William R. A. Bergum

About William R. A. Bergum

William R. A. Bergum serves as Vice President – General Counsel and Secretary of Badger Meter, Inc. (BMI), a role he has held at least since 2017, as evidenced by company filings and signatures on SEC reports . Age and education are not disclosed in BMI’s proxy filings. Company performance context during his recent tenure shows pay-versus-performance alignment: from 2020→2021, net income rose 23%, EBITDA +18%, TSR +14%; from 2021→2022, net income +9%, EBITDA +7%, TSR +3% . He also serves as Corporate Secretary for BMI’s annual meeting process, signing notices and proxy materials .

Past Roles

Not disclosed in BMI proxy filings for Bergum specifically .

External Roles

Not disclosed in BMI proxy filings for Bergum specifically .

Fixed Compensation

Multi-year summary (NEO disclosure years available):

Perquisites and notable benefits (2022):

• ESSOP match $5,125 and defined contribution credit $18,410 included in “All Other Compensation” .
• Dividends on restricted stock $1,672; vehicle usage $13,961; taxable LTD premiums $4,920 .
• Supplemental retirement plan present value: $10,821 (2021) and $18,855 (2022) for Bergum .

Performance Compensation

Annual Bonus Plan (Short-Term Incentive)

• Structure: Target CEO 110% of salary; other NEOs 35–55% of salary; metrics are Adjusted EBITDA (50%) and Absolute Free Cash Flow (50%) with threshold/target/maximum scales and potential Committee adjustments (e.g., FX, M&A costs) .
• 2022 results and payout:

• Bergum’s 2022 annual bonus opportunity and grants:

Long-Term Incentive Plan (Equity)

• Design: Mix of PSUs and RSUs under the 2021 Omnibus Plan; for non-CEO NEOs, PSUs are 50% of target LTIP and RSUs 50% (no stock options granted since 2021) .
• PSU metrics and vesting: 50% Adjusted Free Cash Flow Conversion and 50% Adjusted ROIC over a 3-year period; vesting only at end-of-period; 50%/100%/200% payout for threshold/target/maximum (specific numerical targets not disclosed) .
• Bergum’s 2022 equity grants:

Vesting mechanics:

• RSUs vest ratably over 3 years (dividends accrue and pay upon full vest) .
• PSUs vest only at end of 3-year period based on performance; no interim/prorata vesting .
• Legacy options (pre-2021) vest 20% per year; 10-year life .

Equity Ownership & Alignment

Beneficial ownership and alignment policies:

• Beneficial Ownership (as of Feb 24, 2023): 36,421 shares (0.1%) comprised of 10,244 direct, 11,457 ESSOP, 13,103 options exercisable within 60 days, and 1,617 restricted stock .
• Stock ownership guidelines: executives must hold ≥2x salary (CEO 3x); new execs have up to 6 years to comply; company prohibits short sales, hedging, margin, and pledging of BMI stock .
• Clawback: incentive compensation subject to recoupment for accounting restatements or misconduct causing harm .

Outstanding equity detail (12/31/2022):

Insider transaction/administrative note:

• BMI disclosed a late filing of Form 4s related to PSUs earned for the 2021–2023 cycle, with forms subsequently filed on March 6, 2024; Bergum was among the affected executives (administrative delinquency) .

Employment Terms

Change-in-control protections (KEESA) and economics:

• Double-trigger KEESA for all executive officers (including Bergum): benefits payable if employment terminates in connection with or in anticipation of a change-in-control, subject to specified “good reason” definitions and timing (includes terminations up to 180 days prior tied to a pending change) .
• Benefit levels: CEO = 3x salary and annual incentive; other executives (including Bergum) = 2x salary and annual incentive; continuation of medical/dental/life benefits (2 years for non-CEO), outplacement, financial planning; 6-month post-termination non-compete; 280G best-net cutback .

Estimated CIC payout for Bergum (if triggered on 12/31/2022):

Other terms:

• Salary Deferral Plan available (up to 50% salary and 100% incentive) with company-defined interest crediting; current NEO participation has not included Bergum in recent years .

Compensation Structure Analysis

• Shift away from options to RSUs/PSUs since 2021 reduces compensation leverage and potential risk-taking, increasing emphasis on measured long-term performance and share retention; no stock options granted since 2021 .
• Annual bonus uses EBITDA and absolute free cash flow (both cash generation and profitability), and PSUs use FCF conversion and ROIC (capital efficiency), creating a consistent cash-returns focus across short- and long-term programs .
• Ownership alignment reinforced by 2x salary ownership guidelines for executives, the prohibition on hedging/pledging/margin, and a clawback policy; Say-on-Pay support was ~95% in 2022, signaling broad shareholder endorsement of the framework .

Investment Implications

• Alignment: Bergum’s incentives are tied to cash generation and ROIC via PSUs and EBITDA/FCF via the annual bonus, aligning legal/compliance leadership with value-creation metrics; stock ownership rules and anti-hedging/pledging policies further support alignment .
• Selling pressure/vesting cadence: Unvested RSUs vest ratably and PSUs cliff-vest on 3-year cycles; legacy options begin expiring in 2024 and 2025 (e.g., strikes at $27.18 expiring 3/7/2024; $28.33 expiring 3/6/2025), which can drive exercise-related liquidity events but are scheduled and transparent .
• Retention/transition risk: KEESA provides two years’ salary and bonus for non-CEO executives upon a qualifying CIC termination (double-trigger), plus limited 6-month non-compete, which mitigates near-term turnover risk in strategic events but is not overly rich; 280G best-net cutback limits shareholder tax leakage .
• Red flags: No tax gross-ups; no option repricing; hedging/pledging prohibited; one administrative Section 16 delinquency (late PSU Form 4s subsequently filed) is a minor governance blemish but not a compensation-structure concern .
• Pay-for-performance: 2022 bonus paid near 130% on consolidated metrics; multi-year PSU metrics emphasize capital discipline; company-level pay-versus-performance shows alignment as net income/EBITDA growth translated into “compensation actually paid” patterns (contextual to overall program efficacy) .