Form 4: Badger Meter Director Receives Phantom Stock Grant

Badger Meter Inc. director Todd A. Adams was granted 952 phantom stock units under the company's 2021 Omnibus Incentive Plan.

Summary

• Todd A. Adams, a Director at Badger Meter Inc., received a grant of 952 phantom stock units.
• These phantom stock units are economically equivalent to shares of common stock and will be paid in cash upon Mr. Adams' termination of service as a director.
• The grant was made under the company's 2021 Omnibus Incentive Plan, approved by shareholders on April 30, 2021.
• The annual grant for non-employee directors is valued at $125,000, rounded down to the nearest whole share based on a 10-day average closing price.
• The reported transaction date is April 27, 2026, with the grant valued at $122.96 per share, totaling $117,072.48.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it represents a routine director compensation grant and does not contain new financial performance data or strategic shifts.

Positives

• Director compensation aligns with long-term commitment through phantom stock grants.
• The grant is part of a shareholder-approved incentive plan, indicating good corporate governance.
• The value of the grant is based on a 10-day average closing price, reflecting market conditions.

Risks

• The value of the phantom stock is tied to the company's common stock price, which is subject to market fluctuations.
• The cash payout upon termination of service as a director is contingent on the company's financial ability to make such payments at that future date.

Future Outlook

The phantom stock units become payable in cash upon the reporting person's termination of service as a director, indicating a future cash outflow for the company tied to director tenure.

Industry Context

StockSavvy.ai notes that the use of phantom stock units for director compensation is a common practice in the technology and industrial sectors, aligning director interests with shareholder value through long-term equity incentives.

Corporate Governance

Related Party Transactions

• Grant of phantom stock units to director Todd A. Adams.

Stakeholder Impact

• Shareholders: The grant aligns director incentives with shareholder value, but represents a future cash outflow.
• Employees: The filing does not directly impact employees, but reflects the company's compensation practices for its board.
• Management: The filing is a standard disclosure related to board compensation.

Next Steps

• Cash payment of phantom stock units upon Mr. Adams' termination of service as a director.

Key Dates

Keywords

Badger Meter Inc., BMI, Form 4, SEC Filing, Director Compensation, Phantom Stock, Omnibus Incentive Plan, Equity Grant