Proxy Statement (definitive) (def 14a)

Date : 03/20/2019 @ 3:56PM
Source : Edgar (US Regulatory)
Stock : Badger Meter, Inc. (BMI)
Quote : 52.96  0.0 (0.00%) @ 1:00AM

Proxy Statement (definitive) (def 14a)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12

Badger Meter, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

(3)

Filing Party:

 

 

(4)

Date Filed:

 

 

 


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BADGER METER, INC.

4545 West Brown Deer Road

Milwaukee, Wisconsin 53223

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 26, 2019

The Annual Meeting of the Shareholders of Badger Meter, Inc. will be held at the Badger Meter headquarters in the Customer Experience Center, 4545 W. Brown Deer Road, Milwaukee, Wisconsin 53223 on Friday, April 26, 2019, at 8:30 a.m., local time, for the following purposes:

1. To elect as directors the ten nominees named in the Proxy Statement, each for a one-year term;

2. To consider an advisory vote to approve the compensation of the company’s named executive officers;

3. To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the company for the year ending December 31, 2019; and

4. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Our Board of Directors recommends a vote “FOR ALL NOMINEES" in Proposal 1 and “FOR” Proposals 2 and 3.  The persons named as proxies will use their discretion to vote on other matters that may properly arise at the Annual Meeting.

Holders of record of our common stock at the close of business on February 28, 2019 are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. Shareholders are entitled to one vote per share.

 

By Order of the Board of Directors

 

 

 

 

William R. A. Bergum,

 

Secretary

 

 

March 20, 2019

We urge you to submit your proxy as soon as possible. If the records of our transfer agent, American Stock Transfer & Trust Company, LLC, show that you own shares in your name, or you own shares in our Dividend Reinvestment Plan, then you can submit your proxy for those shares via the Internet or by using a toll-free telephone number provided on the proxy card. Or you can mark your votes on the proxy card we have enclosed, sign and date it, and mail it in the postage-paid envelope we have provided. Instructions for using these convenient services are set forth on the proxy card. If your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, follow the directions given by the broker, nominee, fiduciary or other custodian regarding how to instruct them to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be held on April 26, 2019

This Proxy Statement and our 2018 Annual Report on Form 10-K are available at

www.proxyvote.com

 

 

 


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201 9 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT TABLE OF CONTENTS

 

 

 

 

 


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BADGER METER, INC.

4545 West Brown Deer Road

Milwaukee, Wisconsin 53223

PROXY STATEMENT

To the Shareholders of

BADGER METER, INC.

We are furnishing you with this Proxy Statement in connection with the solicitation of proxies by the Board of Directors of Badger Meter, Inc. (“company”) to be used at our Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at the Badger Meter headquarters in the Customer Experience Center, 4545 W. Brown Deer Road, Milwaukee, Wisconsin (“WI”) 53223, on Friday, April 26, 2019, at 8:30 a.m., local time, and at any adjournment or postponement thereof.

If you execute a proxy, you retain the right to revoke it at any time before it is voted by giving written notice to us, by submitting a valid proxy bearing a later date or by voting your shares in person at the Annual Meeting. Unless you revoke your proxy, your shares will be voted at the Annual Meeting as you instructed in your proxy. Anyone who is a shareholder of record as of the close of business on February 28, 2019 (the “record date”), may attend the Annual Meeting and vote in person. If your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, you may not vote in person at the Annual Meeting unless you first obtain a proxy issued in your name from your broker, nominee, fiduciary or other custodian.

As of the record date, we had 29,120,166 shares of common stock, par value $1 per share, outstanding and entitled to vote. You are entitled to one vote for each of your shares of common stock.

If your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, you will receive a full meeting package including a voting instruction form to vote your shares. Your broker, nominee, fiduciary or other custodian may permit you to vote by the Internet or by telephone. A broker non-vote occurs when your broker, nominee, fiduciary or other custodian submits a proxy card with respect to your shares, but declines to vote on a particular matter, either because such nominee elects not to exercise its discretionary authority to vote on the matter or does not have discretionary authority to vote on the matter. Your broker, nominee, fiduciary or other custodian has the authority under New York Stock Exchange (“NYSE”) rules to vote your unvoted shares on certain routine matters like the ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for 2019, but not on the election of directors or the advisory vote to approve the compensation of our named executive officers.

We commenced distribution of this Proxy Statement and accompanying form of proxy on or about March 20, 2019.

NOMINATION AND ELECTION OF DIRECTORS

You and the other holders of the common stock are entitled to elect ten directors at the Annual Meeting. If you submit a proxy to us, it will be voted as you direct. If, however, you submit a proxy without specifying voting directions, it will be voted in favor of the election of each of the ten nominees for director identified below. If your shares are held in “street name” by your broker, nominee, fiduciary or other custodian, your broker, nominee, fiduciary or other custodian may only vote your shares with your specific voting instructions for the election of directors. Therefore, we urge you to respond to your brokerage firm so that your vote will be cast.

Directors will be elected by a plurality of votes cast at the Annual Meeting (assuming a quorum is present). If you do not vote your shares at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, and a quorum is present, it will have no impact on the election of directors. Once elected, a director serves for a one-year term or until his/her successor has been duly appointed, or until his/her death, resignation or removal.

If a director receives more “withheld” votes than “for” votes in an uncontested election, then according to the process described in the company’s current bylaws, that director will tender his or her resignation to the Chairman of the Board of Directors following certification of the shareholder vote, and the Chairman will refer the resignation to the Board of Directors' Resignation Committee to consider whether or not to accept such resignation. Thereafter, the board will disclose its decision regarding whether to accept the director’s resignation (or the reason(s) for rejecting the resignation, if applicable) in a Current Report on Form 8-K furnished to the Securities and Exchange Commission.

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The nominees of the Board of Directors for director, together with certain additional information concerning each such nominee, are identified below. All of the nominees are current directors of our company. If any nominee is unable or unwilling to serve, the named proxies have discretionary authority to select and vote for substitute nominees. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve.

Nominees for Election to the Board of Directors

The Board of Directors currently consists of ten directors, including Mr. Bockhorst and Ms. Myers who were who were appointed as directors on September 24, 2018 and February 27, 2019, respectively after recommendation by the Corporate Governance Committee.  Proxies may not be voted for any individuals who are not nominees.

The following section provides information as of the date of this Proxy Statement about each nominee. The information presented includes information each director has given us about his/her age, positions held, principal occupation and business experience for the past five years, and the names of other companies, some of which are publicly-held, of which he/she currently serves as a director or has served as a director during the past five years. Two of our directors, Todd A. Adams and Todd J. Teske each serve as the chief executive officer of a publicly-traded company.  Mr. Teske serves on a total of three public-company boards, including his own. Each of these directors are located in the metropolitan Milwaukee area thereby minimizing the amount of travel required to serve on the company's board, since the company is headquartered in the metropolitan Milwaukee area and holds its board, committee and shareholder meetings in the area. The Corporate Governance Committee has considered the time requirements to serve as a director and believes that each director has demonstrated the ability to dedicate the proper amount of time to serve on the company's board. All directors meet the qualifications established by the Corporate Governance Committee.

In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our board to the conclusion that he/she should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the company and our board.

 

Name

 

Age

 

Business Experience During Last Five Years

 

Director

Since

Todd A. Adams

 

48

 

Rexnord (a producer of process and motion control components and water management products, headquartered in Milwaukee, WI): President and Chief Executive Officer since 2009 and also serves on its board of directors. Mr. Adams joined Rexnord in 2004 where his prior roles included President of the Water Management platform, Senior Vice President & Chief Financial Officer, and Vice President - Controller & Treasurer. Prior to Rexnord, Mr. Adams held senior financial roles with The Boeing Company, APW Ltd., Applied Power and IDEX. Mr. Adams announced his resignation from the board of Generac Holdings effective May 1, 2019. Mr. Adams’ public company leadership and complex manufacturing expertise as well as experience in water management solutions are an excellent combination of skills to provide advice and insights for the company.

 

2017

Kenneth C. Bockhorst…...

 

46

 

Badger Meter, Inc.: President and Chief Executive Officer. Mr. Bockhorst joined Badger Meter as Chief Operating Officer in October 2017 and was promoted to President in April 2018 and CEO in 2019.  Prior to Badger Meter, he served six years at Actuant Corporation (a diversified industrial company), most recently as executive vice president of the Energy segment. His previous roles included president of the Hydratight business unit and global vice president of operations for Enerpac.  Prior to Actuant, he held product management and operational leadership roles at IDEX and Eaton. He has significant operational and M&A experience which enables him to provide the board with valuable advice and insights.

 

2018

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Name

 

Age

 

Business Experience During Last Five Years

 

Director

Since

Thomas J. Fischer

 

71

 

Mr. Fischer is a consultant in corporate financial and accounting matters and a retired Senior Regional Managing Partner of Arthur Andersen LLP. At Arthur Andersen he served principally global public manufacturing and distribution companies. Mr. Fischer is also a director of Regal-Beloit Corporation, headquartered in Beloit, WI and WEC Energy Group, headquartered in Milwaukee, WI. Mr. Fischer’s expertise in the areas of financial, accounting and auditing matters, including financial reporting, corporate transactions and enterprise risk management allows him to provide valuable advice and insights to the company in these areas.

 

2003

Gale E. Klappa

 

68

 

WEC Energy Group (one of the nation’s largest electric and natural gas delivery companies, headquartered in Milwaukee, WI): Executive Chairman, February 2019 to present; Chairman and Chief Executive Officer from 2004 to May 2016 and October 2017 to January 2019; Non-Executive Chairman from May 2016 to October 2017. President from 2003 to August 2013. Mr. Klappa is a director of WEC Energy Group and its wholly owned subsidiary, Wisconsin Electric Power Company, and Associated Banc-Corp., headquartered in Green Bay, WI. Mr. Klappa has significant experience as the CEO of a major public company and as a manager of regulated utility companies. Further, he has in-depth knowledge of utility metering needs and financial and accounting matters. He is able to provide valuable advice and insights to the company in these areas.

 

2010

Gail A. Lione

 

69

 

Dentons (a global law firm): Senior Counsel. Georgetown University School of Law: Adjunct Professor of Intellectual Property Law. Former Adjunct Professor of Intellectual Property Law at Marquette University School of Law. The Harley-Davidson Foundation: Retired President. HarleyDavidson, Inc.: Former Executive Vice President, General Counsel & Secretary and Chief Compliance Officer. Ms. Lione is a director of Sargento Foods Inc., a privately-held company headquartered in Plymouth, WI. Ms. Lione is a Senior Fellow of the Governance Center of the Conference Board. Ms. Lione has significant legal and management experience in manufacturing that includes securities law, intellectual property, corporate governance and corporate compliance, as well as human resources issues, which enables her to provide valuable advice and insights to the company.

 

2012

Richard A. Meeusen

 

64

 

Badger Meter, Inc.: Chairman and retired Chief Executive Officer. Mr. Meeusen is a director of Menasha Corporation, a privately-held company headquartered in Neenah, WI and Serigraph Inc., a privately-held company headquartered in West Bend, WI.  Mr. Meeusen has significant experience in managing Badger Meter during his 17 years as CEO which enables him to provide the board with valuable advice and insights.

 

2001

Tessa M. Myers…………

 

43

 

Rockwell Automation (world’s largest company dedicated to industrial automation and information): Vice President-North America Sales, Services and Solutions. Ms. Myers has more than 20 years of experience serving in a variety of sales, channel management, and regional business unit leader roles including global responsibilities in Singapore and Canada for Rockwell.  Throughout her marketing and engineering roles, she has developed expertise in “smart” devices, data and analytics connectivity and Internet of Things (IoT) which allows her to provide valuable advice and insights to the company.

 

2019

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Name

 

Age

 

Business Experience During Last Five Years

 

Director

Since

James F. Stern

 

56

 

A. O. Smith Corporation (a manufacturer of water heating equipment and water treatment and air purification products, headquartered in Milwaukee, WI): Executive Vice President, General Counsel and Secretary since 2007. Mr. Stern has more than 25 years of experience in management, corporate governance and M&A. For the past several years he has chaired A. O. Smith’s global water treatment steering committee, focusing on strategy, expansion and alignment of the water treatment businesses. Prior to joining A. O. Smith, Mr. Stern was a partner at Foley & Lardner LLP in Milwaukee, WI.  Mr. Stern’s legal, international and water background provides valuable advice and insights for the company.

 

2016

Glen E. Tellock

 

58

 

Lakeside Foods (a premier private brand supplier of high quality canned and frozen vegetables, headquartered in Manitowoc, WI): President and Chief Executive Officer since May 2016. Prior to that, Mr. Tellock served The Manitowoc Company, Inc. (a crane and foodservice manufacturing company) from 1991 to 2015, holding various leadership positions including Chief Financial Officer, until his appointment as President and Chief Executive Officer in 2007 and Chairman, President and Chief Executive Officer in 2009. Prior to The Manitowoc Company, Inc., Mr. Tellock held roles at The Denver Post Corporation and Ernst & Whinney. Mr. Tellock currently serves on the board of Astec Industries, Inc. Mr. Tellock’s past experience as CEO of a public manufacturing company and current experience at Lakeside Foods enables him to provide valuable advice and insights to the company.

 

2017

Todd J. Teske

 

54

 

Briggs & Stratton Corporation (a producer of gasoline engines and outdoor power products, headquartered in Wauwatosa, WI [metropolitan Milwaukee area]): Chairman, President and Chief Executive Officer. Previously he served as President and Chief Executive Officer, and President and Chief Operating Officer. Mr. Teske is a director of Briggs & Stratton Corporation and Lennox International, Inc. Mr. Teske has significant experience in management and as the Chief Executive Officer of a public company and in the operational management of a manufacturing company, including international operations and financial and accounting matters which enables him to provide valuable advice and insights to the company.

 

2009

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR ALL NOMINEES” AS IDENTIFIED ABOVE

 

Independence, Committees, Meetings and Attendance

Our Board of Directors has three standing committees: the Audit and Compliance Committee (referred to as the Audit Committee), the Compensation Committee and the Corporate Governance Committee (referred to as the Governance Committee). The Board of Directors has adopted written charters for each committee, which are available on our website at badgermeter.com under the selection “Company”- “Investors”-“Governance”-“Governance Documents.”

In making independence determinations, the board observes all criteria for independence established by the Securities and Exchange Commission (“SEC”), the New York Stock Exchange, and other governing laws and regulations. The board has determined that each of the directors (other than Messrs. Bockhorst and Meeusen) (i) is “independent” within the definitions contained in the current New York Stock Exchange listing standards and our Principles of Corporate Governance; (ii) meets the categorical independence standards adopted by the board (set forth below); and (iii) has no other “material relationship” with the company that could interfere with his/her ability to exercise independent judgment. In addition, the board has determined that each member of the Audit Committee and Compensation Committee, respectively, meets the additional independence standards of the New York Stock Exchange.

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The current committee assignments are:

 

 

 

BOARD COMMITTEES

Independent Director

 

Audit and

Compliance

 

Compensation

 

Corporate

Governance

Todd A. Adams

 

X

 

 

 

 

Thomas J. Fischer

 

X*

 

 

 

X

Gale E. Klappa

 

 

 

X*

 

X

Gail A. Lione

 

 

 

X

 

X

Tessa M. Myers

 

 

 

 

 

X

James F. Stern

 

X

 

X

 

 

Glen E. Tellock

 

X

 

 

 

 

Todd J. Teske

 

 

 

X

 

X*

 

*

Chairman of the Committee

Committee assignments are made following the annual meeting of shareholders each year.

The Audit Committee met five times in 2018. The Audit Committee oversees our financial reporting process on behalf of the board and reports the results of their activities to the board. The activities of the Audit Committee include selecting and engaging, with shareholder ratification, an independent registered public accounting firm, discussing with the independent registered public accounting firm and internal auditors the scope and results of audits, monitoring our internal controls, ethics and compliance risk management, and pre-approving and reviewing audit fees and other services performed by our independent registered public accounting firm. The board has determined that three Audit Committee members qualify as an “audit committee financial expert” as defined by the Securities and Exchange Commission. Furthermore, the board has determined that all members of our Audit Committee meet the financial literacy requirements of the New York Stock Exchange.

In overseeing the independent registered public accounting firm, the Audit Committee, among other things, (i) reviews the independence of the independent registered public accounting firm; (ii) reviews periodically the level of fees approved for the independent registered public accounting firm and the pre-approved non-audit services it has provided; (iii) reviews the performance, qualifications and quality control procedures of the independent registered public accounting firm; and (iv) reviews the scope of and overall plans for the annual audit and the internal audit program. In addition to the Audit Committee’s responsibilities regarding the independent registered public accounting firm, the Audit Committee established, and oversees, procedures for the receipt, retention and treatment, on a confidential basis, of any concerns regarding questionable accounting, internal controls or auditing matters.

The Compensation Committee, which met five times in 2018, and one time in January 2019, reviews and establishes all forms of compensation for our executive officers and directors, administers our compensation plans, including the various stock plans, reviews the various management development and succession programs and addresses compensation-related risks.

The Governance Committee, which met two times in 2018, oversees all matters related to director performance, including the recommendation of nominees for the Board of Directors, assists the Board of Directors in providing oversight of the company’s enterprise risk management program, and oversees all corporate governance matters, including monitoring and evaluating Board and Committee skills, tenure, diversity and performance and developing and recommending to the board the company’s Principles of Corporate Governance.

The Board of Directors held five meetings in 2018. During 2018, all directors attended at least 75% of the meetings of the full board and the committees on which they served during the period. A closed session for only independent directors was held following each of the regular board meetings. All members of the board attended the 2018 Annual Meeting of Shareholders. It is the board’s policy that all directors attend the Annual Meeting of Shareholders, unless unusual circumstances prevent such attendance.

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Leadersh ip Structure

Effective January 1, 2019, the positions of Chairman of the Board of Directors and Chief Executive Officer (“CEO”) are separated between Mr. Meeusen and Mr. Bockhorst.  This allows our CEO, Mr. Bockhorst, to focus on the day-to-day business operations, while the Board Chair leads our board in providing strategic direction, oversight and advice to management.  The board retains the authority to modify this leadership structure as and when appropriate to best address the company’s circumstances and advance the interests of all shareholders.  The Board Chair’s responsibilities include:  liaising between the CEO, lead outside director and other independent directors and consulting with the CEO as to appropriate scheduling and agendas of meetings of the board.

Because our Chairman is not an independent director, our independent directors believe it is appropriate to appoint an independent director as a Lead Outside Director. Our Lead Outside Director, if elected as a director on an annual basis by our shareholders, serves for a three-year term and if reappointed, can serve up to two consecutive terms.  The Lead Outside Director works with our Chairman and CEO and other board members to provide strong, independent oversight of our management and affairs. Among other things, our Lead Outside Director serves as the principal liaison between the Chairman and our independent directors and chairs the closed sessions that consist of only our independent directors. Mr. Teske currently serves as Lead Outside Director of the board.

Board Role in Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The involvement of the full Board of Directors in setting the company’s business strategy is a key part of its assessment of management’s tolerance for risk and also a determination of what constitutes an appropriate level of risk for the company. The full Board of Directors participates in an annual enterprise risk management assessment. In this process, risk is assessed by management throughout the business, focusing on four primary areas of risk: employment risks, facility risks, product risks and general business risks (which include strategic, financial, legal, compliance and reputational risks). A report is provided and presented to the board, which is reviewed thoroughly.

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the board also have responsibility for risk management. In particular, the Audit Committee focuses on financial risks, including overseeing the integrity of the company’s financial statements, qualifications and independence of the independent registered public accounting firm, internal controls and general corporate ethics and compliance. In addition, the Audit Committee annually reviews and assesses the effectiveness of the company’s overall compliance program. The Compensation Committee focuses on compensation risks including risks associated with the administration and structure of our employee benefit plans. The Governance Committee focuses on corporate governance policies that help mitigate risk.

Nomination of Directors

All members of the Governance Committee meet the definition of independence set forth by the New York Stock Exchange. The Governance Committee has responsibility for recommending nominees for our Board of Directors. The board has adopted a policy by which the Governance Committee will consider nominees for board positions, as follows:

 

When a vacancy occurs on the Board of Directors, the Governance Committee will initiate and oversee a search process for potential new candidates for Board of Director positions.

 

The Governance Committee will review each candidate’s qualifications in light of the needs of the Board of Directors and the company, considering the current mix of director attributes and other pertinent factors.

 

The following minimum qualifications must be met by each director nominee:

 

Each director must display the highest personal and professional ethics, integrity and values.

 

Each director must have the ability to exercise sound business judgment.

 

Each director must be highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest.

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Each director mus t have relevant expertise and experience, and be able to offer advice and guidance to the C EO based on that expertise and experience.

 

Each director must be able to represent all shareholders of the company and be committed to enhancing long-term shareholder value.

 

The majority of the directors must be independent, as defined herein and according to applicable rules of the SEC and the listing standards of the New York Stock Exchange. 

 

Each director must have sufficient time available to devote to activities of the board and to enhance his or her knowledge of the company’s business.

 

At least one director should have the requisite experience and expertise to be designated as an “audit committee financial expert” as defined by applicable rules of the SEC.

 

The board believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other differentiating personal characteristics promotes inclusiveness, enhances the board’s deliberations and enables the board to better represent all of the company’s constituents.  Accordingly, the board is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, skills and experiences as part of each board search the company undertakes.

 

No candidate, including current directors, may stand for reelection after reaching the age of 72.

 

The Governance Committee will consider candidates recommended by shareholders.  There are no differences in the manner in which the Governance Committee evaluates candidates recommended by shareholders and candidates identified from other sources.

 

To recommend a candidate, shareholders should write to the Board of Directors, c/o Secretary, Badger Meter, Inc., P.O. Box 245036, Milwaukee, WI 53224-9536, via certified mail. Such recommendation should include the candidate’s name and address, a brief biographical description and statement of qualifications of the candidate and the candidate’s signed consent to be named in the Proxy Statement and to serve as a director if elected.

 

To be considered by the Governance Committee for nomination and inclusion in our Proxy Statement, the Board of Directors must receive shareholder recommendations for director no more than 60 days and no less than 90 days prior to the second Saturday in the month of April or as otherwise stated in the company’s Proxy Statement. See “Other Matters” for the deadline for shareholder recommendations for directors with respect to the 2020 Annual Meeting of Shareholders.

During 2018, and as of the date of this Proxy Statement, the Governance Committee did not pay any fees to third parties to assist in identifying or evaluating potential candidates. Also, the Governance Committee did not receive any shareholder nominees for consideration at the Annual Meeting.

Communications with the Board of Directors

Shareholders and non-shareholders may communicate with the full Board of Directors, non-management directors as a group or individual directors, including the Chairman or Lead Outside Director, by submitting such communications in writing to the intended recipient, c/o Secretary, Badger Meter, Inc., P.O. Box 245036, Milwaukee, WI 53224-9536, via certified mail. The Secretary will forward communications received to the appropriate party. However, commercial advertisements or other forms of solicitation will not be forwarded.

Categorical Independence Standards for Directors

The company’s categorical independence standards for directors are contained in the company’s Principles of Corporate Governance, which are annually reviewed by the Governance Committee. If appropriate, changes are recommended to the Board of Directors for approval.

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A director who at all times during the previous three years has met all of the following categorical standards and has no other material relationships with Badger Meter, Inc. will be deemed to be independent:

1. The company has not employed the director, and has not employed (except in a non-executive officer capacity) any of his or her immedi ate family members. Employment as an interim Chairman or CEO does not disqualify a director from being considered independent following that employment.

2. Neither the director, nor any of his or her immediate family members, has received more than $120,00 0 per year in direct compensation from the company, other than director and committee fees, and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). Compensation received by a director for former service as an interim Chairman or CEO need not be considered in determining independence under this test. Compensation received by an immediate family member for service as a non-executive employee of the company need not be considered in determining independence under this test.

3. The director has not been employed by, or affiliated with the company’s present or former internal or external auditor, nor have any of his or her immediate family members been so employed or aff iliated (except in a nonprofessional capacity).

4. Neither the director, nor any of his or her immediate family members, has been part of an “interlocking directorate” in which any of the company’s present executives serve on the compensation (or equivalen t) committee of another company that employs the director or any of his or her immediate family members in an executive officer capacity.

5. Neither the director, nor any of his or her immediate family members (except in a non-executive officer capacity), has been employed by a company that makes payments to, or receives payments from, the company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues. In applying this test, both the payments and the consolidated gross revenues to be measured are those reported in the last completed fiscal year. The look-back provision for this test applies solely to the financial relationship between the company and the director’s or immediate family member’s current employer; the company need not consider former employment of the director or immediate family member.

6. Neither the director, nor any of his or her immediate family members, has been an employee, officer or director of a foundation, university or other non-profit organization to which the company gives directly, or indirectly through the provision of services, more than $1 million per annum or 2% of such organization’s consolidated gross revenues (whichever is greater).

In addition to satisfying the criteria set forth above, directors who are members of the Audit Committee will not be considered independent for purposes of membership on the Audit Committee unless they satisfy the following additional criteria:

1. A director who is a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Committee, the board, or any other board committee, accept directly or indirectly any consulting, advisory, or other compensatory fee from the company or any subsidiary thereof, provided that, unless the rules of the New York Stock Exchange provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the company (provided that such compensation is not contingent in any way on continued service).

2. A director, who is a member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Comm ittee, the board, or any other board committee, be an affiliated person of the company.

3. If an Audit Committee member simultaneously serves on the audit committees of more than two other public companies, then the board must determine that such simultane ous service would not impair the ability of such member to effectively serve on the company’s Audit Committee. The company must disclose this determination in its Proxy Statement.

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Available Corporate Governance Information

The company’s Code of Business Conduct, Principles of Corporate Governance, Code of Conduct for Financial Executives and Charters of all current board committees are available on our website at badgermeter.com under the selection “Company” - “Investors” – “Governance”- “Governance Documents”. Copies can also be obtained by writing to the Secretary of Badger Meter, Inc., P.O. Box 245036, Milwaukee, WI 53224-9536.

RELATED PERSON TRANSACTIONS

We had no transactions during 2018, and none are currently proposed, in which we were a participant and in which any related person had a direct or indirect material interest. Our Board of Directors has adopted policies and procedures regarding related person transactions. For purposes of these policies and procedures:

 

A “related person” means any person who is, or was at some time since the beginning of the last fiscal year, (a) one of our directors, executive officers or nominees for director, (b) a greater than five percent beneficial owner of our common stock, or (c) an immediate family member of the foregoing; and

 

A “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.

Each of our executive officers, directors or nominees for director is required to disclose to the Governance Committee certain information relating to related person transactions for review, approval or ratification by the Governance Committee. Disclosure to the Governance Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer, director or nominee for director becomes aware of the related person transaction. The Governance Committee’s decision whether or not to approve or ratify a related person transaction is to be made in light of the Governance Committee’s determination that consummation of the transaction is not or was not contrary to our best interests. Any related person transaction must be disclosed to the Board of Directors.

Certain related person transactions are deemed pre-approved, including, among others, (a) any transaction with another company, or charitable contribution, grant or endowment to a charitable organization, foundation or university, at which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than ten percent of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of the company’s total annual revenues or the charitable organization’s total annual receipts, and (b) any transaction involving a related person where the rates or charges involved are determined by competitive bids.

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STOCK OWNERSHIP OF BENEFICIAL OWNE RS HOLDING MORE THAN FIVE PERCENT

The following table provides information concerning persons known by us to beneficially own more than five percent of our common stock as of February 28, 2019.

 

Name

 

Aggregate

Number of

Shares

 

 

Percent of

Common Stock

Beneficially

Owned

 

 

BlackRock, Inc.

 

 

4,289,877

 

 

 

14.7

%

(1)

55 East 52nd Street

New York, NY 10055

 

 

 

 

 

 

 

 

 

The Vanguard Group, Inc.

 

 

3,252,297

 

 

 

11.2

%

(1)

100 Vanguard Boulevard

Malvern, PA 19355

 

 

 

 

 

 

 

 

 

Kayne Anderson Rudnick Investment Management, LLC

 

 

1,857,764

 

 

 

6.4

%

(1)

1800 Avenue of the Stars, 2nd Floor

Los Angeles, CA  90067

 

 

 

 

 

 

 

 

 

 

(1)

Share ownership at December 31, 2018 per Schedule 13G filings.

STOCK OWNERSHIP OF MANAGEMENT

The following table sets forth, as of February 28, 2019, the number of shares of common stock beneficially owned and the number of exercisable options outstanding by (i) each of our directors, (ii) each of the executive officers named in the Summary Compensation Table set forth below (referred to as the named executive officers or “NEOs”), and (iii) all of our directors and executive officers as a group. Securities and Exchange Commission rules define “beneficial owner” of a security to include any person who has or shares voting power or investment power with respect to such security.

 

Name

 

Aggregate Number of

Shares of Common

Stock Beneficially

Owned (1)

 

 

Percent of

Common Stock

Beneficially

Owned (1)

 

 

Todd A. Adams

 

 

2,627

 

 

*

 

(2)

Thomas J. Fischer

 

 

28,474

 

 

*

 

(3)

Gale E. Klappa

 

 

16,984

 

 

*

 

 

Gail A. Lione

 

 

26,548

 

 

*

 

 

Richard A. Meeusen

 

 

294,075

 

 

 

1.0

%

(4)

Tessa M. Myers

 

 

 

 

*

 

(5)

James F. Stern

 

 

5,265

 

 

*

 

 

Glen E. Tellock

 

 

5,265

 

 

*

 

 

Todd J. Teske

 

 

16,984

 

 

*

 

 

Kenneth C. Bockhorst

 

 

19,763

 

 

*

 

(6)

Horst E. Gras

 

 

14,260

 

 

*

 

(7)

Richard E. Johnson

 

 

85,499

 

 

*

 

(8)

Beverly L.P. Smiley

 

 

68,277

 

 

*

 

(9)

All Directors and Executive Officers as a Group (21 persons, including those named above)

 

 

760,343

 

 

 

2.6

%

(10)

 

*

Less than one percent

(1)

Unless otherwise indicated, the beneficial owner has sole investment and voting power over the reported shares, which includes shares from stock options that are currently exercisable or were exercisable within 60 days of February 28, 2019.

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(2)

Does not include deferred director fee holdings of 5,502 phantom stock units held by Mr. Adams under the Badger Meter Deferred Compensation Plan for Directors. The value of the phantom stock units is based upon and fluctuates with the market value of the c ommon stock. When a participant chooses to exit the plan, the phantom stock units are paid out only in cash.

(3)

Mr. Fischer shares voting power with his spouse over the reported shares.

(4)

Mr. Meeusen has sole investment and voting power over 73,562 shares he holds directly, 8,571 shares in our Employee Savings and Stock Ownership Plan and 211,942 shares subject to stock options that are currently exercisable.

(5)

Ms. Myers was appointed to the Board on February 27, 2019.

(6)

Mr. Bockhorst has sole investment and voting power over 2,715 shares he holds directly, 108 shares in our Employee Savings and Stock Ownership Plan, 2,108 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 28, 2019 and 14,832 shares of restricted stock.

(7)

Mr. Gras has sole investment and voting power over 9,973 shares he holds directly, 2,083 shares subject to stock options that are currently exercisable or were exercisable within 60 days of February 28, 2019 and 2,204 shares of restricted stock.

(8)

Mr. Johnson holds 5,138 shares in our Employee Savings and Stock Ownership Plan and 30,361 shares subject to stock options that are currently exercisable. He has shared investment and voting power over 50,000 shares he owns with his spouse.

(9)

Ms. Smiley has sole investment and voting power over 48,516 shares she holds directly, 12,948 shares in our Employee Savings and Stock Ownership Plan and 5,813 shares subject to stock options that are currently exercisable.  She has shared investment and voting power over 1,000 shares she owns with her children.

(10)

For the group, the percentage was calculated by including all shares that the members have the right to acquire within 60 days of February 28, 2019.

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EXECUTIVE CO MPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information about our executive compensation programs for 2018 and discusses the compensation decisions that we made with respect to our Named Executive Officers (NEOs).   For 2018, our NEOs were:

 

Mr. Richard A. Meeusen, Chairman and Chief Executive Officer (1) ;

 

Mr. Richard E. Johnson, Senior Vice President – Finance, Chief Financial Officer, and Treasurer (2) ;

 

Mr. Kenneth C. Bockhorst, President (3) ;

 

Mr. Horst E. Gras, Vice President – International Operations; and

 

Ms. Beverly L.P. Smiley, Vice President – Controller (4) .

 

(1)

In September 2018, the company announced Mr. Meeusen’s retirement as Chief Executive Officer effective December 31, 2018, a position he had held since 2002.    Mr. Meeusen will serve as non-executive Chairman of the Board of Directors for one year.

 

(2)

In December 2018, the company announced Mr. Johnson’s retirement effective April 2019.   Beginning January 1, 2019, Mr. Johnson was appointed Senior Vice President – Administration.   Mr. Robert A. Wrocklage was named Vice President – Finance, Chief Financial Officer and Treasurer effective January 1, 2019.

 

(3)

Mr. Bockhorst, previously President and Chief Operating Officer, was appointed President and Chief Executive Officer effective January 1, 2019.

 

(4)

In December 2018, the company announced Ms. Smiley’s retirement effective March 2019.

 

Overview of Compensation Policies and Procedures

Our executive compensation program for all executive officers, including each NEO, is administered by the Compensation Committee. The Compensation Committee is composed of four independent directors: Mr. Klappa (Chairman), Ms. Lione, Mr. Stern, and Mr. Teske.

 

The Compensation Committee is committed to developing and implementing an executive compensation program that directly aligns the interests of all executive officers with the long-term interests of shareholders.  The compensation philosophies that guide the Compensation Committee as it carries out its duties include the following:

 

 

 

Executive compensation programs should be designed to attract and retain qualified executive officers, as well as motivate and reward performance.

 

The payment of annual incentive compensation should be directly linked to the attainment of performance goals approved by the Compensation Committee. See “Total Compensation and Link to Performance” below.

 

Long-term incentive programs should be designed to align with shareholder interests by utilizing stock options, restricted stock and long-term cash incentives in order to ensure that our executive officers are committed to our long-term success.

 

The Compensation Committee should attempt to achieve a fair and competitive compensation structure for our executive officers by implementing both short-term and long-term plans with fixed and variable components.

 

Compensation policies should be structured to align the interests of management with the interests of shareholders, in a manner that does not encourage excessive risk taking. To discourage excessive risk taking, the Compensation Committee conducts an annual risk assessment of our compensation plans and places great emphasis on equity-based incentive compensation and stock ownership by executive officers.

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While the Compensation Committee retains sole authority in making its decisi ons and recommendations regarding executive compensation, it considers and reviews, among other things:

 

 

Compensation data obtained through an independent executive compensation consultant for competitive businesses of similar size and business activity. The data considered includes information relative to both base salary and bonus separately and on a combined basis, as well as total cash and long-term incentive compensation.

 

Our financial performance as a whole relative to the prior year, our budget and other meaningful financial data, such as sales, return on assets, return on equity, cash generated from operations and financial position.

 

The recommendations of the CEO with regard to the other executive officers, including the NEOs.

In developing compensation plans for fiscal year 2019, the Compensation Committee considered the positive “say on pay” vote of our shareholders at our 2018 Annual Meeting of Shareholders. As a result, and as we describe in this Compensation Discussion and Analysis, the Compensation Committee kept in place for fiscal year 2019 most of the same executive compensation program components that it had disclosed to shareholders in the Proxy Statement for the 2018 Annual Meeting of Shareholders.

Executive Compensation and Governance Practices and Standards

We endeavor to maintain sound governance practices and standards consistent with our executive compensation philosophies. Below is a summary of those practices and standards:

 

What We Do

 

What We Do Not Do

   Use performance metrics to align pay with performance

 

  Provide excessive executive perquisites

   Cap payouts under our annual cash bonus long-term incentive plans

   Have robust stock ownership guidelines for our CEO. NEOs and all executive officers

   Apply clawback provisions to annual cash bonus and long-term incentive plans

   Engage an independent compensation consultant that reports to the Compensation Committee

 

  Provide single-trigger change-in-control severance   benefits

  Offer gross-ups of related excise taxes on executive severance or change-in-control agreements

  Reprice stock options

  Provide incentive programs that encourage excessive risk taking

   Prohibit short sales, hedging or pledging of our stock by our executive officers and directors

   Comprise the Compensation Committee of entirely independent directors

   Require a double trigger in change-of-control provisions

   Compensation Committee regularly meets in executive session without management present and performs an annual risk assessment of compensation practices

 

 

 

Role of Compensation Consultant

For 2018, the Compensation Committee engaged Willis Towers Watson PLC (“WTW”), an independent compensation consultant. The Compensation Committee generally engages an independent compensation consultant and has the authority to approve fees and other terms of the engagement. The consultant’s duties were to evaluate executive compensation, to discuss with the Compensation Committee general compensation trends, to provide the Compensation Committee with competitive market data relating to the compensation of each of our NEOs, and to assist our CEO in developing compensation recommendations to present to the Compensation Committee for the executive officers other than himself. The compensation consultant provides the Committee with advice, consultation and market information on a regular basis, as requested, throughout the year. The executive compensation consultant does not make specific recommendations on individual compensation amounts for the executive officers, nor does the consultant determine the amount or form of executive compensation. The Compensation Committee has assessed the independence of WTW pursuant to Securities and Exchange Commission rules and New York Stock Exchange listing standards and affirmatively determined that WTW's services have not raised any conflicts of interest.

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Total Compensation and Link to Performance

 

We strive to compensate our executive officers at competitive levels, with the opportunity to earn above-median compensation for above-market performance, through programs that emphasize performance-based incentive compensation in the form of annual cash payments, equity-based awards and a long-term incentive program. To that end, total executive compensation is tied to our performance and is structured to ensure that, due to the nature of our business, there is an appropriate balance focused on our long-term versus short-term performance, and also a balance between our financial performance and the individual performance of our executive officers, all of which is designed to align compensation with our shareholders’ interests. For example, the annual bonus plan is based primarily on targeted annual growth in adjusted operating earnings. Long-term bonus plans include cash awards based upon operating earnings targets over three-year performance periods, and restricted stock and option grants that increase or decrease in value with changes in the stock price. These programs are further described under “Elements of Compensation” below.

 

For those compensation components where individual performance is a consideration, individual performance is considered as part of the overall evaluation process. This evaluation of individual performance impacts the annual adjustment to base salaries for all of our executive officers and also may impact payments made under the annual bonus plan for all officers except the CEO. For the periods disclosed, the Compensation Committee determined that the performance of all executive officers was satisfactory. As such, annual base salary adjustments were made for each executive officer based upon recommendations from the CEO (for all executive officers except the CEO) and the judgment of the Compensation Committee, although no adjustments were made to the payments made under the annual bonus plan.

 

We believe that the total compensation paid or awarded to our executive officers during 2018 was consistent with our financial performance and the individual performance of each of the executive officers. Based on our analysis and the advice of WTW, we also believe that the compensation was reasonable in its totality and is consistent with our compensation philosophies as described above.

 

As noted above, our CEO serves in an advisory role to the Compensation Committee with respect to executive compensation for executive officers other than himself (the CEO does not participate in determining or recommending compensation for himself). His recommendations are given significant weight by the Compensation Committee, but the Compensation Committee remains responsible for all decisions on compensation levels for the executive officers and on our executive compensation policies and executive compensation programs. All decisions on executive compensation levels and programs are made by the Compensation Committee.

Amount and Elements of Compensation

The Compensation Committee determines the amounts and elements of compensation under our compensation program for our executive officers. The program involves base salaries, benefits, short-term annual cash bonus plan and a long-term incentive program using a mix of stock options, restricted stock and cash incentives.

 

Peer Group and Compensation Survey Data. Compensation levels are established for each executive officer by the Compensation Committee, with general reference to data supplied by WTW on organizations of similar size and business activity. For 2018, WTW provided data from two sources: general industry survey data and the recent proxy statements of a peer group selected by the company and approved by the Compensation Committee. The general industry survey data was obtained from the 2018 WTW Executive Compensation Database Survey. This compensation data incorporates primarily publicly-traded companies, and has a broad definition of similar business activity, thereby providing a comprehensive basis for evaluating Badger Meter’s compensation compared to market. The survey includes salaries, bonus opportunities, total cash compensation, long-term incentive compensation and total direct compensation. Where appropriate, the data was size-adjusted using regression analysis based on company revenues.

 

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We developed a peer group of thirteen comparable publicly-held manufacturing companies that have business operations simil ar to ours (the “peer group”). The compensation information for the five highest paid executives at each of the thirteen companies was obtained from the proxy statements of the companies and compared to the compensation of our five highest paid executives. The Compensation Committee annually reviews and approves the appropriateness of the selected peer group.   The companies in the peer group for 2018 were:

 

A.O. Smith

Helios

Perma-Pipe

CIRCOR International

Itron, Inc.

Rexnord Corporation

ESCO Technologies

Lindsay Corporation

Watts Water Technologies

Franklin Electric Co.

Mueller Water Products

 

Gormann-Rupp

Northwest Pipe Co.

 

 

Base Salary. Our policy is to pay executive officers at market, with appropriate adjustments for performance and levels of responsibility. To aid the Compensation Committee in its understanding of each executive officer’s performance and levels of responsibility, the Compensation Committee is given a five-year history, which sets forth the base salary, short-term incentive awards, and long-term compensation of each such officer. The Compensation Committee has consistently applied this policy and procedure with respect to base salaries for the past 27 years.

 

Base salary increases across all executive officers for calendar year 2018 were approved by the Compensation Committee on November 9, 2017 and ranged from 2.5% to 4.0%. Mr. Meeusen received a compensation increase of 3.0%. The other NEOs received base salary increases ranging from 2.5% to 3.0%. These increases were based primarily on our philosophy to keep base salaries at market to maintain competitive salary levels, but they also reflect the positive impact each of our executive officers had on our financial and strategic results in 2017.

 

Base salary increases for our executive officers for calendar year 2019 were approved by the Compensation Committee on November 8, 2018 and ranged from 2.0% to 3.5%.  As noted above, Mr. Bockhorst was promoted to President and CEO effective January 1, 2019 and received a base salary increase of 9.5% to $575,000.   Additionally, Mr. Wrocklage was promoted to Vice President – Finance, Chief Financial Officer and Treasurer effective January 1, 2019.    The Compensation Committee referenced salary survey data provided by WTW in determining Mr. Bockhorst’s and Mr. Wrocklage’s base salaries. The other NEOs received base salary increases of 2.0% to 3.0%. These increases were based primarily on our philosophy to keep base salaries at market to maintain competitive salary levels, but they also reflect the positive impact each of our executive officers had on our financial and strategic results in 2018.

 

Annual Bonus Plan. Our annual bonus plan is designed to reward executive officers, along with other leaders and most salaried employees of Badger Meter.   The plan is intended to provide a competitive level of compensation when performance objectives and metrics are achieved. Under the annual bonus plan, the target bonus level for the CEO was 100% of base salary and the target bonus levels for all other NEOs ranged from 35% - 80% of base salary in 2018, depending on scope of the NEOs duties and responsibilities. The targets set pursuant to the annual bonus plan for 2018 were comprised of two components - a financial factor based on the attainment of a certain level of adjusted operating earnings and individual performance for all officers except the CEO.

 

The Compensation Committee approves the target level of adjusted operating earnings used for the financial component of the determination of an executive’s annual bonus at the beginning of each year. For 2018, the target financial factor was based on achieving an increase in adjusted operating earnings of 8.0% over 2017.  

 

Per the terms of our annual bonus plan, the Compensation Committee may make adjustments to reported operating earnings for certain items such as pension settlement, curtailment or termination charges, costs (other than internal labor) associated with actual or potential acquisitions, results of newly acquired entities for the first twelve months after the effective date of acquisition and other non-operating items such as significant gains or losses from the disposal or impairment of long-term assets. For 2018, the Compensation Committee approved adjustments to operating earnings (and the related bonus payments) for costs associated with terminating the company’s defined-benefit pension plan, acquisition and due diligence costs incurred in 2018 associated with both completed and uncompleted acquisition activities, results from acquired companies, and certain non-operating items including executive retirement costs recorded in 2018, such adjustments being consistent with past practices.

 

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Details of the annual bonus targets and achievement specific to executive officers, including our NEOs, for 2018 were as follows (in millions) :

 

 

 

2018 Annual Bonus Scale

 

 

2018 Annual

Bonus

Achievement

 

 

 

Threshold

 

 

Target

 

 

Maximum

 

 

Actual

 

2018 Adjusted Operating Earnings

 

$

57.40

 

 

$

62.00

 

 

$

66.50

 

 

$

59.23

 

Bonus Payout

 

 

50

%

 

 

100

%

 

 

150

%

 

 

69.9

%

% Operating Earnings Increase from 2017

 

 

0

%

 

 

8

%

 

 

16

%

 

 

3

%

 

The 2018 annual bonus for each executive officer, except the CEO, could also be adjusted up or down 10% at the discretion of the Compensation Committee. Further, the Compensation Committee has the authority to award special performance bonuses. No such adjustments were made for 2018 for the regular program, and there were no special performance bonuses.  

 

Beginning in calendar 2019, the Compensation Committee approved an increase to the maximum annual bonus payout target under the annual bonus plan from 150% to 200%.  This change was made to align with the company’s peer group practices and to incent greater accountability and performance achievement.   Details of the 2019 bonus targets (in millions) are as follows:

 

 

 

2019 Annual Bonus Scale

 

 

 

Threshold

 

 

Target

 

 

Maximum

 

2019 Adjusted Operating Earnings

 

$

59.23

 

 

$

65.00

 

 

$

71.00

 

Bonus Payout

 

 

50

%

 

 

100

%

 

 

200

%

% Operating Earnings Increase from 2018

 

 

0

%

 

 

10

%

 

 

20

%

Long-Term Incentive Plan (referred to as LTIP)

 

Each year, we grant annual long-term incentive compensation awards to each of our executive officers in an amount determined by our Compensation Committee. The purpose of the long-term incentive grants is to align our executive officers’ interests with those of our shareholders, and to present an opportunity for our executive officers to gain or increase their equity interests in our stock. (See the discussion below under Common Stock Ownership Guidelines).

 

In 2018, long-term incentive compensation awards for the executive officers were comprised of 30% restricted stock awards, 30% stock option awards and 40% cash bonus. The mix is intended to provide balance between performance-oriented long-term incentive vehicles (stock options and cash bonus) and retention-oriented long-term incentive vehicles (restricted stock). We believe that the granting of stock options and the use of a cash bonus tied to an extended performance period serves to encourage the executive officers to direct efforts that will ultimately align our executive compensation program with our shareholders’ interests over the long term. We believe that the granting of restricted stock serves to encourage our executive officers to direct their efforts to increase shareholder value.

 

In determining the amount of incentive compensation to be awarded to each NEO, we consider the mix of long-term incentives provided by the companies in the competitive market data supplied by WTW and the peer group as a guidepost, but we primarily structure the long-term incentive mix based on our compensation objectives. Specifically, the nature and amount of the long-term incentive compensation awarded to each of the NEOs was based primarily on our desire to ensure that executive compensation is tied to our performance, with an appropriate balance focused on our long-term versus short-term performance. The mix of the long-term incentive awards was the same for each of the NEOs. Furthermore, the individual performance of each NEO was considered as part of the overall evaluation process, with the Compensation Committee determining that the performance of each of the NEOs was satisfactory.  As a result, in 2018 the individual performance of the NEOs did not result in any adjustments to the nature or amount of the long-term incentive compensation awarded to such NEO.

 

In addition to the annual stock option and restricted stock grants described above, one-time stock option or restricted stock awards may be granted to new executive officers either upon hire or within one year of becoming an executive officer.  For example, upon Mr. Bockhorst’s hire in October 2017, he received a one-time new hire grant of restricted stock totaling $700,000 which vests ratably over a five-year period.

 

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In selecting a date of grant for any stock option and restricted stock awards, the Compensation Committee estab lishes a date that avoids any inference of timing such awards to the release of material non-public information. Restricted stock awards use an average of the prior 10 days closing prices to determine the number of shares granted based on a predetermined d ollar value. Stock option award s are granted with an exercise price equal to the closing price of our common stock on the date of grant.

In addition to stock option and restricted stock awards, our LTIP incentive plan provides for cash-based performance unit awards to all executive officers, including the NEOs.  Under the LTIP cash award program, the Compensation Committee establishes three-year adjusted operating earnings goals that are the basis for threshold, target and maximum payout amounts for the three-year performance period. At the threshold, target and maximum levels of operating earnings, the executive officers earn 50%, 100% and 200%, respectively, of the target cash payout for each officer, with the payouts pro-rated for performance between these amounts. The table below summarizes the threshold, target, and maximum operating earnings goals (in millions) for each granted performance period, as well as the actual achievement (in millions) for the most recently completed three-year performance period:  

 

 

 

LTIP Incentive Plan (Cash Award) - Adjusted Operating

Earnings Targets

 

 

LTIP Incentive

Achievement

Performance Period

 

Threshold (50%)

 

 

Target (100%)

 

 

Maximum (200%)

 

 

Actual

2016 - 2018

 

$

140.2

 

 

$

169.2

 

 

$

201.9

 

 

$168.4   (98.6%)

2017 - 2019

 

$

171.1

 

 

$

186.0

 

 

$

206.4

 

 

NA

2018 - 2020

 

$

190.1

 

 

$

210.0

 

 

$

229.4

 

 

NA

2019 - 2021

 

$

196.1

 

 

$

215.2

 

 

$

235.0

 

 

NA

 

Adjusted operating earnings utilized to determine achievement for the LTIP cash award is determined in a manner similar to the annual bonus plan and is subject to the same potential and approved adjustments as described above.  

Non-Executive Officer Incentives

Annual cash bonuses are also paid to all U.S. salaried exempt employees using the same adjusted operating earnings threshold and target levels as used for the executive officers and previously described under “Annual Bonus Plan.” For 2018, approximately 350 non-executive officers participated in that bonus plan.

Other Benefits

Salary Deferral Plan. All executive officers, except Mr. Gras, a German citizen, are eligible to participate in a Salary Deferral Plan described in Note 1 of the “Nonqualified Deferred Compensation Table” below. The Compensation Committee believes that it is appropriate to offer this program to enable the executive officers to better manage their taxable income and retirement planning. Based on its analysis and the advice of WTW, the Compensation Committee believes that this program is competitive with comparable programs offered by other companies. As of December 31, 2018, Mr. Johnson and Ms. Smiley are the only NEOs who have balances in the Salary Deferral Plan.

 

Supplemental Retirement Plans . We offer various supplemental retirement plans to certain employees, including executive officers, except Mr. Gras, a German citizen. The purpose of these plans is to compensate the employees for pension reductions caused by salary deferrals or by regulatory limitations on qualified plans. We also maintain a nonqualified supplemental executive retirement plan designed to enhance the regular retirement programs. For 2018, Messrs. Meeusen and Johnson were the only participants in this plan. The Compensation Committee believes that these supplemental retirement plans are appropriate to attract and retain qualified executives. For more information on these plans, see the discussion that follows the “Pension Benefits Table” below.

 

Additional benefits . Each executive officer receives his/her choice of either the use of a vehicle for both personal and business purposes, or a vehicle allowance. We also pay certain club dues for the CEO. All executive officers, except Mr. Gras, participate in the Badger Meter, Inc. Employee Savings and Stock Ownership Plan and other benefit plans provided to all of our U.S. employees.

 

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Clawback Policy.    The c ompany has a Compensation Recoupment Policy (commonly referred to as a “clawback policy”). The clawback policy is designed to ensure that incentive-based compensation is paid to executive officers based on accurate financial statements and ethical and legal conduct. In the event that we are required to prepare an accounting restatement due to the ma terial noncompliance with accounting rules, or we determine that an executive officer engaged in illegal or fraudulent conduct or materially breached the c ompany’s Code of Business Conduct, the result of which is adverse to the c ompany, whether financial o r reputational harm, the policy requires the recoupment of certain incentive-based compensation that was granted to current or former executive officers of the company who received incentive-based compensation at any time after the effective date of policy and during the three-year period preceding the date on which we are required to prepare the accounting restatement, or, respectively, the date on which we determined the conduct occurred that caused the c ompany the aforementioned harm.

Section 162(m) Limitations. The company’s compensation programs were designed generally to ensure tax deductibility of the compensation paid under the incentive plans based on tax regulations in effect at the time the plans were adopted, including Section 162(m) of the Internal Revenue Code. In December 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Act”) was enacted in the United States. Among other changes, the Tax Act eliminated prospectively the provisions under Section 162(m) of the Internal Revenue Code that allowed tax deductions for certain performance-based compensation above the $1.0 million deductibility limit for certain executive officers, subject to transitional provisions for compensation and grants awarded prior to November 2017. Although the Tax Act substantially changed certain elements of tax deductibility of executive compensation, including the loss of certain deductions keyed to the former specified performance-based standards, the Committee intends to continue to structure compensation programs to be consistent with its pay-for-performance philosophy. During the transition period, the Committee anticipates taking appropriate action to preserve the deductibility for past awards to the extent reasonably possible and as permitted by transitional provisions.

 

Tax Gross-ups. The company does not provide tax gross-ups to any of the executive officers except in the unlikely event of a tax penalty in connection with the triggering of the Key Executive Employment and Severance Agreements as described in the “Potential Payments Upon Termination or Change-in-Control” below.

Potential Payments Upon Termination or Change-in-Control

We have entered into Key Executive Employment and Severance Agreements (each referred to as a KEESA) with all executive officers, whose expertise has been critical to our success, to encourage them to remain with us in the event of any merger or transition period. The Compensation Committee has reviewed these agreements and determined that they are appropriate given competitive market practices. Each KEESA requires a “double-trigger,” providing for payments in the event there is a change- in-control and (1) the executive officer’s employment with us terminates (whether by us, the executive officer or otherwise) within 180 days prior to the change-in-control and (2) it is reasonably demonstrated by the executive officer that (a) any such termination of employment by us (i) was at the request of a third party who has taken steps reasonably calculated to effect a change-in-control or (ii) otherwise arose in connection with or in anticipation of a change-in-control, or (b) any such termination of employment by the executive officer took place because of an event that allowed the termination for good reason, which event (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a change-in- control or (ii) otherwise arose in connection with or in anticipation of a change-in-control. For more information regarding the KEESAs, see the discussion in “Potential Payments Upon Termination or Change-in-Control” below.

Common Stock Ownership Guidelines and Hedging and Pledging Policies

We believe that it is important to align executive and shareholder interests by defining stock ownership guidelines for our executives. As a result, each executive officer is expected to hold common stock equal to at least two-times his or her annual base salary, except the CEO who is expected to hold common stock equal to at least three-times his annual base salary. New executive officers are expected to achieve this level of stock ownership within a reasonable time, but in any event, within six years of becoming an executive officer. Each executive officer, including each NEO either met the targeted level of stock ownership, or are within the permitted six-year window to achieve the ownership requirement.

 

Additionally, we have a policy that prohibits our executive officers, as well as our directors, from engaging in short selling, hedging transactions and from holding our common stock in a margin account or pledging our common stock as collateral for a loan.

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Risk Assessment

The Compensation Committee conducts an annual risk assessment of our compensation program to determine whether our compensation policies and practices are reasonably likely to have a material adverse effect on the company. Based on this assessment, the Compensation Committee believes that our compensation program is balanced and does not motivate or encourage unnecessary or excessive risk taking because of, in part, the following:

 

Base salaries are fixed in amount and thus do not encourage risk taking;

 

Our annual bonus plan is designed to align compensation with our shareholders’ interests over the long term;  

 

Our long-term incentive plan uses a mix of performance measures that are designed to award our executives only if the company is achieving positive long-term growth;

 

We maintain appropriate caps on incentives; and

 

We have limited and appropriate perquisites.

2018 Retirement Agreements

 

As noted above and as previously disclosed by the company, during 2018 three of our executive officers announced their intention to retire from the company.  In conjunction with these planned retirements, the Compensation Committee approved retirement agreements with each retiree that describes the benefits to be received and responsibilities to be provided.  Mr. Meeusen and Mr. Johnson’s agreements were filed on Form 8-K with the SEC on September 24, 2018 and December 28, 2018, respectively. Ms. Smiley’s agreement largely mirrored Mr. Johnson’s.  A summary of the significant terms of each agreement are as follows.  This summary does not purport to be complete and is quantified in its entirety by reference to the agreements filed on Form 8-K.

 

Mr. Meeusen’s agreement was signed September 24, 2018 and specified his retirement as CEO effective December 31, 2018.  He will remain non-executive Chairman of the Board for one year.   His compensation as a member of the Board will be the same as other non-employee directors, as described in this Proxy.  Mr. Meeusen’s unvested stock options and stock awards became fully vested effective September 30, 2018.  In addition, Mr. Meeusen was paid the accrued value for outstanding but unvested long-term incentive plan awards as of December 31, 2018.  

 

Mr. Johnson’s and Ms. Smiley’s agreements were signed on December 28, 2018.  Their unvested stock options and stock awards became fully vested effective January 1, 2019.  In addition, they were both paid the accrued value for outstanding but unvested long-term incentive plan awards as of December 31, 2018

 

The values of the items described above are included in the Summary Compensation table and described in detail in the various footnotes to that table, as well as the supporting tables contained in this Proxy.

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Summary Compensation Table

The following table sets forth information concerning compensation earned or paid to each of the NEOs for each of the last three fiscal years in which they were an NEO, as applicable. The NEOs are our principal executive officer, principal financial officer and three other most highly compensated executive officers employed as of December 31, 2018.

Summary Compensation Table for 2018 (all amounts in $)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity

Incentive

Plan Compensation

 

 

Change in

Pension

Value and

 

 

 

 

 

 

 

 

 

Name & Principal Position

 

Year

 

Salary

 

 

Stock

Awards

(1)

 

 

Option

Awards

(2)

 

 

Annual

Bonus

(3)

 

 

LTIP

CASH

(4)

 

 

Non-Qualified

Deferred

Compensation

(5) (7)

 

 

All Other

Compensation

(6)

 

 

Total

 

Richard A. Meeusen —

 

2018

 

 

682,900

 

 

 

1,499,228

 

 

 

1,681,003

 

 

 

477,347

 

 

 

720,392

 

 

 

184,334

 

 

 

52,591

 

 

 

5,297,795

 

Chairman & CEO (8)

 

2017

 

 

663,000

 

 

 

293,131

 

 

 

292,489

 

 

 

821,987

 

 

 

914,580

 

 

 

194,911

 

 

 

57,832

 

 

 

3,237,930

 

 

 

2016

 

 

643,750

 

 

 

286,613

 

 

 

280,536

 

 

 

845,759

 

 

 

678,844

 

 

 

140,771

 

 

 

57,743

 

 

 

2,934,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard E. Johnson —

 

2018

 

 

367,000

 

 

 

354,955

 

 

 

338,556

 

 

 

141,093

 

 

 

189,267

 

 

 

76,480

 

 

 

39,882

 

 

 

1,507,233

 

Sr. Vice President — Finance,

 

2017

 

 

356,300

 

 

 

75,160

 

 

 

74,992

 

 

 

242,957

 

 

 

249,488

 

 

 

81,076

 

 

 

38,937

 

 

 

1,118,910

 

CFO and Treasurer (8)

 

2016

 

 

345,900

 

 

 

76,987

 

 

 

75,396

 

 

 

249,944

 

 

 

186,317

 

 

 

66,437

 

 

 

39,885

 

 

 

1,040,866

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kenneth C. Bockhorst —

 

2018

 

 

525,000

 

 

 

191,258

 

 

 

194,990

 

 

 

293,580

 

 

 

 

 

 

22,430

 

 

 

44,393

 

 

 

1,271,651

 

President

 

2017

 

 

110,417

 

 

 

700,000

 

 

 

 

 

 

96,289

 

 

 

 

 

 

 

 

 

2,140

 

 

 

908,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Horst E. Gras —

 

2018

 

 

351,539

 

 

 

27,908

 

 

 

28,490

 

 

 

83,265

 

 

 

36,679

 

 

 

240,521

 

 

 

25,069

 

 

 

793,471

 

Vice President —

 

2017

 

 

331,527

 

 

 

28,540

 

 

 

28,487

 

 

 

151,816

 

 

 

93,147

 

 

 

207,282

 

 

 

24,741

 

 

 

865,540

 

Intl. Operations (7)

 

2016

 

 

313,644

 

 

 

28,607

 

 

 

28,029

 

 

 

137,318

 

 

 

68,756

 

 

 

45,130

 

 

 

24,179

 

 

 

645,663

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beverly L.P. Smiley

 

2018

 

 

202,600

 

 

 

133,854

 

 

 

133,204

 

 

 

49,566

 

 

 

71,133

 

 

 

127,410

 

 

 

34,163

 

 

 

751,930

 

Vice President —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controller (8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

For all NEO’s, these amounts reflect the grant date fair value of the restricted stock awards made in each respective year, which is determined based on the market price of the shares on the grant date. More details regarding the assumptions made in valuing these awards can be found under the caption “Restricted Stock” in Note 5 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K.  Except for Mr. Bockhorst (in 2017) and the awards described in footnote (8), these awards were made on the first Friday of March in each year. In connection with his appointment as Sr. Vice President Chief Operating Officer on October 11, 2017, Mr. Bockhorst received a one-time equity grant of $700,000 in the form of restricted stock, which vests ratably over a five-year period.  Mr. Meeusen, Mr. Johnson and Ms. Smiley’s 2018 stock award fair values include incremental amounts associated with the award modifications contained in their respective retirement agreements, as described in footnote (8).

(2)

These amounts reflect the grant date fair value of the option awards made in each respective year. The strike price is the closing price of our common stock on the NYSE on the first Friday of March of each year. The assumptions made in valuing the option awards are included under the caption “Stock Options” in Note 5 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K and such information is incorporated herein by reference.   Mr. Meeusen, Mr. Johnson and Ms. Smiley’s 2018 option award fair values include incremental amounts associated with the award modifications contained in their respective retirement agreements, as described in footnote (8).

(3)

“Non-Equity Incentive Plan Compensation - Annual Bonus” amounts represent annual incentive bonuses earned during the year indicated but paid in February of the following year. For example, any bonus earned during 2018 was paid in February of 2019 under the bonus program described in the “Compensation Discussion and Analysis”.

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(4)

Other th an Mr. Meeusen, Mr. Johnson and Ms. Smiley, “Non-Equity Incentive Plan Compensation - LTIP Cash” represents the amount earned for the three-year plan ending as of the year shown under our the LTIP plans, as described in the “Compensation Discussion and Ana lysis”. At the conclusion of each three-year plan, any amounts earned are paid in February of the following year.  For example, amounts earned under our LTIP for the three-year performance period 201 6 -201 8 were paid in February 201 9 .   The 2018 amounts for Mr. Meeusen, Mr. Johnson and Ms. Smiley include amounts earned under the 2017-2019 and 2018-2020 performance periods as a result of the terms of their retirement agreements as described in footnote (8).

(5)

“Change in Pension Value and Non-Qualified Deferred Compensation” includes the 2018 aggregate increase in the actuarial present value of each NEO’s (except Mr. Gras) accumulated benefit under our supplemental pension plans, using the same assumptions and measurement dates used for financial reporting purposes with respect to our audited financial statements. The amounts also include $121,774 for Ms. Smiley related to the 2018 aggregate increase in the actuarial present value of her accumulated benefit under our now terminated defined benefit pension plan.  It also includes $3,833 for Mr. Johnson and $821 for Ms. Smiley, representing earnings on deferred compensation and/or earnings on the non-qualified unfunded executive supplemental plan in excess of 120% of applicable federal long-term rates.

(6)

“All Other Compensation” for 2018 includes the following items:

 

a.

Contributions to the Badger Meter, Inc. Employee Savings and Stock Ownership Plan (ESSOP) for all except Mr. Gras of $4,625 each for the match, and $16,682 each for the defined contribution feature of the Plan. Mr. Gras does not participate in the ESSOP.

 

b.

Dividends on restricted stock of $18,356 for Mr. Meeusen, $5,711 for Mr. Johnson, $10,669 for Mr. Bockhorst and $2,143 for both Mr. Gras and Ms. Smiley.

 

c.

Vehicle usage of $8,661 for Mr. Meeusen, $12,864 for Mr. Johnson, $12,417 for Mr. Bockhorst, $22,926 for Mr. Gras and $10,713 for Ms. Smiley.

 

d.

Club dues for Mr. Meeusen of $4,267.

(7)

Mr. Gras, a German resident and citizen, is paid primarily in Euros. The amounts shown reflect the U.S. dollar equivalent of that currency.  Year-to-year comparisons are affected by changes in the exchange rate. The company, through its European subsidiary, provides benefits similar to those of the other NEOs. The amounts shown for Mr. Gras represent the translated value of the changes in pension liability for each period shown.

(8)

During 2018, retirement agreements were signed with Mr. Meeusen, Mr. Johnson and Ms. Smiley which provided, among other items, for the vesting of their outstanding unvested option and stock awards.  This modification resulted in the re-measurement of their award fair values as of their respective agreement dates.  The 2018 stock and option award figures in the Summary Compensation Table include an incremental fair value of $1,212,342 and $1,388,518 respectively for Mr. Meeusen; $281,402 and $263,557, respectively for Mr. Johnson and $105,946 and $104,714 respectively for Ms. Smiley.  See Grants of Plan-Based Awards for 2018 for further detail. Further, the Non-Equity Incentive Plan Compensation – LTIP Cash figures in the Summary Compensation Table include $353,600 for Mr. Meeusen, $90,667 for Mr. Johnson and $34,453 for Ms. Smiley related to the 2017-2019 and 2018-2020 performance periods.

 

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Grants of Plan-Based Awards

The following table sets forth information regarding all plan-based awards that were granted to the NEOs during 2018, including incentive plan awards (equity-based and non-equity based) and other plan-based awards. Disclosure on a separate line item is provided for each grant of an award made to an NEO during the year. Non-equity incentive plan awards are awards that are not subject to FASB ASC Topic 718 and are intended to serve as an incentive for performance to occur over a specified period. There are no equity incentive-based awards, which are equity awards subject to a performance condition or a market condition as those terms are defined by FASB ASC Topic 718.

Grants of Plan-Based Awards for 2018

 

 

 

 

 

Estimated Future Payouts Under

Non-Equity Incentive Plan

Awards

 

 

All Other

Stock

 

 

All Other

Option

Awards:

 

 

Exercise

 

 

Grant Date

Fair Value of

 

Name

 

Grant

Date

 

Threshold

($)

 

 

Target

($)

 

 

Maximum

($)

 

 

Awards:

Restricted

Shares

(#)

 

 

Securities

Underlying

Options

(#)

 

 

Price of

Option

Awards

($/share)

 

 

Stock and

Option

Awards

($)

 

Richard A. Meeusen

 

Mar 2, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,952

 

 

 

 

 

 

 

 

 

 

 

286,886

 

 

 

Mar 2, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,810

 

 

 

48.20

 

 

 

292,485

 

 

 

Jan 31, 2018

(1)

 

195,000

 

 

 

390,000

 

 

 

780,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jan 31, 2018

(2)

 

341,450

 

 

 

682,900

 

 

 

1,024,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sep 24, 2018

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

22,430

 

 

 

58,873

 

 

 

 

 

 

 

2,600,860

 

Richard E. Johnson

 

Mar 2, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,526

 

 

 

 

 

 

 

 

 

 

 

73,553

 

 

 

Mar 2, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,054

 

 

 

48.20

 

 

 

74,999

 

 

 

Jan 31, 2018

(1)

 

50,000

 

 

 

100,000

 

 

 

200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jan 31, 2018

(2)

 

100,925

 

 

 

201,850

 

 

 

302,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dec 28, 2018

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

5,854

 

 

 

15,471

 

 

 

 

 

 

 

544,959

 

Kenneth C. Bockhorst

 

Mar 2, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,968

 

 

 

 

 

 

 

 

 

 

 

191,258

 

 

 

Mar 2, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,540

 

 

 

48.20

 

 

 

194,990

 

 

 

Jan 31, 2018

(1)

 

130,000

 

 

 

260,000

 

 

 

520,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jan 31, 2018

(2)

 

210,000

 

 

 

420,000

 

 

 

630,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Horst E. Gras

 

Mar 2, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

579

 

 

 

 

 

 

 

 

 

 

 

27,908

 

 

 

Mar 2, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,540

 

 

 

48.20

 

 

 

28,490

 

 

 

Jan 31, 2018

(1)

 

19,000

 

 

 

38,000

 

 

 

76,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jan 31, 2018

(2)

 

59,560

 

 

 

119,120

 

 

 

178,681