ASIX
Published on 04/30/2026 at 08:06 pm EDT
2026
Proxy Statement
and Notice of Annual Meeting of Stockholders
300 Kimball Drive, Suite 101 Parsippany, New Jersey 07054
April 29, 2026
To our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of AdvanSix Inc. (the "Annual Meeting"), which will be held at 9:00 a.m. Eastern Time on Monday, June 22, 2026. The Annual Meeting will be a completely virtual meeting conducted via live audio webcast to enable our stockholders to participate remotely from any location. You will be able to attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/ASIX2026. See "Attendance at the Virtual Annual Meeting" in the proxy statement for additional information regarding how to attend and participate at the Annual Meeting.
The accompanying notice of meeting and proxy statement describe the matters to be voted on at the meeting. You will be asked to elect directors, to ratify the appointment of the independent accountants, and to cast an advisory vote to approve executive compensation.
Proposal 1: Election of nine Director Nominees to the Board of Directors
Proposal 2: Ratification of Appointment of Independent Registered Public Accountants Proposal 3: Advisory Vote to Approve Executive Compensation
YOUR VOTE IS IMPORTANT. We encourage you to read the proxy statement and vote your shares as soon as possible. Stockholders may vote via the Internet, by telephone, by completing and returning a proxy card or voting instruction form or by scanning the QR code provided on the Notice of Internet Availability of Proxy Materials, the next page in the Notice of Annual Meeting of Stockholders or on the proxy card. Specific voting instructions are set forth in the proxy statement and on both the Notice of Internet Availability of Proxy Materials and the proxy card.
On behalf of the Board of Directors, thank you for your continued support of AdvanSix. Sincerely,
Chair of the Board President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DATE: Monday, June 22, 2026
TIME: 9:00 a.m. Eastern Time
LOCATION: Virtual meeting conducted via live audio webcast at https://www.virtualshareholdermeeting.com/ASIX2026
RECORD DATE: Close of business on April 24, 2026
Election of the nine director nominees to the Board of Directors;
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for 2026;
Advisory vote to approve executive compensation; and
Transact any other business that may properly come before the meeting.
The Securities and Exchange Commission's "Notice and Access" rule enables AdvanSix to deliver a Notice of Internet Availability of Proxy Materials to stockholders in lieu of a paper copy of the proxy statement, related materials and the Company's Annual Report to Stockholders. The Notice contains instructions on how to access our Proxy Statement and 2025 Annual Report and how to vote online.
By Telephone
In the U.S. or Canada, you can vote your shares by calling +1 (800) 690-6903. You will need the 16-digit control number on the Notice of Internet Availability or proxy card.
By Internet
You can vote your shares online at https://www.proxyvote.com. You will need the 16-digit control number on the Notice of Internet Availability or proxy card.
By Mail
You can vote your shares by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.
By Scanning
You can vote your shares online by scanning the QR code above. You will need the 16-digit control number on the Notice of Internet Availability or proxy card. Additional software may need to be downloaded.
How to Attend the 2026 Virtual Annual Meeting: To be admitted to the Annual Meeting at https://www.virtualshareholdermeeting.com/ASIX2026, you must enter the 16-digit control number on your Notice of Internet Availability or proxy card. At the virtual Annual Meeting, you will have the opportunity to vote and to ask questions by following the instructions provided on the meeting website. Whether or not you plan to attend the virtual meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described above.
This Notice of Annual Meeting of Stockholders and related Proxy Materials are being distributed or made available to stockholders beginning on or about April 29, 2026.
By Order of the Board of Directors,
Senior Vice President, General Counsel and Corporate Secretary
TABLE OF CONTENTS
Proposal No. 1: Election of Directors 1
Corporate Governance 6
Stock Ownership Information 17
SEC Filings and Section 16(a) Reports 20
Corporate Social Responsibility and Sustainability 18
Stockholder Outreach and Engagement 20
Executive Compensation 22
Compensation Discussion and Analysis 22
Compensation and Leadership Development Committee Report 35
2025 Summary Compensation Table 35
Grants of Plan-Based Awards-Fiscal Year 2025 36
Outstanding Equity Awards at 2025 Fiscal Year-End 37
Equity Compensation Plan Information Table 38
Option Exercises and Stock Vested-Fiscal Year 2025 38
Pension Benefits-Fiscal Year 2025 38
Non-qualified Deferred Compensation-Fiscal Year 2025 39
Potential Payments Upon Termination or Change In Control 40
2025 Pay Ratio Disclosure 41
Pay versus Performance 41
Audit Committee Report 45
Other Proposals 46
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accountants 46
Proposal No. 3: Advisory Vote to Approve Executive Compensation 47
Voting Procedures 48
Attendance at the Virtual Annual Meeting 50
Other Information 51
Appendix A: Non-GAAP Measures and Forward-Looking Statements A-1
PROXY STATEMENT
This proxy statement is being provided to stockholders in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or "Board") for use at the Annual Meeting of Stockholders (the "Annual Meeting") of AdvanSix Inc. ("AdvanSix" or the "Company") to be held on Monday, June 22, 2026. See Appendix A for information regarding forward-looking statements and non-GAAP measures presented in this proxy statement.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The term of office for our ten directors will expire at the Annual Meeting, and nine of the directors have been nominated for reelection for a one-year term. Mr. Daniel F. Sansone, who has served as a director since 2016, is not eligible for reelection at the Annual Meeting under the director age limit set forth in the Company's Corporate Governance Guidelines, which was waived in 2025 on a limited basis. Accordingly, Mr. Sansone has not been renominated and, effective as of the Annual Meeting, will be retiring as a director and the size of the Board will be reduced to nine directors.
Our Board has nominated the nine director nominees for re-election to serve a term expiring at the 2027 Annual Meeting of Stockholders and, in each case, until their respective successor has been duly elected and qualified. Each of Ms. Dana O'Brien and Mr. Daryl Roberts, who were appointed to the Board effective September 2, 2025, and Mr. Jeffrey J. Bird, who was appointed to the Board effective January 1, 2026, will be standing for election for the first time at the 2026 Annual Meeting. Ms. O'Brien and Mr. Bird were identified and recommended by a third-party search firm retained by the Company, and Mr. Roberts was identified through his presence within the chemicals industry and related trade groups. Each of the appointments was unanimously approved by the Board of Directors.
We do not know of any reason why any nominee would be unable to serve as a director. If any nominee should become unavailable to serve prior to the Annual Meeting, the shares represented by proxy will be voted for the election of such other person as may be designated by the Board. The Board may also determine to leave the vacancy temporarily unfilled or reduce the authorized number of directors in accordance with our Certificate of Incorporation. AdvanSix's By-laws provide that in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast "FOR" her or his election than votes cast "AGAINST" her or his election will be elected to the Board.
The Nominating and Governance Committee is responsible for nominating a slate of director nominees who collectively have the complementary experience, qualifications, skills and attributes to guide the Company and function effectively as a Board. The Committee believes that each of the nominees has key personal attributes that are important to an effective board: integrity, candor, analytical skills, the willingness to engage management and each other in a constructive and collaborative fashion, and the ability and commitment to devote significant time and energy to their service on the Board and its Committees.
KEY STATISTICS ABOUT OUR DIRECTOR NOMINEES
Independent
Senior Leadership Experience
Operations, HS&E, ESG and Sustainability Experience
Average Age
Listed below are other key experiences, qualifications, attributes and skills of our director nominees that are relevant and important in light of AdvanSix's businesses and structure:
DIRECTOR SKILLS AND QUALIFICATIONS CRITERIA
Senior Leadership Experience
Experience serving as CEO or a senior executive provides a practical understanding of how complex organizations function and hands-on leadership experience in core management areas, such as strategic and operational planning, financial reporting, human capital management, compliance, risk management, mergers and acquisitions, and leadership development.
Industry Experience
Experience in our industry enables a better understanding of the issues facing the Company's business as well as risk management.
Operations, HS&E, ESG and Sustainability Experience
Experience with the operations of complex, continuous manufacturing and Environmental, Social and Governance ("ESG") topics, including health, safety, and environmental ("HS&E") and sustainability matters, provides critical perspective in understanding and evaluating operational planning, management, and risk mitigation.
Financial Expertise
We believe that an understanding of finance and financial reporting processes is important for our directors to monitor and assess the Company's operating performance and to support accurate financial reporting and robust controls. Our directors have relevant background and experience in capital markets, corporate finance, accounting and financial reporting and several satisfy the "accounting or related financial management expertise" criteria set forth in the New York Stock Exchange ("NYSE") listing standards.
Regulated Industries Experience
AdvanSix is subject to a broad array of government regulations and demand for its products and services can be impacted by changes in law or regulation in areas such as safety, security and energy efficiency. Several of our directors have experience in regulated industries, providing them with insight and perspective in working constructively and proactively with governments and agencies.
Public Company Board Experience
Service as an executive officer, as well as on the boards and board committees, of public companies provides an understanding of corporate governance practices and trends and insights into board management, relations between the board, the CEO and senior management and stockholders, agenda setting and succession planning.
Experience, Expertise or Attributes
Jeffrey J. Bird
Erin N. Kane
Todd D. Karran
Gena C. Lovett, Ph.D.
Donald P Newman
Dana O'Brien
Daryl Roberts
Sharon S. Spurlin
Patrick S. Williams
Senior Leadership
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Industry
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Operations, HS&E, ESG and Sustainability
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Financial
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Regulated Industries
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Public Company Board
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CEO Experience
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Independent Director
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The Nominating and Governance Committee also considered the specific experience described in the biographical details that follow in determining to nominate the individuals below for election as directors. See "Director Independence" on page 12 of this proxy statement.
The Board of Directors unanimously recommends a vote FOR the election of each of the director nominees.
Jeffrey J. Bird
Mr. Bird (59) currently serves as Interim President and Chief Operating Officer of Envent Corporation, a private company that provides environmental and industrial solutions for the petrochemical industry that minimize environmental impact while maximizing operational efficiency, where he has also served as a member of the Board of Advisors since January 2025. Mr. Bird is also currently a director of Heath Consultants, a private company specializing in methane detection. Mr. Bird was formerly President, Chief Executive Officer and a Director of Dril-Quip, an offshore drilling and production equipment manufacturer. He joined Dril-Quip in March 2017 as Vice President and Chief Financial Officer, and then served from February 2019 to May 2020 as Senior Vice President - Production Operations and Chief Financial Officer, from May 2020 to January 2022 as President and Chief Operating Officer, and from January 2022 through 2024 as President and Chief Executive Officer and as a Director. From December 2014 through February 2017, he was Executive Vice President and Chief Financial Officer of Frank's International, a provider of engineered tubular services to the oil and gas industry. Prior to joining Frank's International, Mr. Bird had served as the Vice President of Finance and Chief Financial Officer of Ascend Performance Materials, a provider of chemicals, fibers and plastics, from September 2010. Prior to joining Ascend, Mr. Bird served in a variety of accounting and finance roles, primarily in the industrial manufacturing sector including serving as a division Chief Financial Officer at Danaher Corporation.
Mr. Bird's qualifications to serve on the Board include his executive experience in the global manufacturing and chemicals industry. He also brings to the Board extensive experience with financial and accounting expertise, operations, senior leadership, business strategy, and public company governance.
Mr. Bird has served as a director of AdvanSix since January 2026. Board Committees: Audit; Health, Safety and Environmental
Erin N. Kane
Ms. Kane (49) has been President and Chief Executive Officer and a director of AdvanSix since the spin-off on October 1, 2016. Prior to joining AdvanSix, Ms. Kane served as Vice President and General Manager of Honeywell Resins and Chemicals since October 2014. She joined Honeywell in 2002 as a Six Sigma Blackbelt of Honeywell's Specialty Materials business. In 2004, she was named Product Marketing Manager of Honeywell's Specialty Additives business. From 2006 until 2008, Ms. Kane served as Global Marketing Manager of Honeywell's Authentication Technologies business, and in 2008 she was named Global Marketing Manager of Honeywell's Resins and Chemicals business. In 2011, she was named Business Director of Chemical Intermediates of Honeywell's Resins and Chemicals business. Prior to joining Honeywell, Ms. Kane held Six Sigma and process engineering positions at Elementis Specialties and Kvaerner Process.
Ms. Kane serves on the Boards of Directors of the Chemours Company (NYSE: CC), and the American Chemistry Council. She brings to the Board her extensive leadership experience as well as knowledge of AdvanSix's business, industry, operations/HS&E and sustainability, and public company governance.
Todd D. Karran
Mr. Karran (61) has served as the Chief Executive Officer Petrochemicals of Inter Pipeline, an energy infrastructure business engaged in the transportation, processing and storage of energy products across Western Canada and Europe, since May 2022. He was formerly the President and Chief Executive Officer of NOVA Chemicals, a leading producer of polyethylene and expandable styrenics, from 2015 until his retirement in August 2020. Prior to that, he served as Senior Vice President and Chief Financial Officer of NOVA Chemicals from 2009 until 2016. Mr. Karran joined NOVA Chemicals in 1985 and held various other positions since then, including management, accounting and financial roles such as Vice President and Controller, Tax Compliance Specialist and Manager of Financial Services. From 2006 until 2007, he served as NOVA Chemicals' Vice President and Chief Information Officer. From 2007 until 2009, he served as NOVA Chemicals' Treasurer and Vice President of Corporate Development.
Mr. Karran was a director of NOVA Chemicals from 2015 through 2020. He brings to the Board the leadership, management oversight and financial experience gained through his roles as a director of and in various senior management leadership roles at NOVA Chemicals, with extensive chemicals industry experience including operations/HS&E and sustainability, global business, as well as strategy development and growth.
Mr. Karran is Chair of the Board and has served as a director of AdvanSix since the spin-off from Honeywell on October 1, 2016.
Gena C. Lovett , Ph.D.
Dr. Lovett (63) has a Ph.D. in Values Driven Leadership from Benedictine University. Dr. Lovett previously was the Vice President, Operations, Defense, Space and Security, of The Boeing Company, a manufacturer of airplanes, between July 2015 and June 2019. She served as Global Chief Diversity Officer between January 2012 and June 2015, and as Director, Manufacturing, Forgings, between July 2007 and January 2012, of Alcoa Corporation, a manufacturer of aluminum. She served in numerous roles with Ford Motor Company, a manufacturer of cars and trucks, between April 1992 and June 2007, including as Plant Manager, New Model Programs. She received a B.A. degree from The Ohio State University, an M.B.A. degree from The Baker Center for Graduate Studies, and an M.Sc. from Benedictine University.
Dr. Lovett is a director of Trex Company, Inc. (Nasdaq: TREX) and QuantumScape Corporation (NYSE: QS). She brings to the Board extensive experience with senior leadership, business strategy, public company governance, as well as management oversight, including with respect to corporate culture and operations/HS&E.
Dr. Lovett has served as a director of AdvanSix since September 2021.
Board Committees: Health, Safety and Environmental; Nominating and Governance
Donald P. Newman
Mr. Newman (61) served as Executive Vice President, Finance and Chief Financial Officer of ATI Inc., a global producer of high-performance materials and solutions for the global aerospace and defense markets and critical applications in electronics, medical and specialty energy, from January 2022 through December 31, 2025. Mr. Newman previously served as ATI's Senior Vice President, Finance and Chief Financial Officer from January 2020 through December 2021. He joined ATI in January 2020, having served as Chief Financial Officer of Stelco Holdings, Inc. from August 2017 through December 2019. Previously, Mr. Newman was Chief Financial Officer of Headwaters Incorporated from December 2010 until it was acquired in May 2017. In previous roles, Mr. Newman served as Vice President - Controller and Interim Chief Financial Officer at Boart Longyear Limited and as Chief Accounting Officer at ACI Worldwide, Inc., and held leadership roles for over 12 years at NRG Energy, Inc.
Mr. Newman is a director of Amrize Ltd. (NYSE: AMRZ), a building solutions company. He brings to the Board extensive experience with financial and accounting expertise, operations/HS&E, senior leadership, business strategy, and public company governance.
Mr. Newman has served as a director of AdvanSix since August 2024. Board Committees: Audit; Health, Safety and Environmental
Dana O'Brien
Ms. O'Brien (58) served as Senior Vice President and Chief Legal Officer of Olin Corporation, a manufacturer of chemical products, from November 2021 through February 28, 2025, and then served as Special Advisor to the CEO until her retirement on July 31, 2025. She also served as Secretary of Olin from November 2021 through April 2024. Prior to joining Olin, Ms. O'Brien had served as Senior Vice President and General Counsel at The Brink's Company, an NYSE-listed company that is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services, from April 2019 to November 2021. Prior to that, Ms. O'Brien served as Senior Vice President and General Counsel of CenterPoint Energy, a Fortune 500, NYSE-listed company that provides electric transmission and distribution, natural gas distribution, and energy services operations from May 2014 until March 2019. From 2007 to 2014, Ms. O'Brien served as Chief Legal Officer and Chief Compliance Officer for CEVA Logistics, plc., a global provider of contract logistics and freight forwarding services located in the Netherlands and publicly traded on the SIX Swiss Exchange in Switzerland. Prior to that, between 2005 and 2007, she served as General Counsel, Chief Compliance Officer and Secretary of EGL, Inc., which was acquired by CEVA Logistics. Ms. O'Brien also previously served as Vice President, Secretary and General Counsel, from 2001 to 2005 of Quanta Services, Inc., an NYSE-listed construction and service provider to the energy and utility industries.
Ms. O'Brien is a director of Sterling Infrastructure, Inc. (Nasdaq: STRL), an infrastructure services provider of e-infrastructure, building and transportation solutions. She brings to the Board extensive experience with public company governance, regulatory and compliance, senior leadership, and business strategy, having served as general counsel of multiple public companies.
Ms. O'Brien has served as a director of AdvanSix since September 2025.
Board Committees: Compensation and Leadership Development; Nominating and Governance
Daryl Roberts
Mr. Roberts (57) served as Senior Vice President and Chief Operations and Engineering Officer of DuPont de Nemours Inc. from 2018 until 2025. From 2015 through 2018, he served as Vice President, Manufacturing, Technology and Regulatory Services and, from 2012 through 2015, as Senior Director, Manufacturing and Regulatory Services of Arkema S.A. From 1998 through 2012, he served in various manufacturing, health and safety, operations and engineering positions at Arkema S.A.
Mr. Roberts is a director of American Electric Power (Nasdaq: AEP), an electric utility company. Mr. Roberts' qualifications to serve on the Board include his executive experience in the global manufacturing industry. He also brings to the Board relevant experience in engineering, manufacturing, operations, regulatory and health and safety. Through his roles in the manufacturing industry, he also has experience managing compliance, regulatory and public policy matters.
Mr. Roberts has served as a director of AdvanSix since September 2025.
Board Committees: Audit; Health, Safety and Environmental
Sharon S. Spurlin
Ms. Spurlin (61) has been Senior Vice President and Treasurer of Plains All American Pipeline L.P., an energy infrastructure and logistics company, since 2014. She joined Plains All American Pipeline L.P. in 2002 as its director of Internal Audit. From 2007 until 2009, Ms. Spurlin served as Plains All American Pipeline L.P.'s Assistant Treasurer. From 2009 until 2014, she served as both PetroLogistics L.P. and PL Midstream's Senior Vice President and Chief Financial Officer. Ms. Spurlin has also held various positions at American Ref-Fuel Company and Arthur Andersen.
Ms. Spurlin is a director of Smart Sand Inc. (Nasdaq: SND), a supplier of industrial sand to the energy industry, and DMC Global (Nasdaq: BOOM), an owner and operator of asset-light manufacturing businesses that provide unique, highly engineered products and differentiated solutions. She brings to the Board her corporate governance and financial expertise, including in financial reporting, accounting, capital markets and controls, as well as senior leadership experience in operations/HS&E and sustainability, regulated industries, risk management, and public companies.
Ms. Spurlin has served as a director of AdvanSix since the spin-off from Honeywell on October 1, 2016.
Board Committees: Audit; Compensation and Leadership Development
Patrick S. Williams
Mr. Williams (61) has served as President and CEO and as a director of Innospec Inc. (Nasdaq: IOSP), an international specialty chemicals company, since 2009. Prior to holding this position, Mr. Williams was Executive Vice President and President, Fuel Specialties from 2005 to 2009 and in addition assumed responsibility for the global Performance Chemicals business in 2008. Prior to 2005, he served as Chief Executive Officer for the Fuel Specialties business in the Americas, having held a number of senior management and sales leadership roles in that business since 1993.
Mr. Williams brings to the Board senior leadership, business strategy, management oversight, and public company governance experience gained through his role as a President and Chief Executive Officer and board member of Innospec Inc., with extensive chemicals industry experience including mergers and acquisitions, operations/HS&E and sustainability, global business, and strategy development and growth.
Mr. Williams has served as a director of AdvanSix since February 2020.
Board Committees: Compensation and Leadership Development; Nominating and Governance
The composition of certain Board Committees changed during 2025. See below on pages 8-9 under "Board Committees" for additional information.
CORPORATE GOVERNANCE
AdvanSix is committed to strong corporate governance policies, practices and procedures designed to make the Board more effective in exercising its oversight role. The following sections provide an overview of our corporate governance structure, including the independence and other criteria we use in selecting director nominees, our Board leadership structure, and the responsibilities of the Board and each of its Committees. Our Corporate Governance Guidelines, among other key governance materials, help guide our Board and management in the performance of their duties and are regularly reviewed by the Board.
KEY CORPORATE GOVERNANCE DOCUMENTS
Please visit our website at https://www.AdvanSix.com (see "lnvestors"-"Corporate Governance") to view the following documents:
Certificate of lncorporation and By-laws
Corporate Governance Guidelines
Code of Business Conduct
Board of Directors Code of Ethics Guidelines
Committee Charters
These documents are available free of charge on our website or by writing to AdvanSix lnc., 300 Kimball Drive, Suite 101, Parsippany, New Jersey 07054, c/o Corporate Secretary. Our Code of Business Conduct (the "Code of Conduct") applies to all directors, officers (including the Chief Executive Officer, Chief Financial Officer and Controller) and employees, and our Board of Directors Code of Ethics Guidelines (the "Board Code of Ethics") applies to our directors. Amendments to, or waivers of, the Code of Conduct and the Board Code of Ethics granted to any of our directors or executive officers, as applicable, will be disclosed on our website.
The primary functions of our Board of Directors are:
to oversee the affairs of the Company and management performance on behalf of stockholders;
to ensure that the long-term interests of the stockholders are being served;
to monitor adherence to AdvanSix standards and policies;
to promote the exercise of responsible corporate citizenship; and
to perform the duties and responsibilities applicable to the members of our Board under the laws of Delaware, AdvanSix's state of incorporation.
During 2025, the Board held five meetings and the Board Committees collectively held 19 meetings. During 2025, all of the directors then serving attended at least 80% of the Board meetings and attended at least 89% of all of the Committee meetings of the Board on which each such director served.
Our Board of Directors has adopted Corporate Governance Guidelines which outline our corporate governance policies and procedures, including, among other topics, director responsibilities, Board committees, management succession and performance evaluations of the Board.
Our Corporate Governance Guidelines provide that the positions of Board Chair and Chief Executive Officer are to be held by separate individuals. Mr. Karran currently serves as lndependent Chair of the Board who, in accordance with the Corporate Governance Guidelines, meets the independence requirements established by the NYSE. The Chair, among other responsibilities, works with the Chief Executive Officer and the Board to prepare Board meeting agendas and schedules, acts as chair at all Board meetings, and serves as liaison between management and the other independent members of the Board to provide feedback from executive sessions and to call and preside at meetings of the independent directors when necessary and appropriate.
We believe that the current Board leadership structure is an appropriate structure and in the best interests of the Company and its stockholders at this time. The sharing of responsibilities allows, on the one hand, the Chief Executive Officer to focus her energy on strategy and management of the Company and its operations, and on the other hand, the Board to focus on oversight of strategic planning and risk management of the Company.
The Board's Committees-the Audit Committee, the Compensation and Leadership Development Committee (the "C&LD Committee"), the Nominating and Governance Committee, and the Health, Safety, and Environmental Committee (the "HS&E Committee")-undertake, as applicable, extensive analysis and review of the Company's activities in key areas such as financial reporting, risk management, internal controls, compliance, corporate governance, cybersecurity, leadership development, succession planning, executive compensation, and ESG topics, including HS&E and sustainability matters.
The Board and its Committees perform an annual review of their priorities and calendarized agenda of topics to be considered for each meeting. During that review, each Board and Committee member is free to raise topics that are not on the agenda and to suggest items for inclusion on future agendas.
Each director is provided, in advance, written material to be considered at each meeting of the Board and has the opportunity to provide comments and suggestions.
The Board and its Committees provide feedback to management and management answers questions raised by the directors during Board and Committee meetings.
Special meetings of the Board may be called by the Board Chair, by the Chief Executive Officer or by a majority of the independent directors.
The Board establishes its governance goals on an annual basis and utilizes the goals as the basis for agenda topics for meetings throughout the year.
The Board currently has the following Committees: the Audit Committee, the C&LD Committee, the Nominating and Governance Committee, and the HS&E Committee. Each Committee consists entirely of independent directors. Each Committee operates under a written charter which is available on our website at https://www.AdvanSix.com (see "lnvestors"-"Corporate Governance").
Members (1)
Primary Responsibility
2025
Meetings
Mr. Newman*
Overseeing our financial reporting process (including systems of internal accounting and financial controls);
Overseeing compliance with legal and regulatory requirements including regular review of integrity and compliance incident reporting, as applicable;
Reviewing qualifications and independence of our independent accountants;
Overseeing our independent accountants' annual audit of our financial statements;
Overseeing enterprise risk management and performance of our internal audit function;
Overseeing ESG matters including disclosure of human capital management and related metrics;
Overseeing cybersecurity and security of Company data and information; and
Reviewing and approving certain reports required by SEC rules and regulations.
Mr. Bird
Mr. Sansone
Audit Committee
Ms. Spurlin
6
Ms. Spurlin*
Establishing and periodically reviewing our compensation philosophy;
Evaluating the performance of our Chief Executive Officer, including determining and approving compensation, and overseeing the performance, development and retention of senior management;
Reviewing and approving the compensation of our other executive officers, as well as evaluating Board compensation;
Overseeing the executive succession planning process, including emergency succession planning;
Overseeing the administration and determination of awards under our compensation plans;
Reviewing and approving, and overseeing and monitoring compliance with, policies with respect to the recovery or "clawback" of compensation;
Overseeing human capital management and ESG matters relating to leadership development as well as employee engagement and inclusion initiatives; and
Reviewing and approving any report on executive compensation required by the rules and regulations of the SEC.
Ms. O'Brien
Mr. Roberts
Compensation and Leadership Development Committee
Mr. Williams
5
Mr. Williams*
Overseeing our corporate governance practices and related matters;
Adopting and reviewing policies regarding the consideration of candidates for our Board proposed by stockholders and other criteria for Board membership;
ldentifying, reviewing and recommending individuals for election to the Board;
Reviewing and making recommendations to our Board regarding the structure of our various Board Committees;
Overseeing policies, performance and goals in the areas of corporate social responsibility and sustainability including governance practices associated with ESG matters including that applicable Committees and/or the Board are chartered with appropriate oversight and responsibilities, as needed;
Overseeing integrity and compliance incident reporting;
Overseeing public policy and governmental relations matters; and
Overseeing our annual Board and Committee self-evaluations.
Dr. Lovett
Ms. O'Brien
Nominating and Governance Committee
Mr. Sansone
4
Dr. Lovett*
Overseeing and providing guidance on HS&E, process safety management and related programs;
Reviewing effectiveness of HS&E management systems, reporting processes and systems of internal controls to ensure compliance with applicable regulations and laws and Company policies and procedures; and
Overseeing risk management programs relating to HS&E.
Health, Safety and Environmental Committee
Mr. Bird
Mr. Newman
4
Mr. Roberts
Mr. Sansone
* Chairperson
Our Board has determined that (i) all the committee members of each of the Audit Committee, the C&LD Committee, the Nominating and Governance Committee and the HS&E Committee are independent for purposes of applicable NYSE listing standards and Securities and Exchange Commission ("SEC") rules as well as applicable Committee charters, and (ii) each of the Audit Committee members satisfies the "accounting or related financial management expertise" requirements set forth in the NYSE listing standards, and has designated each of Mr. Newman, Mr. Bird, Mr. Sansone, and Ms. Spurlin as an SEC-defined "audit committee financial expert."
Mr. Sansone, who has served as a director since 2016, is not eligible for reelection at the Annual Meeting under the director age limit set forth in the Company's Corporate Governance Guidelines. Accordingly, Mr. Sansone has not been renominated and will be retiring as a director effective as of the Annual Meeting.
The Board adopted the following change to Committee composition in 2025:
Mr. Newman was removed from the C&LD Committee, effective as of November 12, 2025, and continued to serve as Chair of the Audit Committee and as a member of the HS&E Committee.
Ms. O'Brien was appointed to the C&LD Committee and the Nominating and Governance Committee, effective upon her appointment as of September 2, 2025.
Mr. Roberts was appointed to the C&LD Committee and the HS&E Committee, effective upon his appointment as of September 2, 2025.
Mr. Bird was appointed to the Audit Committee and the HS&E Committee, effective upon his appointment as of January 1, 2026.
The Board exercises oversight with respect to environmental, social and governance matters including (i) ensuring that the Nominating and Governance Committee conducts a periodic assessment of these categories to confirm they are appropriately captured within the chartered responsibilities of applicable Committees; (ii) a periodic assessment of these matters escalated by applicable Committees, from time to time, for full Board oversight; and (iii) a periodic evaluation of applicable enterprise risk management considerations. Each Committee plays an important role in assisting the Board with its oversight responsibilities of environmental, social and governance matters. The following graphic shows the applicable responsibilities assigned to each Committee.
Environmental
Social
Governance
Committee
HS&E
and Process Safety
Regulatory
Climate
Corp Social Resp. & Sustain.
Employee Engagement and Inclusion
Human Capital Management
Leadership Dev
Executive Succession Planning
Gov't Rel.
Cyber/ AI
ERM
ESG
Metrics
Business Conduct Incident Reviews
Board Composition
HS&E
C&LD
Audit
Nom & Gov
The Board and each of its Committees regularly evaluate their processes, agendas, meeting materials, continuing education and responsibilities in order to ensure that relevant governance and oversight functions are properly designed and administered, and reflect best practices. In addition, the Chair of the Nominating and Governance Committee oversees a formal annual Board and Committee self-evaluation process, including holding one-on-one meetings with each director. The results of this self-evaluation process are reviewed by the Nominating and Governance Committee as well as by each Committee Chair, and summarized for the full Board to discuss during a dedicated session where a facilitated discussion seeks to comprehensively reflect on the results. Based on the evaluation process in 2025, the Board and Committees implemented certain changes to meeting schedules, agendas, as well as meeting materials, and determined to continue individual meetings with the CEO to support and drive continuous improvement of the Board's effectiveness, oversight responsibilities and governance. In addition, the Nominating and Governance Committee commenced a director search in 2025 and identified director candidates with complementary experience, qualifications, skills and attributes to guide the Company, support director succession planning and Board refreshment, and effectively contribute to the Board, which resulted in the appointment of Ms. O'Brien and Mr. Roberts in September 2025 and Mr. Bird in January 2026.
The Audit Committee seeks to ensure the exercise of appropriate professional skepticism by the independent accountants by reviewing and discussing, among other things, management and auditor reports regarding significant estimates and judgments and the results of peer quality review and PCAOB inspections of the independent accountants. The Audit Committee also reviews and pre-approves all audit and non-audit services provided to AdvanSix by the independent accountants in order to determine that such services would not adversely impact auditor independence and objectivity. At each in-person meeting, the Audit Committee also holds an executive session as well as separate private sessions with representatives of our independent accountants, our Chief Financial Officer, our General Counsel, our Controller, and our Internal Audit Director.
The Audit Committee approved the engagement of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2026.
The C&LD Committee has sole authority to retain a compensation consultant to assist the C&LD Committee in the evaluation of director, CEO and senior management compensation, but only after considering all factors relevant to the consultant's independence from management. In addition, the C&LD Committee is directly responsible for approving the consultant's compensation, evaluating its performance, and terminating its engagement. Under the C&LD Committee's established policy, its consultant cannot provide any other services to AdvanSix. In September 2024, the C&LD Committee retained Farient Advisors, LLC ("Farient") as its independent compensation consultant.
The C&LD Committee regularly reviews the services provided by its compensation consultant and performs an annual assessment to determine whether the compensation consultant is independent. The C&LD Committee and its advisors annually conduct a specific review of the relationship with Farient in advance of their engagement for the upcoming year. As a result of this review, the C&LD Committee determined that Farient was independent in providing AdvanSix with executive compensation consulting services and that Farient's work for the C&LD Committee did not raise any conflicts of interest, consistent with SEC rules and NYSE listing standards.
In making this determination, the C&LD Committee reviewed information provided by its compensation consulting firm on the following factors:
any other services provided to AdvanSix by the consulting firm;
fees received by the consulting firm from AdvanSix as a percentage of the consulting firm's total revenue;
policies or procedures maintained by the consulting firm to prevent a conflict of interest;
any business or personal relationship between the individual consultants assigned to the AdvanSix relationship and any C&LD Committee member;
any business or personal relationship between the individual consultants assigned to the AdvanSix relationship, or the consulting firm itself, and AdvanSix's executive officers; and
any AdvanSix stock owned by the consulting firm or the individual consultants assigned to the AdvanSix relationship.
In particular, the C&LD Committee noted that Farient's services were limited to executive and non-employee director compensation consulting. Specifically, Farient did not provide, nor has it provided, directly or indirectly through affiliates, any non-executive compensation services. The C&LD Committee will continue to monitor the independence of its compensation consultant on a periodic basis.
The C&LD Committee's independent compensation consultant compiles information and provides advice regarding the components and mix (short-term/long-term; fixed/variable; cash/equity) of the executive compensation programs of AdvanSix and its Compensation Peer Group (see pages 26-27 of this proxy statement for further detail regarding the Compensation Peer Group) and analyzes the relative performance of AdvanSix and the Compensation Peer Group with respect to stock performance and the financial metrics generally used in the programs. Our independent compensation consultant also provides information regarding emerging trends and best practices in executive compensation. While the C&LD Committee reviews information provided by our independent compensation consultant regarding compensation paid by the Compensation Peer Group as a general indicator of relevant market conditions, the C&LD Committee does not target a specific competitive position relative to the market in making its compensation determination. Our independent compensation consultant reports to the C&LD Committee Chair, has direct access to C&LD Committee members, and attends C&LD Committee meetings either in person or by remote communication.
Compensation Input from Senior Management
The C&LD Committee considers input from senior management in making determinations regarding the overall executive compensation program and the individual compensation of the executive officers. As part of AdvanSix's annual planning process, the CEO and CFO develop targets for AdvanSix's incentive compensation programs and present them to the C&LD Committee and its independent compensation consultant. These targets are reviewed by the C&LD Committee and its independent compensation consultant to ensure alignment with our longer-term strategic and annual operating plans, taking into account the targeted year-over-year and multi-year improvements as well as identified opportunities and risks. The CEO recommends base salary adjustments and cash and equity incentive award levels for AdvanSix's other executive officers, but does not provide recommendations on her own compensation. The CEO regularly presents to the C&LD Committee her evaluation of each executive officer's contribution and performance, strengths and development needs and actions to support recommendations. The CEO's recommendations are based on performance appraisals (including an assessment of the achievement of pre-established financial and non-financial management objectives determined by the C&LD Committee with input from the full Board) together with a review of supplemental performance measures and prior compensation levels relative to performance.
Policy and Practices Regarding Equity Awards
AdvanSix's policy with respect to its annual equity awards for all eligible employees, including the NEOs, is to grant the awards and set the grant price, which is used to calculate the number of shares covered by awards, at the C&LD Committee's regularly scheduled February meeting each year, which typically falls within an open trading window. Off-cycle grants during the year, such as for a hiring or promotion, are typically approved by the CEO pursuant to a delegation of authority granted by the C&LD Committee at its regularly scheduled meeting in February each year, with the exception of off-cycle grants made to executive officers, whose awards are approved by the C&LD Committee. Off-cycle grants are typically granted during open windows or, in the case of sign-on grants, on or around an employee's start date. The Company does not currently have a practice of granting stock options to its employees, and we have not granted stock options to our NEOs since 2023. The C&LD Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Compensation and Leadership Development Committee Interlocks and Insider Participation
During fiscal year 2025, all members of the C&LD Committee were independent directors, and no member was an employee or former employee of AdvanSix. No Committee member had any relationship requiring disclosure under "Policy and Procedures Governing Related Party Transactions" on page 16 of this proxy statement. During fiscal year 2025, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the C&LD Committee.
While senior management has primary responsibility for managing risk, the Board, as a whole, has responsibility for risk oversight, while the relevant Committees review specific risk areas and report to the full Board as appropriate. The Board exercises its oversight through periodic management updates on the financial and operating results of AdvanSix, including its annual operating plans and strategic planning, and provides input to management with respect to ordinary course, business and commercial operating risks as well as related prospective risks. In addition, management reports to the Board and each Committee periodically on specific, material risks as they arise or as requested by individual Board members.
On a periodic basis, management reports to each of the Committees and the full Board, as applicable, on its Enterprise Risk Management ("ERM") program. These presentations are designed to provide the Committees and full Board with adequate visibility into business risks and enable the Board to effectively exercise its oversight function. Through its ERM program, management identifies the most significant risks facing the Company and ensures that, where possible, it deploys adequate risk mitigation strategies. The Board and Committees provide oversight and guidance to management to ensure that the ERM process appropriately identifies the risks facing AdvanSix and its operations, and that adequate risk mitigation steps are implemented where appropriate. In addition, the Board and each Committee work collaboratively with management to ensure that updates regarding such key risks are provided on a regular basis to support continuous oversight and assessment.
The specific risk areas of focus for the Board and each of its Committees are summarized below. In addition, each Committee meets in executive session as well as in separate private sessions with key management personnel and representatives of outside advisors. For example, the Internal Audit Director regularly meets in private sessions with the Audit Committee. In addition, the HS&E Senior Director regularly meets in private sessions with the HS&E Committee.
Board/Committee Primary Areas of Risk Oversight
Full Board • Strategic and commercial execution such as strategic planning and implementation, capital deployment, M&A, technology and innovation, and any slowdown in economic growth
Plant outages, supply chain and logistical disruptions, raw material price inflation, labor relations, customer demand, and competitive risk including the use of artificial intelligence
Capital structure and allocation, and development of financial policy including liquidity and debt management
CEO succession planning
Catastrophic events such as acts of terrorism, pandemics, natural disasters and plant accidents
Audit Committee • Accounting controls and financial disclosure
Cybersecurity, including IT infrastructure, protection of customer and employee data, trade secrets and other proprietary information, ensuring the security of data, persistent threats and cyber risks including through the use of artificial intelligence
Tax and liquidity management, financial, solvency, capital structure and credit risks
Board/Committee Primary Areas of Risk Oversight
Employee pension and saving plans
Employee misconduct related to books, records and financial controls Nominating and Governance • Code of Conduct and Board Code of Ethics compliance
Committee • Litigation, labor issues, intellectual property infringement, regulatory issues such as Foreign Corrupt Practices Act ("FCPA"), and product liability
Compliance matters associated with import/export and FCPA
Corporate social responsibility and sustainability matters
Governance practices associated with ESG matters including that applicable Committees and/or the Board are chartered with appropriate oversight and responsibilities as needed
Impact of public policy and government affairs
Potential conflicts of interest and related party transactions
Compensation and Leadership Development Committee
Health, Safety and Environmental Committee
Development and administration of executive and director compensation plans, programs and arrangements
Performance, development and retention of senior management
Employee engagement and inclusion
Executive succession planning
Regulatory compliance and management of HS&E matters
Effectiveness of HS&E management systems, reporting processes and systems of internal controls
Occupational process safety and environmental reporting
Our Corporate Governance Guidelines state that a majority of our directors must be considered independent under relevant NYSE and SEC guidelines. The Nominating and Governance Committee conducts an annual review of the independence of the directors and reports its findings to the full Board.
Based on the report and recommendation of the Nominating and Governance Committee, the Board has determined that all of our non-employee directors are independent and satisfy the independence criteria in the applicable NYSE listing standards and SEC rules. In addition, the Board determined that each director who served during 2025, and who is intended to serve in 2026, on the Audit Committee and/or C&LD Committee satisfies the enhanced independence criteria associated with their membership on the Audit Committee and C&LD Committee, as applicable.
For a director to be considered independent, the Board must determine that the director does not have any material relationships with AdvanSix, either directly or indirectly through a family member or as a partner, member, principal or officer of an organization that has a relationship with AdvanSix, other than as a director and stockholder. Material relationships can include vendor, supplier, consulting, legal, banking, accounting, charitable and family relationships, among others.
The Board considered all relevant facts and circumstances in making its independence determinations, including the following:
No non-employee director receives any direct compensation from AdvanSix other than under the director compensation program described on pages 14-16 of this proxy statement.
No immediate family member (within the meaning of the NYSE listing standards) of any non-employee director is an employee of AdvanSix or otherwise receives direct compensation from AdvanSix.
No non-employee director is affiliated with AdvanSix or any of its subsidiaries or affiliates.
No non-employee director is an employee of AdvanSix's independent accountants and no non-employee director (or any of their respective immediate family members) is a current partner of AdvanSix's independent accountants, or was within the last three years, a partner or employee of AdvanSix's independent accountants and personally worked on AdvanSix's audit.
No non-employee director is a member, partner, or principal of any law firm, accounting firm or investment banking firm that receives any consulting, advisory or other fees from AdvanSix.
No AdvanSix executive officer is on the compensation committee of the board of directors of a company that employs any of our non-employee directors (or any of their respective immediate family members) as an executive officer.
No non-employee director (or any of their respective immediate family members) is indebted to AdvanSix, nor is AdvanSix indebted to any non-employee director (or any of their respective immediate family members).
No non-employee director serves as an executive officer of a charitable or other tax-exempt organization that receives contributions from AdvanSix.
The above information was derived from AdvanSix's books and records and responses to questionnaires completed by the directors in connection with the preparation of this proxy statement. Based on our review of these materials, none of our non-employee directors had or has any relationship with AdvanSix other than as a director.
The Nominating and Governance Committee consists entirely of independent directors under applicable SEC rules and NYSE listing standards. The Committee seeks individuals qualified to become directors, evaluates the qualifications of individuals suggested or nominated by third parties, including stockholders, and recommends to the Board the nominees to be proposed by AdvanSix for election to the Board. The Committee's responsibilities include consideration of director candidates in anticipation of upcoming director elections and in connection with filling Board vacancies.
The Committee intends to take into consideration criteria established by the Board as set forth in the Company's Corporate Governance Guidelines or established by the Committee in the Policy Statement Regarding Director Nominations and Stockholder Communications. In advance of, and at the time of, recommending candidates to the Board, the Committee shall inform the Board of the criteria used in making the recommendation.
The Committee annually reviews with the Board the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole. This assessment includes a consideration of independence, variety of backgrounds and experiences, age, skills, and industry experience in the context of the needs of the Board and the Company, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Directors are expected to exemplify the highest standards of personal and professional integrity. In particular, the Committee seeks directors with established strong professional reputations and expertise in areas relevant to the strategy and operations of AdvanSix's businesses. While AdvanSix's Corporate Governance Guidelines do not prescribe a diversity policy or standards, as a matter of practice, the Guidelines do prescribe that the Committee will give consideration to diversity when evaluating the composition of the Board and the nomination of director candidates. Directors are expected to challenge management constructively through active participation and questioning. The Nominating and Governance Committee is committed to enhancing both the diversity of experience of the Board itself and the variety of perspectives in Board and Committee meetings.
The Committee conducts regular reviews of current directors in light of the considerations described above and past contributions to the Board.
Stockholders wishing to recommend a director candidate to the Nominating and Governance Committee for its consideration should write to the Committee, in care of Corporate Secretary, AdvanSix Inc., 300 Kimball Drive, Suite 101, Parsippany, New Jersey 07054. To receive meaningful consideration, a recommendation should include the candidate's name, biographical data, and a description of her or his qualifications in light of the above criteria, and the Committee reserves its right to request additional information regarding such candidate in its discretion. Stockholders wishing to nominate a director should follow the procedures set forth in the Company's Bylaws, the Policy Statement regarding Director Nominations and Stockholder Communications, and as described under "Other Information-Director Nominations" in this proxy statement.
At AdvanSix, we strive for an inclusive work environment that fosters respect for all our coworkers, customers, suppliers and business partners. We value the various backgrounds, experiences, and ideas of our directors, employees, contractors, and other stakeholders. We strive to represent the communities in which we operate, celebrate our differences, inspire belonging, and are tenacious in our pursuit of bringing out the best in people both individually and collectively.
Our Code of Conduct outlines our commitment to provide employees a workplace that is free from discrimination, harassment or personal behavior not conducive to a productive and inclusive work climate. We believe it is important that each employee feels a sense of belonging and is valued as part of the organizational culture we are cultivating, and we feel it is important that each employee sees a variety of backgrounds and experiences across our AdvanSix team.
We created a program in 2022 for inclusive leadership, ensuring our leaders understand and have the tools to create an inclusive environment where all can thrive. Our third inclusive leadership cohort kicked off a full year of experiential learning commencing in 2024 and concluding in 2025.
AdvanSix also seeks to improve gender equality in the manufacturing industry, starting with supporting science, technology, engineering and math (STEM) education and work in related fields. Supporting Women in Manufacturing (SWiM), an AdvanSix Employee Resource Group, was formed in 2019 with the goal of promoting women in manufacturing, female leadership and growth in STEM-related fields. SWiM seeks to raise awareness on these matters through programs, events and discussions, including networking, professional
development, outreach, volunteering and internal programs highlighting leadership and career paths in multiple disciplines. AdvanSix is committed to pay equity for its employees and regularly performs reviews of its compensation practices to evaluate and maintain pay equity in several respects, including by gender, ethnicity and race.
At a national level, AdvanSix continues its participation as a patron level supporter of the American Institute of Chemical Engineers' ("AIChE") "Doing a World of Good" initiative that actively supports five high priority pillars within the chemical engineering field that align closely with our sustainability and environmental, social and governance priorities including engagement and inclusion. In addition, AdvanSix supports the Future of STEM Scholars Initiative ("FOSSI"), a national, industry-wide program which provides scholarships to students pursuing STEM degrees at Historically Black Colleges and Universities ("HBCUs") and connections to internships, leadership development and mentoring opportunities. In 2025, we offered summer internships to our FOSSI scholars and two of our FOSSI graduates joined AdvanSix as full-time employees.
All new directors participate in a comprehensive director onboarding and orientation program, including presentations by senior management to familiarize new directors with the Company's strategic and operating plans, its financial and accounting practices, its key risk management topics, its compliance programs, its Code of Conduct and the Board Code of Ethics, its principal officers, its internal auditors and its independent accountants. The directors receive materials or briefing sessions before each Board and Committee meeting. Between meetings, the directors are in frequent communication with the executive management of the Company on matters relating to critical aspects of the Company's business. The Board also regularly participates in site visits, plant tours and training at AdvanSix's facilities, as well as informational presentations regarding industry developments and various aspects of the Company's business and operations. Members of the Board may attend, at the Company's expense, seminars, conferences and other continuing education programs designed for directors of public companies.
AdvanSix encourages director attendance at its Annual Meeting of Stockholders, and it is expected that each of our directors will attend absent extenuating circumstances. Generally, Board and Committee meetings are held immediately following the Annual Meeting of Stockholders. All of our directors attended our 2025 Annual Meeting of Stockholders and all of our director nominees are expected to attend the 2026 Annual Meeting of Stockholders.
The C&LD Committee reviews and makes recommendations to the Board regarding the form and amount of compensation for non-employee directors. Directors who are employees of AdvanSix receive no compensation for service on the Board. AdvanSix's director compensation program is designed to enable continued attraction and retention of highly qualified directors and is designed to account for the time, effort, expertise and accountability required for active Board membership.
In general, the C&LD Committee and the Board believe that annual compensation for non-employee directors should consist of both a cash component, designed to compensate members for their service on the Board and its Committees, and an equity component, designed to align the interests of directors and stockholders and, by vesting over time, to create an incentive for continued service on the Board. The compensation program was approved by our Board upon the recommendation of our C&LD Committee, in consultation with its independent compensation consultant, who conducted a comprehensive review of peer group and market data in order to assess total director compensation, consisting of cash retainer fees and annual equity awards, and to align the elements of our director compensation program with our peer group, including the recommended mix of approximately half of total compensation in equity.
Our independent compensation consultant was engaged to conduct a competitive review of our director compensation program for 2025 and determined that cash compensation was aligned with the median of the peer group, but was slightly below the median for the equity compensation component. Our consultant proposed adjustments for the C&LD Committee's consideration in order to align with the median for such annual equity grant. For 2025, upon the recommendation of our C&LD Committee, in consultation with its independent compensation consultant and based on a comprehensive review of peer group and market data, our Board approved an increase to the annual equity grant from $105,000 to $120,000.
The 2016 Stock Incentive Plan of AdvanSix Inc. and its Affiliates, as Amended and Restated, or the 2016 Stock Incentive Plan, includes an annual limit of $750,000 on each director's total compensation, including both cash and equity components.
For 2025, non-employee directors received $90,000 as an annual cash retainer for their service on the Board, and they received additional retainers for the following roles:
The Independent Chair of the Board received $100,000;
The Chair of the Audit Committee received $20,000;
The Chair of the C&LD Committee received $15,000;
The Chair of the HS&E Committee received $15,000; and
The Chair of the Nominating and Governance Committee received $15,000.
All directors are also reimbursed for reasonable travel, lodging and related expenses incurred in attending Board meetings.
Each non-employee director is eligible for an annual equity grant in the form of full-value stock awards. For 2025, each non-employee director was granted an award in the form of RSUs with a grant date fair value of approximately $120,000. These annual stock grants are awarded following each Annual Meeting of Stockholders and vest one year from the date of grant.
In September 2017, the Board, upon the recommendation of the C&LD Committee, adopted the AdvanSix Inc. Deferred Compensation Plan (the "DCP"), effective January 1, 2018. The DCP is a nonqualified deferred compensation plan under which our directors may elect to defer up to a maximum of 100% of their cash retainer fees. Company contributions may not be made to the accounts of non-employee directors. Until a director meets her or his stock ownership requirements, as described below under "Stock Ownership Guidelines," the only investment option available to a director who elects to participate is the AdvanSix stock unit fund. After satisfaction of the stock ownership requirements, a director may elect to allocate her or his deferrals to any investment option under the DCP. Any deferrals under the AdvanSix stock unit fund are irrevocably allocated to such fund. Any dividends applicable to deferrals under the AdvanSix stock unit fund are credited in the form of additional stock units. Under the DCP, each director's account will be payable in lump sum or installments upon a scheduled distribution date or the participant's separation from service or death in accordance with the director's elections, the terms of the DCP and subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Distributions will be made in cash, with the exception of amounts held in the AdvanSix stock unit fund which will be distributed in shares of Company common stock, par value $0.01 per share ("Common Stock"). Deferrals by directors to the AdvanSix stock unit fund are reported as Other Stock-Based Holdings in the Stock Ownership Information table on page 17.
Director stock ownership guidelines have been adopted under which each non-employee director, while serving as a director of AdvanSix, must hold Common Stock (including restricted shares, RSUs, holdings in the Company stock unit fund under the DCP, and/ or Common Stock equivalents) with a market value of at least five times the annual base cash retainer (or $450,000 in 2025). Until a director has met the applicable ownership requirement, he or she is required to hold 100% of the shares (net of taxes) received upon the vesting of RSUs. As of April 1, 2026, all directors, other than Mr. Bird, Dr. Lovett, Mr. Newman, Ms. O'Brien, and Mr. Roberts, have attained the prescribed ownership threshold. Directors have five years from appointment or election to the Board to attain the prescribed ownership threshold and each of Mr. Bird, Dr. Lovett, Mr. Newman, Ms. O'Brien, and Mr. Roberts are within this five-year period.
Fees Earned or Paid in Cash
Stock Awards
All Other Compensation
Total
Director Name
($)(1)
($)(2)(3)
($)
($)
Farha Aslam
$42,033
$-
-
$42,033
Darrell K. Hughes
$42,033
$-
-
$42,033
Todd D. Karran
$190,000
$119,978
-
$309,978
Gena C. Lovett, Ph.D.
$105,000
$119,978
-
$224,978
Donald Newman
$100,714
$119,978
-
$220,692
Dana O'Brien
$29,593
$-
-
$29,593
Daryl Roberts
$29,593
$-
-
$29,593
Daniel F. Sansone
$99,286
$119,978
-
$219,264
Sharon S. Spurlin
$105,000
$119,978
-
$224,978
Patrick Williams
$105,000
$119,978
-
$224,978
Includes all fees earned in 2025, whether paid in cash or deferred under the DCP (including amounts held in the AdvanSix stock unit fund and any other investment option under the DCP).
The amounts set forth in this column represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. Stock awards of 5,020 RSUs were made to each non-employee director on June 18, 2025 with a value of $23.90 per share, which vest in full on June 18, 2026. A more detailed discussion of assumptions used in the valuation of stock awards made in fiscal year 2025 may be found in Note 14 of the Notes to Consolidated Financial Statements in the Company's Form 10-K for the fiscal year ended December 31, 2025 ("2025 Form 10-K").
The table below reflects each director's outstanding RSUs granted under our 2016 Stock Incentive Plan, all of which were unvested at December 31, 2025. All of our current directors, other than Mr. Bird, Dr. Lovett, Ms. O'Brien and Mr. Roberts, also hold amounts in the AdvanSix stock unit fund under the DCP.
Director Name
Outstanding RSUs at 12/31/25
Farha Aslam
-
Darrell K. Hughes
-
Todd D. Karran
5,020
Gena C. Lovett, Ph.D.
5,020
Donald Newman
5,020
Dana O'Brien
-
Daryl Roberts
-
Daniel F. Sansone
5,020
Sharon S. Spurlin
5,020
Patrick Williams
5,020
Policy and Procedures Governing Related Party Transactions
Our Board adopted a written policy regarding the review and approval of related party transactions. This policy provides that our Nominating and Governance Committee reviews in advance each of AdvanSix's transactions involving an amount exceeding $100,000 and in which any "related person" will have a direct or indirect material interest. In general, "related persons" are our directors, director nominees, executive officers and stockholders beneficially owning more than 5% of our outstanding Common Stock and immediate family members or certain affiliated entities of any of the foregoing persons. Our Nominating and Governance Committee will approve only those transactions that are fair and reasonable to AdvanSix and in our, and our stockholders', best interests. The Nominating and Governance Committee has delegated to its Chair the authority to review and approve any related person transaction in which the aggregate amount involved is expected to be less than $500,000, unless the Chair is directly or indirectly involved in such transaction, in which case such authority shall be delegated to another Nominating and Governance Committee member. The Committee Chair's decision with respect to any such related person transaction shall be reported to the full Nominating and Governance Committee at its next scheduled meeting.
Since January 1, 2025, the Company has not been a participant in any related party transaction requiring disclosure under SEC rules.
STOCK OWNERSHIP INFORMATION
The following table provides information regarding the beneficial ownership of our Common Stock by the following:
each stockholder who beneficially owns more than 5% of our outstanding Common Stock;
each of our directors;
each of our named executive officers listed in our Summary Compensation Table; and
all of our directors and executive officers as a group.
Except as otherwise noted below, we based the share amounts on each person or entity's beneficial ownership of our Common Stock as of April 1, 2026. Except as otherwise noted in the footnotes below, each person or entity identified in the table has sole voting and investment power with respect to the securities held. The percentage values are based on 26,959,036 shares of our Common Stock outstanding as of April 1, 2026. The address for each director and executive officer of AdvanSix is 300 Kimball Drive, Suite 101, Parsippany, New Jersey 07054.
Name
Amount and Nature of Beneficial Ownership
Percentage of Class
Directors and Named Executive Officers:
Common Stock (1)
Other Stock-Based Holdings (2)
Jeffrey J. Bird
-
-
*
Christopher Gramm
79,269
-
*
Erin N. Kane
905,882
-
3.4%
Todd D. Karran
48,803
32,745
*
Achilles B. Kintiroglou
66,246
-
*
Gena C. Lovett, Ph.D.
10,291
-
*
Siddharth Manjeshwar
-
-
*
Donald P. Newman
5,030
5,208
*
Dana O'Brien
-
-
*
Daryl Roberts
-
-
*
Daniel F. Sansone(3)
59,813
3,443
*
Kelly Slieter
52,769
-
*
Sharon S. Spurlin
57,140
13,797
*
Patrick S. Williams
21,765
9,659
*
All directors and executive officers as a group (13 persons)
1,353,464
64,852
5.0%
Principal Stockholders:
BlackRock, Inc. (4)
50 Hudson Yards New York, NY 10001
1,919,001
7.1%
The Vanguard Group, Inc. (5)
100 Vanguard Boulevard
Malvern, PA 19355
1,706,709
6.3%
* Represents beneficial ownership of less than one percent of the outstanding Common Stock.
Reflects shares of Common Stock held directly or indirectly by the named individual, as well as shares which the named individual has the right to acquire through the exercise of vested stock options as follows: Ms. Kane 463,340, Mr. Kintiroglou 58,725, Mr. Manjeshwar 0, Ms. Slieter 21,066, and Mr. Gramm 40,500.
Reflects share-equivalents in deferred accounts under our Deferred Compensation Plan, as to which no voting or investment power exists. These share equivalents are not included for purposes of determining the "Percentage of Class."
Common Stock total reflects 31,479 shares held indirectly by Mr. Sansone's spouse. Mr. Sansone will be retiring as a director effective as of the 2026 Annual Meeting of Stockholders.
Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on April 24, 2026. BlackRock, Inc. has sole voting power in respect of 1,891,978 shares and sole dispositive power in respect of 1,919,001 shares.
Based on a Schedule 13G/A filed by the Vanguard Group, Inc. ("TVG") with the SEC on January 30, 2026, TVG reported shared dispositive power in respect of 1,706,709 shares and shared voting power in respect of 280,687 shares. On March 26, 2026, TVG further amended its Schedule 13G/ A to disclose that, as a result of an internal realignment, it is no longer deemed to beneficially own shares held by various of its subsidiaries and divisions, and, accordingly, it no longer beneficially owns our common stock, and going forward, subsidiaries and divisions of TVG will report beneficial ownership separately on a disaggregated basis.
SEC FILINGS AND SECTION 16(a) REPORTS
Availability of AdvanSix SEC Filings
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, are available free of charge on our website at https://www.AdvanSix.com under the heading "Investors" (see "SEC Filings") immediately after they are filed with or furnished to the SEC.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership of our Common Stock with the SEC. Based on the information available to us during fiscal year 2025, we believe that all applicable Section 16(a) filing requirements were met on a timely basis.
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY
At AdvanSix, a key priority has been, and will continue to be, ensuring safe, stable and sustainable operations through best-in-class performance and adherence to our core values of Safety, Accountability, Integrity and Respect. We believe that our legacy and continued commitment to operational excellence, including process safety and commitment to ACC Responsible Care® principles, have served to establish a solid foundation for our corporate social responsibility ("CSR") and sustainability programs. By integrating health, safety, environmental and sustainability considerations into all aspects of our business, we strive to protect our team and the environment, achieve sustainable growth and accelerated productivity, and drive compliance with all applicable regulations.
On at least a quarterly basis, management provides an update to the Nominating and Governance Committee of the Board, which oversees our policies and programs relating to corporate social responsibility matters. For information regarding Board Committee oversight of key environmental, social and governance matters, please see above under "Corporate Governance - Board Committees - Board Committee Oversight of Environmental, Social and Governance Matters."
AdvanSix continuously strives to build on its legacy and commitment to a sustainable future by weaving sustainability into its core business culture and values with a focus on transparency, accountability and innovation across the organization.
This commitment propelled the Company's progress and achievements which included, among others:
2025 Gold Rating for CSR by EcoVadis, an independent CSR assessment agency which includes evaluations in the areas of Environment, Labor & Human Rights, Ethics, and Sustainable Procurement. AdvanSix's company rating was in the top three percent of all companies assessed.
We maintained our commitment as a Member of Together for Sustainability ("TfS"), a global, procurement-driven initiative based on the United Nations Global Compact and Responsible Care® principles that delivers a comprehensive framework with robust tools to assess the sustainability performance of chemical companies and their suppliers. TfS delivers a global standard for ESG performance of chemical supply chains by allowing member companies to assess the environmental, labor & human rights, ethical and sustainable procurement performance of their suppliers and track measurable improvements of their suppliers' as well as their own sustainability performance.
We also continued to align initiatives consistent with our commitment to the UN Global Compact, undertaking efforts to implement universal sustainability principles with respect to our business practices.
Responsible Care
AdvanSix is a proud member of the American Chemistry Council ("ACC") and, as an ACC Responsible Care® company, has a sharp focus on safety and advancing a sustainable enterprise, supported by approximately 1,410 dedicated employees. Since 1988, Responsible Care® has helped ACC member and partner companies improve the health and safety of employees, the communities in which they operate, and the environment. We engage in open and honest dialogue with our key stakeholders including employees, investors, business partners, public authorities and communities to discuss their concerns, present our actions and communicate results.
We adhere to the Responsible Care® Guiding Principles, which encourage:
Ethical leadership
Product safety
A culture which reduces and manages process safety risk
Reduction of pollution and waste
Continuous improvement in environmental, health, safety and security performance
All AdvanSix sites, including our manufacturing locations in Frankford, PA, Hopewell, VA, Chesterfield, VA, Bucks, AL, and Portsmouth, VA, as well as our corporate headquarters, are RC14001® Certified. We are committed to managing our operations in a safe, secure and sustainable manner in accordance with the Responsible Care® Guiding Principles. This includes our commitment to: safety as a core value, compliance, protection of our environment, engagement with our stakeholders, continuous improvement of the performance of our products and processes, and implementation of processes to assure adherence.
AdvanSix's Integrity and Compliance Program
AdvanSix's Integrity and Compliance program reflects our core values and helps our employees, representatives, contractors, consultants, and suppliers meet a high standard of business conduct globally. At the core of the Integrity and Compliance program is the AdvanSix Code of Conduct that applies across the Company to all directors, officers (including the Chief Executive Officer, Chief Financial Officer and Controller) and employees. The Code of Conduct serves as a set of baseline requirements that enables employees to recognize and be aware of how to report compliance, integrity, and legal issues. It also outlines our organization's pledge to operate in a safe, ethical and compliant manner, promote a positive workplace, respect each employee, promote development through education and training that broadens work-related skills, and value a variety of perspectives and ideas. The Code of Conduct provides guidance and outlines expectations in a number of key integrity and compliance areas, including the prohibition of sexual or other forms of harassment, avoiding conflicts of interest, our commitment to health, safety and environmental matters, maintaining accurate books and records, anti-corruption and proper business practices, trade compliance, insider trading, data privacy, respect for human rights, and the appropriate use of information technology and social media. One of the hallmarks of a successful enterprise is a transparent culture of integrity and compliance, as well as a commitment to health, safety and environmental matters. Operating with integrity enhances our ability to operate safely, sustain the credibility of our brand, maintain a strong reputation, and build a track record of growth and performance.
All AdvanSix employees are required to participate in Code of Conduct training and certify on an annual basis that they comply with the Code of Conduct. In addition, directors and executive officers certify, on an annual basis, their recognition of the Code of Conduct and their commitment to act in accordance with its requirements. In connection with our quarterly and annual SEC reporting, certain key members of management similarly certify as to their compliance with the Code of Conduct as well as confirmation of their responsibility to report suspected violations of law, Company policy and the Code of Conduct. In addition to the Code of Conduct, our Integrity and Compliance program provides comprehensive training on a periodic basis, or more frequently, as needed, regarding key compliance topics, develops training scenarios, provides mechanisms for employees and third parties to report concerns, and ensures timely and fair reviews of integrity and compliance concerns. This includes annual training regarding our Anticorruption and FCPA policy, our Insider Trading Policy, our Acceptable Use Policy and our Cybersecurity Policies.
Our Sustainability Report and more information about our corporate social responsibility and sustainability initiatives can be
found on our Sustainability website at https://www.advansix.com/about/manufacturing-sites/sustainability/. Information contained on our website is not incorporated into this Proxy Statement.
STOCKHOLDER OUTREACH AND ENGAGEMENT
It is critical that we understand the issues that are important to our stockholders and address, as appropriate, their interests in a meaningful and effective manner. As a result, we engage with our stockholders on a regular basis to discuss a range of topics including our performance, risk management, executive compensation, and corporate governance. Continuous dialogue and engagement with our stockholders helps us understand how they view us, set goals and expectations for our performance, and identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach includes investor meetings and conferences, as well as analyst meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases, our website as well as our conference calls for our quarterly earnings releases. Our CEO, CFO, VP of Investor Relations and Treasurer, and other members of management meet periodically with investors to discuss the Company and its financial and business performance.
In addition, we conduct comprehensive governance and compensation outreach efforts with stockholders representing nearly 70% of our shares outstanding to provide updates regarding our business, our compensation philosophy and governance framework. From these outreach efforts, as well as meetings held with stockholders, we received positive feedback regarding our governance and compensation regime and our willingness to engage with our stockholders on issues that are important to them. We continue these efforts in connection with our Annual Meeting as well as throughout the remainder of the year. Our executive compensation program received substantial support and was approved, on an advisory basis, by approximately 98% of votes cast at our 2025 Annual Meeting of Stockholders. We believe that this level of approval is indicative of our stockholders' strong support of our executive compensation program, philosophy and goals and the decisions made with respect to the structure of our executive compensation program and the compensation of our NEOs.
As a result of our stockholder engagement efforts, our Board and stockholders approved at our 2019 Annual Meeting of Stockholders an amendment to our Certificate of Incorporation and By-laws to remove the supermajority vote requirement to amend our By-laws. At the 2023 Annual Meeting of Stockholders, the Company's stockholders voted upon and expressed their preference, on an advisory basis, for holding an annual advisory vote on the compensation of the Company's named executive officers. In light of these results, the Board of Directors has determined to hold an annual advisory vote. In addition, at our 2025 Annual Meeting of Stockholders our stockholders approved the 2016 Stock Incentive Plan of AdvanSix Inc. and its Affiliates, as Amended and Restated (effective June 18, 2025).
COMMUNICATING WITH MANAGEMENT AND INVESTOR RELATIONS
Our Investor Relations department is the primary point of contact for stockholder interaction with AdvanSix. Stockholders should write to or call:
Adam Kressel
Vice President, Investor Relations and Treasurer
AdvanSix Inc., 300 Kimball Drive, Suite 101, Parsippany, New Jersey 07054 Phone: +1 (973) 526-1700
Visit our website at https://www.AdvanSix.com
We encourage our stockholders to visit the "Investors" section of our website for more information on our investor relations and corporate governance programs.
PROCESS FOR COMMUNICATING WITH BOARD MEMBERS
Stockholders, as well as other interested parties, may communicate directly with the Board Chair, the non-employee directors as a group, or individual directors by writing to: AdvanSix Inc., c/o Corporate Secretary, 300 Kimball Drive, Suite 101, Parsippany, New Jersey 07054.
AdvanSix's Corporate Secretary reviews and promptly forwards communications to the directors as appropriate. Communications involving substantive accounting or auditing matters are forwarded to the Chair of the Audit Committee. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded such as: business solicitation or advertisements; product or service-related inquiries; junk mail or mass mailings; resumes or other job-related inquiries; spam; and overly hostile, threatening, potentially illegal or similarly unsuitable communications.
EXECUTIVE COMPENSATION
In this Compensation Discussion and Analysis ("CD&A"), we discuss the compensation philosophy, programs and practices adopted by the C&LD Committee for senior executive officers and review the various objectives and elements of AdvanSix's executive compensation program, its alignment with performance and the 2025 compensation decisions regarding our Named Executive Officers ("NEOs"). The Company's executive officers as of December 31, 2025, as determined in accordance with SEC rules, are Ms. Kane, Mr. Gramm, Mr. Kintiroglou and Ms. Slieter.
For purposes of this CD&A and the disclosure that follows, the following are AdvanSix's NEOs for 2025:
Erin N. Kane President and Chief Executive Officer (CEO)
Christopher Gramm* Interim Chief Financial Officer (CFO)
Siddharth Manjeshwar* Former Senior Vice President and Chief Financial Officer (Former CFO)
Achilles B. Kintiroglou Senior Vice President, General Counsel and Corporate Secretary
Kelly Slieter Senior Vice President and Chief Human Resources Officer
*Effective as of July 9, 2025, Mr. Manjeshwar's employment was terminated and Mr. Gramm was appointed as Interim Chief Financial Officer. Effective as of April 27, 2026, Patrick C. Day has been appointed as the Company's Senior Vice President and Chief Financial Officer, and Mr. Gramm has returned to serving as Vice President of Corporate Finance and Strategic Financial Planning and Analysis.
Overview
The Company executed well in 2025 with its focus on optimizing operational and commercial performance to navigate dynamic industry conditions. The Company delivered full year 2025 Adjusted EBITDA1 of $157 million, Adjusted Earnings Per Share1 of $2.28, and positive Free Cash Flow ("FCF")1 of $6 million. While the macro environment in 2025 was challenging, there were a number of notable highlights to recognize:
We successfully executed our planned turnarounds at the low end of our target spend range.
Delivered record annual production across both of our key ammonia and sulfuric acid unit operations.
Invested $116 million in Capex, funding key growth and enterprise initiatives including our SUSTAIN program.
Progressed tax strategies, claiming additional 45Q carbon capture tax credits.
Received the final $26 million settlement proceeds in the first quarter of 2025 related to the 2019 Philadelphia Energy Solutions ("PES") supplier shutdown claim.
Preserved our competitive dividend while maintaining conservative debt leverage levels and ample liquidity.
2025 was a year characterized by continued cyclical trough market conditions for Nylon Solutions, robust Plant Nutrients supply and demand fundamentals amid an increasing input cost environment, and mixed Chemical Intermediates industry conditions with lower acetone net pricing as anticipated. In this environment, we remain focused on controllable levers to support through-cycle profitability and cash conversion. This includes optimizing production output and sales volume mix, driving fixed cost reductions and productivity, maintaining a disciplined approach to cash management and taking a risk-based approach to capital investment and plant turnaround scoping. Our strategic initiatives, unique combination of assets and business model are core to our durable competitive advantage and long-term positioning.
See "Non-GAAP Measures" included in Appendix A for non-GAAP reconciliations.
2025 Financial Results
Summary of Results:
Sales approximately flat versus prior year primarily driven by higher granular ammonium sulfate sales supported by our SUSTAIN program and favorable market-based pricing across our Plant Nutrients and Nylon Solutions product lines.
($ in Thousands)
2025 Sales
2024 Sales
% Change YoY
Nylon
$ 309,678
$ 348,501
-11%
Caprolactam
271,370
276,303
-2%
Plant Nutrients
563,688
458,152
23%
Chemical Intermediates
377,497
434,601
-13%
Total
$ 1,522,233
$ 1,517,557
<1%
Net Income of $49.3 million, an increase of $5.1 million versus 2024
Adjusted EBITDA1 of $156.8 million, an increase of $14.7 million versus 2024
Cash Flow from Operations of $122.9 million, a decrease of $12.6 million versus 2024
Capital Expenditures of $116.4 million, a decrease of $17.3 million versus 2024
FCF1 of $6.4 million, an increase of $4.7 million versus 2024
See "Non-GAAP Measures" included in Appendix A for non-GAAP reconciliations.
Total Stockholder Return
The following graph compares the cumulative total stockholder return on the Company's Common Stock to the total returns on the Standard & Poor's ("S&P") Small Cap 600 Materials Index and our compensation peer group since October 3, 2016, the date that Common Stock began "regular-way" trading on the New York Stock Exchange.
Reflects period from October 3, 2016 through December 31, 2025
Fiscal 2025 Compensation Actions
The following summarizes the key compensation decisions for our NEOs for fiscal 2025:
Base Salary: Based on performance assessments and, in consultation with the independent compensation consultant, a review of peer group data for compensation benchmarking, in February 2025, the C&LD Committee determined that none of the base salaries for Ms. Kane, Mr. Manjeshwar, Mr. Kintiroglou and Ms. Slieter would be increased for 2025. Prior to his appointment as Interim CFO, Mr. Gramm's base salary for 2025 was $340,000. While serving as Interim CFO, Mr. Gramm's base salary was increased by $15,000 per month for an annualized base salary of $520,000.
Short-Term Incentive Awards: Our 2025 short-term incentive compensation program remained generally consistent with our 2024 program, with the exception that (i) the FCF metric (which previously had a 20% weighting under the program) was removed and included as a metric for the long-term incentive program, and the weighting of the Adjusted EBITDA metric was increased from 60% to 80%, and (ii) the payout for threshold performance achievement was increased from 25% to 50% of target award opportunity. The performance metrics under the short-term incentive program adopted in February 2025 were based on Adjusted EBITDA (80% weighting) and Leadership Team Strategic Objectives (20% weighting). The target payout opportunities as a percentage of base salary for all of our NEOs remained unchanged from 2024. Our financial and strategic performance during 2025, as discussed below under "Short-Term Incentive Awards," resulted in achievement of 77% of the target payout opportunity.
Long-Term Incentive Compensation: Our 2025 long-term incentive compensation program remained generally consistent with our 2024 program with the exception that a cumulative FCF performance metric was added in addition to the existing EPS and ROI performance metrics, and the Relative Total Stockholder Return ("rTSR") modifier was increased from 10% to 20%, each as further described below.
In February 2025, our NEOs were granted annual long-term incentive awards. All of our NEOs received 50% of their total annual grant value in PSUs and 50% in RSUs. PSUs vest after the completion of a three-year performance period, and the number of shares earned, if any, will be based on pre-established targets associated with cumulative earnings per share ("EPS"), average return on investment ("ROI") performance and cumulative FCF, each of which is weighted equally at 33.3%. In addition, the program includes an rTSR modifier, pursuant to which the number of shares earned based on our EPS and ROI performance will be: (i) increased by 20% if our Total Stockholder Return ("TSR") performance is above the 75th percentile relative to the S&P Small Cap 600 Materials Index, or (ii) decreased by 20% if our TSR performance is below the 25th percentile relative to the S&P Small Cap 600 Materials Index.
Peer Group: In consultation with the independent compensation consultant, we reviewed our existing peer group to ensure it appropriately reflects comparator companies of similar revenue size and business scope with whom we compete for talent and capital. In June 2025, upon the recommendation of the independent compensation consultant, the C&LD Committee approved
(i) the removal of Trinseo, Mativ Holdings, Tredegar Corp and American Vanguard; and (ii) the addition of Element Solutions Inc., Ashland Inc., Balchem Corporation and Ecovyst, Inc.
Results of our 2025 Advisory Vote on Executive Compensation
Our executive compensation program received substantial support and was approved, on an advisory basis, by approximately 98% of votes cast at our 2025 Annual Meeting of Stockholders. Our C&LD Committee and the other members of our Board believe that this level of approval is indicative of our stockholders' strong support of our executive compensation program, philosophy and goals and the decisions made with respect to the structure of our executive compensation program and the compensation of our NEOs.
Our executive compensation and benefit programs are designed to support the creation of stockholder value through four key objectives:
attract and retain world-class leadership talent
drive performance that creates stockholder value
pay for superior results and sustainable performance
manage risk through oversight and sound management
In setting total compensation to meet these key objectives, we seek to achieve the optimal balance between: (1) fixed and variable (or "at-risk") pay elements; (2) short-term and long-term pay elements; and (3) cash and equity-based elements.
The factors applicable to our NEOs that generally shape our assessment of compensation and help achieve our key objectives include:
(1) compensation history, in total and for each element of compensation; (2) operational and financial performance of AdvanSix; (3) individual future leadership development and potential; (4) our performance relative to the competitive marketplace; (5) individual performance record; (6) relative level of responsibility within AdvanSix and the impact of the NEO's position on Company performance;
(7) trends and best practices in executive compensation; and (8) industry and macroeconomic conditions.
We seek to establish annual and long-term incentive compensation program designs that are reflective of our pay-for-performance culture and adopt performance metrics under our short-term incentive compensation program and for our PSUs which are designed to align with the key elements of our strategy to grow stockholder value.
For a discussion of certain of our C&LD Committee processes and procedures with respect to executive compensation, please see "Board Committee Oversight of Executive Compensation and Outside Compensation Consultant" on page 10.
The following charts illustrate the approximate mix of base salary, short-term incentive awards and long-term incentive awards for our CEO and our other NEOs in 2025, highlighting the performance-driven focus of our executive compensation program which emphasizes at risk, performance-based pay:
The following is a summary of the main elements of our 2025 compensation program, a description of each element and an explanation as to why we pay each element:
Compensation Element
Description
Objectives
Base Salary
Fixed cash compensation; reviewed annually and subject to adjustment
Provide a fixed level of cash compensation to attract and retain our NEOs
Short-Term Cash Incentive Compensation
Annual cash incentive compensation based on performance against annually established Company financial and operational performance goals, as well as strategic objectives
Reward and motivate our NEOs for achieving key short-term performance objectives and strategic priorities
Long-Term Equity Incentive Compensation
Annual equity compensation awards of PSUs (with payout tied to achievement of Company financial and operational goals measured over a 3-year performance period, with an rTSR modifier) and time-based RSUs
Align NEO interests with those of our stockholders by rewarding the creation of longterm stockholder value and encouraging stock ownership; reward and motivate our NEOs for achieving key long-term performance objectives
Health, Welfare and Retirement Benefits
Qualified and non-qualified retirement plans and health care and insurance benefits
Attract and retain NEOs by providing market-competitive benefits
Severance and Change-in-Control Arrangements
Reasonable severance benefits provided upon covered terminations of employment, including following a change in control
Attract and retain high quality talent by providing market-competitive severance protection, thereby encouraging NEOs to direct their attention to stockholders' interests notwithstanding the potential for loss of employment in connection with a change in control
Disclaimer
AdvanSix Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 23:45 UTC.