DEF 14A of Advanced Drainage Systems, Inc., Jun 7, 2023

DEF 14A of Advanced Drainage Systems, Inc.

Filed Jun 7, 2023 · FY20230001604028-23-000024

Open on EDGAR

  1. TABLE OF CONTENTS

    | | Page | | Letter to Stockholders | i | | Notice of Annual Meeting of Stockholders | ii | | Proxy Statement | 1 | | Questions and Answers About This Proxy Statement and the Annual Meeting | 1 | | FISCAL YEAR HIGHLIGHTS | 4 | | Business Performance/Fiscal Year Achievements | 4 | | ESG Strategic Initiatives | 4 | | CORPORATE GOVERNANCE | 5 | | Corporate Governance Highlights | 5 | | Proposal One: Election of Directors | 5 | | Board Oversight Responsibilities | 12 | | Board Independence | 12 | | Director Skills, Qualifications and Experience | 13 | | Board Diversity and Renewal | 14 | | Board and Director Evaluation Process | 14 | | Review of Director Nominees | 14 | | Board Meetings and Attendance | 15 | | Committees of the Board | 15 | | Board Leadership | 18 | | Director Compensation | 18 | | Director Stock Ownership Policy | 19 | | Directors' Service on Other Public Boards | 20 | | Engagement with Stockholders and Governance Improvements | 20 | | Sustainability Oversight | 20 | | Corporate Governance Guidelines | 20 | | Majority Voting Standard for Directors | 21 | | Codes of Business Conduct and Ethics | 21 | | How You May Communicate with Directors | 21 | | COMPENSATION DISCUSSION AND ANALYSIS | 21 | | Certain Information Regarding Our Executive Officers | 21 | | Executive Compensation Highlights – Fiscal Year 2023 | 23 | | Named Executive Officers | 24 | | Executive Compensation Program Overview | 24 | | Benefits and Executive Perquisites | 34 | | Other Executive Compensation Policies and Practices | 35 | | Accounting and Tax Considerations | 36 | | Compensation and Management Development Committee Report | 36 | | Compensation Outcomes for 2023 | 37 | | Pay-Versus-Performance | 41 | | Employment Agreements | 43 | | Equity-Based Incentive Plans | 48 | | AUDIT COMMITTEE MATTERS | 51 | | Proposal Two: Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2024 | 51 | | Other Independent Registered Public Accounting Firm Information | 52 | | Report of the Audit Committee | 53 | | STOCK OWNERSHIP INFORMATION | 54 | | Security Ownership of Certain Beneficial Owners and Management | 54 | | Equity Compensation Plan Information | 55 | | Certain Relationships and Related-Party Transactions | 55 | | Delinquent Sections 16(A) Reports | 56 | | Proposal Three: Advisory Vote on Executive Compensation | 56 | | STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING | 57 | | Miscellaneous | 57 |

  2. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS

  3. Director Election Process

    Director Election Process Our business and affairs are managed under the direction of our Board. We currently have twelve directors. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal. Our Board is fully declassified, and all our directors are up for election annually. Previously, directors served staggered terms of three years each. Beginning at the 2021 Annual Meeting, directors were nominated and elected for staggered one-year terms, with full implementation of declassification at the 2023 Annual Meeting. The terms of all our directors are set to expire upon the election and qualification of successor directors at the 2023 Annual Meeting. At the 2023 Annual Meeting, all directors will stand for election to serve one-year terms. Our Board considers many methods for identifying and evaluating nominees for director, establishes plans for any anticipated vacancies, and regularly reviews the appropriate size of the Board. When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy their oversight responsibilities effectively in light of our business and structure, our Board focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. We also value the experience that our directors bring from their service on other boards.

  4. 2023 Nominees for Election to the Board of Directors

    2023 Nominees for Election to the Board of Directors The directors to be elected at the 2023 Annual Meeting will each serve a term that expires at the 2024 Annual Meeting. The Board has nominated Messrs. Barbour, Coleman, Eversole, Fischer, Haney, Jones, Nelson, Perez de la Mesa and Seetharam, and Mses. Chaibi, Fratto and Gast for re-election at the 2023 Annual Meeting. All of the nominees have indicated a willingness to stand for re-election and to serve if re-elected. The information below states the name of each nominee for director, his or her age, a listing of present and previous employment positions, the year in which he or she first became a director of the Company, the committees on which each serves, other board directorships held and key qualifications, experiences, attributes or skills that led to the conclusion by the Board that he or she should serve as a director.

  5. 2023 Nominees for Election to the Board of Directors

    | | D. Scott Barbour Director, President and CEO Director Since: 2017 Age: 61 |

  6. 2023 Nominees for Election to the Board of Directors

    Mr. Barbour is our Chief Executive Officer and President and has served in such capacity since 2017. Prior to joining the Company, from 1989 to 2016, he held a variety of roles of within several business units for Emerson Electric Co., including as President and CEO of its Network Power business. He began his career at Colt Industries, where he worked as a product engineer. Mr. Barbour has served on the board of Allison Transmissions Holdings, Inc. (NYSE: ALSN) since 2022. Mr. Barbour has a B.S. in Mechanical Engineering from Southern Methodist University and a Master of Business Administration from the Owen Graduate School of Management, Vanderbilt University.

  7. Skills and Qualifications

    Skills and Qualifications Mr. Barbour’s extensive executive leadership experience in industrials, marketing, sales and engineering industries and experience in strategy and innovation make him qualified to serve as a member of our Board.

  8. Skills and Qualifications

    | | Anesa T. Chaibi Independent Director Director Since: 2020 Age: 57 | Committees: Audit Sustainability |

  9. Professional and Board Experience

    Professional and Board Experience Ms. Chaibi was formerly the President and Chief Executive Officer of CoolSys, Inc., a market-leading refrigeration and HVAC service provider from 2021 through February 2023. From 2019 to 2021, Ms. Chaibi served as an industry advisor in the Industrial and Business Services Group with Warburg Pincus. Prior to that role, Ms. Chaibi was the Chief Executive Officer and a director of Optimas OE Solutions, LLC from 2016 to 2019. From 2005 to 2015, Ms. Chaibi served as President and Chief Executive Officer of HD Supply Facilities Maintenance, a division of HD Supply Holdings, Inc. Prior to this role, Ms. Chaibi held a variety of roles of within several business units at General Electric from 1989 to 2005. Mr. Chaibi has served on the board of RegalRexnord Corporation (NYSE: RRX) since 2014. She also currently serves as a Board Leadership Fellow of the National Association of Corporate Directors. Ms. Chaibi has previously served on the board of Warburg Pincus Capital Corporation I-A (NYSE: WPCA-UN) between 2021 and 2023. Ms. Chaibi has a B.S. in Chemical Engineering from West Virginia University and an M.B.A. from the Fuqua School of Business at Duke University. Ms. Chaibi's executive leadership experience, engineering background, and experience in manufacturing industries and corporate governance knowledge make her qualified to serve as a member of our Board.

  10. Professional and Board Experience

    | | Michael B. Coleman Independent Director Director Since: 2018 Age: 68 | Committees: Compensation & Management Development Sustainability (Chair) |

  11. Professional and Board Experience

    Mr. Coleman is a partner at Ice Miller, specializing in government relations law and economic real estate development and has served in such capacity since 2016. From 2000 to 2015, Mr. Coleman served as Mayor of Columbus, Ohio, the first African-American mayor and the longest-serving mayor in Columbus history. From 1997 to 1999, Mr. Coleman served as City Council President for Columbus, Ohio and was a member of City Council from 1992 to 1999. Prior to his term as Mayor, Mr. Coleman was a partner with the law firm of Schottenstein Zox & Dunn LLP from 1990 to 1998. Mr. Coleman has a B.S. in Political Science from the University of Cincinnati and a J.D. from the University of Dayton School of Law.

  12. Skills and Qualifications

    Skills and Qualifications Mr. Coleman’s significant legal background, his knowledge of economic development and real estate development and familiarity with state and local contracting matters and his extensive involvement in the public policy sectors make him qualified to serve as a member of our Board.

  13. Skills and Qualifications

    | | Robert M. Eversole Board Chair Independent Director Since: 2008 Age: 61 | Committees: Compensation & Management Development Nominating & Corporate Governance |

  14. Professional and Board Experience

    Professional and Board Experience Mr. Eversole is a Managing Partner of Stonehenge Partners, Inc., a private equity firm, and has served in such capacity since 2007. Prior to joining Stonehenge Partners, Mr. Eversole held a variety of roles of within several business units at Fifth Third Bank between 1984 to 2007, most recently as President and Chief Executive Officer of Fifth Third Bank, Central Ohio. He also served as Regional President for Fifth Third Bancorp affiliate banks in Western Ohio, Central Florida and Ohio Valley and was a member of the Fifth Third Bancorp Operating Committee. Mr. Eversole currently serves on the boards of Davlyn Group and True North Asphalt. Mr. Eversole previously served on the boards of Fifth Third Bank, Central Ohio, Fifth Third Bank, South Florida, United Retirement Plan Consultants, Inc. and Red Capital Group. Mr. Eversole has a B.S. in Accounting and Finance from The Ohio State University and has completed a number of executive education programs. Mr. Eversole’s extensive background in private equity and commercial banking, his expertise on financial matters and his extensive leadership and investment experience across a broad range of industries, including manufacturing and construction-related, make him qualified to serve as a member of our Board.

  15. Professional and Board Experience

    | | Alexander R. Fischer Independent Director Director Since: 2014 Age: 56 | Committees: Audit Nominating & Corporate Governance (Chair) |

  16. Professional and Board Experience

    Mr. Fischer is the founder of Alex R. Fischer and Company, which offers strategic advisory services on corporate strategy, real estate development and economic development, operating in such capacity since 2021. He is also Partner with The New Albany Company which is the master developer for over 20,000 acres of mix used development. From 2009 to 2021, he was the President and CEO of the Columbus Partnership. From 2002 to 2009, Mr. Fischer worked at Battelle Memorial Institute in multiple roles, including as Senior Vice President for Business and Commercialization, and worked as Commissioner of Economic Development, Deputy Governor and the Chief of Staff for the State of Tennessee from 1997 to 2002. Mr. Fischer currently serves on the boards of Nationwide Children’s Hospital, White Oak Partners, Andelyn Biosciences and the Columbus Downtown Development Corporation. He previously served on the board of trustees for The Ohio State University. Mr. Fischer has a B.S. in Economics and Public Administration from the University of Tennessee and a Master’s of Science in Urban Planning and Economic Development from the University of Tennessee.

  17. Skills and Qualifications

    Skills and Qualifications Mr. Fischer’s executive leadership experience, his knowledge of real estate, economic development, commercialization and the knowledge he has gained from his extensive involvement in the public policy sectors make him qualified to serve as a member of our Board.

  18. Skills and Qualifications

    | | Tanya D. Fratto Independent Director Director Since: 2013 Age: 62 | Committees: Audit Nominating & Corporate Governance |

  19. Professional and Board Experience

    Professional and Board Experience Ms. Fratto was formerly the Chief Executive Officer of Diamond Innovations, Inc., a world-leading manufacturer of industrial diamonds and cubic boron nitride used in oil and gas, infrastructure, automotive, aerospace, and electronics industries, from 2000 to 2011. Prior to joining Diamond Innovations, from 1983 to 2000, Ms. Fratto held a variety of roles of within several business units for General Electric, including in areas of product management and operations, and supply chain management. Ms. Fratto currently serves on the board of Ashtead Group Plc and previously served on the boards of Global Plc and Mondi Group Plc. Ms. Fratto holds a B.S. in Electrical Engineering from the University of South Alabama. Ms. Fratto’s extensive executive leadership experience, engineering background, and her operations and logistics experience in various manufacturing industries make her qualified to serve as a member of our Board.

  20. Professional and Board Experience

    | | Kelly S. Gast Independent Director Director Since: 2022 Age: 56 | Committees: Audit Sustainability |

  21. Professional and Board Experience

    Ms. Gast is Senior Vice President and Chief Financial Officer for Bayer Crop Science, a division of Bayer AG, a multinational pharmaceutical and life sciences company, and one of the leading agricultural companies in the world. In this role, she is a member of the Crop Science Executive Leadership Team and has served in such capacity since 2021. From 2018 to 2021, she served as Chief Financial Officer for Bayer US. Prior to joining Bayer Crop Science, from 2011 to 2018, Ms. Gast served as the Vice President of Commercial Finance for Monsanto Company. Prior to 2018, Ms. Gast held a variety of roles in increasing responsibility within several business units at Monsanto Company, beginning in 1995. Ms. Gast has a B.A. in Economics from the University of Illinois at Champaign-Urbana and received a certified public accountant certificate.

  22. Skills and Qualifications

    Skills and Qualifications Ms. Gast’s executive leadership experience and her expertise on financial accounting matters make her qualified to serve as a member of our Board.

  23. Skills and Qualifications

    | | M.A. (Mark) Haney Independent Director Director Since: 2014 Age: 68 | Committees: Audit Compensation & Management Development |

  24. Professional and Board Experience

    Professional and Board Experience Mr. Haney was formerly the Executive Vice President of Olefins and Polyolefins of Chevron Phillips Chemical Company LP, a chemical producer, until 2012. Prior to that role, he held a variety of roles within several business units for Chevron Phillips Chemical Company since 1977, including as Senior Vice President, Specialties, Aromatics and Styrenics from 2008 to 2010. Mr. Haney also served as Vice President of Polyethylene and Polypropylene and President of Performance Pipe. Prior to joining Chevron Phillips Chemical Company, Mr. Haney held numerous management positions with Phillips Petroleum Company, including as Business and Operating Manager of refining, chemical operations and pipelines. Mr. Haney formerly served as a director of Phillips 66 Partners. Mr. Haney has a B.S. in Organic Chemistry from West Texas University. Mr. Haney’s extensive executive leadership experience and his understanding of the petro-chemicals industry and the raw materials used in our products make him qualified to serve as a member of our Board.

  25. Professional and Board Experience

    | | Ross M. Jones Independent Director Director Since: 2018 Age: 58 | Committees: Compensation & Management Development |

  26. Professional and Board Experience

    Mr. Jones is a Managing Director at Berkshire Partners LLC (“Berkshire”) and has served in such capacity since 2000. During Mr. Jones’ career at Berkshire, he has worked with many companies across a wide range of industries, including advising the Company over a 10-year period prior to its public offering. Prior to joining Berkshire Partners in 1993, Mr. Jones worked at a start-up merchant bank, Bain & Co. from 1989 to 1991 and in the Investment Banking Division of Morgan Stanley & Co. Mr. Jones currently serves on the boards of Asurion Corp and Crossfit, LLC, and previously served on a number of boards including Melissa & Doug, Torres Unidas, Bare Escentuals, Inc. and Carter’s, Inc. Mr. Jones has a B.A. from Dartmouth College and a M.B.A. from Stanford University Graduate School of Business.

  27. Skills and Qualifications

    Skills and Qualifications Mr. Jones’ substantial business experience and extensive knowledge of financial services make him qualified to serve as a member of our Board.

  28. Skills and Qualifications

    | | Carl A. Nelson, Jr. Independent Director Director Since: 2016 Age: 78 | Committees: Compensation & Management Development (Chair) |

  29. Professional and Board Experience

    Professional and Board Experience Mr. Nelson was formerly a partner with Arthur Andersen, LLP, where he served as Managing Partner of the Columbus, Ohio office and was the leader of the firm’s consulting services for the products industry in the United States until 2002. Mr. Nelson has also taught in the MBA and executive education programs at The Ohio State University and is a member of the Dean’s Advisory Council for the Fisher College of Business at The Ohio State University. Mr. Nelson has served on the Board of Worthington Industries (NYSE: WOR) since 2003. Mr. Nelson has a B.S. in Accounting from The Ohio State University and a Masters of Business Administration from the University of Wisconsin and is a Certified Public Accountant (retired). Mr. Nelson’s public company accounting expertise and his years of experience as a business consultant on a variety of projects involving strategic planning, acquisitions, financial matters and executive coaching make him qualified to serve as a member of our Board.

  30. Professional and Board Experience

    | | Manuel Perez de la Mesa Independent Director Director Since: 2019 Age: 66 | Committees: Audit (Chair) Compensation & Management Development |

  31. Professional and Board Experience

    Mr. Perez de la Mesa was formerly the President and Chief Executive Officer of Pool Corporation, a global wholesale distributor of swimming pool equipment, parts and supplies, and related outdoor living products, from 2001 to 2018. From 1999 to 2001, he served as Pool Corporation’s President and Chief Operating Officer. Prior to joining Pool Corporation, he gained extensive general, financial and operations management experience with Watsco, Inc., Fresh Del Monte Produce B.V., International Business Machines Corp., and Sea-Land Service Inc./R.J. Reynolds, Inc. Mr. Perez de la Mesa has served on the board of Pool Corporation (NASDAQ: POOL) since 2001 and as its Vice Chairman since 2019. He also currently serves on the boards of BCPE Empire Topco, Inc., BCPE Ulysses Investor L.P., Bution Holdings 1, LLC and Hamilton HoldCo, LLC. Mr. Perez de la Mesa has a B.A. in Business Administration from Florida International University, a Master of Business Administration from St. John's University (NY), was licensed as a Certified Public Accountant, and also was a Certified Management Accountant.

  32. Skills and Qualifications

    Skills and Qualifications Mr. Perez de la Mesa’s executive leadership experience and practical experience in industrial manufacturing, operations and distribution make him qualified to serve as a member of our Board.

  33. Skills and Qualifications

    | | Anil Seetharam Independent Director Director Since: 2021 Age: 44 | Committees: Nominating & Corporate Governance Sustainability |

  34. REVIEW OF DIRECTOR NOMINEES

    REVIEW OF DIRECTOR NOMINEES Our nominating and corporate governance committee maintains a rigorous director nomination process, which allows us to identify potential nominees based on a set of criteria developed in accordance with our strategic needs at the time of recruitment. In identifying and evaluating director candidates, the nominating and corporate governance committee first considers the Company’s developing needs and desired characteristics of a new director, as determined from time to time by the nominating and corporate governance committee. In the recruitment process, the nominating and corporate governance committee, with the assistance of independent advisers as needed, assesses the strategic needs of the Board in terms of backgrounds and qualifications, including the following: business, strategic, and financial skills; independence, integrity, and time availability; diversity of gender, race, and other personal characteristics; and overall experience in the context of the Board’s needs. This process is supplemental to the annual Board evaluation process and helps our Board make recruitment and succession planning decisions that sustain and improve its capacity, diversity, and independence.

  35. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In fiscal year 2023, with the assistance of Willis Towers Watson (WTW), we revised the structure of our Board compensation. Below is a summary of the structure of our Board compensation program design. Cash Retainer Each non-employee director receives a $100,000 annual cash retainer for their service on the Board and committees. The chair of each committee of our Board receives an additional cash retainer. The chair of the compensation and management development committee, sustainability committee, and the nominating and corporate governance committee receive an annual cash retainer of $20,000. The annual cash retainer for the chair of our audit committee for serving in that capacity is $30,000. The annual cash retainer for our Chair of the Board for serving in that capacity is $90,000. None of our directors receive meeting fees in addition to these retainers. Stock Awards and Stock in Lieu of Cash Retainer Each non-employee director receives shares of restricted stock in an amount equal to $125,000 at the date of grant that will vest on the one-year anniversary of the grant date, subject to cancellation and forfeiture of unvested shares upon termination of service with our Board (the “Director Stock Awards”). Such shares would be issued pursuant to the 2017 Omnibus Incentive Plan. Our Chair of the Board receives an amount equal to $40,000 at the date of the grant that will vest on the one-year anniversary of the grant date. Each non-employee director is also provided the option to receive their annual cash retainer of $100,000 in the form of shares of restricted stock under the 2017 Omnibus Incentive Plan in an amount equal to $100,000 (“Stock in Lieu of Cash Awards”), subject to the same vesting parameters as the Director Stock Awards. For fiscal year 2023, Messrs. Eversole, Jones, Nelson, Perez de la Mesa and Seetharam and Ms. Gast elected to receive Stock in Lieu of Cash Awards. Director Stock Awards and Stock in Lieu of Cash Awards are to be made on the date of the annual meeting of the Company’s stockholders, are valued as of the grant date and are subject to forfeiture in the event that the Director ceases to serve as a Director during the one-year vesting period. Expense Reimbursement Non-employee directors will also continue to receive reimbursement of all reasonable travel and other expenses for attending meetings of our Board or other Company-related functions.

  36. Fiscal Year 2023 Director Compensation

    Fiscal Year 2023 Director Compensation The following table summarizes the total compensation earned by each of our directors for fiscal year 2023.

  37. Fiscal Year 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(8) | All Other Compensation ($) | Total ($) | | D. Scott Barbour | — | — | — | — | | Robert M. Eversole (1) | 70,000 | 294,027 | — | 364,027 | | Tanya D. Fratto (2) | 100,000 | 138,767 | — | 238,767 | | Alexander R. Fischer (3) | 120,000 | 138,767 | — | 258,767 | | M.A. (Mark) Haney (2) | 100,000 | 138,767 | — | 238,767 | | C. Robert Kidder (4) | 63,333 | — | — | 63,333 | | Anesa T. Chaibi (2) | 100,000 | 138,767 | — | 238,767 | | Carl A. Nelson, Jr. (5) | 20,000 | 249,740 | — | 269,740 | | Michael B. Coleman (6) | 120,000 | 138,767 | — | 258,767 | | Anil Seetharam (2) | — | 249,740 | — | 249,740 | | Ross M. Jones (2) | — | 249,740 | — | 249,740 | | Manuel J. Perez de la Mesa (7) | 20,000 | 249,740 | — | 269,740 | | Kelly S. Gast (2) | — | 249,740 | — | 249,740 |

  38. Fiscal Year 2023 Director Compensation

    (1) Represents quarterly payment of annual retainer for serving as Chair and member of our Board and for serving as our lead independent director following the 2022 Annual Meeting. (2) Represents quarterly payments of annual retainer for membership on our Board. (3) Represents quarterly payment of annual retainer for membership on our Board and for serving as chairperson of the nominating and corporate governance committee. (4) Represents quarterly payment of annual retainer for serving as chairman and member of our Board and serving as our lead independent director until his retirement at the 2022 Annual Meeting. (5) Represents quarterly payments of annual retainer for membership on our Board and for serving as chairperson of the compensation and management development committee. (6) Represents quarterly payments of annual retainer for membership on our Board and for serving as chairperson of the sustainability committee. (7) Represents quarterly payments of annual retainer for membership on our Board and for serving as chairperson of the audit committee. (8) Each of Messrs. Eversole, Nelson, Jones, Perez de la Mesa and Seetharam, and Ms. Gast elected to receive shares of restricted stock in lieu of their $100,000 annual retainer paid in cash for membership on our board of directors. See above under "— Stock Awards and Stock in Lieu of Cash Retainer." The number of shares of common stock granted in lieu of cash compensation will be based on the aggregate grant date fair value of our common stock computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. These awards will be made on the date of the annual meeting of the Company's stockholders. The awards will be valued as of the grant date and will vest on the one-year anniversary of the grant date.

  39. EXECUTIVE COMPENSATION HIGHLIGHTS – FISCAL YEAR 2023

    We continue to believe our compensation practices and our overall level of executive compensation are competitive when compared to our peer group and reflect our commitment to shareholder alignment and performance-based pay. The majority of each NEO’s target compensation has been and continues to be at-risk. Consistent with this policy, the compensation delivered to our executives in fiscal 2023 is indicative of our strong performance in the market and as compared to our peer group.

  40. Executive Compensation Philosophy and Objectives

    | Philosophy | | •Link the equity compensation of our executives to the sustained value they create for our stockholders •Place greater emphasis on variable pay versus fixed pay •Performance should predominantly drive compensation •In establishing compensation levels, we consider the competitive range for similar executive roles and largely view the competitive market range as between the 25th percentile and the 75th percentile of our Compensation Peer Group. As a general rule, we strive to position total compensation levels within this market range while also recognizing the individual performance, experience, and skills of our NEO’s drive our compensation decisions |

  41. Key Groups in Determining Executive Compensation

    | Outside Executive Compensation Consultant | | •During fiscal year 2023, with the consent of the Committee, management continued to engage the services of WTW, an independent executive compensation consultant •WTW consulted with the Committee regarding: competitive pay levels for management and the Board; trends, regulatory developments, and incentive plan design WTW has been consulting with the Committee since the Company went public in 2014. The Committee has considered the factors cited by the SEC as key determinants of an advisor’s independence and determined that the work performed does not present any conflicts of interest. |

  42. Executive Compensation Benchmarking Peer Group

    Executive Compensation Benchmarking Peer Group The Company uses a customized compensation peer group, developed in collaboration with its executive compensation consultant, to provide insight into prevalent program design and compensation levels. Each year, the peer group is reviewed by the Committee. For fiscal year 2023, the Committee determined an update to the peer group was appropriate to account for the Company’s growth and ongoing mergers and acquisitions in our sector, to recalibrate the range of sizes (revenue, assets and enterprise value) represented by the peers. Tables below summarize our updated customized peer group.

  43. Executive Compensation Benchmarking Peer Group

    | •A. O. Smith Corporation •Allegion plc [New] •American Woodmark Corporation •Atkore International Group Inc. •Carlisle Companies Inc. [New] •Cornerstone Building Brands, Inc. •Forterra, Inc. •Fortune Brands [New] •Graco Inc. •Griffon Corporation | •JELD-WEN Holding, Inc. •Lennox International [New] •Masonite International Corporation •Patrick Industries, Inc. •Simpson Manufacturing Co., Inc. •Summit Materials, Inc. •Trex Company, Inc. •Watts Water Technologies, Inc. •Xylem Inc. [New] |

  44. Executive Compensation Benchmarking Peer Group

    In general, these companies come from the building products, machinery, or construction materials industries and are likely to be attracting and retaining talent with similar experience and skills to that of our Company. The median annual revenue of these companies ($2.9 billion) reflects a range of $1.2 billion to $7.7 billion. Five companies were removed from the custom peer group for fiscal year 2023 including Apogee Enterprises, Inc., Armstrong World Industries, Inc., Louisiana-Pacific Corporation, Mueller Water Products, Inc., and U.S. Concrete, Inc.

  45. Components of Executive Compensation – Fiscal Year 2023

    Components of Executive Compensation – Fiscal Year 2023 The Committee has responsibility for determining all elements of compensation granted to the NEOs and reviews each element of compensation, as well as the relative mix and weighting of elements, on an annual basis. Key Executive Pay Elements – Fiscal Year 2023 The chart below summarizes the key pay elements for our NEOs during fiscal year 2023. Each element is described in further detail below on the following pages. Base Pay The base salary element of our compensation program is designed to be competitive with compensation paid to similarly- situated, competent, and skilled executives. This element of pay serves as the foundation for the executive compensation program. Our NEOs are covered by employment agreements and, accordingly, we pay annual base salaries initially as set forth in these agreements. On an annual basis, the Committee reviews base salaries for the NEOs using the following factors in its determination of changes: •Performance relative to the pre-established goals and objectives in the executive’s areas of responsibility; •Competitive base salary levels of similar positions in the compensation peer group; •Trends in base salary increases in the compensation peer group; •Executive’s overall contribution to the business strategy and our growth objectives, individual performance and potential for future contributions; and •Current economic environment. The CEO, with input from the human resources department, proposes base salary increases, if any, for all NEOs, excluding himself, based on the above criteria. His proposal is subject to review and approval (with or without modifications) by the Committee. Changes to the CEO’s base salary are initiated and approved by the Committee directly, subject to the review and final approval of our Board. The base salaries of each of our NEO’s for fiscal 2023 were changed effective June 1, 2022. Salary levels as follows as of March 31, 2023:

  46. Components of Executive Compensation – Fiscal Year 2023

    Annual Incentive Compensation Our annual incentive program provides cash incentive opportunities for our NEOs based on the Company’s financial performance as well as individual performance. The Committee believes the following measures and weighting reflect key value drivers for purposes of establishing payouts under the Annual Incentive Plan:

  47. Components of Executive Compensation – Fiscal Year 2023

    •Adjusted EBITDA - EBITDA before stock based compensation expense, non-cash charges and certain other expenses •Net Sales - Sales net of allowances for returns, rebates, discounts, and taxes collected concurrently with revenue-producing activities •Individual Performance - Performance of the executives in relation to their annual performance objectives and demonstrated leadership By tying a significant portion of the executive’s total annual cash compensation to annual variable pay we believe we are further reinforcing our pay for performance culture and focusing our executives on critical short-term financial and operational objectives, which also supports our long-term financial goals. Establishing Annual Incentive Target Payouts Under the Annual Incentive Plan, target payouts for each NEO are reviewed on an annual basis and compared against the compensation peer group. The CEO, with input from the human resources department, proposes annual targets for all NEOs, excluding himself, based on the performance measures. His proposal is subject to review and approval (with or without modifications) by the Committee. Changes to Mr. Barbour’s targeted payout from the Annual Incentive Plan are initiated and approved by the Committee directly, subject to the review and final approval of our Board. Our established targets enhance the alignment of our pay-for-performance and stockholder alignment principles. The annual incentive targets for fiscal year 2023 as a percentage of salary are as follows:

  48. Components of Executive Compensation – Fiscal Year 2023

    Business Performance Levels in Annual Incentive Plan – Messrs. Barbour, Cottrill, Harvey & Talley As reflected in the table below, threshold, target, and maximum performance levels were established based on the Committee’s assessment of performance targets that appropriately drive and reward achievement of growth versus our prior year performance levels. The performance levels established for the non-individual metrics in the Plan for fiscal 2023 were as follows: •Target performance levels, which earn a 100% payout, reflect a 16% improvement versus fiscal year 2022 actual results for Adjusted EBITDA and 21% for Net Sales. •Threshold performance levels, which earn a 50% payout, reflect a 8% improvement over fiscal year 2022 actual results for Adjusted EBITDA and Net Sales. •Maximum performance levels, which earn a 200% payout, reflect a 23% improvement versus fiscal year 2022 actual results for Adjusted EBITDA and 29% for Net Sales.

  49. Components of Executive Compensation – Fiscal Year 2023

    | | | Business Performance Levels – FY23 (000’s) | | | | Business Performance Measures | Measure Weighting | Threshold | Target | Max | | Adjusted EBITDA | 60% | $730,000 | $820,105 | $870,000 | | Net Sales | 20% | $2,985,000 | $3,200,194 | $3,400,000 | | | Payout %’s | 50% | 100% | 200% |

  50. Components of Executive Compensation – Fiscal Year 2023

    Business Performance Levels in Annual Incentive Plan – Mr. Moore As reflected in the table below, threshold, target, and maximum performance levels were established for the Infiltrator Adjusted EBITDA metric based on national housing statistics provided by the U.S. Census Bureau and U.S. Department of Housing and Urban Development. While this relational incentive feature is unique to Infiltrator, the Committee believes this plan design, in place at the time of the acquisition, continues to reflect a key value driver for purposes of establishing annual cash incentive opportunity for Mr. Moore.

  51. Components of Executive Compensation – Fiscal Year 2023

    | | | Business Performance Levels – FY23 (000’s) | | | | Business Performance Measures | Measure Weighting | Threshold | Target | Max | | Infiltrator EBITDA | 70% | | | | | Market Outcome 0% - 5% | | $207,500 | $233,000 | $247,000 | | Market Outcome 5% - 12% | | $218,000 | $245,000 | $260,000 | | Market Outcome > 12% | | $225,250 | $253,000 | $268,200 | | ADS Adjusted EBITDA | 10% | $730,000 | $820,105 | $870,000 | | | Payout %’s | 50% | 100% | 200% |

  52. Components of Executive Compensation – Fiscal Year 2023

    Annual Incentive Performance Payouts – Messrs. Barbour, Cottrill, Harvey, Talley Fiscal year 2023 included record financial performance in the legacy ADS business, while Infiltrator Water Technologies performance was impacted by the decrease in residential housing markets. The performance levels for the non-individual metrics in the ADS Annual Incentive Plan for fiscal year 2023 are listed below.

  53. Components of Executive Compensation – Fiscal Year 2023

    | | | Business Performance – FY23 (000’s) | | | | | | Business Performance Measures | Measure Weighting | Threshold | Target | Max | Fiscal Year 2023 | Payout % of Target | | Adjusted EBITDA | 60% | $730,000 | $820,105 | $870,000 | $903,962 | 200% | | Net Sales | 20% | $2,985,000 | $3,200,194 | $3,400,000 | $3,071,121 | 70% | | | Payout %’s | 50% | 100% | 200% | | |

  54. Components of Executive Compensation – Fiscal Year 2023

    | | | Business Performance – FY23 (000’s) | | | | | | Business Performance Measures | Measure Weighting | Threshold | Target | Max | Fiscal Year 2023 | Payout % of Target | | Infiltrator Adjusted EBITDA | 70% | $218,000 | $245,000 | $260,000 | $201,198 | –% | | ADS Adjusted EBITDA | 10% | $730,000 | $820,105 | $870,000 | $903,962 | 200% | | | Payout %’s | 50% | 100% | 200% | | |

  55. Components of Executive Compensation – Fiscal Year 2023

    | Named Executive Officer | Overall Target Annual Incentive Award ($) | FY23 Business Performance Payout ($) | FY23 Individual Performance Payout ($) | FY23 Total Annual Incentive Payout ($) | Approved Payout % vs. Target | | D. Scott Barbour | $1,100,000 | $1,474,023 | $240,977 | $1,715,000 | 156% | | Scott A. Cottrill | $480,250 | $643,545 | $103,734 | $747,279 | 156% | | Roy E. Moore, Jr. | $374,500 | $74,900 | $80,892 | $155,792 | 42% | | Darin S. Harvey | $306,600 | $410,850 | $65,613 | $476,463 | 155% | | Kevin C. Talley | $299,600 | $401,470 | $64,714 | $466,184 | 156% |

  56. Components of Executive Compensation – Fiscal Year 2023

    Long-Term Incentive Compensation Our long-term incentive compensation program is an integral part of an executive’s total compensation and provides awards for creating and delivering long-term value for our stockholders. •Ensure NEOs’ financial interests are aligned with our stockholders’ interests; •Motivate decision-making that drives long-term value; •Recognize and reward superior financial performance of our company; and •Provide a retention element to our compensation program. Since fiscal year 2019, the long-term incentive program design has included three equity components; performance- based award, non-qualified stock options and time-based restricted stock. The table below outlines the weighting of these three design elements.

  57. Components of Executive Compensation – Fiscal Year 2023

    | Long-Term Equity Component | Weighting | | Performance-Based Award | 50% | | Restricted Stock | 25% | | Non-Qualified Stock Options | 25% |

  58. Components of Executive Compensation – Fiscal Year 2023

    The Compensation Committee believes the blend of performance and time based awards represents a balanced method of motivating and rewarding executives and further strengthens the alignment with the market and our stockholders. Establishing Long-Term Incentive Target Payouts In determining the value of the long-term incentive award for an executive, the Committee considers prevalent market data from our peer group provided by the executive compensation consultant, as well as the subjective assessment of each NEO’s overall contribution to the business performance, strategic importance to our growth objectives, and individual performance and potential for future contributions. The CEO, with input from the human resources department, proposes long-term incentives, if any, for our NEOs, excluding himself, based on the criteria described above. His proposal is subject to review and approval (with or without modifications) by the Committee. The long-term incentive, if any, for the CEO is initiated and approved by the Committee directly, subject to the review and final approval of our Board. The value of long-term incentive awards granted in fiscal year 2023 are included in the Summary Compensation Table. Long-Term Incentive Plan - Performance Based Awards The performance-based awards under the long-term incentive plan are based upon the company’s actual financial business performance for the designated three-year performance period versus the performance targets approved by the Compensation Committee. The business performance targets are structured with a threshold, target and maximum level. The incentive opportunities for the participant under the long-term incentive performance-based awards are outlined below. •Target performance earns a 100% payout; and •Threshold performance earns a 50% payout; and •Maximum performance earns a 200% payout If the performance level falls between threshold and target or between target and maximum, the award is linearly interpolated. Earned incentives, if any, are made in a reasonable time following the approval by the Compensation Committee. Calculation of company results and attainment of performance measures are made solely by the Compensation Committee based upon the Company’s consolidated financial statements. The Compensation Committee determines appropriate changes and adjustments and may make adjustments for other unusual or non-recurring events, including, without limitation, changes in tax and accounting rules and regulations, extraordinary gains and losses, one-time mergers and acquisitions, and purchases or sales of substantial assets, etc. For the three-year performance period ending on March 31, 2025, the Compensation Committee approved Cash Flow from Operations and Return on Invested Capital as the performance measures. These are two key measures of the company’s long-term value creation strategy. •Cash Flow from Operations – For the three-year performance period ending March 31, 2025, performance in Cash Flow from Operations will be based upon actual cumulative Cash Flow from Operations over the three-year performance period against the targets approved by the Compensation Committee. •Return on Invested Capital – For the three-year performance period ending March 31, 2025, performance in Return on Invested Capital will be based upon the average Return on Invested Capital over the three-year performance period against the targets approved by the Compensation Committee. At the beginning of each fiscal year, the Compensation Committee reviews whether to change the performance-based incentive component (e.g., transition from performance share units to performance cash) and/or the business performance measures (e.g., Cash Flow from Operations, etc.) used under the long-term incentive performance award with input from management and the compensation consultant. Beginning in the three-year period ending March 31, 2024, Free Cash Flow (FCF) was replaced with Cash Flow from Operations as a performance measure in the plan. Long-Term Incentive Plan - Performance Based Awards for Three-Year Period Ending March 31, 2023 The period spanning April 1, 2020 to March 31, 2023 was the company’s third three-year performance period under the Long-Term Incentive Plan implemented in fiscal 2019. The earned awards were approved by the Committee on May 16, 2023. Target and actual performance levels for the two measures for the three-year period ending on March 31, 2023 are summarized below.

  59. Components of Executive Compensation – Fiscal Year 2023

    | | | Business Performance – FY21-23 (000’s) | | | | | | Business Performance Measures | Measure Weighting | Threshold | Target | Max | FY21-23 | Payout % of Target | | Free Cash Flow | 50% | $725,000 | $794,500 | $865,000 | $1,040,161 | 200% | | Return on Invested Capital | 50% | 11.8% | 13.0% | 14.2% | 22.0% | 200% | | | Payout %’s | 50% | 100% | 200% | | |

  60. Components of Executive Compensation – Fiscal Year 2023

    | Named Executive Officer | Overall Target Performance Share Unit Award (Shares) | FY21-23 Performance Award Earned (Shares) | Approved Payout % vs. Target | Dividend Equivalent Shares | FY21-23 Total Equity Awarded (Shares) | | D. Scott Barbour | 36,747 | 73,494 | 200% | 920 | 74,414 | | Scott A. Cottrill | 10,137 | 20,274 | 200% | 253 | 20,527 | | Roy E. Moore, Jr. | 6,280 | 12,560 | 200% | 156 | 12,716 | | Darin S. Harvey | 4,277 | 8,554 | 200% | 107 | 8,661 | | Kevin C. Talley | 5,069 | 10,138 | 200% | 127 | 10,265 |

  61. Summary Compensation Table for Fiscal Year 2023

    Summary Compensation Table for Fiscal Year 2023 The following table summarizes the total compensation earned by each of our NEOs for fiscal years noted:

  62. Summary Compensation Table for Fiscal Year 2023

    | Name and Principal Position | Fiscal Year | Salary $(1) | Bonus $ | Stock Awards $(2) | Option Awards $(3) | Non-Equity Incentive Plan Compensation $(4) | All Other Compensation $(5) | Total $ | | D. Scott Barbour | 2023 | 930,000 | — | 3,149,677 | 1,051,160 | 1,715,000 | 130,936 | 6,976,773 | | President & Chief Executive Officer | 2022 | 900,000 | — | 2,842,748 | 947,194 | 1,548,336 | 150,422 | 6,388,700 | | | 2021 | 870,000 | — | 2,604,423 | 782,175 | 1,700,000 | 122,266 | 6,078,864 | | Scott A. Cottrill | 2023 | 565,000 | — | 902,745 | 301,249 | 747,279 | 80,650 | 2,596,923 | | Chief Financial Officer, Executive Vice President, and Secretary | 2022 | 550,000 | — | 710,793 | 236,799 | 714,497 | 139,534 | 2,351,623 | | | 2021 | 520,000 | — | 718,481 | 215,778 | 722,280 | 107,499 | 2,284,038 | | Darin S. Harvey | 2023 | 438,000 | — | 480,166 | 160,263 | 476,463 | 48,331 | 1,603,223 | | Executive Vice President, Supply Chain | 2022 | 425,000 | — | 348,254 | 116,062 | 414,468 | 113,322 | 1,417,106 | | Kevin C. Talley | 2023 | 428,000 | — | 476,294 | 158,978 | 466,184 | 85,618 | 1,615,074 | | Executive Vice President and Chief Administrative Officer | 2022 | 415,000 | — | 337,672 | 112,505 | 404,716 | 130,325 | 1,400,218 | | Roy E. Moore, Jr. | 2023 | 535,000 | — | 557,017 | 185,882 | 155,792 | 33,807 | 1,467,498 | | Former Executive Vice President | 2022 | 510,000 | — | 426,560 | 142,079 | 557,432 | 32,899 | 1,668,970 | | | 2021 | 495,591 | — | 445,095 | 133,679 | 600,458 | 9,068 | 1,683,891 |

  63. Summary Compensation Table for Fiscal Year 2023

    (1) Amounts reported for fiscal year 2023 reflect adjustment to NEO salaries that went into effect on June 1, 2022. Amounts reported for fiscal year 2022 reflect adjustment to NEO salaries that went into effect on June 1, 2021. Amounts reported for fiscal year 2021 reflect NEO salaries effective on March 31, 2021. (2) With respect to restricted stock awards, amounts reported for fiscal year 2023 are based on the aggregate grant date fair value of restricted stock awarded, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. We calculated the estimated fair value of each share of restricted stock on the date of grant as described in Note 14 (Stock-Based Compensation) in the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023. With respect to performance-based restricted stock units, amounts reported for fiscal year 2023 are based on the aggregate grant date fair value based on the probable outcome of the performance conditions. With respect to performance-based restricted stock units, the value of the award at the grant date assuming that the highest level of performance conditions achieved would be $4,199,570 with respect to Mr. Barbour, $1,203,594 with respect to Mr. Cottrill, $640,221 with respect to Mr. Harvey, $635,058 with respect to Mr. Talley and $742,690 with respect to Mr. Moore. (3) The amounts reported in this column are based on the aggregate grant date fair value of stock options awarded, computed in accordance with FASB ASC Topic 718. We calculated the estimated fair value of each option award on the date of grant using a Black-Scholes option pricing model as described in Note 14 (Stock-Based Compensation) in the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023. (4) The amounts reported in this column consist of amounts to be paid under the Cash Incentive Plan for services rendered in fiscal years 2021, 2022 and 2023, as discussed above under “— Compensation Discussion and Analysis — Components of Executive Compensation — Fiscal Year 2023— Annual Incentive Compensation.” (5) The All Other Compensation column is made up of the following amounts for fiscal year 2023:

  64. Summary Compensation Table for Fiscal Year 2023

    | Name | KSOP Match Contribution $(a) | Perquisites $(b) | Total $ | | D. Scott Barbour | 12,200 | 118,736 | 130,936 | | Scott A. Cottrill | 12,200 | 68,450 | 80,650 | | Darin S. Harvey | 12,200 | 36,131 | 48,331 | | Kevin C. Talley | 12,200 | 73,418 | 85,618 | | Roy E. Moore, Jr. | 12,200 | 21,607 | 33,807 |

  65. Summary Compensation Table for Fiscal Year 2023

    (a) The amounts shown in this column represent payments by the Company pursuant to The Advanced Drainage Systems, Inc. Retirement and Stock Ownership Plan (KSOP). (b) The amounts shown in this column include the value of perquisites and other personal benefits to a NEO only if the aggregate value exceeded $10,000. Where we do report perquisites and other personal benefits for a NEO, we have separately quantified each perquisite or personal benefit only if it exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for that individual. The amount reported for each NEO includes (i) the cost associated with an enriched Supplemental Individual Disability Insurance Plan available to each NEO, (ii) the value of life insurance and long-term disability premiums paid for each NEO, and (iii) reimbursement for social membership dues. The amounts reported for Messrs. Barbour, Cottrill and Talley also include the costs associated with their personal use of Company aircraft. The incremental cost of Mr. Barbour’s personal use of the Company aircraft exceeded the greater of $25,000 or 10% of his total perquisites and personal benefits in the amount of $75,597 (the incremental cost of personal use of Company aircraft is summarized above under “Compensation Discussion and Analysis — Benefits and Executive Perquisites”). The amount reported for Messrs. Cottrill, Talley and Harvey also include the costs associated with personal financial planning services available to each of them.

  66. Grants of Plan-Based Awards for Fiscal Year 2023

    Grants of Plan-Based Awards for Fiscal Year 2023 The following table provides information concerning awards granted to the NEOs in the last fiscal year under any plan:

  67. Grants of Plan-Based Awards for Fiscal Year 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Grant Date | Threshold $ | Target $ | Maximum $ | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price Of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | D. Scott Barbour | | | | | | | | | | | | | Restricted Stock | 5/18/2022 | — | — | — | — | — | — | 10,574 | — | — | 1,049,892 | | Restricted Stock Units | 5/18/2022 | — | — | — | 10,574 | 21,148 | 42,296 | — | — | — | 2,099,785 | | Stock Options | 5/18/2022 | — | — | — | — | — | — | — | 25,357 | 99.29 | 1,051,160 | | Cash Incentive Awards | N/A | 500,000 | 1,000,000 | 2,000,000 | — | — | — | — | — | — | — | | Scott A. Cottrill | | | | | | | | | | | | | Restricted Stock | 5/18/2022 | — | — | — | — | — | — | 3,031 | — | — | 300,948 | | Restricted Stock Units | 5/18/2022 | — | — | — | 3,031 | 6,061 | 12,122 | — | — | — | 601,797 | | Stock Options | 5/18/2022 | — | — | — | — | — | — | — | 7,267 | 99.29 | 301,249 | | Cash Incentive Awards | N/A | 233,750 | 467,500 | 935,000 | — | — | — | — | — | — | — | | Darin S. Harvey | | | | | | | | | | | | | Restricted Stock | 5/18/2022 | — | — | — | — | — | — | 1,612 | — | — | 160,055 | | Restricted Stock Units | 5/18/2022 | — | — | — | 1,612 | 3,224 | 6,448 | — | — | — | 320,111 | | Stock Options | 5/18/2022 | — | — | — | — | — | — | — | 3,866 | 99.29 | 160,263 | | Cash Incentive Awards | N/A | 138,125 | 276,250 | 552,500 | — | — | — | — | — | — | — | | Kevin C. Talley | | | | | | | | | | | | | Restricted Stock | 5/18/2022 | — | — | — | — | — | — | 1,599 | — | — | 158,765 | | Restricted Stock Units | 5/18/2022 | — | — | — | 1,599 | 3,198 | 6,396 | — | — | — | 317,529 | | Stock Options | 5/18/2022 | — | — | — | — | — | — | — | 3,835 | 99.29 | 158,978 | | Cash Incentive Awards | N/A | 134,875 | 269,750 | 539,500 | — | — | — | — | — | — | — | | Roy E. Moore, Jr. | | | | | | | | | | | | | Restricted Stock | 5/18/2022 | — | — | — | — | — | — | 1,870 | — | — | 185,672 | | Restricted Stock Units | 5/18/2022 | — | — | — | 1,870 | 3,740 | 7,480 | — | — | — | 371,345 | | Stock Options | 5/18/2022 | — | — | — | — | — | — | — | 4,484 | 99.29 | 185,882 | | Cash Incentive Awards | N/A | 165,750 | 331,500 | 663,000 | — | — | — | — | — | — | — |

  68. Grants of Plan-Based Awards for Fiscal Year 2023

    (1) The amounts shown reflect the estimated payouts for fiscal year 2023 under the Cash Incentive Plan that the respective NEO would be eligible for assuming no use of discretion by the Committee in authorizing such payments. Actual amounts awarded are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. For additional information, see discussion above under “— Compensation Discussion and Analysis — Components of Executive Compensation – Fiscal Year 2023 — Annual Incentive Compensation.” (2) Amounts in these columns represent the possible range (threshold to target to maximum) of performance-based restricted stock units, which will be settled in shares of Common Stock, that would be earned based on the achievement of pre-established goals for the April 1, 2022 to March 31, 2025 performance period. The number of performance-based restricted stock units earned could be zero if performance is below threshold. (3) The amounts shown are based on the aggregate grant date fair value of restricted stock, performance-based restricted stock units and stock options awarded, computed in accordance with FASB ASC Topic 718. We calculated the estimated fair value of each option award on the date of grant using a Black-Scholes option pricing model as described in Note 14 (Stock-Based Compensation) in the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

  69. Outstanding Equity Awards at Fiscal Year Ended March 31, 2023

    Outstanding Equity Awards at Fiscal Year Ended March 31, 2023 The following table sets forth the unexercised and unvested stock options and restricted stock held by NEOs at fiscal year-end. Each equity grant is shown separately for each NEO.

  70. Outstanding Equity Awards at Fiscal Year Ended March 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options That Are Exercisable Shares | Number of Securities Underlying Unexercised Options That Are Not Exercisable Shares | Option Exercise Price $ | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested Shares | Market Value of Shares or Units of Stock That Have Not Vested (5) $ | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(7)($) | | D. Scott Barbour | | | | | | | | | | | | Stock Options (1) | 9/1/2017 | 185,827 | — | 19.75 | 9/1/2027 | | | | | | | Stock Options (2) | 5/24/2018 | 80,030 | — | 25.75 | 5/23/2028 | | | | | | | Stock Options (2) | 5/22/2019 | 85,938 | — | 27.44 | 5/21/2029 | | | | | | | Stock Options (2) | 5/20/2020 | 39,932 | 19,966 | 41.97 | 5/19/2030 | | | | | | | Stock Options (2) | 5/19/2021 | 7,634 | 15,266 | 105.82 | 5/19/2031 | | | | | | | Stock Options (2) | 5/18/2022 | — | 25,357 | 99.29 | 5/18/2032 | | | | | | | Restricted Stock (3) | | | | | | 5/20 | 6,124 | 515,702 | | | | Restricted Stock (3) | | | | | | 5/21 | 5,970 | 502,734 | | | | Restricted Stock (3) | | | | | | 5/22 | 10,574 | 890,437 | | | | Restricted Stock Units (6) | | | | | | | | | 36,747 | 3,094,465 | | Restricted Stock Units (6) | | | | | | | | | 17,909 | 1,508,117 | | Restricted Stock Units (6) | | | | | | | | | 21,148 | 1,780,873 | | Scott A. Cottrill | | | | | | | | | | | | Stock Options (4) | 2/8/2017 | 29,398 | — | 24.20 | 3/31/2026 | | | | | | | Stock Options (4) | 2/8/2017 | 43,809 | — | 24.20 | 3/31/2026 | | | | | | | Stock Options (2) | 5/24/2018 | 22,408 | — | 25.75 | 5/23/2028 | | | | | | | Stock Options (2) | 5/22/2019 | 23,047 | — | 27.44 | 5/21/2029 | | | | | | | Stock Options (2) | 5/20/2020 | 11,016 | 5,508 | 41.97 | 5/19/2030 | | | | | | | Stock Options (2) | 5/19/2021 | 1,909 | 3,816 | 105.82 | 5/19/2031 | | | | | | | Stock Options (2) | 5/18/2022 | — | 7,267 | 99.29 | 5/18/2032 | | | | | | | Restricted Stock (3) | | | | | | 5/20 | 1,689 | 142,231 | | | | Restricted Stock (3) | | | | | | 5/21 | 1,492 | 125,641 | | | | Restricted Stock (3) | | | | | | 5/22 | 3,031 | 255,241 | | | | Restricted Stock Units (6) | | | | | | | | | 10,137 | 853,637 | | Restricted Stock Units (6) | | | | | | | | | 4,478 | 377,092 | | Restricted Stock Units (6) | | | | | | | | | 6,061 | 510,397 | | Darin S. Harvey | | | | | | | | | | | | Stock Options (2) | 5/20/2020 | — | 2,323 | 41.97 | 5/19/2030 | | | | | | | Stock Options (2) | 5/19/2021 | 936 | 1,870 | 105.82 | 5/19/2031 | | | | | | | Stock Options (2) | 5/18/2022 | — | 3,866 | 99.29 | 5/18/2032 | | | | | | | Restricted Stock (3) | | | | | | 5/20 | 713 | 60,042 | | | | Restricted Stock (3) | | | | | | 5/21 | 731 | 61,558 | | | | Restricted Stock (3) | | | | | | 5/22 | 1,612 | 135,747 | | | | Restricted Stock Units (6) | | | | | | | | | 4,277 | 360,166 | | Restricted Stock Units (6) | | | | | | | | | 2,194 | 184,757 | | Restricted Stock Units (6) | | | | | | | | | 3,224 | 271,493 | | Kevin C. Talley | | | | | | | | | | | | Stock Options (2) | 5/20/2020 | 5,508 | 2,754 | 41.97 | 5/19/2030 | | | | | | | Stock Options (2) | 5/19/2021 | 907 | 1,813 | 105.82 | 5/19/2031 | | | | | | | Stock Options (2) | 5/18/2022 | — | 3,835 | 99.29 | 5/18/2032 | | | | | | | Restricted Stock (3) | | | | | | 5/20 | 845 | 71,157 | | | | Restricted Stock (3) | | | | | | 5/21 | 709 | 59,705 | | | | Restricted Stock (3) | | | | | | 5/22 | 1,599 | 134,652 | | | | Restricted Stock Units (6) | | | | | | | | | 5,069 | 426,860 | | Restricted Stock Units (6) | | | | | | | | | 2,127 | 179,115 | | Restricted Stock Units (6) | | | | | | | | | 3,198 | 269,304 | | Roy E. Moore, Jr. | | | | | | | | | | | | Stock Options (2) | 5/20/2020 | 6,825 | 3,412 | 41.97 | 5/19/2030 | | | | | | | Stock Options (2) | 5/19/2021 | 1,145 | 2,290 | 105.82 | 5/19/2031 | | | | | | | Stock Options (2) | 5/18/2022 | — | 4,484 | 99.29 | 5/18/2032 | | | | | | | Restricted Stock (3) | | | | | | 5/20 | 1,046 | 88,084 | | | | Restricted Stock (3) | | | | | | 5/21 | 896 | 75,452 | | | | Restricted Stock (3) | | | | | | 5/22 | 1,870 | 157,473 | | | | Restricted Stock Units (6) | | | | | | | | | 6,280 | 528,839 | | Restricted Stock Units (6) | | | | | | | | | 2,687 | 226,272 | | Restricted Stock Units (6) | | | | | | | | | 3,740 | 314,945 |

  71. Outstanding Equity Awards at Fiscal Year Ended March 31, 2023

    (1) Stock options issued in 2017 pursuant to the 2017 Incentive Plan, which vested over a three-year period in 33% installments beginning with the first anniversary following the grant date of September 1, 2017. (2) Stock options issued in 2018 pursuant to the 2017 Incentive Plan, which vested over a three-year period in 33% installments beginning with the first anniversary following the grant date of May 24, 2018. Stock options issued in 2019 pursuant to the 2017 Incentive Plan, which vest over a three-year period in 33% installments beginning with the first anniversary following the grant date of May 22, 2019. Stock options issued in 2020 pursuant to the 2017 Incentive Plan, which vest over a three-year period in 33% installments beginning with the first anniversary following the grant date of May 20, 2020. Stock options issued in 2021 pursuant to the 2017 Incentive Plan, which vest over a three-year period in 33% installments beginning with the first anniversary following the grant date of May 19, 2021. Stock options issued in 2022 pursuant to the 2017 Incentive Plan, which vest over a three-year period in 33% installments beginning with the first anniversary following the grant date of May 18, 2022. (3) Restricted stock in the 2020, 2021 and 2022 grants, which vests over a three-year period in 33% installments beginning with the first anniversary following the grant date. (4) Stock options issued in 2017 pursuant to the 2013 Plan, which vest over a three-year period in 33% installments each year and over a five-year period in 20% installments each year, respectively, beginning with the first anniversary following the grant date. The vesting terms of these options did not accelerate upon completion of our IPO. (5) The market value is the product of $84.21, the closing price of our common shares on the NYSE on March 31, 2023, and the number of unvested stock awards. (6) This column includes the restricted stock units as if they were earned at the target level for the April 1, 2020 through March 31, 2023, April 1, 2021 through March 31, 2024 or April 1, 2022 through March 31, 2025 performance period, as applicable. The number of restricted stock units earned for these open performance periods will be determined at the end of each performance period. (7) The market value of the equity awards that have not vested is calculated by multiplying the number of units of stock that have not vested by the closing price of our common stock on March 31, 2023, which was $84.21.

  72. Option Exercises and Stock Vested for Fiscal Year 2023

    Option Exercises and Stock Vested for Fiscal Year 2023 The following table sets forth for each NEO the exercises of stock options and the vesting of stock awards during fiscal year 2023:

  73. Option Exercises and Stock Vested for Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise # | Value Realized on Exercise (1) $ | Number of Shares Acquired on Vesting (2) # | Value Realized on Vesting (1) $ | | D. Scott Barbour | — | — | 122,999 | 12,301,314 | | Scott A. Cottrill | — | — | 32,982 | 3,298,557 | | Darin S. Harvey | 8,309 | 839,839 | 25,860 | 2,578,993 | | Roy E. Moore, Jr. | — | — | 85,305 | 8,143,366 | | Kevin C. Talley | 81,808 | 7,691,737 | 15,177 | 1,518,193 |

  74. Option Exercises and Stock Vested for Fiscal Year 2023

    (1) Amounts shown represent (i) with respect to option awards, the difference between the closing price of our common shares on the NYSE on the date of the options’ exercise and the option exercise price, and (ii) with respect to stock awards, the value of the restricted shares that vest based on the closing price of our common shares on the NYSE on the date (or the closing price of our common shares on the NYSE on the next business day in the event the NYSE was closed on the vesting date) the shares vested. The foregoing values do not necessarily equate to cash realized from the sale of shares acquired upon the exercise of options or vesting of restricted stock as shares were not sold on exercise or upon vesting but continue to be held by the NEO. (2) Restricted stock other than the 2019, 2020, 2021 and 2022 grants vests over a five-year period in 20% installments each year, beginning with the first anniversary following the grant date. Restricted stock in the 2019, 2020, 2021 and 2022 grants vests over a three-year period in 33% installments beginning with the first anniversary following the grant date. The number of shares listed in this column reflects the total number of shares of restricted stock that vested during fiscal year 2023.

  75. Pension Benefits and Nonqualified Deferred Compensation for Fiscal Year 2023

    Pension Benefits and Nonqualified Deferred Compensation for Fiscal Year 2023 We do not provide any defined benefit plans or nonqualified deferred compensation plans to our NEOs.

  76. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the total annual compensation of our CEO to that of our median employee. In fiscal year 2023, the median employee at Advanced Drainage Systems, Inc. identified through the prescribed eligibility methodology, remained employed for the entire fiscal year. The Company believes that there have been no changes to our employee population or employee compensation arrangements that would significantly impact the CEO pay ratio disclosure. Mr. Barbour served in the capacity of Advanced Drainage Systems, Inc. CEO for the entire period of April 1, 2022 to March 31, 2023 (fiscal year 2023). In fiscal year 2023, Mr. Barbour’s annual total compensation was $6,976,773, while the median employee’s earnings were $53,220. As a result, the calculated ratio of the CEO’s annual total compensation to the median employee annual total compensation is 131 to 1. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  77. Pay-Versus-Performance (PVP)

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO 1,3 | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs 3 | Total Shareholder Return | Peer Total Shareholder Return 2 | Net Income ($mm) | Adjusted EBITDA ($mm) | | 2023 | $6,976,773 | $(539,260) | $1,820,679 | $83,689 | $290 | $207 | $507 | $904 | | 2022 | $6,388,700 | $16,344,430 | $1,709,479 | $3,865,384 | $407 | $192 | $271 | $676 | | 2021 | $6,078,864 | $38,821,108 | $1,713,851 | $8,321,255 | $353 | $190 | $224 | $567 |

  78. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We have outstanding employment agreements with each of our NEOs as described above under “— Employment Agreements” which require the payment of certain benefits to each NEO under certain circumstances. Our employment agreement with Messrs. Barbour and Harvey provide that in the event either executive terminates his employment for good reason or such executive is terminated by the Company for no reason or any reason other than cause, death or disability, the executive shall be entitled to receive payments and benefits as follows: •For a period of time following the termination date (24 months in the case of Mr. Barbour and 18 months in the case of Mr. Harvey), we will continue to pay the executive’s base salary, and •after the conclusion of our fiscal year in which the termination occurs, we will make a lump sum cash payment in an amount equal to the executive’s prorated bonus for the fiscal year. For the purpose of each executive’s employment agreement, “good reason” includes (i) a material reduction in salary; (ii) our action which would adversely affect the executive’s participation in, or materially reduce his benefits under, any material benefit plan or equity incentive plan; (iii) our action which would adversely affect or reduce the executive’s participation in, or materially reduces the maximum potential incentive compensation available to him under any of our material incentive compensation plan or program; (iv) the assignment of the executive to a position of a materially lesser status or degree of responsibility; (v) the assignment of the executive to a primary work location (A) outside the United States or (B) at which (I) neither we nor any of our affiliates maintain a significant manufacturing facility or significant office or (II) by virtue of such location, the ability of the executive to perform his duties and responsibilities to the Company is materially impaired; or a breach by us of any of our material covenants or agreements contained in the executive’s employment agreement. The term “cause” includes (i) substantial and material non-performance of his duties, continued, willful insubordination or other willful and material failure to adhere to any policy of the Company or any of its affiliates; (ii) the willful misappropriation (or attempted willful misappropriation) of any of the funds or property of the Company or any of its affiliates; or (iii) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, (A) a felony, (B) the equivalent thereof, (C) any other crime with respect to which active imprisonment is imposed, or (D) any other crime involving theft, willful misappropriation, embezzlement, fraud or dishonesty. Our employment agreements with Messrs. Cottrill and Talley identify the following as specified circumstances that would require the payment of certain benefits: •termination by us at the end of the executive’s initial employment period or renewal period by giving three-month notice, •termination by us for cause by notice to the executive. “Cause” includes the executive’s non-performance of duties, failure to adhere to our policies, misappropriation of our property, conviction of a felony or equivalent, or other crimes subject to possible imprisonment or involving theft, misappropriation, embezzlement, fraud or dishonesty, •death or disability, •termination by the executive at the end of the executive’s initial employment period or renewal period by giving three-month notice, if the executive will have attained the age of 65 years on the employment termination date, •termination by the executive upon our breach of a material covenant in the employment agreement and failure to cure after receiving notice of such breach, •termination by the executive for good reason, which includes the following without the executive’s consent: (i) a reduction in base salary; (ii) our action which would adversely affect the executive’s participation in, or materially reduce his benefits under, any material benefit plan or equity incentive plan; (iii) our action which would adversely affect or reduce the executive’s participation in, or materially reduces the target potential incentive compensation available to the executive under any of our material incentive compensation plan or program; (iv) the assignment of the executive to a position of a materially lesser status or degree of responsibility; or (v) the assignment of the executive to a primary work location (A) outside the United States or (B) at which (I) neither we nor our affiliates maintain a significant manufacturing facility or significant office or (II) by virtue of such location, the ability of the executive to perform his duties is materially impaired, and •termination by us for no reason or for any reason other than mutual agreement for termination or termination for cause. In the event of termination as a result of the specified circumstances described above, each of Messrs. Cottrill and Talley shall be entitled to receive payments and benefits as follows: •for the 18 months following the termination date, we will continue to pay the executive’s base salary, subject to reduction by the proceeds actually paid to the executive under any disability insurance policies maintained by us if the termination is due to the executive’s disability, and •after the conclusion of our fiscal year in which the termination occurs, we will make a lump sum cash payment in an amount equal to the executive’s prorated bonus for the fiscal year. Our employment agreement with Mr. Moore provides that in the event of termination of Mr. Moore’s employment due to his death or disability, he shall be entitled to a pro-rata portion of his annual bonus under the applicable annual incentive bonus plan for the calendar year in which his termination occurred, payable at the same time bonuses for such year are paid to other senior executives pursuant to such annual incentive bonus plan. If Mr. Moore’s employment is terminated by the Company without cause or due to a non-renewal of the term of his employment agreement by the Company, Mr. Moore shall be entitled to receive payments and benefits as follows: •we will continue to pay his then-current base salary for 12 months, •to the extent Mr. Moore elects continuation coverage for health, dental or vision under COBRA, we will pay him an amount equal to the portion of the applicable premium or contribution under COBRA for health, dental and vision coverage that exceeds the amount of the premium or contribution Mr. Moore paid for such coverage as an active employee immediately prior to his termination date, and •we will pay him an annual bonus under the applicable annual incentive bonus plan for the calendar year in which his termination occurs, payable as if such termination had not occurred. For the purpose of Mr. Moore’s employment agreement, “cause” includes (i) Mr. Moore’s having been convicted of any crime which involves fraud, embezzlement, theft or dishonesty, or (ii) any substantial failure, inability or refusal to perform, or breach of, his duties as an employee of the Company which remains uncured 30 days after written notice from the Company, provided that if the breach is of a type which cannot be cured within 30 days despite Mr. Moore’s best efforts to do so, Mr. Moore shall not be in breach if he diligently pursues the cure to completion. For each of our NEOs, the payment of the above 24, 18 or 12 months base salary is conditioned upon the executive’s release of claims against us.

  79. Potential Payments upon Termination or Change in Control

    Our stock option agreements with each NEO under the 2000 Plan and the 2013 Plan provide that (i) upon death or disability of the executive, all the options may be exercised during the one-year period commencing on the date of the executive’s death or disability and (ii) upon termination of employment of the executive for any reason other than for death, disability or for cause, all the vested options may be exercised during the three-month period commencing on the employment termination date. Our stock option agreements with each NEO under the 2017 Incentive Plan provide that (i) upon death or disability of the executive, all the options may be exercised during the one-year period commencing on the date of the executive’s death or disability and (ii) upon termination of employment of the executive for any reason other than for cause, (a) the Compensation Committee may, in its discretion, vest any unvested options and (b) all vested options may be exercised during the three-month period commencing on the employment termination date. Our restricted stock agreements with each NEO under the 2008 Plan provide for the vesting of restricted shares upon death or disability and upon termination by the Company of employment of the executive for any reason other than for death, disability or for cause. The restricted shares, options and time-based portion of performance-based restricted stock units granted to our NEOs under the 2017 Incentive Plan will vest upon death or disability and may, in the Compensation Committee’s discretion, vest upon termination by the Company other than for cause. Change in Control. Under the 2000 Plan, our stock option agreements with the executives provide that all the options may be exercised by the executives commencing at the time of a “change in control.” A “change in control” for this purpose refers to: (i) our entry into an agreement to merge, consolidate or reorganize into or with another corporation or other legal person, and as a result less than 51% of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction will be held in the aggregate by officers, directors and holders of a beneficial interest in our voting securities immediately prior to such transaction; (ii) our entry into an agreement to sell or otherwise transfer all or substantially all of its assets to any other corporation or other legal person, and as a result a beneficial interest in less than 51% of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by officers, directors and holders of a beneficial interest in our voting securities immediately prior to such sale or transfer; or (iii) during any continuous 12-month period our stockholders’ sale of or entry into an agreement or agreements to sell to anyone other than us our securities representing 50% or more of our combined voting power at the beginning of such 12-month period. Under the 2008 Plan, our restricted stock agreements with the executives provide that the restricted shares will vest effective at the time of a “change in control.” A “change in control” for this purpose refers to the occurrence of a transaction or series of transactions following which less than a majority of the voting power of us a successor entity is held by the persons who hold the same with respect to us immediately prior to such transaction or series of transactions. Under the 2013 Plan, our stock option agreements with the executives provide that all the options may be exercised by the executives commencing at the time of a “change in control.” A “change in control” for this purpose refers to the occurrence of a transaction or series of transactions following which less than a majority of the voting power of us a successor entity is held by the persons who hold the same with respect to us immediately prior to such transaction or series of transactions. Equity awards made pursuant to the 2017 Incentive Plan are subject to “double-trigger” acceleration upon a “change in control.” Specifically, the 2017 Incentive Plan provides that in the event stock options, restricted shares or restricted stock units are assumed or continued in connection with a change in control transaction and employment is terminated without cause or for good reason within twenty-four (24) months of such change in control, (i) all stock options and restricted shares will vest and become exercisable and (ii) with respect to restricted stock units, all performance goals and/or other vesting criteria shall be deemed achieved at one hundred percent of target levels. In the event of a change in control transaction in which stock options, restricted shares and restricted stock units are not assumed or continued, all such awards may, in the Compensation Committee’s discretion, vest and become exercisable. Potential Payment. The following table sets forth the payments and benefits that would be received by each NEO in the event a termination of employment or a change-in-control of the Company had occurred on March 31, 2023, over and above any payments or benefits he otherwise would already have been entitled to or vested in on such date under any employment contract or other plan of the Company. The NEO would receive other payments and benefits as well upon termination of employment to which he was already entitled or vested in on such date. The actual amounts to be paid can only be determined at the time of such NEO’s separation from us and could therefore be more or less than the amounts set forth below. For the purposes of the calculations in the table, payments that would be made over time have been presented as a lump sum value.

  80. Potential Payments upon Termination or Change in Control

    | Name | Severance Payment $ | Bonus Payment (4) $ | Value of Accelerated Equity (5) $ | Total $ | | D. Scott Barbour | | | | | | Specified Circumstances (1) | $1,800,000 | $1,548,336 | $9,135,691 | $12,484,027 | | Other Terminations (2) | $— | $— | $9,135,691 | $9,135,691 | | Change in Control (3) | $— | $— | $9,135,691 | $9,135,691 | | Scott A. Cottrill | | | | | | Specified Circumstances (1) | $825,000 | $714,497 | $2,496,896 | $4,036,393 | | Other Terminations (2) | $825,000 | $714,497 | $— | $1,539,497 | | Change in Control (3) | $— | $— | $2,496,896 | $2,496,896 | | Darin S. Harvey | | | | | | Specified Circumstances (1) | $637,500 | $414,468 | $1,171,885 | $2,223,853 | | Other Terminations (2) | $— | $— | $1,171,885 | $1,171,885 | | Change in Control (3) | $— | $— | $1,171,885 | $1,171,885 | | Kevin C. Talley | | | | | | Specified Circumstances (1) | $622,500 | $404,716 | $1,257,122 | $2,284,338 | | Other Terminations (2) | $622,500 | $404,716 | $— | $1,027,216 | | Change in Control (3) | $— | $— | $1,257,122 | $1,257,122 | | Roy E. Moore Jr. | | | | | | Specified Circumstances (1) | $510,000 | $557,432 | $1,535,188 | $2,602,620 | | Other Terminations (2) | $— | $557,432 | $1,535,188 | $2,092,620 | | Change in Control (3) | $— | $— | $1,535,188 | $1,535,188 |

  81. Potential Payments upon Termination or Change in Control

    (1) In the case of Messrs. Barbour and Harvey, Specified Circumstances include termination by the executive of his employment for good reason or termination by the Company for no reason or any reason other than cause, death or disability (as all such terms are defined in the executive’s employment agreement); provided that the executive’s equity awards will not accelerate if he elects to terminate his employment for good reason. In the case of Messrs. Cottrill and Talley, Specified Circumstances include termination (i) by the Company at the end of the respective employment period, (ii) upon the death of the respective NEO, (iii) upon the disability of the respective NEO, and (iv) by the Company for no reason or any other reason other than mutual agreement or termination for cause. In the case of Mr. Moore, Specified Circumstances include termination (i) by the Company at the end of the respective employment period and (ii) by the Company without cause. (2) In the case of Messrs. Barbour, Harvey and Moore, Other Terminations include termination upon death or disability. In the case of Messrs. Cottrill and Talley, Other Terminations include termination (i) by the NEO at the end of the respective employment period if such NEO has obtained the age of sixty-five (65), (ii) by the NEO following a breach by the Company of any of its material covenants or agreements contained in the NEO’s employment agreement not otherwise cured and (iii) by the NEO for good reason (as such term is described above). (3) The Company does not provide special change-in-control benefits to NEOs. The Company’s only change-in-control arrangement is accelerated vesting of certain equity awards. No NEO is entitled to any payment or accelerated benefit in connection with a change-in-control of the Company, except for accelerated vesting of stock options granted, restricted stock granted and restricted stock units granted under the (i) 2000 Stock Option Plan, (ii) the 2008 Restricted Stock Plan (iii) the 2013 Stock Option Plan or (iv) 2017 Stock Incentive Plan. Change-in-Control is defined above. The stock options, restricted shares and restricted stock units granted to Mr. Barbour under the 2017 Incentive Plan may, in the Compensation Committee’s discretion, vest and become exercisable in the event such awards are not assumed or continued or, if the stock options are assumed or continued, in the event Mr. Barbour’s employment is terminated without cause or for good reason within twenty-four (24) months of such change in control. (4) Amount reflects accrued bonus for fiscal year 2023. (5) Amounts include the acceleration of stock options, calculated by multiplying the number of shares underlying each stock option whose vesting would be accelerated or that would vest during the notice period, as the case may be, by the difference between $84.21, the closing price of our common shares on the NYSE on March 31, 2023, and the exercise price of the in-the-money accelerated stock options. Acceleration of restricted stock are also included and were calculated by multiplying the number of shares underlying each unit of restricted stock whose vesting would be accelerated by $84.21. Acceleration of restricted stock units are also included and were calculated by multiplying the number of RSUs held by the NEO, assuming achievement of the applicable performance goal at 100% of the target, by $84.21.