Form 4: Director Carano Receives FELE Stock Units for Dividends

Franklin Electric Director Mark A. Carano was credited with 4.93 stock units for dividends on deferred shares under a compensation plan.

Summary

• Director Mark A. Carano of Franklin Electric Co. Inc. was credited with 4.93 stock units.
• These stock units represent dividends that would have been paid on deferred shares, as part of the Nonemployee Directors' Deferred Compensation Plan.
• The transaction date for this credit is November 20, 2025.
• Following this transaction, Mr. Carano beneficially owns 1,699.26 derivative securities, specifically stock units.
• The derivative security (stock units) had a price of $91.08.
• Mr. Carano elected to receive his 2025 stock award in Franklin Electric common stock, with the issuance of such shares deferred until his retirement, departure from the Board, or as per the terms of the plan.
• At distribution, Mr. Carano retains the option to receive his deferred compensation in either Franklin common stock shares or cash.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine compensation filing, indicating ongoing director equity participation, which is generally seen as a positive for governance and alignment. No significant financial impact or new strategic information.

Positives

• Director Carano continues to accumulate equity in the company through dividend reinvestment via stock units, aligning his interests with shareholders.
• The deferred compensation plan provides flexibility for directors in receiving their compensation (shares or cash) at distribution.

Future Outlook

The filing indicates that Mr. Carano's 2025 stock award, elected to be in common stock, will be issued upon his retirement, departure from the Board, or as per the plan's terms. At distribution, he retains the option to receive deferred compensation in either shares or cash.

Management Comments

• Pursuant to terms of the Nonemployee Directors' Deferred Compensation Plan approved by the Board of Directors on February 11, 2000 and amended and restated on May 6, 2020, Mr. Carano elected to receive his 2025 stock award in Franklin Electric Co., Inc common stock, issuance of such shares deferred until he retires, otherwise leaves the Board of Directors, or has elected to receive such payment per the terms of the Plan (e.g. Stock Units).
• On November 20, 2025, Mr. Carano was credited with 4.93 Stock Units for dividends that would have been paid on such deferred shares.
• At distribution, Mr. Carano may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash.

Industry Context

This is an insider transaction report (Form 4) related to director compensation. It reflects standard practices for non-employee director compensation plans, often involving deferred equity awards to align interests and retain talent within publicly traded companies.

Comparison to Industry Standards

• Deferred compensation plans for non-employee directors, which allow for equity accumulation and deferral of tax events, are a common practice among publicly traded companies, including peers in the industrial manufacturing and water systems sectors.
• The option for directors to receive deferred compensation in either shares or cash at distribution is a standard feature in many such plans, offering flexibility to the director.

Corporate Governance

Related Party Transactions

• Director Mark A. Carano received stock units as part of the Nonemployee Directors' Deferred Compensation Plan, which is a standard compensation arrangement between the company and its director.

Stakeholder Impact

• Shareholders: Positive, as it indicates continued alignment of director interests with shareholders through equity participation and deferred compensation.

Next Steps

• Issuance of Mr. Carano's deferred 2025 stock award upon his retirement, departure from the Board, or per the terms of the Nonemployee Directors' Deferred Compensation Plan.
• Mr. Carano's election at distribution to receive his deferred compensation in either shares of Franklin common stock or cash.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned compensation event for a director, involving the crediting of stock units for dividends under a deferred compensation plan. It does not contain any new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction reflects standard corporate governance practices for director compensation and aligns director interests with shareholders, which is generally positive but not a catalyst for a 'buy' or 'sell' decision.

Keywords

Franklin Electric, FELE, Mark A. Carano, Director Compensation, Stock Units, Deferred Compensation, Insider Transaction, SEC Form 4