Erin Kane
AdvanSixAbout Erin Kane
Erin N. Kane (48) is President and CEO of AdvanSix and has served as a director since the October 1, 2016 spin-off; prior roles include leadership positions at Honeywell Resins & Chemicals and earlier engineering roles at Elementis Specialties and Kvaerner Process . Under Kane’s leadership, AdvanSix delivered 2024 Adjusted EBITDA of $142.1M, Adjusted EPS of $1.96, cash from operations of $135.4M and Free Cash Flow of $1.7M amid a mixed macro environment; management highlighted strong Plant Nutrients and Chemical Intermediates performance, 45Q carbon capture tax credits of $9.7M, and a 2025 insurance settlement tied to the 2019 PES event (total ~$39M recovered since) . The proxy includes a TSR comparison since October 3, 2016 versus the S&P Small Cap 600 Materials Index and a peer group; Say‑on‑Pay support was ~95% in 2024, indicating strong shareholder backing of the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AdvanSix | President & CEO; Director | Since Oct 1, 2016 | Leads diversified chemistry strategy; Board member since spin-off . |
| Honeywell Resins & Chemicals | VP & GM | Since Oct 2014 (pre‑ASIX) | P&L leadership in resins/chemicals prior to ASIX formation . |
| Honeywell | Six Sigma Black Belt (Specialty Materials) | 2002 | Drove process excellence initiatives . |
| Honeywell | Product Marketing Manager (Specialty Additives) | 2004 | Commercial and product strategy responsibilities . |
| Honeywell | Global Marketing Manager (Authentication Technologies) | 2006–2008 | Global go‑to‑market and product leadership . |
| Honeywell | Global Marketing Manager (Resins & Chemicals) | 2008 | Portfolio and growth initiatives . |
| Honeywell | Business Director, Chemical Intermediates | 2011 | Business leadership in chemical intermediates . |
| Elementis Specialties; Kvaerner Process | Six Sigma/process engineering | Pre‑2002 | Early‑career engineering and process roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Chemours Company (NYSE: CC) | Director | Current | Public company board experience in chemicals . |
| American Chemistry Council | Director | Current | Industry association leadership . |
| American Institute of Chemical Engineers (AIChE) | Director | 2019–2021 | Non‑profit/industry governance . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual STI Paid ($) |
|---|---|---|---|
| 2023 | 1,019,700 | 100% | 326,304 |
| 2024 | 1,019,700 | 100% | 938,124 |
| 2025 (set) | 1,019,700 | 100% (unchanged) | — |
Notes:
- 2025 base salaries for executive officers, including Ms. Kane, were not increased; target STI opportunities unchanged .
Performance Compensation
2024 Short‑Term Incentive Plan (STI)
| Metric | Weight | Threshold | Target | Max | 2024 Result | Payout Achievement |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $115M | $144M | $175M | $142M | 96% |
| Free Cash Flow | 20% | $0M | $17M | $41M | $10M (adjusted) | 70% |
| Leadership Team Strategic Objectives | 20% | 50% | 100% | 200% | 105% | 105% |
| Final Payout vs Target | — | — | — | — | — | 92% |
Notes:
- Committee included a portion of the cash component of 45Q credits claimed in 2024 when assessing FCF; no discretionary adjustments to EBITDA or strategic objectives .
2024 Long‑Term Incentive (LTI) Program Design
| Award Type | Weight | Metrics | Vesting | 2024 Grants to Kane |
|---|---|---|---|---|
| Performance Stock Units (PSUs) | 50% | 3‑yr cumulative EPS (50%) and avg ROI (50%); rTSR modifier ±10% vs S&P Small Cap 600 Materials | Earned after 3‑yr performance period | 63,962 target PSUs; grant date 2/28/2024 |
| Restricted Stock Units (RSUs) | 50% | Service-based | Ratable over 3 years (changed from cliff) | 63,962 RSUs; grant date 2/28/2024 |
Grant-date fair values (2024): RSUs $1,750,000; PSUs at target $1,790,936 .
Program changes:
- 2024: Eliminated stock options; increased RSU weight to 50% and moved to ratable vesting .
- 2025: Added Free Cash Flow to LTI metrics (EPS/ROI/FCF each 33.3%); rTSR modifier widened to ±20% .
PSU Outcomes
| PSU Cycle | EPS (cumulative) | ROI (avg) | Payout Result |
|---|---|---|---|
| 2021 Grant (vested Feb 2024) | $12.74 | 15.9% | 200% of target (max) |
| 2022 Grant (vested Feb 2025) | $10.38 | 12.1% | Below threshold; 0% payout |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 858,975 shares; 3.2% of outstanding as of April 1, 2025 . |
| Options (exercisable) | 448,558 shares included in beneficial ownership footnote . |
| Unvested RSUs (12/31/24) | 63,962 (2024 grant) plus 19,417 (2023 grant) for Kane . |
| Unvested PSUs (12/31/24) | 63,962 (2024 target); 9,709 (2023 at threshold shown); none for 2022 due to below threshold . |
| 2024 Stock Vested | 132,849 shares; value realized $3,646,735 . |
| Ownership Guidelines | CEO 5x salary; executives must hold 100% of net shares until compliant . |
| Compliance Status | As of April 1, 2024, all executive officers (other than new CFO joined Oct 2024) satisfied ownership guidelines . |
| Hedging/Pledging | Hedging and pledging prohibited for employees and directors . |
Option Award Detail (Selected Tranches Outstanding at 12/31/24)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 2/28/2023 | 14,781 | 29,564 | $41.20 | 2/28/2033 |
| 2/28/2022 | 38,068 | 19,034 | $39.15 | 2/28/2032 |
| 2/24/2021 | 72,532 | — | $29.21 | 2/24/2031 |
| 2/26/2020 | 139,241 | — | $14.29 | 2/26/2030 |
| 2/27/2019 | 56,400 | — | $33.34 | 2/27/2029 |
| 3/2/2018 | 40,032 | — | $41.97 | 3/2/2028 |
| 3/8/2017 | 53,688 | — | $26.66 | 3/8/2027 |
Notes:
- Shares are typically withheld to cover taxes upon vesting; this reduces shares delivered but does not imply open‑market selling .
Employment Terms
| Topic | Key Terms |
|---|---|
| Severance (non‑CIC) | CEO: 2x (base salary + prior year’s target bonus) lump‑sum upon covered termination (without Cause or for Good Reason) . |
| Change‑in‑Control (CIC) | CEO: 3x (base salary + target bonus) lump‑sum; COBRA continuation equivalent for 36 months; double‑trigger equity vesting provisions apply . |
| STI Treatment | Death/Disability: prorated payout based on actual performance; CIC termination: prorated target; must be employed on payout date otherwise, subject to plan exceptions . |
| Equity Treatment | Upon death/disability: RSUs and options vest in full; PSUs prorated and paid after period based on actual performance; CIC termination: RSUs/options vest in full; PSUs vest at greater of target or actual as determined . |
| Clawback | Dodd‑Frank compliant clawback for restatements covering prior 3 fiscal years; additional forfeiture for certain covenants under the 2016 Plan . |
| Hedging/Pledging | Prohibited for employees and directors . |
Potential payout illustration (12/31/24 scenarios) for CEO (selected):
- Without Cause/Good Reason (non‑CIC): Cash severance $3,059,100; total value $3,059,100 (no equity acceleration) .
- Death or Disability: STI for year of termination $938,124; accelerated equity value $5,134,012; total $6,072,136 .
- CIC with qualifying termination (within 24 months): Cash severance $4,078,800; STI at target $1,019,700; accelerated equity $6,441,062; COBRA equivalent $0 (CEO row shows “—”); Total $11,539,562 .
Board Governance
- Role at AdvanSix: President, CEO and Director; Board Chair is independent (Todd D. Karran), with Board policy to separate Chair and CEO roles; committees consist entirely of independent directors .
- Committees/Attendance: Board held 5 meetings and committees 19 in 2024; all directors then serving attended at least 80% of Board meetings and at least 88% of their committees .
- Committee membership: As CEO, Kane is not listed on Board committees; committee rosters comprise independent directors (e.g., Audit, Compensation & Leadership Development, Nominating & Governance, HS&E) .
Dual‑role implications: Separation of Chair and CEO with an independent Chair mitigates concentration of power and independence concerns; independent committees oversee compensation, governance, audit, and HS&E matters .
Director Compensation (context)
Kane is an employee director and does not receive non‑employee director compensation. Non‑employee directors received in 2024: $90,000 cash retainer, Chair/Committee retainers, and RSUs (~$105,000 grant value; increased to $120,000 for 2025 annual grant), with one‑year vesting; stock ownership guideline is 5x base retainer; deferral available via DCP .
Compensation Structure Analysis
- Mix and risk: In 2024, stock options were eliminated and RSUs increased to 50% with ratable vesting, increasing retention value; PSUs remain 50%, tied to multi‑year EPS/ROI with rTSR modifier; in 2025, FCF added to PSUs and rTSR widened to ±20%, increasing sensitivity to cash generation and relative performance—consistent with cyclical industry dynamics .
- STI calibration: 2024 STI weighted 60% to EBITDA and 20% to FCF; committee adjusted FCF to reflect 45Q credit cash component recognition timing; final payout at 92% of target .
- Governance safeguards: No hedging/pledging; robust stock ownership guidelines; double‑trigger CIC vesting; clawback policy; no repricing of options without shareholder approval; continued use of independent comp consultants (Pearl Meyer through Sept 2024; Farient thereafter) deemed independent .
- Say‑on‑Pay: ~95% approval in 2024, indicating strong shareholder support .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote: ~95% approval at 2024 Annual Meeting .
- Engagement: Governance/compensation outreach to holders representing nearly 70% of shares outstanding, with positive feedback reported .
Pension, Deferred Comp, and Perquisites
- Defined benefit (ASIX REP): Present value of accumulated benefit $76,029; credited service 22.1 years (legacy Honeywell alignment) .
- Deferred compensation: Company provides DCP; in 2024, matching contribution amounts to executives disclosed (Kane DCP match $43,932) .
- Perquisites: Executive health exam; excess liability insurance; standard company-wide benefits .
Risk Indicators & Red Flags
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
- Hedging/pledging: Prohibited (alignment positive) .
- Option repricing: Not permitted without shareholder approval .
- Pay outcomes: 2022 PSU cycle paid 0% (below threshold), reflecting cyclicality and performance rigor; 2021 PSU cycle paid at 200% (post‑COVID recovery), demonstrating formulaic linkage to three‑year results .
Equity Peer Group (for benchmarking)
Peer group maintained in 2024/2025; chemicals companies of comparable size/complexity; committee does not target a specific percentile for pay positioning .
Employment & Contracts (Retention/Transition)
- Start date/tenure: CEO and director since Oct 1, 2016 .
- Severance/CIC: Market‑standard multiples with double‑trigger equity acceleration; net‑best excise tax provision; restrictive covenants and clawbacks apply .
- STI payout conditions and equity vesting nuances under death/disability and CIC outlined above .
Investment Implications
- Pay-for-performance alignment appears strong: multi‑metric STI and rigorous three‑year PSUs that paid 0% for the 2022 cycle, indicating downside risk for underperformance; broadened 2025 PSU metrics (adding FCF) may sharpen cash discipline in a cyclical context .
- Retention risk is mitigated by meaningful unvested equity (RSUs and PSUs) and competitive severance/CIC protections; elimination of options in 2024 shifts more value to RSUs/PSUs, increasing retention and lowering risk-taking incentives .
- Insider selling pressure is limited by policy: hedging/pledging prohibited; while 2024 stock vested was sizable, shares are typically withheld for taxes at vest—reducing the need for open‑market sales .
- Governance quality is solid: independent Chair, independent committees, high Say‑on‑Pay support, and no related party transactions; external board at Chemours and ACC provides network and industry insights .
- Watch items: Execution on 2025 targets given added FCF focus and operational reliability; cyclicality remains a key driver of PSU realizations (e.g., 0% for 2022 cycle) .