Achilles Kintiroglou
AdvanSixAbout Achilles Kintiroglou
Achilles B. Kintiroglou is Senior Vice President, General Counsel and Corporate Secretary of AdvanSix; age 46. He has served as AdvanSix’s deputy general counsel since the 2016 spin-off before assuming his current role; prior roles include corporate and securities partner at Day Pitney and corporate/finance associate at Pillsbury Winthrop Shaw Pittman and Pitney Hardin . Company 2024 results provide context for pay-for-performance: Sales $1,517.6M, Net Income $44.1M, Adjusted EBITDA $142.1M, and Free Cash Flow $1.7M . The company’s “pay versus performance” table shows the year-end value of $100 invested since 12/31/2019 at $151.2 for ASIX and $165.34 for the S&P SmallCap 600 Materials sector at 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AdvanSix | Deputy General Counsel | 2016–present (role prior to current SVP) | Built legal function post-spin and supported governance, SEC compliance |
| Day Pitney LLP | Corporate & Securities Partner | Not disclosed | Led transactional and governance advisory, relevant for public company operations |
| Pillsbury Winthrop Shaw Pittman LLP | Corporate & Finance Associate | Not disclosed | Corporate finance and transactions experience |
| Pitney Hardin LLP | Corporate & Finance Associate | Not disclosed | Corporate finance and transactions experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Day Pitney LLP | Partner | Not disclosed | Transactional leadership supporting later in-house counsel leadership |
| Pillsbury Winthrop Shaw Pittman LLP | Associate | Not disclosed | Corporate finance grounding for public company counsel |
| Pitney Hardin LLP | Associate | Not disclosed | Corporate finance grounding for public company counsel |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $421,923 | $449,231 | $474,231 |
| Target Bonus % of Salary | Not disclosed | 60% (raised to 70% in 2024) | 70% |
| Total Compensation ($) | $1,261,612 | $1,251,925 | $1,696,875 |
Notes:
- 2025 annual base salary maintained at $480,000, with no increase vs 2024 .
Performance Compensation
Short-Term Incentive (STI) — 2024 Design and Outcome
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 60% | $115M | $144M | $175M | $142M | 96% of target |
| Free Cash Flow ($) | 20% | $0M | $17M | $41M | $10M (adjusted to include portion of 45Q cash component) | 70% of target |
| Leadership Team Strategic Objectives | 20% | 50% | 100% | 200% | 105% achieved | 105% of target |
- Final STI achievement: 92% of target; Achilles’s paid bonus: $309,120 (paid Q1 2025) .
Long-Term Incentive (LTI) — 2024 Grants and Structure
| Component | Weight | Metric(s) | Performance/Payout | Vesting |
|---|---|---|---|---|
| PSUs | 50% | Cumulative EPS (50%), Avg 3-year ROI (50%), rTSR ±10% | 25%/100%/200% at threshold/target/max; rTSR modifier ±10% | Earn after 3-year period (2024–2026) |
| RSUs | 50% | Service-based | Time-based; retentive value | Ratable over 3 years (program changed from cliff to ratable in 2024) |
2024 Grants (at target):
| Grant Type | Shares | Grant Date Fair Value ($) |
|---|---|---|
| PSUs | 16,045 | $449,260 |
| RSUs | 16,046 | $439,019 |
Historical PSU outcome (granted 2/2022; performance period ended 12/31/2024):
| Measure | 2022 | 2023 | 2024 | 3-yr Result | Outcome |
|---|---|---|---|---|---|
| EPS ($) | 6.28 | 2.14 | 1.96 | 10.38 vs threshold 17.46 | Below threshold; 0% payout |
| ROI (%) | 22.2% | 7.4% | 6.7% | 12.1% vs threshold 20.5% | Below threshold; 0% payout |
2025 program changes: STI weighting increased to 80% Adjusted EBITDA, FCF removed from STI and added to LTI; LTI metrics now equally weighted EPS, ROI, FCF (33.3% each); rTSR modifier widened to ±20% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 65,503 shares; less than 1% of outstanding |
| Shares Outstanding (reference) | 26,807,818 (as of 4/1/2025) |
| Vested Stock Options included in ownership | 55,607 shares acquirable via vested options included in “Common Stock” column |
| Stock Ownership Guidelines | Other executive officers: 1x base salary; compliance met as of 4/1/2024 (execs have 5 years to comply) |
| Hedging/Pledging | Prohibited for employees and directors |
Outstanding equity at 12/31/2024:
| Award | Quantity | Key Terms |
|---|---|---|
| RSUs (unvested) | 16,046 (2024 grant) | 2024 RSUs follow ratable vest schedule over 3 years per program change |
| PSUs (unearned) | 16,045 (2024 target) | Earn post 3-year performance period (2024–2026) |
| Options (exercisable/unexercisable) | 3,118/6,236 (2023 grant, $41.20, exp 2/28/2033); 6,542/3,272 (2022 grant, $39.15, exp 2/28/2032); 10,276 (2021); 22,416 (2020); others fully vested |
Vesting cadence and potential selling pressure:
- 2024 RSUs vest ratably over 3 years, creating steady annual vest events rather than a single cliff, which can mitigate concentrated selling pressure relative to prior cliff schedules .
- Options extend through 2030–2033, with substantial tranches exercisable; unexercised options imply future flexibility rather than imminent pressure .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (outside CIC) | 1x base salary + prior year target bonus (Achilles: $816,000 estimated at 12/31/2024) |
| Change-in-Control (double trigger) | 2x base salary + target bonus; COBRA cash payment for 24 months; equity accelerates per plan (Achilles: cash severance $1,296,000; COBRA $42,335; equity $1,460,219 at 12/31/2024) |
| Equity Acceleration Mechanics | RSUs/options vest in full on CIC termination; PSUs vest at greater of target or actual (if not assumed), or remain outstanding if assumed |
| Clawback | Dodd-Frank and NYSE-compliant policy covering incentive comp for last 3 fiscal years upon specified restatements; plan-level forfeiture on covenant violations |
| Non-Compete/Restrictive Covenants | Awards subject to cancellation/repayment if non-compete/non-solicit/non-disclosure violated |
| Insider Trading Policy | Pre-clearance for certain individuals; blackout windows; compliance per policy |
Potential payments (illustrative, termination at 12/31/2024):
| Scenario | Cash Severance | STI for Year of Termination | COBRA Payment | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Termination without cause (no CIC) | $816,000 | $0 | $0 | $0 | $816,000 |
| Death/Disability | — | $309,120 | — | $1,116,578 | $1,425,698 |
| CIC + qualifying termination | $1,296,000 | $336,000 (prorated target) | $42,335 | $1,460,219 | $3,134,554 |
Compensation Structure Analysis
- Mix shift toward time-based RSUs (50%) and PSUs (50%) in 2024; stock options eliminated to emphasize retention and measurable long-term performance goals .
- STI metrics emphasize profitability and cash generation (Adjusted EBITDA 60%, FCF 20%), plus strategic objectives (20%); 2024 payout adjusted for partial 45Q cash component in FCF to 92% of target .
- PSU metrics are robust (EPS, ROI) with rTSR modifier; 2022 PSU cycle paid 0% amid cyclicality, evidencing pay sensitivity to performance .
- No excise tax gross-ups; no option repricing; robust clawbacks and ownership guidelines; hedging/pledging prohibited .
Peer group and benchmarking:
- Peer group includes specialty chemicals names (e.g., Cabot, Stepan, Innospec, Tronox, Orion, Sensient, Ingevity). Committee reviews but does not target a specific market percentile .
Say-on-Pay and shareholder feedback:
- Say-on-pay approved by ~95% of votes cast in 2024; broad investor outreach reported .
Related party transactions:
- None requiring disclosure since 1/1/2024 .
Investment Implications
- Alignment: Strong pay-for-performance architecture with rigorous PSUs (EPS/ROI) and rTSR modifier; 0% PSU payout for 2022 cycle underscores performance sensitivity, limiting windfalls in downcycles .
- Retention vs selling pressure: 2024 shift to ratable RSU vesting smooths equity delivery and likely reduces concentrated selling risk; sizable options remain but maturities extend through 2030–2033, diffusing near-term exercise pressure .
- Governance safeguards: No hedging/pledging, robust clawback, double-trigger CIC equity, and no repricing support shareholder-friendly posture .
- Economics on exit: CIC economics are moderate (2x cash for non-CEO, plus COBRA and equity acceleration) and standard; not indicative of outsized parachute risk for this role .
- Performance context: 2024 execution delivered Adjusted EBITDA $142.1M and positive FCF; STI adjustments tied to 45Q credits signal pragmatic calibration while maintaining formulaic discipline . Overall, incentive design appears balanced for a cyclical chemicals portfolio, with retention and risk mitigation features that limit misalignment.