DEF 14A of Zurn Elkay Water Solutions Corp, Mar 22, 2024

DEF 14A of Zurn Elkay Water Solutions Corp

Filed Mar 22, 2024 · FY20230001193125-24-075202

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees to stand for re-election for a three-year term expiring at the 2027 annual meeting of stockholders or until his or her successor is duly elected:

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | • | Todd A. Adams |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    | • | George C. Moore |

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    | • | Rosemary Schooler |

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    The biographies and qualifications of the three director nominees are set forth below under the heading “Nominees for Election for Terms Expiring at the 2027 Annual Meeting” starting on page 21. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.

  6. Nominees for Election at this Meeting

    Nominees for Election at this Meeting Our bylaws provide that the number of directors shall be not less than eight or more than 15, with the number to be set by the board from time to time. Currently, the size of the Board is 10 members. The board sets its size so that the board will possess, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives as well as to maintain a sufficient number of independent directors. Our board of directors is divided into three classes. The members of each class serve staggered, three-year terms. Upon the expiration of the term of a class of directors, directors in that class are elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Any additional directorships resulting from an increase in the number of directors are distributed among the three classes so that, as nearly as possible, each class consists of one-third of our directors. From time to time, a director is elected to a class with a shorter term, or moved into a different class, to rebalance the classes. Our executive officers and key employees serve at the discretion of our board of directors. Directors may be removed for cause by the affirmative vote of the holders of a majority of our common stock. Directors are elected by a plurality of votes cast in person or by proxy at the meeting and entitled to vote on the election of directors. Our bylaws provide that if any nominee does not receive, in an uncontested election, a majority of the votes cast for his or her election as a director, such individual must submit, promptly following such vote, an irrevocable resignation from the board that is contingent upon acceptance of such resignation by the board. Stockholders are being asked to elect three directors to serve for three-year terms expiring at the annual meeting to be held in 2027. This year’s board nominees for election for terms expiring at the 2027 annual meeting of stockholders are Todd A. Adams, George C. Moore and Rosemary Schooler. It is our policy that the board of directors should reflect a broad diversity of backgrounds, experience, perspectives and talents. When the Nominating and Corporate Governance Committee of the board determines which directors to nominate for election at any meeting of stockholders, or appoints a new director between meetings, it reviews our director selection criteria and seeks to choose individuals who bring a variety of expertise to the board within these criteria. For further information about the criteria used to evaluate board membership, see “Selection Criteria for Directors” above. The following is information about the experience and attributes of the director nominees and Zurn Elkay’s other directors. Together, the experience and attributes included below provide the reasons that these individuals were selected for board membership and/or nominated for election, as well as why they continue to serve on the board.

  7. Nominees for Election for Terms Expiring at the 2027 Annual Meeting

    Nominees for Election for Terms Expiring at the 2027 Annual Meeting

  8. Nominees for Election for Terms Expiring at the 2027 Annual Meeting

    | | Todd A. Adams Chairman of the Board and CEO, Zurn Elkay Age: 53 Director Since: 2009 Chairman Since: 2020 |

  9. Nominees for Election for Terms Expiring at the 2027 Annual Meeting

    Professional Experience: Mr. Adams currently serves as Chairman of the Board and Chief Executive Officer of Zurn Elkay. Mr. Adams joined us in 2004 and has served in various roles, including President and Chief Financial Officer. Mr. Adams is also a director and member of the audit and compliance committee of Badger Meter, Inc. Qualifications: Mr. Adams serves on our board of directors because he has significant experience in the manufacturing industry and an in-depth knowledge of Zurn Elkay and our business as well as because he is our Chief Executive Officer.

  10. Nominees for Election for Terms Expiring at the 2027 Annual Meeting

    | | George C. Moore Executive Chairman, IPS Corporation Age: 68 Director Since: 2015 |

  11. Nominees for Election for Terms Expiring at the 2027 Annual Meeting

    Professional Experience: Mr. Moore has served as a director of: IPS Corporation, a provider of solvent cements and adhesives for residential, commercial and industrial use, as well as plumbing and roofing products, since 2017, and Executive Chairman since 2021; Cypress Performance Group LLC, the parent holding company of Encapsys, LLC and IPS Corporation, since 2017; and CP Atlas Parent Holdings, L.P. (aka American Bath Group), a bathware manufacturer, since 2021. Mr. Moore served as a director of Encapsys, LLC, a provider of custom microencapsulation services for use in the building and construction, paper, bedding, and personal and household care industries, from 2015 until 2021; Culligan International Company, a provider of residential, office, commercial and industrial water treatment products and services, from 2018 until 2021; Industrial Container Services, LLC, a provider of reusable container solutions, from 2017 until 2018; Wastequip, Inc., a leading manufacturer of waste handling and recycling equipment in North America, from 2012 until 2018; and Pro Mach, Inc., a provider of integrated packaging and processing products and solutions, from 2015 until 2018. Mr. Moore previously served in various capacities with Zurn from 2006 to 2012. Prior thereto, Mr. Moore served as the Executive Vice President and Chief Financial Officer of Maytag Corporation, a manufacturer of major appliances and household products, and as group chief financial officer and group vice president of finance at Danaher Corporation, a manufacturer of process/environmental controls and tools and components. Mr. Moore began his career at Arthur Andersen & Co., a former accounting firm. Qualifications: Mr. Moore serves as a director due to his extensive financial and accounting experience, including as chief financial officer, at multinational companies.

  12. Nominees for Election for Terms Expiring at the 2027 Annual Meeting

    | | Rosemary Schooler Retired Corporate Vice President, Global Data Center Sales, Intel Corporation Age: 56 Director Since: 2019 |

  13. Nominees for Election for Terms Expiring at the 2027 Annual Meeting

    Professional Experience: Ms. Schooler retired in 2022 as Corporate Vice President, Global Data Center Sales for Intel Corporation (“Intel”), a designer and manufacturer of computing, networking, data storage and communications solutions, a position held since 2018. Since joining Intel in 1989, Ms. Schooler held various leadership positions, including serving as Intel’s Corporate Vice President, Global Internet of Things (“IoT”) Sales and Marketing from 2016 to 2018, Vice President of the IoT Strategy and Technology Office from 2015 to 2016, and as Vice President and General Manager of Intel’s Communications and Storage Infrastructure Group prior thereto. Ms. Schooler currently serves as director and member of the compensation and audit committees of ARM Holdings. She is also a board member of privately owned Densify. Ms. Schooler previously served as a director and member of the nominating and governance committee of Cloudera, Inc. (before it went private in 2021). Qualifications: Ms. Schooler serves as a director due to her extensive information technology experience, including service as a senior executive at a prominent technology company. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE. Shares represented by proxies will be voted according to instructions provided. A vote marked “withheld” will be considered as a vote withheld from the nominees; any votes attempted to be cast “against” a candidate are not given legal effect and are not counted as votes cast in the election of directors. In the unlikely event that the board learns prior to the annual meeting that a nominee is unable or unwilling to act as a director, which is not foreseen, the proxies will be voted with discretionary authority for a substitute nominee designated by the board of directors.

  14. Continuing Directors Not Standing for Election at this Meeting

    Continuing Directors Not Standing for Election at this Meeting

  15. Directors Continuing to Serve Until the 2025 Annual Meeting

    Directors Continuing to Serve Until the 2025 Annual Meeting

  16. Directors Continuing to Serve Until the 2025 Annual Meeting

    | | Mark S. Bartlett Retired Partner, Ernst & Young LLP Age: 73 Director Since: 2012 Lead Director Since: 2020 |

  17. Directors Continuing to Serve Until the 2025 Annual Meeting

    Professional Experience: Mr. Bartlett has served as the lead director of Zurn Elkay’s Board since July 2020. Mr. Bartlett joined Ernst & Young LLP (“EY”) in 1972 and worked there until his retirement in 2012, including having served as Managing Partner of EY’s Baltimore office and as Senior Client Service Partner for the Mid-Atlantic Region. Mr. Bartlett is a certified public accountant and has extensive experience serving global manufacturers, as well as companies in other industries. Mr. Bartlett also has experience in mergers and acquisitions, SEC rules and regulations, public offerings and financing alternatives. Mr. Bartlett currently serves as a director, chairman of the audit committee and member of the executive compensation and management development committee of T. Rowe Price Group, Inc., as a director, chairman of the audit committee and member of the compensation committee of WillScot Mobile Mini Holdings Corporation (formerly known as WillScot Corporation), and as a director and member of the audit committee of FTI Consulting, Inc. Qualifications: Mr. Bartlett serves as a director due to his significant accounting experience, as well as his expertise in the manufacturing industry, and in mergers and acquisitions and securities regulation. The board has considered Mr. Bartlett’s commitments to serve on the other audit committees and has affirmatively determined that such simultaneous service does not impair his ability to effectively serve on Zurn Elkay’s Audit Committee.

  18. Directors Continuing to Serve Until the 2025 Annual Meeting

    | | Don Butler Retired Executive Director, Connected Vehicle Ford Motor Company Age: 60 Director Since: 2021 |

  19. Directors Continuing to Serve Until the 2025 Annual Meeting

    Professional Experience: Mr. Butler is the retired Executive Director, Connected Vehicles of Ford Motor Company (“Ford”) a designer, manufacturer and servicer of vehicles. He held such position from 2014 until his retirement in 2020. Prior to joining Ford, Mr. Butler held various leadership positions with increasing responsibility at General Motors Company, a designer and manufacturer of vehicles, including Vice President, Marketing and Global Strategy, Cadillac, Chairman and Managing Director, General Motors Egypt and Vice President, OnStar, from 1981 to 2013. Mr. Butler previously served on the boards of the 5G Automotive Association and SmartDeviceLink Consortium (chairman). He currently serves on the board of a private company, INRIX, a mobility data services and software company. Qualifications: Mr. Butler serves as a director due to his extensive engineering, marketing, product development and information technology experience, including connected products, and leadership experience at large organizations.

  20. Directors Continuing to Serve Until the 2025 Annual Meeting

    | | Timothy J. Jahnke Retired Chairman, Elkay Manufacturing Company Age: 64 Director Since: 2022 |

  21. Directors Continuing to Serve Until the 2025 Annual Meeting

    Professional Experience: Mr. Jahnke is the retired Chairman of the Board of Directors of Elkay Manufacturing Company. Mr. Jahnke joined Elkay in 2007 as President and CEO, positions he held until his retirement in 2019. Following his retirement, he continued to serve as Chairman of Elkay through the time of Elkay’s merger with the Company in 2022. During the pendency of the merger with the Company, he also served as interim President and CEO for a brief period in 2022. Mr. Jahnke was also a director of Elkay from 2008 to 2022. Prior to joining Elkay, Mr. Jahnke served in various roles of increasing responsibility with Newell Brands, a marketer and manufacturer of branded consumer products, including President, Anchor Hocking Specialty Glass, Chief Human Resources Officer, Newell Rubbermaid and Group President, Home & Family Products Group, from 1986 to 2007. Mr. Jahnke serves an advisor to the board of directors of Wahl Clipper Company, a manufacturer of professional and home grooming equipment, and a board member of Elkay Interior Systems, Inc., and Your 6, both of which are privately owned businesses. Qualifications: Mr. Jahnke serves as a director due to his extensive knowledge of the Elkay business and varied business experience.

  22. Directors Continuing to Serve Until the 2025 Annual Meeting

    | | David C. Longren Retired Senior Vice President, Polaris Industries, Inc. Age: 65 Director Since: 2016 |

  23. Directors Continuing to Serve Until the 2025 Annual Meeting

    Professional Experience: Mr. Longren is a retired Senior Vice President of Polaris Industries, Inc. ,a designer, engineer and manufacturer of off-road vehicles, snowmobiles, motorcycles and small vehicles. He held such position from 2015 until his retirement in 2016. Mr. Longren joined Polaris in 2003 and served in various capacities with increasing responsibility, including President, Off-Road Vehicles, Vice President, Chief Technical Officer, and Director of Engineering for the ATV Division. Prior thereto, Mr. Longren was a Vice President in the Weapons Systems Division of Alliant Techsystems and Senior Vice President, Engineering and Marketing at Blount Sporting Equipment Group. He currently serves on the board of three private companies, Horton Worldwide, a provider of premium engine-cooling solutions for OEM applications and the aftermarket, Northern Tool, a supplier and manufacturer of tools and equipment, and United Tactical Systems, an ordnance and accessories manufacturer. Qualifications: Mr. Longren serves as a director due to his extensive product development, innovation and marketing experience.

  24. Directors Continuing to Serve Until the 2026 Annual Meeting

    Directors Continuing to Serve Until the 2026 Annual Meeting

  25. Directors Continuing to Serve Until the 2026 Annual Meeting

    | | Thomas D. Christopoul Co-founder and Managing Partner, Iviron Capital Partners Age: 59 Director Since: 2013 |

  26. Directors Continuing to Serve Until the 2026 Annual Meeting

    Professional Experience: Mr. Christopoul is Founder and Managing Partner of Iviron Capital Partners, a real estate private equity investment firm and was a founding principal of both 54 Madison Partners and Athos Real Estate Partners, both precedent investment funds of Iviron since 2015. He previously served as a Senior Partner and Head of Real Estate Investment, at Cain Hoy Enterprises, LLC, an investment firm launched by Guggenheim Partners. Prior to that time, Mr. Christopoul was a Senior Managing Director in the Real Estate Group at Guggenheim Partners. Previously, he was a senior advisor at Falconhead Capital, LLC, a boutique private equity firm in New York City, and served as executive chairman of two of Falconhead’s portfolio companies—GPSi Holdings, LLC and Rita’s Water Ice Franchise Company. Mr. Christopoul is also an active venture capital investor through Somerset Shore Associates, Inc., a private investment company. Qualifications: Mr. Christopoul serves as a director due to his significant and varied business experience.

  27. Directors Continuing to Serve Until the 2026 Annual Meeting

    | | Emma M. McTague Senior Vice President and Chief Human Resources Officer, Oshkosh Corporation Age: 50 Director Since: 2023 |

  28. Directors Continuing to Serve Until the 2026 Annual Meeting

    Professional Experience: Ms. McTague has served as the Senior Vice President and Chief Human Resources Officer of Oshkosh Corporation (“Oshkosh”), an industrial technology company and manufacturer that innovates purpose-built vehicles and equipment, since February 2021. Ms. McTague previously served as vice president of global human resources for Oshkosh’s Access segment from 2015 to 2021. Before joining Oshkosh, Ms. McTague worked with Hershey Foods as a senior director and at GE Water & Process Technologies in several human resources positions of increasing responsibility. Ms. McTague is on the board of directors for the Boys and Girls Club of the Fox Valley, WI. Qualifications: Ms. McTague serves as a director due to her extensive experience managing human capital, executive compensation and benefits, including as chief human resources officer of a large public company.

  29. Directors Continuing to Serve Until the 2026 Annual Meeting

    | | Peggy N. Troy President and CEO, Children’s Hospital of Wisconsin Age: 72 Director Since: 2019 |

  30. Directors Continuing to Serve Until the 2026 Annual Meeting

    Professional Experience: Ms. Troy has served as the President and Chief Executive Officer of Children’s Hospital of Wisconsin (“Children’s Hospital”) since 2009. Prior to joining Children’s Hospital, Ms. Troy served as Executive Vice President and Chief Operating Officer of Methodist Le Bonheur Healthcare and as President and Chief Executive Officer of Le Bonheur Children’s Medical Center, both in Memphis, Tennessee, and as President of Cook Children’s Medical Center in Ft. Worth, Texas. Additionally, Ms. Troy currently serves as a Trustee on the Board of Marquette University and a member of the Marquette Executive Committee, and Ms. Troy currently serves on the Board of the Medical College of Wisconsin. Ms. Troy previously served as Chairperson on the National Board of Children’s Hospital Association and as Chairperson of the Board of Directors of the Milwaukee Regional Medical Center Board. Qualifications: Ms. Troy serves as a director due to her leadership experience at large organizations, including her current service as Chief Executive Officer and President of Children’s Hospital, as well as her experience managing human capital.

  31. Directors’ Compensation

    | Name (1) | Fees Earned or Paid in Cash (2) ($) | Stock Awards (3) ($) | Option Awards (4) ($) | All Other Compensation ($) | Total ($) | | Mark S. Bartlett | $120,000 | $130,014 | — | — | $250,014 | | Don Butler | 90,000 | 130,014 | — | — | 220,014 | | Thomas D. Christopoul | 102,500 | 130,014 | — | — | 232,514 | | Timothy J. Jahnke | 90,000 | 130,014 | — | — | 220,014 | | David C. Longren | 95,000 | 130,014 | — | — | 225,014 | | Emma M. McTague (4) | 49,000 | 130,013 | — | — | 179,013 | | George C. Moore | 105,000 | 130,014 | — | — | 235,014 | | Rosemary Schooler | 90,000 | 130,014 | — | — | 220,014 | | Peggy N. Troy | 100,000 | 130,014 | — | — | 230,014 |

  32. Executive Compensation: Continued Commitment to Pay-for-Performance

    | • | The compensation program should support the business by balancing achieving critical annual objectives and long-term strategy without encouraging unreasonable risk taking. |

  33. Executive Compensation: Continued Commitment to Pay-for-Performance

    | • | Executives should be rewarded for superior performance through a combination of annual cash-based incentives and equity compensation. |

  34. Executive Compensation: Continued Commitment to Pay-for-Performance

    | What We Do | What We Don’t Do | | ✓ Majority of executive compensation is performance-based ✓ CEO’s equity grants are all performance-based PSUs ✓ Short-term and long-term incentive plans with performance targets aligned to business goals ✓ Robust stock ownership requirements ✓ Gender and diversity pay equity analysis ✓ Clawback policy for incentive compensation ✓ Use of an independent compensation consultant ✓ Limited perquisites ✓ 3-year vesting for equity awards to encourage long-term strategic planning ✓ We meet with stockholders to discuss and seek input on various matters, including executive compensation | ✓ No share recycling other than forfeitures and cancellations ✓ No pledging, hedging, or short sales ✓ No compensation plans that encourage unnecessary risk ✓ No repricing or exchange of underwater options ✓ No excise or other tax gross-ups ✓ No employment agreements except for our CEO ✓ No single trigger agreements or plans for equity |

  35. General Compensation Philosophy and Objectives of Executive Compensation Programs

    General Compensation Philosophy and Objectives of Executive Compensation Programs The foundation of our executive compensation program is to reward our executives for achieving specific strategic goals of the Company and to align each executive’s interests with those of our stockholders. We believe that rewarding executives for superior levels of performance will result in significant long-term value creation for the Company and our stockholders. As a result, we believe that the compensation packages we provide to executives, including the Named Executive Officers, must include both cash-based and equity-based elements that reward near- and long-term performance. The Committee, with input from its independent compensation consultant and the CEO (for executives other than himself), evaluates the performance of our executives and their compensation packages to ensure that we maintain our ability to retain highly talented key employees and attract new talent, as needed, to successfully grow and lead the organization. We continuously review and evolve our programs to further align to our pay-for-performance philosophy, placing a strong emphasis on stockholder value creation and subjecting elements of each executive’s compensation to risk depending on the performance of the Company. As such, we base our executive compensation program on the following philosophies: Our executive compensation program is designed to focus our executives on critical business goals that translate into long-term value creation. As a result, we believe that a substantial portion of our executives’ compensation should be variable and based, as appropriate, on the financial performance of the Company or one of its specific businesses or departments (“businesses”) and provide an opportunity to earn additional awards in connection with superior performance. We have increased the emphasis on performance-based compensation in recent years through our annual Management Incentive Compensation Plan (the “MICP”), a sub-plan of the Performance Incentive Plan, and through the use of PSUs and other equity awards. The PSUs, in particular, subject a material element of executive compensation to the achievement of pre-established performance metrics. In 2023, PSUs comprised 100% of the long-term equity awards to our CEO and comprised 60% of the equity award allocation formula for the senior leadership team, including the other Named Executive Officers. The MICP also features a component that is designed to reward annual improvement in personal performance objectives. For each year, individualized target performance areas are determined for each executive, and a portion of each executive’s compensation under the MICP is dependent upon achievement of those objectives. These individualized target performance areas, referred to as annual improvement priorities (“AIPs”), are designed to drive results that meet or exceed financial targets for the year in areas that are critical to the long-term success of the Company. Our executive compensation program also aims to reward long-term value creation through equity-based awards that help align the financial interests of management with those of our stockholders since the ultimate value of equity-based awards is tied to the value of our stock. In addition, our executive compensation program includes selective employment-related letter agreements and change in control and severance arrangements that are intended to facilitate those officers’ commitment and dedication to the Company. CEO Compensation Philosophy. For compensation planning for 2023, the Committee continued with its approach to review the CEO’s base and incentive compensation annually (e.g., for merit increases, annual incentive awards and equity grants) with Willis Towers Watson (“WTW”), its independent compensation consultant. For 2023, the CEO requested that he receive no merit increase to his base salary. For 2023, the CEO’s target annual incentive award under the MICP remained unchanged. The Committee also provided the CEO with long-term incentive awards that, consistent with historical practice, were exclusively granted in the form of PSUs to further align his compensation with the interests of stockholders and the attainment of performance-based metrics. The CEO’s long-term incentive being 100% performance-based was higher than the peer group comparison as the peer group awarded a lower percentage of performance-based long-term incentives, however the Committee believes awarding 100% performance-based long-term incentives creates better alignment with stockholders. This approach places the vast majority of the CEO’s formal reward compensation “at risk” and bases the vesting of equity on company performance, rather than time-based metrics. For our CEO, approximately 89% percent of the overall targeted direct compensation in 2023 (base salary plus targeted annual bonus and long-term incentive compensation) relates to performance-based incentive awards (annual incentive awards under the MICP and long-term PSUs granted under the PIP). For our NEOs other than the CEO, that percentage averages 49%. The charts below depict the targeted total direct compensation mix for our CEO and the average of our other Named Executive Officers.

  36. Stockholder Outreach and Input

    The Board has considered, and will continue to seriously consider, feedback from these discussions as we review and evaluate our executive compensation and other programs and the evolution of our business. Other Considerations. The Committee reviews market-based data as one benchmark to provide a 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 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. For purposes of its review of base salary and other elements of the compensation program Zurn Elkay and WTW have developed a peer group with an emphasis on water-based manufacturing companies with similar market capitalization and annual revenues of the Company. The Company’s 2023 peer group (the “Peer Group”) consisted of the following:

  37. Stockholder Outreach and Input

    | 2023 Peer Group | | | Advanced Drainage Systems, Inc. | Lindsay Corporation | | Badger Meter, Inc. | Mueller Water Products, Inc. | | Franklin Electric Co., Inc. | Nordson Corporation | | Graco Inc. | Northwest Pipe Company | | Helios Technologies, Inc. | The Gorman-Rupp Company | | Kadant Inc. | Watts Water Technologies, Inc. |

  38. 2023 Executive Compensation Components and Determinations

    | * For each additional 5% increase in the percent of Base Target plan achievement above 115%, the financial factor payout will increase 25%. |

  39. 2023 Executive Compensation Components and Determinations

    | Name | AIP | | Todd A. Adams | Overall growth and performance of the Company, and increasing organizational capabilities | | Mark W. Peterson | Compliance, cost savings (including Elkay related synergies) and the financial strength of the Company | | Jeffrey A. Schoon | Operational performance improvements and the integration of the Elkay business | | Michael D. Troutman | Integration of the Elkay business and IT systems as well as enabling industry leading solutions and digital capabilities | | Craig G. Wehr | Integration of the Elkay business and the overall growth and performance of the Zurn Elkay business |

  40. 2023 Executive Compensation Components and Determinations

    Long-Term Equity Incentive Awards. The Company and the Committee provide incentives that link our Named Executive Officers’ compensation to the returns experienced by our stockholders, primarily through awards under the Performance Incentive Plan. The Performance Incentive Plan is intended to provide performance incentives to our officers, employees and certain others by permitting grants of equity awards and performance-based cash awards to such persons, to encourage them to maximize our performance and to create value for our stockholders. The types of permitted awards include stock options, stock appreciation rights, stock bonuses, restricted stock and RSUs, performance stock and PSUs, stock units and other similar rights to purchase or acquire shares, as well as cash awards. Awards may vest, over time, upon the occurrence of one or more events or by the satisfaction of performance criteria, or any combination thereof. The Performance Incentive Plan is administered by the Committee. The Committee generally uses an annual grant schedule for equity awards. Typically, grants are made in the first quarter of each year, following the announcement by the Company of the prior year’s results. The Committee may also make other such grants from time to time based on various facts and circumstances, including but not limited to new hires, changes in roles or responsibilities, individual performance, business combination transactions, specific achievements and other associate retention considerations. The Committee believes that equity-based awards play an important role in fostering a pay-for-performance culture, in which incentives are created for our executives to maximize Company performance and align the interests of our executives with those of our stockholders. Historically, the long-term incentive compensation for the Company’s Named Executive Officers had been consistent with the median level of such awards granted to comparable executives in the Peer Group. For 2023, the long-term equity awards granted to our executive officers (other than Mr. Adams) consisted of 60% performance-based PSUs and 40% time-based RSUs. For Mr. Adams, his long-term equity incentive award consisted entirely of PSUs. Vesting of the PSUs will be based on achievement relative to specified performance goals during the period from January 1, 2023 through December 31, 2025. For these awards, 50% of the value of the PSUs is based on goals related to free cash flow conversion and 50% is based on goals related to return on invested capital (“ROIC”), which also aligns with the Company’s long-term strategic plan. The PSUs have 100% cliff vesting after the conclusion of the relevant performance period and can be earned at levels between 0% and 200% based on the degree of satisfaction of the performance conditions. In furtherance of our pay-for-performance philosophy, and after a review of competitive practices, the Committee has increased the portion of the long-term equity award granted to our executive officers as PSUs in recent years to drive even greater alignment between senior management and the long-term interests of stockholders. Target long-term incentive compensation levels for our executive officers were, in aggregate, between the median and seventy fifth percentile of the market, in furtherance of our compensation philosophy. The Committee believes that the use of PSUs and the allocation formulas further align the interests of our executives with those of our stockholders, support our talent strategy, enhance retention opportunities, provide additional motivation for our executives to succeed in the long-term and maintain market competitiveness. RSUs that vest based on continued employment are included in our executive officer long-term incentive mix in order to better align management with the long-term interests of stockholders, provide retention incentives and maintain a market-competitive compensation structure. The RSUs granted to executive officers for 2023 vest in three equal annual installments, assuming continued service. The Committee intends to continue to make annual or regularly recurring grants of equity awards to our Named Executive Officers and other officers, key employees, directors and consultants. The Committee will continue to evaluate compensation practices and the mix of both long-term and short-term incentives to align with competitive practices. Payouts of Awards Granted in 2021. In February 2021, the Committee granted long-term equity incentive awards; the following information provides details on the grant and payout:

  41. 2023 Executive Compensation Components and Determinations

    | • | 100% of the long-term equity incentives awarded to Messrs. Adams and Peterson were in PSUs and the long-term equity grant allocation formula for the other executive officers consisted of 60% PSUs and 40% RSUs. |

  42. 2023 Executive Compensation Components and Determinations

    | • | Vesting (100% cliff) of the PSUs was based on specified performance goals during the period from January 1, 2021 through December 31, 2023. |

  43. 2023 Executive Compensation Components and Determinations

    | • | 50% of the value of PSUs was based on goals related to free cash flow conversion and 50% was based on goals related to ROIC. |

  44. 2023 Executive Compensation Components and Determinations

    | • | The PSUs could earn between 0% and 200% based on the degree of satisfaction of the performance conditions. |

  45. 2023 Executive Compensation Components and Determinations

    | • | Based on performance on both metrics, the 2021 PSUs vested and paid out, in aggregate, at 200% of target value. |

  46. 2023 Executive Compensation Components and Determinations

    Free cash flow conversion for purposes of these PSUs means the ratio of adjusted free cash flow to net income for the three-year performance period. Adjusted free cash flow is measured as cash flow from operations as adjusted for capital expenditures, unbudgeted acquisitions and other non-recurring items, translated at constant currency as used for internal management reporting. Net income is calculated in accordance with U.S. GAAP, as adjusted for unbudgeted acquisitions and other non-recurring items. The payouts of the 2021 PSUs are reflected in the Stock Awards—Value Realized on Vesting column of the Option Exercises and Stock Vested in 2023 Table on page 62. The RSUs granted to executive officers in 2021 vested in three equal annual installments, assuming continued service. As noted above, Messrs. Adams and Peterson received grants consisting of solely PSUs in February 2021. The vesting of the RSUs in 2023 is reflected in Stock Awards—Value Realized on Vesting column of the Option Exercises and Stock Vested in 2023 Table on page 62. See also the “Outstanding Equity Awards at December 31” table for additional information regarding outstanding equity awards. Stock Ownership Requirements for Executive Officers. The Committee has adopted stock ownership guidelines for our executive officers, including the Named Executive Officers, to align their interests with the long-term interests of our stockholders and to encourage significant levels of stock ownership. The guidelines are expressed as a multiple of an executive’s base salary. The guidelines require the CEO to own Zurn Elkay stock with a market value equal to six times his base salary and require the executive officers other than the CEO to own three times their base salary within a specified five-year window. Shares owned and performance shares once earned are included in determining the executives’ level of ownership. In 2022, we revised our stock ownership guidelines so that shares underlying vested stock options that are “in the money” are not included in determining the executives’ level of ownership. As of the Record Date, three of our executive officers, including the CEO, had met the stock ownership guidelines, and the Company believes that all of the executives will have met their stock ownership guidelines within the specified five-year window. Clawback Policy. The Company adopted an Executive Compensation Clawback Policy, effective as of October 2023, that complies with the recently enacted rules of the SEC and the listing standards of the NYSE. Under the terms of the policy, if the Company is required to prepare an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements, or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected in the current period or left uncorrected in the current period, the Company must recover reasonably promptly certain incentive compensation received by current or former executive officers in the three-year period prior to the restatement. For these purposes, incentive compensation is compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. The amount of such incentive compensation to be recovered is the amount that exceeds the amount of incentive compensation that otherwise would have been received had it been determined based on the restated amounts. Subject to limited exceptions permitted under the SEC rules and listing standards of the NYSE, recovery is mandatory and does not depend on fraud or fault of the executive officers. In addition, the policy also provides that in the event that the Committee determines that a current or former officer or other employee designated from time to time by the Committee in its discretion engaged in illegal or fraudulent conduct or materially breached the Company’s Code of Conduct, the result of which is adverse to the Company, whether through financial or reputational harm, the Committee may, as and to the extent it deems appropriate, in its sole discretion, recoup from any such person who engaged in such conduct the incentive compensation that was received by such person during the three-year period prior to such conduct. This policy applies in addition to any right of recoupment against the Company’s Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002. Anti-Hedging and Anti-Pledging Policies. The Company’s Insider Trading Policy expressly prohibits directors, officers and employees from engaging in any hedging or monetization transactions that are designed to hedge against a decrease in the price of the Company’s common securities, such as zero-cost collars and forward sale contracts. Further, the Insider Trading Policy prohibits directors, officers and employees from holding Company securities in a margin account, pledging Company securities as collateral for a loan or taking out loans against 401(k) Plan balances invested in the Zurn Elkay Stock Fund. Employment-related Agreements; Severance and Change in Control Arrangements; Other Benefits upon Termination.

  47. 2023 Executive Compensation Components and Determinations

    | • | The Company generally has not entered into employment agreements with its domestic employees, including with its executive officers. Instead, the Company has utilized employment offer letters to set forth the initial terms and conditions of employment, but generally those did not have continuing obligations. |

  48. 2023 Executive Compensation Components and Determinations

    | • | The Company has an Executive Change in Control Plan (which provides potential benefits upon certain terminations that occur in connection with a change in control) and an Executive Severance Plan (which provides potential benefits in the event of a termination of an executive officer without cause other than in connection with a change in control transaction and sets uniform benefits levels for executive officers). The change in control provisions in the Executive Change in Control Plan utilize a “double trigger” before benefits are payable. |

  49. 2023 Executive Compensation Components and Determinations

    The Committee believes it is important to have employment-related letter agreements, and change in control and severance arrangements, to help assure the Company of the continuing availability of the Named Executive Officers’ and other key employees’ services over a period of time and to protect the Company from competition post-employment, as well as to help assure that those individuals will not be distracted by personal interests in the case of a potential acquisition of Zurn Elkay and to maintain their continuing loyalty to the Company. For more information regarding the letter agreement with our CEO, the Executive Change in Control Plan and the Executive Severance Plan, see “Executive Compensation—Employment-Related Agreements and Potential Payments upon Termination or Change in Control” below. In addition, for all officers and employees, including the Named Executive Officers, outstanding unvested equity awards granted under the Performance Incentive Plan have a “double trigger” and do not immediately vest on a liquidity event, such as the Company being acquired, unless certain other conditions, such as a loss of employment, are met. Retirement Benefits. Each of our Named Executive Officers participates in qualified defined contribution retirement plans maintained by the Company on substantially the same terms as other participating employees. Mr. Wehr also participates in the legacy Zurn Non-Union Pension Plan (the “Pension Plan”); however, none of the other Named Executive Officers participate in any qualified or nonqualified defined benefit pension plans of the Company because participation in the Pension Plan was closed to new employees prior to their respective hire dates. Benefit payments under the Pension Plan are generally based on average annual compensation—including overtime pay and certain other forms of compensation reportable as wages taxable for federal income tax purposes, but excluding severance payments, amounts attributable to our equity plans and any taxable fringe benefits for the five consecutive years within the last 10 consecutive years preceding termination of employment that produce the highest average. Benefits are generally payable as a life annuity for unmarried participants and on a 50% joint and survivor basis for married participants. The full retirement benefit is payable to participants who retire on or after age 65, and a reduced early retirement benefit is available to participants who retire on or after age 55 with 10 years of service. No offsets are made for the value of any social security benefits earned. Benefits under the Pension Plan are frozen except that former participants in one prior plan who were at least age 40 on December 31, 2009, including Mr. Wehr, continue to have additional compensation taken into account and will receive benefits based on the five consecutive years within the final 10 consecutive years preceding termination of employment that produce the highest average annual compensation. Nonqualified Deferred Compensation. The Zurn Elkay Deferred Compensation Plan (the “Deferred Plan”) is intended to further enhance executive officers’ and other participants’ ability to defer compensation to permit long-term savings. Pursuant to the Deferred Plan, officers of the Company, including the Named Executive Officers, and other employees selected by the Compensation Committee for participation (“Eligible Participants”) may elect to defer payment of up to 75% of their base salary, annual cash incentive bonus and hiring bonus. Under the Deferred Plan, the Company makes matching contributions equal to 50% of the first 8% of base salary or bonus that each Eligible Participant defers under the Deferred Plan, with the amount of the Company match being capped at 4% of an Eligible Participant’s base salary. Company contributions credited to an Eligible Participant’s account will be vested once he or she has been an Eligible Participant for three years. Eligible Participants may direct the manner in which amounts credited to their accounts are deemed invested by choosing from among investment alternatives that generally parallel those offered under the Company’s 401(k) Plan (except that the Zurn Elkay Stock Fund and any collective investment trusts are not offered under the Deferred Plan). Deemed earnings and losses are periodically credited to Eligible Participants’ accounts based on the investment experience of their deemed investments. Each Eligible Participant may elect to have deferred amounts (as adjusted to reflect deemed earnings experience) distributed after the Eligible Participant’s separation from service in the form of a lump sum payment or in annual installment payments over a period of 5 or 10 years, with certain exceptions for separation from service prior to the attainment of age 60 or upon death. In any event, payments triggered by a separation from service generally will be delayed for six months following such separation as required under Internal Revenue Code Section 409A. Upon the death of an Eligible Participant or a change in control of the Company, an Eligible Participant’s remaining account balance will be distributed in a lump sum. Other Personal Benefits. The Company and its subsidiaries provide executive officers with personal benefits, such as reimbursement of travel expenses, automobile-related benefits, club dues, estate, tax and financial planning assistance (in the case of financial planning assistance, either paid for by the Company or reimbursed up to $30,000 per year) and moving, relocation and temporary housing expenses and reimbursements, when appropriate, all of which the Company believes are reasonable, competitive and consistent with its overall compensation program. In that regard, the Committee has periodically reviewed the benefits provided to the Named Executive Officers. In particular, during 2023, benefits to the Named Executive Officers included, varying on the particular executive officer, club dues, estate and financial planning assistance, and an automobile allowance or participation in an automobile leasing program. Tax Considerations. As a result of Tax Reform, the performance-based compensation exception, which permitted deductibility for certain compensation over $1.0 million, was generally eliminated prospectively, subject to transitional provisions for certain compensation and grants awarded. While the Committee intends to be mindful of both the effects of the reduction of tax deductibility and the need for the Company to continue to offer competitive compensation notwithstanding Tax Reform, the Committee also expects to continue to include compensation keyed to the Company’s pay-for-performance philosophy as a significant portion of executive compensation. The Committee anticipates taking appropriate action to attempt to preserve the deductibility for past awards to the extent reasonably possible and as permitted by transitional provisions.

  50. Summary Compensation Table

    Summary Compensation Table The following table presents information about the compensation of our Named Executive Officers.

  51. Summary Compensation Table

    | Name | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) | All Other Compensation ($) (6) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Todd A. Adams | 2023 | $1,005,000 | — | $6,500,003 | — | $1,695,938 | $607,572 | $97,405 | $9,905,918 | | Chairman and | 2022 | 1,005,000 | — | — | — | 314,063 | — | 100,991 | 1,420,254 | | Chief Executive Officer | 2021 | 1,005,000 | — | 11,920,040 | — | 3,354,188 | 402,375 | 88,734 | 16,770,337 | | Mark W. Peterson | 2023 | 550,000 | — | 1,400,022 | — | 665,280 | 110,735 | 53,552 | 2,779,589 | | Senior Vice President | 2022 | 550,000 | — | — | — | 137,500 | — | 51,983 | 739,483 | | and Chief Financial Officer | 2021 | 547,115 | — | 2,925,049 | $374,987 | 1,101,375 | — | 48,409 | 4,996,935 | | Jeffrey A. Schoon | 2023 | 435,673 | — | 475,021 | — | 325,037 | 27,572 | 42,719 | 1,306,022 | | Executive Vice President(7) (8) | | | | | | | | | | | Michael D. Troutman | 2023 | 395,000 | — | 340,008 | — | 238,896 | 137,504 | 53,755 | 1,165,163 | | Chief Information Officer | 2022 | 394,000 | — | — | — | 46,906 | — | 52,207 | 493,113 | | | 2021 | 387,173 | — | 593,791 | 81,234 | 518,648 | 91,001 | 50,772 | 1,722,619 | | Craig G. Wehr | 2023 | 575,000 | — | — | — | 745,200 | 256,813 | 60,068 | 1,637,081 | | Chief Operating Officer (8) | 2022 | 516,731 | — | 3,000,023 | — | 143,750 | — | 52,801 | 3,713,304 | | | 2021 | 437,692 | — | 2,100,025 | 249,984 | 497,063 | 32,721 | 53,333 | 3,370,818 |

  52. Summary Compensation Table

    | (1) Salary reflects amounts actually paid during the year. Any amounts deferred under the Zurn Elkay Deferred Compensation Plan are also included in the “Executive Contributions in Last Fiscal Year” column of the “Nonqualified Deferred Compensation” table below. |

  53. Summary Compensation Table

    | (2) The amounts in column (d) include only bonus payments made outside of our annual MICP or guaranteed payments thereunder in excess of amounts otherwise earned. Cash payments under the MICP are set forth in column (g), “Non-Equity Incentive Plan Compensation.” For information regarding payments under the MICP related to performance during 2023, see “Compensation Discussion & Analysis—2023 Executive Compensation Components and Determinations—2023 Annual Performance-Based Awards.” |

  54. Summary Compensation Table

    | (3) The amounts in columns (e) and (f) reflect the grant date fair value computed in accordance with ASC 718 for equity awards under the Performance Incentive Plan made in each year. ASC 718 requires the Company to recognize compensation expense for stock options and other stock-related awards granted to our employees based on the estimated fair value of the equity instrument at the time of grant. For a discussion of the assumptions and methodologies used to calculate the amounts reported in this column, please see the discussion of equity awards contained in Note 14 – Stock-Based Compensation to our audited consolidated financial statements included in our Annual Report. |

  55. Summary Compensation Table

    Equity grants to the Named Executive Officers in 2023 consisted of: PSUs (all Named Executive Officers except Mr. Wehr) and RSUs (all Named Executive Officers except Mr. Adams and Mr. Wehr). For PSUs granted in 2023, 50% of the value of PSUs is based on goals related to free cash flow conversion and 50% is based on goals related to ROIC. PSUs are reported in column (e), “Stock Awards,” at target; participants can earn twice the number of PSUs granted for performance at maximum. The value of the PSUs granted in February 2023 at the maximum performance level (200%) for each Named Executive Officer: Mr. Adams—$13,000,006; Mr. Peterson—$1,679,998; Mr. Schoon—$569,998; and Mr. Troutman—$407,992. Grants of RSUs are not subject to performance conditions. Please also see the “Grants of Plan-Based Awards in 2023” table for further information about equity awards granted in 2023, and the “Outstanding Equity Awards at December 31, 2023” table for information regarding all outstanding equity awards at the end of 2023.

  56. Summary Compensation Table

    | (4) The amounts in column (g) represent the amount payable as cash incentive awards under the Company’s MICP to the Named Executive Officers for the respective year’s performance. Any amounts deferred under the Zurn Elkay Deferred Compensation Plan are also included in the “Executive Contributions in Last Fiscal Year” column of the “Nonqualified Deferred Compensation” table below. |

  57. Summary Compensation Table

    | (5) The amount in column (h) represents earnings on the non-qualified Deferred Compensation Plan in those periods for each Named Executive Officer. Mr. Wehr is the only Named Executive Officer who participates in the Zurn Elkay Pension Plan; as a result, for Mr. Wehr, the amount in column (h) also includes the increase, if any, in the actuarial present value of pension benefits under the Zurn Pension Plan between periods. See the “Pension Benefits” and “Nonqualified Deferred Compensation” tables below for further discussion regarding the Pension Plan and the Deferred Compensation Plan. |

  58. Summary Compensation Table

    | (6) The amounts in column (i) for 2023 include the items listed in the table below. |

  59. Summary Compensation Table

    | Name | Year | 401(k) Matching Contribution ($) | Deferred Compensation Plan Company Contribution ($) | Automobile Allowance and Related Expenses ($) | Estate and Financial Planning ($) | Club Dues ($) | Total ($) | | Todd A. Adams | 2023 | $11,250 | $40,200 | $6,494 | $24,000 | $15,461 | $97,405 | | Mark W. Peterson | 2023 | 11,250 | 22,000 | 3,847 | 15,905 | 550 | 53,552 | | Jeffrey A. Schoon | 2023 | 11,250 | 17,427 | 10,800 | 2,600 | 642 | 42,719 | | Michael D. Troutman | 2023 | 11,250 | 15,800 | 10,800 | 15,905 | — | 53,755 | | Craig G. Wehr | 2023 | 11,250 | 23,000 | 5,099 | 15,905 | 4,814 | 60,068 |

  60. Summary Compensation Table

    | (7) Mr. Schoon has been an executive officer since March 2023. Since Mr. Schoon was not a Named Executive Officer in 2021 or 2022, in accordance with SEC rules, information for such periods is not required to be presented. |

  61. Summary Compensation Table

    | (8) Effective January 1, 2024, Mr. Schoon assumed the role of President and Mr. Wehr assumed an executive advisory role. |

  62. Summary Compensation Table

    * * *

  63. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table presents information about grants of plan-based awards made to our Named Executive Officers during 2023. For additional information regarding outstanding awards please see the “Outstanding Equity Awards at December 31, 2023” table.

  64. Grants of Plan-Based Awards in 2023

    | | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise of Base Price of Option Awards ($) | Grant Date Fair Value of Stock & Option Awards (5) ($) | | Name | Award Type | | Threshold (2) ($) | Target (3) ($) | Maximum (4) ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Todd A. Adams | MICP | 02/1/2023 | $628,125 | $1,256,250 | $2,512,500 | — | — | — | — | — | — | — | | | PSUs(6) | 02/10/2023 | — | — | — | 139,785 | 279,570 | 559,140 | — | — | — | $6,500,003 | | Mark W. Peterson | MICP | 02/1/2023 | 275,000 | 550,000 | 1,375,000 | — | — | — | — | — | — | — | | | PSUs(6) | 02/10/2023 | — | — | — | 18,065 | 36,129 | 72,258 | — | — | — | 839,999 | | | RSUs(7) | 02/10/2023 | — | — | — | — | — | — | 24,087 | — | — | 560,023 | | Jeffrey A. Schoon | MICP | 02/1/2023 | 132,000 | 264,000 | 1,100,000 | — | — | — | — | — | — | — | | | PSUs(6) | 02/10/2023 | — | — | — | 6,129 | 12,258 | 24,516 | — | — | — | 284,999 | | | RSUs(7) | 02/10/2023 | — | — | — | — | — | — | 8,173 | — | — | 190,022 | | Michael D. Troutman | MICP | 02/1/2023 | 98,750 | 197,500 | 987,500 | — | — | — | — | — | — | — | | | PSUs(6) | 02/10/2023 | — | — | — | 4,387 | 8,774 | 17,548 | — | — | — | 203,996 | | | RSUs(7) | 02/10/2023 | — | — | — | — | — | — | 5,850 | — | — | 136,013 | | Craig G. Wehr | MICP | 02/1/2023 | 287,500 | 575,000 | 1,437,500 | — | — | — | — | — | — | — |

  65. Grants of Plan-Based Awards in 2023

    | (1) Amounts reflect target incentive awards under the MICP for 2023 for each Named Executive Officer. Target incentive awards for 2023 were paid in cash. Actual cash amounts paid under the MICP for 2023 are included in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” above. |

  66. Grants of Plan-Based Awards in 2023

    | (2) There is no minimum amount payable under the MICP. Unless there is a specific guaranty arrangement with a particular executive officer, no payout is earned if either (i) the Company or the respective business, as the case may be, fails to achieve the specified performance metrics (which are discussed in “Compensation Discussion and Analysis—2023 Executive Compensation Components and Determinations—2023 Annual Performance-Based Awards” above) or (ii) if an individual receives a zero achievement on his personal performance multiplier. The Threshold payout amount is 50% of the Target amount, and the amount shown in column (c) represents the amount payable under the MICP if 90% of the applicable performance targets are met and a 1.0 personal performance multiplier is applied. For each percentage point by which the applicable metrics are missed, the potential bonus is reduced by 5 percentage points; no bonus is paid if the Company (or respective business) fails to reach at least 90% of the applicable metrics; however, a bonus is paid if at least 90% of any of the applicable financial metrics is met. |

  67. Grants of Plan-Based Awards in 2023

    For executive officers, the personal performance multiplier is between zero and 1.5, with the Compensation Committee determining each officer’s multiplier based on the individual’s performance.

  68. Grants of Plan-Based Awards in 2023

    | (3) Target represents the amount payable under the MICP if 100% of the corporate (or respective business) metrics are met and a 1.0 personal performance multiplier is applied, assuming each executive’s current annual base salary, excluding any additional discretionary bonus that could be paid under the plan. A personal performance multiplier of 1.0 denotes on-target achievement of goals. |

  69. Grants of Plan-Based Awards in 2023

    | (4) For each percentage point above Target, the potential bonus is increased incrementally, in an amount equal to 2.5 percentage points for each of the first 10 percentage points over the Target and, thereafter, by 5 percentage points for each percentage point over 110% of the Target. For 2023, the Committee set a limit of 250% of base salary on the maximum incentive opportunity with respect to the corporate (or respective business) financial performance-based portion of the incentive formula under the MICP for Mr. Adams and the other Named Executive Officers. The Committee believes that such a cap is appropriate for a public company, but that the cap is at a sufficiently high level so as to continue to encourage particularly strong performance. |

  70. Grants of Plan-Based Awards in 2023

    | (5) This amount represents the grant date fair value of the equity awards calculated in accordance with ASC 718. See also the discussion of equity awards contained in Note 14 – Stock-Based Compensation to our audited consolidated financial statements included in our Annual Report. |

  71. Grants of Plan-Based Awards in 2023

    | (6) Column (f), (g) and (h) show the number of shares that would be received at threshold, target and maximum performance levels. Vesting of the PSUs is dependent on goals related to free cash flow conversion and ROIC during the period from January 1, 2023, through December 31, 2025. The PSUs have 100% cliff vesting after conclusion of the performance period, assuming continued employment, and can be earned at levels between 0% and 200% based on the satisfaction of the performance conditions. For more information regarding the PSUs, see “Narrative to Grants of Plan-Based Awards Table” below. |

  72. Grants of Plan-Based Awards in 2023

    | (7) The RSUs granted vest in three equal annual installments beginning on the first anniversary of the grant date, assuming continued employment. |

  73. Grants of Plan-Based Awards in 2023

    * * *

  74. Narrative to Grants of Plan-Based Awards Table

    Narrative to Grants of Plan-Based Awards Table As described under “Compensation Discussion and Analysis—2023 Executive Compensation Components and Determinations—2023 Annual Performance-Based Awards,” the MICP provides for cash incentive awards based on specified criteria. For the Named Executive Officers, the goals were based on the achievement of personal goals, referred to as AIPs, and the achievement of minimum annual Company or a specific business’s financial performance targets. The Performance Incentive Plan is intended to provide performance incentives to our officers, employees, directors and certain others by permitting grants of equity awards and performance-based cash awards to such persons, to encourage them to maximize our performance and create value for our stockholders. For 2023, long-term equity awards granted to the Named Executive Officers other than Mr. Adams and Mr. Wehr consisted of 60% PSUs and 40% RSUs. For Mr. Adams, his long-term equity incentive award consisted entirely of PSUs. Vesting of the PSUs will be based on specified performance goals during the period from January 1, 2023 through December 31, 2025. For these PSU awards, 50% of the value of PSUs is based on goals related to free cash flow conversion and 50% is based on goals related to ROIC. For performance at the threshold level, 50% of the PSUs may be earned, and for performance above the target level, recipients may earn up to twice the target number of PSUs. The PSUs have 100% cliff vesting after the conclusion of the performance period, assuming continued employment. RSUs vest in three equal installments beginning on the first anniversary of the grant date, assuming continued employment. See “Compensation Discussion and Analysis—2023 Executive Compensation Components and Determinations—Long-Term Equity Incentive Awards” above for more information regarding the Performance Incentive Plan, as well as equity grants made to our executive officers under that plan.

  75. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table presents information about Zurn Elkay stock and option awards held by our Named Executive Officers that were outstanding at the end of 2023.

  76. Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date (2) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Todd A. Adams | 5/19/2017 | 439,545 | — | 11.37 | 5/19/2027 | — | — | — | — | | | 5/25/2018 | 184,733 | — | 14.22 | 5/25/2028 | — | — | — | — | | | 10/05/2021(4) | — | — | — | — | — | — | 163,994 | 4,823,064 | | | 02/10/2023(4) | — | — | — | — | — | — | 279,570 | 8,222,154 | | Mark W. Peterson | 5/25/2018 | 46,780 | — | 14.22 | 5/25/2028 | — | — | — | — | | | 10/05/2021(6) | 22,321 | 11,160 | 33.05 | 10/5/2031 | — | — | — | — | | | 10/05/2021(4) | — | — | — | — | — | — | 22,693 | 667,401 | | | 10/05/2021(5) | — | — | — | — | 3,782 | 111,229 | — | — | | | 02/10/2023(4) | — | — | — | — | — | — | 36,129 | 1,062,544 | | | 02/10/2023(5) | — | — | — | — | 24,087 | 708,399 | — | — | | Jeffrey A. Schoon | 8/15/2022(4) | — | — | — | — | — | — | 31,960 | 939,944 | | | 02/10/2023(4) | — | — | — | — | — | — | 12,258 | 360,508 | | | 02/10/2023(5) | — | — | — | — | 8,173 | 240,368 | — | — | | Michael D. Troutman | 5/22/2015 | 52,851 | — | 12.67 | 5/22/2025 | — | — | — | — | | | 5/20/2016 | 78,871 | — | 9.69 | 5/20/2026 | — | — | — | — | | | 5/19/2017 | 37,676 | — | 11.37 | 5/19/2027 | — | — | — | — | | | 5/25/2018 | 15,116 | — | 14.22 | 5/25/2028 | — | — | — | — | | | 02/16/2021(5) | — | — | — | — | 2,105 | 61,908 | — | — | | | 10/05/2021(6) | 4,836 | 2,417 | 33.05 | 10/5/2031 | — | — | — | — | | | 10/05/2021(4) | — | — | — | — | — | — | 4,917 | 144,609 | | | 10/05/2021(5) | — | — | — | — | 819 | 24,087 | — | — | | | 02/10/2023(4) | — | — | — | — | — | — | 8,774 | 258,043 | | | 02/10/2023(5) | — | — | — | — | 5,850 | 172,049 | — | — | | Craig G. Wehr | 5/22/2015 | 62,461 | — | 12.67 | 5/22/2025 | — | — | — | — | | | 5/20/2016 | 94,423 | — | 9.69 | 5/20/2026 | — | — | — | — | | | 5/19/2017 | 40,815 | — | 11.37 | 5/19/2027 | — | — | — | — | | | 5/25/2018 | 15,592 | — | 14.22 | 5/25/2028 | — | — | — | — | | | 02/16/2021(5) | — | — | — | — | 4,812 | 141,521 | — | — | | | 10/05/2021(6) | 14,880 | 7,440 | 33.05 | 10/5/2031 | — | — | — | — | | | 10/05/2021(4) | — | — | — | — | — | — | 15,129 | 444,944 | | | 10/05/2021(5) | — | — | — | — | 2,521 | 74,143 | — | — | | | 8/15/2022(4) | — | — | — | — | — | — | 95,878 | 2,819,772 |

  77. Outstanding Equity Awards at December 31, 2023

    | (1) All equity grants listed were made under the Performance Incentive Plan. |

  78. Outstanding Equity Awards at December 31, 2023

    | (2) The option expiration date shown in column (e) above is the stated expiration date, and the latest date that the options may be exercised. The options may terminate earlier upon a termination of employment or in connection with a change in control of the Company. |

  79. Outstanding Equity Awards at December 31, 2023

    | (3) The market value of the PSUs and RSUs reported above is based on the $29.41 per share closing price of our common stock on the NYSE on the last trading day of 2023. |

  80. Outstanding Equity Awards at December 31, 2023

    | (4) Vesting of the PSUs granted in October 2021 is dependent on goals related to free cash flow conversion and ROIC during the period from October 1, 2021, through September 30, 2024. Vesting of the |

  81. Outstanding Equity Awards at December 31, 2023

    | PSUs granted in August 2022 is dependent on goals related to free cash flow conversion goals and ROIC during the period from January 1, 2022, through December 31, 2024. Vesting of the PSUs granted in February 2023 is dependent on goals related to free cash flow conversion and ROIC during the period from January 1, 2023, through December 31, 2025. The value of the October 2021, August 2022, and February 2023 awards are shown at the target achievement level based on performance-to-date as of the end of 2023. |

  82. Outstanding Equity Awards at December 31, 2023

    | (5) The RSUs granted vest in three equal annual installments beginning on the first anniversary of the grant date, assuming continued employment. |

  83. Outstanding Equity Awards at December 31, 2023

    | (6) The original option grant vests in three equal annual installments beginning on the first anniversary of the grant date, assuming continued employment. |

  84. Narrative to the Outstanding Equity Awards Table

    Narrative to the Outstanding Equity Awards Table Outstanding equity awards consisted of options, PSUs and RSUs granted under the Performance Incentive Plan. See also “Compensation Discussion and Analysis—2023 Executive Compensation Components and Determinations—Long-Term Equity Incentive Awards” above. Awards granted under the Performance Incentive Plan have a “double trigger” and, therefore, do not provide for automatic vesting upon a change in control; unless the Compensation Committee makes other arrangements, accelerated vesting will only occur in the event of certain terminations of employment following a change in control, as set forth in the applicable plan.

  85. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information about option exercises and stock awards granted to the Named Executive Officers in prior years that were exercised or vested in 2023.

  86. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | | (a) | (b) | (c) | (d) | (e) | | Todd A. Adams | — | $ — | 586,432 | $18,888,975 | | Mark W. Peterson | 319,258 | 6,365,714 | 164,400 | 5,333,116 | | Jeffrey A. Schoon | — | — | — | — | | Michael D. Troutman | 35,082 | 538,328 | 21,606 | 681,906 | | Craig G. Wehr | 55,133 | 754,085 | 49,903 | 1,576,294 |

  87. Option Exercises and Stock Vested in 2023

    | (1) The value realized is based on the difference between the exercise price of the options and the sale price of the underlying shares on the date of exercise for shares that were sold. For shares that were held or not otherwise sold upon the exercise of options, the value realized is based on the difference between the exercise price of the options and the average of the high and low trading prices of the Company’s common stock on the NYSE on the date of exercise. |

  88. Option Exercises and Stock Vested in 2023

    | (2) The value realized is based on the closing trading price of the Company’s common stock on the NYSE on the applicable release or vesting date for PSUs and RSUs, respectively. |

  89. Pension Benefits

    Pension Benefits The following table provides information on the benefits that are accrued under the legacy Zurn Non-Union Pension Plan (the “Pension Plan”) in which Mr. Wehr participates. The Company’s other Named Executive Officers did not participate in any qualified or nonqualified defined-benefit Company pension plans as of December 31, 2023.

  90. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | Payments During Last Fiscal Year (2) ($) | | (a) | (b) | (c) | (d) | (e) | | Todd A. Adams | — | — | — | — | | Mark W. Peterson | — | — | — | — | | Jeffrey A. Schoon | — | — | — | — | | Michael D. Troutman | — | — | — | — | | Craig G. Wehr (3) | Zurn Non-Union Pension Plan | 16.41 | $596,135 | — |

  91. Pension Benefits

    | (1) The amount in column (d) represents the actuarial present value of the accumulated pension benefit under the Pension Plan as of the December 31, 2023 measurement date used for financial statement reporting purposes. Participants in the Pension Plan are assumed to retire at age 65, the plan’s earliest termination date with unreduced benefits. For a description of the material assumptions used to calculate the present value of accumulated benefits, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Retirement Benefits” and Note 15 – Retirement Benefits to our audited consolidated financial statements included in our Annual Report. |

  92. Pension Benefits

    | (2) This column reports any payments during 2023. |

  93. Pension Benefits

    | (3) Mr. Wehr was a participant in the Jacuzzi Brands, Inc. Master Pension Plan, which was merged into the Pension Plan in 2007 in connection with the Company’s acquisition of Zurn. The number of years of credited service is now frozen, but includes prior service with Jacuzzi and Zurn, as well as their affiliates. |

  94. Narrative to Pension Benefits Table

    Narrative to Pension Benefits Table Each of our Named Executive Officers participates in qualified defined contribution retirement plans maintained by the Company on substantially the same terms as other participating employees. Mr. Wehr also participates in the Pension Plan; however, the other Named Executive Officers do not participate in any qualified or nonqualified defined benefit pension plans of the Company because participation in the Pension Plan, and predecessor plans, was closed to new employees prior to their respective hire dates. Benefit payments under the Pension Plan are generally based on average annual compensation – including overtime pay and certain other forms of compensation reportable as wages taxable for federal income tax purposes, but excluding severance payments, amounts attributable to our equity plans and any taxable fringe benefits for the five consecutive years within the last 10 consecutive years preceding termination of employment that produce the highest average. Benefits are generally payable as a life annuity for unmarried participants and on a 50% joint and survivor basis for married participants. The full retirement benefit is payable to participants who retire on or after age 65, and a reduced early retirement benefit is available to participants who retire on or after age 55 with 10 years of service. No offsets are made for the value of any social security benefits earned. Benefits under the Pension Plan are frozen except that former participants in one prior plan who were at least age 40 on December 31, 2009, including Mr. Wehr, continue to have additional compensation taken into account and will receive benefits based on the five consecutive years within the final 10 consecutive years preceding termination of employment that produce the highest average annual compensation.

  95. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information related to the named executive officers’ participation in the Zurn Elkay Deferred Compensation Plan (the “Deferred Plan”).

  96. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1)(2) | Registrant Contributions in Last Fiscal Year ($)(1)(2) | Aggregate Earnings (Loss) in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($)(1) | Aggregate Balance at Last Fiscal Year End ($)(1)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | | Todd A. Adams | $100,500 | $40,200 | $607,572 | — | $2,848,564 | | Mark W. Peterson | 44,000 | 22,000 | 110,735 | — | 519,281 | | Jeffery A. Schoon | 34,854 | 17,427 | 27,572 | — | 164,611 | | Michael D. Troutman | 39,500 | 15,800 | 137,504 | — | 815,210 | | Craig G. Wehr | 67,563 | 23,000 | 175,527 | — | 632,912 |

  97. Nonqualified Deferred Compensation

    | (1) All amounts relate to 2023. |

  98. Nonqualified Deferred Compensation

    | (2) The amounts in column (b) are reported in the “Salary” column of the Summary Compensation Table above and the amounts reported in column (c) are reported in the “All Other Compensation” column of the Summary Compensation Table above. |

  99. Nonqualified Deferred Compensation

    | (3) Of the amounts reported in the “Aggregate Balance at Last Fiscal Year End” column, the following amounts were previously reported in the Summary Compensation Tables in the Company’s Proxy Statements for its prior annual meetings: Mr. Adams—$2,100,292; Mr. Peterson—$342,546; Mr. Schoon was not included in the prior year’s proxy; Mr. Troutman—$617,755; and Mr. Wehr—$369,154. |

  100. Narrative to the Nonqualified Deferred Compensation Table

    Narrative to the Nonqualified Deferred Compensation Table Pursuant to the Deferred Plan, officers of the Company, including the Named Executive Officers, and other employees selected by the Compensation Committee for participation (“Eligible Participants”) may elect to defer payment of up to 75% of their base salary and annual cash incentive bonus. Under the Deferred Plan, the Company makes matching contributions equal to 50% of the first 8% of base salary or bonus that each Eligible Participant defers under the Deferred Plan, with the amount of the Company match being capped at 4% of an Eligible Participant’s base salary. Eligible Participants may direct the manner in which amounts credited to their accounts are deemed invested by choosing from among investment alternatives that generally parallel those offered under the Company’s 401(k) Plan (except that the Zurn Elkay Stock Fund, certain other funds and any collective investment trusts are not offered under the Deferred Plan). Deemed earnings and losses are periodically credited to Eligible Participants’ accounts based on the investment experience of their deemed investments. Each Eligible Participant may elect to have deferred amounts (as adjusted to reflect deemed earnings experience) distributed after the Eligible Participant’s separation from service in the form of a lump sum payment or in annual installment payments over a period of 5 or 10 years. If an Eligible Participant separates from service prior to the attainment of age 60, any distribution election will be disregarded and the Eligible Participant will receive a lump sum distribution after his or her separation from service. In any event, payments triggered by a separation from service will be delayed for six months following such separation as required under Internal Revenue Code Section 409A. Upon the death of an Eligible Participant or a change in control of the Company, an Eligible Participant’s remaining account balance will be distributed in a lump sum.

  101. Employment-Related Agreements and Potential Payments upon Termination or Change in Control

    Employment-Related Agreements and Potential Payments upon Termination or Change in Control Employment-related Letter Agreements, Severance Arrangements and Change in Control Benefits. This section describes certain material provisions of Company arrangements related to employment and post-employment compensation. On December 13, 2018, the Company entered into a letter agreement with Mr. Adams providing for his continued employment with the Company (the “Letter Agreement”). The Letter Agreement currently extends through December 13, 2024, after which it automatically renews for successive one-year terms unless, at least 90 days prior to the expiration of the then-current term, either party provides notice of an intent to terminate the Letter Agreement upon its then-current expiration date. Under the terms of the Letter Agreement, severance and change in control benefits, which provide for longer benefits and restriction periods than for other executive officers, are payable under the Company’s Executive Severance Plan and its Executive Change in Control Plan. The Company does not currently have employment-related agreements with any of its other executive officers. To provide for uniform treatment of our executive officers, the Company has an Executive Change in Control Plan and an Executive Severance Plan, both of which apply to all current executive officers (including the CEO) and certain other key employees. Mr. Adams is covered by these plans, although at somewhat higher benefit levels than other participants. The Committee periodically reviews these benefits to help assure that they remain at appropriate levels. The Executive Change in Control Plan provides potential benefits upon certain terminations that occur in connection with a change in control. The Executive Change in Control Plan provides that, in the event of a qualifying termination, unvested long-term incentive awards that vest and are earned depending on the attainment of certain performance criteria would vest and be earned at the greater of the (i) target performance level or (ii) actual performance measured through the date of the qualifying termination or, in the event of a qualifying termination prior to a change in control, the date of the change in control. The Executive Severance Plan sets uniform benefits levels in the event of a termination of an executive officer without cause other than in connection with a change in control transaction. Among other things, the agreements and plans specify the effects if the Company terminates a Named Executive Officer without cause, or a Named Executive Officer leaves the Company for good reason, and determines the compensation payable upon such events, as well as payments in connection with a change in control, as follows:

  102. Other terminations

    | Name | Cash ($) (1) | Equity ($)(2) | Pension / Non-Qualified Deferred Compensation ($)(3) | Perquisites / Benefits | Tax Reimbursement | Other | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Termination Due to Death or Disability | | | | | | | | | Todd A. Adams | $1,256,250 | $33,789,917 | — | — | — | — | $35,046,167 | | Mark W. Peterson | 550,000 | — | — | — | — | — | 550,000 | | Jeffrey A. Schoon | 264,000 | — | — | — | — | — | 264,000 | | Michael D. Troutman | 197,500 | — | — | — | — | — | 197,500 | | Craig G. Wehr | 575,000 | — | — | — | — | — | 575,000 | | Termination By the Company Without Cause and Not in Connection with Change in Control | | | | | | | | | Todd A. Adams | 5,778,750 | — | — | 46,658 | — | — | 5,825,408 | | Mark W. Peterson | 550,000 | — | — | 23,185 | — | — | 573,185 | | Jeffrey A. Schoon | 440,000 | — | — | 23,185 | — | — | 463,185 | | Michael D. Troutman | 395,000 | — | — | 23,185 | — | — | 418,185 | | Craig G. Wehr | 575,000 | — | — | 23,185 | — | — | 598,185 | | Termination By the Company Without Cause, or By the Executive for Good Reason, in Connection with Change in Control | | | | | | | | | Todd A. Adams | 5,778,750 | 33,789,917 | — | 46,658 | — | — | 39,615,325 | | Mark W. Peterson | 825,000 | 8,114,233 | — | 34,778 | — | — | 8,974,011 | | Jeffrey A. Schoon | 660,000 | 2,387,133 | — | 34,778 | — | — | 3,081,911 | | Michael D. Troutman | 592,500 | 1,462,204 | — | 34,778 | — | — | 2,089,482 | | Craig G. Wehr | 862,500 | 8,134,128 | — | 34,778 | — | — | 9,031,406 |

  103. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE In accordance with Item 402(u) of Regulation S-K, the Company is providing the following information for 2023:

  104. PAY RATIO DISCLOSURE

    | • | Median of annual compensation of all employees worldwide excluding the CEO – $57,385 |

  105. PAY RATIO DISCLOSURE

    | • | Annual total compensation of the CEO – $9,905,918 |

  106. PAY RATIO DISCLOSURE

    | • | Ratio of CEO annual total compensation to median employee compensation – 172:1 |

  107. PAY RATIO DISCLOSURE

    As a result of certain changes in the Company’s employee population during 2023, the Company prepared a new reasonable estimate of the median employee from a compensation perspective by collecting cash compensation (salary and cash bonuses) for the period from November 1, 2022, through October 31, 2023, for all employees worldwide who were employed by the Company as of October 31, 2023 (the “determination date”). For those employees compensated in foreign currencies, exchange rates at year-end were used to convert their compensation into U.S. dollars. To determine the ratio disclosed above, the Company calculated the median employee’s compensation for the period noted above in accordance with the rules applicable to the compensation elements included in the Summary Compensation Table and compared such compensation to the compensation reported in the Summary Compensation Table for our CEO.

  108. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” The table below provides compensation for our principal executive officer and our named executive officers calculated under the regulations. Company total stockholder return, as well as the return of our total stockholder return comparator group, the S&P 1500 Industrials Index, is also provided. Financial performance is provided for the required net income measure, as well as our company selected metric, adjusted EBITDA.

  109. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | Value of Initial Fixed $100 Investment— Total Stockholder Return | Value of Initial Fixed $100 Investment— Peer Group Total Stockholder Return | Net Income ($M) | Adjusted EBITDA ($M) | | | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $9,905,918 | $17,826,587 | $1,721,964 | $1,551,447 | 251 | 171 | $112.7 | $339.5 | | 2022 | 1,420,254 | (5,887,343) | 1,364,195 | 160,294 | 179 | 142 | 61.7 | 264.6 | | 2021 | 16,770,337 | 56,830,353 | 2,665,317 | 7,484,820 | 305 | 152 | 120.9 | 195.8 | | Transition Period (April 1, 2020 - December 31, 2020) | 8,729,058 | 18,023,901 | 2,053,445 | 3,644,944 | 159 | 124 | 118.2 | 307.5 | | Fiscal 2020 (April 1, 2019, to March 31, 2020) | 6,932,834 | 6,166,486 | 1,472,364 | 1,426,142 | 90 | 80 | 165.7 | 460.2 |

  110. PAY VERSUS PERFORMANCE

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Adams for each corresponding year in the “Total” column of the Summary Compensation Table included above in “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” |

  111. PAY VERSUS PERFORMANCE

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Adams, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Adams during the applicable period. The adjustments required by Item 402(v) of Regulation S-K to Mr. Adams’s total compensation for each year reported in the Summary Compensation Table, are set forth below in the PEO Compensation Actually Paid table. |

  112. PAY VERSUS PERFORMANCE

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Adams, who has served as our Chief Executive Officer since 2009) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) For 2023, Mark W. Peterson, Jeffrey A. Schoon, Michael D. Troutman and Craig G. Wehr; (ii) for 2022, Mark W. Peterson, Rodney L. Jackson, Michael D. Troutman and Craig G. Wehr; (iii) for 2021, Mark W. Peterson, Rodney L. Jackson, Michael D. Troutman, Craig G. Wehr and Kevin J. Zaba; (iv) for the Transition Period, Mark W. Peterson, Kevin J. Zaba, George J. Powers and Craig G. Wehr; and (v) for 2020, Mark W. Peterson, Kevin J. Zaba, George J. Powers and Craig G. Wehr. |

  113. PAY VERSUS PERFORMANCE

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Adams), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Adams) during the applicable year. As required by Item 402(v) of Regulation S-K, the average total compensation for the NEOs as a group (excluding Mr. Adams) for each year was adjusted as set forth in the Non-PEO NEO Compensation Actually Paid table below, using the same methodology described above in Note 2. |

  114. PAY VERSUS PERFORMANCE

    | (5) Total Stockholder Return is calculated by dividing the (i) sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and at the beginning of the measurement period by (ii) the Company’s share price at the beginning of the measurement period. |

  115. PAY VERSUS PERFORMANCE

    | (6) Peer Group Total Stockholder Return is calculated in substantially the manner described in Note 5, based on the S&P 1500 Industrials Index. |

  116. PAY VERSUS PERFORMANCE

    | (7) Includes net income generated by our Process and Motion Control business prior to the spin-off of that business on October 4, 2021, and net income generated by Elkay Manufacturing Company, following its acquisition by the Company on July 1, 2022. |

  117. PAY VERSUS PERFORMANCE

    | (8) Adjusted EBITDA is defined as net income plus interest, income taxes, depreciation and amortization, plus adjustments for restructuring, stock-based compensation expense, other (income) expense, LIFO (income) expense, unbudgeted acquisitions and other nonrecurring items translated at constant currency as used for internal management reporting. While we use other financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs to Company performance. Adjusted EBITDA includes adjusted EBITDA generated by our Process and Motion Control business prior to the spin-off of that business on October 4 and adjusted EBITDA generated by Elkay Manufacturing Company, following its acquisition by the Company on July 1, 2022. |

  118. PAY VERSUS PERFORMANCE

    | Adjustment Tables PEO Compensation Actually Paid (1) | | | | | | | | Year | Reported Summary Compensation Table Total for PEO | Less Reported Value of Equity Awards | Plus Equity Award Adjustments | Less Reported Change in the Actuarial Present Value of Pension Benefits | Plus Pension Benefit Adjustments | Compensation Actually Paid to PEO | | | | (2) | (3) | (4) | (4) | (1) | | 2023 | $9,905,918 | $6,500,003 | $14,420,672 | — | — | $17,826,587 |

  119. PAY VERSUS PERFORMANCE

    | (1) Calculated as required by Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Adams during the applicable period. |

  120. PAY VERSUS PERFORMANCE

    | (2) The reported value of equity awards represents the average of the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  121. PAY VERSUS PERFORMANCE

    | (3) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in |

  122. PAY VERSUS PERFORMANCE

    | fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These equity award adjustments are set forth in the PEO Equity Award Adjustments table below. |

  123. PAY VERSUS PERFORMANCE

    | (4) Mr. Adams is not a participant in any Company pension plan. |

  124. PAY VERSUS PERFORMANCE

    PEO Equity Award Adjustments

  125. PAY VERSUS PERFORMANCE

    | Year | Fair Value of Outstanding and Unvested Equity Granted in Fiscal Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $8,222,154 | $1,354,590 | — | $4,843,928 | — | — | $14,420,672 |

  126. PAY VERSUS PERFORMANCE

    Non-PEO NEO Compensation Actually Paid (1)

  127. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Less Average Reported Value of Equity Awards (2) | Plus Average Equity Award Adjustments (3) | Less Average Reported Change in the Actuarial Present Value of Pension Benefits (4) | Plus Average Pension Benefit Adjustments (4) | Average Compensation Actually Paid to Non-PEO NEOs (1) | | 2023 | $1,721,964 | $553,763 | $398,370 | $20,322 | $5,198 | $1,551,447 |

  128. PAY VERSUS PERFORMANCE

    | (1) Calculated as required by Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable period. |

  129. PAY VERSUS PERFORMANCE

    | (2) The average reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the non-PEO NEOs for the applicable year. |

  130. PAY VERSUS PERFORMANCE

    | (3) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the same applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. These equity award adjustments are set forth in the Non-PEO NEO Equity Award Adjustments table below. |

  131. PAY VERSUS PERFORMANCE

    | (4) Only Mr. Wehr participates in a pension plan. |

  132. PAY VERSUS PERFORMANCE

    NEO Equity Award Adjustments

  133. PAY VERSUS PERFORMANCE

    | Year | Fair Value of Outstanding and Unvested Equity Granted in Fiscal Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | Average Equity Award Adjustments | | 2023 | $700,480 | $400,806 | — | $492,193 | — | — | $1,593,479 | $398,370 |

  134. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  135. NEO Compensation Actually Paid to Total Stockholder Return

    NEO Compensation Actually Paid to Total Stockholder Return As demonstrated by the following graph, the amount of compensation actually paid to Mr. Adams and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Adams) is aligned with the Company’s cumulative Total Stockholder Return (TSR) over the five years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is largely because a significant portion of the compensation actually paid to Mr. Adams and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company structures NEO compensation so that a meaningful portion is variable and based on the financial performance of the Company or one of its specific businesses or departments.

  136. NEO Compensation Actually Paid to Total Stockholder Return

    | • | Through the reporting periods above, the movement of both the compensation actually paid to the PEO (PEO CAP) and average compensation actually paid to non-PEO NEOs (average NEO CAP) track with Zurn Elkay Water Solutions TSR (which outperformed the peer group TSR cumulatively). |

  137. NEO Compensation Actually Paid to Total Stockholder Return

    | • | For the Transition Period, PEO CAP increased from $6.2 million in fiscal 2020 to $18.0 million, and average NEO CAP increased from $1.4 million in fiscal 2020 to $3.6 million. During that same time, the value of an initial $100 investment in Zurn Water Solutions common stock increased from $90 to $159 and the peer group $100 initial investment increased from $80 to $124. |

  138. NEO Compensation Actually Paid to Total Stockholder Return

    | • | For 2021, PEO CAP increased from $18.0 million in the Transition Period to $56.8 million, and average NEO CAP increased from $3.6 million in the Transition Period to $7.5 million. During this same period, there is a correlating increase in the initial $100 investment in Zurn Water Solutions common stock from $159 to $305, and the peer group $100 initial investment increased from $124 to $152. |

  139. NEO Compensation Actually Paid to Total Stockholder Return

    | • | For 2022, PEO CAP decreased from $56.8 million in 2021 to ($5.9 million), and average NEO CAP decreased from $7.5 million to $0.16 million. During this same period, there is a correlating decrease in the initial $100 invested in Zurn Elkay Water Solutions common stock from the high of $305 to $179, and a modest reduction in peer group initial $100 invested from $152 to $142. |

  140. NEO Compensation Actually Paid to Total Stockholder Return

    | • | For 2023, PEO CAP increased from ($5.9 million) in 2022 to $17.8 million, and average NEO CAP increased from $0.16 million to $1.55 million. During this same period, there is a correlating increase in the initial $100 invested in Zurn Elkay Water Solutions common stock from the 2022 level of $179 to $251, and an increase in peer group initial $100 invested from $142 to $171. |

  141. NEO Compensation Actually Paid to Net Income

    NEO Compensation Actually Paid to Net Income As set forth above, the amount of compensation actually paid to Mr. Adams, calculated in accordance with Item 402(v) of Regulation S-K (PEO CAP), and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Adams), calculated in accordance with Item 402(v) of Regulation (average NEO CAP), does not bear a consistent relationship to net income over the five years presented in the table largely driven by transactions that took place during the period (RMT Transaction, Elkay Transaction). For the Transition Period, net income decreased 29% compared to fiscal 2020, while PEO CAP and average NEO CAP increased 192% and 155%, respectively. For 2021, net income increased 2%, while PEO CAP and average NEO CAP increased 215% and 105%, respectively. Prior to the RMT Transaction in October 2021, our results of operations included the operations of our Process & Motion Control business. For 2022, net income decreased 49%, while PEO CAP and average NEO CAP decreased 110% and 98%, respectively. For 2023, net income increased 82%, while PEO CAP went from a negative balance to a positive $17.8 million and average NEO CAP increased from $0.2 million to $1.55 million. Our results of operations in 2022 and 2023 included the results of Elkay Manufacturing Company, which we acquired in July 2022.

  142. NEO Compensation Actually Paid to Adjusted EBITDA

    NEO Compensation Actually Paid to Adjusted EBITDA As set forth above, the amount of compensation actually paid to Mr. Adams, calculated in accordance with Item 402(v) of Regulation S-K (PEO CAP), and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Adams), calculated in accordance with Item 402(v) of Regulation S-K (average NEO CAP), does not bear a consistent relationship to Adjusted EBITDA over the five years presented in the table largely driven by transactions that took place during the period (e.g. RMT Transaction and Elkay Transaction). For the Transition Period, Adjusted EBITDA decreased 33% compared to fiscal 2020, while PEO CAP and average NEO CAP increased 192% and 155%, respectively. For 2021, Adjusted EBITDA decreased 36% compared to the Transition Period, while PEO CAP and average NEO CAP increased 215% and 105%, respectively. Prior to the RMT Transaction in October 2021, our results of operations included the operations of our Process & Motion Control business. For 2022, Adjusted EBITDA increased 35% compared to 2021, while PEO CAP and average NEO CAP decreased 110% and 98%, respectively. For 2023, Adjusted EBITDA increased 28%, while PEO CAP went from a negative balance to a positive $17.8 million and average NEO CAP increased from $0.2 million to $1.55 million. Our results of operations in 2022 and 2023 included the results of Elkay Manufacturing Company, which we acquired in July 2022.