Kimberly K. Stoll
BADGER METERAbout Kimberly K. Stoll
Kimberly K. Stoll is Vice President – Sales and Marketing at Badger Meter, Inc. and has served in this role since February 2012; she previously served as Vice President – Marketing from April 2009 to February 2012 . She is 58 years old as of February 28, 2025 . Company performance metrics tied to executive pay show multi‑year improvement in EBITDA and net income alongside strong TSR outperformance versus peers during the most recent years disclosed .
Company performance snapshot (disclosed in Pay vs. Performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | 172.43 | 245.82 | 339.87 |
| Net Income ($000s) | 66,496 | 92,598 | 124,942 |
| EBITDA ($000s) | 113,405 | 146,029 | 190,072 |
Past Roles
| Organization | Role | Years | Source |
|---|---|---|---|
| Badger Meter, Inc. | Vice President – Sales and Marketing | Feb 2012 – Present | |
| Badger Meter, Inc. | Vice President – Marketing | Apr 2009 – Feb 2012 |
External Roles
No external public company directorships or roles were disclosed for Ms. Stoll in the company’s 2025 proxy statement or 2024 Form 10-K executive officer section .
Fixed Compensation
Summary Compensation (NEO table values; $)
| Year | Salary | All Other Compensation | Total |
|---|---|---|---|
| 2022 | 275,000 | 43,475 | 718,734 |
| 2023 | 290,000 | 49,370 | 760,197 |
| 2024 | 310,000 | 53,440 | 832,717 |
2024 “All Other Compensation” detail (select items; $)
| Item | Amount |
|---|---|
| ESSOP match | 5,750 |
| Defined contribution feature (plan contribution) | 20,778 |
| Dividends on restricted stock upon vesting | 1,520 |
| Vehicle allowance | 15,462 |
| Supplemental Long Term Disability premiums (taxable) | 7,680 |
| Financial planning assistance (taxable) | 2,250 |
Governance and pay practices
- Clawback policy covers cash and equity; recoupment for restatements and potential misconduct-related harms .
- No excise tax gross‑ups; double‑trigger change‑in‑control protections; no single‑trigger severance .
- Hedging, short sales, margin and pledging of company stock prohibited for executives and directors .
Performance Compensation
Annual bonus program design (company-wide plan for NEOs)
| 2024 Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Metric Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 146.7 | 158.4 | 170.1 | 191.5 | 200% |
| Absolute Free Cash Flow ($mm) | 50% | 95.0 | 106.0 | 116.0 | 142.2 | 200% |
| Combined payout (NEOs) | — | — | — | — | — | 200% |
Ms. Stoll’s 2024 annual bonus opportunity and payout ($)
| Threshold | Target | Maximum | 2024 Actual Paid |
|---|---|---|---|
| 69,750 | 139,500 | 279,000 | 279,000 |
Long‑Term Incentive Plan (PSUs and RSAs)
- 2024 LTIP mix for non‑CEO NEOs increased to 60% PSUs / 40% RSAs (greater performance emphasis) .
- PSU metrics and vesting: 50% Adjusted Free Cash Flow Conversion, 50% ROIC; 3‑year performance period; vest at 50%/100%/200% for threshold/target/maximum; cliff vest at end of period .
- RSA vesting: ratable over 3 years; dividends accrue and are paid upon vesting .
PSU performance (2022–2024 cycle)
| Metric | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Result |
|---|---|---|---|---|---|
| Free Cash Flow Conversion (%) | 100.0 | 112.5 | 125.0 | 111.6 | Below Target |
| ROIC (%) | 14.5 | 17.0 | 19.5 | 28.9 | Maximum |
| Combined vesting outcome | — | — | — | — | 148.1% of target |
Ms. Stoll’s 2024 LTIP grants (shares and fair values)
| Award Type | Threshold (#) | Target (#) | Maximum (#) | RSAs (#) | Grant‑Date Fair Value ($) | Notes |
|---|---|---|---|---|---|---|
| PSUs (3/1/2024) | 334 | 668 | 1,336 | — | 106,827 | 3‑yr cliff; performance‑based |
| RSAs (3/1/2024) | — | — | — | 444 | 71,004 | 3‑yr ratable vesting |
2024 vesting/realization
| Item | Shares/Vesting | Value |
|---|---|---|
| Shares acquired on vesting (RSAs/PSUs) | 1,761 shares in 2024 | $283,896 (at vesting‑date prices) |
Equity Ownership & Alignment
Beneficial ownership and components (as of Feb 28, 2025)
| Category | Shares |
|---|---|
| Direct ownership | 2,250 |
| ESSOP (Employee Savings and Stock Ownership Plan) | 6,342 |
| Restricted stock (unvested) | 1,184 |
| Stock options exercisable (within 60 days) | 5,180 |
| PSUs vesting within 60 days | 1,123 |
| Shared with spouse | 427 |
| Total beneficial ownership | 16,506 (0.1%) |
Outstanding equity awards (12/31/2024)
| Instrument | Quantity | Exercise Price | Expiration | Vesting Status |
|---|---|---|---|---|
| Stock options | 1,217 | $48.20 | 3/2/2028 | 20%/yr; 10‑yr life |
| Stock options | 1,648 | $59.85 | 3/1/2029 | 20%/yr; 10‑yr life |
| Stock options | 1,852 (exercisable) | $63.04 | 3/6/2030 | 20%/yr; 10‑yr life |
| Stock options | 463 (unexercisable) | $63.04 | 3/6/2030 | 20%/yr; 10‑yr life |
| RSAs unvested | 1,184 | — | — | 3‑yr ratable |
| PSUs unearned (unvested) | 3,919 | — | — | 3‑yr cliff; shown at 200% for remaining cycles |
| Market value of unvested RSAs | — | — | — | $251,150 (at $212.12) |
| Market value of unearned PSUs | — | — | — | $831,213 (at $212.12) |
Ownership alignment and policies
- Executive stock ownership guideline: 2x base salary (CEO: 3x); expected within 6 years; as of 12/31/2024, all execs either met/exceeded or were within window .
- Hedging and pledging prohibited; no holding in margin accounts .
- No stock option grants since March 2020 (reduces option‑related selling pressure risk) .
Insider trading/filing notes
- Section 16(a) PSUs earned for 2021–2023 cycle were filed late (company oversight) and corrected on March 6, 2024; this included Ms. Stoll .
Employment Terms
Key Executive Employment and Severance Agreement (KEESA)
- Structure: double‑trigger (change‑in‑control plus qualifying termination) .
- Severance multiple (non‑CEO executives): 2x salary and annual incentive target, plus 2 years of benefits; 6‑month non‑compete applies post‑termination if severance received .
- 280G cutback/best‑net approach (no excise tax gross‑up) .
Illustrative change‑in‑control payout for Ms. Stoll (if triggered at 12/31/2024; $)
| Component | Amount |
|---|---|
| Salary and incentives | 899,000 |
| Unvested options + restricted stock (intrinsic/market) | 320,174 |
| Unvested PSUs (market; 148.1% for 2022–24, 100% for 2023–26/2024–26 assumed) | 534,669 |
| Retirement benefits | 32,955 |
| Welfare and other benefits | 99,271 |
| Total | 1,886,069 |
Retirement and deferred comp
| Plan | Years of Credited Service | Present Value of Accumulated Benefit ($) |
|---|---|---|
| Non‑Qualified Supplemental Retirement Plan | 16.4 | 55,466 |
Compensation Structure Analysis
- Increased performance‑based equity weight (non‑CEO NEOs from 50% PSUs/50% RSAs to 60%/40% in 2024) elevates at‑risk, performance‑contingent pay for Ms. Stoll .
- 2024 annual bonus metrics (Adjusted EBITDA and Absolute Free Cash Flow) paid at 200% of target on both measures; Ms. Stoll realized the plan maximum of $279,000, consistent with formulaic outcomes and no discretionary adjustments .
- No option repricings; no options granted since March 2020; equity cadence uses 10‑day average price to determine shares for predetermined grant values, with grants in open trading windows .
- Clawback policy applies to cash and equity; hedging/pledging prohibitions enhance alignment .
Compensation & Incentives (Multi‑Year View)
Ms. Stoll’s compensation mix and outcomes (selected elements; $)
| Year | Stock Awards (Grant‑Date Fair Value) | Annual Bonus (Paid following year) | Total Compensation |
|---|---|---|---|
| 2022 | 147,894 | 143,440 | 718,734 |
| 2023 | 180,704 | 232,000 | 760,197 |
| 2024 | 177,831 | 279,000 | 832,717 |
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑pay approval at 2024 annual meeting: ~92% “FOR,” supporting the company’s pay‑for‑performance program .
- Compensation peer group used for benchmarking (2024): Brady; CTS; Douglas Dynamics; Enerpac Tool Group; ESCO Technologies; The Gorman‑Rupp Company; Helios Technologies; Itron; Kadant; Lindsay; Mirion Technologies; Mueller Water Products; Standex; Strattec Security; Watts Water Technologies; Zurn Elkay Water Solutions .
- Ongoing shareholder outreach covers compensation and governance; Board disclosed specific governance enhancements in response to feedback .
Risk Indicators & Red Flags
- Related‑party transactions: none in 2024 .
- Hedging/pledging prohibited; robust stock ownership guidelines (2x salary for executives; CEO 3x) .
- Clawback policy in place; no excise tax gross‑ups; double‑trigger CIC only .
- Section 16(a) Form 4s for PSUs earned were filed late across several NEOs (including Ms. Stoll) but subsequently corrected; no other delinquent reports noted for 2024 .
Equity Ownership & Potential Selling Pressure
Near‑term vesting/exercisability and supply indicators
| Item | Quantity/Status | Implication |
|---|---|---|
| PSUs vesting within 60 days of 2/28/2025 | 1,123 shares | Potential taxable event and associated sales for tax withholding |
| RSAs unvested | 1,184 shares at 12/31/2024 | Ratable vesting over 3 years; ongoing small release cadence |
| Options exercisable | 5,180 shares; strikes $48.20/$59.85/$63.04; expirations 2028–2030 | Deep in‑the‑money optionality; long‑dated; limited immediate expiry pressure |
Employment Terms (Key Points)
- Double‑trigger CIC; non‑CEO executives receive 2x salary and target bonus plus benefits; 6‑month non‑compete .
- KEESA payout illustration for Ms. Stoll (as of 12/31/2024): $1.89 million total .
- Clawback applies to both annual bonus and LTIP; hedging/pledging prohibited .
Investment Implications
- Alignment: Strong pay‑for‑performance design (200% formulaic annual bonus payout; 3‑year ROIC/FCF‑based PSUs) and strict ownership/hedging/pledging policies signal high alignment, with say‑on‑pay support at ~92% .
- Retention: Double‑trigger CIC protections (2x multiple), multi‑year vesting (RSAs/PSUs), and long‑dated in‑the‑money options reduce near‑term retention risk for Ms. Stoll .
- Selling pressure: Modest, programmatic supply from RSA ratable vesting and PSU cliff events (1,123 PSUs within 60 days of 2/28/2025), with no recent option grants since March 2020 and long‑dated expirations tempering option‑related sales .
- Governance risk: No related‑party transactions; no tax gross‑ups; robust clawback. The 2024 Section 16 timing oversight (corrected) is a minor procedural flag but not economically material .