Robert A. Wrocklage
BADGER METERAbout Robert A. Wrocklage
Senior Vice President and Chief Financial Officer of Badger Meter, Inc. since January 1, 2019 (promoted to SVP–CFO in January 2020). Previously VP–Finance (Aug–Dec 2018), after 10 years at Actuant/Enerpac in corporate and business unit finance roles; began career at Arthur Andersen and Deloitte; Certified Public Accountant. Age 45 as of February 28, 2024 per the company’s executive officer roster. Company performance during his tenure shows strong multi-year growth and pay-for-performance alignment: revenues grew from ~$425.5M (FY2019) to ~$826.6M (FY2024) and EBITDA rose from ~$86.0M to ~$190.1M; TSR value of an initial $100 investment reached $339.87 in 2024 versus peer group $171.52 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Actuant Corporation (now Enerpac Tool Group) | Vice President – Corporate Controller and Chief Accounting Officer; prior corporate/business unit finance roles | ~10 years | Led corporate controllership and accounting; finance leadership across segments supporting operating discipline and governance |
| Arthur Andersen; Deloitte & Touche LLP | Audit (Milwaukee practice) | Not disclosed | Foundation in audit and financial reporting; CPA credential |
External Roles
- Not disclosed in company filings.
Fixed Compensation
Base Salary and Annual Bonus (NEO Summary – CFO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 368,000 | 405,000 | 450,000 |
| Target Bonus % of Salary | — | — | 70% (CFO target level) |
| Annual Bonus Paid ($) | 263,930 | 526,500 | 630,000 (200% payout) |
2024 Annual Bonus Design and Outcomes
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 146.7 | 158.4 | 170.1 | 191.5 | 200% |
| Absolute Free Cash Flow ($M) | 95.0 | 106.0 | 116.0 | 142.2 | 200% |
| Blended NEO Bonus Payout | — | — | — | — | 200% |
2024 Equity Grants (Grant-Date Fair Value)
| Instrument | Grant Date | Shares/Units (#) | Fair Value ($) |
|---|---|---|---|
| Restricted Stock (RSA) | 3/1/2024 | 1,614 | 258,111 |
| Performance Share Units (PSU, 60% of LTIP for NEOs) | 3/1/2024 | Target 2,422; Max 4,844 | 387,326 |
| Total Stock Awards (RSA+PSU) | — | — | 645,437 |
- Base salary increases for 2024 were approved Nov 9, 2023; CFO increase 11% reflecting contributions to record results .
- No discretionary bonus adjustments; payout derived entirely from formulaic performance .
Performance Compensation
LTIP Structure and Metrics
- LTIP mix for NEOs shifted to 60% PSUs and 40% RSAs in 2024 (from 50%/50% previously), increasing performance-based equity weight; CEO at 75%/25% .
- PSU metrics equally weighted: Free Cash Flow Conversion (50%) and ROIC (50%); threshold 50%, target 100%, max 200%; 3-year cliff vesting; no interim vesting .
PSU Results for 2022–2024 Performance Period
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Free Cash Flow Conversion (%) | 50% | 100.0 | 112.5 | 125.0 | 111.6 | <100% component |
| ROIC (%) | 50% | 14.5 | 17.0 | 19.5 | 28.9 | Max (200%) component |
| Blended PSU Vesting | — | — | — | — | — | 148.1% of target |
Annual Bonus Metrics (2024)
- Adjusted EBITDA (50%) and Absolute Free Cash Flow (50%) with 200% payout based on actual performance; CFO target bonus 70% of salary; actual payout $630,000 .
Equity Ownership & Alignment
Beneficial Ownership and Breakdown (as of Feb 28, 2025)
| Component | Shares (#) | Notes |
|---|---|---|
| Total Beneficial Ownership | 26,361 (0.1%) | SEC definition |
| Direct (joint with spouse) | 12,224 | Voting/investment power joint |
| ESSOP | 170 | Employee Savings and Stock Ownership Plan |
| Restricted Stock (unvested) | 3,481 | Vests ratably over 3 years |
| Options – Exercisable | 7,755 | Strike $59.85 (exp 3/1/2029) and $63.04 (exp 3/6/2030) |
| PSUs vesting ≤60 days | 2,731 | From completed performance period |
Outstanding Equity Awards Detail (12/31/2024)
| Award Type | Quantity | Terms |
|---|---|---|
| Options (Exercisable) | 3,296 @ $59.85 exp 3/1/2029; 3,567 @ $63.04 exp 3/6/2030 | 10-year life; 20%/yr vest; no grants since Mar 2020 |
| Options (Unexercisable) | 892 @ $63.04 exp 3/6/2030 | Remaining vest per schedule |
| Restricted Stock (Unvested) | 3,481; MV $738,390 (at $212.12) | Ratable over 3 years; dividends accrued and paid upon vest |
| PSUs (Unearned) | 11,331; MV $2,403,524 (at $212.12) | Reflects program at max for ongoing cycles per footnote |
Policies and Guidelines:
- Stock ownership requirement: 2× salary for executives (3× for CEO); all executives met/exceeded or are within the six-year window (as of 12/31/2024) .
- Hedging, short sales, margining, and pledging of company stock are prohibited .
- Clawback policy applies to annual bonus and equity awards for restatements or misconduct causing financial or reputational harm .
Insider activity and potential selling pressure:
- Company disclosed delinquent Form 4 filings (filed Mar 6, 2024) for PSUs earned on the 2021–2023 cycle; CFO included among filers, indicating performance-based vesting activity in early 2024 .
- Upcoming vesting driven by ratable RSA vesting and 3-year PSU cliff schedules; options outstanding with 2029/2030 expirations may be in-the-money given recent prices, but no option grants since March 2020 reduce option-induced sell pressure relative to PSU/RSA cadence .
Employment Terms
- Appointed CFO effective January 1, 2019; promoted to SVP–CFO in January 2020 .
- Compensatory arrangements at appointment: $300,000 base salary; 55% bonus target; LTIP comprising 30% RSAs (3-year cliff), 30% stock options (5-year ratable vest), 40% performance shares; eligibility for KEESA (double-trigger CoC; 2 years for non-CEO executives) .
Change-in-Control Economics (KEESA; double-trigger; CFO):
| Component | Value ($) |
|---|---|
| Salary and Incentives (2 years) | 1,530,000 |
| Unvested Options and RS Awards (intrinsic value) | 871,369 |
| Unvested PSUs (market value) | 1,491,408 |
| Retirement Benefits | 50,728 |
| Welfare Benefits & Other | 100,102 |
| Total | 4,043,607 |
- KEESA contains six-month non-compete post-termination under CoC severance; “best-net” cutback to avoid 280G excise taxes (no tax gross-ups) .
- “Good reason” includes pay/benefit reduction, material adverse role changes, relocation >35 miles, materially greater travel, or termination without required notice .
Perquisites and Deferred Compensation (2024 – CFO):
- Perquisites: vehicle allowance $15,462; taxable LTD premiums $8,801; financial planning assistance $3,465; dividends on RSAs upon vesting $4,294; ESSOP matching $5,750; defined contribution plan $20,778 .
- Deferred Comp: elected contributions $116,394; aggregate earnings $17,703 (above‑market portion $2,227); year‑end balance $398,543 (of which $264,446 previously reported) .
Say-on-Pay and Governance:
- 2024 say‑on‑pay approval ~92%; annual outreach conducted; independent consultant (WTW) engaged; robust governance practices including ownership guidelines, clawback, no single‑trigger CoC, no option repricing .
Performance & Track Record
Revenues and EBITDA – Annual
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | 424,625,000 | 425,544,000 | 505,198,000 | 565,568,000 | 703,592,000 | 826,558,000 |
| EBITDA ($) | 86,006,000* | 90,227,000* | 106,465,000* | 113,406,000* | 146,029,000* | 190,072,000* |
Values retrieved from S&P Global.*
Revenues and EBITDA – Recent Quarters
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 205,182,000 | 222,211,000 | 238,095,000 | 235,651,000 |
| EBITDA ($) | 47,279,000* | 57,735,000* | 53,686,000* | 54,819,000* |
Values retrieved from S&P Global.*
Pay vs Performance (TSR, Profitability)
- TSR value of initial $100 investment: $146.39 (2020), $167.07 (2021), $172.43 (2022), $245.82 (2023), $339.87 (2024); peer group TSR: $117.56 (2020) to $171.52 (2024) .
- Net Income and EBITDA (company-selected measure) used in SEC Pay vs Performance: Net Income $49,343k (2020) to $124,942k (2024); EBITDA $90,227k (2020) to $190,072k (2024) .
Compensation Structure Analysis
- Increased performance equity weight (PSU share of LTIP) to 60% for NEOs in 2024, strengthening pay-for-performance orientation .
- No option grants since March 2020; shift from options to RSUs/PSUs reduces leverage and dilution while maintaining alignment via performance shares .
- CFO target bonus at 70% with formulaic metrics (Adjusted EBITDA and Absolute FCF) and capped payouts; 2024 payout at plan maximum due to outperformance .
- Clawback enforcement framework and prohibition of hedging/pledging mitigate misalignment risks .
Risk Indicators & Red Flags
- No excise tax gross‑ups; KEESA uses best‑net cutback; double‑trigger only (shareholder-friendly) .
- No option repricing; limited perquisites; annual compensation risk assessment conducted by the Compensation Committee .
- Section 16(a) delinquent Form 4 filings in March 2024 related to PSU vesting for multiple officers including CFO—administrative oversight disclosed and corrected .
Employment Terms
| Item | Details |
|---|---|
| Start Date | CFO effective Jan 1, 2019; SVP–CFO effective Jan 2020 |
| Contract | No fixed-term employment contract; covered by KEESA (double‑trigger CoC; 2 years’ severance for non‑CEO executives) |
| Non‑compete | 6 months post-termination under KEESA CoC severance |
| Ownership Guidelines | 2× salary required; executives met/exceeded or within 6-year window |
| Clawback | Applies to annual bonus and equity awards for restatements/misconduct |
| Hedging/Pledging | Prohibited |
Investment Implications
- Strong alignment: higher PSU weighting and formulaic annual metrics directly tie pay to cash generation and capital efficiency (FCF conversion, ROIC); 2022–2024 PSU payout at 148.1% validates durable execution .
- Limited option-driven selling pressure: no new options since 2020; near-term vesting from RSAs and PSU cliffs could create episodic supply, but ownership guidelines and prohibited hedging/pledging support alignment .
- Retention risk appears mitigated: competitive base and variable pay (11% salary increase for 2024; 200% annual bonus payout); double-trigger KEESA with best-net cutback balances executive security and shareholder protections .
- Performance backdrop supportive: multi-year expansion in revenues and EBITDA; TSR outperformance versus peers over recent years strengthens pay-for-performance credibility and reduces say-on-pay risk (92% approval in 2024) .