Richard Meeusen

About Richard Meeusen

Independent director at LiqTech International since August 26, 2020; age 70. Former President, Chief Executive Officer and Chairman of Badger Meter, Inc. (public company) with 17 years as CEO after 7 years as CFO; earlier roles include CFO of Zenith Sintered Products and Senior Manager at Arthur Andersen. MBA, Kellogg School of Management (Northwestern University). Determined by the Board to be an “Audit Committee Financial Expert.”

Past Roles

External Roles

Board Governance

• Committee assignments and roles (current):
  • Audit Committee: Chair; Board-designated “Audit Committee Financial Expert.” Independent under NASDAQ/SEC rules; 4 meetings in 2024 .
  • Compensation Committee: Member; committee comprised of independent directors; 3 meetings in 2024 .
  • Governance & Nominating Committee: Member; committee comprised of independent directors .
• Independence: All three committees are fully independent; Audit Committee members can read and understand fundamental financial statements .
• Attendance/engagement: Board held 14 meetings in 2024; each incumbent director attended >75% of aggregate Board and committee meetings during their service period .

Fixed Compensation

• 2024 director pay structure:
  • Non-executive director annual cash retainer: $31,500 .
  • Audit Committee Chair fee: +$11,000; Compensation Committee Chair fee: +$6,500 .
  • Chairman of the Board retainer: $63,000 (not applicable to Meeusen) .
  • No special director agreements for retirement, resignation or change of control events .

Performance Compensation

• Annual equity for directors: Automatic annual stock grant of $36,750 (grant in January), vesting over one year .
• Options: No option awards to non-employee directors in 2024 .
• Clawback applicability: Company adopted a Clawback Policy compliant with SEC/Nasdaq for executive incentive pay; all awards under the 2022 Equity Incentive Plan (including director RSUs) are subject to clawback under applicable policies and law .

Other Directorships & Interlocks

No related-party transactions with directors/officers above SEC threshold from Jan 1, 2024 through proxy date, aside from standard compensation .

Expertise & Qualifications

• Financial expertise: Board-designated Audit Committee Financial Expert; extensive CFO/CEO background; capable of overseeing financial reporting and auditor independence .
• Industry experience: Decades in water technologies and flow measurement; founder/director of The Water Council; technology growth business development experience .
• Education: MBA, Kellogg School of Management (Northwestern University) .

Equity Ownership

• Pledging/hedging:
  • Company states it knows of no arrangements, including pledges, among listed holders that could result in a change of control (statement at shareholder-base level; not a director-specific pledging disclosure) .
  • The Company does not have a policy on hedging of its Common Stock by employees and directors (governance gap) .
• Section 16 compliance: Meeusen filed a late Form 4 on Jan 8, 2024 for a transaction dated Jan 3, 2024 (noted in proxy) .

Governance Assessment

• Strengths

  • Audit Committee Chair with formal “Financial Expert” designation; committee met 4x in 2024, and Audit Committee Report indicates active oversight of auditor independence and financial reporting quality .
  • Multi-committee service (Audit Chair; member of Compensation and Governance & Nominating) demonstrates breadth of governance engagement .
  • Board-level attendance benchmark (>75%) achieved amid 14 Board meetings in 2024, signaling active participation .
  • No related-party transactions involving directors/officers in 2024 aside from compensation; Audit Committee responsible for reviewing/approving any such transactions .
  • Equity incentives to directors delivered via RSUs with one-year vesting; plan includes investor-friendly features (no repricing without shareholder approval; clawback) .

• Watch items / Red flags

  • No corporate policy against hedging by directors and employees—a governance gap relative to best practice and potential misalignment risk .
  • Late Section 16 filing flagged (Jan 2024) for Meeusen; minor compliance lapse to monitor for pattern .
  • Ownership alignment: beneficial ownership <1% (67,281 shares), limiting direct “skin in the game” vs larger holders; no director-specific ownership guidelines disclosed in proxy .

• Compensation alignment signals

  • Director cash/equity mix balanced (2024: $42,500 cash; $36,750 equity) supporting alignment without excessive risk-taking; no director options granted in 2024 .
  • No special director severance or change-of-control protections (shareholder-friendly) .

• Committee process quality

  • Compensation Committee (of which Meeusen is a member) comprises independent directors; has authority to retain independent advisors; met 3x in 2024; oversees CEO/NEO goals and incentives, including severance/CIC arrangements, with explicit chartered responsibilities .

Overall, Meeusen’s audit and water-industry operating pedigree supports board effectiveness. Primary governance risks to monitor are the absence of a hedging prohibition and timely Section 16 compliance; ownership is meaningful but <1%, so continued annual equity grants are key for alignment.