Independent
Tenure on this board
0.4 yrs
9 nominees · 3 ballot items.
Election of nine directors; ratification of PricewaterhouseCoopers LLP as independent registered public accountants for 2026; and an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers.
Election of nine director nominees to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as AdvanSix’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote asking stockholders to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy materials, effectively endorsing the Compensation Discussion and Analysis, summary tables and related disclosures. Management seeks this approval to confirm stockholder support for the Company’s pay-for-performance philosophy, which emphasizes variable compensation tied to both short-term operational metrics (adjusted EBITDA and leadership objectives) and long-term metrics (PSUs tied to cumulative EPS, ROI, FCF and an rTSR modifier). The Board and its Compensation and Leadership Development Committee argue that the mix of cash and equity, performance metrics, caps on payouts, clawback policy, ownership guidelines, and use of an independent compensation consultant align executive incentives with long-term stockholder value while mitigating excessive risk. The context includes strong prior stockholder support (approximately 98% approval in 2025) and specific program design changes in 2025—such as adding cumulative FCF to PSUs and increasing the rTSR modifier—that management views as strengthening alignment with cash generation and relative performance. Management also emphasizes governance safeguards: independent committee oversight, no hedging or pledging, double-trigger change-in-control vesting, and clawback provisions to address potential misconduct or accounting restatements. The advisory nature of the proposal means the Board is not legally bound by the vote, but it intends to consider the outcome and investor feedback in future compensation decisions. Given the company’s cyclical industrial-chemicals business and the difficulty of setting multi-year performance targets, the compensation design balances retention (through time-based RSUs and severance protections) with performance incentives, but shareholders should evaluate whether target and threshold levels, peer benchmarking, and rTSR comparators are appropriately calibrated to current market cyclicality. In sum, the proposal is a routine say-on-pay vote intended to secure a shareholder endorsement of the Board’s compensation policies and signal whether investors support the balance of risk, retention and pay-for-performance in the Company’s executive pay program.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.67% | 1,258,450 | $31M |
| 2 | AEGIS FINANCIAL CORP | 4.49% | 1,209,629 | $30M |
| 3 | AMERICAN CENTURY COMPANIES INC | 4.18% | 1,126,637 | $27M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.17% | 1,123,457 | $27M |
| 5 | BlackRock, Inc. | 3.86% | 1,041,903 | $25M |
| 6 | ALLIANCEBERNSTEIN L.P. | 3.23% | 870,976 | $15M |
| 7 | BlackRock, Inc. | 2.96% | 796,761 | $19M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.70% | 728,292 | $18M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.58% | 696,362 | $17M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.35% | 633,273 | $15M |
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