James W. McGill
BADGER METERAbout James W. McGill
James W. McGill (age 69) is an independent director of Badger Meter, Inc. (BMI) with five years of board tenure. He is a retired Eaton Corporation executive, having served as President–Electrical Products Group (2013–2015), President–Electrical Sector Americas (2015–2017), and previously in global roles including Chief Human Resources Officer, bringing deep expertise in human capital, continuous improvement, and corporate governance. He currently serves on the board of Powell Industries and recorded 100% attendance at BMI board meetings, with BMI’s board also holding independent director executive sessions after each regular meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation | President – Electrical Products Group | 2013–2015 | Led a global power management products business; governance and operational leadership emphasis |
| Eaton Corporation | President – Electrical Sector Americas | 2015–2017 | Oversaw the Americas segment; strategic operations, continuous improvement |
| Eaton Corporation | Chief Human Resources Officer (prior role) | Not disclosed | Global HR leadership; talent development and corporate governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Powell Industries (NYSE: POWL) | Director | Current (not dated) | Not disclosed in BMI proxy |
Board Governance
- Independence: The board determined McGill is independent under NYSE standards and BMI’s categorical independence criteria; both the Compensation and Audit Committee members meet additional NYSE independence standards (McGill sits on Compensation, not Audit).
- Committees:
- Compensation & Human Resources Committee – Member; met 3 times in 2024; scope includes executive and director pay, stock plans, succession, and talent oversight. Chair: Todd A. Adams.
- Corporate Governance & Sustainability Committee – Member; met 2 times in 2024; scope includes nominations, director performance, ESG oversight, governance principles, and board effectiveness assessments. Chair: Glen E. Tellock.
- Attendance: 100% meeting attendance; board held four regular and one special meeting in 2024; all directors attended the 2024 annual meeting; independent executive sessions held after each regular meeting.
- Lead Independent Director: Glen E. Tellock (3-year term structure); robust responsibilities including agenda collaboration, performance evaluation of Chair/CEO, and presiding over independent sessions.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 64,000 | Standard non-employee director retainer |
| Committee chair fees | — | McGill is not a chair; Audit $10k, Compensation $7k, Governance $5k apply to chairs only |
| Lead Director fee | — | Applies to Lead Director ($12k in 2024), not McGill |
| Equity grant (grant-date value) | 83,964 | Annual director stock grant (target $80,000; 10-day avg price $176.81; grant date close $185.76) |
| Total (2024) | 147,964 | Fees earned + stock awards |
- 2025 board-approved changes: annual director stock grant increased to $100,000; chair fees increased (Audit to $15k; Compensation to $10k; Governance to $6k); Lead Director fee increased to $15k; cash retainer unchanged.
Performance Compensation
- Directors do not participate in performance-based incentive or pension plans at BMI; no meeting fees; compensation is limited to retainers and annual equity grants, with reimbursement of reasonable expenses.
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| Powell Industries | Director | No related-party transactions involving BMI and related persons in 2024; committee interlocks/insider participation: none. |
Expertise & Qualifications
- Executive Leadership; Global Business; M&A; Sales & Marketing; Manufacturing Operations; Legal/Risk/Governance (as mapped in BMI’s board skills matrix).
- Sector experience: Global power management (Eaton), relevant to industrial operations and continuous improvement; human resources leadership and governance focus.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Common Stock | Notes |
|---|---|---|---|
| James W. McGill | 6,236 | <0.1% | As of Feb 28, 2025; beneficial owner definition includes voting/investment power; no phantom unit footnote for McGill. |
| Director ownership guidelines | 4x annual retainer | — | All non-employee directors met guideline or are within the five-year window; hedging/pledging prohibited. |
Governance Assessment
-
Strengths:
- Independent director with 100% attendance and dual-committee engagement (Compensation; Governance & Sustainability), signaling active oversight of pay practices, talent, nominations, and ESG.
- No related-party transactions and no compensation committee interlocks; robust categorical independence standards and prohibitions on hedging/pledging improve alignment.
- Director equity mix (cash + annual stock) creates ownership alignment; group compliance with ownership guidelines (4x retainer).
- Board holds executive sessions of independent directors and has a defined Lead Independent Director role with substantive responsibilities.
-
Watch items:
- Combined Chair/CEO structure at BMI (with active Lead Director oversight) warrants continued monitoring of board independence and agenda-setting; not specific to McGill but relevant to governance efficacy.
- Director time-commitment/limits addressed in Principles of Corporate Governance; Board added explicit outside board limits (exec directors ≤2; non-exec directors ≤4) after shareholder outreach—monitor McGill’s total commitments (currently one public board outside BMI).
-
Shareholder sentiment and pay practices context:
- Say-on-Pay support ~92% in 2024, indicating investor confidence in compensation governance; Compensation Committee uses an independent consultant, applies clawbacks, prohibits tax gross-ups, and avoids single-trigger CIC—positive for overall governance environment in which McGill serves.
Committee Assignments Summary (McGill)
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Compensation & Human Resources | Member | 3 | Exec/director pay, stock plans, succession/talent, compensation risk |
| Corporate Governance & Sustainability | Member | 2 | Nominations, board performance, ESG oversight, governance principles |
Director Compensation Mix (McGill, 2024)
| Cash Retainer ($) | Equity Grant ($) | Equity % of Total |
|---|---|---|
| 64,000 | 83,964 | 56.7% (computed from disclosed totals) |
No performance metrics, options, or pension benefits apply to directors; equity grants are fixed-value annual stock awards determined by board policy (10-day price methodology).
Related-Party and Conflicts
- 2024 related-person transactions: none; policies require Governance Committee pre-approval and board disclosure for any related-party dealings exceeding thresholds.
Attendance and Engagement
- Board: 4 regular + 1 special meetings; executive sessions after each regular meeting of independent directors; McGill attended 100%.
Ownership Alignment Practices
- Director stock ownership guideline: 4x retainer; compliance achieved or within window across all non-employee directors; hedging/pledging prohibited.