Todd Karran
AdvanSixAbout Todd D. Karran
Independent Chair of the Board at AdvanSix (ASIX); age 60; director since the 2016 spin-off (October 1, 2016). Former President & CEO of NOVA Chemicals (2015–2020) and prior CFO (2009–2016); currently Chief Executive Officer, Petrochemicals at Inter Pipeline (since May 2022). Core credentials span senior leadership, chemicals industry operations/HSE, sustainability, and financial expertise; he serves as Independent Chair under NYSE independence standards, separate from the CEO role.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AdvanSix | Independent Chair of the Board; Director | 2016–present | Independent Board leadership; agenda setting, liaison to independent directors |
| Inter Pipeline | Chief Executive Officer, Petrochemicals | May 2022–present | Executive leadership in energy infrastructure; operations |
| NOVA Chemicals | President & CEO | 2015–2020 | Led global chemicals producer; board director 2015–2020 |
| NOVA Chemicals | SVP & CFO | 2009–2016 | Corporate finance leadership; capital structure, reporting |
| NOVA Chemicals | VP & CIO | 2006–2007 | Technology oversight and systems |
| NOVA Chemicals | Treasurer & VP Corporate Development | 2007–2009 | Corporate development, treasury |
| NOVA Chemicals | VP & Controller; Tax Compliance Specialist; Manager, Financial Services | Various (from 1985) | Management, accounting, financial roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inter Pipeline | Chief Executive Officer, Petrochemicals | May 2022–present | Executive role overseeing petrochemicals segment |
| NOVA Chemicals | Director | 2015–2020 | Board governance at private chemicals company |
Board Governance
- Structure: ASIX separates the Chair and CEO roles; Mr. Karran serves as Independent Chair, meets NYSE independence standards, sets agendas, chairs Board meetings, and leads independent director executive sessions.
- Committees: ASIX has Audit, Compensation & Leadership Development (C&LD), Nominating & Governance, and Health, Safety & Environmental (HS&E) Committees; all independent. Karran is not listed as a member of these committees in 2024/2025 rosters.
- Attendance: In 2024, the Board held 5 meetings; committees held 19. All directors then serving attended at least 80% of Board meetings and at least 88% of their committee meetings; all directors attended the 2024 Annual Meeting.
- Independence: Board annually reviews and affirmed all non‑employee directors (including the Chair) are independent under NYSE/SEC standards and enhanced committee criteria; no material relationships noted.
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (2024) | $90,000 for directors | |
| Independent Chair additional fee (2024) | $100,000 | |
| Fees earned (Todd Karran, 2024) | $190,000 | |
| Equity grant (2024) | RSUs valued at ~$105,000 grant-date fair value | |
| Stock awards (Todd Karran, 2024) | $104,993; 4,393 RSUs @ $23.90, granted June 11, 2024; vests June 11, 2025 | |
| Program update (2025) | Annual director equity grant increased to $120,000 | |
| Deferred Compensation Plan | Directors may defer up to 100% of cash fees; no Company contributions; AdvanSix stock unit fund until ownership guideline met; distributions in stock for stock unit fund. | |
| Ownership guideline | 5× base cash retainer ($450,000 in 2024); hold 100% of net shares until threshold met; Karran has met guideline as of April 1, 2025. |
Performance Compensation
- Non-employee directors receive time-vested RSUs; no performance-based equity (no PSUs/options) disclosed for directors. RSUs vest one year from grant (e.g., 2024 grant vests June 11, 2025).
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Inter Pipeline | CEO, Petrochemicals | No related-party transactions requiring disclosure since Jan 1, 2024. |
| NOVA Chemicals | Director (2015–2020) | Historical role; no current ASIX related-party transactions disclosed. |
- C&LD Committee Interlocks: In 2024, all C&LD members were independent; no interlocks or insider participation requiring related party disclosure; no reciprocal comp committee relationships by ASIX executives.
Expertise & Qualifications
- Skills matrix: Senior leadership; Industry; Operations/ESG/HS&E; Financial; Regulated industries; Public company board; CEO experience; Independent director.
Equity Ownership
| Holder | Common Stock (as of 4/1/2025) | Other Stock‑Based Holdings (DCP units) | Ownership % | Outstanding RSUs at 12/31/24 |
|---|---|---|---|---|
| Todd D. Karran | 44,303 | 31,705 | <1% of class (26,807,818 shares outstanding) | 4,393 (unvested; vests 6/11/2025) |
- Hedging/Pledging: Prohibited for all employees and directors; short sales and options trading also prohibited.
- Section 16 compliance: All required beneficial ownership filings were timely in 2024.
Governance Assessment
- Board effectiveness: Separation of Chair/CEO with Karran as Independent Chair strengthens oversight and independence, including executive sessions and agenda control. Attendance metrics support engagement.
- Alignment: Director pay mix balances cash and equity; RSUs with one-year vesting promote ownership and retention; ownership guideline (5× retainer) met by Karran indicates skin-in-the-game.
- Conflicts: No related-party transactions since Jan 1, 2024; annual independence review affirms no material relationships. External executive role at Inter Pipeline noted; no transactional ties disclosed with ASIX.
- Pay governance signals: Director equity increased to align with peer median; compensation consultants (Farient replacing Pearl Meyer in Sept 2024) deemed independent with no conflicts; hedging/pledging bans and clawback policy for executives reflect shareholder-friendly practices.
- Shareholder sentiment: Say‑on‑pay approved ~95% in 2024, indicating broad support for compensation framework and governance; though this pertains to executives, it signals investor confidence in board oversight.
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, attendance shortfalls, or director-specific pay anomalies. Monitor any potential information-flow conflicts from external executive roles; current disclosures show no transactions.