James F. Stern
BADGER METERAbout James F. Stern
James F. Stern is an independent director of Badger Meter, Inc. (BMI), age 62, with nine years of board tenure and 100% meeting attendance in 2024 . He is Executive Vice President, General Counsel and Secretary at A. O. Smith Corporation (since 2007), with more than 35 years of experience in management, corporate governance, strategy, government affairs and M&A, and water industry leadership roles including the Water Quality Association and The Water Council . The board has determined he is independent under NYSE standards; independent directors also hold closed sessions after each regular board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A. O. Smith Corporation | Executive Vice President, General Counsel & Secretary | Since 2007 | Chairs AOS global water treatment steering committee focused on strategy, expansion and alignment |
| Water Quality Association | Board of Governors; past president | Not disclosed | Industry governance and standards leadership |
| The Water Council | Former Chair; current member | Not disclosed | Sector ecosystem leadership in water technology |
External Roles
| Organization Type | Organization | Position | Public Company Board? |
|---|---|---|---|
| Employer (Public Company) | A. O. Smith Corporation | EVP, General Counsel & Secretary | Not a director of AOS (officer role) |
| Non-profit/Industry | Water Quality Association | Board of Governors; past president | No |
| Non-profit/Industry | The Water Council | Former Chair; current member | No |
| Other Public Company Boards | — | — | 0 (as reported by BMI) |
Board Governance
- Committee memberships (2024): Audit & Compliance; Corporate Governance & Sustainability; not a committee chair .
- Board independence status: Independent; board majority independent; categorical standards annually reviewed .
- Attendance and engagement: 100% meeting attendance in 2024; Board held four regular and one special meeting; independent director sessions after each regular meeting; all directors attended 2024 Annual Meeting .
- Lead Independent Director: Glen E. Tellock; BMI combines Chair/CEO, with defined lead director responsibilities and a three-year term .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 4 regular + 1 special |
| Audit Committee meetings | 6 | 6 |
| Governance Committee meetings | 2 | 2 |
| Stern’s Board attendance | 100% | 100% |
| Independence (Stern) | Yes | Yes |
Fixed Compensation
Director pay is a mix of cash retainer and annual common stock grants. Stern is not a committee chair or lead director, so his cash fees reflect the base retainer.
| Component ($) | 2023 | 2024 | 2025 Planned |
|---|---|---|---|
| Cash retainer | $60,000 | $64,000 | $64,000 (retainer unchanged) |
| Equity grant (fair value) | $78,107 | $83,964 | $100,000 (approved increase) |
| Total | $138,107 | $147,964 | $164,000 (calculated from policy changes) |
Notes:
- 2024 stock grant mechanics: Directors receive common stock not RSUs; grant sized at $80,000 using 10-day average price ($176.81), with grant date closing price of $185.76 on April 29, 2024 .
- 2025 changes: Equity grant increased to $100,000; committee chair fees increased; lead director fee increased; base retainer unchanged .
Performance Compensation
Directors do not participate in incentive or pension plans and receive no perquisites beyond reimbursed travel; compensation is limited to cash retainer and an annual common stock grant .
| Performance-Linked Element | Applies to Directors? | Details |
|---|---|---|
| Annual/long-term bonus plans | No | Not applicable |
| Option awards | Not part of director pay programs; director equity is common stock grants | Not applicable |
| Perquisites | No | Only reimbursed travel/lodging/meals |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None |
| Compensation committee interlocks | None at BMI (company-wide disclosure) |
| Sector overlap | Executive at A. O. Smith (water heating/treatment) while BMI is water metering/management; no related party transactions disclosed |
Expertise & Qualifications
- Legal, governance, M&A, government affairs, and international experience; deep water industry background through A. O. Smith and sector organizations .
- Skills matrix indicates legal/risk/governance, manufacturing operations, global business, technology/software, and M&A competencies .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Feb 28, 2025 | 9,732 | <0.1% | Beneficial ownership includes exercisable options and PSUs vesting within 60 days, if any |
Stock Ownership Guidelines and Restrictions:
- Non-employee directors must own at least 4× the annual board retainer within five years of election; as of Feb 28, 2025, all directors met or were within the window .
- Hedging and pledging of BMI stock are prohibited for directors; margin accounts not allowed .
Insider Trades
| Date | Type | Instrument | Price/Share | Source |
|---|---|---|---|---|
| Apr 28, 2025 | Acquisition (non-open market, annual director grant) | BMI common stock | $215.78 | SEC Form 4 filing index |
Non-employee directors receive their annual stock grant on the first business day following the Annual Meeting, as reflected in Form 4 disclosures .
Governance Assessment
- Alignment and independence: Stern is an independent director with 100% attendance, serving on Audit and Governance committees—roles central to financial integrity and board effectiveness . The board’s policies prohibit director hedging/pledging and require meaningful ownership, supporting alignment .
- Compensation mix: Equity comprises a majority of Stern’s director pay (2024 equity $83,964 vs. cash $64,000), and 2025 increases further tilt toward stock, enhancing shareholder alignment .
- Conflicts and interlocks: Despite industry adjacency via A. O. Smith, BMI discloses no related person transactions in 2024; company policies require pre-approval and limit such transactions, mitigating conflict risk . No compensation committee interlocks are disclosed .
- Board structure: Combined Chair/CEO is balanced by a formal Lead Independent Director role and frequent independent sessions; committee meeting cadence (Audit 6; Governance 2) indicates structured oversight .
RED FLAGS
- None disclosed: No related party transactions, hedging/pledging prohibited, full attendance, and no public company interlocks .
WATCHPOINTS
- Sector overlap: Continued monitoring for any transactions or strategic partnerships involving A. O. Smith that could introduce related-party exposure; current disclosures show none .
- Compensation trends: 2025 equity grant increase to $100,000 raises alignment but warrants ongoing benchmarking versus NACD data for pay inflation risk .