Xia Liu
BADGER METERAbout Xia Liu
Xia Liu, age 55, is an independent director of Badger Meter (BMI), serving on the board for 2 years. She is Executive Vice President and Chief Financial Officer of WEC Energy Group since June 2020; previously EVP & CFO at CenterPoint Energy (Apr 2019–Apr 2020) and spent 21 years in executive finance roles at Southern Company. Her core credentials include deep finance, risk management, and utility sector expertise—with in‑depth knowledge of utility metering and accounting matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WEC Energy Group | EVP & CFO | Jun 2020–present | Significant finance and risk leadership in a major utility; utility metering and accounting expertise relevant to BMI |
| CenterPoint Energy | EVP & CFO | Apr 2019–Apr 2020 | Public company CFO experience; finance and risk oversight |
| Southern Company | Various executive finance roles | 21 years | Progressive executive finance roles; broad utility finance experience |
External Roles
| Organization | Role | Board Seat? | Notes |
|---|---|---|---|
| WEC Energy Group | EVP & CFO | No | Not a director; senior executive role |
| Other public company boards (past 5 years) | — | 0 | BMI summary indicates no other public company board seats for Xia Liu |
Board Governance
- Committee assignments: Chair, Audit and Compliance Committee; members include Melanie K. Cook, Tessa M. Myers, and James F. Stern; Audit Committee met 6 times in 2024 .
- Independence: Board determined all directors other than the CEO/Chairman (Bockhorst) are independent; Audit and Compensation Committee members meet NYSE additional independence standards .
- Financial expert: Liu is designated an “audit committee financial expert” under SEC rules; all Audit Committee members meet NYSE financial literacy requirements .
- Attendance and engagement: Liu’s meeting attendance was 100% in 2024; the Board held 4 regular and 1 special meeting, with independent director sessions after each regular meeting; all directors attended the 2024 Annual Meeting .
- Board leadership: CEO/Chairman combined; Glen E. Tellock serves as independent Lead Director with defined oversight responsibilities .
Fixed Compensation
| Component | 2024 Amount | Details | 2025 Change |
|---|---|---|---|
| Annual Board retainer (cash) | $64,000 | Standard for non-employee directors | No change |
| Audit Committee Chair fee | $10,000 | Chair premium for Audit Committee | Increased to $15,000 |
| Annual equity grant | $80,000 | Granted 2024-04-29; 10-day avg price $176.81; grant date close $185.76; shares rounded down to nearest whole share | Increased to $100,000 |
| Meeting fees | None | No meeting fees paid | — |
| Perquisites/benefits | None | No perquisites or pension; reimburse reasonable travel/lodging/meals | — |
| Deferred comp election | Available | Badger Meter Deferred Compensation Plan for Directors (stock and/or cash accounts, paid in cash upon distribution) | — |
Performance Compensation
| Incentive Type | Performance Metrics | Status |
|---|---|---|
| Director incentive plans | None | Non-employee directors do not participate in incentive or pension plans |
Other Directorships & Interlocks
| Entity | Role | Interlock/Notes |
|---|---|---|
| WEC Energy Group | EVP & CFO (Liu) | Interlock: BMI director Glen E. Tellock serves on WEC Energy Group’s board, creating shared external affiliation among BMI directors |
| BMI Committees | Audit & Compliance (Chair: Liu) | Audit Committee had 6 meetings; robust oversight of auditor independence, internal controls, risk management including cybersecurity |
Expertise & Qualifications
- Skills matrix highlights: Executive Leadership; Finance/Accounting; M&A; Utility/Water Sector; Manufacturing Operations; Legal/Risk/Governance—all marked for Liu .
- Designation: Audit Committee financial expert under SEC rules .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Common shares beneficially owned (as of 2025-02-28) | 0; percent “*” (<0.1%) | Proxy lists “-” with “*” indicating less than 0.1%; no outright common shares reported |
| Phantom stock units (deferred) | 2,378 units | Held under Badger Meter Deferred Compensation Plan for Directors; value tracks common stock; paid in cash upon distribution |
| Options | None disclosed | No director options disclosed for Liu |
| Ownership guidelines | 4× annual retainer within 5 years | All non-employee directors met or are within window; directors prohibited from short sales, hedging, holding in margin accounts, or pledging |
Insider Trades (Form 4)
| Date | Filing | Transaction Summary | Source |
|---|---|---|---|
| 2025-01-02 | Form 4 | Statement of changes in beneficial ownership; details via SEC index | |
| 2025-04-02 | Form 4 (PDF) | Statement of changes in beneficial ownership | |
| 2025-04-29 | Form 4 | Director Deferred Comp Plan credit reflecting Audit Chair fee ($15,000) election into plan | |
| 2025-07-02 | Form 4 (PDF) | Statement of changes in beneficial ownership | |
| 2023-10-01/02 | Form 4 | Phantom stock unit credits (e.g., 104 units, 5 units) at $0.00 per unit under director deferred plan |
Governance Assessment
-
Positives
- Strong board effectiveness signal: Audit Committee Chair with SEC “financial expert” designation; committee met 6 times with broad remit over financial reporting, auditor oversight, internal controls, and cybersecurity risk .
- Independence and engagement: Independent status, 100% attendance, participation in independent director sessions, and presence at Annual Meeting .
- Alignment safeguards: Strict anti-hedging/pledging and margin prohibitions; director ownership guidelines (4× retainer within 5 years) with compliance or within window .
- Compensation discipline: No director incentive plans or perquisites; simple cash retainer plus fixed equity; transparent chair fees; market-aligned increases for 2025 .
-
Watch items
- Low outright share ownership: As of Feb 28, 2025, Liu reported no beneficial common shares, relying on deferred phantom units—acceptable within the 5-year guideline window but a potential alignment gap to monitor until guideline compliance achieved .
- Interlock sensitivity: Shared affiliation with WEC Energy Group via Tellock’s WEC board membership; no related person transactions disclosed, but monitor for potential conflicts if business ties emerge .
-
RED FLAGS
- None disclosed: No related person transactions in 2024; prohibitions on hedging/pledging; no option repricing; Compensation Committee independence; no consultant conflicts noted .
Overall, Liu’s audit leadership, independence, and utility finance expertise enhance board oversight quality. Key investor focus should be on continued progress toward director ownership guideline compliance and monitoring any evolving interlocks with WEC Energy Group.