Form 4: Badger Meter Director Receives Phantom Stock Grant
Insider Transaction Filing
Director Liu Xia of Badger Meter Inc. received a grant of 952 phantom stock units, representing the economic equivalent of common stock, as part of the company's annual director compensation plan.
Summary
- Director Liu Xia was granted 952 phantom stock units on April 27, 2026.
- These phantom stock units are economically equivalent to shares of Badger Meter Inc. common stock.
- The grant was made under the company's 2021 Omnibus Incentive Plan, approved by shareholders.
- The phantom stock units will be paid in cash upon the reporting person's termination of service as a director.
- The annual grant value was $125,000, rounded down to the nearest whole share based on a 10-day average closing price.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, as it represents a routine director stock grant and does not contain new financial performance data or strategic shifts.
Positives
- Director compensation aligns with shareholder-approved incentive plans.
- Annual grants ensure continued director engagement and alignment with company performance.
- The grant is based on a 10-day average closing price, providing a market-based valuation.
Risks
- The value of the phantom stock units is tied to the company's common stock price, which can be volatile.
- Payment is contingent on the reporting person's termination of service, introducing a timing risk.
Future Outlook
The phantom stock units become payable in cash upon the reporting person's termination of service as a director, indicating a future cash outflow for the company tied to director tenure.
Industry Context
StockSavvy.ai notes that director compensation through equity-based awards, such as phantom stock, is a common practice in the water technology industry to attract and retain experienced leadership and align their interests with shareholders.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Incentive Plan | Grant of phantom stock units under the 2021 Omnibus Incentive Plan. | 04/27/2026 | Reinforces alignment of director compensation with shareholder interests and company performance. |
Stakeholder Impact
- Shareholders: The grant aligns director interests with those of shareholders by providing equity-based compensation tied to company performance.
- Directors: Provides a form of compensation that vests upon termination of service.
- Employees: The filing does not directly impact employees but reflects the company's compensation structure for its board.
Next Steps
- Payment of phantom stock units in cash upon director's termination of service.
Key Dates
| Date | Description |
|---|---|
| 04/30/2021 | Date of shareholder approval for the 2021 Omnibus Incentive Plan. |
| 04/27/2026 | Date of the transaction (grant of phantom stock units). |
| 04/29/2026 | Date of the filing of the Form 4. |
Keywords
Badger Meter, BMI, Form 4, Insider Trading, Stock Grant, Phantom Stock, Director Compensation, SEC Filing, Omnibus Incentive Plan
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