Advanced Drainage Systems (WMS) Proxy Filing summary

Executive summary

• Fiscal year 2024 marked the ninth consecutive year of record profitability, with net income of $513.3 million and Adjusted EBITDA up 2% to $923 million, despite a 6% decrease in net sales due to weak demand in the first half of the year.

• Strategic initiatives included new commercial partnerships, product launches, and continued investment in facilities and technology, reinforcing market leadership in water management solutions.

• The company advanced ESG initiatives, including a Supplier Code of Conduct, Biodiversity Policy, and progress on 10-year sustainability goals, and became a signatory to the UN Global Compact.

Voting matters and shareholder proposals

• Shareholders will vote to elect eleven directors for one-year terms, ratify Deloitte & Touche LLP as independent auditor for FY2025, and approve a non-binding advisory vote on executive compensation.

• The board recommends voting FOR all director nominees, auditor ratification, and the executive compensation proposal.

• Shareholder proposals for the 2025 annual meeting must be submitted between March 20 and April 19, 2025.

Board of directors and corporate governance

• The board will be reduced from twelve to eleven members, with a new nominee, Luther C. Kissam IV, recommended by a third-party search firm.

• 91% of directors are independent; 55% of the board is diverse by gender, race, or ethnicity.

• All directors are elected annually under a majority voting standard; the board separates the roles of Chair and CEO.

• Board committees include audit, compensation, nominating and governance, sustainability, and executive committees, each with defined responsibilities.

• Directors are subject to stock ownership guidelines and restrictions on service with competitors.