Form 4: Badger Meter Director Todd A. Adams Reports Changes in Beneficial Ownership

Director Todd A. Adams reports acquisition of phantom stock units and common stock grants related to director compensation and the 2021 Omnibus Incentive Plan.

Summary

• Todd A. Adams, a director at Badger Meter Inc., filed a Form 4 detailing changes in his beneficial ownership.
• On April 29, 2024, Adams acquired phantom stock units as part of his director deferred compensation plan and through a grant under the 2021 Omnibus Incentive Plan.
• He received 43.26 phantom stock units as payment for his annual Compensation Committee Chair fee, valued at $7,000 and calculated using a price of $161.81 per unit.
• Additionally, Adams received 452 shares of Badger Meter common stock under the 2021 Omnibus Incentive Plan, with each share valued at $185.76.
• Following these transactions, Adams beneficially owns 14,670.053 phantom stock units.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices and regulatory compliance, indicating stability and alignment of interests.

Positives

• The acquisition of phantom stock units and common stock grants aligns the director's interests with those of the shareholders.
• The grants are part of established compensation and incentive plans, indicating a structured approach to executive remuneration.

Future Outlook

The phantom stock units become payable in cash upon the reporting person's termination of service as a director.

Industry Context

Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders, providing transparency to investors.

Comparison to Industry Standards

• Director compensation packages often include a mix of cash, stock options, and restricted stock units to align executive interests with shareholder value.
• The use of phantom stock units is a common method for deferring compensation and providing long-term incentives.
• The value of the stock grant ($80,000) is within the typical range for director compensation at companies of similar size and industry.

Stakeholder Impact

• Shareholders are informed about the compensation structure for directors, promoting transparency.
• The alignment of director interests with shareholder value through stock ownership can positively influence company performance.

Key Dates