LyondellBasell Industries N.V PRE 14A, filed Apr 3, 2020

LyondellBasell Industries N.V. (LYB)

PRE 14A 2020-04-03 For: 2020-05-29

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1.	Elect our Board of Directors;
2.	Discharge our directors from liability in connection with the exercise of their duties during 2019;
3.	Adopt our 2019 Dutch statutory annual accounts;
4.	Appoint the external auditor for our 2020 Dutch statutory annual accounts;
5.	Ratify the appointment of our independent registered public accounting firm;
6.	Provide an advisory vote on our executive compensation (say-on-pay);
7.	Approve the interim dividends declared and paid out of our 2019 Dutch statutory annual accounts;
8.	Authorize the repurchase of up to 10% of our issued share capital; and
9.	Approve the cancellation of all or a portion of the shares held in our treasury account.

HOW TO VOTE
Your vote is important. You are eligible to vote if you are a shareholder of record at the close of business on May 1, 2020.


ONLINE	BY PHONE	BY MAIL	IN PERSON
Visit the website on your proxy card	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope	Attend the annual meeting in person See pages 63-64

If you are a registered shareholder, you may vote online at www.proxyvote.com, by telephone, or by mailing a proxy card. If you hold your shares through a bank, broker, or other institution, you may vote your shares through the method specified on the voting instruction form provided to you.

Due to concerns resulting from the coronavirus (COVID-19) outbreak and related restrictions on travel and public gatherings, in person attendance at the 2020 annual general meeting of shareholders may not be possible or advisable. We are therefore providing virtual access to shareholders through a live webcast. Shareholders will be able to ask questions during and in advance of the meeting but will be required to vote their shares by proxy in advance. We are continuing to monitor COVID-19 developments closely and considering options to protect the health and safety of all meeting participants. If we determine to make alternative arrangements for the meeting, we will announce that decision by press release as soon as practicable. If you would like to attend the meeting via webcast or in person (if possible), notice must be given to the Company no later than May 22, 2020. Additional information regarding in person attendance or access to the live webcast will be provided at that time. See pages 63-64 for additional information.

*Important Notice Regarding Availability of Proxy Materials for the 2020 Annual General Meeting*

This proxy statement and our 2019 annual report to shareholders are available on our website at www.LyondellBasell.com by clicking “Investors,” then “Company Reports.” This proxy statement is first being mailed to shareholders on or about April [__], 2020.

ITEM 1 – ELECTION OF DIRECTORS	7
OUR BOARD	7
DIRECTORS’ INDEPENDENCE, TENURE, AND DIVERSITY	8
DIRECTOR NOMINATIONS	8
2020 NOMINEES TO THE BOARD	9

CORPORATE GOVERNANCE	15
DIRECTOR INDEPENDENCE	15
BOARD LEADERSHIP STRUCTURE	15
EXECUTIVE SESSIONS	15
BOARD EVALUATIONS	16
DIRECTOR ONBOARDING, TRAINING, AND SITE VISITS	16
SHAREHOLDER ENGAGEMENT	17
COMMUNICATION WITH THE BOARD	17
CEO AND MANAGEMENT SUCCESSION PLANNING	17
BOARD OVERSIGHT OF RISK	18
BOARD AND COMMITTEE INFORMATION	19
OTHER GOVERNANCE MATTERS	22

DIRECTOR COMPENSATION	25
DIRECTOR COMPENSATION IN 2019	25

SECURITIES OWNERSHIP	27
SIGNIFICANT SHAREHOLDERS	27
BENEFICIAL OWNERSHIP	28

ITEM 2 – DISCHARGE OF DIRECTORS FROM LIABILITY	29

ITEM 3 – ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS	29

ITEM 4 – APPOINTMENT OF PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS THE AUDITOR OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS	29

ITEM 5 – RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30
PROFESSIONAL SERVICES FEE INFORMATION	30
AUDIT COMMITTEE REPORT	31


ITEM 6 – ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)	32
RESULTS OF LAST YEAR’S SAY-ON-PAY VOTE	32
PAY FOR PERFORMANCE IN 2019	32
2020 ADVISORY VOTE ON EXECUTIVE COMPENSATION	32

COMPENSATION DISCUSSION AND ANALYSIS	33

COMPENSATION COMMITTEE REPORT	48

COMPENSATION TABLES	49

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	56

EQUITY COMPENSATION PLAN INFORMATION	59

CEO PAY RATIO	59

ITEM 7 – RATIFICATION AND APPROVAL OF DIVIDENDS	60
DISCUSSION OF DIVIDEND POLICY	60

ITEM 8 – AUTHORIZATION TO CONDUCT SHARE REPURCHASES	60

ITEM 9 – CANCELLATION OF SHARES	61

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING	62

APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURE	A-1

LINCOLN BENET
Age 56 American-British Non-Executive Director since 2015 INDEPENDENT	BIOGRAPHY Mr. Benet has served as Chief Executive Officer of Access Industries, a privately held industrial group with world-wide holdings, since 2006. Prior to joining Access, he spent 17 years at Morgan Stanley, including as Managing Director. Mr. Benet also has experience serving on the boards of several privately-held companies, including those in the investment, music and publishing, oil and gas pipes and tubing, cement, sports media, and petrochemicals industries. As a result of this background, he brings to our board a working knowledge of global markets, mergers and acquisitions, executive management, strategic planning, and corporate strategy, as well as experience with international finance, including corporate finance matters such as treasury, insurance, and tax.
	EDUCATION ● Yale University, B.A., Economics ● Harvard Business School, M.B.A.
	SKILLS AND QUALIFICATIONS ● Strategic Planning ● Mergers & Acquisitions ● International Operations ● Corporate Governance	● Corporate Finance ● Capital Markets ● CEO Experience

ISABELLA (BELLA) GOREN
Age 59 American Non-Executive Director since 2014 INDEPENDENT	BIOGRAPHY Ms. Goren has served in a wide range of executive roles in capital intensive and highly competitive global businesses, most recently as Chief Financial Officer of American Airlines, Inc. and its parent company, AMR Corporation, from 2010 to 2013.* Her 27-year career at American and AMR spanned leadership roles in Revenue Management, Investor Relations, Operations, and Customer Service, including being the head of American’s Asia Pacific Division and Customer Relationship Marketing. Ms. Goren was also President of AMR Services, an AMR Corporation subsidiary company with operations at 60 locations worldwide. Her experience and areas of expertise include strategic planning, management of complex international operations, business development, global asset management, and corporate finance. Ms. Goren is also a chemical engineer and began her career at DuPont. As a director of major multinational companies, including MassMutual Financial Group and Gap Inc., she brings public company director experience and extensive knowledge of corporate governance matters.

	EDUCATION ● The University of Texas at Austin, B.S., Chemical Engineering ● Southern Methodist University, M.B.A.
	SKILLS AND QUALIFICATIONS ● Executive Management ● Corporate Finance ● Global Asset Management ● Mergers & Acquisitions ● Corporate Governance
		● International Operations ● Strategic Planning ● Capital Markets ● HSE Experience ● Public Company Director Experience
	OTHER CURRENT CORPORATE DIRECTORSHIPS ● MassMutual Financial Group (since 2014) ● Gap Inc. (since 2011)

ALBERT MANIFOLD
Age 57 Irish Non-Executive Director since 2019 INDEPENDENT	BIOGRAPHY Mr. Manifold has been the Group Chief Executive and a director of CRH plc, an international group of diversified building materials businesses supplying the construction industry, since 2014. Mr. Manifold joined CRH in 1998 and advanced to increasingly senior roles, including Finance Director of the Europe Materials Division, Group Development Director, Managing Director of Europe Materials, and Chief Operating Officer (2009 to 2014). Prior to joining CRH, Mr. Manifold was Chief Operating Officer of Allen McGuire & Partners, a private equity group. As a sitting CEO with a background in other senior management roles, Mr. Manifold has acquired extensive leadership experience in competitive industries. In addition, he has significant knowledge of corporate finance, capital markets, strategic planning, and international operations. Mr. Manifold is also a Fellow of the Institute of Certified Public Accountants in Ireland.
	EDUCATION ● Institute of Certified Public Accountants in Ireland ● Dublin City University, M.B.S., Strategic International Marketing ● Dublin City University, M.B.A.
	SKILLS AND QUALIFICATIONS ● Corporate Finance ● International Operations ● Corporate Accounting ● Mergers & Acquisitions
		● CEO Experience ● Capital Markets ● Strategic Planning ● Capital Project Execution
	OTHER CURRENT PUBLIC DIRECTORSHIPS ● CRH plc (since 2009)

Name	Audit	Compensation	Nominating & Governance	HSE&O	Finance	Executive
Jacques Aigrain
Lincoln Benet
Jagjeet Bindra
Robin Buchanan
Stephen Cooper
Nance Dicciani
Claire Farley
Isabella Goren
Michael Hanley
Albert Manifold
Bob Patel
Rudy van der Meer⁽¹⁾
2019 MEETINGS	5	6⁽²⁾	3⁽²⁾	3⁽²⁾	7	2⁽³⁾

CHAIR: MICHAEL HANLEY* MEMBERS: JEET BINDRA BELLA GOREN* ALBERT MANIFOLD* * AUDIT COMMITTEE FINANCIAL EXPERTS INDEPENDENCE: ALL MEMBERS	The Audit Committee is responsible for overseeing all matters relating to our financial statements and reporting, our internal audit function and independent auditors, and our compliance function. Listed below are the general responsibilities of the Audit Committee.
		Independent Auditor – Engage external auditor, review performance, and approve compensation; review independence and establish policies relating to the hiring of auditor employees; and pre-approve audit and non-audit services;
		Internal Audit – Review plans, staffing, and activities of the internal audit function and its effectiveness;
		Financial Statements – Review financial statements and earnings releases; discuss and review accounting policies and practices and external auditor reviews; and discuss and review the effectiveness of internal controls; and
		Compliance – Review plans, staffing, and activities of the compliance function and its effectiveness; establish and review procedures for complaints, including anonymous complaints regarding accounting, controls, and auditing; and review the Company’s Code of Conduct and system for monitoring compliance therewith.

CHAIR: NANCE DICCIANI MEMBERS: ROBIN BUCHANAN CLAIRE FARLEY BELLA GOREN INDEPENDENCE: ALL MEMBERS	The Compensation Committee is responsible for overseeing our executive compensation and talent management programs and developing the Company’s compensation philosophy. In fulfilling its responsibility for the oversight of compensation matters, the Compensation Committee may delegate authority for day-to-day administration and interpretation of the Company’s compensation plans to Company employees, including responsibility for the selection of participants, determination of award levels within plan parameters, and approval of award documents. The Compensation Committee may not, however, delegate authority for matters affecting the compensation and benefits of the Company’s executive officers. The Compensation Committee’s responsibilities include the following:
		Executive Compensation – Approve the compensation and benefits of executive officers; review executive compensation practices to ensure consistency with corporate objectives; review and approve CEO goals and objectives and evaluate CEO performance; and make recommendations to the Board regarding CEO and executive officer compensation;
		Company Compensation Benefits – Review the Company’s compensation philosophy, programs, and practices; review and approve pension and benefit arrangements as well as funding of pension and benefit plans; and make recommendations to the Board on these subjects; and
		Talent Management – Review the Company’s organizational leadership structure and oversee leadership development, talent management and succession and continuity planning for the CEO and other executive officers.

CHAIR: CLAIRE FARLEY MEMBERS: JACQUES AIGRAIN LINCOLN BENET ROBIN BUCHANAN RUDY VAN DER MEER INDEPENDENCE: ALL MEMBERS	The Nominating and Governance Committee is primarily responsible for identifying nominees for election to the Board and overseeing matters regarding corporate governance. To fulfill those duties, the Nominating and Governance Committee has the responsibilities summarized below:
		Administrative – Coordinate evaluations by committees and the full Board;
		Directors and Director Nominees – Identify and recommend candidates for membership on the Board and recommend committee memberships;
		Director Compensation – Evaluate and recommend director compensation; and
		Corporate Governance – Review the Company’s governance profile and make necessary recommendations; review and propose modifications to the Company’s governance documents and policies; and review and comment on shareholder proposals.

CHAIR: JEET BINDRA MEMBERS: STEVE COOPER MICHAEL HANLEY RUDY VAN DER MEER INDEPENDENCE: ALL MEMBERS	The HSE&O Committee assists the Board in its oversight responsibilities by assessing the effectiveness of health, safety, and environmental programs and initiatives that support Company policies. The HSE&O Committee also reviews the Company’s material technologies and the risks relating to its technology portfolio, the physical security of the Company’s assets, and the Company’s performance in executing large capital projects and turnarounds. The specific responsibilities of the HSE&O Committee are summarized below:
		Administrative – Review the status of the Company’s health, safety, and environmental policies and performance, including processes to ensure compliance with applicable laws and regulations;
		HSE Performance and Sustainability – Review and monitor the Company’s health, safety, and environmental performance results; provide oversight of the Company’s programs, initiatives, and activities in the areas of technology and sustainability; review with management environment, health, safety, product stewardship, and other sustainability issues that can have a material impact on the Company; and review the status of related policies, programs, and practices;
		Audit – Review and approve the scope of the Company’s health, safety, and environmental audit program; regularly monitor audit program results; and review and approve the annual budget for the health, safety, and environmental audit program; and
		Operational Performance – Assess the Company’s operational performance; review the scope of the Company’s operational excellence audit program and monitor program results; and review and monitor the Company’s progress on and results for capital projects and turnarounds.

CHAIR: LINCOLN BENET MEMBERS: JACQUES AIGRAIN NANCE DICCIANI ALBERT MANIFOLD INDEPENDENCE: ALL MEMBERS	The Finance Committee is responsible for monitoring and assessing such matters as the Company’s capital structure and allocation, debt portfolio, and tax and derivative strategies. In fulfilling its duties, the Finance Committee has the responsibilities summarized below:
		Strategy – Review analyses and provide guidance and advice regarding acquisitions and divestments and discuss and review the Company’s tax strategies, planning, and related structures;
		Capital – Review the Company’s capital structure and capital allocation, including organic and inorganic investments; review and discuss the Company’s dividend policy; and review and discuss share repurchase activities and plans; and
		Securities and Financing – Review and discuss the Company’s debt portfolio, credit facilities, compliance with financial covenants, commodity, interest rate, and currency derivative strategies, and proposed securities offerings.

	in the ordinary course of business with an aggregate value of $25 million or more;
	not in the ordinary course of business, regardless of value; or
	with a value of $120,000 or more and in which an executive officer or non-executive director has a direct or indirect material interest.

	Access: Mr. Benet is CEO of Access Industries; Mr. Buchanan is an adviser to Access Industries and Non-Executive Chairman of its Advisory Board, which advises on portfolio strategy; and Mr. Cooper is CEO of Warner Music, a subsidiary of Access Industries.
	Bindra: The Company licenses certain technology and engineering services to, and makes small spot purchases of raw materials from, HPCL-Mittal Energy Limited, where Mr. Bindra is a director.
	Buchanan: The Company has engaged Bain & Company, where Mr. Buchanan was previously a partner and continues in a limited and unrelated advisory role, for certain strategic planning and transaction advisory services.
	Dicciani: In February 2019, the Company purchased certain La Porte, Texas assets from Linde plc, where Ms. Dicciani is a director. The Company also purchases industrial gases from, and sells crude hydrogen to, Linde, and Linde provides technical services to certain Company sites in Europe which license its technology. The Company sells temporary chemical diverters for well completion to Halliburton, where Ms. Dicciani is a director.
	Farley: The Company purchases measurement products and receives site engineering services from TechnipFMC, where Ms. Farley is a director. In 2019, the Company engaged TechnipFMC for a furnace construction project that was subsequently postponed.
	Hanley: The Company sells polypropylene, flame spray products, and coating systems to Shawcor Ltd., where Mr. Hanley is a director.
	Goren: The Company purchases employee medical insurance from MassMutual Asia, an affiliate of MassMutual Financial Group, where Ms. Goren is a director.
	Patel: The Company receives transportation services from Union Pacific Corporation, where Mr. Patel is a director.

Compensation
Board Retainer	Cash	$115,000 ($325,000 for Chair)
	RSUs	Valued at $170,000 ($325,000 for Chair)
Committee Retainers	Members	$10,000 ($15,000 for Audit Committee)
(excluding Executive Committee)	Chairs	$20,000 ($27,500 for Audit and Compensation Committee Chairs)

	Fees Earned		All Other
	or Paid in Cash	Stock Awards	Compensation	Total
Name	($)⁽⁴⁾	($)⁽⁵⁾	($)⁽⁶⁾	($)

Jacques Aigrain	340,890	325,045	20,000	685,935
Lincoln Benet	145,000	170,070	10,000	325,070
Jagjeet Bindra	150,000	170,070	11,974	332,043
Robin Buchanan	–	314,549	–	314,549
Stephen Cooper	–	319,262	1,974	321,236
Nance Dicciani	–	352,365	1,974	354,338
Claire Farley	–	340,553	1,974	342,526
Isabella Goren	140,000	170,070	21,974	332,043
Michael Hanley	105,400	215,423	18,750	339,573
Albert Manifold⁽¹⁾	82,466	170,033	5,000	257,498
Bruce Smith⁽²⁾	–	58,569	1,974	60,542
Rudy van der Meer⁽³⁾	135,000	170,070	14,131	319,201

	Shares Beneficially Owned
Name and Address	Number	Percentage⁽¹⁾
Certain affiliates of Access Industries, LLC⁽²⁾ 730 Fifth Ave., 20th Floor, New York, NY 10019	77,457,868	[ ]%
Capital World Investors⁽³⁾ 333 South Hope Street, Los Angeles, CA 90071	22,076,572	[ ]%
BlackRock, Inc.⁽⁴⁾ 55 East 52nd Street, New York, NY 10055	21,478,057	[ ]%
The Vanguard Group⁽⁵⁾ 100 Vanguard Blvd., Malvern, PA 19355	20,554,616	[ ]%

	Number of		Stock Options Exercisable Within 60 days
Name	Shares	RSus⁽¹⁾	Stock Options Exercisable Within 60 days
Jacques Aigrain	9,483	–	–
Lincoln Benet	3,766	–	–
Jagjeet Bindra⁽²⁾	17,532	–	–
Robin Buchanan	42,444	–	–
Stephen Cooper	27,639	–	–
Nance Dicciani	17,974	–	–
Claire Farley	11,401	–	–
Isabella Goren	8,474	–	–
Michael Hanley	1,369	–	–
Albert Manifold	–	–	–
Bob patel⁽³⁾	270,826	–	686,003
Rudy van der Meer	15,671	–	–
Michael McMurray	–	–	–
Thomas Aebischer	32,520	–	125,011
Dan Coombs	21,396	–	69,476
Ken Lane	3,793	–	–
Torkel Rhenman	8,000	–	–
ALL DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS AS A GROUP (23 PERSONS)	559,510	–	996,688

*(in millions)*		2019		2018
Audit Fees	$	10.4	$	9.3
Audit-Related Fees		0.4		0.6
Tax Fees		0.8		1.2
All Other Fees		–		–
TOTAL	$	11.6	$	11.1

TABLE OF CONTENTS

EXECUTIVE SUMMARY	34

2019 Performance Highlights	34
Key Compensation Practices	35
Say-on-Pay and Shareholder Outreach	35
CEO Performance and Compensation Decisions	36
Additional Compensation Committee Actions in 2019	36

WHAT GUIDES OUR PROGRAM	37

Executive Compensation Philosophy	37
Components of Executive Compensation	37
Compensation Mix	38
The Decision-Making Process	38
Competitive Positioning and Our Peer Group	39

2019 EXECUTIVE COMPENSATION DECISIONS IN DETAIL	39

2019 Base Salaries	39
2019 Annual Bonus Payments	40
2019 Long-Term Incentives	44

ADDITIONAL INFORMATION CONCERNING EXECUTIVE COMPENSATION	46


What We Do
	Pay for performance. We tie a significant amount of compensation to our financial, business, and strategic goals.
	Emphasize long-term performance. We balance long-term and short-term incentives and use long-term equity incentive awards, including PSUs, RSUs, and stock options, to reward sustained long-term performance.
	Double-trigger vesting. We provide for “double-trigger” vesting in connection with any change-in-control event.
	Clawbacks. We have adopted strong clawbacks so we can recover performance-based compensation in certain circumstances.
	Share ownership guidelines. We restrict our executives’ and directors’ ability to sell shares unless they first meet robust share ownership guidelines.
	Independent compensation consultant. We engage an independent consultant to advise on executive compensation matters, and our independent Compensation Committee meets regularly with the consultant in executive session.
	Annual say-on-pay. We hold an annual say-on-pay advisory vote.

What We Don’t Do
	Excise tax gross-ups. We do not provide for excise tax gross-ups in connection with change-in-control events or terminations.
	Hedging or pledging. We do not allow our officers and directors to hedge or pledge our stock.
	Guaranteed bonuses. We do not pay guaranteed or multi-year bonuses.
	Automatic compensation increases. We do not automatically increase executive base salaries each year or make lock-step changes in compensation based on peer group compensation levels or metrics.
	Reprice or exchange underwater options. We do not permit option repricing or the buyout of underwater options without shareholder approval.


	Significant progress in talent management and strengthening the leadership team, including the hiring or promotion of seven new individuals to the executive leadership team and the establishment of development academies and training programs to support employees with senior management and leadership team potential;
	Successful execution on the Company’s inorganic growth strategy, including significant progress on integration of A. Schulman businesses and the announcement of two new joint ventures in China, as well as disciplined evaluation of, and decisions not to proceed with, other acquisition opportunities;
	Advancement of the Company’s sustainability initiatives and commitments;
	Progress on capital allocation and toward the Company’s optimal balance sheet, while returning significant capital to shareholders through increasing dividends and share repurchases, including completion of the July 2019 tender offer;
	Continued cost discipline across the Company; and
	Challenges in global projects performance, including construction cost and schedule overruns, despite meaningful improvement in turnaround performance.


Our executive compensation program is designed to:
	Take into account the realities of a cyclical, commodity industry and reward differential performance
	Align the interests of management with those of our shareholders
	Encourage both short-term and long-term results
	Attract, retain, and incentivize the highest caliber team possible
	Enable us to pay high achievers above-market median compensation based on individual performance, potential, and impact to the Company’s results
	Recognize and maintain the Company’s market-leading position in HSE performance, costs, and business performance


Component	Objective	Key Features	Performance-Based
Base Salaries	Provide a regular fixed income in recognition of job responsibilities	Determined when executives are hired or promoted into their position and reviewed annually	Individual performance is a key driver of any annual base salary adjustment. Increases are not guaranteed and must be approved by the Compensation Committee
Short-Term Incentives	Incentivize executives by aligning their compensation with key annual objectives and the results that are achieved	Target value of annual bonus is determined as a percentage of base salary. Executives earn from 0 to 200% of target based on Company results and individual performance	Payout is determined by the Compensation Committee based on corporate performance and achievement of individual goals
Long-Term Incentives	Encourage executives to increase shareholder value over the long term and support talent retention	Target value of LTI awards at grant is determined as either a percentage of base salary or, for the CEO, as a set target value PSUs – three-year performance period, vest from 0 to 200% of target RSUs – generally cliff vest after three years Options – vest ratably over three years; expire ten years from grant; exercise price is fair market value at date of grant	Value of all LTI awards varies in relationship to changes in share price PSUs pay out based on Company performance, as determined by the Compensation Committee. For PSUs granted since 2017 (including those vested on December 31, 2019), performance is based solely on TSR relative to peers


Name	2018 Base Salary		2019 Base Salary		Increase
Bob Patel	$	1,575,000	$	1,575,000		0.0%
Michael McMurray		N/A	$	800,000		N/A
Thomas Aebischer	$	769,153	$	796,073		3.5%
Dan Coombs	$	686,400	$	686,400		0.0%
Ken Lane		N/A	$	750,000		N/A
Torkel Rhenman		N/A	$	750,000		N/A


Name	2019 Target Bonus (% of salary)
Bob Patel		160%
Michael McMurray⁽¹⁾		N/A
Thomas Aebischer		90%
Dan Coombs		90%
Ken Lane		85%
Torkel Rhenman⁽²⁾		90%

(1)	Mr. McMurray did not receive a 2019 STI award as he joined the Company in November 2019. His target bonus for 2020 will be 90% of base salary.
(2)	Mr. Rhenman received a pro-rated 2019 STI award as a result of his partial year of service with the Company beginning in July 2019.

(1)	Mr. Patel’s STI payout is based entirely on Company performance. There is no individual performance component.
(2)	Overall payout under the STI program will not exceed 200% of an individual’s target bonus.


(1)	Payout for the TRIR component of HSE performance was reduced to 70% due to the occurrence of two fatalities at legacy A. Schulman sites.


Segment(s)	Description of EBITDA Budget Adjustments
Olefins & Polyolefins – Americas	Ethylene cash margin (IHS), polyethylene spread (PTAI), and polypropylene spread (PTAI)
Olefins & Polyolefins – Europe, Asia, International	Ethylene cash margin (IHS), polyethylene spread (PTAI), and polypropylene spread (PTAI)
Intermediates & Derivatives	U.S. methanol variable margin (IHS), styrene raw material margin (IHS), and EU MTBE raw material margin (IHS)
Refining	Maya 2-1-1 crack spread, net of RINs and co-product spread
All	Foreign-exchange rate impacts, mark-to-market adjustments, and fixed cost exclusions
Olefins & Polyolefins – Americas; Intermediates & Derivatives	Impact of unanticipated Venezuelan sanctions

NET EBITDA BUDGET IMPACT	15.4%


Name⁽¹⁾	Individual Target Bonus	Company Performance Component					Individual Performance Component					STI Payout (as a % of salary)		STI Payout
Bob Patel⁽²⁾	160%	x	69%									=	N/A	$	1,600,000
Thomas Aebischer	90%	x	[ (69%	x	75%)	+	(69%	x	100%	x	25%) ]	=	62%	$	490,239
Dan Coombs	90%	x	[ (69%	x	75%)	+	(69%	x	90%	x	25%) ]	=	61%	$	415,598
Ken Lane	85%	x	[ (69%	x	75%)	+	(69%	x	120%	x	25%) ]	=	60%	$	461,869
Torkel Rhenman⁽³⁾	90%	x	[ (69%	x	75%)	+	(69%	x	130%	x	25%) ]	=	70%	$	232,875

(1)	Mr. McMurray did not receive a 2019 STI award as he joined the Company in November 2019.
(2)	Mr. Patel’s 2019 STI award was adjusted lower at the discretion of the Compensation Committee. See additional information below.
(3)	Mr. Rhenman received a pro-rated 2019 STI award as a result of his partial year of service with the Company beginning in July 2019.

	Performance-based awards that pay out at 0 to 200% of target based on the Company’s total shareholder return (“TSR”) over a three-year period. PSUs only reward our executives if our shareholder return over the performance period compares favorably to that of our peers.
	Time-based awards that cliff vest after three years. RSUs provide retention value and encourage executives to consider the Company’s long-term success, strengthening the alignment between their interests and those of our shareholders.
	Time-based awards that are intended to direct executives’ focus toward increasing the market value of our shares. Options vest ratably over three years, expire ten years from the date of grant, and only provide value to the executive if there is an appreciation of our stock price over time.


Name	2018 Target (% of base salary)			Total Value of 2018 LTI Awards		2019 Target (% of base salary)			Total Value of 2019 LTI Awards
Bob Patel⁽¹⁾		750	%		11,812,500		N/A		$	12,312,500
Michael McMurray⁽²⁾		N/A			—		N/A			—
Thomas Aebischer		310	%		2,384,000		310	%	$	2,468,000
Dan Coombs⁽³⁾		310	%		2,128,000		248	%	$	1,702,500
Ken Lane⁽⁴⁾		N/A			—		240	%	$	838,500
Torkel Rhenman⁽⁴⁾		N/A			—		260	%	$	935,000

(1)	For 2019, Mr. Patel’s LTI target value was established as an absolute value of $12,312,500 rather than as a percentage of base salary.
(2)	Mr. McMurray did not receive an annual LTI grant for 2019 and will receive his first annual grant in 2020 with a target of 310% of base salary. Mr. McMurray did receive a one-time sign-on RSU and stock option grant at the time of his employment, as described below.
(3)	Mr. Coombs’s 2019 LTI target value was adjusted to 80% of 2018 LTI target value as a result of his individual performance rating for 2018.
(4)	Mr. Lane and Mr. Rhenman each received a pro-rata award under the 2019 LTI program as a result of their partial year of service with the Company beginning July 15 and July 10, respectively. Each executive also received a one-time sign-on RSU grant as described below.

	1	2	3	4	5	6	7	8	9	10	11	12	13	14
Positive TSR	200%	200%	178%	156%	133%	111%	89%	67%	44%	22%	--	--	--	--
Negative TSR	100%	100%	83%	67%	50%	33%	17%	--	--	--	--	--	--	--