Form 4: Badger Meter Director Xia Liu Reports Changes in Beneficial Ownership

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

Summary

• Director Xia Liu filed a Form 4 detailing changes in beneficial ownership of Badger Meter Inc. securities.
• On April 29, 2024, Ms. Liu acquired 61.8 phantom stock units as payment for her annual Audit and Compliance Committee Chair Fee, valued at $10,000, with the units calculated at a price of $161.81 per share.
• Additionally, Ms. Liu acquired 452 shares of Badger Meter Common Stock granted pursuant to the 2021 Omnibus Incentive Plan, with the grant valued at $80,000 and calculated based on a 10-day average closing price of $185.76.
• Following these transactions, Ms. Liu beneficially owns 1,679.35 phantom stock units and 2,131.35 shares of common stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive as it reflects standard director compensation practices and alignment of interests with shareholders.

Positives

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

Industry Context

Director compensation through stock and phantom stock is a common practice in publicly traded companies to align the interests of directors with those of shareholders.

Comparison to Industry Standards

• Badger Meter's director compensation practices, including the use of phantom stock units and common stock grants, are consistent with industry standards for companies of similar size and complexity.
• Companies like Roper Technologies and IDEX Corporation, which operate in related industrial sectors, also utilize equity-based compensation for their directors.
• The specific amounts and terms of these grants are typically benchmarked against peer companies to ensure competitiveness and alignment with performance.

Stakeholder Impact

• The disclosure provides transparency to shareholders regarding director compensation.
• The equity-based compensation structure aims to align director incentives with shareholder value creation.

Key Dates