ADS - Advanced Drainage Systems Inc.
05/21/2024 | Press release | Distributed by Public on 05/21/2024 14:43
Management Change/Compensation - Form 8-K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Fiscal Year 2025 Annual Cash Incentive Plan Design
On May 14, 2024, the Compensation and Management Development Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Advanced Drainage Systems, Inc. (the "Company") recommended, and on May 15, 2024 the Board approved, the Company's annual performance measures, weights and minimum, target and maximum amounts for the Annual Cash Incentive Plan for fiscal year 2025, under the Company's 2017 Omnibus Incentive Plan. The Annual Cash Incentive Plan provides annual cash incentive compensation opportunities based on performance measures that are similar to the performance measures utilized for fiscal year 2024, as follows:
•Total Net Sales- net sales as reflected in the Company's financial statements.
•Adjusted EBITDA- EBITDA before stock based compensation expense, non-cash charges and certain other expenses.
For fiscal year 2025, 80% of the incentive award for all named executive officers is based upon the achievement of certain levels of the Company's Adjusted EBITDA and 20% is based upon achieving certain levels of the Company's Total Net Sales. The foregoing percentages are then multiplied by the named executive officer's total target incentive award (calculated as a percentage of annual base salary) to arrive at the target amounts. The Annual Cash Incentive Plan includes a funding trigger that requires the achievement of the established minimum threshold performance level for Adjusted EBITDA in order for any potential payout based on the Total Net Sales.
For the Adjusted EBITDA and Total Net Sales performance measures, the payouts will range from 0% of target for minimum performance, 100% of target for target performance, and 200% of target for maximum performance, for fiscal year 2025. Payout percentages for performance between the minimum performance goal, the target performance goal and the maximum performance goal will be determined using linear interpolation.
In making award determinations under the Annual Cash Incentive Plan, the Compensation Committee shall have full power and authority to interpret the terms and conditions of the Annual Cash Incentive Plan and make all determinations thereunder, as well as the power and authority to make adjustments to the design of the Annual Cash Incentive Plan that it deems necessary or proper in its sole and absolute discretion. Annual cash incentive awards will be paid in a lump sum (less applicable withholdings) within the "applicable 2-1/2 month period," as defined in Treasury Regulations Section 1.409A-1(b)(4)(A) following the Company's March 31, 2025 fiscal year end.