Sharon Spurlin
AdvanSixAbout Sharon S. Spurlin
Sharon S. Spurlin (60) is Senior Vice President & Treasurer at Plains All American Pipeline L.P. and has served as an independent director of AdvanSix since the Honeywell spin-off on October 1, 2016. At AdvanSix, she chairs the Compensation & Leadership Development Committee and serves on the Audit Committee; the Board has designated her an SEC-defined “audit committee financial expert.” The Board confirms all non‑employee directors, including Spurlin, meet NYSE/SEC independence standards; directors attended at least 80% of Board meetings and 88% of their committee meetings in 2024 . She is also a director of Smart Sand Inc. (Nasdaq: SND) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plains All American Pipeline L.P. | Senior Vice President & Treasurer | 2014–present | Corporate finance, capital markets, controls oversight |
| Plains All American Pipeline L.P. | Assistant Treasurer | 2007–2009 | Treasury leadership |
| PetroLogistics L.P.; PL Midstream | Senior Vice President & Chief Financial Officer | 2009–2014 | CFO; financial reporting and capital structure |
| Plains All American Pipeline L.P. | Director of Internal Audit | Joined 2002 | Internal audit function leadership |
| American Ref‑Fuel Company | Various positions | Not disclosed | Operations/finance experience |
| Arthur Andersen | Various positions | Not disclosed | Accounting/controls background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smart Sand Inc. (Nasdaq: SND) | Director | Not disclosed | Energy industry supplier; board governance |
Board Governance
- Committee assignments: Audit; Compensation & Leadership Development (Chair). All members of these committees are independent; AdvanSix has designated Audit members, including Spurlin, as SEC “audit committee financial experts” .
- Independence: The Board annually affirms all non‑employee directors are independent under NYSE/SEC rules and enhanced criteria for Audit and C&LD committees .
- Attendance: In 2024, the Board held 5 meetings; committees held 19. All directors attended ≥80% of Board and ≥88% of their committee meetings .
- ESG and risk oversight: C&LD oversees executive succession, human capital, clawback policies; Audit oversees financial reporting, cybersecurity, ERM .
- Say‑on‑pay: ~95% approval at 2024 annual meeting; detailed votes: For 21,415,070; Against 1,080,666; Abstain 122,483; broker non‑votes 1,846,601 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director retainer |
| Committee chair fee (C&LD) | $15,000 | Spurlin chairs C&LD |
| Total fees earned (Spurlin) | $105,000 | Includes retainer and chair fee |
| Meeting fees | None disclosed | Not applicable |
| Deferred Compensation Plan eligibility | Yes | Directors may defer up to 100% of cash fees; stock unit fund until ownership guideline met |
Performance Compensation
| Equity Award | Grant Date | Form | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director grant | June 11, 2024 | RSUs | 4,393 | $104,993 total ($23.90 per unit) | One year (to June 11, 2025) |
Note: For 2025, Board increased annual director equity grant target from $105,000 to $120,000 to align with peer median .
C&LD program metrics Spurlin oversees (executive pay):
- Short‑Term Incentive 2024: Adjusted EBITDA (60%), Free Cash Flow (20%), Leadership Team Strategic Objectives (20%); actual adjusted achievement 92% of target (EBITDA 96%, FCF adjusted to 70%, Strategic Objectives 105%) .
- Long‑Term Incentive: PSUs on cumulative EPS and average ROI (50/50) with rTSR modifier ±10% (2024 grants); modifier increased to ±20% in 2025, with FCF added as a third metric (equal weighting) .
| STI Metric (2024) | Weight | Threshold | Target | Max | Actual/Adjusted Result | Achievement % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $115M | $144M | $175M | $142M | 96% |
| Free Cash Flow | 20% | $0M | $17M | $41M | $2M pre‑adjust; $10M adjusted | 33% → 70% |
| Strategic Objectives | 20% | 50% | 100% | 200% | 105% | 105% |
| Total | — | — | — | — | — | 92% of target |
Other Directorships & Interlocks
- Current public board: Smart Sand Inc. (energy sand supplier). No AdvanSix‑disclosed related party transactions since Jan 1, 2024; Board independence criteria indicate no material relationships with AdvanSix .
- Compensation consultant independence: Pearl Meyer served through Sept 2024; Farient Advisors engaged thereafter; C&LD’s policy prohibits other services, with annual independence review—no conflicts identified .
Expertise & Qualifications
- Financial reporting, accounting, capital markets, and controls; SEC “audit committee financial expert” designation .
- Operations/HS&E and sustainability experience; regulated industries, risk management; public company governance .
Equity Ownership
| Date | Common Stock | Other Stock‑Based Holdings (DCP units) | % of Class | Notes |
|---|---|---|---|---|
| April 1, 2025 | 48,430 | 13,359 | <1% | Stock equivalents in DCP have no voting/investment power |
| April 1, 2024 | 47,839 | 13,039 | <1% | Includes only beneficial and option‑exercisable shares |
| Outstanding RSUs at 12/31/2024 | 4,393 | — | — | Annual director grant unvested at year‑end |
Stock ownership guidelines and compliance:
- Directors must hold ≥5x annual base cash retainer (=$450,000 in 2024). As of April 1, 2025, all directors except Aslam, Lovett, and Newman had met the threshold—Spurlin is compliant .
Hedging/pledging policy:
- Employees and directors are prohibited from hedging, pledging, short sales, and trading options on AdvanSix securities .
Governance Assessment
- Strengths: Independent director and committee chair; SEC audit committee financial expert; high say‑on‑pay support (~95%); robust clawback policy aligned with SEC/NYSE; prohibition of hedging/pledging; independent compensation consultants with no ancillary services; clear STI and LTI performance frameworks with multi‑metric design .
- Alignment: Director equity granted in full‑value RSUs with one‑year vesting; director ownership guidelines at 5x retainer with documented compliance; DCP allows deferral into stock units until guideline met .
- Engagement/attendance: Board and committee meeting cadence with strong attendance thresholds met; directors expected to attend annual meetings, and all directors attended in 2024 .
- Conflicts/related party: No related party transactions requiring disclosure since Jan 1, 2024; independence criteria explicitly vetted annually .
- RED FLAGS: None disclosed specific to Spurlin—no pledging/hedging, no related‑party transactions, and independence affirmed. Note broader board age‑limit waiver for another director (Sansone) in 2025, but no governance exception applied to Spurlin .