Henry F. Brooks
BADGER METERAbout Henry F. Brooks
Independent director of Badger Meter, Inc. (BMI); age 65 with ~3 years of board tenure. He is President – Power & Controls at Collins Aerospace (an RTX company) since 2020, following a 40-year career across United Technologies, Collins Aerospace, and Raytheon Technologies in engineering, operations, and business unit leadership. Core credentials emphasized by BMI include executive leadership, global operations, M&A execution, software/product planning, cybersecurity, and customer alliance building. He is independent, recorded 100% meeting attendance in 2024, and serves on the Compensation & Human Resources Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Collins Aerospace (RTX) | President – Power & Controls | 2020–present | Leads a global P&L with emphasis on long-term product/software planning, M&A execution, cybersecurity, and talent development |
| United Technologies / Collins Aerospace / Raytheon Technologies | Leadership roles in engineering, operations, and business unit management | ~1980s–2020 | Progressive leadership across aerospace, defense, and industrial sectors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company directorships | None | — | BMI reports 0 other public boards for Brooks |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under NYSE and company standards; Audit and Compensation Committee members meet heightened NYSE independence standards. Brooks is independent.
- Committees and 2024 meetings:
- Compensation & Human Resources Committee (member; Chair: Todd A. Adams) – 3 meetings in 2024.
- Audit & Compliance Committee – Brooks is not listed as a member; 6 meetings in 2024.
- Corporate Governance & Sustainability Committee – Brooks is not listed as a member; 2 meetings in 2024.
- Attendance and engagement: The Board held 4 regular and 1 special meeting in 2024; 100% attendance reported for all directors; independent director-only sessions followed each regular meeting; all directors attended the 2024 annual meeting.
- Shareholder outreach: In 2024, BMI engaged investors holding >10 million shares (~35% of outstanding) and added disclosure on board refreshment and outside board limits (non-executive directors capped at 4 public boards).
- Say-on-pay: 92% approval at the 2024 annual meeting; Compensation Committee considers this feedback in program design.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $64,000 | Standard for non-employee directors serving full year |
| Lead Director fee | — | Not applicable to Brooks (Lead Director fee was $12,000 in 2024) |
| Committee chair fees | — | Not applicable to Brooks (chairs received: Audit $10,000; Compensation $7,000; Governance $5,000) |
| Fees earned (reported) | $64,000 | Brooks’ 2024 cash fees per Director Compensation table |
Forward-looking 2025 changes (Board-approved): Annual stock grant increased to $100,000 (from $80,000); Lead Director fee increased to $15,000; Chair fees increased (Audit $15,000; Compensation $10,000; Governance $6,000); retainer unchanged.
Performance Compensation
| Element | 2024 Value | Structure | Vesting/Performance Metrics |
|---|---|---|---|
| Annual stock award | $83,964 | Annual stock grant valued at $80,000; number of shares based on 10-day average price of $176.81; grant-date closing price $185.76 determines grant date fair value | Non-employee directors do not participate in incentive plans; equity is not performance-based; no options granted |
Additional notes:
- No director meeting fees, options, pensions, or perquisites; directors may defer fees into a stock/cash account under the Deferred Compensation Plan (paid in cash on distribution).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Compensation Committee interlocks | None reported (company-wide disclosure) |
Expertise & Qualifications
- Skills matrix (as identified by BMI): Executive Leadership; Global Business; M&A; Sales & Marketing; Manufacturing Operations; Technology/Software; Legal/Risk/Governance. Finance/Accounting and Utility/Water sector are not marked for Brooks.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent Outstanding | As of |
|---|---|---|---|
| Henry F. Brooks | 1,791 | <0.1% | Feb 28, 2025 |
Policy alignment and restrictions:
- Stock ownership guidelines: Non-employee directors must hold ≥4× annual retainer within 5 years of joining; as of Feb 28, 2025, all NEDs met or are within the compliance window.
- Hedging/pledging prohibited for directors; holding BMI stock in margin accounts is prohibited.
Insider Trades
| Date (reported/action) | Form | Transaction Type | Price/Share | Source |
|---|---|---|---|---|
| Apr 29, 2025 (action Apr 28, 2025) | Form 4 | Stock Award (Director annual grant) | $215.78 | https://finance.yahoo.com/quote/BMI/insider-roster/ • https://uk.finance.yahoo.com/quote/BMI/insider-transactions/ • https://www.sec.gov/Archives/edgar/data/1880039/000095017025060290/0000950170-25-060290-index.htm |
Note: Market data pages reflect Form 4 filings and list Brooks’ April 2025 stock award; the SEC index link provides the official filing.
Governance Assessment
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Strengths
- Independence and attendance: Brooks is independent and recorded 100% meeting attendance; board regularly holds independent director sessions, indicating robust oversight.
- Relevant operating expertise: Deep industrial/aerospace operating background maps to BMI’s emphasis on manufacturing operations, technology/software, cybersecurity, and M&A—supportive for compensation and talent oversight.
- Clean related-party profile: BMI reports no related person transactions in 2024; prohibitions on hedging/pledging reduce alignment risks.
- Compensation governance: Compensation Committee of independent directors (Brooks is a member); engages an independent consultant (WTW) with independence affirmed; applies clawback provisions to executive incentive plans.
- Shareholder support and engagement: 92% say-on-pay approval; outreach to holders of ~35% of shares; enhanced governance disclosures on refreshment and overboarding limits.
-
Watch items
- External executive role/time demands: Brooks is a sitting business unit president at Collins Aerospace; while BMI’s policy limits non-executive directors to 4 public boards (Brooks serves on 1 total), ongoing assessment of time commitments remains prudent.
- Sector adjacency: No direct water-utility/water-sector experience marked in skills matrix; however, broad industrial and technology expertise may sufficiently cover oversight needs.
-
RED FLAGS: None identified
- No related-party transactions; no hedging/pledging; no option repricings; Compensation Committee interlocks not present; full attendance.