Form 4: Badger Meter Director Todd Adams Accrues Phantom Stock as Q3 2025 Retainer

Badger Meter Inc. Director Todd A. Adams received 65.32 phantom stock units as part of his Q3 2025 director retainer, valued at $16,000.

Summary

• Todd A. Adams, a Director of Badger Meter Inc. (BMI), acquired 65.32 phantom stock units on July 1, 2025.
• These phantom stock units were accrued in Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account.
• The acquisition represents payment for his 2025 Quarter 3 retainer, which is paid to non-employee directors and amounted to $16,000.
• The phantom stock units were valued at $244.95 per unit, based on the closing price of the Company's common stock on June 30, 2025, as required by the plan.
• Each phantom stock unit is the economic equivalent of one share of common stock and becomes payable in cash upon Mr. Adams' termination of service as a director.
• Following this transaction, Mr. Adams beneficially owns 15,694.767 phantom stock units.

Sentiment

Score: 7

Explanation: The document reflects a routine, positive event of director compensation, indicating continued alignment and commitment. It is not a significant market-moving event but is a standard part of corporate governance.

Positives

• The transaction represents a routine compensation event, indicating continued director service and alignment with shareholder interests through equity-linked compensation.

Future Outlook

The phantom stock units are payable in cash upon the reporting person's termination of service as a director, indicating a future cash payout contingent on the director's tenure.

Management Comments

• The phantom stock units were accrued in Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for his 2025 Quarter 3 retainer paid to non-employee directors in the amount of $16,000.
• The phantom stock units were computed at $244.95, the June 30, 2025 closing price of the Company's common stock as required by the plan.

Industry Context

The accrual of phantom stock units as part of a director's deferred compensation plan is a common practice among publicly traded companies to align the interests of non-employee directors with those of shareholders and to defer compensation.

Comparison to Industry Standards

• Deferred compensation plans, often including equity-linked instruments like phantom stock, are standard practice for compensating non-employee directors across various industries in the U.S. public market.
• These plans typically aim to retain experienced directors, align their long-term interests with company performance, and provide tax-efficient compensation deferral options.
• While specific comparable companies or projects are not detailed in the filing, the structure of this compensation aligns with general corporate governance best practices for director remuneration.

Related Party Transactions

• Accrual of 65.32 phantom stock units to Director Todd A. Adams as part of his Q3 2025 retainer, valued at $16,000, under the Director Deferred Compensation Plan.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the company's long-term performance, as the value of phantom stock is tied to the common stock price.

Next Steps

• The phantom stock units will remain in Mr. Adams' deferred compensation account until his termination of service as a director, at which point they will be paid out in cash.

Key Dates

Keywords

Badger Meter, BMI, Form 4, Director Compensation, Phantom Stock, Insider Transaction, Todd A. Adams, Deferred Compensation