Kelly S. Gast
ADVANCED DRAINAGE SYSTEMSAbout Kelly S. Gast
Kelly S. Gast (age 58) is an independent director at Advanced Drainage Systems, Inc. (WMS), serving since 2022. She retired as SVP & CFO of Bayer Crop Science (2021–2023) and previously was CFO of Bayer US (2018–2021); earlier she held progressively senior finance roles at Monsanto beginning in 1995. She holds a B.A. in Economics from the University of Illinois at Champaign-Urbana and is a CPA; the Board identifies her as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer Crop Science | Senior Vice President & Chief Financial Officer | 2021–2023 | Member of Crop Science Executive Leadership Team; financial leadership for global division |
| Bayer US | Chief Financial Officer | 2018–2021 | Led U.S. finance across Bayer businesses |
| Monsanto Company | Vice President, Commercial Finance | 2011–2018 | Commercial finance leadership; preceded by various finance roles since 1995 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Committees: Audit; Sustainability .
- Audit committee financial expert designation: Yes (SEC Section 407) .
- Independence: Board determined she is independent under NYSE rules; 10 of 11 nominees are independent .
- Attendance: Board met 6 times in FY2025; each director attended at least 75% of Board and committee meetings; Audit met 8 times; Sustainability met 4 times .
- Board leadership and executive sessions: Independent Chair leads executive sessions at each regularly scheduled Board meeting .
Fixed Compensation (Director)
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors; no meeting fees |
| Committee chair fees | $0 | Only applicable to chairs; Audit Chair $30,000; Compensation/Sustainability/Governance Chairs $20,000 |
| Board Chair incremental retainer | N/A | Not applicable to Gast |
| Cash actually paid (Gast) | $0 | Elected stock in lieu of cash retainer |
Performance Compensation (Director Equity)
| Grant Type (FY2025) | Grant Value | Vesting | Notes |
|---|---|---|---|
| Director Restricted Stock Award | $135,000 | Vests at one-year anniversary | Program value increased to $135,000 in FY2025; granted on annual meeting date |
| Stock in Lieu of Cash (Restricted Stock) | $100,000 | Vests at one-year anniversary | Gast elected stock instead of $100,000 cash retainer |
| Total Stock Awards (Gast) | $247,629 | As above | Reported fair value in FY2025 director compensation table |
Equity awards to directors are time-based restricted stock; no performance metrics are applied to director equity grants. Awards are granted on the date of the annual meeting and valued at grant; unvested shares are forfeited upon Board service termination during the vesting period .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | None disclosed for Gast |
| Interlocks | No compensation committee interlocks disclosed |
| Service policy | Board approval required before accepting another public board; no service on competitors permitted |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Financial/accounting | Former CFO (Bayer Crop Science; Bayer US); CPA; designated audit committee financial expert |
| Strategy/operations | Senior leadership across global agribusiness; commercial finance leadership at Monsanto |
| Governance | Independent director; Audit and Sustainability Committee member |
| Education | B.A. Economics, University of Illinois at Champaign-Urbana |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged/Hedged |
|---|---|---|---|
| Kelly S. Gast | 5,904 | ~0.0076% (5,904 / 77,640,716) | Company policy prohibits hedging/pledging; none by Covered Persons to date |
- Director stock ownership guidelines: increased to 5x the annual cash retainer in FY2025; directors have five years from election to meet; must retain shares (net of tax) until compliant; long-tenured members in compliance; newer members on track .
- Gast election date: 2022 → guideline compliance timeline through 2027 .
Governance Assessment
- Positive signals:
- Independence and audit committee financial expert designation enhance oversight credibility .
- Strong engagement via Audit (8 meetings) and Sustainability (4 meetings); overall attendance at least 75% threshold met .
- Alignment: elected equity in lieu of cash; subject to 5x ownership guideline with retention requirements .
- Hedging/pledging prohibited; no margin/pledge activity by Covered Persons to date .
- No related-party transactions involving Gast disclosed; related party transactions reviewed under written policy .
- Watch items:
- Ownership level is small relative to outstanding shares (as typical for outside directors); monitor progress toward 5x retainer guideline by 2027 .
- Broader governance climate: “Say-on-Pay” support was 86% in prior year—generally supportive but short of best-in-class; continue investor outreach .
Director Compensation Detail (FY2025)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kelly S. Gast | — | 247,629 | 247,629 |
Committees and Attendance Context
| Committee | Membership | Meetings in FY2025 | Notes |
|---|---|---|---|
| Audit | Member (financial expert) | 8 | Oversees audit firm selection, financial reporting integrity, internal controls |
| Sustainability | Member | 4 | Oversees sustainability, safety, environmental programs and reporting |
| Board | Independent director | 6 Board meetings total | Each director ≥75% attendance; independent Chair leads executive sessions |
Beneficial Ownership Snapshot
| Name | Shares Owned | Percent |
|---|---|---|
| Kelly S. Gast | 5,904 | Less than 1%; ~0.0076% based on 77,640,716 shares outstanding |
Related Party & Policy Controls
- Related party transactions: none disclosed specific to Gast; Board maintains formal policy and committee review .
- Insider trading policy: prohibits short sales, hedging, and holding ADS shares in margin accounts or pledging; none currently by Covered Persons .
Overall, Gast’s finance expertise, independence, audit oversight role, and equity election support investor confidence. No conflicts or red flags are disclosed; monitoring ownership guideline progression and continued committee engagement remains prudent .