Anil Seetharam
ADVANCED DRAINAGE SYSTEMSAbout Anil Seetharam
Independent director at Advanced Drainage Systems (ADS, ticker: WMS). Age 46; director since 2021. Managing Director at Berkshire Partners (Stockbridge public equity unit). Dual degrees from the University of Pennsylvania: B.S. in Economics (Wharton) and B.S. in Engineering (SEAS). Skills cited by WMS include deep public/private markets investing experience, supporting his role on governance and sustainability oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Berkshire Partners Private Equity | Investment professional | 2003–2005 | Investing and portfolio oversight experience relevant to strategy/M&A |
| Reservoir Capital | Investment professional | 2005–2007 | Public/private investing exposure |
| McKinsey & Co. | Consultant | 2001–2003 | Strategy/operations grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Berkshire Partners (Stockbridge) | Managing Director | 2007–present | Senior member of Stockbridge public equity team |
| UPenn School of Engineering & Applied Sciences | Technology Advisory Board member | Current | Academic advisory role; technology oversight relevance |
Board Governance
- Independence: WMS Board determined all directors other than the CEO are independent under NYSE rules; Seetharam is designated “Independent” .
- Committee assignments: Member, Nominating & Corporate Governance; Member, Sustainability . The Nominating & Governance Committee met 4 times in FY2025; the Sustainability Committee met 4 times in FY2025 .
- Attendance: Board met 6 times in FY2025; each director attended at least 75% of Board and committee meetings on which they served .
- Board structure: Independent Chair (separate from CEO); executive sessions of independent directors at each regularly scheduled Board meeting .
Committee Assignments Detail
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 4 | Oversees director recruitment, governance practices, and Board evaluation |
| Sustainability | Member | 4 | Oversees sustainability, safety, environmental programs and disclosures |
Fixed Compensation (Director)
| Element | FY2025 Terms/Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | No meeting fees; standard for non-employee directors |
| Committee chair fees | $20,000 (Comp, Sust, N&G); $30,000 (Audit) | Seetharam is not a chair; no chair fee |
| Chair of Board add’l cash | $95,000 (not applicable) | Applies to Board Chair only |
| Equity – annual director stock award | $135,000 grant value | Increased from $125,000 in FY2024; vests one year from grant date |
| Stock in lieu of cash option | Election available (1:1 value) | Seetharam elected stock in lieu of $100,000 cash retainer |
FY2025 Director Compensation – Seetharam
| Component | Cash ($) | Stock Awards ($) | Total ($) | Election Details |
|---|---|---|---|---|
| Annual retainer + equity | 0 | 247,629 | 247,629 | Elected stock in lieu of cash retainer; one-year vesting |
Implication: 100% equity for FY2025 signals alignment; the program also raised the standard annual equity from $125k to $135k in FY2025, increasing at-risk exposure for directors .
Performance Compensation (Director)
| Equity Award Type | Vesting | Performance Metric Tie |
|---|---|---|
| Time-based restricted stock (incl. stock in lieu) | One-year cliff vest from grant date | None; director equity is time-based (no financial KPIs) |
Directors at WMS are not paid based on financial performance metrics; they receive cash retainers (or stock in lieu) and time-based equity that vests after one year, which mitigates short-termism and emphasizes ownership .
Other Directorships & Interlocks
| Company/Organization | Role | Status | Notes |
|---|---|---|---|
| Mattress Firm Holding (MFRM) | Director | Prior | Only prior public company board disclosed |
| Current public company boards | — | None disclosed | Proxy lists none for Seetharam |
| Competitor/customer/supplier overlaps | — | None disclosed | No Seetharam-related related-party items disclosed; RPTs are reviewed under policy |
Expertise & Qualifications
- Public and private markets investing (Berkshire Partners; Stockbridge), strategy and M&A—explicitly cited as qualifications .
- Dual Wharton/SEAS education (finance/engineering), enhancing financial literacy and technology perspective for governance and sustainability topics .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 13,687 |
| Shares outstanding (record date, 5/23/2025) | 77,640,716 |
| Ownership as % of outstanding | ~0.018% (13,687 / 77,640,716) using proxy figures |
Additional alignment policies and status:
- Director stock ownership guideline: 5x annual cash retainer; five-year compliance window; “new board members are on track” (Seetharam joined 2021) .
- Hedging/pledging: Prohibited; covered persons (including directors) may not hedge, short, hold in margin accounts, or pledge ADS securities .
- Section 16(a) compliance: All filing requirements met in FY2025 (no delinquencies) .
Related-Party/Conflict Checks
- Independence affirmed by the Board; Seetharam is independent and serves only on fully independent committees .
- “Certain Relationships and Related-Party Transactions” section: no Seetharam-specific transactions disclosed; Nominating & Corporate Governance Committee oversees RPT review under written policy .
Say-on-Pay & Shareholder Feedback (Context)
- FY2024 say-on-pay support: 86%—indicates generally favorable investor sentiment toward compensation governance, providing a supportive governance backdrop for the Board .
Governance Assessment
Strengths
- Independent director with capital allocation and markets expertise; committee roles are well-aligned to skills (governance and sustainability) .
- Strong alignment: elected to receive stock in lieu of $100k cash retainer; 100% equity compensation in FY2025 ($247,629), with one-year vesting; 5x retainer ownership guideline applies .
- No hedging/pledging allowed; Section 16 filings current; mitigates alignment and transparency risks .
- Board/committee attendance threshold met; active committee oversight (both committees met 4 times) .
Watch items
- Berkshire Partners affiliation: no related-party transactions disclosed, but ongoing monitoring advisable for any Berkshire portfolio relationships with ADS customers/suppliers (policy requires review) .
- Ownership stake is modest in absolute % terms (~0.018% given large float), though director guideline is value-based and time-phased; monitor progress toward 5x retainer target within five-year window .
Bottom line: No material governance red flags disclosed for Seetharam. Profile shows relevant expertise, independence, solid engagement, and equity-oriented pay that supports investor alignment .