Donald Newman

About Donald P. Newman

Donald P. Newman (age 60) is an independent director of AdvanSix, appointed on August 19, 2024; he currently serves on the Audit Committee and the Health, Safety and Environmental (HS&E) Committee, is designated an SEC “audit committee financial expert,” and will become Audit Committee Chair and join the Compensation & Leadership Development (C&LD) Committee effective June 18, 2025 . He is Executive Vice President, Finance and Chief Financial Officer of ATI Inc. (EVP & CFO since January 2022; previously SVP & CFO January 2020–December 2021) and brings deep financial/accounting expertise, operations/HS&E perspective, senior leadership experience, business strategy acumen, and public company governance credentials; he has served on the AdvanSix board since August 19, 2024 . Mr. Newman previously was CFO of Stelco Holdings Inc. (August 2017–December 2019) and Headwaters Incorporated (December 2010–May 2017), and held senior finance roles at Boart Longyear Limited (VP–Controller & Interim CFO), ACI Worldwide, Inc. (Chief Accounting Officer), and NRG Energy, Inc. (12+ years) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Newman qualifies as independent under NYSE listing standards and Company Corporate Governance Guidelines .
• Committees: Currently Audit and HS&E; effective June 18, 2025 he will Chair Audit, join C&LD, and continue HS&E .
• Financial Expertise: Designated an SEC-defined “audit committee financial expert” and meets NYSE accounting/financial management expertise criteria .
• Board Evaluation & Effectiveness: The Board conducts annual self-evaluations; in 2023 used a third-party consultant for interviews and a facilitated discussion, and in 2024 implemented changes to meeting schedules, agendas, materials, and individual CEO meetings; the 2024 director search resulted in Mr. Newman’s appointment .
• Governance breadth: Audit Committee charter responsibilities include financial reporting oversight, ERM, internal audit, ESG metrics disclosure, and cybersecurity oversight .

Fixed Compensation

• Deferred Compensation: Directors may elect to defer up to 100% of cash retainers under the DCP; until meeting stock ownership guidelines, deferrals must be to the AdvanSix stock unit fund; dividends credited as additional stock units; distributions per elections and 409A; Company does not contribute to director accounts .
• Director stock ownership guidelines: Each non-employee director must hold at least five times the annual base cash retainer (or $450,000 in 2024); directors have five years to comply; Mr. Newman is within the five-year period and has not yet reached the threshold as of April 1, 2025 .

Performance Compensation

• Structure: Non-employee directors receive annual full-value equity grants (RSUs) with one-year vesting; director equity grants are time-based, with no performance metrics disclosed for directors .
• Clawbacks/Hedging/Pledging: Company policy prohibits hedging and pledging by executives and directors; the plan disallows option/SAR repricing without shareholder approval and includes clawback and restrictive covenants enforcement .

Other Directorships & Interlocks

• Current public company directorships: Not disclosed for Mr. Newman in ASIX proxy/8‑K materials; his external role is as EVP & CFO of ATI Inc. (an issuer), not as a director .
• Related-party transactions: None requiring disclosure since January 1, 2024; Nominating & Governance Committee oversees related-party transactions >$100,000 and reports decisions; Chair may approve transactions <$500,000 unless conflicted .
• 8‑K appointment disclosures: No arrangements or understandings, no family relationships, and no Item 404(a) transactions relating to Mr. Newman’s appointment .

Expertise & Qualifications

• Financial/accounting expertise (including designation as audit committee financial expert), senior leadership, business strategy, and public company governance experience .
• Operations/HS&E experience relevant to AdvanSix’s continuous manufacturing environment and ESG oversight .

Equity Ownership

• Outstanding RSUs at 12/31/24: None for Mr. Newman (other directors each had 4,393 unvested RSUs) .
• Stock ownership guidelines: Minimum of 5× annual cash retainer ($450,000 in 2024); as of April 1, 2025, Mr. Newman had not yet met the ownership threshold and remains within the five-year compliance window .
• Deferred holdings: “Other Stock-Based Holdings” reflect share-equivalents in the DCP (no voting/investment power; not counted in % of class) .

Governance Assessment

• Strengths: Independent status, deep CFO-level experience across multiple public companies, and SEC-designated audit committee financial expertise; slated to Chair Audit Committee and serve on C&LD, reinforcing board oversight across financial reporting, ERM, cybersecurity, leadership development, and compensation governance .
• Alignment: Cash/equity mix for directors targets ~50% equity and includes increased annual equity grant to $120,000 in 2025, supporting alignment; Newman’s 2024 compensation was partial-year cash ($32,885) with no RSU grant, consistent with mid-year appointment timing .
• Independence/Conflicts: No related-party transactions disclosed; no family relationships or compensatory arrangements tied to his appointment; robust related-party review policy with committee oversight .
• Ownership: Beneficial ownership is currently modest (<1%) but within the five-year window to meet director ownership guidelines; DCP and policy framework (no hedging/pledging) mitigate misalignment risk .

RED FLAGS

• None disclosed regarding related-party transactions, hedging/pledging, tax gross-ups, or option repricing for directors; Mr. Newman’s lower ownership is expected given his August 2024 appointment and five-year compliance window .