M.A. (Mark) Haney
ADVANCED DRAINAGE SYSTEMSAbout M.A. (Mark) Haney
M.A. (Mark) Haney, age 70, has served as an independent director of Advanced Drainage Systems, Inc. since 2014. He brings four decades of petrochemicals leadership, most recently as EVP of Olefins & Polyolefins at Chevron Phillips Chemical Company LP (retired 2012); his background includes senior roles overseeing polyethylene/polypropylene and leading Performance Pipe, with early management roles at Phillips Petroleum. Haney holds a B.S. in Organic Chemistry from West Texas University and sits on ADS’s Audit and Compensation & Management Development Committees, providing raw materials expertise highly aligned with ADS’s polymer-based products .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Phillips Chemical Company LP | Executive Vice President, Olefins & Polyolefins | Until 2012 | Led large-scale petrochemicals businesses relevant to ADS resin supply |
| Chevron Phillips Chemical Company LP | Senior Vice President, Specialties, Aromatics & Styrenics | 2008–2010 | Specialty chemicals oversight; portfolio and margin mix expertise |
| Chevron Phillips Chemical Company LP | Vice President, Polyethylene & Polypropylene | Not disclosed (prior to 2008) | Polyolefins leadership; polymer chain insight |
| Chevron Phillips Chemical Company LP | President, Performance Pipe | Not disclosed | Pipe operations leadership directly analogous to ADS products |
| Phillips Petroleum Company | Business & Operating Manager (refining, chemical operations, pipelines) | Not disclosed | Broader energy/industrial operations capability |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Phillips 66 Partners | Director (former) | Not disclosed | Past public company directorship; no current WMS interlocks disclosed |
Board Governance
- Committee memberships: Audit; Compensation & Management Development; not a chair .
- Independence: Determined independent under NYSE and SEC rules; 10 of 11 nominees independent overall .
- Attendance: Board met six times in FY2025; each director attended at least 75% of Board and applicable committee meetings. Audit Committee met eight times; Compensation & Management Development met seven times .
- Board leadership: Independent Chair; executive sessions led by Independent Chair at each regular meeting; all directors elected annually by majority vote .
- Director service on other boards: Requires Board approval; prohibited from competitor boards; current commitments reviewed for capacity and conflicts .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | No meeting fees; standard for non-employee directors |
| Committee chair fees | N/A | Haney is not a chair; Audit Chair $30,000; Comp/Sustainability/Governance Chairs $20,000 |
| Equity—director stock award (time-based RS) | Program value increased to $135,000 | Vests one year from grant; granted on annual meeting date (July 17, 2025) |
| Equity—Stock in Lieu of Cash option | Available; Haney did not elect it | Eversole, Seetharam, Gast elected stock in lieu of $100,000 cash retainer |
| Director (FY2025) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| M.A. (Mark) Haney | 100,000 | 142,323 | 242,323 |
Performance Compensation
- Structure: Director equity is time-based restricted stock; no performance metrics, options, or cash incentives tied to financial KPIs for directors .
- Vesting and grant mechanics: Grants made on annual meeting date (July 17, 2025) and vest on the one-year anniversary; forfeiture if service ends before vest .
| Award Type | Grant Date | Vesting | Grant-Date Fair Value |
|---|---|---|---|
| Restricted Stock (Director Stock Award) | July 17, 2025 | 1-year cliff vest | $142,323 (Haney FY2025) |
Note: No director performance metrics (e.g., EBITDA, TSR) govern director equity; ADS uses WTW for market benchmarking of director pay .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Haney |
| Prior public company boards | Phillips 66 Partners (former) |
| Interlocks/conflicts | No compensation committee interlocks; related-party transactions overseen by policy; none involving Haney disclosed |
Expertise & Qualifications
- Deep petrochemical operations and polymer value-chain expertise (polyethylene/polypropylene, pipe manufacturing) directly relevant to ADS’s resin sourcing, pricing, and product engineering .
- Financial literacy for Audit Committee; compensation governance experience via Compensation & Management Development Committee .
- Strategic and risk oversight experience across chemicals and industrial operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| M.A. (Mark) Haney | 7,066 | <1% |
- Ownership alignment: Director stock ownership guidelines increased from 3x to 5x annual cash retainer; directors must retain net shares until guideline met; long-serving members are in compliance; new members tracking to guideline .
- Hedging/pledging: Prohibited; covered persons may not hold ADS shares in margin accounts or pledge as collateral; to date, no pledging or margin holdings by covered persons .
Governance Assessment
- Board effectiveness: Haney’s petrochemical and polymer background strengthens supply-chain, raw materials pricing, and manufacturing insights, fitting ADS’s stormwater/septic plastic solutions portfolio. Active roles on Audit and Compensation committees indicate engagement with financial controls and pay governance .
- Independence and attendance: Independent status confirmed; at least 75% attendance; committee meeting cadence suggests ongoing engagement .
- Compensation alignment: Director pay mix is standard—cash retainer plus time-based equity; lack of meeting fees reduces pay-for-attendance distortions; optional equity in lieu of cash supports ownership alignment even though Haney did not elect it in FY2025 .
- Shareholder sentiment: 2024 say-on-pay support at ~86% indicates general investor alignment with compensation practices (executive-focused but relevant to governance confidence) .
- RED FLAGS: None identified—no pledging, no related-party transactions involving Haney, no interlocks requiring disclosure, no attendance shortfall disclosed .