v3.26.1
Stock-Based Compensation
12 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation STOCK-BASED COMPENSATION
The Company has several programs for stock-based payments to employees and directors, including stock options, performance-based restricted units and restricted stock. Compensation expense is recognized on a straight-line basis over the employee’s requisite service period, which is generally the vesting period of the grant. The Company recognized stock-based compensation expense in the following line items on the Consolidated Statements of Operations for the fiscal years ended March 31, 2026, 2025, and 2024:
(Amounts in thousands)202620252024
Cost of goods sold$6,926 $5,232 $4,708 
Selling, general and administrative expenses25,42821,34927,278
Total stock-based compensation expense$32,354 $26,581 $31,986 
The following table summarizes stock-based compensation expense by award type for the fiscal years ended March 31, 2026, 2025, and 2024:
(Amounts in thousands)202620252024
Stock options$6,831 $5,944 $5,287 
Restricted stock12,27510,4037,991
Performance-based restricted stock units9,4406,58615,459
Employee Stock Purchase Plan2,0791,7361,056
Non-employee director restricted stock1,7291,9122,193
Total stock-based compensation expense$32,354 $26,581 $31,986 
2017 Omnibus Plan
The 2017 Omnibus Plan Incentive Plan, as amended in July 2021, (the “2017 Omnibus Plan”) provides for the issuance of a maximum of 5.0 million shares of the Company’s common stock for awards made thereunder, which awards may consist of stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock, cash-based awards, performance awards (which may take the form of performance cash, performance units or performance shares) or other stock-based awards. The Company had approximately 1.5 million shares available for awards as of March 31, 2026.
Stock Options - Stock option awards are measured based on the grant date estimated fair value of each award. The Company estimates the fair value of stock options using a Black-Scholes option-pricing model. The following table summarizes the assumptions used in estimating the fair value of stock options:
 202620252024
Common stock price$119.30 $177.38 $96.51
Expected stock price volatility46.7% 45.5% 45.6%
Risk-free interest rate4.2% 4.5% 3.8%
Weighted-average expected life (years)6.0 6.0 6.0
Dividend yield0.60% 0.36% 0.58%
The stock option activity for the fiscal year ended March 31, 2026 is summarized as follows:
(Share amounts in thousands)
Number
of Shares
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term (in years)
Outstanding at beginning of year871$67.95 5.4
Granted132119.37
Exercised(139)46.91
Forfeited(12)133.54
Outstanding at end of year85278.455.3
Vested at end of year62159.724.1
Unvested at end of year231128.771.7
Fair value of options granted during the year$56.74 
As of March 31, 2026, there was a total of $8.2 million of unrecognized compensation expense related to unvested stock option awards under the 2017 Omnibus Plan, as amended, that will be recognized as an expense as the awards vest over the remaining weighted average service period of 1.7 years. All outstanding options are expected to vest. The aggregate intrinsic value for options outstanding and exercisable as of March 31, 2026 was $53.4 million and $49.2 million, respectively. The total intrinsic value of options exercised during the fiscal years ended March 31, 2026, 2025, and 2024 were $14.0 million, $20.0 million and $12.1 million, respectively.
Restricted Stock - The information about the unvested restricted stock grants as of March 31, 2026 is as follows:
(Share amounts in thousands)
Number
of Shares
 
Weighted Average
Grant Date Fair Value
Unvested at beginning of year199$135.82 
Granted135124.02
Vested(100)124.54
Forfeited(12)134.56
Unvested at end of year222$133.76 
At March 31, 2026, there was approximately $17.5 million of unrecognized compensation expense related to the restricted stock that will be recognized over the weighted average remaining service period of 1.8 years. The total fair value of restricted stock that vested during fiscal year ended March 31, 2026, 2025 and 2024 was $12.5 million, $15.0 million and $8.4 million, respectively. The fair value of restricted stock is based on the fair value of the Company’s common stock at the date of grant.
Performance-based Restricted Units (“Performance units”) - The information about the performance units granted under the 2017 Omnibus Plan is as follows:
(Share amounts in thousands)
Number
of Shares
 
Weighted Average Grant Date Fair Value
Unvested at beginning of year209$122.33 
Granted97147.39
Added by Performance Factor2699.29
Vested(85)100.61
Forfeited(9)131.21
Unvested at end of year238$137.35 
At March 31, 2026, there was approximately $13.7 million of unrecognized compensation expense related to the performance units that will be recognized over the weighted average remaining service period of 1.9 years. For the performance units granted in fiscal 2026, 2025 and 2024, 50% of the award is based upon the achievement of certain levels of Return on Invested Capital for the performance period and 50% is based upon the achievement of certain levels of cash flows from operations for the performance period or other specific project targets. The performance units each have a 3-year performance period. The performance units, and any accrued dividend equivalents, will be settled in shares of the Company’s common stock, if the applicable performance and service conditions are satisfied. The fair value of performance-based restricted stock units is based on the fair value of the Company’s common stock at the date of grant.
2013 Stock Option Plan
The Company’s 2013 stock option plan (“2013 Plan”) generally provided for grants of stock options with the exercise price equal to fair value on the date of grant. The grants generally vest in three to five equal annual amounts beginning in year one and expire after approximately 10 years from issuance. The Company had no shares available for grant under the 2013 Plan as of March 31, 2026. The stock option activity for the fiscal year ended March 31, 2026 is summarized as follows:
2013 Plan
(Share amounts in thousands)
Number
of Shares
Weighted Average Exercise PriceWeighted Average Remaining Contractual Term (in years)
Outstanding at beginning of year13$24.20 1.0
Granted
Exercised(13)24.20
Forfeited
Outstanding at end of year
Vested at end of year
Unvested at end of year$— — 
The total intrinsic value of options exercised during the fiscal year ended March 31, 2026, 2025, and 2024 were $1.7 million, $10.9 million and $1.8 million, respectively.
Employee Stock Purchase Plan (“ESPP”) - The Advanced Drainage Systems, Inc. Employee Stock Purchase Plan, which provides for a maximum of 0.4 million shares of the Company’s common stock. Eligible employees may purchase the Company's common stock at 85% of the lower of the fair market value of the Company's common stock on the first day or the last day of the offering period.