Dana O’Brien
AdvanSixAbout Dana O’Brien
Dana O’Brien is an independent director of AdvanSix (ASIX), appointed September 2, 2025. She recently retired as Senior Vice President and Chief Legal Officer of Olin Corporation and previously served as general counsel at multiple NYSE-listed companies (Brink’s, CenterPoint Energy) and senior legal/compliance roles at CEVA Logistics, EGL, and Quanta Services, bringing deep public company governance, regulatory and compliance expertise. She serves on AdvanSix’s Nominating & Governance and Compensation & Leadership Development Committees and meets NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olin Corporation | Senior Vice President & Chief Legal Officer; Secretary; Special Advisor to CEO | Nov 2021–Feb 28, 2025; Secretary through Apr 2024; Special Advisor through Jul 31, 2025 | Led legal and compliance oversight at a global chemicals manufacturer . |
| The Brink’s Company (NYSE: BCO) | Senior Vice President & General Counsel | Apr 2019–Nov 2021 | Public company governance and regulatory leadership . |
| CenterPoint Energy (NYSE: CNP) | Senior Vice President & General Counsel | May 2014–Mar 2019 | Oversight in regulated utilities (electric and gas) . |
| CEVA Logistics plc | Chief Legal Officer & Chief Compliance Officer | 2007–2014 | Global logistics legal/compliance leadership . |
| EGL, Inc. | General Counsel, Chief Compliance Officer & Secretary | 2005–2007 | Corporate legal/compliance management (company later acquired by CEVA) . |
| Quanta Services, Inc. (NYSE: PWR) | Associate General Counsel; Vice President, Secretary & General Counsel | 1999–2005 | Governance/legal leadership in infrastructure services . |
External Roles
| Category | Organization | Role | Status |
|---|---|---|---|
| Public company boards | None disclosed | — | No current public board seats disclosed in ASIX filings for O’Brien . |
| Private/non-profit boards | Not disclosed | — | No such roles disclosed . |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent under NYSE listing standards and company guidelines . |
| Board start date | Appointed September 2, 2025 . |
| Committee assignments | Nominating & Governance; Compensation & Leadership Development . |
| Committee chair roles | None disclosed . |
| Board size/independence | Board increased to nine members, eight independent, upon her appointment . |
| Attendance norms | In 2024: Board held five meetings; all directors attended ≥80% of Board meetings and ≥88% of their committee meetings . |
| Director orientation/education | Comprehensive onboarding, site visits, and continuing education supported by the company . |
| Lead independent role | Independent Board Chair (Todd D. Karran) separates Chair/CEO roles, oversees executive sessions and liaison responsibilities . |
Fixed Compensation
| Component | Amount/Design | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $90,000 | Standard director cash retainer . |
| Committee chair retainers | Audit: $20,000; C&LD: $15,000; HS&E: $15,000; Nominating & Governance: $15,000 | Paid to committee chairs; membership fees not disclosed . |
| Independent Board Chair retainer | $100,000 | Additional to chair . |
| Annual equity grant (RSUs) | $120,000 fair value (2025) | Increased from $105,000 to $120,000 beginning in 2025; annual grants vest after one year from grant date . |
| Deferred Compensation Plan (DCP) | Up to 100% deferral of cash retainers | Directors can defer retainers; stock unit fund until ownership guideline met; distributions mainly in cash except stock unit fund paid in shares . |
| Director ownership guideline | ≥5× base cash retainer (=$450,000 in 2025) | Must hold until guideline met; 5-year compliance period from appointment . |
| Annual director comp cap | $750,000 | Limit under the 2016 Stock Incentive Plan . |
| Expense reimbursement | Travel/lodging | Reasonable expenses reimbursed . |
Performance Compensation
Directors do not receive performance-tied pay; RSUs are time-based. As a C&LD Committee member, O’Brien will oversee the executive incentive designs below.
| Metric/Design | 2024 | 2025 |
|---|---|---|
| Short-Term Incentive metrics and weights | Adjusted EBITDA 60%; Free Cash Flow 20%; Leadership Team Strategic Objectives 20% | Adjusted EBITDA weight increased to 80%; Free Cash Flow removed from STI and moved to LTI; threshold payout raised to 50% from 25% . |
| STI target levels | EBITDA: $144m target; FCF: $17m target; Strategic Objectives: 100% target | Not disclosed (program structure change noted) . |
| Long-Term Incentive mix | PSUs 50%; RSUs 50% (RSUs ratable over 3 years; no options) | PSUs 50%; RSUs 50%; PSU metrics add Free Cash Flow (EPS, ROI, FCF each 33.3%); rTSR modifier ±20% (vs. ±10% in 2024) . |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Interlocks | None disclosed; no arrangements/understandings with other persons in connection with appointment . |
| Related-party transactions | None requiring Item 404(a) disclosure; no family relationships with ASIX officers/directors . |
Expertise & Qualifications
- Public company governance and board committee-relevant expertise (legal, compliance, regulatory) across energy, logistics, and chemicals; aligns with Nominating & Governance and C&LD oversight .
- Senior leadership experience as chief legal officer/general counsel in complex, regulated industries, enhancing risk oversight and compensation governance .
- Independent status strengthens board effectiveness and investor confidence .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3) | 0 shares of common stock; direct ownership form reported at appointment . |
| Shares pledged/hedging | Company policy prohibits pledging, hedging, short sales, and options trading by directors . |
| Ownership guidelines | ≥$450,000 in ASIX equity; 5-year window to comply; must hold 100% of net shares from RSU vesting until compliant . |
| Compensation alignment | Annual RSU grants align director interests with shareholders via time-based vesting . |
Governance Assessment
- Strengths: Independent appointment; committees aligned to her legal/compliance background; no related-party or family ties; adherence to robust director ownership, hedging/pledging, and compensation caps supports alignment and governance discipline .
- Committee effectiveness signals: C&LD uses independent compensation consultants (Farient retained Sep 2024; previously Pearl Meyer); committee policies restrict consultant conflicts; strong pay-for-performance framework overseen by the board .
- Board culture/engagement: Formal orientation, evaluations, and executive sessions; independent chair structure enhances oversight; prior-year attendance norms indicate active engagement standards .
- Shareholder alignment: Historical say-on-pay support ~95% and ongoing outreach underpin investor confidence in governance and compensation oversight .
RED FLAGS / Watch items:
- Initial ownership at appointment is zero; monitor progress toward the 5× retainer ownership guideline over the 5-year compliance window to confirm alignment trajectory .
- No personal performance-linked director compensation disclosures (consistent with market norms); ensure annual RSU grants and committee workloads reflect evolving governance responsibilities .