Tessa M. Myers
BADGER METERAbout Tessa M. Myers
Independent director of Badger Meter, Inc. (BMI); age 49 with six years of board tenure. Senior Vice President, Intelligent Devices at Rockwell Automation since June 2022; prior roles include Global VP, Software & Control and Regional President, North America. Brings deep operating, product, and cybersecurity/IoT expertise from 25 years in public-company roles, including international assignments in Singapore and Canada. Classified independent by the Board; recorded 100% meeting attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation, Inc. | Senior Vice President, Intelligent Devices | Since Jun-2022 | Oversees “smart” devices; expertise in data/analytics connectivity, IoT, cybersecurity |
| Rockwell Automation, Inc. | Global Vice President – Software & Control (prior role) | Not disclosed | Software/control leadership; product and engineering background |
| Rockwell Automation, Inc. | Regional President – North America (prior role) | Not disclosed | Regional P&L leadership; channel and sales management |
External Roles
| Organization | Capacity | Public/Private | Notes |
|---|---|---|---|
| Rockwell Automation, Inc. | Senior operating executive (not a director) | Public | Global industrial automation leader; Myers is an executive, not a board member |
| Other public company directorships | None | — | 0 other public boards disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Board determined all directors except CEO are independent; applies to Myers) |
| Committees | Audit and Compliance Committee (member); Corporate Governance & Sustainability Committee (member) |
| Committee Chairs | None (Audit Chair: Xia Liu; Governance Chair: Glen E. Tellock) |
| 2024 Meetings | Board: 4 regular + 1 special; independent director sessions after each regular meeting; all directors attended 2024 Annual Meeting |
| Committee Meetings (2024) | Audit: 6; Governance: 2 |
| Attendance | 100% (summary table) |
| Years of Service | 6 years |
| Lead Independent Director | Glen E. Tellock; independent sessions held; defined responsibilities and oversight described |
| Related-Party Transactions (2024) | None reported |
Fixed Compensation
| Component | CY 2024 | CY 2025 Policy/Change |
|---|---|---|
| Cash retainer | $64,000 | Unchanged |
| Committee chair fees | N/A for Myers (Audit Chair $10k; Governance Chair $5k) | Audit Chair to $15k; Governance Chair to $6k; Comp Chair to $10k |
| Lead Director fee | N/A for Myers (Lead Director received $12k) | Lead Director fee to $15k |
| Equity grant (annual stock) | Grant-date value $83,964 (based on $80,000 target; grant-date close $185.76) | Target equity increased to $100,000 |
| Total 2024 Director Pay (Myers) | $147,964 (Cash $64,000; Stock $83,964) | — |
Notes:
- Directors may defer fees into the Badger Meter Deferred Compensation Plan for Directors; distribution paid in cash at exit .
- Director ownership guideline: 4x annual board retainer within five years; all non-employee directors met or are within the five-year window as of Feb 28, 2025 .
- Hedging/pledging/margin accounts prohibited for directors .
Performance Compensation
| Performance-Tied Elements in Director Pay | Disclosure |
|---|---|
| Annual or long-term performance metrics | None disclosed for non-employee directors; compensation comprised of cash retainer and time-based stock grant determined by fixed dollar value |
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Current public boards | — | — | 0 other public company boards |
| Compensation Committee interlocks | Company-wide disclosure | None | No Compensation Committee interlocks or insider participation disclosed |
Expertise & Qualifications
- Skills matrix indicates strengths in: Executive Leadership, Global Business, M&A, Manufacturing Operations, Technology/Software, and Legal/Risk/Governance.
- Domain expertise: “smart” devices, data/analytics connectivity, IoT, cybersecurity; extensive sales, channel management, product management, and engineering background; international experience (Singapore, Canada).
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 6,979 |
| Ownership as % of outstanding | <0.1% |
| Vested vs. unvested | Not broken out for directors in proxy (aggregate beneficial ownership shown) |
| Stock ownership guideline | 4x retainer within five years; directors met or within window as of Feb 28, 2025 |
| Hedging/pledging | Prohibited |
| Section 16(a) compliance | No delinquent filings attributed to Myers in 2024; company noted certain late PSU Form 4s for others (not directors) and believes all other Section 16 filings were timely |
Governance Assessment
Key findings
- Independence and engagement: Myers is an independent director with 100% attendance, serving on Audit and Governance committees—both central to risk oversight and ESG/governance quality. Audit membership implies financial literacy; the committee met six times in 2024.
- Relevant operating/technology expertise: Senior Rockwell executive leading “Intelligent Devices” adds value on connected devices, IoT, cybersecurity, and manufacturing—strategically aligned with BMI’s smart water solutions.
- Pay/ownership alignment: Director pay uses a balanced cash/equity mix; equity retainer increased for 2025, and directors must hold 4x retainer. Hedging/pledging prohibited; all directors met or are within the compliance window.
- Conflicts/related-party exposure: No related-person transactions in 2024. No compensation committee interlocks. No other public company boards for Myers, reducing interlock risk.
- Shareholder sentiment and oversight: High Say-on-Pay support in 2024 (~92%) and active shareholder outreach, including governance/disclosure enhancements (e.g., board refreshment philosophy, outside board limits). While executive pay data is for management, it signals board responsiveness and governance discipline.
Implications for investor confidence
- Strengths: Independence, perfect attendance, material committee work (Audit/Governance), and directly relevant industrial/IoT/cyber expertise support board effectiveness and risk oversight; no evident conflicts or related-party concerns.
- Watch items: None material flagged; Myers is not designated an “audit committee financial expert” (two other members are), but meets NYSE financial literacy. Continued monitoring of any BMI–Rockwell commercial ties is prudent; none disclosed.
RED FLAGS
- None identified in 2024 disclosures (attendance, interlocks, related-party transactions, hedging/pledging).