Tanya D. Fratto
ADVANCED DRAINAGE SYSTEMSAbout Tanya D. Fratto
Independent director of Advanced Drainage Systems, Inc. (NYSE: WMS) since 2013; age 64; B.S. in Electrical Engineering (University of South Alabama). Former CEO of Diamond Innovations, Inc. (2000–2011) and prior senior leadership roles at General Electric across division leadership, product management, operations, and supply chain (1983–2000). Current committee assignments: Audit; Nominating & Corporate Governance; Board has determined she is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamond Innovations, Inc. | Chief Executive Officer | 2000–2011 | Led world-leading industrial diamonds and CBN manufacturer serving oil & gas, infrastructure, automotive, aerospace, electronics . |
| General Electric | Division CEO; product management; operations; supply chain | 1983–2000 | Senior operating roles across GE businesses . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashtead Group plc | Director | Current | Not specified in WMS proxy . |
| Smiths Group Global plc | Director | Prior | Not specified in WMS proxy . |
| Mondi Group plc | Director | Prior | Not specified in WMS proxy . |
Board Governance
- Committee memberships: Audit; Nominating & Corporate Governance; Audit Committee met 8 times in FY25 and all members are financially literate; Nominating & Corporate Governance met 4 times in FY25 .
- Independence: Board determined all directors except the CEO (Barbour) are independent; 10 of 11 nominees are independent .
- Board meetings and attendance: Board met 6 times in FY25; each Director attended at least 75% of Board and committee meetings; executive sessions led by independent Chair at each regularly scheduled Board meeting .
- Board leadership and accountability: Independent Chair; majority voting standard for directors in uncontested elections (incumbents receiving more AGAINST than FOR must tender resignation) .
- Director service policy: Board review/approval required for additional public boards; no director may sit on a competitor’s board; Board reviews time commitments annually .
Shareholder Voting Support (Director Elections)
| Metric | 2024 | 2025 |
|---|---|---|
| Votes FOR (Tanya D. Fratto) | 64,129,162 | 64,061,750 |
| Votes AGAINST | 3,197,862 | 4,429,370 |
| Abstentions | 246,710 | 63,969 |
| Broker Non-Votes | 1,831,130 | 2,085,739 |
Fixed Compensation (Director)
| Component | FY25 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | No meeting fees . |
| Committee chair fees | N/A | Audit chair $30,000; Compensation, Sustainability, Nominating & Governance chairs $20,000 (Fratto is not a chair) . |
| Chair of the Board fee | N/A | Increased to $95,000 in FY25 (applies to Board Chair, not Fratto) . |
Performance Compensation (Director)
| Component | FY25 Amount | Terms |
|---|---|---|
| Stock awards (restricted stock) | $142,323 | Director restricted stock vests on the one-year anniversary of grant; awards are made on the date of the annual meeting; forfeiture if service ends before vesting . |
| Stock-in-lieu option | Not elected | Directors may elect to receive the $100,000 cash retainer in restricted stock under same vesting; elected by Eversole, Seetharam, Gast in FY25 . |
| Options | None disclosed for directors | Not applicable to director compensation program . |
Performance Metrics Tied to Director Compensation
| Metric | FY25 Design |
|---|---|
| Performance-conditioned pay | None; director equity grants are time-based restricted stock (no financial/ESG metrics) . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation Committee interlocks | None disclosed between committee members and WMS executive officers . |
| Related-party transactions | No Fratto-specific related-party transactions disclosed; company policies require Nominating & Corporate Governance Committee review of related-party transactions >$120,000 . |
Expertise & Qualifications
- Executive leadership and operations/logistics expertise in manufacturing industries; engineering background (Electrical Engineering B.S.) .
- Audit committee participation with financially literate membership; audit committee report signed by members including Fratto .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 28,312 |
| Ownership as % of outstanding | <1% |
| Stock ownership guidelines (directors) | 5× annual cash retainer; retain all shares (net of tax) until guideline met; long-serving board members in compliance and new members on track . |
| Hedging/pledging | Prohibited by Insider Trading Policy; to date no Covered Persons hold ADS securities in margin accounts or as pledged collateral . |
Insider Trades & Section 16 Compliance
| Metric | FY25 Status |
|---|---|
| Section 16(a) filings (Form 3/4/5) | All filing requirements met; no delinquent reports . |
Say-on-Pay & Shareholder Feedback
| Metric | 2024 | 2025 |
|---|---|---|
| Say-on-Pay For | 57,692,810 | 60,210,402 |
| Say-on-Pay Against | 9,426,331 | 8,223,794 |
| Say-on-Pay Abstentions | 454,593 | 110,893 |
| Board commentary | Committee monitors shareholder feedback and will consider outcomes in future decisions . |
Governance Assessment
- Strengths: Independence and tenure support continuity; active roles on Audit and Nominating & Corporate Governance committees; financially literate audit committee; majority voting standard; robust policies (no hedging/pledging; director ownership guideline of 5× retainer) that align interests .
- Engagement and support: Consistently strong election vote support; Board/committee meeting cadence suggests engagement; executive sessions at each regularly scheduled meeting reinforce independent oversight .
- Potential watch items: The Compensation Committee’s consultant, Willis Towers Watson (WTW), provides board/management pay advice while also receiving third-party commissions for benefits brokerage ($1.09M) and other services; Committee concluded no conflicts per SEC factors, but dual roles warrant continued monitoring for perceived independence .
- Conflicts/related-party: No Fratto-specific related-party transactions disclosed; policy requires committee review of any related-person transactions >$120,000 .
Committee Activity Reference
| Committee | FY25 Meetings | Notes |
|---|---|---|
| Audit | 8 | All members financially literate; audit committee report signed (includes Fratto) . |
| Nominating & Corporate Governance | 4 | Oversees director nominations, governance principles, Board evaluation; includes Fratto . |
| Board of Directors | 6 | Each Director ≥75% attendance . |
Director Compensation Program Design Reference
| Element | FY25 Design |
|---|---|
| Cash retainer | $100,000; no meeting fees . |
| Committee chair retainers | Audit chair $30,000; other chairs $20,000 . |
| Equity grants | $135,000 value in restricted stock, 1-year vest; Chair receives additional $50,000 RS, 1-year vest; option to take cash retainer in stock . |
| FY25 Fratto totals | $100,000 cash; $142,323 stock awards; total $242,323 . |