Gena Lovett
AdvanSixAbout Gena C. Lovett, Ph.D.
Independent director at AdvanSix (ASIX) since September 2021; age 62. Education: B.A. (Ohio State University), M.B.A. (Baker Center for Graduate Studies), M.S. and Ph.D. in Values-Driven Leadership (Benedictine University). Former VP Operations at Boeing Defense, Space & Security (2015–2019); senior manufacturing leadership and Chief Diversity Officer at Alcoa (2007–2015); manufacturing leadership roles at Ford Motor Company (1992–2007). Current external public boards: Trex Company (TREX) and QuantumScape (QS). ASIX board committees: Chair, Health, Safety & Environmental (HS&E); Member, Nominating & Governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company (Defense, Space & Security) | Vice President, Operations | Jul 2015 – Jun 2019 | Senior leadership and operations oversight |
| Alcoa Corporation | Global Chief Diversity Officer | Jan 2012 – Jun 2015 | Corporate culture and inclusion leadership |
| Alcoa Corporation | Director, Manufacturing, Forgings | Jul 2007 – Jan 2012 | Manufacturing operations leadership |
| Ford Motor Company | Plant Manager, New Model Programs; multiple manufacturing roles | Apr 1992 – Jun 2007 | Plant operations; product launch |
External Roles
| Company | Exchange/Ticker | Role | Committees | Tenure |
|---|---|---|---|---|
| Trex Company, Inc. | NYSE: TREX | Director | Audit; Nominating/Corporate Governance | Since 2021 |
| QuantumScape Corporation | NYSE: QS | Director | Audit (Member); Nominating & Corporate Governance (Chair) | Since Jan 2022 |
Board Governance
- Committee assignments: Chair, HS&E; Member, Nominating & Governance; both committees comprised entirely of independent directors.
- Independence: ASIX board determined all non‑employee directors (including Dr. Lovett) are independent under NYSE/SEC standards.
- Attendance and engagement: In 2024 the board held 5 meetings; committees held 19; all directors attended at least 80% of board and 88% of their committee meetings; all directors attended the 2024 annual meeting.
- Years of service on ASIX board: Since September 2021.
- Board leadership context: Independent Chair (Todd Karran) separate from CEO, with executive session practices and ESG oversight across committees.
Quantitative governance activity
| Metric | 2024 |
|---|---|
| Board meetings held | 5 |
| Committee meetings held (aggregate) | 19 |
| Director attendance threshold achieved | ≥80% Board; ≥88% Committees (all directors) |
Fixed Compensation (Director)
| Component | ASIX Program Terms (2024) | Gena C. Lovett – FY 2024 Amount |
|---|---|---|
| Annual cash retainer (non‑employee director) | $90,000 | $105,000 (incl. chair/member fees) |
| Committee chair fees | Audit $20,000; C&LD $15,000; HS&E $15,000; N&G $15,000 | Included in cash total (HS&E Chair) |
| Independent Chair fee | $100,000 (program reference) | N/A |
| Deferred Compensation Plan (DCP) eligibility | Up to 100% of cash fees; stock unit fund until guideline met | Elected deferrals not disclosed (Lovett shows no DCP stock units) |
| Total cash fees (FY 2024) | — | $105,000 |
Program note: For 2025, ASIX increased the annual director equity grant from $105,000 to $120,000.
Performance Compensation (Director)
Directors do not receive performance‑based pay; annual equity is time‑based and intended to align with shareholders.
| Equity Element | ASIX Program Terms | Gena C. Lovett – FY 2024 Detail |
|---|---|---|
| Annual RSU grant (2024) | ~$105,000 grant date fair value; vests one year post annual meeting | $104,993 grant date fair value |
| 2024 grant units and vest date | 4,393 RSUs granted 6/11/2024; vest 6/11/2025 | 4,393 RSUs; vest 6/11/2025 |
| Change‑in‑control treatment | If not assumed/substituted, awards accelerate; if assumed, double‑trigger acceleration on qualifying termination within 2 years | Plan applies to non‑employee directors |
Other Directorships & Interlocks
- Trex: Audit; Nominating/Corporate Governance. No ASIX‑disclosed related‑party transactions involving Trex; Lovett’s independence affirmed.
- QuantumScape: Audit member; Nominating & Corporate Governance Chair; initial director RSU award disclosed at appointment.
ASIX policy and proxy disclosure report no related‑party transactions since Jan 1, 2024 and outline robust independence criteria (vendor, banking, consulting, family, indebtedness).
Expertise & Qualifications
- Skills grid indicates expertise in senior leadership, operations/ESG/HS&E, financial, regulated industries, and public company boards; independent status marked.
- Background evidences deep manufacturing/operations leadership across aerospace/defense and industrial metals; doctoral training in values‑driven leadership.
Equity Ownership
| Holder | Common Stock Owned | Other Stock‑Based Holdings (DCP) | % of Class | Unvested RSUs at 12/31/2024 |
|---|---|---|---|---|
| Gena C. Lovett, Ph.D. | 5,791 shares | — | <1% | 4,393 RSUs |
Stock Ownership Guidelines: Directors must hold at least 5x annual base cash retainer ($450,000 in 2024). As of April 1, 2025, Dr. Lovett had not yet met the threshold but remains within the five‑year window from her 2021 appointment; directors must retain 100% of net shares until compliant.
Hedging/Pledging: Prohibited for employees and directors; short sales and derivatives also prohibited.
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote support: approximately 95% of votes cast supported ASIX’s executive compensation program.
- 2025 advisory vote results (Proposal 3): For 22,751,320; Against 392,945; Abstain 45,903; Broker non‑votes 1,699,053.
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve executive compensation (2025) | 22,751,320 | 392,945 | 45,903 | 1,699,053 |
Governance Assessment
- Strengths: HS&E Committee chaired by a seasoned operations executive; explicit ESG/HSE oversight across committees; high attendance; clear independence; robust insider trading, hedging/pledging, and clawback frameworks; director equity aligns pay with shareholder outcomes.
- Alignment: Lovett owns 5,791 shares and holds unvested RSUs; she is progressing toward director ownership guidelines within the prescribed five‑year period; guidelines enforce retention until met.
- External commitments: Active roles at Trex and QuantumScape (including audit and nom/gov committee service) strengthen governance expertise; no ASIX‑disclosed related‑party transactions or independence impairments.
- RED FLAGS: None disclosed in ASIX filings regarding related‑party transactions, pledging/hedging, or attendance shortfalls. Note: ownership guideline not yet met (still within compliance window)—a watchpoint for alignment tracking.
Overall signal: Governance quality is reinforced by independence, committee leadership in HS&E, strong attendance, and shareholder support for compensation programs. Monitoring continued progress toward ownership guidelines and time‑commitment across external boards is prudent, but current disclosures do not indicate conflicts or red flags affecting investor confidence.