Sheryl L. Hopkins
BADGER METERAbout Sheryl L. Hopkins
Sheryl L. Hopkins is Vice President – Human Resources at Badger Meter, elected in October 2020; age 57 as of February 28, 2025 . Prior roles include VP HR at ADVENT (2019–2020) and SVP HR at Runzheimer International (2010–2018); earlier HR leadership at Eaton and other multinationals . Company performance during her tenure has been strong: Total Shareholder Return rose from $146.39 to $339.87 (value of $100 investment) while Net Income increased from $49,343k to $124,942k and EBITDA from $90,227k to $190,072k from 2020 to 2024 . Pay programs she participates in emphasize adjusted EBITDA, free cash flow, ROIC, and free cash flow conversion, with robust alignment features (clawbacks, ownership guidelines, no pledging/hedging) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADVENT | Vice President of Human Resources | Apr 2019 – Oct 2020 | Not disclosed |
| Runzheimer International | Senior Vice President of Human Resources | Jul 2010 – Mar 2018 | Not disclosed |
External Roles
No external public company directorships disclosed in the 10-K/DEF 14A .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $285,000 | $330,000 |
| Stock Awards ($) | $154,836 | $203,098 |
| Annual Bonus ($) | $228,000 | $330,000 |
| Change in Pension Value & Deferred Comp Earnings ($) | $5,219 | $12,632 |
| All Other Compensation ($) | $42,333 | $49,094 |
| Total ($) | $715,388 | $924,824 |
Performance Compensation
Annual Bonus Plan – Structure and 2024 Outcomes
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $146.7 | $158.4 | $170.1 | $191.5 | 200% |
| Adjusted Absolute Free Cash Flow ($mm) | $95.0 | $106.0 | $116.0 | $142.2 | 200% |
Target bonus opportunity for Hopkins: Threshold $82,500; Target $165,000; Maximum $330,000 (paid at 200% based on results above) .
LTIP – PSU Metrics and Three-Year Results (Performance period ending 12/31/2024)
| Metric | Threshold | Target | Maximum | Actual | Vesting Result |
|---|---|---|---|---|---|
| Free Cash Flow Conversion (%) | 100.0% | 112.5% | 125.0% | 111.6% | Contributes to 148.1% blended vesting |
| ROIC (%) | 14.5% | 17.0% | 19.5% | 28.9% | Contributes to 148.1% blended vesting |
| Combined Vesting | — | — | — | — | 148.1% of target |
PSU components are equally weighted (50%/50%) between adjusted free cash flow conversion and adjusted ROIC, vesting only at the end of the 3-year period; RSAs vest ratably over three years .
2024 Equity Grants (Hopkins)
| Award Type | Grant Date | Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | 3/1/2024 | 508 | $81,239 | Ratable over 3 years |
| Performance Share Units (PSU) | 3/1/2024 | Threshold: 381; Target: 762; Max: 1,524 | $121,859 (grant-date fair value) | Earned based on 3-year metrics; vest on 3rd anniversary |
Equity Ownership & Alignment
Beneficial Ownership (as of 2/28/2025)
| Category | Amount | Notes |
|---|---|---|
| Direct shares | 2,155 | Sole voting/investment power |
| ESSOP shares | 9 | Employee Savings & Stock Ownership Plan |
| Restricted stock | 1,136 | Unvested RSAs |
| PSUs vesting within 60 days | 936 | Near-term vesting |
| Ownership % of outstanding | <0.1% | “*” denotes less than 0.1% |
Outstanding Equity Awards (12/31/2024)
| Award | Quantity | Market Value ($) | Notes |
|---|---|---|---|
| Unvested RSAs | 1,136 | $240,968 (at $212.12) | Ratable vesting |
| Unearned PSUs (not yet vested) | 3,712 | $787,388 (at $212.12; remaining periods reflected at max) | Vest only at end of performance period |
| Options | None | — | Company has not granted options since Mar 2020 |
Stock ownership guidelines: 2x salary for executives (3x for CEO); compliance met/exceeded or within 6-year window as of 12/31/2024. Hedging, short sales, margin accounts, and pledging are prohibited .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement type | Key Executive Employment and Severance Agreement (KEESA) for all executive officers |
| Trigger | Double-trigger (change-in-control + qualifying termination) |
| Severance multiple (non-CEO execs) | 2 years of salary + annual incentive compensation; 2 years of benefits continuation, outplacement/financial planning |
| Non-compete | 6 months post-termination for KEESA recipients |
| 280G treatment | Best-net: pay in full or cut back to $1 below 280G threshold, whichever yields greater after-tax benefit |
| Change-in-control definition | Ownership ≥25%; board composition shift; merger/share exchange; liquidation/sale of substantially all assets (with exceptions) |
Illustrative KEESA value at 12/31/2024 for Hopkins:
| Component | Amount ($) |
|---|---|
| Salary and incentives | $990,000 |
| Value of unvested RSAs/options | $240,968 |
| Value of unvested PSUs | $492,965 |
| Retirement benefits | $35,389 |
| Welfare & other | $82,060 |
| Total | $1,841,382 |
Compensation Peer Group (2024 program)
Brady; CTS; Douglas Dynamics; Enerpac Tool Group; ESCO Technologies; The Gorman-Rupp Company; Helios Technologies; Itron; Kadant; Lindsay; Mirion Technologies; Mueller Water Products; Standex; Strattec Security; Watts Water Technologies; Zurn Elkay Water Solutions .
Say-on-Pay & Shareholder Feedback
Say-on-Pay approval: ~92% at 2024 annual meeting; committee concluded shareholders affirmatively support the program . Company conducts annual outreach on compensation/governance .
Performance & Track Record (Company-level during Hopkins’ tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($ in 000s) | 49,343 | 60,884 | 66,496 | 92,598 | 124,942 |
| EBITDA ($ in 000s) | 90,227 | 106,465 | 113,405 | 146,029 | 190,072 |
| TSR vs Peer Group (Value of $100 Investment) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($) | 146.39 | 167.07 | 172.43 | 245.82 | 339.87 |
| Peer Group TSR ($) | 117.56 | 145.80 | 116.77 | 139.82 | 171.52 |
Risk Indicators & Red Flags
- Clawback policy applies to annual bonuses and LTIP equity (including time-based awards) for restatements or material misconduct causing harm .
- No excise tax gross-ups; hedging/short sales/pledging prohibited; no option repricing allowed .
- Section 16 reporting: PSUs earned for 2021–2023 were disclosed late (filed Mar 6, 2024), including Hopkins; company states remaining requirements met for 2024 .
Equity Ownership & Alignment Notes
- Ownership guidelines: 2x salary; executives met/exceeded or are within 6-year window as of 12/31/2024 .
- No options outstanding for Hopkins; BMI has not granted options since March 2020, reducing volatility-linked selling incentives .
- Upcoming vesting cadence: RSAs vest ratably over 3 years from grant; PSUs vest on the third anniversary, creating periodic but predictable supply without interim vesting .
Investment Implications
- Strong pay-for-performance alignment: Annual bonus tied 50%/50% to adjusted EBITDA and absolute free cash flow; PSUs tied 50%/50% to ROIC and free cash flow conversion, with 2024 bonus at 200% and 2022–2024 PSU vesting at 148.1% of target, consistent with outsized TSR and EBITDA/net income expansion .
- Retention risk appears contained: Double-trigger KEESA with 2-year severance for non-CEO executives, a 6-month non-compete, and no single-trigger accelerations; ownership guidelines and no-hedge/no-pledge policies enhance alignment .
- Insider selling pressure: Hopkins’ unvested RSAs (1,136; $240,968) and unearned PSUs (3,712; $787,388) suggest regular vesting-related share issuance rather than option-driven exercises; absence of options limits forced selling from expirations .
- Governance and shareholder sentiment: High say-on-pay approval (~92%) and robust clawback and prohibition policies lower governance risk; a late Form 4 for PSUs is noted but remediated .