Robert M. Eversole
ADVANCED DRAINAGE SYSTEMSAbout Robert M. Eversole
Independent Chair of the Board at Advanced Drainage Systems (ADS) since 2008; age 63. Managing Partner at Stonehenge Partners (since 2007) with prior senior roles at Fifth Third Bank including CEO of Fifth Third Bank, Central Ohio (1984–2007). B.S. in Accounting and Finance from The Ohio State University; completed multiple executive education programs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bank, Central Ohio | President & CEO | 1984–2007 | Member of Fifth Third Bancorp Operating Committee; regional president roles across Western Ohio, Central Florida, Ohio Valley |
| Fifth Third Bancorp affiliates | Regional President | 1984–2007 | Financial and operational leadership across multiple regions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stonehenge Partners, Inc. | Managing Partner | 2007–present | Private equity; broad industrial exposure |
| Davlyn Group | Director | current | Board service (private company) |
| True North Asphalt | Director | current | Board service (private company) |
| Fifth Third Bank (subsidiaries) | Director | prior | Central Ohio and South Florida boards |
| United Retirement Plan Consultants, Inc. | Director | prior | Board service |
| Red Capital Group | Director | prior | Board service |
Board Governance
- Independence: ADS board has 10 of 11 independent directors; Mr. Eversole is independent .
- Board leadership: Separate Chair and CEO; Eversole serves as Independent Chair leading executive sessions and contributing to oversight effectiveness .
- Committee assignments:
- Compensation & Management Development Committee (member; met 7 times in FY2025) .
- Nominating & Corporate Governance Committee (member; met 4 times in FY2025) .
- Executive Committee (member as Board Chair; meets as needed) .
- Evaluation and engagement: As Board Chair, authorized to conduct annual board and director evaluations; each director attended at least 75% of board and committee meetings in FY2025 (Board met 6 times) .
Fixed Compensation
| Component | FY2025 Amount | Mechanics / Notes |
|---|---|---|
| Board membership retainer | $100,000 | Non-employee directors may elect stock in lieu; Eversole elected stock in lieu of cash . |
| Chair of the Board cash retainer | $95,000 | Increased from $90,000 in FY2025 . |
| Committee chair fees | N/A | Not a committee chair; chair fees: Audit $30k; Comp/NGC/Sust $20k (program terms) . |
| FY2025 total director compensation | $395,366 | Fees earned $95,000; Stock awards $300,366; no other comp . |
Performance Compensation
| Equity Component | Grant Date | Vesting | Fair Value (FY2025) | Notes |
|---|---|---|---|---|
| Director Stock Award | Annual meeting date (July 17, 2025) | One-year cliff vest | Included in $300,366 | Program equity value increased to $135,000 in FY2025 ; Form 4 shows award activity on 2025-07-17 . |
| Chair equity award | Annual meeting date | One-year cliff vest | Included in $300,366 | Chair equity increased to $50,000 in FY2025 . |
| Stock in Lieu of Cash | Annual meeting date | One-year cliff vest | Included in $300,366 | Elected to receive $100,000 retainer in restricted stock . |
| Options/PSUs for directors | None disclosed | — | — | Director program is cash retainers + restricted stock; no director options/PSUs disclosed . |
Other Directorships & Interlocks
- Current boards: Davlyn Group; True North Asphalt .
- Compensation Committee interlocks: None disclosed; no insider participation conflicts .
- External board policy: Board approval required for new public company boards; no service on competitors; commitments reviewed annually .
Expertise & Qualifications
- Private equity and commercial banking expertise; deep financial matters experience; leadership across manufacturing and construction-related industries .
- Role-fit: Finance and investment background aligns with ADS strategy, risk oversight, and capital allocation governance .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 60,645 shares | Less than 1% of outstanding shares; ADS had 77,640,716 shares outstanding as of May 23, 2025 . |
| Composition | 4,100 direct; 56,545 in revocable trust | Per beneficial ownership footnote (9) . |
| Ownership guidelines | 5× annual cash retainer; 5-year compliance window | Long-serving directors in compliance; new members on track . |
| Hedging/pledging | Prohibited; none currently | Insider Trading Policy prohibits hedging/pledging; to date, none hold on margin or pledge . |
Recent Insider Transactions (Form 4)
| Date | Type | Shares | Price | Post-Transaction Holdings | Direct/Indirect | SEC Link |
|---|---|---|---|---|---|---|
| 2024-02-21 | Gift (A/D pair) | 46,116 | $0.00 | 46,116 gained (A); 12,743 remaining (D) | A/D | |
| 2024-07-18 | Award (RS) | 1,777 | $0.00 | 14,520 owned after | D | |
| 2025-07-17 | Award (RS) | 2,386 | $0.00 | 6,486 owned after | D | |
| 2025-11-10 | Gift (A/D pair) | 4,100 | $0.00 | 60,645 owned after (A); 2,386 remaining (D) | A/D | |
| Data source: insider-trades skill output (Form 4). Values reflect filer-reported post-transaction positions. |
Governance Assessment
- Strengths: Independent Chair with finance/PE background enhances oversight; separate Chair/CEO structure supports accountability; committee service on Compensation and Nominating & Governance dovetails with board evaluation and pay governance; board- and committee-level engagement robust (Board: 6 meetings; Compensation: 7; Nominating & Governance: 4), and directors met attendance thresholds .
- Alignment: Eversole elected stock in lieu of cash, plus director and chair equity grants with one-year vest—signals equity alignment; directors subject to 5× cash retainer ownership guidelines; hedging/pledging prohibited .
- Conflicts: No related-party transactions disclosed involving Eversole; Compensation Committee interlocks none; policy restricts service on competitors and requires approval for new public boards .
- Watch items: Incremental increases to chair cash retainer ($95k) and director/chair equity values ($135k/$50k) reflect pay design changes—monitor for pay inflation relative to governance outcomes; WTW advises board compensation (Committee consultant) with independence reviewed, though management also uses WTW for benefits brokerage—maintain scrutiny for perceived consultant conflicts . Gifts reduced direct holdings at times but beneficial ownership remains disclosed; no pledging or margin use reported .
Overall signal: Positive governance posture with independent board leadership and clear ownership alignment policies; low conflict exposure based on disclosures. Continuous monitoring of compensation design shifts and consultant independence advisable .