Michael B. Coleman
ADVANCED DRAINAGE SYSTEMSAbout Michael B. Coleman
Michael B. Coleman is an independent director of Advanced Drainage Systems (ADS) since 2018 and currently serves as Chair of the Board’s Sustainability Committee and as a member of the Compensation & Management Development Committee and the Executive Committee. He is a partner at Ice Miller LLP (since 2016), and formerly the first African-American and longest-serving Mayor of Columbus, Ohio (2000–2015). He holds a B.S. in Political Science from the University of Cincinnati and a J.D. from the University of Dayton School of Law. Age: 70 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Columbus, Ohio | Mayor | 2000–2015 | First African-American and longest-serving mayor in Columbus history |
| Columbus City Council | President | 1997–1999 | Council leadership |
| Columbus City Council | Member | 1992–1999 | City governance |
| Schottenstein Zox & Dunn LLP | Partner | 1990–1998 | Legal practice (gov’t/regulatory and development) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ice Miller LLP | Partner | 2016–present | Government regulatory and economic real estate development law |
- No current public company directorships disclosed in the WMS proxy for Mr. Coleman .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (Board determined all directors other than CEO are independent) |
| Committees | Sustainability (Chair); Compensation & Management Development (Member); Executive Committee (member by virtue of chair role) |
| Committee meeting cadence (FY2025) | Sustainability: 4 meetings; Compensation: 7 meetings; Audit: 8 meetings; Nominating & Governance: 4 meetings |
| Board meetings & attendance | Board met 6 times; each director attended at least 75% of Board and applicable committee meetings |
| Board leadership | Independent Chair (Robert M. Eversole); executive sessions led by the independent Chair at each regularly scheduled meeting |
| Election standard | Annual elections; majority voting standard for uncontested director elections (implemented via 2020 bylaw amendment) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors; no meeting fees |
| Committee chair fee (Sustainability) | $20,000 | Annual chair retainer (Sustainability) |
| FY2025 “Fees Earned or Paid in Cash” (Coleman) | $120,000 | Reflects Board retainer and Sustainability Chair fee |
Performance Compensation
| Component | Grant timing | Vesting | FY2025 value (Coleman) | Program design |
|---|---|---|---|---|
| Director Stock Award (restricted stock) | Granted on annual meeting date | One-year cliff vest; forfeiture if service ends before vest | $142,323 (grant date fair value) | FY2025 equity award value increased to $135,000 for all non-employee directors |
| Stock in lieu of cash option | Annual | Same vesting as Director Stock Award | Not elected by Coleman (only Eversole, Seetharam, Gast elected) | May elect to take $100,000 cash retainer in restricted stock |
- Director equity is time-based, not performance-based; no director performance metrics apply. Awards vest on the one-year anniversary of grant .
Expertise & Qualifications
- Significant legal background; deep knowledge of economic and real estate development; familiarity with state and local contracting; extensive public policy experience—qualifications supporting roles on Sustainability (chair) and Compensation committees .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of May 8, 2025) | 10,551; less than 1% of shares outstanding |
| Hedging/pledging | Covered persons (including directors) prohibited from hedging and from holding company securities in margin or pledging as collateral under Insider Trading Policy |
| Director ownership guidelines | Multiple increased in FY2025 from 3x to 5x the annual cash retainer; five-year compliance window; retain net shares until compliant; long-serving directors in compliance; new members on track |
Other Directorships & Interlocks
- Compensation Committee interlocks: None .
- Related party/transactions: Proxy discloses registration rights and indemnification agreements; no related-party transactions involving Mr. Coleman are disclosed. Related-person transaction policy requires review/approval by the Nominating & Corporate Governance Committee .
Governance Assessment
-
Positives
- Independent director with government, legal and development expertise aligned to ADS’s sustainability and regulatory profile; serves as Sustainability Committee Chair overseeing sustainability, safety and environmental programs and disclosures .
- Active committee engagement: Compensation (7 meetings) and Sustainability (4 meetings) in FY2025; Board met 6 times with directors meeting minimum 75% attendance threshold .
- Strong alignment structures: increased director stock ownership guideline to 5x cash retainer; time-based equity with one-year vest; option to take stock in lieu of cash; hedging/pledging prohibited .
- Board governance quality: independent Chair; fully independent key committees; executive sessions every regular meeting; majority voting standard for directors .
- Shareholder support context: Say-on-Pay received 86% support in 2024, indicating general investor alignment with compensation governance (context for overall pay practices) .
-
Watch items
- External employment: Partner at Ice Miller LLP (legal practice). No related-party transactions disclosed with ADS; continue monitoring for potential engagements that would trigger related-person review .
No RED FLAGS identified in disclosures regarding attendance, related-party transactions, hedging/pledging, or director pay anomalies for Mr. Coleman based on the latest proxy .