Anesa T. Chaibi
ADVANCED DRAINAGE SYSTEMSAbout Anesa T. Chaibi
Anesa T. Chaibi, age 59, has served as an independent director of Advanced Drainage Systems (ADS) since 2020 and currently chairs the Compensation & Management Development Committee; she also serves on the Sustainability and Executive Committees . She is the Chief Executive Officer and a director of Global Industrial Company (NYSE: GIC) and holds a B.S. in Chemical Engineering (West Virginia University) and an MBA (Duke University—Fuqua) . ADS’s Board determined all non-employee directors (including Ms. Chaibi) are independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Industrial Company (NYSE: GIC) | Chief Executive Officer; Director | Current | Industrial distribution leadership; board service |
| Coalesce Capital | Operating Partner & Chief Transformation Officer | 2023 – Feb 2025 | Transformation leadership in human capital and tech-enabled services |
| CoolSys, Inc. | President & CEO | 2021 – Feb 2023 | Refrigeration/HVAC services leadership |
| Warburg Pincus | Industry Advisor, Industrial & Business Services | 2019 – 2021 | Sector advisory |
| Optimas OE Solutions, LLC | CEO & Director | 2016 – 2019 | Manufacturing/distribution leadership |
| HD Supply Facilities Maintenance (division of HD Supply Holdings) | President & CEO | 2005 – 2015 | Facilities MRO leadership |
| General Electric | Various roles across business units | 1989 – 2005 | Engineering/operations management experience |
External Roles
| Company | Board Role | Tenure | Notes |
|---|---|---|---|
| Global Industrial Company (NYSE: GIC) | Director | Current | CEO and director |
| RegalRexnord Corporation (NYSE: RRX) | Director | 2014 – 2025 | Former public board service |
| Warburg Pincus Capital Corporation I‑A (NYSE: WPCA‑UN) | Director | 2021 – 2023 | SPAC board service |
Board Governance
- Independence: ADS Board determined all directors except the CEO are independent under NYSE and SEC rules; committee members meet applicable independence standards .
- Board leadership and executive sessions: Independent Chair leads executive sessions at each regularly scheduled Board meeting; Chair and CEO roles are separated .
- Attendance: Board met six times in fiscal 2025; all directors attended at least 75% of Board and committee meetings .
- Committees and meetings:
- Compensation & Management Development Committee (Chair: Chaibi): met seven times in fiscal 2025 .
- Sustainability Committee (Chair: Coleman; members include Chaibi): met four times in fiscal 2025 .
- Executive Committee: includes the Board Chair and the chairpersons of Audit, Compensation, Governance, and Sustainability; meets as needed .
| Item | Detail |
|---|---|
| Director election (2025) | Anesa T. Chaibi received 66,980,403 For; 1,518,930 Against; 55,756 Abstentions; 2,085,739 Broker non-votes |
| Say‑on‑pay (2024) | “Say‑on‑pay” support: 86% |
| Say‑on‑pay (2025) | For 60,210,402; Against 8,223,794; Abstentions 110,893; Broker non‑votes 2,085,739 |
Fixed Compensation
| Component | FY2025 Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $100,000 per non‑employee director | No meeting fees |
| Committee chair fee | $20,000 for Compensation, Sustainability, Governance; $30,000 for Audit | Chaibi is Compensation Chair |
| Chaibi—Fees earned (cash) | $113,333 | Reflects Board retainer plus chair fee prorated from July 2024 |
| Expense reimbursement | Reasonable travel and other expenses reimbursed | Standard policy |
Performance Compensation
Directors receive time‑based restricted stock (no performance metrics) that vests on the one‑year anniversary of grant; awards are granted on the date of the annual meeting and are subject to forfeiture if service ends before vesting .
| Award Term | FY2025 Program Value | Chaibi—FY2025 Stock Awards (grant‑date fair value) | Vesting | Grant Timing |
|---|---|---|---|---|
| Director Stock Awards (RS) | Increased from $125,000 to $135,000 | $142,323 | One‑year cliff vest from grant date | Granted on date of annual meeting (July 17, 2025) |
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Compensation Committee interlocks | None disclosed; no interlocking relationships requiring disclosure |
| Competitor board policy | Directors may not serve on a competitor’s board; other public boards require Board approval |
| Related‑party transactions | No related‑party transactions disclosed involving Ms. Chaibi; RPTs reviewed under policy by Governance Committee |
Expertise & Qualifications
- Executive leadership across industrial distribution, MRO, manufacturing and services; engineering background; corporate governance experience .
- Committee leadership as Compensation Chair; oversight of executive pay, incentives, succession, and equity plans .
- Sustainability oversight experience via committee membership .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Anesa T. Chaibi | 6,458 | <1% | As of May 8, 2025 |
- Director stock ownership guidelines: increased to 5x annual cash retainer; 5‑year compliance window from election; retain shares until guideline met; long‑serving directors in compliance; newer members on track .
- Hedging/pledging: Prohibited; Covered Persons may not hedge, short, hold in margin, or pledge ADS shares; to date, none hold ADS securities in margin accounts or pledge as collateral .
Governance Assessment
- Strengths:
- Independence affirmed; robust committee structure; separate Chair/CEO and executive sessions each regular meeting .
- Active Compensation Committee chaired by Chaibi; use of independent consultant (Willis Towers Watson) with no conflicts identified by the Committee .
- Strong shareholder support for executive compensation (86% in 2024; substantial For votes in 2025) .
- Director equity ownership guidelines increased to 5x retainer, improving alignment; hedging/pledging prohibited .
- Potential conflict considerations:
- Concurrent CEO and director role at Global Industrial Company (industrial distributor) could present customer/supplier interlock exposure; ADS policy restricts competitor boards and requires Board approval for other public company boards, mitigating risk. No related‑party transactions disclosed involving Chaibi .
- Attendance and engagement:
- Board and committees met frequently (Board: six; Compensation: seven; Sustainability: four); all directors met the 75% attendance threshold, indicating engagement .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or compensation committee interlocks for Ms. Chaibi .