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 in Badger Meter Inc.

Summary

• Todd A. Adams, a director at Badger Meter Inc., filed a Form 4 detailing changes in his beneficial ownership.
• On April 28, 2025, Adams acquired phantom stock units as part of his director deferred compensation plan and through a grant under the 2021 Omnibus Incentive Plan.
• Specifically, 52.56 phantom stock units were accrued at a price of $190.25 per unit, representing payment for his annual Compensation Committee Chair Fee of $10,000.
• Additionally, 494 shares of Badger Meter common stock were granted at a price of $215.78 per share, as part of the annual grant to non-employee directors, valued at $100,000.
• Following these transactions, Adams beneficially owns 15,629.447 phantom stock units.

Sentiment

Score: 7

Explanation: The document reflects standard compensation practices and insider transactions, suggesting a neutral to slightly positive sentiment due to alignment of director interests with shareholders.

Positives

• The acquisition of phantom stock units and common stock grants aligns the director's interests with those of the shareholders.
• The annual grant to non-employee directors is a standard practice, indicating good corporate governance.

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 a routine part of corporate governance, providing transparency into the transactions of company insiders. This filing indicates standard compensation practices for directors at Badger Meter.

Comparison to Industry Standards

• Director compensation packages often include a mix of cash, stock options, and restricted stock units.
• The use of phantom stock units is a common method to align director interests with shareholder value, similar to practices at companies like Xylem and Roper Technologies.
• Annual equity grants to non-employee directors are a standard practice, with grant values typically ranging from $50,000 to $200,000 depending on the company's size and performance, similar to what is seen at IDEX Corporation.

Stakeholder Impact

• Shareholders can monitor insider transactions to assess management's confidence in the company.
• The compensation structure for directors can influence their decision-making and alignment with shareholder interests.

Key Dates

Keywords

Form 4, Badger Meter, Director, Beneficial Ownership, Phantom Stock Units, Common Stock, Todd A. Adams, Compensation