Advanced Drainage Systems, Inc. (NYSE:WMS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fiscal Year 2017 Annual Cash Incentive Plan
Awards
On May23, 2017 the Compensation and Management Development
Committee (the Committee) of the Board of Directors (the Board)
of Advanced Drainage Systems, Inc. (the Company) recommended and
approved, and on May24, 2017 the Board ratified and approved, the
award of cash bonuses to each of the named executive officers
(each, an NEO) of the Company for the fiscal year ended March31,
2017, to the Companys previously adopted Annual Cash Incentive
Plan. The NEOs include Joseph A. Chlapaty, Chairman of the Board,
President and Chief Executive Officer; Scott A. Cottrill,
Executive Vice President and Chief Financial Officer; Thomas M.
Fussner, Executive Vice President and Co-Chief Operating Officer;
Ronald R. Vitarelli, Executive Vice President and Co-Chief Operating Officer;
and Robert M. Klein, Executive Vice President, Sales.
The Board and the
Committee based their determinations on a review of previously
established performance measures related to the Companys
financial performance (20% weighted for net sales and 60%
weighted for Adjusted EBITDA), as well as individual performance
measures based upon the performance of the relevant executive as
compared to the executives annual performance objectives,
weighted at 20%. The bonus amounts awarded were based upon the
performance measures and percentage weights established under the
plan for fiscal year 2017. The amounts awarded for fiscal year
2017 are as follows: Joseph A. Chlapaty, $727,659; Scott A.
Cottrill, $263,463; Thomas M. Fussner, $203,144; Ronald R.
Vitarelli, $192,164; and Robert M. Klein, $157,025.
Fiscal
Year 2018 Base Salary and Annual Cash Incentive Plan
Design
The Board and the
Committee also approved base salary adjustments for each of the
NEOs for fiscal year 2018. The Board and the Committee based
their determinations on a review of each such NEOs position and
responsibility and on available market data. The base salaries
established for fiscal year 2018, to be effective as of June1,
2017, are as follows: Mr.Chlapaty, $710,000; Mr.Cottrill,
$485,000; Mr.Fussner, $375,000; Mr.Vitarelli, $365,000; and
Mr.Klein, $345,000.
The Board and the
Committee also approved the Companys annual performance measures,
weights and minimum, target and maximum amounts for the Annual
Cash Incentive Plan for fiscal year 2018. The Annual Cash
Incentive Plan provides annual cash incentive compensation
opportunities based on performance measures that generally are
similar to the performance measures utilized for fiscal year
2017, as follows:
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Total Net Sales net sales as reflected in the Companys financial statements. |
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Adjusted EBITDA EBITDA before stock based compensation expense, non-cash charges and certain other expenses. |
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Individual Goal Achievement performance of the executives versus their respective annual performance objectives. |
For fiscal year
2018, 60% of the incentive award is based upon the achievement of
certain levels of Adjusted EBITDA, 20% is based upon achieving
certain levels of net sales and 20% is based upon attainment of
certain individual performance goals. The foregoing percentages
are then multiplied by the NEOs 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 or
Individual Goal Achievement measures.
For the Adjusted
EBITDA and Total Net Sales performance measures, the payouts will
range from 50% of target for minimum performance, 50% of target
for target performance, and 250% of target for maximum
performance, for fiscal year 2018. Payout percentages for
performance between the minimum performance goal and the maximum
performance goal are determined using linear
interpolation.
In making award
determinations under the Annual Cash Incentive Plan, the
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 Section1.409A-1(b)(4) following the Companys March31,
2018 fiscal year end.
About Advanced Drainage Systems, Inc. (NYSE:WMS)
Advanced Drainage Systems, Inc. is engaged in designing, manufacturing and marketing of thermoplastic corrugated pipe and related water management products, primarily in North and South America, and Europe. The Company operates through two segments: Domestic and International. The Domestic segment manufactures and markets products throughout the United States. The International segment manufactures and markets products in certain regions outside of the United States, with a focus on its owned facilities in Canada and through its joint ventures with local partners in Mexico, Central America and South America. Its product line includes corrugated high density polyethylene (HDPE) pipe, polypropylene (PP) pipe and related water management products. Its products are used across a range of end markets and applications, including non-residential, residential, agriculture and infrastructure applications. Advanced Drainage Systems, Inc. (NYSE:WMS) Recent Trading Information
Advanced Drainage Systems, Inc. (NYSE:WMS) closed its last trading session down -0.85 at 19.80 with 372,998 shares trading hands.