. Mr. Niziolek’s equity award grant was approved in June 2016 due to timing of his start of service with the Company. Each of our NEOs received a grant of restricted stock units and options to purchase our ordinary shares based on a target percentage of their base salary, as shown in the table below. These awards are subject to time-based vesting conditions, with restricted share unit awards vesting in full on the third anniversary of the date of grant and options vesting in three equal annual installments beginning on the first anniversary of the date of grant, in each case generally subject to a NEO’s continuous employment with us on the applicable vesting date.
Our Board chose to grant long-term incentives in the form of stock options and restricted stock units to align the interests of our executives with those of our shareholders, encourage a longer-term view on the part of our executives, and to provide a retention tool, primarily in the form of restricted stock units since they will not vest until the third anniversary of the date of grant. Fifty percent of the grant date value of each NEO’s 2016 award was in the form of stock options and the other fifty percent in the form of restricted stock units. Our board considers the stock options to be performance-based because a stock option will only have value to the extent that our stock price increases after the date the stock option is granted.
For 2017, the Board changed its long-term incentive compensation components to put a greater focus on at-risk, long-term incentive-based compensation by including performance award stock units (“PSUs”) as 40% of the executive’s target equity compensation. The PSUs will vest on the third anniversary of the grant date, subject to the Company’s relative TSR performance. We believe the addition of PSUs, along with providing a higher concentration of equity compensation in PSUs as compared to our restricted stock unit and stock option components, will provide greater alignment between our executive compensation program and the creation of shareholder value through the Company’s long-term strategic initiatives.

Name	    	Target
Percentage	 	    	Target Amount	 	
Christopher D. Pappas	    	 	450	% 	    	$	4,950,000	 	
Martin Pugh(1)	    	 	175	% 	    	$	1,069,006	 	
Barry J. Niziolek	    	 	155	% 	    	$	775,000	 	
Timothy M. Stedman(1)	    	 	100	% 	    	$	458,146	 	
Hayati Yarkadas(1)	    	 	100	% 	    	$	458,146	 	
 
 	(1)	Messrs. Pugh, Stedman, and Yarkadas’ compensation is payable in CHF and the above target amount was converted using the foreign exchange rate of US$1.01 to CHF1.00. This rate was determined by averaging the exchange rates in effect during 2016.	
Other Compensation and Tax Matters
 
Retirement Benefits
Our qualified U.S. savings plan (the “401(k) plan”) provides for (1) annual discretionary Company contributions and (2) employer matching contributions to be credited to participants’ accounts. The U.S.-based NEOs participate in this plan on the same basis as our other employees. We also maintain a non-qualified U.S. savings and deferral plan in which each of our U.S.-based NEOs participates. This plan allows participants to defer a portion of their compensation on a pre-tax basis, with matching contributions from the Company that are payable at a future date based on the terms of the plan. Additionally, the plan provides for discretionary Company contributions in connection with earnings that are in excess of the limitations set forth in the 401(k) Plan.

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COMPENSATION DISCUSSION AND ANALYSIS
 
Our NEOs do not participate or have account balances in any qualified or non-qualified defined benefit pension plans sponsored by the Company, with the exception of Messrs. Pugh, Stedman, and Yarkadas who participate in our Switzerland-based defined contribution retirement plan. Additionally, under the terms of his employment agreement, Mr. Pugh received a one-time retirement allowance of $202,138, in connection with his retirement.
Pursuant to the terms of Mr. Pappas’s employment agreement, he is entitled to a retirement benefit payable in the form of a cash lump sum upon his retirement or other termination of employment in an amount determined in accordance with a formula contained in his employment agreement as described in more detail under “ Executive Compensation—Pension and Other Postretirement Benefits—Supplemental Employee Retirement Benefit ” below.
Severance Benefits
Our NEOs are eligible for severance benefits under their employment agreements upon certain terminations of employment. The agreements provide the NEOs, except Mr. Pappas, with severance benefits in an amount equal to 1.5 times the sum of the executive’s annual base salary and target bonus. Mr. Pappas is eligible for severance benefits in an amount equal to 2.0 times the sum of his annual base salary and target bonus.
Change-in-Control Severance Benefits
We provide change-in-control severance benefits to certain executives, including our current NEOs. These change-in-control severance benefits are intended to minimize the distraction and uncertainty that could affect key management in the event we become involved in a transaction that could result in a change in control of the Company and to enable the executives to impartially evaluate such a transaction. Under the terms of these agreements, each NEO is entitled to a lump sum payment equal to the severance benefits set forth above (rather than payment of severance benefits in installments) if the NEO experiences a termination of employment other than for cause or in the event the NEO resigns for good reason, as defined in the agreements, within two years following a change-in-control of the Company. Mr. Pappas is also entitled to a so-called 280G gross-up with respect to certain payments that may be made to him in connection with a change in control, a benefit that was negotiated at the time Mr. Pappas was hired by us. The compensation committee does not intend to include a 280G gross-up in any new employment agreements or amendments to existing agreements with any other executives.
Other Compensation
Each NEO is eligible to participate in our generally-applicable benefit plans, such as savings, medical, dental, group life, disability and accidental death and dismemberment insurance, in accordance with country practices. Additionally, the Company may offer certain perquisites to certain executives when appropriate or necessary to recruit or retain talented and qualified individuals. As a Company that operates worldwide, we often offer certain types of perquisites to our executives, such as moving or commuting expenses, in order to compensate individuals who relocate. See the footnotes to the “Summary Compensation Table” and the “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table; Other Narrative Disclosure” below for more details regarding the other compensation paid to our NEOs.
Tax and Accounting Considerations
Section 162(m) of the Code imposes a limit of $1,000,000 on the amount that a publicly-traded company may deduct for federal income tax purposes in any taxable year for compensation paid to our CEO and the three other highest-paid NEOs, other than our CFO, who are employed as of the end of the year. To the extent that compensation is “performance-based” within the meaning of Section 162(m) or to the extent that compensation meeting certain requirements is paid during a limited period of time following our IPO, the Section’s limitations will not apply. To qualify as performance based, compensation must, among other things, be paid pursuant to a shareholder approved plan upon the attainment of objective performance criteria.
Our compensation committee believes that the tax deductibility of compensation is an important factor, but not the sole factor, in setting executive compensation policies and in rewarding superior executive performance. However, the compensation committee reserves the right to approve the payment of compensation to our executive officers that does not qualify as “performance-based” within the meaning of Section 162(m) and therefore, may not be deductible for federal income tax purposes.
In determining variable compensation program designs, our compensation committee also considers other tax and accounting implications of particular forms of compensation, such as the implications of Section 409A of the Code governing deferred compensation arrangements and favorable accounting treatment afforded certain equity based plans that are settled in shares.

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COMPENSATION DISCUSSION AND ANALYSIS
 
Timing of Awards
We regularly award annual equity grants to our executive officers in February of each year, so as to provide a pre-set schedule for our equity grants that won’t be impacted by events external or internal to the Company. New hires may, depending on the timing of their hire, be eligible for a grant at the next board meeting following his or her hire.

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EXECUTIVE COMPENSATION
 
 Executive Compensation
Summary Compensation Table
 
The following table sets forth information regarding the compensation paid to or earned by our NEOs for the years ended December 31, 2016, 2015, and 2014, as applicable. For additional information, please read the footnotes and narrative disclosures that follow the table.

Name and
Principal Position	 	Year	 	 	Salary
($)(1)	 	 	Bonus
($)(2)	 	 	Stock
Awards
($)(3)	 	 	Option
Awards
($)(4)	 	 	Non-Equity
Incentive Plan
Compensation
($)(5)	 	 	Changes in
Pension
Value
and Non-
qualified
Deferred
Compensation
Earnings
($)(6)(7)	 	 	All Other
Compensation
($)(8)	 	 	Total ($)	 	
Christopher D. Pappas
President and Chief
Executive Officer	 	 	2016	 	 	$	1,100,000	 	 	$	—	 	 	$	2,475,010	 	 	$	2,409,702	 	 	$	2,467,960	 	 	$	315,140	 	 	$	180,961	 	 	$	8,948,773	 	
	 	 	2015	 	 	$	1,050,000	 	 	$	—	 	 	$	2,100,000	 	 	$	2,100,000	 	 	$	2,693,250	 	 	$	2,048,653	 	 	$	164,000	 	 	$	10,155,903	 	
	 	 	2014	 	 	$	1,000,001	 	 	$	500,000	 	 	$	—	 	 	$	—	 	 	$	1,218,725	 	 	$	2,865,711	 	 	$	165,104	 	 	$	5,749,541	 	
Martin Pugh(9)
EVP & Chief
Operating Officer	 	 	2016	 	 	$	606,000	 	 	$	—	 	 	$	534,518	 	 	$	520,402	 	 	$	653,344	 	 	$	415,550	 	 	$	—	 	 	$	2,729,814	 	
	 	 	2015	 	 	$	622,200	 	 	$	—	 	 	$	467,560	 	 	$	467,560	 	 	$	662,249	 	 	$	184,440	 	 	$	—	 	 	$	2,404,009	 	
	 	 	2014	 	 	$	603,900	 	 	$	549,000	 	 	$	—	 	 	$	—	 	 	$	271,030	 	 	$	424,591	 	 	$	—	 	 	$	1,848,521	 	
Barry J. Niziolek
EVP & Chief Financial Officer	 	 	2016	 	 	$	259,615	 	 	$	—	 	 	$	387,524	 	 	$	387,964	 	 	$	273,000	 	 	$	—	 	 	$	20,135	 	 	$	1,328,238	 	
Timothy M. Stedman(9)
SVP and Business President,
Basic Plastics and Feedstocks	 	 	2016	 	 	$	454,500	 	 	$	459,550	 	 	$	229,083	 	 	$	223,033	 	 	$	396,779	 	 	$	163,198	 	 	$	138,796	 	 	$	2,064,939	 	
Hayati Yarkadas(9)
SVP and Business President,
Performance Materials	 	 	2016	 	 	$	454,500	 	 	$	202,000	 	 	$	229,083	 	 	$	223,033	 	 	$	402,574	 	 	$	162,184	 	 	$	174,301	 	 	$	1,847,675	 	
 
(1)	The amount shown for Mr. Niziolek represents the portion of base salary he received during the period between his hire date of June 13 and December 31, 2016. Prior to Mr. Niziolek’s hiring Mr. Pappas served as the Company’s interim Chief Financial Officer.	
 
(2)	The amount in this column for Mr. Pappas reflects his special retention award paid in 2014. The amount in this column for Mr. Pugh reflects a retention bonus as part of his employment agreement, of which CHF 500,000 was paid in 2014. The amount in this column for Messrs. Stedman and Yarkadas reflect signing bonuses of CHF 455,000 and CHF 200,000, respectively, paid in 2016. The signing bonuses for Messrs. Stedman and Yarkadas were contingent on the executive’s continued employment through the first anniversary of their employment with the Company and were compensation for equity grants from previous employers that were forfeited upon their employment with the Company. Please see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table; Other Narrative Disclosure ” for a description of the staggered signing bonuses due to Messrs. Stedman and Yarkadas under their respective employment agreements.	
 
(3)	The amount in this column reflects the fair value of restricted stock unit awards granted in the periods presented, calculated in accordance with ASC 718. The assumptions used for determining fair value are described in Note 17 to our consolidated financial statements filed with our Annual Report on Form 10-K. There were no grants of restricted stock unit awards under the 2014 Omnibus Incentive Plan prior to 2015.	
 
(4)	The amount in this column reflects the fair value of option awards granted in the periods presented, computed using the Black-Scholes pricing model, whose inputs and assumptions are as of the grant dates and described in Note 17 to our consolidated financial statements filed with our Annual Report on Form 10-K. There were no grants of option awards under the 2014 Omnibus Incentive Plan prior to 2015.	
 
(5)	This amount includes each NEO’s earned cash incentive payout as discussed in “ Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive Plan ” above.	
 
(6)	The amount in this column reflects the aggregate change in the actuarial present value of the applicable named executive officer’s accumulated benefit under our defined benefit pension plan and arrangements in respect of each year in the table, as follows: for Messrs. Pappas, Pugh, Stedman and Yarkadas for the year December 31, 2016 $315,140, $415,550, $163,198, and $162,184, respectively; for Messrs. Pappas and Pugh for the year December 31, 2015 $2,048,653 and $184,440, respectively; for Messrs. Pappas and Pugh for the year ended December 31, 2014 $2,865,711 and $424,591, respectively. Mr. Niziolek did not participate in pension and other postretirement benefit arrangements. Please see “— Pension and Other Postretirement Benefits ” for a description of these arrangements.	
 
(7)	No amount is reported with respect to earnings on non-qualified deferred compensation plans because above market rates are not provided under such plans. See “— U.S. Non-Qualified Deferred Compensation Table ” below for information with respect to the NEOs’ deferred compensation amounts for 2016.	

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EXECUTIVE COMPENSATION

(8)	Included in “All Other Compensation” for fiscal year 2016 were the following items:	

NEO	 	401k
Plan(i)	 	 	Non-qualified
deferred
comp plan(ii)	 	 	Dependent
Education(iii)	 	 	Executive
Education(iv)	 	 	Living
Stipend(v)	 	 	Tax
Gross-up(vi)	 	 	Other(vii)	 	 	Total	 	
Christopher D. Pappas	 	$	21,327	 	 	$	158,050	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	1,584	 	 	$	180,961	 	
Barry J. Niziolek	 	$	19,404	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	731	 	 	$	20,135	 	
Timothy M. Stedman	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	72,720	 	 	$	51,036	 	 	$	15,040	 	 	$	138,796	 	
Hayati Yarkadas	 	 	—	 	 	 	—	 	 	$	93,200	 	 	$	15,755	 	 	 	—	 	 	$	58,175	 	 	$	7,171	 	 	$	174,301	 	
 
 	(i)	Represents Company matching and discretionary contributions to the 401(k) Plan for Messrs. Pappas and Niziolek.	
 
 	(ii)	Represents Company matching and discretionary contributions to our non-qualified deferred compensation plan (such amounts are also included in the “ U.S. Non-Qualified Deferred Compensation Table ” below).	
 
 	(iii)	Represents education expenses provided to Mr. Yarkadas’ dependents, which primarily consists of the payment of $89,765 of tuition for his two minor children provided for in his employment agreement, with the remainder being local language lessons for his spouse. Please see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table; Other Narrative Disclosure ” for a description of Mr. Yarkadas’ employment agreement.	
 
 	(iv)	Represents reimbursements for executive and local language education for Mr. Yarkadas.	
 
 	(v)	Represents Mr. Stedman’s temporary CHF 6,000 monthly incidental living expense allowance. Please see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table; Other Narrative Disclosure ” for a description of Mr. Stedman’s employment agreement.	
 
 	(vi)	Mr. Stedman received a gross-up for tax purposes on the living stipend paid to him. Mr. Yarkadas received a gross-up for tax purposes on the tuition paid on behalf of his minor children. Please see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table; Other Narrative Disclosure ” for a description of Messrs. Stedman’s and Yarkadas’ employment agreements.	
 
 	(vii)	Represents the aggregate of all other compensation items paid to the NEOs for personal benefits, which individually do not exceed $10,000. For Messrs. Pappas and Niziolek these amounts represent group life insurance premiums. For Messrs. Stedman and Yarkadas, the amount in this column includes $7,915 and $7,171, respectively, for tax planning services. For Mr. Stedman, this column also includes $7,125 in personal commuting expenses paid to him under his employment agreement. Please see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table; Other Narrative Disclosure ” for a description of Mr. Stedman’s employment agreement.	
 
(9)	Compensation for Messrs. Pugh, Stedman and Yarkadas was paid or is payable in CHF. The amount of compensation earned or received during 2016, 2015, and 2014 was converted using the foreign exchange rate of US$1.01 to CHF1.00, US$1.037 to CHF1.00, and US$1.098 to CHF1.00, respectively. These rates have been determined by averaging the exchange rates in effect for each calendar year.	
Grant of Plan-Based Awards Table
 
The following table shows all plan-based awards granted to the NEOs during 2016. All equity awards were granted under our 2014 Omnibus Incentive Plan (OIP). All NEOs earned cash incentive awards for 2016 performance under the Company’s annual cash incentive plan (ACIP).

 	 	 	 	 	Estimated Future Payouts
Under Non-Equity
Plan Awards(1)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Name	 	Grant
Date	 	 	Threshold
($)	 	 	Target
($)	 	 	Maximum
($)	 	 	All other
stock
awards:
Number
of
shares of
stock or
units (#)	 	 	All other
option
awards:
Number of
securities
underlying
options (#)	 	 	Exercise
or Base
Price of
Option
Awards
($/Sh)	 	 	Closing
Stock
Price on
Grant
Date
($/Sh)	 	 	Grant
Date
Fair Value
of Stock
and
Option
Awards
($)(2)	 	
Christopher D. Pappas	 				 				 				 				 				 				 				 				 				
OIP—Options	 	 	2/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	243,419	 	 	 	26.97	 	 	 	—	 	 	$	2,409,702	 	
OIP—RSUs	 	 	2/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	91,769	 	 	 	—	 	 	 	—	 	 	 	26.97	 	 	$	2,475,010	 	
ACIP	 	 	2/18/2016	 	 	 	—	 	 	 	1,650,000	 	 	 	3,300,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Martin Pugh	 				 				 				 				 				 				 				 				 				
OIP—Options	 	 	2/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	52,569	 	 	 	26.97	 	 	 	—	 	 	$	520,402	 	
OIP—RSUs	 	 	2/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	19,819	 	 	 	—	 	 	 	—	 	 	 	26.97	 	 	$	534,518	 	
ACIP	 	 	2/18/2016	 	 	 	—	 	 	 	454,500	 	 	 	909,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	

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EXECUTIVE COMPENSATION

 	 	 	 	 	Estimated Future Payouts
Under Non-Equity
Plan  Awards(1)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Name	 	Grant
Date	 	 	Threshold
($)	 	 	Target
($)	 	 	Maximum
($)	 	 	All other
stock
awards:
Number
of
shares of
stock or
units (#)	 	 	All other
option
awards:
Number of
securities
underlying
options (#)	 	 	Exercise
or Base
Price of
Option
Awards
($/Sh)	 	 	Closing
Stock
Price on
Grant
Date
($/Sh)	 	 	Grant
Date
Fair Value
of Stock
and
Option
Awards
($)(2)	 	
Barry J. Niziolek	 				 				 				 				 				 				 				 				 				
OIP—Options	 	 	6/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	27,404	 	 	 	47.45	 	 	 	—	 	 	$	387,964	 	
OIP—RSUs	 	 	6/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	8,167	 	 	 	—	 	 	 	—	 	 	 	47.45	 	 	$	387,524	 	
ACIP	 	 	6/21/2016	 	 	 	—	 	 	 	350,000	 	 	 	700,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Timothy M. Stedman	 				 				 				 				 				 				 				 				 				
OIP—Options	 	 	2/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	22,530	 	 	 	26.97	 	 	 	—	 	 	$	223,033	 	
OIP—RSUs	 	 	2/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	8,494	 	 	 	—	 	 	 	—	 	 	 	26.97	 	 	$	229,083	 	
ACIP	 	 	2/18/2016	 	 	 	—	 	 	 	272,700	 	 	 	545,400	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Hayati Yarkadas	 				 				 				 				 				 				 				 				 				
OIP—Options	 	 	2/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	22,530	 	 	 	26.97	 	 	 	—	 	 	$	223,033	 	
OIP—RSUs	 	 	2/22/2016	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	8,494	 	 	 	—	 	 	 	—	 	 	 	26.97	 	 	$	229,083	 	
ACIP	 	 	2/18/2016	 	 	 	—	 	 	 	272,700	 	 	 	545,400	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 
(1)	Represents awards provided under our annual cash incentive plan discussed above under “See “ Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive Plan ”. The maximum amount represents two times the target amount. The actual amounts earned by the NEOs with respect to 2016 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.	
 
(2)	Equity awards under the 2014 Omnibus Incentive Plan were granted based on a target percentage of each NEOs base salary with the target value of the equity award generally being split evenly between option awards and RSUs. See “ Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Incentive Compensation ” for more information regarding the 2016 equity awards.	
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table; Other Narrative Disclosure
 
We have entered into an executive employment agreement with Mr. Pappas with his employment commencing on June 17, 2010 and having an initial term of three years. On April 11, 2013, the agreement with Mr. Pappas was amended and restated with retroactive effect as of January 2, 2013, and was extended until June 30, 2017. On March 30, 2016, Mr. Pappas’ agreement was amended again and was extended to December 31, 2018 and is subject to extension by mutual agreement between Mr. Pappas and the Company.
Mr. Niziolek entered into an employment agreement with the Company on June 13, 2016 with an initial term of one year, and subject to automatic one-year extensions beginning on the expiration of the initial term. The automatic extension of the agreement may be terminated with at least 90 days’ prior written notice from Mr. Niziolek or the Company stating their intent not to extend the employment term.
Messrs. Pugh, Stedman and Yarkadas have also entered into employment agreements with us with employment dates commencing on March 1, 2013 in the case of Mr. Pugh, and November 1, 2015 in the case of Messrs. Stedman and Yarkadas. Mr. Pugh’s employment agreement expired on the effective date of his retirement, March 1, 2017. The employment agreements with Messrs. Stedman and Yarkadas have no fixed term but their agreements may be terminated by either party providing at least six months’ prior written notice of the intent to terminate.
Mr. Pappas is entitled to receive an annual base salary of $1,100,000 in 2016, $1,150,000 in 2017, and $1,200,000 in 2018 under his employment agreement. Under their agreements, Messrs. Pugh, Niziolek, Stedman and Yarkadas are entitled to receive annual base salaries in 2016 of CHF 600,000, $500,000, CHF 450,000 and CHF 450,000, respectively. These salaries are subject to annual review by the Board (or a committee thereof) during the first 90 days of each calendar year, and the base salary in respect of such calendar year may be increased above, but not decreased below, its level for the preceding calendar year. Each NEO is also entitled to participate in our employee and fringe benefit plans as may be in effect from time to time on the same general basis as our other employees.

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EXECUTIVE COMPENSATION
 
Under their employment agreements, Messrs. Pappas, Pugh, Niziolek, Stedman and Yarkadas had target bonus opportunities under our annual cash incentive plan equal to 150%, 75%, 70%, 60% and 60%, respectively, of their base salaries. For 2016, these payouts were paid above target but below the plan maximum of 200%. See “ Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive Plan” for additional details on how the cash incentive awards were determined.
Additionally, under their employment agreements, Messrs. Stedman and Yarkadas are entitled to staggered signing bonuses to be paid on the first, second, and third anniversaries of their employment, and are contingent on their continued employment through the respective anniversary date. These staggered signing bonuses were negotiated by the executives to compensate them for forfeited equity compensation that they would have received had they stayed with their previous employers. For 2016, Messrs. Stedman and Yarkadas received lump-sum gross payments of CHF 455,000 and CHF 200,000, respectively. Subject to their continued employment for 2017 and 2018, Mr. Stedman will be entitled to his remaining staggered signing bonuses of CHF 455,000 and CHF 255,000, and Mr. Yarkadas will be entitled to his remaining staggered signing bonuses of CHF 280,000 and CHF 340,000, respectively.
Under his employment agreement, Mr. Stedman is required to relocate to the Zurich, Switzerland metropolitan area on the earlier of September 30, 2018, or the date his spouse relocates to this area. At the time of his relocation, Mr. Stedman will be eligible to receive relocation services. For fiscal 2016, Mr. Stedman received an aggregate of $72,720 for living expenses and $51,036 in tax gross-ups related these living expenses. Until the earlier of September 30, 2018 or the date his spouse relocates to Zurich, Mr. Stedman receives a monthly allowance of CHF 6,000 (grossed-up for tax at the marginal rate) for incidental living expenses while living in Zurich. During this period Mr. Stedman is also entitled to the reimbursement of the fare for one economy class flight taken per week between Switzerland and the United Kingdom. During 2016 Mr. Stedman received $7,125 in such commuting reimbursements.
As part of his relocation to Zurich, Switzerland, the Company, under Mr. Yarkadas’ employment agreement, pays the tuition for the international school education, grossed-up for tax at the marginal rate, for period of 4 and 7 years for his oldest and youngest child, respectively. For fiscal 2016, the Company paid $89,765 in tuition for Mr. Yarkadas’ children for which Mr. Yarkadas also received $58,175 in tax gross-ups.
Each of our NEOs participated in our 2014 Omnibus Incentive Plan. For 2016, Messrs. Pappas, Pugh, Niziolek, Stedman and Yarkadas received an annual target equity incentive award under the plan of 450%, 175%, 155%, 100%, and 100%, respectively, of their base salaries. The value of the equity award is generally split evenly between RSUs and options.
The option awards issued under the 2014 Omnibus Incentive Plan, which contain an exercise term of nine years from the grant date, vest in three equal annual installments beginning on the first anniversary the grant date, generally subject to the employee remaining continuously employed on the applicable vesting date. Upon a termination of employment due to the employee’s death or retirement or a termination of employment by the Company without cause in connection with a restructuring or redundancy or due to the employee’s disability prior to a vesting date, the options will vest in full or will continue to vest on the original vesting schedule, depending on the type of termination. In the event employment is terminated for cause, all vested and unvested options will be forfeited.
RSUs granted under the 2014 Omnibus Incentive Plan vest in full on third anniversary of the grant date, generally subject to the employee remaining continuously employed by the Company on the vesting date. Upon a termination of employment due to the employee’s death or retirement or a termination of employment by the Company without cause in connection with a restructuring or redundancy or due to the employee’s disability prior to the vesting date, the RSUs will vest in full or in part, depending on the type of termination. In the event employment is terminated for cause, all unvested RSUs will be forfeited. Prior to November 2016, dividend and dividend equivalents did not accumulate on unvested RSUs. In November 2016, the board of directors approved an amendment to all outstanding RSUs, entitling each award holder to an amount equal to any cash dividend or repayment of equity paid by the Company upon one ordinary share for each RSU held by the award holder (“dividend equivalents”) beginning in 2017. Award holders have no right to receive the dividend equivalents unless and until the associated RSUs vest. The dividend equivalents will be payable in cash and will not accrue interest.

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EXECUTIVE COMPENSATION
 
Outstanding Equity Awards at Fiscal Year-End Table
 
The table below sets forth certain information regarding outstanding and unvested equity awards held by the NEOs as of December 31, 2016. The awards below represent RSUs and options issued under our 2014 Omnibus Incentive Plan.

 	  	 	 	  	Option Awards	 	  	Stock Awards	 	
Name	  	Grant
Date	 	  	Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable	 	  	Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Options (#)(1)
Unexercisable	 	  	Option
Exercise
Price
($)	 	  	Option
Expiration
Date	 	  	Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units, or Other
Rights that have
Not
Vested (#)(2)	 	  	Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights that
have Not  Vested
($)(3)	 	
Christopher D. Pappas	  	 	2/22/2016	 	  	 	—	 	  	 	243,419	 	  	 	26.97	 	  	 	2/22/2025	 	  	 	—	 	  	 	—	 	
	  	 	2/22/2016	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	91,769	 	  	$	5,441,902	 	
	  	 	2/27/2015	 	  	 	90,797	 	  	 	181,594	 	  	 	18.14	 	  	 	2/27/2024	 	  	 	—	 	  	 	—	 	
	  	 	2/27/2015	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	115,776	 	  	$	6,865,517	 	
Martin Pugh	  	 	2/22/2016	 	  	 	—	 	  	 	52,569	 	  	 	26.97	 	  	 	2/22/2025	 	  	 	—	 	  	 	—	 	
	  	 	2/22/2016	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	19,819	 	  	$	1,175,267	 	
	  	 	2/27/2015	 	  	 	19,314	 	  	 	38,630	 	  	 	18.14	 	  	 	2/27/2024	 	  	 	—	 	  	 	—	 	
 	  	 	2/27/2015	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	24,626	 	  	$	1,460,322	 	
Barry J. Niziolek	  	 	6/22/2016	 	  	 	—	 	  	 	27,404	 	  	 	47.45	 	  	 	6/22/2025	 	  	 	—	 	  	 	—	 	
 	  	 	6/22/2016	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	8,167	 	  	$	484,303	 	
Timothy M. Stedman	  	 	2/22/2016	 	  	 	—	 	  	 	22,530	 	  	 	26.97	 	  	 	2/22/2025	 	  	 	—	 	  	 	—	 	
 	  	 	2/22/2016	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	8,494	 	  	$	503,694	 	
Hayati Yarkadas	  	 	2/22/2016	 	  	 	—	 	  	 	22,530	 	  	 	26.97	 	  	 	2/22/2025	 	  	 	—	 	  	 	—	 	
 	  	 	2/22/2016	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	8,494	 	  	$	503,694	 	
 
(1)	Option awards vest in three equal installments beginning on the first anniversary of the grant date.	
 
(2)	All RSU awards vest in full on the third anniversary of the grant date.	
 
(3)	The market value of the RSU awards was calculated using the Company’s closing stock price on December 30, 2016 of $59.30.	
Options Exercised and Shares Vested Table
 
During 2016, no options were exercised by our NEOs and no awards held by our NEOs in shares of our Company’s publicly traded equity vested. The following table shows the number of ordinary shares acquired by Messrs. Pappas and Pugh upon the vesting of restricted shares of our Parent during fiscal year 2016:

 	  	Share Awards	 	
Name	  	Number of
Shares
Acquired on
Vesting (#)(1)	 	  	Value Realized
on Vesting ($)(2)	 	
Christopher D. Pappas	  	 	53,254	 	  	$	12,089,962	 	
Martin Pugh	  	 	12,392	 	  	$	2,973,690	 	
 
(1)	From 2010 through 2013, our former Parent granted various time-based and performance-based restricted stock awards to certain key members of management. All share awards acquired on vesting above are with respect to these stock awards of our former Parent’s ordinary shares. With the adoption of the Company’s 2014 Omnibus Plan, discussed above, restricted stock awards have not been issued by the former Parent on behalf of the Company. During 2016, our former Parent completed the sale of its ordinary shares of the Company through secondary offerings, and as a result, no longer holds any ownership interest in the Company. Pursuant to this sale, under the terms of the related security holder agreements for these awards, vesting of all outstanding restricted stock awards was fully accelerated during 2016.	
(2)	The value realized on vesting is based on the fair value per share of our Parent’s ordinary shares on the date of vesting.	

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U.S. Non-Qualified Deferred Compensation Table
 
The following table summarizes the activity during 2016, as well as the year-end account balances, in our non-qualified savings and deferred compensation plan for Mr. Pappas. Mr. Niziolek was not eligible to participate in this plan until January 2017. Messrs. Pugh, Stedman and Yarkadas are based in Switzerland and did not participate in this plan. The plan allows eligible employees, including the NEOs, to defer a portion of their compensation (up to 75% of base salary and up to 100% of annual cash incentive awards) on a pre-tax basis with a matching contribution from the Company, payable at a future date based on specific plan parameters. Additionally, the plan provides for discretionary company contributions in connection with earnings in excess of the limits under the Company’s 401(k) Plan. While the plan is unfunded, amounts deferred under the plan are credited with earnings based on the performance of selected investment vehicles that are available in the open market. The plan is available to all U.S. employees who satisfy certain eligibility requirements, including the NEOs. An eligible participant can elect to receive a distribution under the plan in the form of a lump sum payment upon separation from service with the Company. Additionally, a participant may elect to receive a distribution at a specified future date in either a single lump sum or a series of annual installments over a period of 5 to 10 years. However, this latter distribution option is only available for the elective deferral of a participant’s base salary and annual cash incentive award. Company matching and discretionary contributions must be paid as a lump sum at separation from employment.

Name	  	Executive
Contributions
in 2016 ($)(1)	 	  	Company
Contributions
in 2016 ($)(2)	 	  	Aggregate
Earnings
in 2016 ($)(3)	 	  	Aggregate
Withdrawals/
Distributions
in 2016 ($)	 	  	Aggregate
Balance as of
December 31, 2016 ($)(4)	 	
Christopher D. Pappas	  	$	88,000	 	  	$	158,050	 	  	$	144,257	 	  	$	—	 	  	$	1,763,230	 	
 
(1)	Represents amounts contributed by Mr. Pappas under the non-qualified savings and deferred compensation plan. These amounts are included in the Summary Compensation Table as part of “Salary.”	
 
(2)	Includes matching and discretionary amounts that were contributed by the Company under the non-qualified savings and deferred compensation plan. These amounts are also included in the Summary Compensation Table in the “All Other Compensation” column.	
 
(3)	Represents earnings on account balances under the Company’s non-qualified savings and deferred compensation plan. Amounts are not reported as compensation in the Summary Compensation Table.	
 
(4)	Includes amounts that were reported as compensation in the Summary Compensation Table in 2016 and prior years to the extent such amounts were contributed by the executive and the Company, but not to the extent that such amounts represent earnings.	
Pension and Other Postretirement Benefits
 
Switzerland Retirement Plan
The Switzerland retirement plan is a fully insured defined contribution pension plan. Future retirement benefits are calculated based on accumulated savings at retirement, which consists of savings contributions made by the employee and the Company, and an annually credited interest rate that is contingent upon investment results. Actual retirement benefits will be dependent on investment results, actual rate of interest applied on the savings capital, potential future changes in plan regulation and/or legal changes and future salary changes. The amount of pensionable salary is calculated using base pay plus the annual target bonus amount minus a coordination amount that reflects the maximum social security pension in place at the time, and is subject to a statutory maximum. Employee and Company contributions are based on the employee’s age and determined in accordance with the percentage of pensionable salary as follows:

Name	  	Employee saving
contributions
in % of
pensionable salary	 	  	Employer saving
contributions
in % of
pensionable salary	 	
Martin Pugh	  	 	10.00	% 	  	 	10.00	% 	
Timothy M. Stedman	  	 	8.00	% 	  	 	8.00	% 	
Hayati Yarkadas	  	 	8.00	% 	  	 	8.00	% 	
In addition, the Company pays the total premiums for risk benefits and other costs. Benefits are paid as a monthly annuity, lump sum or a combination of these two payment forms.
Supplemental Employee Retirement Benefit
In 2010, we entered into an employment contract with Mr. Pappas which included a provision for non-qualified supplemental employee retirement benefits. Mr. Pappas is 100% vested in these benefits and the accrued benefits will be paid to Mr. Pappas in

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a lump sum within 30 days after his termination of employment. The amount payable to Mr. Pappas with respect to his supplemental employee retirement benefits is determined based on his years of Service Credit and his average base salary and target bonus for the three full calendar years prior to his termination. The accrued benefits are equal to the Basic Percentage times the average of his base salary plus target bonus for the three full calendar years prior to his termination (the “Final Average Pay”) plus the Supplemental Percentage times the Final Average Pay reduced by the 36-month rolling average Social Security Taxable Wage Base as of the date of termination. The Basic Percentage and Supplemental Percentage are determined based on Mr. Pappas’ years of Service Credit, which are 425% and 120%, respectively.
The following table shows the actuarial present value of accumulated pension and other post-retirement benefits as of December 31, 2016:

Name	  	Plan Name	  	Number of
Years of
Credited
Service (#)(1)	 	  	Present
Value of
Accumulated
Benefit ($)(2)	 	  	Payments
During
2016 ($)	 	
Christopher D. Pappas	  	Supplemental Employee Retirement Plan	  	 	30.0	 	  	$	13,784,371	 	  	$	—	 	
Martin Pugh	  	Switzerland Retirement Plan	  	 	10.5	 	  	$	2,155,364	 	  	$	—	 	
Barry J. Niziolek	  	N/A	  	 	—	 	  	$	—	 	  	$	—	 	
Timothy M. Stedman	  	Switzerland Retirement Plan	  	 	1.5	 	  	$	163,198	 	  	$	—	 	
Hayati Yarkadas	  	Switzerland Retirement Plan	  	 	1.5	 	  	$	162,184	 	  	$	—	 	
 
(1)	The years of credited service for Mr. Pappas are determined pursuant to his employment agreement, under which he was granted 6 years of Service Credit at the start of his employment and on each anniversary date, until he reached a maximum of 30 years. Mr. Pugh’s years of credited service include years that he was employed by a prior company, as required by Swiss law.	
 
(2)	The inputs and assumptions used to determine the present value of accumulated benefits are provided in the table below. These assumptions are consistent with the assumptions set forth in Note 16 to the 2016 consolidated financial statements filed with our Annual Report on Form 10-K.	

 	  	Discount rate	 	  	Salary increase*	 	
Supplemental Employee Retirement Plan	  	 	1.37	% 	  	 	       	* 	
Switzerland Retirement Plan	  	 	0.67	% 	  	 	2.00	% 	
 
*	The salary increase assumption for Mr. Pappas under the Supplemental Employee Retirement Plan were the actual salary increases set forth in his employment agreement.	
Payments upon Termination or Change in Control
 
Messrs. Pappas and Niziolek
In the event of an executive’s termination of employment for any reason, Messrs. Pappas and Niziolek will each be entitled to receive any unpaid base salary through the date of termination and all accrued and vested benefits under our vacation and other benefit plans and, except in the case of a termination by us for “cause” or by the executive without “good reason” (each, as defined in the executive’s employment agreement), (i) any annual bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination and (ii) a pro rata target bonus for the calendar year of termination.
Under Mr. Pappas’ agreement, in the event of his voluntary termination of employment without “good reason,” he shall provide the Company with one year’s written notice. In the event his termination date is less than one year following his written notice of termination, Mr. Pappas would not receive the pro rata target bonus for the calendar year of termination.
In addition to the severance benefits described above, upon termination of an executive without “cause” or by the executive for “good reason,” the executive will be entitled to receive the following severance benefits, subject to the executive’s timely execution of a general release of claims.
In the case of Mr. Pappas, he will be entitled to receive 2.0 times the sum of his annual base salary and target bonus, payable in equal monthly installments over the 24 month period following such termination, and, if Mr. Pappas is participating in the Company’s health plans at the time of his termination, continued health benefits for a period of 24 months following such termination, provided, however, that if he obtains other employment that offers group health benefits, such continued insurance coverage will terminate.
In the case of Mr. Niziolek, he will be entitled to receive (i) an amount equal to 1.5 times the sum of his respective base salary and target bonus, payable in equal monthly installments over the 18 month period following such termination, and

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(ii) 18 months of health benefits continuation, provided, however, that if he obtains other employment that offers group health benefits, such continued insurance coverage will terminate.
To the extent that any executive experiences a termination of employment by us without “cause” or by the executive for “good reason” within two years following a “change in control” (as defined in the agreements), the cash severance benefits described above will be (or would have been) paid to such executive in a cash lump sum as opposed to in installments. In addition, in the case of Mr. Pappas, to the extent that the severance payments and benefits payable under his agreement would cause him to be liable for excise taxes by reason of the application of Sections 280G and 4999 of the Code, and the Company’s equity securities are publicly traded on an established securities market in accordance with Section 280G, Mr. Pappas will be entitled to an additional “gross up” payment to indemnify him for the effect of the excise taxes.
For Mr. Niziolek, to the extent that any payments that are considered to be contingent on a change in control would be subject to Sections 280G and 4999 of the Code, such payments will be limited if the net benefit to him on an after-tax basis would be greater than receiving the full value of all payments and paying the excise tax. The amounts in the table assume that the full amounts were paid to the executives, without any limitation.
To the extent that any portion of either Messrs. Pappas’ or Niziolek’s severance amount due to a termination of employment by us without “cause” or by the executive for “good reason” constitutes nonqualified deferred compensation for purposes of Section 409A of the Internal Revenue Code, any payment scheduled to occur during the first 60 days following his termination of employment shall not be paid until the 60 th day following his termination.
The agreements with Messrs. Pappas and Niziolek contain a non-competition covenant that prohibits the executive from competing against us for a period of two years, in the case of Mr. Pappas, and a period of one year, in the case of Mr. Niziolek, following termination of employment. These agreements also contain non-solicitation provisions that prohibit the executive from actively soliciting our employees, customers or suppliers during the period of employment and for a period of two years, in the case of Mr. Pappas, and a period of one year, in the case of Mr. Niziolek, following termination of employment. The executives are also subject to perpetual confidentiality restrictions that protect our proprietary information, developments and other intellectual property.
Messrs. Pugh, Stedman, and Yarkadas
In the event of termination of his employment for any reason, Messrs. Pugh, Stedman, and Yarkadas will each be entitled to receive any unpaid base salary through the date of termination and all accrued and vested benefits under our vacation and other benefit plans and, except in the case of a termination by us for “cause” or by him without “good reason” (each, as defined in his employment agreement) (i) any annual bonus earned but unpaid with respect to the calendar year ending on or preceding the date of termination; and (ii) an amount equal to the pro-rata portion of his target bonus for the calendar year of termination. Messrs. Stedman and Yarkadas will also each receive payments required by applicable law upon a termination by reason of disability, as described in the table below.
In addition to the severance benefits described above, upon either Messrs. Stedman’s or Yarkadas’ termination by us without “cause” or by him for “good reason,” Messrs. Stedman and Yarkadas will each be entitled to receive the following severance benefits, subject to his timely execution of a general release of claims in an amount equal to 1.5 times the sum of his annual base salary and target bonus. To the extent that either executive experiences a termination of employment by us without “cause” or by him for “good reason” within two years following a “change in control” (as defined in his agreement), the cash severance benefits described above will be paid to him in a cash lump sum as opposed to in installments.
Mr. Pugh retired effective March 1, 2017. His agreement contained virtually identical terms to those of Messrs. Stedman and Yarkadas, with respect to his termination for cause or with good reason, as well as in the event of a change in control. Under the first amendment to his employment agreement, Mr. Pugh was eligible to receive a retirement allowance of $202,138 which was paid in March 2017.
The agreements for Messrs. Pugh, Stedman, and Yarkadas each contain a non-competition covenant that prohibits each executive from competing against us for a period of 18 months following his termination of employment. The agreement also contains non-solicitation provisions that prohibit each executive from actively soliciting our employees, customers or suppliers during the period of employment and for a period of 6 months following his termination. Each executive is also subject to perpetual confidentiality restrictions that protect our proprietary information, developments and other intellectual property.

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EXECUTIVE COMPENSATION
 
Potential Payments
The following table provides examples of the potential payments upon termination or upon a termination following a change in control to our NEOs, as if such event(s) took place on December 31, 2016 (the last business day of our most recent fiscal year). The amounts reflected in this table were determined in accordance with each NEO’s then existing employment agreement.
Amounts shown do not include (i) accrued but unpaid salary and vested benefits, including pension (as described above) and (ii) other benefits earned or accrued by the named executive officer during his or her employment that are available to all salaried employees and that do not discriminate in scope, terms or operations in favor of executive officers. With respect to any termination of employment, each NEO is entitled to receive accrued but unpaid base salary through the date of termination of employment, accrued but unpaid vacation and pension benefits (as described above) through such date, and, in the case of a termination due to death, earned but unpaid bonus, if any, for the immediately preceding calendar year and a pro-rata bonus for the year of termination.

Name
 	  	Termination
Trigger
 	  	Cash
Separation
Payment
($)(1)
 	 	  	Health and
Welfare
Benefits
($)(2)
 	 	  	Value of
Previously
Unvested
Equity
Awards (3)
 	 	  	Value of
Insurance
Benefit
($)(4)
 	 	  	280G
Gross-Up
($)(5)

Christopher D. Pappas	  	 
Termination for Cause	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Termination Without Cause	  	 
$	 
5,500,000	 
 	  	 
$	 
30,050	 
 	  	 
$	 
21,051,378	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Death	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
27,651,564	 
 	  	 
$	 
500,000	 
 	  	 
$	 
—	 

Disability	  	 
$	 
—	 
 	  	 
$	 
30,050	 
 	  	 
$	 
27,651,564	 
 	  	 
$	 
250,000	 
 	  	 
$	 
—	 

Change in Control	  	 
$	 
5,500,000	 
 	  	 
$	 
30,050	 
 	  	 
$	 
27,651,564	 
 	  	 
$	 
—	 
 	  	 
$	 
4,039,324	 
(6) 	
 
Martin Pugh	  	 
Termination for Cause	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Termination Without Cause	  	 
$	 
1,590,750	 
 	  	 
$	 
—	 
 	  	 
$	 
4,508,448	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Death	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
5,925,155	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Disability	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
5,925,155	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Change in Control	  	 
$	 
1,590,750	 
 	  	 
$	 
—	 
 	  	 
$	 
5,925,155	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Barry J. Niziolek	  	 
Termination for Cause	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Termination Without Cause	  	 
$	 
1,275,000	 
 	  	 
$	 
—	 
 	  	 
$	 
405,455	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Death	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
809,041	 
 	  	 
$	 
500,000	 
 	  	 
$	 
—	 

Disability	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
809,041	 
 	  	 
$	 
250,000	 
 	  	 
$	 
—	 

Change in Control	  	 
$	 
1,275,000	 
 	  	 
$	 
—	 
 	  	 
$	 
809,041	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Timothy M. Stedman	  	 
Termination for Cause	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Termination Without Cause	  	 
$	 
1,090,800	 
 	  	 
$	 
—	 
 	  	 
$	 
868,310	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Death	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
1,232,089	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Disability	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
1,232,089	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Change in Control	  	 
$	 
1,090,800	 
 	  	 
$	 
—	 
 	  	 
$	 
1,232,089	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Hayati Yarkadas	  	 
Termination for Cause	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Termination Without Cause	  	 
$	 
1,090,800	 
 	  	 
$	 
—	 
 	  	 
$	 
868,310	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Death	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
1,232,089	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Disability	  	 
$	 
—	 
 	  	 
$	 
—	 
 	  	 
$	 
1,232,089	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

Change in Control	  	 
$	 
1,090,800	 
 	  	 
$	 
—	 
 	  	 
$	 
1,232,089	 
 	  	 
$	 
—	 
 	  	 
$	 
—	 

(1)	Cash separation payments are generally payable in installments except for payments upon a change in control, which are generally payable in a lump sum.	
 
(2)	Mr. Niziolek did not participate in our health and welfare benefit plans as of December 31, 2016. Messrs. Pugh, Stedman, and Yarkadas receive government sponsored health and welfare benefits, and therefore, do not participate in the Company’s health and welfare benefit plans.	
 
(3)	Represents the value associated with equity awards issued under our 2014 Omnibus Incentive Plan, described in “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table ” above. Equity awards under our 2014 Omnibus Incentive Plan vest in full upon death, disability, or a change in control, and vest in part in certain circumstances when termination is without cause. The value of the equity awards granted under our 2014 Omnibus Incentive Plan was calculated using the Company’s closing stock price on December 31, 2016 of $59.30.	
 
(4)	Represents the maximum value of insurance payable on death due to accident or dismemberment or in the event of permanent disability. The insurance death benefit would only be $250,000, where the executive’s death was due to a cause other than accident or dismemberment. Employees in Switzerland are not covered under the employee life insurance policy and only receive applicable social system death benefits.	

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(5)	Mr. Pappas would be subject to the so-called golden parachute tax and entitled to an excise tax gross-up in the amount set forth above assuming a change of control and his accompanying termination of employment occurred on December 31, 2016. The amount above assumes that (a) Company equity award granted within one year of the change in control transaction were presumed to be in contemplation of the transaction, (b) all outstanding equity awards under our 2014 Omnibus Incentive Plan are cashed out in connection with the applicable event and valued using a price per share of $59.30 and (c) a marginal tax rate of 45% is applied.	
 
(6)	The figure set forth above is calculated by including amounts that are not taxable as compensation for federal tax purposes and, accordingly, may not be subject to the excise tax imposed under Section 4999 of the U.S. Tax Code. As a result, the amount disclosed above may overstate the amount of any required gross up.	

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DIRECTOR COMPENSATION
 
 Director Compensation
For 2016, our Company’s non-employee director compensation program provided each member of our Board who is not an employee of the Company or one of our subsidiaries an annual cash retainer payment of $90,000. Under this program each non-employee director was also eligible to receive an annual equity retainer of restricted stock units with a grant date fair value of $90,000, which vest on the one-year anniversary of their grant date. Our director compensation program for 2016 also provided annual cash retainer payments for the chairpersons of the audit committee and compensation committee of $25,000 and $15,000, respectively.
The following table sets forth information concerning the compensation earned by our directors during fiscal 2016. Compensation for Mr. Pappas is included with that of our other named executive officers. Mr. Pappas did not receive any additional compensation for his service on our Board.

 	  	Fees Earned
or Paid in
Cash ($)(1)
 	 	  	Stock Awards
($)(2)(3)
 	 	  	Total ($)

Brian W. Chu	  	 
$	 
7,500	 
 	  	 
$	 
—	 
 	  	 
$	 
7,500	 

Jeffrey J. Cote	  	 
$	 
115,000	 
 	  	 
$	 
90,000	 
 	  	 
$	 
205,000	 

Pierre-Marie De Leener	  	 
$	 
90,000	 
 	  	 
$	 
90,000	 
 	  	 
$	 
180,000	 

Felix S. Hauser	  	 
$	 
47,069	 
 	  	 
$	 
90,000	 
 	  	 
$	 
137,069	 

Philip R. Martens	  	 
$	 
30,000	 
 	  	 
$	 
90,000	 
 	  	 
$	 
120,000	 

Donald T. Misheff	  	 
$	 
90,000	 
 	  	 
$	 
90,000	 
 	  	 
$	 
180,000	 

Michel G. Plantevin	  	 
$	 
90,000	 
 	  	 
$	 
90,000	 
 	  	 
$	 
180,000	 

Ruth Springham	  	 
$	 
30,000	 
 	  	 
$	 
—	 
 	  	 
$	 
30,000	 

Stephen F. Thomas	  	 
$	 
90,000	 
 	  	 
$	 
90,000	 
 	  	 
$	 
180,000	 

Aurélien Vasseur	  	 
$	 
60,000	 
 	  	 
$	 
—	 
 	  	 
$	 
60,000	 

Stephen M. Zide	  	 
$	 
105,000	 
 	  	 
$	 
90,000	 
 	  	 
$	 
195,000	 

(1)	Consists of annual retainer amounts, which are paid quarterly and prorated based on the director’s service dates. Mr. Chu resigned from our Board effective February 1, 2016 and was replaced by Mr. Hauser, effective February 22, 2016. Messrs. Hauser and Vasseur resigned from our Board effective September 1, 2016 and were replaced by Mr. Martens and Ms. Springham.	
 
(2)	The amounts reported represent the grant date fair value of restricted stock units granted in 2016 calculated in accordance with ASC 718. The assumptions used for determining fair value are described in Note 17 to our consolidated financial statements filed with our Annual Report on Form 10-K.	
 
(3)	As of December 31, 2016, Messrs. Cote, De Leener, Misheff, Plantevin, Thomas and Zide each held 1,897 shares of the Company pursuant to their unvested restricted stock unit awards and Mr. Martens held 1,585 shares of the Company pursuant to his unvested restricted stock unit award. As of December 31, 2016, Messrs. Chu, Hauser, and Vasseur and Ms. Springham had no outstanding equity awards.	

42	  	 		 	  	2017 Proxy Statement	

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SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
 
 Shareholder Proposals and Director Nominations
A shareholder who intends to nominate a director or present a proposal at the 2018 annual general meeting of shareholders and who wishes the nomination or proposal to be included in the proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must submit the proposal in writing to us so that it is received by our Corporate Secretary no later than January 10, 2018. In addition, one or more shareholders representing at least ten percent (10%) of our ordinary shares outstanding may submit written proposals to the Company for inclusion on the agenda for the 2018 annual general meeting of shareholders if such written proposals are received by the Company at least 21 days before our 2018 annual general meeting of shareholders. Written proposals may be mailed to us at Trinseo S.A., 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312 Attn: Corporate Secretary. A shareholder who intends to nominate a director or present any other proposal at the 2018 annual general meeting of shareholders but does not wish the proposal to be included in the proxy materials for that meeting must provide written notice of the nomination or proposal to us no earlier than 120 days and no later than 90 days before our 2018 annual general meeting of shareholders. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Our Articles of Association describe the requirements for submitting proposals at the annual general meeting. The notice must be given in the manner and must include the information and representations required by our Articles of Association.
 Available Information
Certain information in this proxy statement references sections of our 2016 Annual Report on Form 10-K filed with the U.S. Securities Exchange Commission on March 1, 2017. The Company will provide, without charge, to each shareholder to whom a proxy statement is delivered, a copy off such information that is incorporated by reference, upon written or oral request. Requests will be responded to within one business day of receipt and materials will be sent via first class mail or another equally prompt means. Requests should be directed to: Attn: Investor Relations, 1000 Chesterbrook Blvd., Suite 300, Berwyn, Pennsylvania 19312 or (610) 240-3307.

2017 Proxy Statement	 	 		 	 	43	

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TRINSEO S.A.
1000 CHESTERBROOK BLVD.
SUITE 3000
BERWYN, PA 19312	  	VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
 
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.	

	  		

 
					
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	  		
	  	KEEP THIS PORTION FOR YOUR RECORDS	
— — — — —  —  — —  — —  — —  —  — —  — — —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  —  — — — 
					
	  	DETACH AND RETURN THIS PORTION ONLY	
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.	

	 		  		  		  		  		

	 	The Board of Directors recommends you vote FOR the following:	  		  		  		  		
	 	1.	  	To elect one Class III director, Mr. Henri
Steinmetz, to serve for a term until the 2020
annual general meeting of shareholders.	  		  		  		  		  		  		
    	 		  		  		  		  		  	For	  	Against	  	Abstain	  		  		
	 		  	Nominees	  		  		  		  		  		  		  		  		
	 	1A	  	Henri Steinmetz	  		  	☐	  	☐	  	☐	  		  		
							
	 	NOTE: Such other business as may properly come before the meeting or any adjournment thereof.	  		  		  		  		  		
								
	 	Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

	 	 	 	 	  		 	 	 	 	  		  		  		  		
	 	Signature [PLEASE SIGN WITHIN BOX]	 	Date	  		 	Signature (Joint Owners)	 	Date	  		  		  		  		
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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice & Proxy Statement is/are available at www.proxyvote.com .
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TRINSEO S.A.
Extraordinary General Meeting of Shareholders
November 28, 2017 5:20 p.m. CEST
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) Christopher D. Pappas, Angelo N. Chaclas, and Suzanne Kersten, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of TRINSEO S.A. that the shareholder(s) is/are entitled to vote at the Extraordinary General Meeting of Shareholders to be held at 5:20 p.m. CEST, on November 28, 2017, at 4 rue du Fort Niedergrünewald, BP 512/Quartier Européen Nord, L-2015 Luxembourg, Grand Duchy of Luxembourg, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
Continued and to be signed on reverse side
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