DEF 14A of Advanced Drainage Systems, Inc., Jun 4, 2025

DEF 14A of Advanced Drainage Systems, Inc.

Filed Jun 4, 2025 · FY20250001604028-25-000017

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 | 3 | | Business Performance/Fiscal Year Achievements | 3 | | ESG Strategic Initiatives | 4 | | CORPORATE GOVERNANCE | 5 | | Proposal One: Election of Directors | 5 | | Board Oversight Responsibilities | 13 | | Board Independence | 13 | | Board and Director Evaluation Process | 14 | | Review of Director Nominees | 14 | | Board Meetings and Attendance | 14 | | Committees of the Board | 14 | | Board Leadership | 17 | | Director Compensation | 17 | | Director Stock Ownership Policy | 19 | | Directors' Service on Other Public Boards | 19 | | Engagement with Stockholders and Governance Improvements | 19 | | Corporate Governance Guidelines | 19 | | Majority Voting Standard for Directors | 20 | | Codes of Business Conduct and Ethics | 20 | | How You May Communicate with Directors | 20 | | COMPENSATION DISCUSSION AND ANALYSIS | 20 | | Certain Information Regarding Our Executive Officers | 20 | | Executive Compensation Highlights – Fiscal Year 2025 | 22 | | Named Executive Officers | 23 | | Executive Compensation Program Overview | 23 | | Benefits and Executive Perquisites | 32 | | Other Executive Compensation Policies and Practices | 34 | | Accounting and Tax Considerations | 35 | | Compensation and Management Development Committee Report | 35 | | Compensation Outcomes for 2025 | 36 | | Pay-Versus-Performance | 40 | | Employment Agreements | 42 | | Equity-Based Incentive Plans | 46 | | AUDIT COMMITTEE MATTERS | 48 | | Proposal Two: Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2026 | 48 | | Other Independent Registered Public Accounting Firm Information | 49 | | Report of the Audit Committee | 50 | | STOCK OWNERSHIP INFORMATION | 51 | | Security Ownership of Certain Beneficial Owners and Management | 51 | | Equity Compensation Plan Information | 52 | | Certain Relationships and Related-Party Transactions | 52 | | Delinquent Sections 16(A) Reports | 53 | | Proposal Three: Advisory Vote on Executive Compensation | 53 | | STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 54 | | Miscellaneous | 54 | | Annex A | 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 eleven directors, all of whom are being nominated for re-election at the 2025 Annual Meeting. 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. The terms of all our directors are set to expire upon the election and qualification of successor directors at the 2025 Annual Meeting. At the 2025 Annual Meeting, all our director nominees 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. Director Nominees

    Director Nominees

  5. The Board of Directors

    The Board of Directors The Board of Directors recommends a vote FOR the election of each of the following nominees for director. All nominees are currently serving as directors. Additional information about each director nominee’s background and experience can be found beginning on page 8.

  6. The Board of Directors

    | Name | Principal Occupation | Age | Director Since | Committee Memberships | | D. Scott Barbour | President & CEO, Advanced Drainage Systems | 63 | 2017 | | | Anesa T. Chaibi Independent | CEO, Global Industrial Company | 59 | 2020 | • Compensation (Chair) • Sustainability • Executive | | Michael B. Coleman Independent | Partner, Ice Miller Former Mayor of Columbus, Ohio | 70 | 2018 | • Sustainability (Chair) • Compensation • Executive | | Robert M. Eversole Independent Chair of the Board | Managing Partner, Stonehenge Partners, Inc. | 63 | 2008 | • Compensation • Governance • Executive | | Alexander R. Fischer Independent | Founder, Alex R. Fischer & Co. Former CEO, Columbus Partnership | 58 | 2014 | • Governance (Chair) • Audit • Executive | | Tanya D. Fratto Independent | Retired CEO, Diamond Innovations, Inc. | 64 | 2013 | • Audit • Governance | | Kelly S. Gast Independent | Retired SVP and CFO, Bayer Crop Science | 58 | 2022 | • Audit • Sustainability | | M.A. (Mark) Haney Independent | Retired EVP of Olefins and Polyolefins, Chevron Phillips Chemical Company LP | 70 | 2014 | • Audit • Compensation | | Luther C. Kissam IV Independent | Senior Advisor, Bernhard Capital Partners Management, LP Retired CEO, Albemarle Corporation | 60 | 2024 | • Audit • Sustainability | | Manuel Perez de la Mesa Independent | Retired President and CEO, Pool Corporation | 68 | 2019 | • Audit (Chair) • Compensation • Executive | | Anil Seetharam Independent | Managing Director, Berkshire Partners | 46 | 2021 | • Governance • Sustainability |

  7. The Board of Directors

    As a leading manufacturer of innovative water management solutions in the stormwater and onsite septic wastewater industries, ADS benefits from a Board with a diverse and expansive set of knowledge, experiences, and backgrounds. Our director nominees offer a robust mix of relevant capability and skills to provide strong oversight and governance.

  8. The Board of Directors

    | THE 11 DIRECTOR NOMINEES COMPRISE A WELL-BALANCED BOARD | | | Experience and expertise aligned with our operating model and strategies | | | Executive and CEO Leadership Experience | | | Strategy and M&A | | | Finance and Accounting | | | Operations and Logistics | | | Industry-Relevant Experience | | | Engineering and Innovation | | | Enterprise Risk Management | | | Sustainability and Corporate Responsibility | |

  9. 2025 Nominees for Election to the Board of Directors

    2025 Nominees for Election to the Board of Directors The directors to be elected at the 2025 Annual Meeting will each serve a term that expires at the 2026 Annual Meeting. The Board has nominated Messrs. Barbour, Coleman, Eversole, Fischer, Haney, Kissam, Perez de la Mesa and Seetharam, and Mses. Chaibi, Fratto and Gast for re-election at the 2025 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.

  10. 2025 Nominees for Election to the Board of Directors

    | | D. Scott Barbour Director, President and CEO Director Since: 2017 Age: 63 |

  11. 2025 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. 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.

  12. 2025 Nominees for Election to the Board of Directors

    | | Anesa T. Chaibi Independent Director Director Since: 2020 Age: 59 | Committees: Compensation & Management Development (Chair) Sustainability |

  13. Professional and Board Experience

    Professional and Board Experience Ms. Chaibi currently holds the position of Chief Executive Officer of Global Industrial Company, a value-added industrial distributor. Ms. Chaibi previously held the position of Operating Partner and Chief Transformation Officer with Coalesce Capital, a private equity firm focused on human capital and technology enabled business services growth investments, from 2023 until February 2025. 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. Ms. Chaibi serves on the board of Global Industrial Company (NYSE: GIC). 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 RegalRexnord Corporation (NYSE: RRX) between 2014 and 2025 and 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.

  14. Skills and Qualifications

    Skills and Qualifications 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.

  15. Skills and Qualifications

    | | Michael B. Coleman Independent Director Director Since: 2018 Age: 70 | Committees: Compensation & Management Development Sustainability (Chair) |

  16. Skills and Qualifications

    Mr. Coleman is a partner at Ice Miller, specializing in government regulatory 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. 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.

  17. Skills and Qualifications

    | | Robert M. Eversole Board Chair Independent Director Since: 2008 Age: 63 | Committees: Compensation & Management Development Nominating & Corporate Governance |

  18. 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.

  19. Skills and Qualifications

    Skills and Qualifications 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.

  20. Skills and Qualifications

    | | Alexander R. Fischer Independent Director Director Since: 2014 Age: 58 | Committees: Audit Nominating & Corporate Governance (Chair) |

  21. Skills and Qualifications

    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 mixed use 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 CoreCivic (NYSE: CXW), 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. 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.

  22. Skills and Qualifications

    | | Tanya D. Fratto Independent Director Director Since: 2013 Age: 64 | Committees: Audit Nominating & Corporate Governance |

  23. 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 division CEO, product management, operations, and supply chain management. Ms. Fratto currently serves on the board of Ashtead Group Plc and previously served on the boards of Smiths Group Global Plc and Mondi Group Plc. Ms. Fratto holds a B.S. in Electrical Engineering from the University of South Alabama.

  24. Skills and Qualifications

    Skills and Qualifications 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.

  25. Skills and Qualifications

    | | Kelly S. Gast Independent Director Director Since: 2022 Age: 58 | Committees: Audit Sustainability |

  26. Professional and Board Experience

    Professional and Board Experience Ms. Gast retired as of December 31, 2023 from her role as 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 was a member of the Crop Science Executive Leadership Team and 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. Ms. Gast’s executive leadership experience and her expertise on financial accounting matters make her qualified to serve as a member of our Board.

  27. Professional and Board Experience

    | | M.A. (Mark) Haney Independent Director Director Since: 2014 Age: 70 | Committees: Audit Compensation & Management Development |

  28. 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.

  29. Skills and Qualifications

    Skills and Qualifications Mr. Haney’s extensive executive leadership experience and his understanding of the petrochemicals industry and the raw materials used in our products make him qualified to serve as a member of our Board.

  30. Skills and Qualifications

    | | Luther C. Kissam IV Independent Director Director Since: 2024 Age: 60 | Committees: Audit Sustainability |

  31. Professional and Board Experience

    Professional and Board Experience Mr. Kissam joined Bernhard Capital Partners Management, LP, as Partner in January 2021 and became a Senior Advisor in September 2023. He previously served as Chairman, President and CEO of Albemarle Corporation, a global specialty chemicals company with leading positions in lithium, bromine and refining catalysts, until his retirement in June 2020. Mr. Kissam served as President and Chief Executive Officer of Albemarle from September of 2011 to June 2020. He was elected to the company’s board of directors in 2011 and served as Chairman of the board from 2016 to June 2020, remaining a board member until May 2021. Mr. Kissam joined Albemarle in 2003 as Vice President, General Counsel and Corporate Secretary and served as Senior Vice President, Manufacturing and Law, and Corporate Secretary from January 2008 until his promotion to President in March 2010. Prior to joining Albemarle, Mr. Kissam served as President, General Counsel and Secretary of Merisant company, a manufacturer of artificial sweeteners. Mr. Kissam is a current director of OGE Energy Corp, where he serves on the nominating and governance committee and compensation committee, and DuPont de Nemours, Inc. where he serves on the audit and nomination and governance committees. He also serves as vice chairman and on the Executive Committee of The Citadel Foundation. Mr. Kissam’s prior experience as a CEO of a global company, as well as his extensive knowledge in the areas of leadership, global business, corporate finance, safety, risk oversight, mergers and acquisitions, management and corporate governance make him qualified to serve as a member of our Board.

  32. Professional and Board Experience

    | | Manuel Perez de la Mesa Independent Director Director Since: 2019 Age: 68 | Committees: Audit (Chair) Compensation & Management Development |

  33. 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. (Imperial Dade), BCPE Ulysses Investor L.P. (USLBM), Gameday Topco LP (Varsity Brands), Bution Holdings 1 LLC (Medco) and Hamilton HoldCo, LLC (Reece USA). 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.

  34. 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.

  35. Skills and Qualifications

    | | Anil Seetharam Independent Director Director Since: 2021 Age: 46 | Committees: Nominating & Corporate Governance Sustainability |

  36. Professional and Board Experience

    Professional and Board Experience Mr. Seetharam is a Managing Director of Berkshire Partners and is a senior member of the investment team of Stockbridge, the public equity business unit of the firm. Mr. Seetharam joined Stockbridge in 2007 following previous roles at Reservoir Capital (2005-2007), Berkshire Partners Private Equity (2003-2005), and McKinsey & Co. (2001-2003). Mr. Seetharam currently serves on the Technology Advisory Board at the School of Engineering and Applied Sciences at the University of Pennsylvania. Mr. Seetharam previously served on the board of Mattress Firm Holding (MFRM). Mr. Seetharam holds a B.S. in Economics from the Wharton School and a B.S. in Engineering from the School of Engineering and Applied Sciences at the University of Pennsylvania.

  37. Skills and Qualifications

    Skills and Qualifications Mr. Seetharam’s deep knowledge of public and private markets based on his years of leadership and investing experience in public and private equity make him qualified to serve as a member of our Board.

  38. Recommendation of the Board

    Recommendation of the Board The Board unanimously recommends that you vote “FOR” the election of each of Messrs. Barbour, Coleman, Eversole, Fischer, Haney, Kissam, Perez de la Mesa and Seetharam and Mses. Chaibi, Fratto and Gast. Although it is anticipated that each nominee will be available to serve as a director, should any nominee be unable to serve, the proxies will be voted by the proxy holders in their discretion for another person properly designated. Each nominee recommended by the Board to stockholders was recommended to the Board by the nominating and corporate governance committee. The election of directors is by majority vote of the votes cast in such election. Brokers non-votes and abstentions are not counted toward the election of directors or toward the election of individual nominees specified on the proxy and therefore, broker non-votes and abstentions shall have no effect on this proposal. If you return a proxy card without giving specific voting instructions, then your shares will be voted “FOR” the election of Messrs. Barbour, Coleman, Eversole, Fischer, Haney, Kissam, Perez de la Mesa and Seetharam and Mses. Chaibi, Fratto and Gast. If you hold your shares in “street name” and do not provide specific voting instructions to the bank or broker or do not obtain a proxy from such bank or broker to vote those shares, then your shares will not be voted in the election of Directors.

  39. BOARD OVERSIGHT RESPONSIBILITIES

    BOARD OVERSIGHT RESPONSIBILITIES The entire Board is engaged in risk management oversight. At the present time, our Board has not established a separate committee to facilitate its risk oversight responsibilities. Our Board expects to continue to monitor and assess whether such a committee would be appropriate. The audit committee assists our Board in its oversight of our risk management and the process established to identify, measure, monitor, and manage risks, in particular major financial risks. Our Board receives regular reports from management, as well as from the audit committee, regarding relevant risks and the actions taken by management to address those risks.

  40. BOARD INDEPENDENCE

    BOARD INDEPENDENCE Our common stock has been listed on the NYSE under the symbol “WMS” since July 25, 2014. Under the rules of the NYSE, independent directors must comprise a majority of our Board. In addition, the rules of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, our Board, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries. In fiscal year 2025, our Board undertook a review of its composition, the composition of its committees, and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board has determined that none of our directors except for Mr. Barbour has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors, other than Mr. Barbour, is “independent” as that term is defined under the rules of the NYSE. Except as otherwise described below, our Board has determined that those directors who serve on our audit committee, compensation and management development committee and nominating and corporate governance committee satisfy the independence standards for those committees established by the rules of the NYSE and (in the case of the audit committee) the applicable SEC rules. In making this determination, our Board considered the relationships that each non- employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

  41. BOARD AND DIRECTOR EVALUATION PROCESS

    BOARD AND DIRECTOR EVALUATION PROCESS We believe that a robust Board evaluation process is critical to maintaining an effective and dynamic Board. Our nominating and corporate governance committee authorizes our Board Chair to conduct an annual evaluation of the overall performance and effectiveness of the Board and each of its members in fulfilling its duties and responsibilities, as well as to report those findings to the Board each year. In addition, each committee conducts an annual performance evaluation.

  42. 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.

  43. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In fiscal year 2025, with the assistance of Willis Towers Watson (“WTW”), the Compensation Committee's executive compensation consultant, the structure of Board compensation was reviewed. Below is a summary of the Board compensation program and changes to the design for fiscal year 2025. Cash Retainer Each non-employee director receives a $100,000 annual cash retainer for their service on the Board and committees. None of our directors receive meeting fees. This amount was not changed in fiscal year 2025. The chair of each committee of our Board receives an additional cash retainer. The chairs 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. There were no changes in the committee chair cash compensation in fiscal year 2025. The annual cash retainer for our Chair of the Board for serving in that capacity was increased from $90,000 to $95,000 in fiscal year 2025. Stock Awards and Stock in Lieu of Cash Retainer Each non-employee director receives shares of restricted stock 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”). In fiscal year 2025, the value of the equity award was increased from $125,000 to $135,000. Such shares would be issued pursuant to the 2017 Omnibus Incentive Plan. Our Chair of the Board receives an amount equal to $50,000 at the date of the grant, increased in fiscal 2025 from $40,000 in fiscal 2024, 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 2025, Messrs. Eversole, 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.

  44. Fiscal Year 2025 Director Compensation

    Fiscal Year 2025 Director Compensation The following table summarizes the total compensation earned by each of our directors for fiscal year 2025.

  45. Fiscal Year 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(7) | All Other Compensation ($) | Total ($) | | D. Scott Barbour | — | — | — | — | | Robert M. Eversole (1) | 95,000 | 300,366 | — | 395,366 | | Tanya D. Fratto (2) | 100,000 | 142,323 | — | 242,323 | | Alexander R. Fischer (3) | 120,000 | 142,323 | — | 262,323 | | M.A. (Mark) Haney (2) | 100,000 | 142,323 | — | 242,323 | | Anesa T. Chaibi (9) | 113,333 | 142,323 | — | 255,656 | | Carl A. Nelson, Jr. (4) | 40,000 | — | — | 40,000 | | Michael B. Coleman (5) | 120,000 | 142,323 | — | 262,323 | | Anil Seetharam (10) | — | 247,629 | — | 247,629 | | Ross M. Jones (8) | 33,333 | — | — | 33,333 | | Luther C. Kissam IV (2) | 66,667 | 142,323 | — | 208,990 | | Manuel J. Perez de la Mesa (6) | 130,000 | 142,323 | — | 272,323 | | Kelly S. Gast (10) | — | 247,629 | — | 247,629 |

  46. Fiscal Year 2025 Director Compensation

    (1) Represents quarterly payment of annual retainer for serving as Chair of our Board and our lead independent director, and reflects election to receive annual retainer for membership on our Board in stock in lieu of cash. (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 prorated payments of annual retainer for membership on our Board and for serving as chairperson of the compensation and management development committee through the end of his term as a director in July 2024. (5) Represents quarterly payments of annual retainer for membership on our Board and for serving as chairperson of the sustainability committee. (6) Represents quarterly payments of annual retainer for membership on our Board and for serving as chairperson of the audit committee. (7) Each of Messrs. Eversole 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. (8) Represents prorated quarterly payments of annual retainer for membership on our Board through the end of his term as a director in July 2024. (9) Represents quarterly payments of annual retainer for membership on our Board and for serving as chairperson of the compensation and management development committee starting from July 2024. (10) Reflects election to receive annual retainer for membership on our Board in stock in lieu of cash.

  47. EXECUTIVE COMPENSATION HIGHLIGHTS – FISCAL YEAR 2025

    EXECUTIVE COMPENSATION HIGHLIGHTS – FISCAL YEAR 2025 In Fiscal 2025, we reported net sales of $2.9 billion, an increase of 1% compared to the prior year and Adjusted EBITDA1 of $889 million, a 4% decrease compared to the prior year. In the face of slower demand, we remain committed to driving above market performance as we advance the stormwater and onsite septic wastewater industries. Our focus on highly engineered solutions positions us as a pivotal player in successfully managing water – the world’s most precious resource. Business Performance Highlights: •Net sales increased 1% to $2.9 billion. Sales in the domestic construction markets increased 3%, driven by sales growth in the non-residential, residential and infrastructure markets where we executed our material conversion strategy to drive above market growth. This was partially offset by weakness in the agriculture and international end markets which faced weaker demand environments compared to the prior year. Importantly, organic sales in our most profitable segments, Infiltrator and Allied Products, increased 4.7% and 2.5%, respectively, and the onsite septic and Allied products now represent a collective 44% of revenue. •Adjusted EBITDA1 decreased 3.7% to $889 million. Price/cost was unfavorable compared to the prior year, which offset volume growth and improvement in manufacturing efficiency. The resiliency demonstrated by this year's strong profitability is due in part to our strategy to grow the more profitable products, such as Allied Products and Infiltrator, to be a higher mix of the overall sales. The following summarizes our strong performance over the past several years: 1Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. EBITDA adjustments exclude transaction costs and certain non-cash items. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the accompanying Form 10-K for the definition of Adjusted EBITDA margin and the reconciliation of the applicable non-GAAP to GAAP measure. A reconciliation of EBITDA and Adjusted EBITDA to Net Income and an explanation of Adjusted EBITDA has been provided in Annex A included in this proxy statement. 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 stockholder 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 year 2025 is indicative of our performance in the market and as compared to our peer group.

  48. Below Target Bottom Line Financial Performance Lead to Lower Executive Compensation in Fiscal Year 2025

    Below Target Bottom Line Financial Performance Lead to Lower Executive Compensation in Fiscal Year 2025 •Base salary increases for NEO’s in fiscal year 2025 averaged 7.6%. •Cash payments to the NEO’s from the fiscal year 2025 Annual Cash Incentive Plan were 68% of target for Messrs. Barbour, Cottrill, Harvey, Talley, and 121% of target for Taylor. •Performance based equity awards to the participating NEO’s under the ADS Long Term Incentive Plan (April 1, 2023 – March 31, 2025) were paid at 147% of target. Stockholder Feedback: •“Say on Pay” received majority support (86%). •The Board and our Compensation Committee appreciate and value the views of our stockholders. The Committee will continue to review stockholder advisory votes on executive compensation and take them into consideration when making future executive compensation decisions.

  49. Key Features of our Executive Compensation Program

    | Compensation Practice | | ADS Policy | | Compensation is market-based | Yes | Benchmark peers from the same or similar industries with similar financial, operational, and talent characteristics | | Compensation is performance-based | Yes | Short and long-term incentive awards are linked to the financial performance of the Company and/or stock price | | Recoupment policies | Yes | Compensation Committee can seek recoupment of incentive-based compensation | | Robust share ownership guidelines | Yes | Require significant share ownership for officers and directors, and share retention requirements until guidelines are met | | Capped incentive awards | Yes | Performance-based incentive award payments are capped |

  50. Key Features of our Executive Compensation Program

    | Independent Compensation Committee Consultant | Yes | Committee consultant provides independent counsel to Compensation Committee | | Guaranteed bonuses | No | No guaranteed bonuses | | Excessive risk taking | No | No compensation programs that encourage excessive risk taking | | Hedging and pledging of Company shares | No | No hedging or pledging of ADS shares is allowed | | Discounted Stock Options | No | No discounted stock options are allowed or granted |

  51. 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 |

  52. Key Groups in Determining Executive Compensation

    | Outside Executive Compensation Consultant | | •During fiscal year 2025, 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, peer group review, and incentive plan design which totaled approximately $520,000. In addition, management engaged WTW to provide other services from their Work and Rewards line of business which totaled approximately $10,000, and Health and Benefits and Employee Experience lines of business, for which WTW received approximately $1,090,000 in third party commissions from existing ADS health and benefit plan vendors for serving as broker. •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. |

  53. 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 2025, the Committee determined an update to the peer group was appropriate to account for the ongoing mergers and acquisitions in our sector. IDEX Corporation was added to the custom peer group, while Masonite International Corporation was removed as they were acquired by another Company. Tables below summarize our updated customized peer group.

  54. Executive Compensation Benchmarking Peer Group

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

  55. 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 ($3.4 billion) reflects a range of $1.1 billion to $7.4 billion.

  56. Components of Executive Compensation – Fiscal Year 2025

    Annual Incentive Compensation For fiscal year 2025, our annual incentive program provided cash incentive opportunities for our NEOs based on the Company’s financial performance in both revenue and profitability. The Committee believes the following measures and weighting reflect key value drivers for purposes of establishing payouts under the Annual Incentive Plan:

  57. Components of Executive Compensation – Fiscal Year 2025

    •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 On an annual basis, the Committee evaluates the design and metrics of the Annual Incentive Plan for alignment versus several factors including the Company’s strategies, peer practices, market trends, and stockholder feedback. Through that review for fiscal year 2025, the Committee chose to tie the incentive to the following measures and weighting: Messrs. Barbour, Cottrill, Harvey, Talley have consolidated net sales (20%) and adjusted EBITDA (80%); Mr. Taylor’s measures were Infiltrator adjusted EBITDA (70%) and consolidated adjusted EBITDA (30%). By tying a significant portion of the executive’s total annual cash compensation to 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 and commitment to stockholders. 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 incentive 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 2025 as a percentage of salary are as follows:

  58. Components of Executive Compensation – Fiscal Year 2025

    Annual Incentive Business Performance Levels and Fiscal Year Payout - Messrs. Barbour, Cottrill, Harvey, Talley The fiscal year 2025 business performance threshold, target, and maximum levels were approved based on the Committee’s assessment of the macro economic environment and weaker demand levels in the core non-residential and residential end markets expected in fiscal year 2025. The table below outlines the business performance measures levels and actual performance for fiscal year 2025 in the Annual Incentive Plan for Messrs. Barbour, Cottrill, Harvey and Talley.

  59. Components of Executive Compensation – Fiscal Year 2025

    | | | Business Performance – FY25 (000’s) | | | | | | Business Performance Measures | Measure Weighting | Threshold | Target | Max | Fiscal Year 2025 | Payout % of Target | | Consolidated Adjusted EBITDA | 80% | $855,000 | $960,000 | $1,075,000 | $889,228 | 66% | | Consolidated Net Sales | 20% | $2,800,000 | $3,000,000 | $3,200,000 | $2,904,245 | 76% | | | Payout %’s | 50% | 100% | 200% | | |

  60. Components of Executive Compensation – Fiscal Year 2025

    Annual Incentive Business Performance Levels and Fiscal Year Payout - Mr. Taylor The table below outlines the business performance measures levels and actual performance for fiscal year 2025 in the Annual Incentive Plan for Mr. Taylor.

  61. Components of Executive Compensation – Fiscal Year 2025

    | | | Business Performance – FY25 (000’s) | | | | | | Business Performance Measures | Measure Weighting | Threshold | Target | Max | Fiscal Year 2025 | Payout % of Target | | Infiltrator Adjusted EBITDA | 70% | $225,000 | $255,000 | $285,000 | $268,382 | 145% | | Consolidated Adjusted EBITDA | 30% | $855,000 | $960,000 | $1,075,000 | $889,228 | 66% | | | Payout %’s | 50% | 100% | 200% | | |

  62. Components of Executive Compensation – Fiscal Year 2025

    | Named Executive Officer | Overall Target Annual Incentive Award ($) | FY25 Total Annual Incentive Payout ($) | Approved Payout % vs. Target | | D. Scott Barbour | $1,312,500 | $895,913 | 68% | | Scott A. Cottrill | $522,750 | $356,829 | 68% | | Darin S. Harvey | $332,500 | $226,965 | 68% | | Kevin C. Talley | $350,000 | $238,910 | 68% | | Craig J. Taylor | $325,500 | $394,213 | 121% |

  63. Components of Executive Compensation – Fiscal Year 2025

    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. Since fiscal year 2019, the long-term incentive program design has included three equity components; performance- based awards, non-qualified stock options and time-based restricted stock. The table below outlines the weighting of these three design elements.

  64. Components of Executive Compensation – Fiscal Year 2025

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

  65. Components of Executive Compensation – Fiscal Year 2025

    Starting in Fiscal Year 2026, the Long Term Incentive Program structure will shift to 60% performance-based awards based on 3 year performance periods, with the other 40% split between restricted stock and non-qualified stock options. The Compensation Committee continues to believe 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 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 values of long-term incentive awards granted in fiscal year 2025 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 paid 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, 2027, the Compensation Committee approved Cash Flow from Operations and Return on Invested Capital as the performance measures, weighted equally. 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, 2027, 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, 2027, 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 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. Long-Term Incentive Plan - Performance Based Awards for Three-Year Period Ending March 31, 2025 The three-year performance period spanning April 1, 2022 to March 31, 2025 under the Long-Term Incentive Plan has completed. The earned awards were approved by the Committee on May 13, 2025. Target and actual performance levels for the two measures for the three-year period ending on March 31, 2025 are summarized below.

  66. Components of Executive Compensation – Fiscal Year 2025

    | | | Business Performance – FY23-25 (000’s) | | | | | | Business Performance Measures | Measure Weighting | Threshold | Target | Max | FY23-25 | Payout % of Target | | Cash Flow from Operations | 50% | $1,635,819 | $1,834,100 | $1,982,811 | $2,007,238 | 200% | | Return on Invested Capital (1) | 50% | 24.0% | 26.5% | 28.0% | 26.2% | 94% | | | Payout %’s | 50% | 100% | 200% | | |

  67. Components of Executive Compensation – Fiscal Year 2025

    | Named Executive Officer | Overall Target Performance Share Unit Award (Shares) | FY23-25 Performance Award Earned (Shares) | Approved Payout % vs. Target | Dividend Equivalent Shares | FY23-25 Total Equity Awarded (Shares) | | D. Scott Barbour | 21,148 | 31,087 | 147% | 442 | 31,529 | | Scott A. Cottrill | 6,061 | 8,909 | 147% | 126 | 9,035 | | Darin S. Harvey | 3,224 | 4,739 | 147% | 67 | 4,806 | | Kevin C. Talley | 3,198 | 4,701 | 147% | 67 | 4,768 | | Craig J. Taylor | 1,084 | 1,593 | 147% | 23 | 1,616 |

  68. OTHER EXECUTIVE COMPENSATION POLICIES AND PRACTICES

    OTHER EXECUTIVE COMPENSATION POLICIES AND PRACTICES Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Our equity awards are generally granted on fixed dates determined in advance. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our executives, which coincides with the Company’s regularly scheduled Board meetings, then grant such equity awards. Annual equity awards are typically granted to our executives in May of each fiscal year. On limited occasions, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. Our Compensation Committee approves all equity award grants for officers on or before the grant date and does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Compensation Committee does not time the release of material nonpublic information based on equity award grant dates. Risk in Relation to Compensation Programs Our compensation programs do not reward employees, including our NEOs and executive officers, for taking excessive or unnecessary risks that would have an adverse effect on the Company. Our management team assessed the program carefully to make this determination. They reached this conclusion in part due to the balance of fixed and variable compensation, balance of short and long-term incentives, design features of the plans, and the oversight and administration of the Committee. Recoupment of Incentive-Based Compensation Policy Under our Recoupment of Incentive-Based Compensation Policy, if the Company is required to prepare an accounting restatement based on erroneous data, our Board shall require reimbursement or forfeiture of any excess incentive-based compensation received by any executive officer during the three (3) completed fiscal years immediately preceding the date on which the Company is required to make the restatement. Our Recoupment of Incentive-Based Compensation Policy is designed to comply with and be interpreted in a manner consistent with Rule 10D-1 of the Exchange Act of 1934 and the applicable NYSE rules. Annual Stockholder “Say-on-Pay” Vote In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company provides stockholders with the opportunity to cast an annual advisory vote to approve the compensation of the NEOs. At the Company’s 2024 annual meeting of stockholders, approximately 86% of the votes cast on the “say-on-pay” resolution were in favor of the compensation of the NEOs for fiscal year 2024 as disclosed in the Company’s fiscal year 2024 proxy statement. Consistent with the Company’s commitment to have the executive compensation programs serve the best interests of the Company and its stockholders, the Compensation and Management Development Committee will continue to review the design of the executive compensation program considering future “say-on-pay” votes and developments in executive compensation. Insider Trading Policy The Board has adopted a Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures and Guidelines with Respect to Certain Transactions in Securities of Advanced Drainage Systems, Inc. to assist the Company’s employees and directors in complying with certain securities laws and avoiding even the appearance of improper conduct. A copy of the policy is incorporated by reference as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025. Under this policy, employees, officers, directors, consultants and contractors of the Company (collectively, “Covered Persons”) are prohibited from engaging in certain transactions relating to Company securities held by them, including any short sales and hedging transactions, short-term trading, and transactions in publicly traded options. Covered Persons are not permitted to hold securities issued by the Company in a margin account or pledge them as collateral for a loan. To date, no Covered Persons hold Company securities in a margin account or to pledge Company securities as collateral for a loan.

  69. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025 The following table summarizes the total compensation earned by each of our NEOs for fiscal years noted:

  70. Summary Compensation Table for Fiscal Year 2025

    | 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 | 2025 | 1,050,000 | — | 4,041,603 | 1,354,923 | 895,913 | 55,883 | 7,398,322 | | President & Chief Executive Officer | 2024 | 975,000 | — | 3,694,885 | 1,251,457 | 2,310,048 | 83,832 | 8,315,222 | | | 2023 | 930,000 | — | 3,149,677 | 1,051,160 | 1,715,000 | 130,936 | 6,976,773 | | Scott A. Cottrill | 2025 | 615,000 | — | 1,212,570 | 406,486 | 356,829 | 73,480 | 2,664,365 | | Chief Financial Officer, Executive Vice President, and Secretary | 2024 | 588,000 | — | 1,175,685 | 398,234 | 986,805 | 74,965 | 3,223,688 | | | 2023 | 565,000 | — | 902,745 | 301,249 | 747,279 | 80,650 | 2,596,923 | | Darin S. Harvey | 2025 | 475,000 | — | 627,393 | 210,307 | 226,965 | 47,636 | 1,587,301 | | Executive Vice President, Supply Chain | 2024 | 456,000 | — | 587,939 | 199,139 | 630,228 | 57,203 | 1,930,509 | | | 2023 | 438,000 | — | 480,166 | 160,263 | 476,463 | 48,331 | 1,603,223 | | Kevin C. Talley | 2025 | 500,000 | — | 646,905 | 216,815 | 238,910 | 71,123 | 1,673,753 | | Executive Vice President and Chief Administrative Officer | 2024 | 475,000 | — | 629,921 | 213,328 | 656,488 | 80,437 | 2,055,174 | | | 2023 | 428,000 | — | 476,294 | 158,978 | 466,184 | 85,618 | 1,615,074 | | Craig J. Taylor | 2025 | 465,000 | — | 732,730 | 203,799 | 394,213 | 62,567 | 1,858,309 | | Executive Vice President, Infiltrator Water Technologies | | | | | | | | |

  71. Summary Compensation Table for Fiscal Year 2025

    (1) Amounts reported for fiscal year 2025 reflect adjustment to NEO salaries that went into effect on June 1, 2024. Amounts reported for fiscal year 2024 reflect adjustment to NEO salaries that went into effect on June 1, 2023. Amounts reported for fiscal year 2023 reflect NEO salaries effective on June 1, 2022. (2) With respect to restricted stock awards, amounts reported for fiscal year 2025 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, 2025. With respect to performance-based restricted stock units, amounts reported for fiscal year 2025 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 $5,388,804 with respect to Mr. Barbour, $1,616,641 with respect to Mr. Cottrill, $836,524 with respect to Mr. Harvey, $862,422 and with respect to Mr. Talley and $808,498 with respect to Mr.Taylor. (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, 2025. (4) The amounts reported in this column consist of amounts to be paid under the Cash Incentive Plan for services rendered in fiscal years 2023, 2024 and 2025, as discussed above under “— Compensation Discussion and Analysis — Components of Executive Compensation — Fiscal Year 2025— Annual Incentive Compensation.” (5) The All Other Compensation column is made up of the following amounts for fiscal year 2025:

  72. Summary Compensation Table for Fiscal Year 2025

    | Name | KSOP Match Contribution $(a) | Perquisites $(b) | Total $ | | D. Scott Barbour | 13,800 | 42,083 | 55,883 | | Scott A. Cottrill | 13,800 | 59,680 | 73,480 | | Darin S. Harvey | 13,800 | 33,836 | 47,636 | | Kevin C. Talley | 13,800 | 57,323 | 71,123 | | Craig J. Taylor | 13,800 | 48,767 | 62,567 |

  73. Summary Compensation Table for Fiscal Year 2025

    (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 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, (iii) the cost of personal financial planning services (Messrs. Cottrill, Harvey and Talley), and (iv) cost of social membership dues (Messrs. Barbour, Cottrill, Harvey, Talley and Taylor). The incremental cost of Messrs Barbour, Cottrill, Talley and Taylor social membership dues exceeded the greater of $25,000 or 10% of their total perquisites and personal benefits in the amount of $29,953, $29,072, $29,953 and $42,854 respectively. The cost of perquisites and other personal benefits is summarized above under “Compensation Discussion and Analysis — Benefits and Executive Perquisites”.

  74. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025 The following table provides information concerning awards granted to the NEOs in the last fiscal year under any plan:

  75. Grants of Plan-Based Awards for Fiscal Year 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | 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) | | Name | Grant Date | Threshold $ | Target $ | Maximum $ | Threshold | Target | Maximum | | | | | | D. Scott Barbour | | | | | | | | | | | | | Restricted Stock | 5/20/2024 | — | — | — | — | — | — | 7,595 | — | — | 1,347,201 | | Restricted Stock Units | 5/20/2024 | — | — | — | 7,595 | 15,190 | 30,380 | — | — | — | 2,694,402 | | Stock Options | 5/20/2024 | — | — | — | — | — | — | — | 15,823 | 177.38 | 1,354,923 | | Cash Incentive Awards | N/A | 656,250 | 1,312,500 | 2,625,000 | — | — | — | — | — | — | — | | Scott A. Cottrill | | | | | | | | | | | | | Restricted Stock | 5/20/2024 | — | — | — | — | — | — | 2,279 | — | — | 404,249 | | Restricted Stock Units | 5/20/2024 | — | — | — | 2,279 | 4,557 | 9,114 | — | — | — | 808,321 | | Stock Options | 5/20/2024 | — | — | — | — | — | — | — | 4,747 | 177.38 | 406,486 | | Cash Incentive Awards | N/A | 261,375 | 522,750 | 1,045,500 | — | — | — | — | — | — | — | | Darin S. Harvey | | | | | | | | | | | | | Restricted Stock | 5/20/2024 | — | — | — | — | — | — | 1,179 | — | — | 209,131 | | Restricted Stock Units | 5/20/2024 | — | — | — | 1,179 | 2,358 | 4,716 | — | — | — | 418,262 | | Stock Options | 5/20/2024 | — | — | — | — | — | — | — | 2,456 | 177.38 | 210,307 | | Cash Incentive Awards | N/A | 166,250 | 332,500 | 665,000 | — | — | — | — | — | — | — | | Kevin C. Talley | | | | | | | | | | | | | Restricted Stock | 5/20/2024 | — | — | — | — | — | — | 1,216 | — | — | 215,694 | | Restricted Stock Units | 5/20/2024 | — | — | — | 1,216 | 2,431 | 4,862 | — | — | — | 431,211 | | Stock Options | 5/20/2024 | — | — | — | — | — | — | — | 2,532 | 177.38 | 216,815 | | Cash Incentive Awards | N/A | 175,000 | 350,000 | 700,000 | — | — | — | — | — | — | — | | Craig J. Taylor | | | | | | | | | | | | | Restricted Stock | 5/20/2024 | — | — | — | — | — | — | 1,143 | — | — | 202,745 | | Restricted Stock Units | 5/20/2024 | — | — | — | 1,140 | 2,279 | 4,558 | — | — | — | 404,249 | | Restricted Stock Units | 10/1/2024 | — | — | — | 403 | 806 | 1,612 | — | — | — | 125,736 | | Stock Options | 5/20/2024 | — | — | — | — | — | — | — | 2,380 | 177.38 | 203,799 | | Cash Incentive Awards | N/A | 162,750 | 325,500 | 651,000 | — | — | — | — | — | — | — |

  76. Grants of Plan-Based Awards for Fiscal Year 2025

    (1) The amounts shown reflect the estimated payouts for fiscal year 2025 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 2025 — 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, 2024 to March 31, 2027 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, 2025.

  77. Outstanding Equity Awards at Fiscal Year Ended March 31, 2025

    Outstanding Equity Awards at Fiscal Year Ended March 31, 2025 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.

  78. Outstanding Equity Awards at Fiscal Year Ended March 31, 2025

    | | 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 (4) $ | 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(6)($) | | 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) | 5/20/2020 | 59,898 | — | 41.97 | 5/19/2030 | | | | | | | Stock Options (2) | 5/19/2021 | 22,900 | — | 105.82 | 5/19/2031 | | | | | | | Stock Options (2) | 5/18/2022 | 16,905 | 8,452 | 99.29 | 5/18/2032 | | | | | | | Stock Options (2) | 5/22/2023 | 9,349 | 18,698 | 96.51 | 5/22/2033 | | | | | | | Stock Options (2) | 5/20/2024 | — | 15,823 | 177.38 | 5/20/2034 | | | | | | | Restricted Stock (3) | | | | | | 5/22 | 3,524 | 382,883 | | | | Restricted Stock (3) | | | | | | 5/23 | 8,508 | 924,394 | | | | Restricted Stock (3) | | | | | | 5/24 | 7,595 | 825,197 | | | | Restricted Stock Units (5) | | | | | | | | | 21,148 | 2,297,730 | | Restricted Stock Units (5) | | | | | | | | | 25,523 | 2,773,074 | | Restricted Stock Units (5) | | | | | | | | | 15,190 | 1,650,394 | | Scott A. Cottrill | | | | | | | | | | | | 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 | 16,524 | — | 41.97 | 5/19/2030 | | | | | | | Stock Options (2) | 5/19/2021 | 5,725 | — | 105.82 | 5/19/2031 | | | | | | | Stock Options (2) | 5/18/2022 | 4,845 | 2,422 | 99.29 | 5/18/2032 | | | | | | | Stock Options (2) | 5/22/2023 | 2,975 | 5,950 | 96.51 | 5/22/2033 | | | | | | | Stock Options (2) | 5/20/2024 | — | 4,747 | 177.38 | 5/20/2034 | | | | | | | Restricted Stock (3) | | | | | | 5/22 | 1,010 | 109,737 | | | | Restricted Stock (3) | | | | | | 5/23 | 2,707 | 294,116 | | | | Restricted Stock (3) | | | | | | 5/24 | 2,279 | 247,613 | | | | Restricted Stock Units (5) | | | | | | | | | 6,061 | 658,528 | | Restricted Stock Units (5) | | | | | | | | | 8,121 | 882,347 | | Restricted Stock Units (5) | | | | | | | | | 4,557 | 495,118 | | Darin S. Harvey | | | | | | | | | | | | Stock Options (2) | 5/18/2022 | — | 1,288 | 99.29 | 5/18/2032 | | | | | | | Stock Options (2) | 5/22/2023 | — | 2,975 | 96.51 | 5/22/2033 | | | | | | | Stock Options (2) | 5/20/2024 | — | 2,456 | 177.38 | 5/20/2034 | | | | | | | Restricted Stock (3) | | | | | | 5/22 | 537 | 58,345 | | | | Restricted Stock (3) | | | | | | 5/23 | 1,354 | 147,112 | | | | Restricted Stock (3) | | | | | | 5/24 | 1,179 | 128,098 | | | | Restricted Stock Units (5) | | | | | | | | | 3,224 | 350,288 | | Restricted Stock Units (5) | | | | | | | | | 4,061 | 441,228 | | Restricted Stock Units (5) | | | | | | | | | 2,358 | 256,197 | | Kevin C. Talley | | | | | | | | | | | | Stock Options (2) | 5/20/2020 | 8,262 | — | 41.97 | 5/19/2030 | | | | | | | Stock Options (2) | 5/19/2021 | 2,720 | — | 105.82 | 5/19/2031 | | | | | | | Stock Options (2) | 5/18/2022 | 2,557 | 1,278 | 99.29 | 5/18/2032 | | | | | | | Stock Options (2) | 5/22/2023 | 1,594 | 3,187 | 96.51 | 5/22/2033 | | | | | | | Stock Options (2) | 5/20/2024 | — | 2,532 | 177.38 | 5/20/2034 | | | | | | | Restricted Stock (3) | | | | | | 5/22 | 533 | 57,910 | | | | Restricted Stock (3) | | | | | | 5/23 | 1,450 | 157,543 | | | | Restricted Stock (3) | | | | | | 5/24 | 1,216 | 132,118 | | | | Restricted Stock Units (5) | | | | | | | | | 3,198 | 347,463 | | Restricted Stock Units (5) | | | | | | | | | 4,351 | 472,736 | | Restricted Stock Units (5) | | | | | | | | | 2,431 | 264,128 | | Craig J. Taylor | | | | | | | | | | | | Stock Options (2) | 2/3/2020 | 1,684 | — | 41.85 | 2/3/2030 | | | | | | | Stock Options (2) | 5/20/2020 | 2,556 | — | 41.97 | 5/19/2030 | | | | | | | Stock Options (2) | 5/19/2021 | 1,002 | — | 105.82 | 5/19/2031 | | | | | | | Stock Options (2) | 5/18/2022 | 866 | 433 | 99.29 | 5/18/2032 | | | | | | | Stock Options (2) | 5/22/2023 | 1,063 | 2,125 | 96.51 | 5/22/2033 | | | | | | | Stock Options (2) | 5/20/2024 | — | 2,380 | 177.38 | 5/20/2034 | | | | | | | Restricted Stock (3) | | | | | | 5/22 | 180 | 19,557 | | | | Restricted Stock (3) | | | | | | 5/23 | 967 | 105,065 | | | | Restricted Stock (3) | | | | | | 5/24 | 1,143 | 124,187 | | | | Restricted Stock Units (5) | | | | | | | | | 1,084 | 117,777 | | Restricted Stock Units (5) | | | | | | | | | 2,901 | 315,194 | | Restricted Stock Units (5) | | | | | | | | | 3,085 | 335,185 |

  79. Outstanding Equity Awards at Fiscal Year Ended March 31, 2025

    (1) Stock options issued in 2017 pursuant to the 2017 Omnibus Incentive Plan (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 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. (3) Restricted stock vests over a three-year period in 33% installments beginning with the first anniversary following the grant date. (4) The market value is the product of $108.65, the closing price of our common shares on the NYSE on March 31, 2025, and the number of unvested stock awards. (5) This column includes the restricted stock units as if they were earned at the target level for the April 1, 2022 through March 31, 2025, April 1, 2023 through March 31, 2026 or April 1, 2024 through March 31, 2027 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. (6) 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, 2025, which was $108.65.

  80. Option Exercises and Stock Vested for Fiscal Year 2025

    Option Exercises and Stock Vested for Fiscal Year 2025 The following table sets forth for each NEO the exercises of stock options and the vesting of stock awards during fiscal year 2025:

  81. Option Exercises and Stock Vested for Fiscal Year 2025

    | | 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 | 85,938 | 12,603,570 | 46,695 | 8,217,123 | | Scott A. Cottrill | 73,207 | 10,901,023 | 12,091 | 2,127,784 | | Darin S. Harvey | 6,872 | 446,941 | 5,982 | 1,052,655 | | Kevin C. Talley | — | — | 5,879 | 1,034,583 | | Craig J. Taylor | — | — | 2,367 | 416,806 |

  82. Option Exercises and Stock Vested for Fiscal Year 2025

    (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) Amounts shown include the the total number of shares of restricted stock that vested during fiscal year 2025 and the performance-based awards earned under the long-term incentive plan for three year period ending March 31, 2025. Restricted stock grants vest over a three-year period in 33% installments beginning with the first anniversary following the grant date.

  83. Pension Benefits and Nonqualified Deferred Compensation for Fiscal Year 2025

    Pension Benefits and Nonqualified Deferred Compensation for Fiscal Year 2025 We do not provide any defined benefit plans or nonqualified deferred compensation plans to our NEOs.

  84. 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 2025, we completed the process to identify the median employee at ADS. The fiscal year 2025 median employee identification assessment involved examining the annualized base rate for all individuals (excluding our CEO) who were employed by us in the United States and Canada on March 31, 2025, the last day of fiscal year 2025. We included all employees, whether employed on a full-time and part-time basis. We excluded employees from joint ventures in Mexico and South America, along with small sales group working in Europe and the Middle East. We chose our median employee after considering employment tenure and compensation stability. The median employee’s annual total compensation for the period of April 1, 2024 to March 31, 2025 was used in the fiscal year 2025 CEO pay ratio calculation. Mr. Barbour served in the capacity of Advanced Drainage Systems, Inc. CEO for the entire period of April 1, 2024 to March 31, 2025 (fiscal year 2025). In fiscal year 2025, Mr. Barbour’s annual total compensation was $7,398,322, while the median employee’s annual total compensation was $76,200. As a result, the calculated ratio of the CEO’s annual total compensation to the median employee annual total compensation is 97 to 1. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  85. 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, Harvey and Taylor 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 Messrs. Harvey and Taylor), 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 (except for termination for Cause) 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. For each of our NEOs, the payment of the above 24 or 18 months base salary is conditioned upon the executive’s release of claims against us. Our stock option agreements with each NEO under 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 Omnibus Incentive Plan, as amended (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. 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 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.

  86. Potential Payments upon Termination or Change in Control

    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, 2025, 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.

  87. 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) | $2,100,000 | $895,913 | $8,853,671 | $13,268,867 | | Other Terminations (2) | $— | $— | $9,159,776 | $9,159,776 | | Change in Control (3) | $— | $— | $8,853,671 | $8,853,671 | | Scott A. Cottrill | | | | | | Specified Circumstances (1) | $922,500 | $356,829 | $3,314,736 | $5,226,240 | | Other Terminations (2) | $922,500 | $356,829 | $— | $1,911,504 | | Change in Control (3) | $— | $— | $2,687,458 | $2,687,458 | | Darin S. Harvey | | | | | | Specified Circumstances (1) | $712,500 | $226,965 | $1,381,267 | $2,725,400 | | Other Terminations (2) | $— | $— | $1,687,900 | $1,687,900 | | Change in Control (3) | $— | $— | $1,381,267 | $1,381,267 | | Kevin C. Talley | | | | | | Specified Circumstances (1) | $750,000 | $238,910 | $1,766,480 | $3,174,431 | | Other Terminations (2) | $750,000 | $238,910 | $— | $1,407,951 | | Change in Control (3) | $— | $— | $1,431,898 | $1,431,898 | | Craig J. Taylor | | | | | | Specified Circumstances (1) | $697,500 | $394,213 | $1,016,964 | $2,310,083 | | Other Terminations (2) | $— | $— | $1,048,551 | $1,048,551 | | Change in Control (3) | $— | $— | $1,016,964 | $1,016,964 |

  88. Potential Payments upon Termination or Change in Control

    (1) In the case of Messrs. Barbour, Harvey and Taylor, 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. (2) In the case of Messrs. Barbour, Harvey and Taylor, 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 2017 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 2025. (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 $108.65, the closing price of our common shares on the NYSE on March 31, 2025, 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 $108.65. Acceleration of restricted stock units are also included and were calculated by multiplying the number of restricted stock units held by the NEO, assuming achievement of the applicable performance goal at 100% of the target, by $108.65.