DEF 14A of Badger Meter Inc, Mar 18, 2024

DEF 14A of Badger Meter Inc

Filed Mar 18, 2024 · FY20230000950170-24-032923

Open on EDGAR

  1. NOMINATION AND ELECTION OF DIRECTORS

    NOMINATION AND ELECTION OF DIRECTORS You and the other holders of the common stock are entitled to elect nine directors at the Annual Meeting. If you submit a proxy to us, it will be voted as you direct. If, however, you submit a proxy without specifying voting directions, it will be voted in favor of the election of each of the nine nominees for director identified below. If your shares are held in “street name” by your broker, nominee, fiduciary or other custodian, your broker, nominee, fiduciary or other custodian may only vote your shares with your specific voting instructions for the election of directors. Therefore, we urge you to respond to your brokerage firm so that your vote will be cast. Directors will be elected by a plurality of votes cast at the Annual Meeting (assuming a quorum is present). If you do not vote your shares at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, and a quorum is present, it will have no impact on the election of directors. Once elected, a director serves for a one-year term or until his/her successor has been duly appointed, or until his/her death, resignation or removal. If a director receives more “withheld” votes than “for” votes in an uncontested election, the current bylaws of the company state that director will tender his/her resignation to the Chairman of the Board of Directors following certification of the shareholder vote, and the Chairman will refer the resignation to the Board of Directors' Resignation Committee to consider whether or not to accept such resignation. Thereafter, the Board will disclose its decision regarding whether to accept the director’s resignation (or the reason(s) for rejecting the resignation) in a Current Report on Form 8-K furnished to the Securities and Exchange Commission (“SEC”). The nominees of the Board of Directors for director, together with certain additional information concerning each such nominee, are identified below. All of the nominees are current directors of our company. If any nominee is unable or unwilling to serve, the named proxies have discretionary authority to select and vote for substitute nominees. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve.

  2. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors The Board of Directors currently consists of nine directors, all of whom will be standing for reelection. Proxies may not be voted for any individuals who are not nominees. The following section provides information as of the date of this Proxy Statement about each of the nine nominees. The information presented includes information each director has given us about his/her age and other demographics, positions held, principal occupation, skills and business experience for the past five years, and the names of other publicly-held companies where he/she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he/she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the company and our Board.

  3. Overview of Compensation Policies and Procedures

    Overview of Compensation Policies and Procedures Our executive compensation program for all executive officers, including each NEO, is administered by the Compensation and Human Resources Committee (“Compensation Committee”). The Compensation Committee is comprised of four independent directors. The Compensation Committee is committed to developing and implementing an executive compensation program that rewards our executives for achieving specific strategic goals of the company and directly aligns the interests of all executive officers with the interests of shareholders. Some highlights of our executive compensation program are as follows: • The executive compensation program is designed to attract and retain qualified executive officers, as well as motivate and reward individual and company performance. • The Compensation Committee strives to achieve a fair and market competitive compensation structure for our executive officers, including each NEO, that supports our business by establishing an emphasis on balancing critical annual objectives and long-term strategy without encouraging excessive risk-taking. • The payment of annual incentive compensation is directly linked to the attainment of performance goals approved by the Compensation Committee. See “Total Compensation and Link to Performance” below. • The long-term incentive program is designed to align with shareholder interests by utilizing equity and other awards based on the achievement of long-duration targets in order to ensure that our executive officers are committed to and focused on our long-term success. • Compensation policies are structured to drive enterprise financial and operational outcomes in a manner that improves the company’s operational performance, creates shareholder value and aligns the interests of management with the interests of shareholders, in a manner that does not encourage excessive risk-taking. To discourage excessive risk-taking, the Compensation Committee conducts an annual risk assessment of our compensation plans and places great emphasis on variable and equity-based incentive compensation and stock ownership by executive officers. See “Risk Assessment” below. While the Compensation Committee retains sole authority in making its decisions and recommendations regarding executive compensation, it considers and reviews, among other things: Compensation data for competitive businesses of similar size and business activity as obtained through an independent executive compensation consultant. The data considered includes information relative to both base salary and bonus separately and on a combined basis, as well as total cash and long-term incentive compensation. The Compensation Committee reviews this market-based data as one reference point for compensation practices as well as a source of comparative information to assist in determining various components of compensation. However, it does not use this information to mathematically calculate compensation nor limit itself to any specified range. The Compensation Committee reviews market-based data in general terms and uses its judgment and discretion to address individual circumstances rather than simply targeting a level of compensation that falls within a specific range of the data. Our financial performance as a whole relative to the prior year, our annual financial and multi-year strategic plans and other meaningful financial data, such as, but not limited to, sales, profitability, return on invested capital, cash generated from operations, primary working capital and overall financial position. • The recommendations of the CEO with regard to the other executive officers, including the NEOs (the CEO does not participate in determining or recommending compensation for himself). The CEO’s recommendations are given significant weight by the Compensation Committee, but the Compensation Committee remains responsible for all decisions on compensation levels for the executive officers and for our executive compensation policies and programs. • Regarding shareholder input and outreach, the Compensation Committee considers the results of advisory “say-on-pay” shareholder votes when making compensation decisions. The company currently solicits say-on-pay votes annually, which is consistent with the results of the shareholder advisory vote on “say-on-pay frequency” that was last held at the 2023 annual meeting. At the 2023 annual meeting, approximately 95% of shares voted approved the compensation of the company’s executive officers on an advisory basis. Based on this result, the Committee concludes that our shareholders affirmatively support the company’s executive compensation philosophy, program and decisions. As further discussed in the “Shareholder Outreach” section above, from time to time, we also meet or speak with various shareholders to discuss corporate governance, executive compensation and other matters. The Compensation Committee has considered, and will continue to seriously consider, feedback from these discussions as it reviews and evaluates our corporate governance practices and executive compensation program.

  4. Executive Compensation and Governance Practices and Standards

    | What We Do | What We Do Not Do | |  Use performance metrics that align pay with performance |  Provide excise tax gross ups  Offer excessive executive perquisites | |  Cap payouts under our annual cash bonus and long-term incentive plans  Employ robust stock ownership guidelines for our CEO, NEOs and all executive officers  Apply clawback provisions to annual cash bonus and long-term incentive plans  Engage an independent compensation consultant that reports to the Compensation Committee |  Provide single-trigger change-in-control severance benefits  Reprice stock options  Provide incentive programs that encourage excessive risk taking | |  Prohibit short sales, hedging or pledging of our stock by our executive officers and directors  Comprise the Compensation Committee of entirely independent directors  Compensation Committee regularly meets in executive session without management present  Compensation Committee performs an annual risk assessment of compensation practices | |

  5. Role of Compensation Consultant

    Role of Compensation Consultant For 2023, the Compensation Committee engaged Willis Towers Watson PLC (“WTW”), an independent executive compensation consultant. The Compensation Committee generally engages an independent compensation consultant and has the authority to approve fees and other terms of the engagement. The consultant’s duties for 2023 were to evaluate executive compensation, to discuss with the Compensation Committee general compensation trends, to assist the Compensation Committee with reviewing the company’s peer group, to provide the Compensation Committee with competitive market data relating to the compensation of each of our NEOs, and to assist our CEO in developing compensation recommendations to present to the Compensation Committee for the executive officers other than himself. The compensation consultant provides the Committee with advice, consultation and market information on a regular basis, as requested, throughout the year. The executive compensation consultant does not make specific recommendations on individual compensation amounts for the executive officers, nor does the consultant determine the amount or form of executive compensation. The Compensation Committee has assessed the independence of WTW pursuant to SEC rules and NYSE listing standards and affirmatively determined that WTW's services have not raised any conflicts of interest.

  6. Amount and Elements of Compensation

    Amount and Elements of Compensation The Compensation Committee determines the amounts and elements of compensation under our compensation program for our executive officers. The program involves base salaries, benefits, short-term annual cash bonus plan and a long-term incentive program utilizing a mix of restricted stock and performance share awards. Compensation Survey Data. Compensation levels are established for each executive officer by the Compensation Committee, with general reference to data supplied by WTW on organizations of similar size and business activity. WTW provided data from two sources: general industry survey data and the recent proxy statements of a peer group (discussed in the section below). The general industry survey data was obtained from the 2023 WTW Executive Compensation Database Survey. This compensation data incorporates primarily publicly-traded companies, and has a broad definition of similar business activity, thereby providing a comprehensive basis for evaluating Badger Meter’s compensation compared to market. The survey includes salaries, bonus opportunities, total cash compensation, long-term incentive compensation and total direct compensation. Where appropriate, the data was size-adjusted using regression analysis based on company revenues. Peer Group Data. As noted above, the Compensation Committee also references compensation data from proxy statements of a peer group when establishing pay levels for executive officers. The Compensation Committee annually reviews and approves the appropriateness of the selected peer group utilizing criteria and considerations such as: complexity and business model, size, size of peer group, competitive talent market and investor profile/industry similarity. For 2023, this analysis resulted in no revisions to the peer group outside of the removal of one company which was acquired during the year. The companies in the peer group for 2023 were:

  7. Amount and Elements of Compensation

    Base Salary. Our policy is to pay executive officers at market, with appropriate adjustments for performance and levels of responsibility. To aid the Compensation Committee in its understanding of each executive officer’s performance and levels of responsibility, the Compensation Committee is given a five-year history, which sets forth the base salary, short-term incentive awards, and long-term compensation of each such officer. Base salary increases across all executive officers for calendar year 2023 were approved by the Compensation Committee on November 10, 2022 and ranged from 3% to 12%. Base salary increases were approved for Mr. Bockhorst and Mr. Wrocklage at 11% and 10%, respectively, in recognition of their current and future contributions to record financial and strategic results. More tenured executives received increases in the 3%-6% range. Three less tenured officers received increases ranging from 10-12% reflecting salary progression to market. The increases were based primarily on our philosophy to set base salaries at market to maintain competitive salary levels based on a review of their roles, responsibilities and contributions. Annual Bonus Plan. Our annual bonus plan is designed to reward executive officers, along with most salaried and non-union hourly/non-exempt employees globally not otherwise eligible to participate in other incentive or statutory bonus programs. The plan is intended to provide a competitive level of compensation when performance objectives and metrics are achieved. Under the 2023 annual bonus plan, the target bonus level for the CEO was 110% of base salary, the CFO target bonus level was 65% and the target bonus levels for the remaining officers including the other NEOs ranged from 35% - 45% of base salary, depending on scope of the NEOs duties and responsibilities. The targets set pursuant to the annual bonus plan for 2023 were comprised of two equally weighted, financial performance metrics: adjusted EBITDA (50% weighting) and adjusted absolute free cash flow (50% weighting). We generally define EBITDA as GAAP net earnings plus interest, income taxes, depreciation and amortization. We define absolute free cash flow as GAAP cash flow from operations less capital expenditures. The company believes EBITDA is an important supplemental measure of performance and is frequently used by analysts, investors, lenders and other interested parties in evaluating companies in our industries. Further, the company believes absolute free cash flow is in an important metric as it captures the company’s ability to generate cash and therefore, grow the company’s revenues, profits, and returns over time. The Compensation Committee considered multiple factors in setting the financial performance threshold, target and maximum performance goals including our annual financial and strategic business plans, our historical performance, the projected contributions of recently completed acquisitions, carry-over implications of accruals and adjustments, and other factors the Compensation Committee deemed appropriate. Per the terms of our annual bonus plan, the Compensation Committee may make adjustments to reported EBITDA and free cash flow for certain items. For example, in the past the Compensation Committee has excluded pension curtailment or termination charges, costs (other than internal labor) associated with actual or potential acquisitions, results of newly acquired entities not contemplated at the time of target setting and other non-operating items such as the impact of foreign exchange rate changes and significant gains or losses from the disposal or impairment of long-term assets. For 2023, the Compensation Committee approved adjustments to EBITDA (and related bonus payments) for costs associated with acquisition due diligence activities and the effects of foreign exchange rates on actual results from when targets were established. Details of the annual bonus targets and achievement for the two financial performance metrics for 2023 were as follows (in millions):

  8. Amount and Elements of Compensation

    | | 2023 Annual Bonus Scale | | | 2023 Annual Bonus Achievement | | | Threshold | Target | Maximum | Actual | | 2023 Adjusted EBITDA | $113.9 | $121.9 | $131.0 | $146.5 | | Bonus Payout | 50% | 100% | 200% | 200% | | 2023 Absolute Free Cash Flow | $76.0 | $82.0 | $89.0 | $98.1 | | Bonus Payout | 50% | 100% | 200% | 200% |

  9. Amount and Elements of Compensation

    The blended results of the individual metric achievement noted above equated to a combined bonus payout for all NEOs of 200%. The 2023 annual bonus for each executive officer, except the CEO, could also be adjusted up or down 10% at the discretion of the Compensation Committee. Further, the Compensation Committee has the authority to award special performance bonuses. No such adjustments were made for 2023 for the regular program, and no special performance bonuses were awarded.

  10. Long-Term Incentive Plan (LTIP)

    Long-Term Incentive Plan (LTIP) In determining the amount of incentive compensation to be awarded to each NEO under the LTIP, the Compensation Committee considers the amount of long-term incentives provided by companies in the competitive market data supplied by WTW and the peer group as a guidepost. The Compensation Committee primarily structures the LTIP equity mix based on our compensation objectives, specifically, the desire to ensure that executive compensation is tied to our performance, with an appropriate balance of time-based and performance-based vesting. Furthermore, the individual performance of each NEO was considered as part of the overall evaluation process, with the Compensation Committee determining that the performance of each of the NEOs was satisfactory. Awards under the LTIP are comprised of two forms of equity compensation - performance share units (PSUs) which are earned based on the achievement of objective performance criteria over a three-year period, and restricted stock awards (RSAs), which vest ratably over a three-year period. The LTIP award mix between PSUs and RSAs is intended to promote share ownership (aligned with our share ownership guidelines) and motivate our executives to drive durable, long-term performance. Consistent with prevailing market practice of emphasizing performance-based equity compensation, the grants awarded in 2023 and prior years reflect a mix of 70%/30% PSUs to RSAs for the CEO and 50%/50% for the other NEOs’ target LTIP compensation. Achievement/vesting of the PSUs is based upon two equally weighted financial performance metrics – adjusted free cash flow conversion (50% weighting) and adjusted return on invested capital (“ROIC”) (50% weighting) as measured over a three-year performance period. We generally define free cash flow conversion as free cash flow (defined above) divided by net earnings before special items. We believe free cash flow conversion is a valuable metric that captures the efficient generation and use of cash. We generally define ROIC as net operating profit after-tax, utilizing a fixed tax rate, divided by the simple average of beginning and ending net debt plus shareholder’s equity. We believe ROIC is a valuable metric that is utilized to ensure that our executives remain focused on effectively deploying capital, while maximizing shareholder value creation in the execution of our growth strategy. The PSUs are only earned if performance targets are achieved at the end of a three-year measurement period (i.e. no interim vesting). The Compensation Committee approved a threshold, target and maximum performance goal for each of the free cash flow conversion and ROIC metrics. The number of PSUs that would vest for such achievement levels are 50% for threshold, 100% for target, and 200% for maximum, with vesting pro-rated for performance between these points. If the company does not achieve the threshold performance level, then no portion of the PSUs tied to that performance metric will vest. In setting the free cash flow conversion and ROIC targets, the Compensation Committee considered multiple factors, including: our annual financial and long-term strategic business plans, investor expectations, peer and broader market historical performance and Badger Meter’s historical performance. The free cash flow conversion and ROIC targets are established at levels that are intended to incentivize achievement of our long-term strategic plans and the continuous improvement of returns relative to historic levels and our ongoing cost of capital.

  11. LTIP Performance Shares Earned for the 2021-2023 Performance Period

    LTIP Performance Shares Earned for the 2021-2023 Performance Period Details of the targets and achievement for the two equally weighted performance metrics for the three-year performance period ending December 31, 2023 were as follows :

  12. LTIP Performance Shares Earned for the 2021-2023 Performance Period

    | | 2021-2023 LTIP Incentive Plan Performance Awards | | | LTIP Incentive Result (Achievement) | | Performance Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | | Free Cash Flow Conversion | 100.0% | 115.0% | 125.0% | 116.1% (111%) | | ROIC | 13.5% | 16.0% | 18.5% | 23.6% (200%) |

  13. LTIP Performance Shares Earned for the 2021-2023 Performance Period

    The blended results of the individual metric achievement noted above equated to a combined performance award grant of 155.6% of target. As such, the target and actual shares that were earned (in aggregate for all NEOs employed at the time of grant) for the three-year performance period ending December 31, 2023 are 11,256 and 17,514, respectively. In addition to the stock awards described above, one-time stock awards may be granted to new executive officers either upon hire or within one year of becoming an executive officer. No such awards were granted to NEOs in 2023. In selecting a date of grant for any stock awards, the Compensation Committee establishes a date in an open trading window. Stock awards use an average of the prior 10 days closing prices to determine the number of shares granted based on a predetermined dollar value.

  14. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control We have entered into Key Executive Employment and Severance Agreements ("KEESAs") with all executive officers, whose expertise has been critical to our success, to encourage them to remain with us in the event of any merger or transition period. The Compensation Committee has reviewed these agreements and determined that they are appropriate given competitive market practices. Each KEESA requires a “double-trigger,” providing for payments in the event there is a change-in-control and (1) the executive officer’s employment with us terminates (whether by us, the executive officer or otherwise) within 180 days prior to the change-in-control and (2) it is reasonably demonstrated by the executive officer that (a) any such termination of employment by us (i) was at the request of a third party who has taken steps reasonably calculated to effect a change-in-control or (ii) otherwise arose in connection with or in anticipation of a change-in-control, or (b) any such termination of employment by the executive officer took place because of an event that allowed the termination for good reason, which event (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a change-in- control or (ii) otherwise arose in connection with or in anticipation of a change-in-control. Note, that are no payments for a change-in-control without termination. For more information regarding the KEESAs, see the discussion in “Potential Payments Upon Termination or Change-in-Control” below.

  15. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning compensation earned or paid to each of the NEOs for each of the last three fiscal years in which they were an NEO, as applicable. The NEOs are our principal executive officer, principal financial officer and three other most highly compensated executive officers employed as of December 31, 2023.

  16. Summary Compensation Table for 2023 (all amounts in $)

    Summary Compensation Table for 2023 (all amounts in $)

  17. Summary Compensation Table for 2023 (all amounts in $)

    | | | | | | Non-Equity Incentive Plan Compensation | | Change in Pension and Non-Qualified | All Other | | | Name & Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Annual Bonus (4) | LTIP Cash (5) | Deferred Compensation (6) | Compen-sation (7) | Total | | Kenneth C. Bockhorst | 2023 | 750,000 | - | 1,962,621 | 1,650,000 | - | 97,362 | 84,305 | 4,544,288 | | Chairman, President & | 2022 | 675,000 | - | 1,380,249 | 968,220 | 804,752 | 34,012 | 78,611 | 3,940,844 | | CEO | 2021 | 640,000 | - | 1,199,221 | 1,408,000 | 276,024 | 72,945 | 78,129 | 3,674,319 | | Robert A. Wrocklage | 2023 | 405,000 | - | 464,756 | 526,500 | - | 22,452 | 50,737 | 1,469,445 | | Senior Vice President - Chief | 2022 | 368,000 | - | 359,925 | 263,930 | 197,392 | 7,748 | 47,970 | 1,244,965 | | Financial Officer | 2021 | 350,000 | - | 326,002 | 385,000 | 59,360 | 19,885 | 44,430 | 1,184,677 | | Richard Htwe (8) | 2023 | 300,000 | 50,000 | 154,836 | 240,000 | - | - | 36,366 | 781,202 | | Vice President - Global | | | | | | | | | | | Operations | | | | | | | | | | | Kimberly K. Stoll | 2023 | 290,000 | - | 180,704 | 232,000 | - | 8,123 | 49,370 | 760,197 | | Vice President - Sales and | 2022 | 275,000 | - | 147,894 | 143,440 | 102,492 | 6,433 | 43,475 | 718,734 | | Marketing | 2021 | 263,000 | - | 134,395 | 210,400 | 37,100 | 6,005 | 42,418 | 693,318 | | Sheryl L. Hopkins | 2023 | 285,000 | - | 154,836 | 228,000 | - | 5,219 | 42,333 | 715,388 | | Vice President - Human | | | | | | | | | | | Resources | | | | | | | | | |

  18. Summary Compensation Table for 2023 (all amounts in $)

    (1) Amount represents annual salary for the applicable year. (2) Amount represents an employment sign-on bonus in 2023 for Mr. Htwe. (3) For all NEOs, these amounts reflect the grant date fair value of RSAs made in each respective year, plus the grant date fair value of PSUs. The fair value is determined based on the market price of the shares on the grant date and, for the PSUs, assumes that both performance goals are achieved at target, thus 100% of the PSUs granted will be earned. The value of the PSUs as of the grant date assuming the maximum 200% performance level for both PSU performance metrics for each NEO is: Mr. Bockhorst $2,747,694; Mr. Wrocklage $464,880; Mr. Htwe $154,960; Ms. Stoll $180,704 and Ms. Hopkins $154,960. More details regarding the assumptions made in valuing these awards can be found under the captions “Restricted Stock” and “Performance Share Units” in Note 5 to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K. These awards were made on the first Friday of March in each year. (4) “Non-Equity Incentive Plan Compensation - Annual Bonus” amounts represent annual incentive bonuses earned during the year indicated but paid in February of the following year. For example, the bonus earned during 2023 was paid in February of 2024 under the bonus program described in the “Compensation Discussion and Analysis”. The “Non-Equity Incentive Plan Compensation - LTIP Cash” represents the amount earned for the three-year plan ending as of the year shown and paid in February of the following year. Beginning with the 2021-2023 LTIP plan, the plan was revised to eliminate the cash portion of the LTIP plan, instead utilizing PSUs as of such date. “Change in Pension Value and Non-Qualified Deferred Compensation” includes the 2023 aggregate increase in the actuarial present value of each NEOs accumulated benefit under our non-qualified unfunded supplemental retirement plan, using the same assumptions and measurement dates used for financial reporting purposes with respect to our audited financial statements. It also includes $1,377 for Mr. Wrocklage representing earnings on deferred compensation in excess of 120% of the applicable federal rate. “All Other Compensation” for 2023 includes the following items: a. Matching contributions to the Badger Meter, Inc. ESSOP of $5,625 for each NEO, except Mr. Htwe which was $5,062. The defined contribution feature of the plan resulted in company contributions of $19,896 for each NEO, except Mr. Htwe, for whom the contribution was $17,042. b. Dividends on restricted stock awards upon vesting of $9,330 for Mr. Bockhorst, $4,245 for Mr. Wrocklage, $478 for Mr. Htwe, $1,529 for Ms. Stoll and $1,184 for Ms. Hopkins. c. Vehicle usage of $15,591 for Mr. Bockhorst and $11,100 for the remaining NEOs. d. Taxable Supplemental Long Term Disability Insurance premiums of $31,529 for Mr. Bockhorst, $6,889 for Mr. Wrocklage, $2,280 for Mr. Htwe, $6,774 for Ms. Stoll and $4,528 for Ms. Hopkins. e. Taxable financial planning assistance of $2,335 for Mr. Bockhorst, $2,982 for Mr. Wrocklage, $405 for Mr. Htwe and $4,447 for Ms. Stoll. (8) Mr. Htwe joined the company in January 2023.

  19. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding all plan-based awards that were granted to the NEOs during 2023, including incentive plan awards (equity-based) and other plan-based awards. Disclosure on a separate line item is provided for each grant of an award made to an NEO during the year. Non-equity incentive plan awards are awards that are not subject to FASB ASC Topic 718 and are intended to serve as an incentive for performance to occur over a specified period. The equity incentive awards are subject to a performance condition or a market condition as those terms are defined by FASB ASC Topic 718.

  20. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023

  21. Grants of Plan-Based Awards for 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock | Grant Date | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards: Restricted Shares (#) | Fair Value of Stock Awards ($) | | Kenneth C. | 3/3/2023(1) | | | | | | | 4,757 | 588,774 | | Bockhorst | 3/3/2023(1) | | | | 5,550 | 11,100 | 22,200 | | 1,373,847 | | | 2/9/2023(2) | 412,500 | 825,000 | 1,650,000 | | | | | | | Robert A. | 3/3/2023(1) | | | | | | | 1,877 | 232,316 | | Wrocklage | 3/3/2023(1) | | | | 939 | 1,878 | 3,756 | | 232,440 | | | 2/9/2023(2) | 131,625 | 263,250 | 526,500 | | | | | | | Richard | 3/3/2023(1) | | | | | | | 625 | 77,356 | | Htwe | 3/3/2023(1) | | | | 313 | 626 | 1,252 | | 77,480 | | | 2/9/2023(2) | 60,000 | 120,000 | 240,000 | | | | | | | Kimberly K. | 3/3/2023(1) | | | | | | | 730 | 90,352 | | Stoll | 3/3/2023(1) | | | | 365 | 730 | 1,460 | | 90,352 | | | 2/9/2023(2) | 58,000 | 116,000 | 232,000 | | | | | | | Sheryl L. | 3/3/2023(1) | | | | | | | 625 | 77,356 | | Hopkins | 3/3/2023(1) | | | | 313 | 626 | 1,252 | | 77,480 | | | 2/9/2023(2) | 57,000 | 114,000 | 228,000 | | | | | |

  22. Grants of Plan-Based Awards for 2023

    (1) These awards were granted in 2023 under the LTIP. See the discussion of the plan in “Compensation Discussion and Analysis – Amount and Elements of Compensation.” These awards were granted in 2023 under the annual bonus plan to be paid out in 2024. The actual results for 2023 are discussed in the “Compensation Discussion and Analysis – Amount and Elements of Compensation.” Equity Incentive Plan Awards represent the fair value of performance share units granted to each NEO on March 3, 2023 under the 2021 Omnibus Incentive Plan and are valued at the closing price of the common stock on that date ($123.77 per share). Share vesting is subject to performance criteria which are discussed in the “Compensation Discussion and Analysis – Amount and Elements of Compensation.” Stock Awards represent the fair value of restricted stock awards granted to each NEO on March 3, 2023 under the 2021 Omnibus Incentive Plan and are valued at the closing price of the common stock on that date ($123.77 per share). The restricted stock vests ratably over three years from the date of grant. Dividends on the restricted shares are accrued during the vesting period and paid to the recipient upon full vesting of the shares.

  23. Outstanding Equity Awards At Year-End

    Outstanding Equity Awards At Year-End The following table sets forth information on outstanding option and stock awards held by the NEOs at December 31, 2023, including the number of shares underlying both exercisable and unexercisable portions of each stock option award as well as the exercise price and expiration date of each outstanding option.

  24. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023

  25. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards (1) | | | | Stock Awards | | | | | Name | Securities Underlying Unexercised Options (#) Exercisable | Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Shares of Stock That Have Not Vested (#) (2) | Market Value of Shares of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Unearned Shares That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($) (4) | | Kenneth C. | 10,540 | - | 48.20 | 3/2/2028 | 8,780 | 1,355,369 | 55,010 | 8,491,894 | | Bockhorst | 12,263 | 3,066 | 59.85 | 3/1/2029 | | | | | | | 10,908 | 7,273 | 63.04 | 3/6/2030 | | | | | | Robert A. | 2,636 | 660 | 59.85 | 3/1/2029 | 3,648 | 563,142 | 9,971 | 1,539,223 | | Wrocklage | 2,675 | 1,784 | 63.04 | 3/6/2030 | | | | | | Richard | - | - | - | - | 625 | 96,481 | 1,252 | 193,271 | | Htwe | | | | | | | | | | Kimberly K. | 1,217 | - | 48.20 | 3/2/2028 | 1,458 | 225,071 | 4,019 | 620,413 | | Stoll | 1,236 | 412 | 59.85 | 3/1/2029 | | | | | | | 1,389 | 926 | 63.04 | 3/6/2030 | | | | | | Sheryl L. | - | - | - | - | 1,245 | 192,191 | 3,446 | 531,959 | | Hopkins | | | | | | | | |

  26. Outstanding Equity Awards as of December 31, 2023

    (1) No option awards outstanding for any of the NEOs as of December 31, 2023 were related to equity incentive programs, the realization of which would depend on specific financial or performance outcomes. Options vest at a rate of 20% per year and have a ten-year life. No options have been granted since March 2020. (2) Restricted stock awards vest ratably over three years. (3) Performance share unit award vesting is subject to achievement of performance targets at the end of a three-year measurement period (i.e. no interim or pro rata vesting). The achievement levels for the PSUs are 50% threshold, 100% target, and 200% maximum, with vesting pro-rated for performance between these points. All performance shares will vest and be paid out on the third anniversary of the grant date The target and actual shares vested (in aggregate for all NEOs employed at the time of grant) for the three-year performance period ending December 31, 2023 are 11,256 and 17,514, respectively. The remaining performance periods are reflected at the 200% maximum achievement level. See “Compensation Discussion and Analysis – Amount and Elements of Compensation” for further information. (4) The market value was determined utilizing the December 31, 2023 stock price of $154.37.

  27. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information relating to the number of stock options exercised during 2023 for each of the NEOs, as well as the total number of shares of restricted stock that vested during 2023 for each of the NEOs, along with the value realized upon exercise and vesting, respectively.

  28. Option Exercises and Stock Vested for 2023

    Option Exercises and Stock Vested for 2023

  29. Option Exercises and Stock Vested for 2023

    | | Option Awards | | Stock Awards | | | | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Shares Acquired on Vesting (#) | Value Realized on Vested Shares ($) (1) | | Kenneth C. Bockhorst | — | — | 7,595 | 920,035 | | Robert A. Wrocklage | — | — | 3,537 | 484,481 | | Richard Htwe | — | — | — | — | | Kimberly K. Stoll | 1,620 | 138,205 | 1,110 | 134,838 | | Sheryl L. Hopkins | — | — | 409 | 50,622 |

  30. Option Exercises and Stock Vested for 2023

    Based on the closing price of our common stock on the exercise or vesting date, as applicable. For further details regarding equity awards see the description of the LTIP in “Compensation Discussion and Analysis – Amount and Elements of Compensation.”

  31. Pension Benefits for 2023

    Pension Benefits for 2023

  32. Pension Benefits for 2023

    | Name | Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During 2023 ($) | | Kenneth C. Bockhorst | 6.3 | 352,181 | — | | Robert A. Wrocklage | 5.4 | 67,747 | — | | Richard Htwe | 1.0 | — | — | | Kimberly K. Stoll | 15.4 | 43,020 | — | | Sheryl L. Hopkins | 3.2 | 11,614 | — |

  33. Pension Benefits for 2023

    Non-Qualified Deferred Compensation The following table sets forth annual NEO and company contributions under the non-qualified deferred compensation plan, as well as any withdrawals, earnings and fiscal year-end balances in this plan.

  34. Non-Qualified Deferred Compensation for 2023 ($)

    Non-Qualified Deferred Compensation for 2023 ($)

  35. Non-Qualified Deferred Compensation for 2023 ($)

    | Name | Executive Contributions in 2023 (1) | Company Contributions in 2023 | Aggregate Earnings in 2023 (2) | Aggregate Withdrawals/ Distribution | Aggregate Balance at December 31, 2023 (3) | | Robert A. Wrocklage | 97,615 | — | 10,960 | — | 264,446 |

  36. Non-Qualified Deferred Compensation for 2023 ($)

    (1) All executive officers are eligible to participate in a Salary Deferral Plan. Under this plan, executive officers may elect to defer up to 50% of their annual base salary and up to 100% of their incentive cash awards. Participants may elect to defer payment for a specified period of time or until retirement or separation from service. Participants may also elect a lump-sum payout or annual installments up to ten years. Interest is credited quarterly on the deferred balances at an annual interest rate equal to the sum of the five-year U.S. Treasury constant maturities rate of interest plus one and one-half percent. Mr. Wrocklage is the only NEO that participates in this plan. (2) The portions of the 2023 earnings shown in the above table that are considered above-market (as quantified in Note 7 to the Summary Compensation Table) are also included in the Summary Compensation Table. (3) $155,870 of the amount reported in this column for Mr. Wrocklage was previously reported as compensation in the Summary Compensation Table for fiscal years prior to 2023.

  37. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control We have entered into Key Executive Employment and Severance Agreements with all executive officers to encourage them to remain with us in the event of any merger or transition period. Each KEESA provides for payments in the event there is a change-in-control and (1) the executive officer’s employment with us terminates (whether by us, the executive officer or otherwise) within 180 days prior to the change-in-control and (2) it is reasonably demonstrated by the executive officer that (a) any such termination of employment by us (i) was at the request of a third party who has taken steps reasonably calculated to effect a change-in-control or (ii) otherwise arose in connection with or in anticipation of a change-in-control, or (b) any such termination of employment by the executive officer took place because of an event that allowed the termination for good reason, which event (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a change-in-control or (ii) otherwise arose in connection with or in anticipation of a change-in-control. There are two forms of the KEESA. The KEESA for the CEO provides for payment of salary and annual incentive compensation of three years, as well as the actuarial equivalent of the additional retirement benefits he would have earned had he remained employed for three more years, continued medical, dental, and life insurance coverage for three years, outplacement services and financial planning counseling. The KEESA for all other executive officers provides for payment of two years of salary and annual incentive compensation, along with two years coverage pursuant to the other benefits set forth above. Any executive officer who receives compensation under the KEESA is restricted from engaging in competitive activity for a period of six months after termination and is required to maintain appropriate confidentiality relative to all company information. Following the amendment in February 2021, the KEESA also provides that, if excise taxes would be imposed because of the golden parachute excise tax provisions of Code Sections 280G and 4999, payments to be made to the executive shall either be (A) paid in full or (B) reduced such that the value of the aggregate total payments that the executive is entitled to receive shall be one dollar ($1) less than the maximum amount which the executive may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision) or which the company may pay without loss of deduction under Section 280G(a) of the Code (or any successor provision), whichever of clause (A) or (B) results in the receipt by the executive of the greatest benefit on an after-tax basis (taking into account applicable federal, state and local taxes and the excise tax). For purposes of each KEESA, a “change-in-control” is deemed to have occurred if (1) any person (other than the company or any of its subsidiaries, a trustee or other fiduciary holding securities under any employee benefit plan of the company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by our shareholders in substantially the same proportions as their ownership of stock in the company) is or becomes the beneficial owner, directly or indirectly, of 25% or more of our voting securities; or (2) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on July 31, 1999, constituted the Board of Directors and any new director whose appointment or election by the Board of Directors or nomination for election by our shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors on July 31, 1999 or whose appointment, election or nomination for election was previously so approved; or (3) our shareholders approve a merger, consolidation or share exchange of the company with any other corporation or approve the issuance of our voting securities in connection with a merger, consolidation or share exchange of the company, with limited exceptions; or (4) our shareholders approve a plan of complete liquidation or dissolution of the company or an agreement for the sale or disposition by us of all or substantially all of our assets (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by us of all or substantially all of our assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by persons in substantially the same proportions as their ownership of the company immediately prior to such sale. For purposes of each KEESA, “good reason” means that the executive officer has determined in good faith that any of the following events has occurred: (1) any breach of the KEESA by us other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that we promptly remedy; (2) any reduction in the executive officer’s base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, in each case relative to those most favorable to the executive officer in effect at any time during the 180-day period prior to the change-in-control or, to the extent more favorable to the executive officer, those in effect after the change-in-control; (3) a material adverse change, without the executive officer’s prior written consent, in the executive officer’s working conditions or status with us from such working conditions or status in effect during the 180-day period prior to the change-in-control or, to the extent more favorable to the executive officer, those in effect after the change-in-control; (4) the relocation of the executive officer’s principal place of employment to a location more than 35 miles from the executive officer’s principal place of employment on the date 180 days prior to the change-in-control; (5) we require the executive officer to travel on business to a materially greater extent than was required during the 180-day period prior to the change-in-control; or (6) we terminate the executive officer’s employment after a change-in-control without delivering the required notice, in specified circumstances. The following table describes the potential payments upon termination and a change-in-control. This table assumes the NEOs employment was terminated on December 31, 2023, the last day of our prior fiscal year and that the price per share of the company’s securities is the closing market price as of that date.

  38. Director Compensation

    Director Compensation Compensation Philosophy and Role of the Compensation and Human Resources Committee Our compensation policies for directors are designed to attract and retain the most qualified individuals to serve on the Board of Directors. We believe that our director compensation is competitive relative to the market. Director compensation is determined by the Compensation Committee with approval by the full Board of Directors, and equity programs such as our Director Stock Grant Plans, are approved by shareholders. Recommendations regarding outside director compensation are made by the Compensation Committee. The Compensation Committee refers to independent director compensation studies provided by the National Association of Corporate Directors ("NACD") to obtain relevant market data used in developing compensation recommendations. All decisions on director compensation levels and programs are made by the full Board of Directors based on the recommendations provided by the Compensation Committee.

  39. Director Compensation Table and Components of Director Compensation

    Director Compensation Table and Components of Director Compensation The following table summarizes the director compensation for calendar 2023 for all of the non-employee directors. Mr. Bockhorst did not receive any additional compensation for his services as a director beyond the amounts previously disclosed in the Summary Compensation Table.

  40. Director Compensation for 2023 ($)

    Director Compensation for 2023 ($)

  41. Director Compensation for 2023 ($)

    | Name | Fees Earned or Paid in Cash (2) | Stock Awards (3) | Total | | Todd A. Adams | 66,000 | 78,107 | 144,107 | | Henry F. Brooks | 60,000 | 78,107 | 138,107 | | Melanie K. Cook | 60,000 | 78,107 | 138,107 | | Gale E. Klappa (1) | 19,615 | - | 19,615 | | Xia Liu | 69,000 | 78,107 | 147,107 | | James W. McGill | 60,000 | 78,107 | 138,107 | | Tessa M. Myers | 60,000 | 78,107 | 138,107 | | James F. Stern | 60,000 | 78,107 | 138,107 | | Glen E. Tellock | 74,000 | 78,107 | 152,107 |

  42. Director Compensation for 2023 ($)

    (1) Gale E. Klappa did not stand for re-election at the 2023 Annual Shareholder Meeting. Fees earned represent a partial year of service in 2023. (2) Retainer. In 2023, non-employee directors on the Board for the entire year received a $60,000 annual retainer. In addition, they are reimbursed for reasonable out-of-pocket travel, lodging and meal expenses. The Lead Outside Director received an annual fee of $10,000. The chair of the Audit Committee received an annual fee of $9,000. The chair of the Compensation Committee received a fee of $6,000. The chair of the Governance Committee received $4,000. Stock Grants. Each director was given stock valued at $75,000. This number of shares is based on the average of the 10 days’ closing prices on the NYSE prior to and including the closing price on Monday, May 1, 2023. The 2023 grant is for the number of shares equal to $75,000 rounded down to the nearest whole share using the 10-day average price of $130.93. The grant date value was determined by the closing price of $136.55 on May 1, 2023. As a result of the review of NACD data and to align director pay to market practices, the Compensation Committee recommended, and the Board approved, the following increases in director compensation for 2024: Annual grant of stock to $80,000 from $75,000 • Annual retainer to $64,000 from $60,000 • Lead Outside Director annual fee to $12,000 from $10,000 • Committee Chairperson fees each increased $1,000 as follows: Corporate Governance to $5,000, Audit Committee to $10,000 and Compensation Committee to $7,000 Stock Ownership Guidelines. Non-employee directors are required to own four-times their annual Board retainer in company stock within five years of first being elected to the Board. As of February 23, 2024, all non-employee directors met this requirement, or are within the permitted five-year window to achieve the requirement. We also prohibit our non-employee directors from engaging in short sales of our common stock, holding our common stock in a margin account, hedging, or pledging our common stock as collateral for a loan. Badger Meter Deferred Compensation Plan for Directors. Directors may elect to defer their compensation, in whole or in part, in a stock and/or cash account of the Badger Meter Deferred Compensation Plan for Directors, with all such amounts paid in cash upon ultimate distribution from the plan. Our non-employee directors do not participate in any incentive plans or pension plans, and receive no perquisites, benefits or other forms of compensation, other than as disclosed above. Members are compensated for direct expenses incurred for travel, lodging and other normal reimbursable expenses associated with Board meeting attendance.

  43. CEO PAY RATIO

    CEO PAY RATIO Our principal executive officer in 2023 was Kenneth C. Bockhorst, Chairman, President and CEO. In 2023, the Compensation Committee reviewed a comparison of the CEO’s total pay to the median total pay of all our employees as described below. The compensation for our CEO in 2023 as disclosed in the Summary Compensation Table for 2023 of $4,544,288 was approximately 118 times the median total pay of employees of $38,480. Our CEO to median employee pay ratio is calculated in accordance with SEC rules (Item 402(u) of Regulation S-K). As permitted, we used base salary as our consistently applied compensation measure to determine our median employee pay from our employee population, excluding our CEO, as of December 31, 2023. We included all employees, whether employed on a full-time, part-time, or seasonal basis. For hourly employees, the annual base salary was calculated using a reasonable estimate of hours worked and their hourly wage rate. We annualized base salaries for employees who were employed as of December 31, 2023 but were not employed for the full calendar year. For our non-U.S. employees, we used the foreign exchange rates applicable at December 31, 2023 to convert their base salary into U.S. dollars. We did not make any other assumptions, adjustments, or estimates with respect to base salary pay. Once we had identified our median employee using base salary, we calculated the median employee’s total annual compensation for purposes of the ratio by applying the rules for calculating total compensation under the Summary Compensation Table.

  44. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The company is providing the following information to comply with the U.S. Securities and Exchange Commission (SEC) final rules for pay-versus-performance disclosure mandated as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010.