Patrick Williams
AdvanSixAbout Patrick S. Williams
Patrick S. Williams (age 60) is President and CEO and a director of Innospec Inc. (Nasdaq: IOSP) and has served on AdvanSix’s Board since February 2020. He is a non‑employee, independent director, bringing senior leadership in specialty chemicals, M&A, operations/HS&E and sustainability, global business, and public company governance . The Board maintains an independent Chair structure (Todd D. Karran) and separates the Chair and CEO roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innospec Inc. | President & CEO; Director | 2009–present | Led global specialty chemicals strategy and growth |
| Innospec Inc. | EVP; President, Fuel Specialties; assumed global Performance Chemicals | 2005–2009 | Grew fuel additives and performance chemicals businesses |
| Innospec Inc. | CEO, Fuel Specialties (Americas); senior management and sales roles | 1993–2005 | Business leadership across sales and operations |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Innospec Inc. (IOSP) | President & CEO; Director | 2009 | Public company board; chemicals industry executive |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Compensation & Leadership Development Committee (C&LD) .
- Independence: All non‑employee directors (including Williams) are independent under NYSE/SEC standards; Audit and C&LD members satisfy enhanced independence .
- Attendance and engagement: In 2024, the Board held 5 meetings; Committees held 19. All directors attended at least 80% of Board meetings and at least 88% of their Committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Board Chair; executive sessions held (e.g., Audit Committee each in‑person meeting) .
Fixed Compensation
| Component | Detail | Amount | Timing/Vesting |
|---|---|---|---|
| Annual cash retainer | Non‑employee director base | $90,000 | 2024 |
| Committee chair fee | Nominating & Governance Chair | $15,000 | 2024 |
| Total cash fees (2024) | Retainer + chair fee | $105,000 | 2024 |
| Annual equity grant | RSUs (4,393 units @ $23.90 FV) | $104,993 | Granted Jun 11, 2024; vests Jun 11, 2025 |
| Equity program change | Annual director equity grant | $120,000 | Approved for 2025 |
- Deferred Compensation Plan: Directors may defer up to 100% of cash fees; until meeting ownership guidelines, deferrals must be into AdvanSix stock unit fund; dividends credited as additional stock units; distributions in stock for stock unit fund .
Performance Compensation
Directors do not receive performance‑based equity; Williams’ RSUs are time‑based. As C&LD member, he oversees executive pay programs and metrics:
- Short‑Term Incentive (STI) metrics (VP+ and NEOs):
- Adjusted EBITDA (60%), Free Cash Flow (20%), Leadership Team Strategic Objectives (20%); threshold/target/maximum levels set as below. 2024 adjusted payout was 92% of target .
| Metric | Weight | Threshold | Target | Maximum | 2024 Pre‑Adjusted Result | Pre‑Adj Achievement | 2024 Adjusted Result | Final Achievement |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $115M | $144M | $175M | $142M | 96% | N/A | 96% |
| Free Cash Flow | 20% | $0M | $17M | $41M | $2M | 33% | $10M (includes portion of 45Q cash component) | 70% |
| Strategic Objectives | 20% | 50% | 100% | 200% | 105% achievement | 105% | N/A | 105% |
| Total | — | — | — | — | — | 84% | — | 92% |
- Long‑Term Incentive (LTI) metrics for PSUs: cumulative EPS (50%) and average three‑year ROI (50%) with rTSR modifier (+/‑10% vs S&P Small Cap 600 Materials Index). 2022 PSU awards paid out 0% (both metrics below threshold) .
| Measure | 2022 | 2023 | 2024 | Cumulative / Average | Outcome |
|---|---|---|---|---|---|
| EPS ($) | 6.28 | 2.14 | 1.96 | 10.38 | Below threshold; 0% payout |
| ROI (%) | 22.2% | 7.4% | 6.7% | 12.1% avg | Below threshold; 0% payout |
| rTSR modifier | ±10% framework | — | — | — | Not applied due to 0% base payout |
- 2025 LTI program enhancements: add Free Cash Flow as a third metric (equal weighting with EPS and ROI), increase rTSR modifier to ±20% .
- Consultant independence: C&LD retains an independent consultant (Pearl Meyer, then Farient as of Sep 2024), prohibited from providing other services; Committee annually confirms independence and no conflicts .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict | Mitigants |
|---|---|---|---|
| Innospec Inc. (IOSP) | Williams is CEO & director | Innospec is in AdvanSix’s compensation peer group used for benchmarking; Williams serves on C&LD overseeing pay decisions. RED FLAG: peer benchmarking interlock risk | Independent consultant engaged solely for comp work; annual independence/conflict reviews; Committee‑only use; no related‑party transactions disclosed since Jan 1, 2024 |
Expertise & Qualifications
- Senior leadership, chemicals industry experience; M&A; operations/HS&E and sustainability; global business; strategy development and growth; public company governance .
- Board skills matrix identifies Williams with senior leadership, operations/ESG/HS&E, financial expertise, regulated industries, and public company board experience; independent director .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Common Stock | 17,265 shares; <1% of class | As of Apr 1, 2025; 26,807,818 shares outstanding |
| Other Stock‑Based Holdings (DCP stock units) | 6,813 | No voting/investment power; excluded from % of class |
| Outstanding RSUs (unvested at 12/31/24) | 4,393 | Granted Jun 11, 2024; vests Jun 11, 2025 |
| Director Ownership Guideline | 5x base cash retainer ($450,000 in 2024) | Williams has met guideline as of Apr 1, 2025 |
| Hedging/Pledging | Prohibited for employees and directors | Alignment safeguard |
Governance Assessment
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Strengths
- Independent director; chairs Nominating & Governance; member of C&LD; governance oversight includes ESG, conflicts/related party transactions, succession, clawback .
- Robust policies: clawback policy compliant with SEC/NYSE; insider trading controls; hedging/pledging bans; stock ownership guidelines (directors: 5x retainer); Williams in compliance .
- Board engagement: strong attendance norms; independent Chair; executive sessions; structured risk oversight .
- Shareholder support: Say‑on‑Pay passed with ~95% approval in 2024; active investor outreach .
- No related‑party transactions disclosed since Jan 1, 2024 .
-
Watch items / RED FLAGS
- Compensation peer group includes Innospec while Williams sits on C&LD; this is a benchmarking interlock risk that warrants monitoring (e.g., ensure consultant objectivity and documentation of peer usage) . Mitigated by independent consultant restrictions and annual independence assessment .
- Per‑director attendance rates not disclosed; rely on aggregate thresholds (continue to monitor committee workloads and attendance disclosure trends) .
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Overall implication for investor confidence: Williams’ deep chemicals leadership, independent status, adherence to ownership and anti‑hedging policies, and chair role on governance are positives. The Innospec peer‑group overlap introduces a modest perception risk in pay benchmarking, but current governance controls (independent consultant, no related‑party transactions) reduce conflict risk .