Todd A. Adams
BADGER METERAbout Todd A. Adams
Todd A. Adams, age 54, is an independent director of Badger Meter, Inc. with 8 years of Board tenure and 100% meeting attendance; he currently chairs the Compensation and Human Resources Committee . Adams is Chairman and Chief Executive Officer of Zurn Elkay Water Solutions, bringing public-company leadership in water management, M&A, manufacturing operations, finance and governance to BMI’s Board . The Board affirms his independence under NYSE standards; all Audit and Compensation Committee members meet additional NYSE independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zurn Elkay Water Solutions Corporation | Chairman & Chief Executive Officer | Joined company in 2004; prior roles included President of Water Management platform and Senior VP & CFO | Provides expertise in public company leadership, complex manufacturing, water solutions, and M&A; valuable advice to BMI |
External Roles
| Company | Board Role | Status |
|---|---|---|
| Zurn Elkay Water Solutions Corporation | Chairman (Board) | Other public company board count: 1 for Adams |
Board Governance
- Committees and roles
- Compensation and Human Resources Committee: Adams (Chair), Henry F. Brooks, James W. McGill, Glen E. Tellock; 2024 meetings: 3 .
- Audit and Compliance Committee: Xia Liu (Chair), Melanie K. Cook, Tessa M. Myers, James F. Stern; 2024 meetings: 6 .
- Corporate Governance and Sustainability Committee: Glen E. Tellock (Chair), Tessa M. Myers, James F. Stern, James W. McGill; 2024 meetings: 2 .
- Board structure and independence: 9 directors; Adams is independent; closed session for independent directors after each regular Board meeting; Board held 4 regular and 1 special meeting in 2024; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Glen E. Tellock; role includes presiding over independent sessions and collaborating on agendas and CEO evaluation .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $64,000 | Paid in cash; reimburse reasonable travel/lodging/meals |
| Committee chair fee (Compensation Committee) | $7,000 | Applies as Adams is chair |
| Total fees earned (Adams) | $71,000 | Sum of retainer + chair fee |
| Stock awards (grant value) | $83,964 | Each director granted stock valued at $80,000 based on 10-day average price of $176.81; grant date value uses closing price $185.76 on 2024-04-29 |
- 2025 approved changes: Annual stock grant increased to $100,000; chair fees increased (Compensation Chair to $10,000); Lead Director fee to $15,000; retainer unchanged .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based pay metrics for directors | Not applicable; non-employee directors do not participate in incentive plans and receive no pension plans or other forms of compensation beyond retainer/stock awards and reimbursed expenses |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| Zurn Elkay Water Solutions | Chairman & CEO | BMI’s executive compensation peer group includes Zurn Elkay; Adams chairs BMI’s Compensation Committee. The company uses an independent consultant (WTW) and reports no Compensation Committee interlocks or insider participation per proxy . |
Expertise & Qualifications
- Skills matrix highlights: Finance/Accounting, Global Business, M&A, Utility/Water Sector, Sales & Marketing, Manufacturing Operations, Technology/Software, Legal/Risk/Governance all marked for Adams .
- Business experience: Water management solutions leadership, complex manufacturing, and M&A execution; current CEO/Chairman role underscores executive leadership credentials .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficially owned BMI shares | — (less than 0.1%) | No direct common shares reported; percent marked “*” indicating <0.1% |
| Deferred director fee holdings | 14,999 phantom stock units | Value fluctuates with BMI stock; paid only in cash upon plan exit |
| Director stock ownership guidelines | 4x annual Board retainer within 5 years | As of Feb 28, 2025, all non-employee directors meet or are within permitted window |
| Hedging/pledging policy | Prohibited for directors (no short sales, hedging, margin, or pledging) | Governance-alignment measure |
Governance Assessment
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Positives supporting investor confidence
- Independent director with 100% attendance; chairs Compensation and Human Resources Committee, which regularly meets in executive session without management and employs an independent consultant (WTW) assessed as conflict-free .
- Board holds closed sessions of independent directors after each regular meeting; clear Lead Director role; robust committee charters and NYSE independence compliance .
- Director compensation aligned with market (NACD benchmarks); clear stock ownership guidelines and prohibition of hedging/pledging; directors may defer compensation via plan .
- No related-party transactions in 2024; explicit policies and pre-approval standards; strong say-on-pay outcome (92% approval in 2024), indicating shareholder support for compensation governance .
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Potential conflicts and RED FLAGS
- Peer group inclusion of Zurn Elkay (where Adams is Chairman/CEO) while Adams chairs BMI’s Compensation Committee may pose perception risk of benchmarking bias; mitigations include independent consultant engagement (WTW), Board approval processes, and no compensation committee interlocks reported .
- Company disclosed a set of delinquent Section 16(a) Form 4 filings in 2024 tied to PSU vesting for several executives (not directors), later corrected; monitor filing controls though not directly attributable to Adams .
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Shareholder engagement and governance policies: Expanded disclosures on director age/term limits philosophy, outside board limits (executive directors ≤2; non-executive ≤4), and Lead Director one-on-ones as part of performance assessments—responsive to investor feedback .