Manuel Perez de la Mesa
ADVANCED DRAINAGE SYSTEMSAbout Manuel Perez de la Mesa
Manuel J. Perez de la Mesa (age 68) is an independent director of Advanced Drainage Systems (WMS) since 2019. He chairs the Audit Committee and serves on the Compensation & Management Development and Executive Committees, bringing deep CEO, distribution, and industrial operations experience; he holds a B.A. (Florida International University), MBA (St. John’s University), and was licensed as a CPA and CMA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pool Corporation | President & COO | 1999–2001 | Led operations ahead of CEO role |
| Pool Corporation | President & CEO | 2001–2018 | Drove growth in distribution of pool/outdoor products |
| Watsco, Inc.; Fresh Del Monte Produce B.V.; IBM; Sea-Land Service/R.J. Reynolds | General, financial, operations management | Not disclosed | Built broad supply chain/industrial experience |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Pool Corporation (NASDAQ: POOL) | Director; Vice Chairman since 2019 | Current | Board service since 2001 |
| Imperial Dade (BCPE Empire Topco, Inc.) | Director | Current | Private equity-backed distributor |
| US LBM (BCPE Ulysses Investor L.P.) | Director | Current | Building materials distributor |
| Varsity Brands (Gameday Topco LP) | Director | Current | K–12/college-branded products |
| Medco (Bution Holdings 1 LLC) | Director | Current | Healthcare supplies distributor |
| Reece USA (Hamilton HoldCo, LLC) | Director | Current | Plumbing/HVAC distribution |
Board Governance
- Independence and roles: Perez de la Mesa is independent; 10 of 11 nominees are independent. He chairs the Audit Committee and sits on Compensation & Management Development and Executive Committees .
- Audit Committee composition and expertise: Audit Committee met 8× in FY2025; all members financially literate. The Board designated Perez de la Mesa as an SEC “audit committee financial expert” .
- Compensation Committee: Committee met 7× in FY2025; membership includes Perez de la Mesa, with Anesa Chaibi as chair .
- Attendance: Board met 6× in FY2025; each director attended at least 75% of Board/committee meetings. Directors are encouraged to attend annual meetings (about 90% attended the 2024 meeting) .
- Governance safeguards: Majority voting for director elections; independent Chair; executive sessions; robust evaluation process; committee independence per NYSE/SEC rules .
Fixed Compensation
Program design for non‑employee directors:
- Annual cash retainer: $100,000; Audit Chair additional $30,000; other committee chairs $20,000; Board Chair cash retainer $95,000 (raised from $90,000 in FY2025) .
- No meeting fees; expense reimbursement permitted .
Director cash compensation amounts:
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| FY2025 | $100,000 | $30,000 (Audit Chair) | $130,000 | Paid in cash; did not elect stock-in-lieu |
| FY2024 | $0 (retainer taken as stock-in-lieu) | $30,000 (Audit Chair) | $30,000 | Elected stock-in-lieu of cash retainer |
Performance Compensation
Directors receive time-based restricted stock (no performance metrics). Grants vest on the one-year anniversary of the grant date; directors may also elect to take their $100k cash retainer in restricted stock, subject to the same vesting .
Equity awards received:
| Year | Stock Awards ($) | Award Type | Vesting | Stock-in-Lieu Election |
|---|---|---|---|---|
| FY2025 | $142,323 | Restricted stock | One-year vest | No |
| FY2024 | $239,273 | Restricted stock | One-year vest | Yes (retainer in stock) |
Other Directorships & Interlocks
- Current public company boards: Pool Corporation (Vice Chairman) .
- Private boards: Imperial Dade, US LBM, Varsity Brands, Medco, Reece USA .
- ADS policy restricts directors from serving on competitor boards; Board reviews outside commitments annually and reported no impediments to duties at ADS .
Potential interlock risk assessment:
- Multiple private portfolio boards increase time commitments; ADS’ annual review mitigates overboarding risk per policy .
- No disclosed transactions between ADS and entities associated with Perez de la Mesa in FY2025 proxy’s related party section .
Expertise & Qualifications
- Former CEO/COO of Pool Corporation; broad industrial distribution and operations expertise .
- Financial expertise: Designated “audit committee financial expert” .
- Education/licensure: B.A. (FIU), MBA (St. John’s, NY); CPA and CMA licenses (historical) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 21,321 shares (<1% of outstanding) |
| Director ownership guidelines | Increased in FY2025 to 5× annual cash retainer; 5-year compliance window; long-serving board members are in compliance, new members on track |
| Hedging/pledging | Prohibited for directors; Covered persons do not hold ADS shares in margin accounts or pledge them as collateral |
Insider equity awards (Form 4):
| Filing Date | Transaction Date | Type | Shares Awarded | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-07-21 | 2025-07-17 | Award (A) | 1,967 | 23,288 | https://www.sec.gov/Archives/edgar/data/1604028/000095017025097245/0000950170-25-097245-index.htm |
| 2024-07-22 | 2024-07-18 | Award (A) | 842 | 21,321 | https://www.sec.gov/Archives/edgar/data/1604028/000095017024085243/0000950170-24-085243-index.htm |
Governance Assessment
- Strengths: Independent audit chair with SEC “financial expert” designation; robust committee activity; majority voting; strong insider trading and anti-hedging/pledging policies; director ownership guideline raised to 5× retainer enhancing alignment .
- Director pay mix: Balanced cash (retainer + chair fees) and equity; elected stock-in-lieu in FY2024 (alignment signal), reverted to cash in FY2025; overall FY2025 total director compensation $272,323 .
- Shareholder signals: Say-on-pay approval 86% in FY2025 and 90% in FY2024 indicate broadly supportive investor sentiment toward compensation governance .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Perez de la Mesa; service on multiple private boards reviewed under ADS policy to avoid competitive conflicts; Board asserts commitments do not impede duties .
- RED FLAGS: None observed on pledging/hedging, attendance, or related-party transactions. Monitor ongoing time commitments across private boards for potential overboarding risk, though current policy review mitigates this concern .
Appendix: Committee Summary for Perez de la Mesa
- Audit Committee: Chair; committee met 8× in FY2025; designated audit financial expert .
- Compensation & Management Development Committee: Member; committee met 7× in FY2025 .
- Executive Committee: Member (chairs of principal committees comprise Executive Committee) .