Melanie K. Cook
BADGER METERAbout Melanie K. Cook
Melanie K. Cook (age 52; BMI director tenure 3 years) is the retired Chief Operating Officer of GE Appliances (2017–2021) with prior roles including Vice President Sourcing (2014–2017) and positions within General Electric’s Corporate Audit Staff. She is independent, serves on BMI’s Audit & Compliance Committee, and has been designated by the Board as an “audit committee financial expert.” She also currently serves as a director of Commercial Vehicle Group (CVG).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Appliances (a Haier company) | Chief Operating Officer | 2017–2021 | Global P&L leadership; product lifecycle management; digitization; end-to-end supply chain; global sourcing; finance/audit experience |
| GE Appliances | Vice President, Sourcing | 2014–2017 | Global sourcing leadership; supply chain optimization |
| General Electric (Corporate) | Corporate Audit Staff; multiple roles | Not disclosed | Finance/audit rigor; cross-business exposure |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Commercial Vehicle Group (CVG) | Director | Current (not dated) | Public company board; industrial/transport segment exposure |
Board Governance
- Independence: Board determined Cook is independent under NYSE and company standards; Audit Committee members meet additional NYSE independence standards.
- Committee assignments: Audit & Compliance Committee member (Chair: Xia Liu); Cook is one of two designated audit committee financial experts.
- Attendance & engagement: 2024 Board meetings held—4 regular + 1 special; independent sessions followed each regular meeting. Cook’s meeting attendance is disclosed as 100%.
- Lead Independent Director: Glen E. Tellock (Cook is not Lead Director).
- Shareholder engagement: Company engaged holders of over 10 million shares (~35%).
Committee Detail (Melanie K. Cook)
| Committee | Role | 2024 Meetings | Notable Responsibilities |
|---|---|---|---|
| Audit & Compliance | Member; Audit Committee Financial Expert | 6 | Oversees financial reporting, auditor selection/independence, internal controls, ethics/compliance, ERM including cybersecurity; pre-approves audit services. |
| Board | Independent Director | 4 regular + 1 special | 100% attendance; participates in executive sessions (independent directors). |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $64,000 | Standard non-employee director retainer; committee chair and Lead Director fees not applicable to Cook (she is not a chair or Lead Director). |
| Committee chair fees | $0 | Audit Chair ($10,000), Compensation Chair ($7,000), Governance Chair ($5,000) apply to chairs only. |
| Lead Director fee | $0 | Lead Director received $12,000; Cook is not Lead Director. |
| Reimbursements | As incurred | Travel/lodging/meal expenses reimbursed per policy. |
Performance Compensation
| Equity Grant (2024) | Grant Value | Structure | Notes |
|---|---|---|---|
| Annual director stock grant | $83,964 | Time-based stock grant | Target grant sized at $80,000 using 10-day average price ($176.81), granted April 29, 2024 at closing price $185.76; total reported grant value $83,964. |
Directors do not participate in incentive plans or pensions, and receive no perquisites beyond disclosed reimbursements.
Company Performance Metrics (context for governance and pay-for-performance culture overseen by the Board)
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| 2024 Adjusted EBITDA ($mm) | $146.7 | $158.4 | $170.1 | $191.5 | 200% (metric) |
| 2024 Absolute Free Cash Flow ($mm) | $95.0 | $106.0 | $116.0 | $142.2 | 200% (metric) |
| LTIP Metric (2022–2024) | Threshold | Target | Maximum | Actual | Vesting Result |
|---|---|---|---|---|---|
| Free Cash Flow Conversion (%) | 100.0% | 112.5% | 125.0% | 111.6% | Contributes to 148.1% blended vesting |
| ROIC (%) | 14.5% | 17.0% | 19.5% | 28.9% | Contributes to 148.1% blended vesting |
Other Directorships & Interlocks
| Entity | Relationship to BMI | Interlock/Conflict Notes |
|---|---|---|
| Commercial Vehicle Group (CVG) | External board where Cook serves as director | No related-party transactions involving directors disclosed for 2024; Board policies govern related-person transactions. |
Expertise & Qualifications
- Executive leadership; manufacturing operations; M&A; global business exposure; finance/accounting; legal/risk/governance; technology/software—all reflected in the Board’s skills matrix for Cook.
- Audit Committee Financial Expert designation (SEC-defined).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Melanie K. Cook | 1,791 | <0.1% | As of Feb 28, 2025; beneficial ownership includes shares acquirable within 60 days; no phantom unit holdings disclosed for Cook. |
- Director stock ownership guideline: 4× annual retainer, to be met within 5 years of first election; all non-employee directors either met or are within window as of Feb 28, 2025. Hedging/pledging/margin holding prohibited.
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) filings | No delinquent filings named for Cook | Company disclosed certain late filings for PSUs earned by several insiders; Cook not listed. |
Related-Party Transactions and Conflicts
- The company disclosed no related person transactions in 2024 and none currently proposed; Board has formal policies and thresholds ($120,000) for review/approval.
Director Compensation Structure Analysis
- Mix: Cash retainer ($64,000) plus annual stock grant (reported value $83,964) indicates balanced cash/equity with stronger alignment to equity.
- 2025 adjustments (market alignment): Stock grant increased to $100,000; chair fees increased (Audit to $15,000; Compensation to $10,000; Governance to $6,000); Lead Director fee increased to $15,000; retainer unchanged.
- Shareholder oversight: Say-on-Pay support (executive comp) at ~92% in 2024 signals favorable investor view of compensation governance.
Governance Assessment
- Strengths: Independence; 100% attendance; Audit Committee Financial Expert; service on a single other public board (manageable time commitments per refreshed governance guidelines); robust related-party and hedging/pledging prohibitions; director ownership guidelines.
- Oversight quality: Active Audit & Compliance Committee role with six meetings; direct involvement in auditor oversight, internal controls, ERM including cybersecurity; Audit Committee report signed by Cook.
- Investor confidence signals: Clear pay-for-performance architecture overseen by Board (EBITDA, FCF; ROIC, FCF conversion); strong TSR and ongoing dividend increases reflected in Pay vs Performance disclosure.
- Potential red flags: None disclosed for Cook—no related-party exposure; not named in delinquent Section 16 filings; not over-boarded per updated limits.
Overall, Melanie K. Cook’s operational depth and audit/finance credentials, coupled with full attendance and independence, are supportive of board effectiveness and investor confidence; no conflicts or alignment red flags are disclosed.