DEF 14A of Zurn Elkay Water Solutions Corp
Filed Mar 12, 2026 · FY20250001193125-26-104339
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 2029 annual meeting of stockholders or until his successor is duly elected:
PROPOSAL 1: ELECTION OF DIRECTORS
| • | Thomas D. Christopoul |
PROPOSAL 1: ELECTION OF DIRECTORS
| • | Emma M. McTague |
PROPOSAL 1: ELECTION OF DIRECTORS
| • | Peggy N. Troy |
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 2029 Annual Meeting” starting on page 17. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.
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 such that, in the aggregate, the board will possess 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, those in that class are elected for three-year terms at the annual meeting of stockholders in that year. 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 2029. This year’s board nominees for election for terms expiring at the 2029 annual meeting of stockholders are Thomas D. Christopoul, Emma M. McTague and Peggy N. Troy. It is our policy that the board of directors should reflect various 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.
Nominees for Election for Terms Expiring at the 2029 Annual Meeting
Nominees for Election for Terms Expiring at the 2029 Annual Meeting
Nominees for Election for Terms Expiring at the 2029 Annual Meeting
| | Thomas D. Christopoul Global Head of Real Estate – Guggenheim Investments Age: 61 Director Since: 2013 |
Nominees for Election for Terms Expiring at the 2029 Annual Meeting
Professional Experience: Mr. Christopoul is Global Head of Real Estate for Guggenheim Partners Investment Management, a global asset management and investment advisory firm. In addition to this role, he serves as Founder and Managing Partner of Iviron Capital Partners, a real estate private equity investment firm, and is also 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 and Infrastructure Group at Guggenheim Partners. Previously, he was a senior operating partner at Falconhead Capital, LLC, a 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 in public and private companies.
Nominees for Election for Terms Expiring at the 2029 Annual Meeting
| | Emma M. McTague Former Senior Vice President and Chief Human Resources Officer, Oshkosh Corporation Age: 52 Director Since: 2023 |
Nominees for Election for Terms Expiring at the 2029 Annual Meeting
Professional Experience: Ms. McTague 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, from 2021 to 2024. 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.
Nominees for Election for Terms Expiring at the 2029 Annual Meeting
| | Peggy N. Troy Retired President and CEO, Children’s Wisconsin Age: 74 Director Since: 2019 |
Nominees for Election for Terms Expiring at the 2029 Annual Meeting
Professional Experience: Ms. Troy retired as the President and Chief Executive Officer of Children’s Wisconsin in December 2024, a position she held since 2009. Prior to joining Children’s Wisconsin, 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 on the Advisory Board of QuadMed and Career Physicians. 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 as Chief Executive Officer and President of Children’s Wisconsin, as well as her experience managing human capital. 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.
Directors Continuing to Serve Until the 2027 Annual Meeting
Directors Continuing to Serve Until the 2027 Annual Meeting
Directors Continuing to Serve Until the 2027 Annual Meeting
| | Todd A. Adams Chairman of the Board and CEO, Zurn Elkay Age: 55 Director Since: 2009 Chairman Since: 2020 |
Directors Continuing to Serve Until 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.
Directors Continuing to Serve Until the 2027 Annual Meeting
| | George C. Moore Executive Chairman, IPS Corporation Age: 70 Director Since: 2015 |
Directors Continuing to Serve Until the 2027 Annual Meeting
Professional Experience: Mr. Moore is Executive Chairman of IPS Corporation, a provider of solvent cements and adhesives for residential, commercial and industrial use, as well as plumbing and roofing products, since 2021; he joined IPS as a director in 2017. He is also the Chairman of Cypress Performance Group LLC, since 2017; and a director of CP Atlas Parent Holdings, L.P. (also known as American Bath Group), a bathware manufacturer, where he is the Chair of their Audit Committee, 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.
Directors Continuing to Serve Until the 2027 Annual Meeting
| | Rosemary Schooler Retired Corporate Vice President, Global Data Center Sales, Intel Corporation Age: 58 Director Since: 2019 |
Directors Continuing to Serve Until 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 remuneration and audit committees of ARM Holdings plc. She is also a board member of privately-owned Kubex (formerly known as Densify) and Mitsubishi Electric Power Products Inc. She also serves as a strategic advisor to Iron Mountain and PQShield. 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.
Directors Continuing to Serve Until the 2028 Annual Meeting
Directors Continuing to Serve Until the 2028 Annual Meeting
Directors Continuing to Serve Until the 2028 Annual Meeting
| | Mark S. Bartlett Retired Partner, Ernst & Young LLP Age: 75 Director Since: 2012 Lead Director Since: 2020 |
Directors Continuing to Serve Until the 2028 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.
Directors Continuing to Serve Until the 2028 Annual Meeting
| | Don Butler Retired Executive Director, Connected Vehicle Ford Motor Company Age: 62 Director Since: 2021 |
Directors Continuing to Serve Until the 2028 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.
Directors Continuing to Serve Until the 2028 Annual Meeting
| | Timothy J. Jahnke Retired Chairman, Elkay Manufacturing Company Age: 66 Director Since: 2022 |
Directors Continuing to Serve Until the 2028 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 chairman of the board of directors 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.
Directors Continuing to Serve Until the 2028 Annual Meeting
| | David C. Longren Former Chief Technology Officer, President – Off Road, Commercial, and Military and Senior Vice President, Polaris Industries, Inc. Age: 67 Director Since: 2016 |
Directors Continuing to Serve Until the 2028 Annual Meeting
Professional Experience: Mr. Longren is a retired Former Chief Technology Officer, President – Off Road, Commercial, and Military and 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 two private companies, Horton Worldwide, a provider of premium engine-cooling solutions for OEM applications and the aftermarket 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.
Directors’ Compensation
| Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Mark S. Bartlett | $145,000 | $140,000 | — | — | $285,000 | | Don Butler | 95,000 | 140,000 | — | — | 235,000 | | Thomas D. Christopoul | 115,000 | 140,000 | — | — | 255,000 | | Timothy J. Jahnke | 95,000 | 140,000 | — | — | 235,000 | | David C. Longren | 110,000 | 140,000 | — | — | 250,000 | | Emma M. McTague | 95,000 | 140,000 | — | — | 235,000 | | George C. Moore | 120,000 | 140,000 | — | — | 260,000 | | Rosemary Schooler | 95,000 | 140,000 | — | — | 235,000 | | Peggy N. Troy | 110,000 | 140,000 | — | — | 250,000 |
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. |
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. |
Executive Compensation: Continued Commitment to Pay-for-Performance
| What We Do | What We Don’t Do | | ✓ Ensure the majority of executive compensation is performance-based ✓ Award equity grants to our CEO, President and CFO that are 100% performance-based PSUs ✓ Align short-term and long-term incentive plans with performance targets aligned to business goals ✓ Maintain robust stock ownership requirements ✓ Conduct annual gender and diversity pay equity analysis ✓ Maintain a durable clawback policy for incentive compensation ✓ Rely on the expertise of an independent compensation consultant ✓ Limit executive perquisites ✓ Generally award equity with at least 3-year vesting to encourage long-term strategic planning and retention ✓ 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 of stock ✓ No compensation plans that encourage unnecessary risk ✓ No repricing or exchange of underwater options ✓ No excise or other tax gross-ups to executive officers except for relocation or expatriate tax equalization payments pursuant to a Company plan or policy ✓ No employment agreements other than an employment letter for our CEO ✓ No single trigger agreements or plans for equity |
Executive Compensation: Continued Commitment to Pay-for-Performance
| Compensation Component | Purpose and Characteristics | | Base salary | Fixed and core element designed to be competitive in the marketplace. | | Performance-based cash incentive awards | Variable component linked to specific Company, department and individual performance. For 2025 the cash-based incentive awards for the NEOs were focused on achievement of EBITDA and cash flow goals. | | Long-term equity incentive awards | Variable component linking pay to long-term performance and stockholder value creation. For 2025, the equity awards for NEOs consisted of a mix of the following: • performance stock units (“PSUs”) tied to specific Company performance metrics; and • time-based restricted stock units (“RSUs”). The equity grants to our CEO, President and CFO were 100% performance-based PSUs in 2025. | | Selective letter agreements regarding employment arrangements, and severance and change in control arrangements | Limited, market-competitive component deemed necessary to attract, motivate and retain top talent. Protects the Company from post-employment competition upon certain events, including in connection with a change in control (and utilize a “double trigger” in such situation). | | Retirement benefits, as well as a deferred compensation program | Limited component to reward long-term commitment. |
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 materially 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 NEOs, must include both cash-based and equity-based elements that reward near- and long-term performance, with a focus on weighting senior executive compensation towards performance-based equity over cash as well as performance-based equity vesting. 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: 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 continue to increase 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 2025, PSUs comprised 100% of the long-term equity awards for our CEO, President and CFO. 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 2025, 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 2025, the CEO requested that he receive no merit increase to his base salary and the CEO’s target annual incentive award under the MICP remained unchanged. The CEO has not received an adjustment to his base salary since 2020. 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, 90% of the overall target direct compensation in 2025 (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 averaged 64% in 2025. The charts below depict the targeted total direct compensation mix for our CEO and the average of our other NEOs.
Stockholder Outreach and Input
We received comprehensive and constructive feedback and support on board skills and experiences and director recruitment, corporate governance, executive compensation, sustainability, financial performance and other matters. The feedback was presented to our executive management team and the Board for their review and consideration. The executive management team and the Board have carefully considered and implemented feedback from the stockholder discussions, for example, by including additional tabular disclosures around the annual cash incentive plan performance metrics, targets and results. Aside from that, the executive management team and the Board have determined that our current practices are supported by and reflect the sentiment of our stockholders. We plan to continue to perform this outreach on a regular basis in order to solicit feedback on material corporate matters and expect to seriously consider feedback from these discussions as we move forward in our efforts to continuously improve. For additional information about our robust stockholder outreach efforts in 2025-26, see “Stockholder Update and Highlights – Stockholder Outreach and Input” starting on page 7 above. 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 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 2025 peer group (the “Peer Group”) consisted of the following:
Stockholder Outreach and Input
| 2025 Peer Group | | | A.O. Smith Corporation | Itron, Inc. | | Advanced Drainage Systems, Inc. | Kadant Inc. | | Badger Meter, Inc. | Lindsay Corporation | | Enpro, Inc. | Mueller Water Products, Inc. | | ESCO Technologies, Inc. | Nordson Corporation | | Franklin Electric Co., Inc. | Pentair Plc | | Graco Inc. | Watts Water Technologies, Inc. | | Helios Technologies, Inc. | |
2025 Executive Compensation Components and Determinations
| * For each additional 5% increase of Base Target plan achievement above 115%, the financial factor payout will increase 25%. |
2025 Executive Compensation Components and Determinations
| Metric | Weighting | Base Target | Actual Results | Percentage Attainment | Payout Amount of Target (as calculated) | | Adjusted EBITDA | 50% | $420 million | $442.2 million | 105% | 112.5% | | Free Cash Flow | 50% | $290 million | $316.6 million | 109% | 122.5% | | | Financial factor payout, under MICP formula 118% | | | | |
2025 Executive Compensation Components and Determinations
| Name | AIP | | Todd A. Adams | Overall growth and performance of the Company, and increasing organizational capabilities | | David J. Pauli | Compliance, cost savings and the financial strength of the Company | | Sudhanshu Chhabra | Operational performance improvements and increasing organization continuous improvement capabilities | | Jeffrey A. Schoon | Operational performance improvements and deployment of strategic initiatives | | Michael D. Troutman | IT systems, security and compliance as well as enabling industry leading technology solutions and digital capabilities |
2025 Executive Compensation Components and Determinations
Long-Term Equity Incentive Awards. The Company and the Committee provide incentives that link our NEOs’ 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 financial 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. For 2025, long-term equity incentive awards granted to Messrs. Adams, Pauli and Schoon consisted entirely of PSUs. For Mr. Troutman, the long-term equity incentive awards granted consisted of 75% PSUs and 25% RSUs, and Mr. Chhabra received 100% of the long-term equity incentive awards in the form of RSUs. Vesting of the PSUs will be based on achievement relative to the specified performance goals listed below during the period from January 1, 2025 through December 31, 2027:
2025 Executive Compensation Components and Determinations
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. Under certain circumstances, certain executive officers are eligible to continue to vest in their PSUs and RSUs, respectively (which, in the case of PSUs, will be paid at the final payout percentage (if any) approved by the Committee), even if their employment with the Company terminates prior to the vesting date or the last day of the performance period, as the case may be. To the extent PSU awards are earned and vest, the participant will also receive the accumulated dividend equivalents that have accrued over the performance period, in direct proportion to the number of PSUs that are actually earned and vested. In furtherance of our pay-for-performance philosophy, and after a review of competitive practices, the Committee has generally increased the portion of the long-term equity award granted to our executive officers, in particular the CEO, CFO and President, 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 NEOs were, in aggregate, above the median awards granted to comparable executives in the Peer Group, in furtherance of our compensation philosophy. The Committee believes that the use of PSUs 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. Time-based RSUs are included in our long-term incentive mix for certain executive officers 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 2025 vest in either two or three equal annual installments. No dividend equivalents are paid or accrued on the RSUs prior to the issuance of the underlying shares. The Committee intends to continue to make annual or regularly recurring grants of equity awards to our NEOs 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 That Vested in 2025. In February 2023, the Committee granted long-term equity incentive awards, including PSUs that vested in 2025, (the “February 2023 PSUs”), the following information provides details on the grants and payouts:
2025 Executive Compensation Components and Determinations
| • | 100% of the long-term equity incentives awarded to Mr. Adams were in PSUs. Messrs. Pauli, Schoon and Troutman received PSUs and RSUs. |
2025 Executive Compensation Components and Determinations
| • | Vesting (100% cliff) of the PSUs was based on specified performance goals during the period from January 1, 2023 through December 31, 2025. |
2025 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. |
2025 Executive Compensation Components and Determinations
| • | The PSUs could earn between 0% and 200% based on the degree of satisfaction of the performance conditions. |
2025 Executive Compensation Components and Determinations
| • | Based on performance on both metrics, the February 2023 PSUs vested and paid out, in aggregate at 200% of target value. |
2025 Executive Compensation Components and Determinations
The payouts of the February 2023 PSUs are reflected in the “Stock Awards—Value Realized on Vesting column of the Option Exercises and Stock Vested in 2025” table on page 58. The RSUs granted to executive officers in February 2023 vested in three equal annual installments. The vesting of the RSUs in 2025 is reflected in “Stock Awards—Value Realized on Vesting” column of the “Option Exercises and Stock Vested in 2025” table on page 58. 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 NEOs, 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. 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, all of our executive officers, including the CEO, had met the stock ownership guidelines.
Equity Grant Policy
Equity Grant Policy . We generally grant equity awards on fixed dates determined in advance, although there may be occasions when grants are made on other dates, such as new hires or other special circumstances. The timing of equity award grants to our executive officers is not coordinated in a manner that intentionally benefits our executive officers. Our Compensation Committee approves all equity award grants to our NEOs on or before the grant date. Our Compensation Committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, and then equity awards are granted to our NEOs and become effective. Accordingly, annual equity awards are typically granted to our NEOs in February of each fiscal year. On a limited occasion, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. While our Compensation Committee has discretionary authority to approve equity awards granted to our NEOs outside of the cycle described above, the committee does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information and we do not, in any event, time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs. Clawback Policy. The Company adopted an Executive Compensation Clawback Policy, effective as of October 2023, that complies with the 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 statements 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. Insider Trading Policy and Anti-Hedging and Anti-Pledging Policies. The Company has an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all personnel of the Company and its subsidiaries, including directors, officers and employees and other covered persons. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. 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
Employment-related Agreements; Severance and Change in Control Arrangements; Other Benefits upon Termination .
Employment-related Agreements; Severance and Change in Control Arrangements; Other Benefits upon Termination
| • | 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. |
Employment-related Agreements; Severance and Change in Control Arrangements; Other Benefits upon Termination
| • | The Company entered into a letter agreement with Mr. Adams regarding his continuing employment on May 17, 2024. The letter agreement currently extends through May 17, 2028, after which it automatically renews for one-year terms unless either party provides notice of intent to terminate. |
Employment-related Agreements; Severance and Change in Control Arrangements; Other Benefits upon Termination
| • | 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. |
Employment-related Agreements; Severance and Change in Control Arrangements; Other Benefits upon Termination
| • | Mr. Adams is covered by these plans, although at somewhat higher benefit levels than other participants, which is in line with market practice. |
Employment-related Agreements; Severance and Change in Control Arrangements; Other Benefits upon Termination
| • | The Committee periodically reviews these benefits to help assure that they remain at appropriate levels. |
Employment-related Agreements; Severance and Change in Control Arrangements; Other Benefits upon Termination
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 NEOs’ 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 NEOs, 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 NEOs participates in qualified defined contribution retirement plans maintained by the Company on substantially the same terms as other participating employees. None of the NEOs participate in any qualified or nonqualified defined benefit pension plans of the Company. Nonqualified Deferred Compensation. The Zurn Elkay Deferred Compensation Plan (the “Deferred Compensation Plan”) is intended to further enhance executive officers’ and other participants’ ability to defer compensation to permit long-term savings. Pursuant to the Deferred Compensation Plan, officers of the Company, including the NEOs, 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 Compensation 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 Compensation 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 (with the exception that the Zurn Elkay Stock Fund and any collective investment trusts are not offered under the Deferred Compensation 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 generally 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. 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 $30,500 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 NEOs. In particular, during 2025, benefits to the NEOs included, varying on the particular executive officer, club dues, estate and financial planning assistance, an automobile allowance or participation in an automobile leasing program, and housing expenses and certain other benefits related to an executive’s international assignment. Tax Considerations. As a result of Tax Reform, the performance-based compensation exception, which permitted deductibility for certain compensation over $1.0 million, was generally eliminated prospectively, subject to transitional provisions for certain compensation and grants awarded. While the Committee intends to be mindful of both the effects of the reduction of tax deductibility and the need for the Company to continue to offer competitive compensation notwithstanding Tax Reform, the Committee also expects to continue to include compensation tied to the Company’s pay-for-performance philosophy as a significant portion of executive compensation. The Committee anticipates taking appropriate action to attempt to preserve the deductibility for past awards to the extent reasonably possible and as permitted by transitional provisions.
Summary Compensation Table
Summary Compensation Table The following table presents information about the compensation of our NEOs.
Summary Compensation Table
| Name | Year | Salary ($) (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 | 2025 | 1,005,000 | — | 8,000,010 | — | 1,852,969 | 646,833 | 98,948 | 11,603,760 | | Chairman and | 2024 | 1,005,000 | — | 7,499,990 | — | 1,852,969 | 723,784 | 107,874 | 11,189,617 | | Chief Executive Officer | 2023 | 1,005,000 | — | 6,500,003 | — | 1,695,938 | 607,572 | 97,405 | 9,905,918 | | David J. Pauli | 2025 | 497,115 | — | 1,150,008 | — | 737,500 | 63,525 | 49,133 | 2,497,281 | | Chief Financial Officer (7) | 2024 | 407,808 | — | 1,327,765 | — | 479,891 | 43,691 | 48,516 | 2,307,671 | | Sudhanshu Chhabra | 2025 | 407,116 | — | 300,005 | — | 306,004 | 131,867 | 706,640 | 1,851,632 | | Executive Vice President (7) | 2024 | 391,231 | — | 1,805,131 | — | 307,626 | 75,153 | 474,275 | 3,053,416 | | Jeffrey A. Schoon | 2025 | 496,154 | — | 1,150,008 | — | 540,750 | 62,937 | 50,480 | 2,300,329 | | President, Zurn Elkay | 2024 | 473,077 | — | 1,369,395 | — | 455,952 | 40,178 | 47,911 | 2,386,513 | | | 2023 | 435,673 | — | 475,021 | — | 325,037 | 27,572 | 42,719 | 1,306,022 | | Michael D. Troutman | 2025 | 422,116 | — | 400,030 | — | 275,825 | 129,055 | 56,905 | 1,283,931 | | Chief Information Officer | 2024 | 407,404 | — | 448,181 | — | 278,185 | 152,538 | 55,306 | 1,341,614 | | | 2023 | 395,000 | — | 340,008 | — | 238,896 | 137,504 | 53,755 | 1,165,163 |
Summary Compensation Table
| (1) Salary reflects amounts actually earned 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. |
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 2025, see “Compensation Discussion & Analysis—2025 Executive Compensation Components and Determinations—2025 Annual Performance-Based Awards.” |
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 Note13—Stock-Based Compensation to our audited consolidated financial statements included in our Annual Report. |
Summary Compensation Table
Equity grants to the NEOs in 2025 consisted of PSUs and RSUs. For PSUs granted in 2025, 40% of the value of PSUs is based on goals related to free cash flow conversion, 40% is based on goals related to ROIC and 20% is based on sales growth. 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 2025 at the maximum performance level (200%) for each Named Executive Officer that received a PSU award is: Mr. Adams—$16,000,020; Mr. Pauli—$2,300,017; Mr. Schoon—$2,300,017; and Mr. Troutman—$600,011. Please also see the “Grants of Plan-Based Awards in 2025” table for further information about equity awards granted in 2025, and the “Outstanding Equity Awards at December 31, 2025” table for information regarding all outstanding equity awards at the end of 2025.
Summary Compensation Table
| (4) The amounts in column (g) represent the amount payable as cash incentive awards under the Company’s MICP to the NEOs for the respective year’s performance. Any amounts deferred under the Zurn Elkay Deferred Compensation Plan are also included in the “Executive Contributions in Last Fiscal Year” column of the “Nonqualified Deferred Compensation” table below. |
Summary Compensation Table
| (5) The amount in column (h) represents earnings on the non-qualified Deferred Compensation Plan in those periods for each Named Executive Officer. Currently, none of the Named Executives participate in the pension plan. See the “Nonqualified Deferred Compensation” tables below for further discussion regarding the Deferred Compensation Plan. |
Summary Compensation Table
| (6) The amounts in column (i) for 2025 include the items listed in the table below. |
Summary Compensation Table
| Name | Year | 401(k) Matching Contribution ($) | Deferred Compensation Plan Company Contribution ($) | Automobile Allowance and Related Expenses ($) | Estate and Financial Planning ($) | Club Dues ($) | Other(*) ($) | Total ($) | | Todd A. Adams | 2025 | $11,750 | $40,200 | $7,075 | $23,541 | $16,382 | — | $98,948 | | David J. Pauli | 2025 | $11,750 | $19,885 | $6,148 | $10,800 | $550 | — | $49,133 | | Sudhanshu Chhabra | 2025 | $11,750 | $16,285 | $25,466 | $17,470 | $— | $635,669 | $706,640 | | Jeffrey A. Schoon | 2025 | $11,750 | $19,846 | $7,534 | $10,800 | $550 | — | $50,480 | | Michael D. Troutman | 2025 | $11,750 | $16,885 | $10,800 | $17,470 | $— | — | $56,905 |
Summary Compensation Table
| (*) | In connection with his international assignment, Mr. Chhabra is entitled to additional compensation in accordance with Company policy. In 2025, such amounts were as follows: local pensions ($91,221), tax equalization payments ($364,724) and expense reimbursement for housing and utilities ($179,724). |
Summary Compensation Table
| (7) Since Messrs. Pauli and Chhabra were not NEOs in 2023, accordance with SEC rules, information for such periods is not required to be presented. |
Summary Compensation Table
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Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table presents information about grants of plan-based awards made to our NEOs during 2025. For additional information regarding outstanding awards please see the “Outstanding Equity Awards at December 31, 2025” table.
Grants of Plan-Based Awards in 2025
| | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise of Base Price of Option Awards ($) | 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 | 01/29/2025 | $628,125 | $1,256,250 | $2,512,500 | | | | | | | | | | PSUs(6) | 02/14/2025 | | | | 112,772 | 225,543 | 451,086 | — | — | — | $8,000,010 | | David J. Pauli | MICP | 01/29/2025 | $250,000 | $500,000 | $1,250,000 | | | | | | | | | | PSUs(6) | 02/14/2025 | | | | 16,211 | 32,422 | 64,844 | — | — | — | $1,150,008 | | Sudhanshu Chhabra | MICP | 01/29/2025 | $112,750 | $225,500 | $1,025,000 | | | | | | | | | | RSUs(7) | 02/14/2025 | | | | | | | 8,458 | — | — | $300,005 | | Jeffrey A. Schoon | MICP | 01/29/2025 | $250,000 | $500,000 | $1,250,000 | | | | | | | | | | PSUs(6) | 02/14/2025 | | | | 16,211 | 32,422 | 64,844 | — | — | — | $1,150,008 | | Michael D. Troutman | MICP | 01/29/2025 | $116,875 | $233,750 | $1,062,500 | | | | | | | | | | PSUs(6) | 02/14/2025 | | | | 4,229 | 8,458 | 16,916 | — | — | — | $300,005 | | | RSUs(8) | 02/14/2025 | | | | | | | 2,820 | | | $100,025 |
Grants of Plan-Based Awards in 2025
| (1) Amounts reflect target incentive awards under the MICP for 2025 for each Named Executive Officer. Target incentive awards for 2025 were paid in cash. Actual cash amounts paid under the MICP for 2025 are included in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” above. |
Grants of Plan-Based Awards in 2025
| (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—2025 Executive Compensation Components and Determinations—2025 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. |
Grants of Plan-Based Awards in 2025
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.
Grants of Plan-Based Awards in 2025
| (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. |
Grants of Plan-Based Awards in 2025
| (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 2025, 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 NEOs. 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. |
Grants of Plan-Based Awards in 2025
| (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 13—Stock-Based Compensation to our audited consolidated financial statements included in our Annual Report. |
Grants of Plan-Based Awards in 2025
| (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, ROIC and sales growth during the period from January 1, 2025, through December 31, 2027. The PSUs have 100% cliff vesting after the conclusion of the performance period 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. |
Grants of Plan-Based Awards in 2025
| (7) The RSUs granted vest in two equal annual installments beginning on the first anniversary of the grant date. |
Grants of Plan-Based Awards in 2025
| (8) The RSUs granted vest in three equal annual installments beginning on the first anniversary of the grant date. |
Grants of Plan-Based Awards in 2025
* * *
Narrative to Grants of Plan-Based Awards Table
Narrative to Grants of Plan-Based Awards Table As described under “Compensation Discussion and Analysis—2025 Executive Compensation Components and Determinations—2025 Annual Performance-Based Awards,” the MICP provides for cash incentive awards based on specified criteria. For the NEOs, 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 2025, long-term equity awards granted to the NEOs consisted of PSUs and RSUs. Vesting of the PSUs will be based on specified performance goals during the period from January 1, 2025 through December 31, 2027. For these PSU awards, 40% of the value of PSUs is based on goals related to free cash flow conversion, 40% is based on goals related to ROIC and 20% for sales growth. 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. To the extent PSU awards are earned and vest, the participant will also receive the accumulated dividend equivalents that have accrued over the performance period, in direct proportion to the number of PSUs that actually are earned and vested. The RSUs granted to executive officers for 2025 vest in either two or three equal annual installments. No dividends are paid or accrued on the RSUs prior to the issuance of shares. See “Compensation Discussion and Analysis—2025 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.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table presents information about Zurn Elkay stock and option awards held by our NEOs that were outstanding at the end of 2025.
Outstanding Equity Awards at December 31, 2025
| | 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 | 02/13/2024(4) | — | — | — | — | — | — | 246,029 | 11,437,888 | | | 02/14/2025(4) | — | — | — | — | — | — | 227,388 | 10,571,268 | | David J. Pauli | 05/19/2017 | 13,816 | — | 11.37 | 05/19/2027 | — | — | — | — | | | 05/25/2018 | 5,757 | — | 14.22 | 05/25/2028 | — | — | — | — | | | 10/05/2021 | 6,136 | — | 33.05 | 10/05/2031 | — | — | — | — | | | 02/10/2023(5) | — | — | — | — | 1,720 | 79,963 | — | — | | | 02/13/2024(4) | — | — | — | — | — | — | 12,468 | 579,637 | | | 08/01/2024(4) | — | — | — | — | — | — | 23,341 | 1,085,123 | | | 02/14/2025(4) | — | — | — | — | — | — | 32,689 | 1,519,712 | | Sudhanshu Chhabra | 02/13/2024(4) | — | — | — | — | — | — | 47,568 | 2,211,436 | | | 02/14/2025(6) | — | — | — | — | 8,458 | 393,212 | — | — | | Jeffrey A. Schoon | 02/10/2023(5) | — | — | — | — | 2,724 | 126,639 | — | — | | | 02/13/2024(4) | — | — | — | — | — | — | 36,086 | 1,677,638 | | | 02/14/2025(4) | — | — | — | — | — | — | 32,689 | 1,519,712 | | Michael D. Troutman | 02/10/2023(5) | — | — | — | — | 1,950 | 90,656 | — | — | | | 02/13/2024(4) | — | — | — | — | — | — | 11,812 | 549,140 | | | 02/14/2025(5) | — | — | — | — | 2,820 | 131,102 | — | — | | | 02/14/2025(4) | — | — | — | — | — | — | 8,528 | 396,467 |
Outstanding Equity Awards at December 31, 2025
| (1) All equity grants listed were made under the Performance Incentive Plan. |
Outstanding Equity Awards at December 31, 2025
| (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. |
Outstanding Equity Awards at December 31, 2025
| (3) The market value of the PSUs and RSUs reported above is based on the $46.49 per share closing price of our common stock on the NYSE on the last trading day of 2025. |
Outstanding Equity Awards at December 31, 2025
| (4) Vesting of the PSUs granted in February 2024 and August 2024 is dependent on goals related to free cash flow conversion, ROIC, and sales growth during the period from January 1, 2024, through December 31, 2026; for NEOs other than Messrs. Adams, they also contain a multiplier tied to a TSR performance metric. Vesting of the PSUs granted in February 2025 is dependent on goals related to free cash flow conversion, ROIC, and sales growth during the period from January 1, 2025, through December 31, 2027. The value of the February 2024, August 2024 and February 2025 awards are shown at the target achievement level, and amounts include the value of related dividend equivalents using the closing price of our common stock on the NYSE on the last trading day of 2025. |
Outstanding Equity Awards at December 31, 2025
| (5) The RSUs granted vest in three equal annual installments beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at December 31, 2025
| (6) The RSUs granted vest in two equal annual installments beginning on the first anniversary of the grant date. |
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—2025 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.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table sets forth information about option exercises and stock awards granted to the NEOs in prior years that were exercised or vested in 2025.
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | (a) | (b) | (c) | (d) | (e) | | Todd A. Adams | — | — | 571,168 | 26,553,600 | | David J. Pauli | 4,068 | 99,424 | 19,858 | 888,395 | | Sudhanshu Chhabra | 134,851 | 4,162,150 | — | — | | Jeffrey A. Schoon | — | — | 27,768 | 1,267,780 | | Michael D. Troutman | 90,916 | 2,727,996 | 19,876 | 907,460 |
Option Exercises and Stock Vested in 2025
| (1) The value realized is based on the difference between the exercise price of the options and the sale price of the underlying shares on the date of exercise for shares that were sold. For shares that were held or not otherwise sold upon the exercise of options, the value realized is based on the difference between the exercise price of the options and the closing price of the Company’s common stock on the NYSE on the date of exercise. |
Option Exercises and Stock Vested in 2025
| (2) The value realized is based on the closing trading price of the Company’s common stock on the NYSE on the applicable vesting date for PSUs and RSUs. |
Pension Benefits
Pension Benefits The Company’s NEOs did not participate in any qualified or nonqualified defined-benefit Company pension plan as of December 31, 2025.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table sets forth information related to the NEOs’ participation in the Zurn Elkay Deferred Compensation Plan (“Deferred Compensation Plan”).
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($)(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 | 646,833 | — | 4,500,582 | | David J. Pauli | $39,769 | 19,885 | 63,525 | — | 431,279 | | Sudhanshu Chhabra | $57,179 | 16,285 | 131,867 | — | 928,526 | | Jeffery A. Schoon | $76,169 | 19,846 | 62,937 | — | 444,094 | | Michael D. Troutman | $105,045 | 16,885 | 129,055 | — | 1,318,945 |
Nonqualified Deferred Compensation
| (1) All amounts relate to 2025. |
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. |
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—$3,713,048; Mr. Pauli—$311,672; Mr. Chhabra—$723,831; Mr. Schoon—$286,065; and Mr. Troutman—$1,068,548. |
Narrative to the Nonqualified Deferred Compensation Table
Narrative to the Nonqualified Deferred Compensation Table Pursuant to the Deferred Compensation Plan, officers of the Company, including the NEOs, 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 Compensation 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 Compensation 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 Compensation Plan). Deemed earnings and losses are periodically credited to Eligible Participants’ accounts based on the investment experience of their deemed investments. Each Eligible Participant generally 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. 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.
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 May 17, 2024, the Company entered into a letter agreement with Mr. Adams providing for his continued employment with the Company (the “Letter Agreement”). The Letter Agreement replaced Mr. Adams’ prior letter agreement with the Company. The Letter Agreement extends through May 17, 2028, 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 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:
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 | $22,009,156 | — | — | — | — | $23,265,406 | | David J. Pauli | 500,000 | — | — | — | — | — | 500,000 | | Sudhanshu Chhabra | 225,500 | — | — | — | — | — | 225,500 | | Jeffrey A. Schoon | 500,000 | — | — | — | — | — | 500,000 | | Michael D. Troutman | 233,750 | — | — | — | — | — | 233,750 | | Termination By the Company Without Cause and Not in Connection with Change in Control | | | | | | | | | Todd A. Adams | $5,778,750 | — | — | $59,306 | — | — | $5,838,056 | | David J. Pauli | 500,000 | — | — | 32,041 | — | — | 532,041 | | Sudhanshu Chhabra | 410,000 | — | — | 26,629 | — | — | 436,629 | | Jeffrey A. Schoon | 500,000 | — | — | 32,713 | — | — | 532,713 | | Michael D. Troutman | 425,000 | — | — | 32,713 | — | — | 457,713 | | 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 | $22,009,156 | — | $59,306 | — | — | $27,847,212 | | David J. Pauli | 750,000 | 3,264,435 | — | 48,062 | — | — | 4,062,497 | | Sudhanshu Chhabra | 615,000 | 2,604,648 | — | 39,944 | — | — | 3,259,592 | | Jeffrey A. Schoon | 750,000 | 3,323,989 | — | 49,070 | — | — | 4,123,059 | | Michael D. Troutman | 637,500 | 1,167,365 | — | 49,070 | — | — | 1,853,935 |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE In accordance with Item 402(u) of Regulation S-K, the Company is providing the following information for 2025:
PAY RATIO DISCLOSURE
| • | Median of annual compensation of all employees worldwide excluding the CEO – $65,264 |
PAY RATIO DISCLOSURE
| • | Annual total compensation of the CEO – $11,603,760 |
PAY RATIO DISCLOSURE
| • | Ratio of CEO annual total compensation to median employee compensation – 178:1 |
PAY RATIO DISCLOSURE
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 January 1, 2025 through December 31, 2025 for all employees worldwide who were employed by the Company as of December 31, 2025 (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.
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.
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) | | 2025 | $11,603,760 | $19,060,542 | $1,983,293 | $3,087,528 | $255 | $190 | $198.0 | $442.2 | | 2024 | 11,189,617 | 18,378,068 | 2,405,507 | 3,175,934 | 203 | 161 | 160.2 | 390.4 | | 2023 | 9,905,918 | 17,826,587 | 1,721,964 | 1,551,447 | 158 | 138 | 112.7 | 339.5 | | 2022 | 1,420,254 | (5,887,343) | 1,364,195 | 160,294 | 113 | 114 | 61.7 | 264.6 | | 2021 | 16,770,337 | 56,830,353 | 2,665,317 | 7,484,820 | 193 | 122 | 120.9 | 195.8 |
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.” |
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. |
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 2025, David J. Pauli, Sudhanshu Chhabra, Jeffrey A. Schoon and Michael D. Troutman; (ii) for 2024, David J. Pauli, Mark W. Peterson, Sudhanshu Chhabra, Jeffrey A. Schoon and Michael D. Troutman; (iii) for 2023, Mark W. Peterson, Jeffrey A. Schoon, Michael D. Troutman and Craig G. Wehr; (iv) for 2022, Mark W. Peterson, Rodney L. Jackson, Michael D. Troutman and Craig G. Wehr; (v) for 2021, Mark W. Peterson, Rodney L. Jackson, Michael D. Troutman, Craig G. Wehr and Kevin J. Zaba. |
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. |
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. |
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. |
PAY VERSUS PERFORMANCE
| (7) Includes net income generated by our former 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. |
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 former Process and Motion Control business prior to the spin-off of that business on October 4, 2021 and adjusted EBITDA generated by Elkay Manufacturing Company, following its acquisition by the Company on July 1, 2022. |
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) | | 2025 | $11,603,760 | $8,000,010 | $15,456,792 | — | — | $19,060,542 |
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. |
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. |
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 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 |
PAY VERSUS PERFORMANCE
| 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. |
PAY VERSUS PERFORMANCE
| (4) Mr. Adams is not a participant in any Company pension plan. |
PAY VERSUS PERFORMANCE
PEO Equity Award Adjustments
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 | | 2025 | $10,571,268 | $2,261,007 | — | $2,624,517 | — | — | $15,456,792 |
PAY VERSUS PERFORMANCE
Non-PEO NEO Compensation Actually Paid (1)
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) | | 2025 | $1,983,293 | $750,013 | $1,854,248 | — | — | $3,087,528 |
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. |
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. |
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. |
PAY VERSUS PERFORMANCE
| (4) None of the named executive officers participate in a pension plan. |
PAY VERSUS PERFORMANCE
NEO Equity Award Adjustments
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 | | 2025 | $990,051 | $795,273 | — | $68,925 | — | — | $1,854,248 | $463,562 |
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.
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.
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). |
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 $0.2 million. During this same period, there is a correlating decrease in the initial $100 invested in Zurn Elkay Water Solutions common stock from the 2021 level of $193 to $113, and a reduction in peer group initial $100 invested from $122 to $114 over the same period. |
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 $0.2 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 $113 to $158, and an increase in peer group initial $100 invested from $114 to $138. |
NEO Compensation Actually Paid to Total Stockholder Return
| • | For 2024, PEO CAP increased from $17.8 million in 2023 to $18.4 million, and average NEO CAP increased from $1.55 million to $3.2 million. During this same period, there is a correlating increase in the initial $100 invested in Zurn Elkay Water Solutions common stock from the 2023 level of $158 to $203, and an increase in peer group initial $100 invested from $138 to $161. |
NEO Compensation Actually Paid to Total Stockholder Return
| • | For 2025, PEO CAP increased from $18.4 million in 2024 to $19.0 million, and average NEO CAP stayed relatively flat from $3.2 million to $3.1 million. During this same period, there is an increase in the initial $100 invested in Zurn Elkay Water Solutions common stock from the 2024 level of $203 to $255, and an increase in peer group initial $100 invested from $161 to $190. |
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), tracks with net income over the five years presented in the table. Prior to the RMT Transaction in October 2021, our results of operations included the operations of our Process and Motion Control business. For 2022, net income decreased 49% compared to 2021, 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. For 2024, net income increased 42%, while PEO CAP went from $17.8 million to $18.4 million and average NEO CAP went from $1.55 million to $3.2 million. For 2025, net income increased 24% to $198.0, while PEO CAP went from $18.4 million to $19.0 million and average NEO CAP went from $3.2 million to $3.1 million. Our results of operations in 2022 forward included the results of Elkay Manufacturing Company, which we acquired in July 2022.
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), generally tracks with Adjusted EBITDA over the five years presented in the table. 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. For 2024, adjusted EBITDA increased 15% while PEO CAP went from $17.8 million to $18.4 million and average NEO CAP increased from $1.55 million to $3.2 million. For 2025, adjusted EBITDA increased 13.3% from $390.4 million to $442.2 million, while PEO CAP went from $18.4 million to $19.0 million, while average NEO CAP stayed relatively flat at $3.2 million in 2024 and $3.1 million in 2025, respectively. Our results from 2022 forward include the results of Elkay Manufacturing Company, which we acquired in July 2022.