UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☐ | Preliminary Proxy Statement | | | |
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| ☒ | Definitive Proxy Statement | | | |
| ☐ | Definitive Additional Materials | | | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | | | |
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| Mueller Water Products, Inc. |
| (Name of Registrant as Specified In Its Charter) |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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NOTICE OF ANNUAL MEETING
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| WHEN |
| WHERE |
| RECORD DATE |
Wednesday, January 29, 2020;Tuesday, February 7, 2023;
10:00 A.M., Eastern Time | | Peachtree Dunwoody Room,The Annual Meeting will be held virtually via live webcast at:
3rd Floor, Building 500,www.meetnow.global/MLMGXU5
Northpark Town Center,
1100 Abernathy Road, N.E.,
Atlanta, Georgia
| | Only our stockholders at the close of business on December 5, 2019,12, 2022, the record date for voting at the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. |
ITEMS OF BUSINESS
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| Board Recommendation | |
| Proposal 1 | To elect ten directors | | FOR each director nominee |
| Proposal 2 | To approve, on an advisory basis, the compensation of our named executive officers | | FOR |
| Proposal 3 | To approve, on an advisory basis, the frequency of the advisory vote to approve the compensation of our named executive officers | ANNUALLY |
| Proposal 4 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2020 | 2023 | FOR |
Stockholders will also transact any other business properly brought before the Annual Meeting and any reconvened or rescheduled meeting following any adjournments or postponements thereof.
We use Securities and Exchange Commission rules allowing issuers to furnish proxy materials to their stockholders over the Internet. A Notice of Internet Availability of Proxy Materials or this Proxy Statement will first be mailed to our stockholders on or about December 12, 2019.19, 2022. Please refer to the Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card you received for information on how to vote your shares and to ensure your shares will be represented and voted at the Annual Meeting.
By Order of the Board of Directors.
STEVEN S. HEINRICHS
Corporate Secretary
Atlanta, Georgia
December 12, 2019
19, 2022
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON February 7, 2023 This Proxy Statement and our 20192022 Annual Report are available at www.proxyvote.com (for beneficial stockholders) and www.edocumentview.com/mwa (for registered stockholders). |
2019 PROXY STATEMENT FOR 2023 ANNUAL MEETING 1
LETTER FROM OUR
BOARD OF DIRECTORS
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| DEAR FELLOW STOCKHOLDERS, |
On behalf ofWe are pleased to report that for the second consecutive year, the Company delivered double-digit net sales growth in Fiscal 2022. We once again increased our quarterly dividend by 5.5 percent and repurchased $35 million in common stock.
In partnership with the Board of Directors, thank you for your investment and trust. The Board is committed to exercising sound corporate governance, developing effective executive compensation programs and facilitating the long-term success of Mueller Water Products. We are pleased with the Company’s performance this year. Led by our President and CEO, Scott Hall, the Company focused on strengthening the business with a disciplined focus on growth, a measured drive to develop advanced technologies and a reasoned approach to strategic investments and acquisitions.
Looking forward to the future, the Board plays a key role in the development of the Company's strategic initiatives. It works with a talented, innovation-focused management team that is drivingcontinued executing the Companystrategic plan to developdrive innovation, operational improvements with our key capital projects and safety across the Company.
Aligned with our goal to become the leading provider of technology-enabled products for water utilities, we launched nine new products. These new products that we believe will reshape the future of the industry. As it does so, the Company is in a transformational process, with a strong focus on introducing new technologies that willfurther strengthen Mueller’s position to help water utilities address the challenges they face from aging infrastructure, climate change, water scarcity and cities manage their infrastructure systems using data intelligence. At the same time, continuous improvement withinlabor market. We expect to see benefits from our key capital projects with investments in our domestic manufacturing facilitiescapabilities, primarily driven by the initial start-up of the new brass foundry in Decatur, Illinois, and completion of our plant restructuring consolidation into our Kimball, Tennessee facility. These investments improve our sustainability initiatives with a lead-free alloy that will remain a priority.be poured in our new brass foundry and increase efficiencies primarily driven by new equipment and the proximity to our new Kimball facility. AsWe published our second Environmental, Social and Governance (“ESG”) Report in January 2022, which outlined our ESG strategy, targets, performance and goals.
The Company’s Diversity, Equity and Inclusion efforts expanded during the year with the creation of our Diversity, Equity and Inclusion Council as well as local teams at every facility and another team for our corporate and sales teams. Our Board of Directors believes in the importance of having best-in-class corporate governance. In October, we announced an accelerated board refreshment process as well as the appointment of two new board members. Brian Slobodow joined the Board in October, and Niclas Ytterdahl is serving as a Board we are committedobserver until after the 2023 Annual Stockholders Meeting. I would like to developingtake a compensation program that supports achievementmoment to recognize Bernard G. Rethore who, after 16 years of invaluable and distinguished service, will be retiring from the Company's strategy. ItBoard of Directors at the 2023 Annual Stockholders Meeting. Mr. Rethore has been structured to ensure that a significant portion of our executives’ total compensation is incentive/performance-based. You can learn more about our executive compensation program in the Compensation Discussionsuperb leader who has provided remarkable service and Analysis section of this Statement. As the Company continues to evolve, we have endeavored to recruit and maintain a Board with deep experience and diverse backgrounds. In the last year, we added two new directors, Dr. Christine Ortiz and Stephen C. Van Arsdell, each of whom brings a wealth of knowledge and experience that we believesound guidance during his tenure. He will add fresh viewpoints to our Board going forward.be sincerely missed.
My fellow directors and I look forward to continuing to work on your behalf. I encourage you to review the accompanying Proxy Statement and associated materials prior to the Annual Meeting on January 29, 2020. We hope to seeFebruary 7, 2023. Thank you there.for being a Mueller Water Products stockholder and for your continued support. Yours truly,
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| MARK J. O'BRIEN |
Non-Executive ChairmanChair of the Board |
2 MUELLER WATER PRODUCTS, INC.
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.
Company Overview
The Mueller Water Products story began in 1857 when a young machine shop apprentice immigrated to America to establish his first business in Decatur, Illinois. In the 160165 years since, the Mueller name has become known for innovative water distribution products of superior quality, many of which have become industry standards.
Although the business has undergone many changes throughout the years, our commitment to innovation has never wavered. We are proud of our position as a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America and of our broad product and service portfolio found worldwide, which includes engineered valves, fire hydrants, pipe connection and repair products, metering products, leak detection, and pipe condition assessment.assessment, pressure management products and software technology that provides critical water system data.
It is thisThis breadth of products and services that makes it possible forenables us to deliver sustainable and efficient solutions that bridge the gap between intelligence and infrastructure, helping our customers deliver important water resources to their communities and empowering the smart cities of the future. We are one of the only companies that can fulfill the needs of water utilities from end to end – at the source, at the plant, below the ground, on the street and in the cloud. Built on a solid legacy of innovation, we have the expertise and vision to provide advanced infrastructure and technology solutions for transmitting, distributing, measuring and monitoring water more safely and effectively than ever before, demonstrating why Mueller Water Products is Where Intelligence Meets Infrastructure®Infrastructure®. To learn more visit www.muellerwaterproducts.com.
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| To learn more visit www.muellerwaterproducts.com. |
Notable Achievements in Fiscal 2019
2022 | | | | | |
| We acquired Krausz Industries, a leader in pipe repair couplings, gripscontinued execution of our long-term capital allocation strategy, allocating approximately $55 million for capital expenditures, nearing completion of the new lead-free brass foundry and clamps, to expandreducing our product portfolio and geographic footprint. |
| We initiated plans to build a new state-of-the-art foundry in Decatur, Illinois.launched the Diversity, Equity and Inclusion Council. |
| We announced constructionincreased corporate efficiencies and reduced our geographic and environmental footprint with the consolidation of a large casting foundryour facilities in Chattanooga, Tennessee to broaden our product lines, bring more jobs to TennesseeWoodland, Washington; Hammond, Indiana; Aurora, Illinois; and increase our overall efficiency and capacity.Surrey, British Columbia into the recently acquired facility in Kimball, Tennessee. |
| We established an innovation and technology center of excellence in Atlanta, Georgia to supportagain increased our expansion into intelligent water infrastructure.annual dividend, which is the seventh increase since 2014. |
| We implementedexperienced the second consecutive year of double-digit net sales growth and ended the year with a "double trigger" with respect to equity award vesting upon a change-in-control.record backlog. |
| We published our second annual ESG Report, updating our ambitious goals and targets. |
PROXY STATEMENT FOR 2023 ANNUAL MEETING 3
Highlights of Fiscal 20192022 Performance
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| Focused on Operational Investment and Efficiencies and Increasedto Increase Long-Term Stockholder Long-Term Value | | |
We generated net sales of $968.0$1,274.4 million, operating income of $124.3$111.6 million, (with adjusted operating incomeearnings before interest tax depreciation and amortization (“EBITDA”) of $145.0 million), net cash from operations of $92.5$194.5 million and net income per diluted share of $0.40$0.48 (with adjusted net income per diluted share of $0.61)$0.58). | | | Adjusted EBITDA and adjusted net income are financial measures not calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”) and are therefore considered non-GAAP measures. See Exhibit A for a reconciliation of non-GAAP performance measures to GAAP performance measures. |
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| Increased Dividend Benefits | | Repurchased SharesStockholder Value |
•We increased ourpaid stockholders a quarterly dividend$0.058 per share by 5% to $0.0525dividend during fiscal 2022, an increase of 5.5% from $0.05 andfiscal 2021. •We returned $32$36.5 million to our stockholders through dividends in fiscal 2019.2022. | | We repurchased $10 millionrepurchased $35 million of our outstanding Common Stock during fiscal 2019. | |
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| Proposal One | |
| Election of Ten Directors | |
| The Board recommends a vote FOR each nominee for director. |
Director Nominees
Our directors are elected annually by the affirmative vote of a majority of the votes cast. All nominees are independent, except Mr. Hall, our President and CEO. The Board held 98 meetings in fiscal 20192022 and each director attended at least 97%93% of the total number of meetings of the Board and committees of which he or shethe director was a member.
4 MUELLER WATER PRODUCTS, INC.
The following table provides summary information about each director nominee. See “The Board of Directors” for more information about each nominee.
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| Name and Experience | | Age | Director Since | Independent | Board Committees |
| Shirley C. Franklin Executive Chair of Purpose Built Communities, Inc.; former Mayor of Atlanta | 74 | | 2010 | | |
| Scott Hall President and Chief Executive Officer of Mueller Water Products, Inc. | 55 | | 2017 |
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| Thomas J. Hansen Former Vice Chairman of Illinois Tool Works Inc. | 70 | | 2011 | | |
| Jerry W. Kolb Former Vice Chairman of Deloitte LLP | 83 | | 2006 | | |
| Mark J. O’Brien(1) Former Chairman and Chief Executive Officer of Walter Investment Management Corp. | 76 | | 2006 | | |
| Christine Ortiz Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology | 49 | | 2019 | | |
| Bernard G. Rethore Chairman Emeritus and former Chief Executive Officer of Flowserve Corporation | 78 | | 2006 | | |
| Lydia W. Thomas Former President and Chief Executive Officer of Noblis, Inc. | 75 | | 2008 | | |
| Michael T. Tokarz Chairman of Tokarz Group, LLC | 70 | | 2006 | | |
| Stephen C. Van Arsdell Former Senior Partner of Deloitte LLP; Chairman and Chief Executive Officer of Deloitte & Touche LLP | 69 | | 2019 | | |
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| Name and Experience | Age | Director Since | Independent | Board Committees |
| Shirley C. Franklin President of Clarke-Franklin & Associates, Inc.; Former Mayor of Atlanta | 77 | 2010 | | |
| Scott Hall President and Chief Executive Officer of Mueller Water Products, Inc. | 58 | 2017 |
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| Thomas J. Hansen Former Vice Chairman of Illinois Tool Works Inc. | 73 | 2011 | | |
| Mark J. O’Brien(1) Former Chairman and Chief Executive Officer of Walter Investment Management Corp. | 79 | 2006 | | |
| Christine Ortiz(2) Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology | 52 | 2019 | | |
| Jeffery S. Sharritts Executive Vice President and Chief Customer and Partner Officer of Cisco | 54 | 2021 | | |
| Brian L. Slobodow(3) Operating Partner of the Operational Resource Group | 54 | 2022 | | |
| Lydia W. Thomas(2) Former President and Chief Executive Officer of Noblis, Inc. | 78 | 2008 | | |
| Michael T. Tokarz Chairman of Tokarz Group, LLC | 73 | 2006 | | |
| Stephen C. Van Arsdell Former Senior Partner of Deloitte LLP; Chairman and Chief Executive Officer of Deloitte & Touche LLP | 72 | 2019 | | |
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| ChairpersonChair | | Member | A = Audit | C = Compensation | E = EHS | X = Executive | G = Governance | CO = CompensationCapital Allocation | X = Executive |
(1)Mr. O'Brien serves as our Non-Executive Chairman.Chair. See "Proposal One: Election of Ten Directors — Board Structure — Board Leadership Structure" for more information.
(2)Upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Dr. Thomas as Chair of the Nominating and Corporate Governance Committee and Dr. Ortiz as Chair of the Environment, Health and Safety Committee effective October 1, 2022.
(3)Mr. Slobodow joined the Board on October 13, 2022 in connection with the Cooperation Agreement as defined and discussed in the “Proposal One - Election of Ten Directors — The Board of Directors — Background to Solicitation” section below.
4 PROXY STATEMENT FOR 2023 ANNUAL MEETINGMUELLER WATER PRODUCTS, INC. 5
20202022 Board Snapshot
(1) | | | | | | | | | | | | | | | | | | | | |
| INDEPENDENCE | | AGE | | TENURE | | DIVERSITY |
1 Not independent | | 1 Under 50Independent
| | 3 50 to 60 | | 40 to 5 years6 Years | | 3 Women |
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9 Independent | | 17 50 to 60Over 70
| | 26 6 toOver 10 yearsYears
| | 4 Underrepresented Minorities |
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(1)In accordance with the Cooperation Agreement, Mr. Slobodow was appointed to the Board in October 2022. The fiscal 2022 metrics do not include or represent his appointment.
| 3 61 to 70
| | 5 Over 10 years
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Stockholder Engagement
We valuebelieve that strong corporate governance should include regular engagement with our stockholders’ perspectivesstockholders to discuss various topics, including corporate governance, compensation, performance, strategy and engageother matters. With regular engagement with our stockholders, we are able to strengthen our relationships with stockholders through various activities.and better understand stockholders’ views on our policies and practices and other matters of importance to our business. In 2022, management and the Board continued to reinforce our commitment to building long-term relationships with our stockholders. During the year, we utilized a variety of avenues for engagement including our Annual Meeting of Stockholders, in-person and virtual meetings, quarterly earnings calls and other investor events.
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Fiscal 20192022 engagement included: 7 conferences, 7 roadshows
•NumerousTwelve investor meetingsevents, including conferences, road shows and calls to engage on a variety of topics such as:meetings •Expectations forTopics of discussion included: •Drivers of sales growth including pricing initiatives, end market growth expectations and new product development •Health of key end markets, including municipal repair and replacement and new residential construction, and potential benefits from a federal infrastructure bill •ImpactImpacts of inflationary pressures, including tariffssupply chain disruptions, manufacturing inefficiencies and labor availability •PriceEnvironmental, Social and volume growth driversGovernance topics, including strategies to achieve targets and goals •Capital spending plans, including three large capital projects •Cash flow expectations, including liquidity and working capital •Capital allocation strategy, •Impact of Krausz acquisition
•Impact of significant items such as the Aurora Tragedy including future capital spending and Walter Energy Accrualacquisitions, dividends and share repurchases
•Our 2022 Annual Meeting of Stockholders | We value the stockholder feedback that we receive through our engagement activities. |
Sustainability at Mueller Water Products
SUSTAINABILITY IS A PRIORITY AND REPORTING
Mueller Water Products and its subsidiariesWe view sustainability, including environmental, social and governance (“ESG”) practices, as an integral business practice essential to our long-term viability. As an industry leader for over 160165 years, we embrace our responsibilities tofor sustainability social and environmental stewardship. We recognize that these responsibilities not only address our commitment to our employees and our plant sites,facilities, but also extend to our other stakeholders, including our investors, customers, suppliers and communities.
Access to clean, safe water is essential. With the depletion of freshwater sources, the impacts of climate change and aging water infrastructure, we understand the importance of managing resources from start to finish. As a good steward and leader in water infrastructure, we embrace the opportunity and responsibility to make the world a better place for the benefit of future generations.
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In December 2020, the Company published its inaugural ESG Report, which includes the principal sustainability metrics the Company tracks: water withdrawal/energy usage, greenhouse gas emissions and solid waste creation. The most current ESG Report may be found at https://www.muellerwaterproducts.com/sustainability-program-vision-and-values. Our ESG Report is not a part of or incorporated by reference in this Proxy Statement.
In fiscal 2022, we remained focused on our ESG commitments, which are intended to create value for our stakeholders. We took meaningful steps this year and established long-term environmental and social goals, which will be included in our next ESG Report. We are excited about the progress made through our ESG initiatives.
SUSTAINABILITY APPROACH
•Our approach to sustainability programs and initiatives is rooted in and guided by the sustainability reporting standards set forth by the Global Reporting Initiative, the Sustainability Accounting Standards Board and the United Nations Sustainable Development Goals.
•When we first became a publicly traded company in 2006, our Board formed the Environment, Health and Safety Committee to oversee and guide our movesprogress toward smart sustainability, making itsustainability a key consideration in our directors’ deliberations and informing their overall approach to risk oversight.
STRATEGIC PRIORITIES
•SafetyManagement formed the ESG Management Committee in 2020 to enhance even further our focus on developing, monitoring, implementing, measuring and Employee Wellbeingreporting on ESG-related matters.
•We tie ESG metrics to our executive compensation to highlight the importance of and focus on sustainability.
SOCIAL STEWARDSHIP
•We provide access to benefits and offer programs that are designed to support work-life balance, including physical, financial and mental health resources for employees and their families.
•We promote and facilitate a high-performance, inclusive workplace.
•We utilize a new associate development program to introduce and train new generations of employees entering the Mueller family.
•We partner, each year, with the American Water Works Association and local organizations providing scholarships, charitable donations and employee volunteers.
•We drive best practices development and benchmarking through the use of lean principles and our safety excellence and leadership program.
•We increase our focus on the prevention of all injuries, with an emphasis on the prevention of serious injuries and fatalities.
•We seek to utilize new technologies and data analytics to drive safety performance improvement.
•We promote and facilitate a high-performance, inclusive workplace.
•Environmental StewardshipENVIRONMENTAL STEWARDSHIP
•We optimizestrive to reduce our energy, water and material usage, maintaining a close watch on key performance indicators.
•We engage our supply chain to improve packaging and freight efficiencies.
•We strive to integrate sustainability key performance indicators into our facilities.
•We seek to locate our facilities in areas with increased renewable energy sources.
•Product Impact
•We invest in the modernization of our facilities.
•We search fordevelop and implement effective opportunitiesprograms to upgrade to energy efficient equipment, utilize reusable material and implement cutting-edge technology.
•We work to standardize equipment and procedures across all of our facilities to promote consistent, efficient manufacturing processes.
GOVERNANCE STEWARDSHIP
•We are committed to a best-in-class governance structure built on a comprehensive set of corporate governance guidelines that promote the interests of our stakeholders.
•Our Board is led by an independent Chair and supported by fully independent standing committees of the Board.
•We promote director effectiveness through director orientation and mentoring, continuing education and regular Board, committee and director self and peer evaluations.
•We foster board and committee independence by conducting frequent executive sessions without the CEO or other members of management present.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 7
•We maintain significant Common Stock ownership guidelines, prohibit hedging and pledging of our Common Stock and adhere to a clawback policy relative to executive compensation.
•We maintain a robust stakeholder engagement program.
See “Proposal One — Election of Ten Directors — The Board’s Role and Responsibilities — Board Oversight — Environmental, Social and Governance (“ESG”)” for information regarding the Company's governance practices.
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| Proposal Two | |
Advisory ResolutionVote to Approve Executive Compensation | |
| The Board recommends a vote FOR this proposal. |
Framework of 20192022 Compensation
The following table lists the primary elements of our compensation structure. Each element is targeted toThis overview should be at or aboutread in conjunction with the regressed 50th percentile (plus or minus 15%) for comparable positions in our Peer Group.more complete information set forth under “Compensation Discussion and Analysis” below.
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| Pay Element | Salary | | | Bonus | | | | | Options | RSUs | | | | | | PRSUs | | |
Who ReceivesRecipients |
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When GrantedPeriod of Grant | Generally reviewed every 12 months | | | Annually | | | | | | Annually | | | | | Annually | Annually | | |
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Performance
Measures | — | Mix of financial results and EHS-related operational goals | | |
Value of delivered shares based on stock price on date of exercise or lapse | Value of delivered shares based on stock price on vesting dates | Return on Net Assets ("RONA") achievement | Relative total shareholder return ("rTSR") |
| Performance Period / Vesting | Ongoing | | | 1 year | | | | | | Generally vest annually over 3 years | Generally vest annually over 3 years | | | | Measured and earned annually and vest at the end of the 3-year award cycle | Vest at the end of the 3-year award cycles | | cycle |
How Payout
Determined | Predominantly tied to Peer Group data, with an element of Compensation Committee discretion | | | Predominantly formulaic (based on performance against goals), with an element of Compensation Committee discretion | | | | | Completion of required service period through each vesting date | Completion of required service period through each vesting date | | | | | | Formulaic (based on performance against goals) for specific performance periods | | |
Performance
Measures | — | | | Mix of 90% financial results / 10% EHS-related operational goals | | | | | | Value of delivered shares basedFormulaic (based on stock price on vesting dates | | | | | | RONA achievement | | performance against peers) for specific performance periods |
68 MUELLER WATER PRODUCTS, INC.
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CEO TARGET COMPENSATION MIX(1) |
| OTHER NEOs TARGET COMPENSATION MIX(1) |
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(1)Excludes Other Compensation. See "Executive Compensation — Summary Compensation Table" for total compensation earned.
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ANNUAL CASH INCENTIVE METRICS |
| PRSUs INCENTIVE METRICS |
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| ANNUAL CASH INCENTIVE |
| Relative Weighting |
| Performance Metric | Hall
Zakas
Heinrichs
Helms | Takeuchi |
| Adjusted EBITDA | 50% | 45% |
| Net Sales | 25% | 20% |
| Adjusted Working Capital as a % of Net Sales | 15% | 15% |
Segment Performance(1) | — | 20% |
EHS-Related Operational Goals(2) | 10% | — |
2019(1)Applicable to only Mr. Takeuchi.
(2)Applicable to only Ms. Zakas and Messrs. Hall, Heinrichs and Helms.
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| LONG-TERM INCENTIVE |
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| 50% Time Based | 50% Performance Based |
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| 25% | 25% | 50% |
| Restricted Stock Units | Stock Options | Relative Total Shareholder Return |
2022 Performance Highlights Related to Executive Compensation
The Compensation and Human Resources Committee established several performance metrics, including those set forth below, to assess and determine incentive plan compensation earned during fiscal 2019.2022.
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| Company Results for Performance Evaluation Basis | | | | | |
| Adjusted Net
Sales | Adjusted Operating
Income | Adjusted Net Cash
from Operations |
| Return on
Net Assets
(%) |
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| 2019 | 930.9 | | 139.1 | | 127.9 | |
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PROXY STATEMENT FOR 2023 ANNUAL MEETING 9
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| Company Results for Performance Evaluation Basis |
| Company-Wide | | Segment Performance
(Water Management Solutions) | |
Return on
Net Assets | | Relative Total Shareholder
Return |
| Net
Sales | Adjusted
EBITDA | | Adjusted Working Capital as a % of Net Sales | | Net
Sales | Adjusted
EBITDA | | |
| ($ in millions) | | % | | ($ in millions) | | % | | Percentile |
| 2022 | 1,247.4 | 195.2 | | 27.5 | | 516.0 | 115.6 | | 19.6 | | 44.4 |
See “Proposal Two - Advisory ResolutionVote to Approve Executive Compensation — Compensation Discussion and Analysis — Highlights of 20192022 Performance Related to Executive Compensation” for more information and Exhibit A for a reconciliation of the non-GAAP financial measures used in determining executive compensation to GAAP financial results.
Highlights of 20192022 Executive Compensation
We design our executive compensation programs to target total compensation (and each principal element of compensation) for our NEOs at or about the regressed 50th percentile (plus or minus 15%) of our customized peer group. The principal elements of these compensation programs are base salary, annual performance-based cash bonus, and long-term incentive and performance-based equity compensation. Additionally, our NEOs are covered under our broad-based employee benefit plans.plans and executive severance plan1.
We structure a significant portion of executives’ total compensation as incentive / performance-based compensation.
•We set clear and measurable financial goals for Company performance.
•We assess progress toward strategic priorities when evaluating individual performance.
•We align executive compensation with shareholder value with performance metrics, including relative total shareholder return (“rTSR”) and return on net assets (“RONA”). | | | | | | | | |
CEO TOTAL TARGET COMPENSATION(1)(2) |
| OTHER NEOs TOTAL TARGET COMPENSATION(1)(2) |
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(1)
Compensation for fiscal 2022 reflects Company performance.
•Our NEOs’ compensation was both negatively and positively affected by our performance in relation to targets set for fiscal 2022.
•Annual cash bonuses earned by Ms. Zakas and Messrs. Hall, Heinrichs and Helms were 89.3% of target. The annual cash bonus earned by Mr. Takeuchi was 91.0% of target.
•Long-term compensation based on RONA was earned at 70.0% of target for fiscal 2022.
1 Messrs. Hall and Heinrichs and Ms. Zakas are subject to specific employment agreements and do not receive benefits under the executive severance plan.
2Excludes Other Compensation. See "Executive Compensation — Summary Compensation Table" for total compensation as earned.
We paid performance-based compensation for fiscal 2019 that reflects Company performance.
10 MUELLER WATER PRODUCTS, INC.
•Our NEOs’Long-term compensation based on rTSR is earned and vests over the applicable three-year cumulative performance period. Long-term compensation based on rTSR granted for the fiscal 2020 to fiscal 2022 performance period was negatively affected by Company performance in relation to targets set for fiscal 2019.
•Annual cash bonuses earned by our NEOs were 55.7%at 88.9% of target.
•Long-term compensation was earned at 64.2%in the form of target fortime-based restricted stock units and stock options awarded in fiscal 2019 based on our return on net assets.2022 vests annually over a three-year period.
We continue to maintain best practices for executive compensation.
•Our equity incentive plan prohibits the repricing or exchange of equity-based awards without stockholder approval.
•We prohibit hedging and pledging of our Common Stock by executives or directors.
•Our executives and directors are subject to stock ownership guidelines.
•We can “clawback” cash- or equity-based compensation paid to executives under certain circumstances.
•We do not provide excise tax gross-up benefits.
•We design our compensation programs to mitigate risk.
•We require a "double trigger"“double trigger” with respect to equity award vesting upon a change-in-control.
See “Proposal Two - Advisory ResolutionVote to Approve Executive Compensation — Compensation Discussion and Analysis — Executive Compensation Program Overview”, “— Other Factors Considered by the Compensation Committee” and “— Other Compensation Practices and Policies” for more information regarding our compensation philosophy, structure and developments.
| | | | | |
| Proposal Three |
| Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation |
| The Board recommends voting on executive compensation ANNUALLY. |
SEC rules require us to ask our stockholders, at least every six years, how often they would like for us to hold votes on the compensation of our named executive officers, commonly referred to as “Say-on-Pay.” Accordingly, we are requesting your advisory vote this year to determine whether future Say-on-Pay votes should be held annually, every two years or every three years.
| | | | | |
| Proposal Four |
Ratification of the Appointment of our Independent Registered Public Accounting Firm for Fiscal 2020 | 2023 |
| The Board recommends a vote FOR this proposal. |
The Audit Committee has preliminarily appointed Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements and internal control over financial reporting for the fiscal year ending September 30, 2020,2023, subject to negotiation of definitive fee arrangements.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 11
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12 MUELLER WATER PRODUCTS, INC.
TABLE OF CONTENTS
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Proposal ThreeFour - Ratification of the Appointment of ourOur Independent Registered Public Accounting Firm for Fiscal 20192023 | |
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PROXY STATEMENT FOR 2023 ANNUAL MEETING 13
ELECTION OF DIRECTORS
| | | | | |
| Proposal One | |
| Election of Ten Directors | |
| The Board recommends a vote FOR each nominee for director. |
The Board of Directors
The Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for identifying qualified candidates to serve on the Board and recommending nominees to be submitted to our stockholders for election at each annual meeting. After the Governance Committee completes its evaluation of candidates, it presents its recommendation to the Board for consideration and approval.
We strive to maintain a diverse Board whose collective body of skills and experience supports achievement of the Company’s strategy. We work to balance industry expertise with independence and the institutional knowledge of longer-tenured directors with the fresh perspectives brought by new directors. Focusing on our current and anticipated strategic and operating requirements and as part of our continued efforts to broaden our skill and diversity, the Board, per the recommendation of the Governance Committee, nominated Dr. Christine Ortiz for election at the January 2019 Annual Meeting and elected Stephen Van Arsdell to the Board in July 2019. With the addition of Dr. Ortiz and Mr. Van Arsdell, the size of the Board increased from eight members to ten.
The Governance Committee uses a matrix of key skills and experiences to evaluate candidates. The Governance Committee carefully reviews all directors and director candidates in light of these factors based on the context of the current and anticipated composition of the Board and our current and anticipated strategic and operating requirements. In reviewing a director candidate, the Governance Committee considers the following elements as qualifications required of all directors:
| | | | | | | | |
•Personal ethics and integrity •Independence | •Collaborative skills •Interpersonal skills | •Commitment •Business acumen |
The Governance Committee does not expect or intend each director to have the same background, skillsexpects and experiences; instead, it expectsintends the Board to be comprised of directors with diverse backgrounds, skills and experiences. Although the Board does not have a formal policy regarding diversity, diversity is among the criteria considered by the Board when evaluating candidates. Diversity may include gender, race, ethnicity, geographic origin/foreign citizenship or personal, educational and professional experience. The Governance Committee further believes the backgrounds and qualifications of the directors, considered as a group, should provide an appropriate mix of experience, knowledge and abilities that will enhance the Board’s oversight role.
After sixteen years of distinguished service as a director on our Board, Bernard Rethore will retire from the Board at the 2023 Annual Meeting. Mr. Rethore has more than 30 years of experience at senior executive level positions with public manufacturing companies, including serving under various roles such as Chairman, President and Chief Executive Officer. Likewise, Mr. Rethore has shared his knowledge and experience with the boards of multiple public companies, as a member and chair of their executive, audit, compensation, environment, health and safety, governance and special committees. During his time with the Company, Mr. Rethore has served on multiple Board committees and as Chair of the Nominating and Corporate Governance Committee since 2015. His extensive management and board experience and broad perspective on matters involving business strategy, capital allocation, merger and acquisition opportunities and corporate governance have been instrumental in the Company’s success over the past sixteen years. We would like to take this opportunity to thank Mr. Rethore for his many years of service, oversight, guidance and dedication.
In connection with Mr. Rethore’s retirement, the Board will follow the recommendation of the Governance Committee and reduce the size of the Board from eleven to ten members upon Mr. Rethore’s retirement. See “Proposal One - Election of Ten Directors — The Board of Directors — Background to Solicitation” for information regarding additional Board activity.
2019 PROXY STATEMENT14 11MUELLER WATER PRODUCTS, INC.
Set forth below is a summary of the key skills and experience reflected in our director nominees.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SKILLS & EXPERIENCE AND LINK TO STRATEGY | | | | | | | | | | | |
|
| Franklin | Hall | Hansen | Kolb | O’Brien | Ortiz | RethoreSharritts | Slobodow | Thomas | Tokarz | Van Arsdell |
| Executive Leadership/CEO | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |
| Corporate Governance | ü |
|
ü | | | ü |
| | ü | ü | ü | ü |
| Financial/Capital Allocation | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |
| Government and Regulatory Affairs | ü | ü |
|
ü | ü | ü | ü | ü | ü | ü |
| International Business |
| ü | ü | ü | ü | ü | ü | ü | ü | ü |
| Mergers and Acquisitions |
| ü | ü | | |
| | | | |
| Multiple-Part Manufacturing |
| | ü |
|
| ü | ü | ü | ü |
| Multiple-Part Manufacturing |
| ü | ü |
| ü | | ü |
| ü |
|
| Strategic Planning | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü |
| Enterprise Risk Management |
ü | ü | ü | ü | ü | | ü | ü | ü | ü |
| Human Capital Management | ü | ü | ü | ü |
| ü | ü | ü |
ü | ü |
| Environment, Health and Safety | ü | ü | ü |
|
ü |
| ü | | ü |
|
|
| Technology/SystemsTechnology |
| ü |
| |
| ü |
ü | ü | ü |
|
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| Materials Science and Engineering |
|
|
|
|
ü | |
ü | |
|
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| Environmental, Social and Governance (“ESG”) | | | | | ü | | ü | | | |
| Branding | ü | ü | ü |
ü | ü | ü | ü | ü |
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After evaluating each director and the composition of the full Board, the Governance Committee has recommended each directornominee identified above for election. If elected, each of the ten individuals nominated for election to the Board will hold office until the 20212024 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Each nominee has agreed to serve as a director if elected. However, if for some unforeseen reason a nominee becomes unwilling or unable to serve, proxies will be voted for a substitute nominee selected by the Board. In lieu of designating a substitute nominee, the Board, in its discretion, may reduce the number of directors.See “Proposal One - Election of Ten Directors — The Board of Directors — Background to Solicitation” for information regarding additional Board activity.
12 PROXY STATEMENT FOR 2023 ANNUAL MEETINGMUELLER WATER PRODUCTS, INC. 15
Information about the nominees, including information concerning their qualifications for office, is set forth below:
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Shirley C. Franklin President, Clarke-Franklin & Associates Age:77 Independent Director since2010
Committees: | Experience |
•President, Clarke-Franklin & Associates, Inc., a management consulting firm (1995 – present) •Co-founder, Authenticity Partners (2022 – present) •Executive Board Chair, Purpose Built Communities, Inc. (2011 – 2020) •Mayor, Atlanta, Georgia (2002 – 2010) |
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| Qualifications |
•Executive Leadership, Corporate Governance, Strategic Planning and Enterprise Risk Management expertise gained from her civic involvement and three-decade executive management career, as well as her public company and non-profit board experience. In recognition of her efforts in public service, the John F. Kennedy Presidential Library awarded Mayor Franklin with its prestigious Profile in Courage Award, honoring her principled leadership and difficult decisions necessary for good governance. •Environment, Health and Safety experience displayed by her dedicated substantial effort to environmental, safety and health initiatives, including launching Atlanta’s Office of Sustainability and its first multi-year sustainability plan and driving over $7 billion dollars in improvements to Atlanta’s public water systems and airport and parks infrastructure. As a Board member of the Centers for Disease Control and Prevention (CDC) Foundation, Ms. Franklin oversaw the fundraising and disbursement of over $500 million during the COVID-19 pandemic and Ebola and monkeypox outbreaks. •Financial/Capital Allocation knowledge gained during her multi-decade career in the private sector and in public service, as she oversaw numerous complex capital projects, including the launch of the Atlanta Beltline and nearly $5 billion of investment in the city’s infrastructure. •Government and Regulatory Affairs expertise gained from her tenure as Mayor of Atlanta. •Mayor Franklin also provides expertise in Human Capital Management and Branding. •At Delta Air Lines, Mayor Franklin oversaw a 592% TSR (+485% relative to the S&P 500) during her tenure as a director. |
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Age: 74
Director since: 2010
Board committees:
| Other Boards and Organizations |
| Shirley C. Franklin |
| | Background•Director, Delta Air Lines (2011 – 2017)
Ms. Franklin serves as Executive •Chair, of the board of directors of Purpose Built Communities, Inc., a national non-profit organization that works to transform struggling neighborhoods into sustainable communities. She also serves as Co-Chair of the Atlanta Regional Commission on Homelessness and as Chair of the board of directors of the National Center for Civil and Human Rights. From 2002Rights
•Board Member, Paul Volcker Alliance, a non-profit dedicated to 2010, Ms. Franklin served as mayor ofpublic service missions •Board Member, CDC Foundation •Board Member on several other non-profit organizations including CF Foundation; Atlanta Georgia. She earned a Bachelor of Science degree in sociology from Howard UniversityRegional Commission on Homelessness; National Alliance for Public Charter Schools; and a Master’s degree in sociology from the University of Pennsylvania. Key Experiences
The Board considered Ms. Franklin’s record of civic involvement and significant executive management experience, which has spanned three decades. In addition, during her service as mayor ofPurpose Built Schools Atlanta Ms. Franklin worked to rebuild the city’s water infrastructure.
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Other public company boards within the last five years:
Delta Air Lines, Inc.
| Education |
| •BA, Sociology, Howard University •MA, Sociology, University of Pennsylvania |
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| Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |
16 MUELLER WATER PRODUCTS, INC.
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J. Scott Hall President and CEO, Mueller Water Products Age: 5558 Director since: since2017 Board committees:
Committees: | | J. Scott HallExperience |
| | Background
Mr. Hall has served as our •President and Chief Executive Officer, since January 2017. He served as Mueller Water Products (2017 – present)
•President and CEO, of Textron’sTextron Industrial segment from December 2009 until January 2017. Mr. Hall joined Textron in 2001 as president of(2009 – 2017); President, Textron’s Greenlee business unit (2003 – 2009), President, Textron’s Tempo business unit, a multi-facility roll-up of communication test equipment. He was named president of Greenlee inequipment (2001 – 2003 when Tempo became part of the Greenlee business unit. Prior to joining Textron, Mr. Hall hadGreenlee) •Held several leadership roles, including at General Cable, a leading manufacturer of wire and cable. Mr. Hallcable, where he ran General Cable’sthe Canadian businesses before taking over responsibility for General Cable’sthe Global Communications business. Mr. Hall earned his Bachelor of Commerce degree from Memorial University of Newfoundlandbusiness |
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| Qualifications |
•Executive Leadership, International Business, Strategic Planning, Technology and Mergers and his MBA from the University of Western Ontario Ivey School of Business. Key Experiences
The Board considered Mr. Hall’s commercial experience and business leadership skillsAcquisitions gained from his past and current positions in management.management including thirteen years as a CEO of industrial and commercial companies, a communication test equipment producer and leadership of the Canadian and Global Communications businesses at General Cable. Throughout his career, Mr. Hall has been involved in both strategic acquisitions and organic product development within manufacturing companies.
•Financial/Capital Allocation, Multiple-Part Manufacturing expertise from his oversight of business units and companies with billions of dollars in sales, as well as extensive understanding of Six Sigma and LEAN manufacturing processes. •Mr. Hall also brings expertise in Government and Regulatory Affairs, Enterprise Risk Management, Human Capital Management, Environment, Health and Safety, and Branding. |
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| Other Boards and Organizations |
| •Director, Altra Industrial Motion, Inc. (2020 – present) |
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| Education |
| •BCom, Memorial University of Newfoundland •MBA, University of Western Ontario Ivey School of Business |
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| Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |
PROXY STATEMENT FOR 2023 ANNUAL MEETING 17
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Thomas J. Hansen Former Vice Chairman, Illinois Tool Works Age:73 Independent Director since2011
Committees: | Experience |
•Vice Chairman (2006 – 2012); Executive Vice President with responsibility for Worldwide Metal and Plastic Fastener and Components businesses, Fluids & Polymers and Construction businesses, as well as its Industrial Metals and Plastic segment (1998 – 2006); President, Worldwide Metal Fastener and Components businesses (1993 – 1998); President North American Industrial and Automotive Fastener businesses (1990 – 1993); Vice President and General Manager, North American Industrial Metal Fastener and Buckle Divisions (1986 – 1990); General Manager, Shakeproof Industrial Products businesses (1983 – 1986); sales and marketing manager (1980 – 1983); Illinois Tool Works Inc. |
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| Qualifications |
•Executive Leadership, Financial/Capital Allocation, International Business, Strategic Planning, Enterprise Risk Management and Environmental, Health and Safety gained through his 32-year career at Illinois Tool Works in roles of increasing responsibility including oversight of manufacturing with various components (industrial metals, plastics, fluids & polymers). •Multi-Part Manufacturing expertise displayed throughout his career at Illinois Tool Works, a diversified manufacturer of fasteners and components, consumable systems and a variety of specialty products and equipment. •Mergers and Acquisitions experience gained from overseeing various divestitures and acquisitions during his tenure as EVP and Vice Chairman of Illinois Tool Works. •Mr. Hansen also provides expertise in Corporate Governance, Human Capital Management, and Branding. •At CDW Corp., Mr. Hansen oversaw a 56% TSR (+20% relative to the S&P 500) during his tenure as director. |
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| Other Boards and Organizations |
| •Lead Independent Director, Standex International Corporation (2013 – present) •Director, Terex Corporation (2008 – present) •Director, Gill Industries Inc., a privately held corporation (2014 – 2018) •Director, CDW Corp. (2005 – 2008) |
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| Education |
| •BS, Marketing, Northern Illinois University •MBA, Governors State University |
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| Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |
18 MUELLER WATER PRODUCTS, INC.
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Mark J. O’Brien Former Chairman & CEO, Walter Investment Management Age:79 Independent Director since2006
Committees: | Experience |
•Chairman and Chief Executive Officer, Walter Investment Management Corp. (formerly Walter Industries’ Homes Business), a mortgage portfolio owner and mortgage originator and servicer (2009 – 2015) •President and Chief Executive Officer, Brier Patch Capital and Management, Inc., a real estate management and investment firm (2004 – 2009) •Served in various executive capacities including President and Chief Executive Officer, Pulte Homes, Inc., a homebuilding company (1982 – 2003) |
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| Qualifications |
•Executive Leadership and Corporate Governance gained through his tenure as the CEO of three different real estate companies in the homebuilding, property investment, and mortgage finance verticals. •Financial/Capital Allocation and Strategic Planning expertise from his decades at Pulte Homes, where, as part of the senior management team, company revenues tripled to $7.5 billion and earnings per share rose by 450 percent. •Mergers and Acquisitions experience from overseeing the acquisitions of Residential Capital’s mortgage business and Green Tree Servicing (October 2012 and March 2011) during his tenure as CEO of Walter Investment Management. •Mr. O’Brien also brings expertise in Government and Regulatory Affairs, International Business, Enterprise Risk Management, Human Capital Management and Branding. •At Pulte Homes Mr. O’Brien oversaw a 40% TSR during his tenure (+54% relative to the S&P 500). |
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| Other Boards and Organizations |
| •Director, Ditech Holding Corp. (previously Walter Investment Management) (2009 – 2017) |
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| Education |
| •BA, History, University of Miami |
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| Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |
PROXY STATEMENT FOR 2023 ANNUAL MEETING 19
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Christine Ortiz Morris Cohen Professor of Materials Science and Engineering, Massachusetts Institute of Technology Age:52 Independent Director since2019
Committees: | Experience |
•Morris Cohen Professor of Materials Science and Engineering (present); Dean for Graduate Education (2010 – 2016); Massachusetts Institute of Technology •Author of more than 200 scholarly publications and received 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded by President George W. Bush •Founder, Station1; an innovative, nonprofit, higher education educational institution |
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| Qualifications |
•Multiple-Part Manufacturing, Technology and Materials Science and Engineering knowledge through her background as a dean and career as a distinguished scientist and engineer whose research focuses on multi-scale mechanics of structural materials, materials design, nanotechnology, additive manufacturing and computational materials. •Executive Leadership, Strategic Planning and Branding experience gained through her experience as a founder of Station1 innovative higher education educational institution and Massachusetts Institute of Technology’s Dean for Graduate Education. At Station1, Dr. Ortiz has partnered with over 90 technology-focused startup companies, social enterprises, and non-profit organizations on research and development projects. As Dean, she supported over 7,000 graduate students in 45 graduate degree programs across 5 academic schools. •Dr. Ortiz also provides expertise in Financial/Capital Allocation, Government and Regulatory Affairs, Enterprise Risk Management, Environment, Health and Safety, International Business and Environmental, Social and Governance. |
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| Other Boards and Organizations |
| •Director, Enovis Corporation (2022 – present) |
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| Education |
| •BS, Materials Science and Engineering, Rensselaer Polytechnic Institute •MS, Materials Science and Engineering, Cornell University •PhD, Materials Science and Engineering, Cornell University |
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| Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |
20 MUELLER WATER PRODUCTS, INC.
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Jeffery S. Sharritts EVP and Chief Customer and Partner Officer, Cisco Age:54 Independent Director since2021
Committees: | Experience |
•Executive Vice President and Chief Customer and Partner Officer at Cisco (2022 – present); Senior Vice President of the Americas (2018 – present); Senior Vice President, U.S. Commercial Sales (2014 – 2018); served in several executive sales roles, joined in 2000; Cisco |
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| Qualifications |
•Executive Leadership, Strategic Planning, Technology and Branding experience gained through his extensive experience in senior executive level positions and particular expertise related to sales and marketing of technology-driven products and related services. •Financial/Capital Allocation, Government and Regulatory Affairs, Human Capital Management and International Business experience gained through his role as Senior Vice President of the Americas for Cisco, where he managed a business unit with more than $29 billion of annual sales in 49 countries, oversaw products in both commercial and public sector verticals and was central to helping expand Cisco’s commercial sales model to Canada and Latin America. |
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| Other Boards and Organizations |
| •Advisory Board Member, Georgia Chamber of Commerce •Advisory Board Member, Metro Atlanta Chamber of Commerce |
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| Education |
| •BS, Business Administration, The Ohio State University |
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| ChairpersonChair | | Member | A = Audit | C = Compensation | E = EHS | X = Executive | G = Governance | CO = CompensationCapital Allocation | X = Executive |
2019 PROXY STATEMENT FOR 2023 ANNUAL MEETING 1321
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Brian L. Slobodow Operating Partner, Operational Resource Group Age:54 Independent Director since2022
Committees: | Experience |
•Operating Partner, Operational Resource Group, whose clients include a leading middle-market private equity firm (2021 – present) •Operating Executive, Golden Gate Capital (2015 – 2020), where he gained extensive experience on management teams, serving as the Chief Operating Officer of Atrium (2013 – 2015), Chief Executive Officer, Chief Administrative Officer, and a director of U.S. Silica Company (2011 – 2013) and President and Chief Operating Officer of Neways International (2007 – 2011), all of which are former Golden Gate Capital portfolio companies •Vice President, Global Supply Chain (2006 – 2007), Chief Procurement Officer (2005 – 2006) and Director, Contract Manufacturing (2003 – 2005), Johnson & Johnson •Principal, A.T. Kearney (2000 – 2003) |
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| Qualifications |
•Executive Leadership/CEO, Corporate Governance and Financial/Capital Allocation, through his years of experience as an executive at Golden Gate Capital and in executive leadership at a number of the firm’s portfolio companies. •International Business, Multiple-Part Manufacturing and Strategic Planning, gained through his over 30 years of operations expertise while in various roles at Johnson & Johnson and his executive leadership at Golden Gate Capital portfolio companies. •Environment, Health & Safety and Environmental, Social and Governance through his experience as CEO of U.S. Silica where Mr. Slobodow lead the development of the company’s initial ESG strategy and release of U.S. Silica’s inaugural ESG annual report. •Mr. Slobodow also brings expertise in Government and Regulatory Affairs, Mergers and Acquisitions, Enterprise Risk Management, Technology, Materials Science and Engineering and Branding. |
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Age: 70
Director since: 2011
Board committees:
| | Thomas J. HansenOther Boards and Organizations |
| | Background
Until 2012, Mr. Hansen served as Vice Chairman of Illinois Tool Works Inc. (“ITW”), a manufacturer of fasteners and components, consumable systems and a variety of specialty products and equipment. He joined ITW in 1980 as a sales and marketing manager of the Shakeproof Industrial Products businesses. From 1998 to 2006, Mr. Hansen served as Executive Vice President of ITW. He earned a Bachelor of Science degree in marketing from Northern Illinois University and a Master of Business Administration degree from Governors State University.
Key Experiences
The Board considered Mr. Hansen’s experience as a senior executive of a large diversified industrial manufacturing company that faces many of the same economic, social and governance issues we face.
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| •Director, Marmic Fire and Safety, a full-service fire protection company based in Joplin, MO (2021 – present) •Director, ANGUS Chemical Company (2018 – 2020) •Director, Cole-Parmer (2018 – 2019) •Director, Springs Window Fashion (2016 – 2018) |
Other public company boards within the last five years:
Standex International Corporation, Terex Corporation
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| Education |
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•BS, Industrial and Manufacturing Engineering, University of Rhode Island
•MBA, Massachusetts Institute of Technology Sloan School of Management | |
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| Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |
22 MUELLER WATER PRODUCTS, INC.
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Lydia W. Thomas Former President & CEO, Noblis Age: 8378 Independent Director since: since20062008 Board committees:
Committees: | Experience |
Jerry W.•President and Chief Executive Officer, Noblis, Inc., a public interest scientific research, technology and strategy company (1996 – 2007) •Senior Vice President and General Manager (1992 – 1996); Vice President (1989 – 1992); Technical Director (1982 – 1989); The MITRE Corporation, Center for Environment, Resources and Space •Founding Member appointed by President Bush, Homeland Security Advisory Council (2002 – 2016) |
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| Qualifications |
•Executive Leadership, Corporate Governance, Financial/Capital Allocation, Government and Regulatory Affairs, Strategic Planning, Enterprise Risk Management, Environment, Health and Safety and Technology expertise gained through her extensive experience at senior executive level positions and particular expertise related to information technology and environment, health and safety matters as well as her service on numerous government advisory committees focused on health and safety, technology and climate. In 2013, Dr. Thomas was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. •Mergers and Acquisitions experience gained from overseeing the acquisitions of Gill/Balsano Consulting and Jennings Ryan & Kolb (October 2004) as Noblis CEO •Dr. Thomas also provides expertise in International Business, Human Capital Management and Branding. •At Cabot, Dr. Thomas oversaw a TSR of 1,055% (+367% relative to the S&P 500) during her tenure as a director. |
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| Other Boards and Organizations |
Background
| •Member, Constant Associates Inc. Advisory Board (2020 – Present) From 1986 to 1998, Mr. Kolb served as a Vice •Member, Council on Foreign Relations (2011 – Present)
•Emerita Member, Charles Stark Draper Laboratory •Director, Cabot Corporation (1994 – 2017) •Director, Washington Mutual Investors Fund (2010 – 2019) •Member, Governor’s Commission on Climate Change, Commonwealth of Virginia (2007 – 2008) •Senior Advisor, Northern Virginia Technology Council (2012 – 2017) •Director, Northern Virginia Technology Council (2003 – 2012) •Member, Virginia Governor’s Higher Education Summit Steering Committee (1994 – 1998) •Member, Virginia Research and Technology Advisory Committee (1990 – 1998) |
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| Education |
| •BS, Zoology, Howard University •MS, Microbiology, American University •PhD, Cytology, Howard University |
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| Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |
PROXY STATEMENT FOR 2023 ANNUAL MEETING 23
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Michael T. Tokarz Chairman, Tokarz Group Age:73 Independent Director since2006
Committees: | Experience |
•Chairman of Deloitte LLP,the Board, Tokarz Group, LLC, an investment company (2002 – present) •Co-Founder, Public Pension Capital, a registered public accounting firm. He isprivate equity fund (2014 – present) •General Partner, New York Administrative Partner, a certified public accountant.member of the company’s first Portfolio Management Committee and head of the commercial banking industry group, Kohlberg Kravis Roberts & Co. L.P. (KKR) (1985 – 2002) |
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| Qualifications |
•Executive Leadership, Financial/Capital Allocation and Strategic Planning experience gained during his multi-decade private equity career, where he oversaw various investment transaction structures, including leveraged buyouts, debt restructurings, and financings. At KKR, Mr. Kolb earnedTokarz was involved in the firm’s investments in such companies as Beatrice Foods, Safeway, and the Bank of New England. •Corporate Governance and Enterprise Risk Management experience gained through his service on multiple public-company boards in the financial services, insurance, and industrial sectors. In 2007, he was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. •Mergers and Acquisitions expertise gained through his leadership position at KKR overseeing multiple corporate acquisition and disposition processes. Recent representative transactions in his role at Public Pension Capital include the 2019 sale of Viteos Fund Services and the 2017 acquisition of Inframark. •Mr. Tokarz also provides expertise in Government and Regulatory Affairs, International Business, Multiple-Part Manufacturing and Human Capital Management. •As an IDEX director, Mr. Tokarz oversaw a Bachelor3,598% TSR (+2,580% relative to the S&P 500 and +3,376% relative to the S&P Industrial Select Index). |
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| Other Boards and Organizations |
| •Vice Chair, Shield T3, a COVID-19 testing company owned by the Board of Science degree in accountancy, with highest honors, fromTrustees of the University of Illinois and a Master of Business Administration degree from DePaul University.(2020 – present) Key Experiences•Chair, MVC Capital, Inc. (2003 – 2020)
The Board considered Mr. Kolb’s broad perspective in accounting and financial reporting matters and his extensive experience in audit, finance and compensation matters and in executive management based on his 41-year career with Deloitte.•Chair, Walter Energy, Inc. (1987 – 2016)
•Director, CNO Financial Group, Inc., (formerly Conseco, Inc.), an insurance provider (2003 – 2017) •Director, Walter Investment Management Corp. (2009 – 2017) •Director, IDEX Corporation (1987 – 2015) |
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| Education |
|   •MBA, Finance, University of Illinois |
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Other public company boards within the last five years:
Walter Energy, Inc. | Chair | | Member | A = Audit | C = Compensation | E = EHS | G = Governance | O = Capital Allocation | X = Executive |
24 MUELLER WATER PRODUCTS, INC.
| | | | | |
Stephen C. Van Arsdell Former Senior Partner, Deloitte; Chair & CEO, Deloitte & Touche Age:72 Independent Director since2019
Committees: | Experience |
•Senior Partner of Deloitte LLP and member of the Board of Directors, including as Vice-Chair (2003 – 2009); senior management roles including Chairman, Chief Executive Officer, and Chief Quality Officer (2010 – 2012) and Deputy Chief Executive Officer (2009 – 2010) of Deloitte & Touche LLP, which he joined in 1975 |
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| Qualifications |
•Executive Leadership/CEO, Corporate Governance, Financial/Capital Allocation and Risk Management skills gained from Mr. Van Arsdell’s time in senior leadership at Deloitte and Deloitte & Touche where he oversaw a national organization of 15,000 professionals providing audit, assurance, risk and capital markets advisory services. •International Business, Strategic Planning, Governmental and Regulatory Affairs experience gained thorough his roles in Deloitte’s international operations, serving as a key member of the Global Audit Leadership Team, where he helped develop the firm’s strategic plans for the global audit practice as well as in his service to some of Deloitte’s most significant clients with extensive international operations. •Mergers and Acquisitions experience from participating in the M&A activities of many clients while at Deloitte and of First Midwest Bancorp as a member of the Board of Directors, as well as in the merger of First Midwest Bancorp and Old National Bancorp. |
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| Other Boards and Organizations |
| •Director, Old National Bancorp (2022 – present) •Director, First Midwest Bancorp (2017 – 2022) •Audit Committee Member, Brown Brothers Harriman, a privately held global financial services firm (2015 – present) •Chair, Board of Trustees, The Morton Arboretum (2020 – present) |
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| Education |
| •BS, Accounting, University of Illinois •MAS, University of Illinois •Certified Public Accountant (CPA) |
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| ChairpersonChair | | Member | A = Audit | C = Compensation | E = EHS | X = Executive | G = Governance | CO = CompensationCapital Allocation | X = Executive |
14 PROXY STATEMENT FOR 2023 ANNUAL MEETINGMUELLER WATER PRODUCTS, INC. 25
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Age: 76
Director since: 2006
Board committees:
| | Mark J. O’Brien |
| | Background
Mr. O’Brien serves as our Non-Executive Chairman. He served as Chairman of Walter Investment Management Corp. (formerly Walter Industries’ Homes Business), a mortgage portfolio owner and mortgage originator and servicer, from 2009 through December 2015, and he served as its Chief Executive Officer from 2009 to October 2015. Mr. O’Brien has served as President and Chief Executive Officer of Brier Patch Capital and Management, Inc., a real estate management and investment firm, since 2004. He served in various executive capacities at Pulte Homes, Inc., a home building company, for 21 years, retiring as President and Chief Executive Officer in 2003. Mr. O’Brien earned a Bachelor of Arts degree in history from the University of Miami.
Key Experiences
The Board considered Mr. O’Brien’s knowledge of capital markets, municipal finance and the homebuilding and real estate sectors of the economy.
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and ex officio member of all other standing committeesOther public company boards within the last five years:
Walter Investment Management Corp.
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BACKGROUND TO SOLICITATION
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Age: 49
Director since: 2019
Board committees:
| | Christine Ortiz |
| | Background
Dr. Ortiz is the Morris Cohen Professor of Materials Science and Engineering at the Massachusetts Institute of Technology. The author of more than 180 scholarly publications, she has supervised research projects across multiple academic disciplines, received 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded to her by President George W. Bush, and served as the Dean for Graduate Education at MIT from 2010 to 2016. She is also the founder of an innovative, nonprofit, post-secondary educational institution, Station1. Dr. Ortiz earned a B.S. from Rensselaer Polytechnic Institute and an M.S. and Ph.D. from Cornell University, all in the field of materials science and engineering.
Key Experiences
The Board considered Dr. Ortiz’s background as a dean, a social entrepreneur and a distinguished scientist and engineer whose research focuses on multi-scale mechanics of structural materials, materials design, nanotechnology, additive manufacturing, and computational materials.
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General InformationAs in recent years, we prioritized capital investments in fiscal 2022 and plan to continue such prioritization through fiscal 2023 to modernize our manufacturing facilities and processes. We believe this modernization will improve product quality, drive non-price margin expansion, reduce our geographic and environmental footprint and expand our product portfolio. Our large valve manufacturing expansion in Chattanooga, Tennessee neared full-scale production during fiscal 2022. We have completed the consolidation of multiple facilities into our new facility in Kimball, Tennessee to support machining and assembly capabilities in the Southeast. We anticipate that these investments and activities will enable us to capitalize on the growing need for large valves because of the migration to more densely populated, urban areas and an increased focus by customers on products made in America. In addition, we are nearing completion of our new brass foundry in Decatur, Illinois, scheduled to begin start-up production in 2023.
In fiscal 2022, we delivered our second consecutive year of double-digit net sales growth and ended the year with a record backlog. We also engaged in a program of regular Board refreshment that introduced three new directors since 2019. Board refreshment has been undertaken with attentiveness to continually enhancing the Board’s set of relevant skills and diversity of experience and successively strengthening the Board’s oversight capabilities.
Nominations and Settlement
On October 11, 2022, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Ancora Catalyst Institutional, LP and certain of its affiliates (collectively, “Ancora”), pursuant to which we agreed to appoint two new independent directors to the Board. Pursuant to the Cooperation Agreement, Brian Slobodow was appointed to the Board immediately and Niclas Ytterdahl is to be appointed to the Board within five business days of the 2023 Annual Meeting. Mr. Ytterdahl is serving as a board observer until he is appointed as a director. The Cooperation Agreement governs certain matters, such as the size of the Board and the composition of the Board’s committees and provided for the formation of the Capital Allocation and Operations Committee. Effective upon execution of the Cooperation Agreement, Ancora withdrew its notice of intent to nominate director candidates for election to the Board at the 2023 Annual Meeting.
A summary of the Cooperation Agreement is included in a Form 8-K filed with the U.S. Securities and Exchange Commission on October 13, 2022, with the full Cooperation Agreement filed as an exhibit to the Form 8-K.
The Board has always focused on maintaining a Board comprised of members with a diversity of backgrounds, skills, tenure, and expertise. As part of the Board’s continued refreshment plans and in conjunction with the Cooperation Agreement, the Company announced that it will accelerate the refreshment of the Board by adding several new directors with fresh perspectives in the near term. This plan is intended to further align the Board’s experience and skills with the Company’s strategic direction. As part of this plan, following the 2023 Annual Meeting, each member of the Board who has served for more than 10 years will depart during the next three years, with no more than three directors departing in any one year.
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| Chairperson | | Member | A = Audit | E = EHS | X = Executive | G = Governance | C = Compensation |
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Age: 78
Director since: 2006
Board committees:
| | Bernard G. Rethore |
| | Background
Mr. Rethore has served as Chairman Emeritus of Flowserve Corporation, a manufacturer of pumps, valves, seals and components, since 2000. From January 2000 to April 2000, he served as Flowserve’s Chairman. Mr. Rethore had previously served as its Chairman, President and Chief Executive Officer. In 2008, Mr. Rethore was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year, and in 2012, he was designated a Board Leadership Fellow by the National Association of Corporate Directors. He earned a Bachelor of Arts degree in Economics (Honors) from Yale University and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania, where he was a Joseph P. Wharton Scholar and Fellow.
Key Experiences
The Board considered Mr. Rethore’s more than 30 years of experience at senior executive level positions with public manufacturing companies and his service on the boards of multiple public companies, as a member and chair of their executive, audit, compensation, environment, health and safety, governance and special committees. His extensive management and board experience make him a valuable contributor to the Board on matters involving business strategy, capital allocation, merger and acquisition opportunities and corporate governance.
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Other public company boards within the last five years:
Dover Corp.,
Walter Energy, Inc.,
Belden, Inc.
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Age: 75
Director since: 2008
Board committees:
|
| Lydia W. Thomas |
| | Background
Dr. Thomas served as President and Chief Executive Officer of Noblis, Inc., a public interest scientific research, technology and strategy company, from 1996 to 2007. She was previously with The MITRE Corporation, Center for Environment, Resources and Space, serving as Senior Vice President and General Manager from 1992 to 1996, Vice President from 1989 to 1992 and Technical Director from 1982 to 1989. In 2013, she was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. Dr. Thomas is also a member of the Council on Foreign Relations. She earned a Bachelor of Science degree in zoology from Howard University, a Master of Science degree in microbiology from American University and a Doctor of Philosophy degree in cytology from Howard University.
Key Experiences
The Board considered Dr. Thomas’ extensive experience at senior executive level positions and particular expertise related to information technology and environment, health and safety matters.
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Other public company boards:
Washington Mutual Investors Fund
Other public company boards within the last five years:
Cabot Corporation
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| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Chairperson | | Member | A = Audit | E = EHS | X = Executive | G = Governance | C = Compensation |
1626 MUELLER WATER PRODUCTS, INC.
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Age: 70
Director since: 2006
Board committees:
|
| Michael T. Tokarz |
| | Background
Since 2002, Mr. Tokarz has served as a member of the Tokarz Group, LLC, an investment company. From 1996 until 2002, Mr. Tokarz served as a member of the limited liability company that serves as the general partner of Kohlberg Kravis Roberts & Co. L.P., a private equity company. In 2007, he was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. He earned a Bachelor of Arts degree in economics with high distinction and a Master of Business Administration degree in finance from the University of Illinois.
Key Experiences
The Board considered Mr. Tokarz’s knowledge and experience in banking and finance, his entrepreneurial and business leadership skills, his more than 20 years of board experience with publicly traded companies and his corporate governance training.
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Other public company boards:
MVC Capital, Inc. (Chairman)
Other public company boards within the last five years:
Walter Energy, Inc., Dakota Growers Pasta Company, IDEX Corporation, CNO Financial Group, Inc., Walter Investment Management Corp.
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Age: 69
Director since: 2019
Board committees:
|
| Stephen C. Van Arsdell |
| | Background
Mr. Van Arsdell is a former senior partner of Deloitte LLP, where he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP from 2010-2012 and as Deputy Chief Executive Officer from 2009-2010. He also served as a member of Deloitte’s Board from 2003-2009. During this time, he held the position of Vice-Chairman of the Board and served on and chaired various committees thereof, including the Audit and Finance Committee. He is currently a member of the Dean’s Advisory Council for the Gies College of Business at the University of Illinois and a member of the Board of Directors and a past Chair of the University of Illinois Alumni Alliance. He also currently serves on the Board of Trustees of The Morton Arboretum, for which he is the Treasurer and Chair of the Finance Committee, and is a past chair of the Board of Trustees of The Conservation Foundation. Mr. Van Arsdell earned both a Bachelor of Science and a Masters of Accounting Science degree in Accounting from the University of Illinois in 1972 and 1973, respectively, where he was a James Scholar. He is a certified public accountant.
Key Experiences
The Board considered Mr. Van Arsdell’s extensive background in audit and finance together with his expertise in accounting, risk management and corporate governance.
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Other public company boards:
First Midwest Bancorp, Inc.
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| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Chairperson | | Member | A = Audit | E = EHS | X = Executive | G = Governance | C = Compensation |
Board Refreshment/Board Succession Planning
The Board believes that thoughtful refreshment is necessary to ensure that the Board remains aligned with the needs of the Company as it evolves. To that end, the Governance Committee regularly assesses director succession and board refreshment, with a focus on maintaining an optimal mix of institutional knowledge, industry expertise and fresh insight among its directors.
In addition to increasing Board diversity, the Board’s refreshment efforts over the past three years have resulted in an average director tenure of 9 years, which is significantly lower than the average director tenure of other S&P 500 companies (2019 U.S. Spencer Stuart Board Index).
While the Board believes that tenure and age are important considerations in assessing Board composition, it also believes that the institutional knowledge and industry expertise contributed by its longer-tenured directors are of significant value to the Company and its current strategic direction. For this reason, the Board does not make membership decisions based solely on either metric.
Of equal importance is the varied perspective that new Board members bring. TwoFour new directors were added tohave joined the Board this yearsince 2019 — their addition reflects the Board’s strong commitment to diversity across multiple dimensions including technical and financial skills, expertise and career background as well as personal traits such as age, gender and ethnicity. Additionally, an additional member is scheduled to join the Board in February 2023, which will bring the number of Board members with less than five years of tenure to five. See “Proposal One - Election of Ten Directors — The Board of Directors —Background to Solicitation” for information regarding planned Board refreshment activity.
Board Composition
The Board continues to identify and incorporate directors with diverse experiences and perspectives to provide the Company with thoughtful and engaged board oversight. TheIn fiscal 2022, with Mr. Kolb’s retirement in February 2022, the number of Board is currently composed of ten directors.members was ten. Each of our director nominees is independent, except Mr. Hall, our President and CEO. As demonstrated by the following key metrics(1), the Board actively seeks highly qualified women, individuals from underrepresented minorities and those with a wealth of diverse skills and talents to join the Board.
| | | | | | | | | | | |
| 9 of our 10 directors are independent, including the ChairmanChair | | 10 of our10 directors have Executive Leadership/CEO experience |
| 3 of our 10 directors are women | | 4 of our 10 directors are from underrepresented minorities |
| 7 of our 10directors have Corporate Governance experience |
| |
(1)
In accordance with the Cooperation Agreement, Mr. Slobodow was appointed to the Board in October 2022. The fiscal 2022 metrics do not include or represent his appointment.
18 PROXY STATEMENT FOR 2023 ANNUAL MEETINGMUELLER WATER PRODUCTS, INC. 27
Director Nomination Process
| | | | | | | | | | | |
In discharging its responsibility related to director nominations, the Governance Committee receives input from other directors and, if applicable, an independent professional search firm. It also considers and evaluates candidates recommended by stockholders, as described below. The Governance Committee utilizes the same process and criteria to evaluate all candidates, regardless of who recommends the candidate.candidates. The Governance Committee’s comprehensive evaluation includes a reference and background check, as well as interviews and discussions about the candidate’s qualifications, availability and commitment.multiple stages. The Chair of the Governance Committee interviews each qualified candidate and selects candidates to be interviewed by other members of the Governance Committee. The Governance Committee's evaluation includes a reference and background check, as well as interviews and discussions about the candidate’s qualifications, availability and commitment. The Governance Committee reviews the results of all interviews and makes a recommendation to the full Board with respect to nominating a candidate for election to the Board. The Board expects all candidates recommended to the full Board to have received the approval of all members of the Governance Committee. In evaluating candidates, the Governance Committee considers a variety of qualifications, experience, attributes and skills and recognizes that a diversity of knowledge, viewpoints and experience can enhance the Board’s effectiveness. Accordingly, as part of its candidate evaluation, the Governance Committee considers how the candidate’s background, qualifications, experience, attributes and skills may enhance the quality of the Board’s deliberations and decisions. | Nomination Process At-a-Glance |
| 1 | Establish Candidate Pool | |
| 2 | Conduct Interview by Chair | |
| 3 | Perform Reference and/ Background Check3
Interview
and Governance Committee Interviews | |
| 4 | Review Results and Recommend | |
| | |
2019 PROXY STATEMENT28 19MUELLER WATER PRODUCTS, INC.
Set forth below is a summary of the key skills and experience necessary for the Board as a whole. See “Proposal One - Election of Ten Directors — The Board of Directors” for information concerning each nominee’s relevant skills and experience.
| | | | | |
| Skill/Experience | Relevance to Mueller Water Products |
| Executive Leadership/CEO experience. Experience serving in top management positions is important since these directors bring perspective in analyzing, shaping and overseeing strategy and the execution of important operational and policy issues at a senior level. |
| Corporate Governance expertise. Directors who have corporate governance experience can assist the Board in fulfilling its responsibilities related to the oversight of our legal, environmental and regulatory compliance. |
| Financial/Capital Allocation expertise. Knowledge of financial markets, financing and funding operations, accounting and financial reporting processes is important since it assists our directors in understanding, advising and overseeing our capital structure, financing and investing activities, financial reporting and internal control of these activities. |
| Government and Regulatory Affairs expertise. Directors who have served in government positions or who have worked extensively with governments, environmental or regulatory bodies can provide oversight of compliance with rules and regulations and insight into working constructively with government, environmental and regulatory bodies. |
| International Business experience. Since we manufacture and sell certain of our products outside the United States, directors with global expertise can provide a useful business and cultural perspective regarding significant aspects of our businesses. |
| Mergers and Acquisitions experience. Since we have a strategy of selectively pursuing potential acquisitions, directors who have a background in M&A transactions can provide useful insight into developing and implementing strategies for growing our businesses through combination with other organizations. |
| Multiple-part Manufacturing and Operations experience. Experience in manufacturing is useful in understanding our research and development efforts, product engineering, design and manufacturing, operations, products and the market segments in which we compete. |
| Strategic Planning expertise. We operate in competitive markets and our businesses are subject to a wide variety of risks. Directors who have strategic planning experience can assist the Board in adopting policies and procedures responsive to the risks we face. |
| Enterprise Risk Management experience. In light of the potential financial and reputational damage that can occur when companies fail to oversee compliance and properly manage risk, it is increasingly important to include directors with extensive enterprise risk management experience .experience. |
| Human Capital Management experience. Because we recognize that an engaged and diverse workforce is the foundation of our success, it is important that our directors have experience with organizational management and talent development, including employee compensation and benefits, engagement and training, and diversity and inclusion. |
| Environment, Health and Safety expertise. We are committed to responsible environmental stewardship and rigorous health and safety oversight. We believe directors with EHS experience can help drive strong environment, health and safety performance not only at the most strategic level but also throughout the organization. |
| Technology/SystemsTechnology experience. Directors with backgrounds in engineering disciplines, computer science, software development and cyber security are increasingly important in light of our strategic focus on manufacturing and product technologies.
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| Materials Science and Engineering experience. Directors with a background in these areas are important to our understanding of how metals, nanomaterials and other substances meet the electrical, chemical or mechanical requirements of our products. |
| Environmental, Social and Governance (“ESG”) experience. Directors with experience overseeing ESG strategy are important to ensure the Company successfully implements and executes the appropriate strategies for sustainability; diversity, equity and inclusion; and human capital management. |
| Branding expertise. Directors who have worked to define and maintain perceptions of the nature and focus of an enterprise, specifically during transformative change, can be an invaluable asset. |
PROXY STATEMENT FOR 2023 ANNUAL MEETING 29
Director Candidate Recommendations
A stockholder who wishes to submit a director candidate for consideration by the Governance Committee must do so by writing our Corporate Secretary and including the candidate’s biographical data. See “Questions About Voting and the Annual Meeting.”
Board Tenure Policy
The Board believes that an appropriate mix of tenured directors and newer directors with fresh perspectives is necessary to ensure a vital and effective Board.Board. Since January 2017,2019, the Board has appointed threefour new directors, advancingadvancing both
20 MUELLER WATER PRODUCTS, INC.
the skill set and experience profile of the Board while simultaneously increasing its diversity. Complementing this strategy of refreshment and enhancement is a commitment to making the most of our longer-tenured directors’ experience and intricate knowledge of the Company’s operations. While the Board believes that age and tenure are important considerations in assessing Board composition, it also believes the best interests of the Company are served by being able to take advantage of all available talent and that a significant degree of continuity year-over-year is beneficial to stockholders. For this reason, the Board does not have absolute limits regarding age of directors or the length of time that a director may serve but considers these aspects among several factors in re-nomination decisions.
The Board’s Role and Responsibilities
Overview
Our Board of Directors is responsible for overseeing the business affairs of the Company, including regularly monitoring the effectiveness of management’s implementation of strategy, policy, risk mitigation tactics and other decisions. As the Company continues to grow and transform, the Board not only guides management, but also assists in reacting to changing environments. The Board receives regular updates and engages actively with the management team regarding key strategic initiatives, technology trends, competitive and economic changes and other important developments and is also involved in strategic planning and review each year. Combined with management’s execution of our business strategy, the Board’s oversight promotes the creation of long-term stockholder value, with a focus on assessing both the potential opportunities available to us and the risks that we might encounter.
Board Risk Oversight
RISK
While the Board maintains oversight responsibility for how we manage risk, it charges management with assessing and mitigating that risk through the development, implementation and maintenance of the Company's risk management processes and cyber security program. As a result, our internal control environment has been specifically designed to identify and manage risks and to facilitate communication with the Board. Our internal audit department, which reports to the Audit Committee, administers our enterprise risk assessment and, in coordination with our legal and compliance functions, is responsible for ongoing enterprise risk management processes. It also regularly reports to the Board and its committees on risk-related issues as a complement to our strategic planning process. Additionally, the Audit Committee consults with management regarding cyber security initiatives and requests that management report to the Audit Committee and/or the full Board regularly on its assessment not only of cyber security, but also of the operational, financial and accounting, competitive, reputational and legal risks to the Company. The Board also considers specific risk topics and receives regular reports from the heads of our principal businesses and corporate functions that include discussion of the risks and exposures inherent in their respective areas of responsibility.
30 MUELLER WATER PRODUCTS, INC.
The Board executes its risk oversight function both as a whole and through delegation to its committees, specifically:
| | | | | |
Audit Committee •Oversees risk management related to accounting and financial reporting, the audit process, internal control over financial reporting and disclosure controls and procedures •Oversees the internal audit function •Monitors legal and compliance issues and active matters •Reviews cyber and data security matters, including our risk mitigation initiatives | Compensation and Human Resources Committee •Oversees risk management related to the risks and rewards associated with our compensation policies and practices •Oversees management development and succession planning across senior positions |
Environment, Health and Safety Committee •Oversees risk management related to risks directly related to the environment, health and safety areas | Nominating and Corporate Governance Committee •Oversees risk management related to governance structure and processes and risks arising from related person transactions |
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)
We embrace our ESG responsibilities and strive to effectively address the issues that matter most to our stockholders, employees, customers, suppliers, investors and the communities we serve. We are dedicated to transparency and measurement of our ESG performance as we execute our business strategy and expand our manufacturing reputation and expertise. We believe that a comprehensive ESG approach is more than a matter of process. Our ESG approach has been developed from a foundation of best practices and a desire for environmental, social and governance leadership, integrity and accountability.
Due to the significance of our ESG approach, the Board as a whole maintains oversight of the Company’s ESG program, including strategy, initiatives, metrics and policies. To facilitate its oversight, the Board has delegated certain responsibilities to its committees as follows:
•The Audit Committee oversees the appropriateness and reasonableness of the Company's applicable ESG standards, measurement mechanisms and key performance indicators.
•The Compensation and Human Resources Committee oversees matters related to human capital management, including matters relating to employee compensation, benefits, engagement, training, diversity, inclusion and other social matters.
•The Environment, Health and Safety Committee oversees the matters related to the environmental, materials sustainability and employee health and safety programs.
•The Nominating and Corporate Governance Committee reviews and makes recommendations to the Board regarding the Company’s ESG practices, reviews relevant ESG metrics developed by other Board committees and oversees management’s production of the Company’s ESG report.
The Company publishes an annual ESG Report, which includes the principal sustainability metrics the Company tracks: water withdrawal/energy consumption, greenhouse gas emissions and solid waste creation. The most current ESG Report may be found at https://www.muellerwaterproducts.com/sustainability-program-vision-and-values. The ESG Report is not a part of this Proxy Statement.
Management Succession Planning
Management conducts annual talent reviews. During these reviews, the executive leadership team discusses succession plans for key positions and identifies top talent for development needed in future leadership roles. The Board of Directors maintains a succession and contingency plan for the CEO position.position as well as other key officer positions.
Corporate Governance Policies and Materials
Our Code of Business Conduct and Ethics (the “Code of Conduct”) applies to all of our employees and directors. We also make available an ethics helpline that employees and others may use to anonymously report suspected violations of the Code of Conduct. We will disclose promptly any amendments to, or waivers from, provisions of the Code of Conduct on our website at www.muellerwaterproducts.com, as may be required under applicable rules.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 31
Listed below are some of the Board policies and other materials relating to our corporate governance that are available on our website. We will also provide copies of any of these policies and materials without charge upon written request to our Corporate Secretary at Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. The information on our website is not a part of this Proxy Statement.
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•Corporate Governance Guidelines | •Board Committee Charters | •Bylaws |
•Code of Business Conduct and Ethics | •Certificate of Incorporation | •Stock Ownership Guidelines |
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Stockholder Engagement
We believe that strong corporate governance should include regular engagement with our stockholders to enable us to understand and respond to stockholder concerns. Understanding the issues important to our stockholders is critical to ensuring that we address their concerns in a meaningful and effective way. In 2019,2022, management and the Board, as appropriate, continued to reinforce our commitment to building long-term relationships with our stockholders. As part of our engagement program, we visit representatives of many of our top institutional stockholders to solicit feedback on performance, strategy, vision, risk management and other matters. We strive to be responsive to our stockholders and are committed to continued engagement.
Board Structure
Board Leadership Structure
Our governance documents provide the Board with the flexibility to select the appropriate leadership structure for the Company, and the Board believes separating the roles of ChairmanChair and Chief Executive Officer is in the best interest of the Company and its stockholders. Mr. O’Brien serves as our Non-Executive Chairman,Chair, and Mr. Hall serves as our President and Chief Executive Officer.
Under our Bylaws, the ChairmanChair presides over meetings of the Board and of stockholders, while the Chief Executive Officer has general and active management of our property, business and affairs, subject to the supervision and oversight of the Board.
The Board believes this structure facilitates decisive and effective leadership and, when combined with our other governance policies and procedures, provides appropriate opportunities for oversight, discussion and evaluation of decisions and direction by the Board.
Director Independence
The Governance Committee and the Board annually assess the outside affiliations of each director to determine if these affiliations could cause a potential conflict of interest or interfere with the director’s independence. The Company'sOur Corporate Governance Guidelines (the “Guidelines”) set forth the categorical standards of independence for the Board. To be considered “independent” for purposes of the director qualification standards:
•The director must meet bright-line independence standards under NYSE listing standards; and
•The Board must affirmatively determine the director otherwise has no material relationship with us directly or as an officer, stockholder or partner of an organization that has a relationship with us. See the Guidelines on our website www.muellerwaterproducts.com for more detail.
Each of our directors, other than our President and CEO, is independent pursuant to our director qualification standards and each member of the Audit Committee, the Compensation and Human Resources Committee (the “Compensation Committee”) and the Governance Committee is independent in accordance with NYSE listing standards.
•No member of those committees receives compensation from us other than directors’ fees and no member is an affiliated person of ours (other than by virtue of his or her directorship).
22 MUELLER WATER PRODUCTS, INC.
•All membersMembers of the Audit Committee meet the additional standards for audit committee members of publicly traded companies required by the Sarbanes-Oxley Act of 2002.
•All members of the Compensation Committee qualify as “non-employee directors” as defined in Rule 16b-3 under the Exchange Act and meet the independence requirements of NYSE listing standards and additional standards applicable to “outside directors” under Section 162(m) of the Internal Revenue Code.
32 MUELLER WATER PRODUCTS, INC.
Executive Sessions
Our non-employee directors meet at least quarterly in executive sessions at which only non-employee directors are present. Our Non-Executive ChairmanChair presides at these sessions.
Board Committee Information
The Board currently has fourfive standing committees: the Audit Committee, the CompensationCapital Allocation and Human ResourcesOperations Committee (“CompensationCapital Allocation Committee”), the Compensation Committee, the Governance Committee and the Environment, Health and Safety Committee (“EHS Committee”). An additional committee, the Executive Committee, meets only as needed. Each standing committee member of the Audit, Compensation, Governance and EHS Committees satisfies both the NYSE’s and our definitions of an independent director, and the Board has determineddetermined that all Audit Committee members are “financially literate” and at least one independent member qualifies as an “audit committee financial expert” under the NYSE listing standards and qualify as “audit committee financial experts” within the meaning of the rules and regulations of the SEC. The Board designated Mr. Van Arsdell as an “Audit Committee financial expert” during 2022.
Each standing committee meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from management and annually evaluates its performance. Additional information about the committees is provided below. In addition to being a member of the Capital Allocation Committee and the Executive Committee, Mr. O'Brien is an ex officio member of allthe other standing committees. See the committee charters on our website at www.muellerwaterproducts.com for more detail.
| | | | | | | | | | | | | | | | | | | | |
| Audit Committee | | | | | | |
CURRENT MEMBERS KolbVan Arsdell (Chair)
HansenRethore(1)
RethoreSharritts
Van Arsdell
| | | | | | •Oversees the integrity of our financial reporting statements, financial reporting activities and accounting policies and procedures. •Selects and oversees the independent registered public accounting firm, approves its services (including both audit and non-audit services) and fees, and evaluates its performance. In its evaluation, the Audit Committee considers the firm’s reputation for independence and integrity, the qualifications and performance of the firm’s personnel and the effectiveness of the firm’s communications, the appropriateness of fees and Public Company Accounting Oversight Board reports on the firm and its peers. •Selects, and reviews and evaluates the lead partner of the audit engagement team. •Reviews the scope and results of the independent registered public accounting firm’s audits. •Reviews the scope of the internal audit function, internal audit plans, internal audit reports and corrective actions taken in response to internal audit findings. Evaluates the performance of the internal audit function. •Oversees our internal accounting systems and related internal control over financial reporting, as well as our financial risk management profile. •Oversees our legal compliance and ethics programs and the Code of Conduct. •Reviews cyber and data security matters, including our risk mitigation initiatives. •Oversees the appropriateness and reasonableness of the Company's applicable ESG standards, measurement mechanisms and key performance indicators. |
13 meetings in fiscal 2019 | | | | | | 2022 |
(1)Mr. Rethore will be retiring from service in February 2023. Pursuant to the Cooperation Agreement, the Company has agreed to appoint Karl Niclas Ytterdahl to the Audit Committee in February 2023.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 33
| | | | | | | | | | | | | | | | | | | | |
| Compensation and Human Resources Committee | | | | | | |
CURRENT MEMBERS Tokarz (Chair) Franklin KolbHansen
| | | | | Sharritts Van Arsdell | •Reviews, approves and administers our executive compensation and equity-based plans. •Reviews and approves goals and objectives for compensation of our CEO, evaluates performance in relation to these goals and objectives, and determines and approves the compensation of our CEO. •Reviews and approves the compensation of all executive officers. •Reviews and recommends the compensation of non-employee directors. •Reviews and approves stock ownership requirements for officers and directors. •Oversees an annual risk assessment process related to compensation programs. •Reviews succession planning across senior positions. •Oversees matters related to human capital management, including matters relating to employee compensation, benefits, engagement, training, diversity, inclusion and other social matters, including such matters related to the Company’s ESG program. |
67 meetings in fiscal 2019 | | | | | | 2022 |
| | | | | | | | | | | | | | | | | | | | |
| Environment, Health and Safety Committee | | | | | | |
CURRENT MEMBERS ThomasOrtiz (Chair)
Franklin Hansen OrtizThomas
| | | | | | •Reviews policies and procedures related to compliance with laws, regulations and rules pertaining to the environment, health and safety. •Monitors compliance with health, safety and environmental policies, programs and practices. •Encourages activities and initiatives that demonstrate sound environmental stewardship. •Reviews the scope of internal and independent environmental, health and safety audits and assessments. •Reviews results of internal compliance reviews and remediation projects. •Supports the Board’s responsibilities relating to diversity, sustainability and corporate social responsibility. •Reviews the Company’s environmental, health and safety performance and related initiatives. •Oversees matters related to the environmental, materials sustainability and employee health and safety programs. |
45 meetings in fiscal 2019 | | | | | | 2022 |
| | | | | | | | | | | | | | | | | | | | |
| Nominating and Corporate Governance Committee | | | | | | |
CURRENT MEMBERS RethoreThomas (Chair)
KolbOrtiz
ThomasRethore(1)
Slobodow Tokarz | | | | | | •Establishes criteria for and qualifications of persons suitable for nomination as directors and reports recommendations to Board. •Selects and recommends director candidates to be considered for election. •Develops and annually reviews the Governance Guidelines. •Oversees the annual Board and committee evaluation process. •Makes recommendations to the Board related to committee structure and membership. •Advises the Board regarding corporate governance matters. •Monitors the orientation and continuing education programs for directors. •Oversees the development, updating and production of the Company's annual ESG Report, reviews and makes recommendations to the Board regarding our ESG practices and reviews applicable Committee ESG metrics. |
78 meetings in fiscal 2019 | | | | | | 2022 |
| | | | | | | | | | | | | | | | | | | | |
| Executive Committee | | | | | | |
CURRENT MEMBERS Hall (Chair) Kolb
O’Brien Rethore(1) Tokarz | | | | | Van Arsdell | •Exercises interim powers delegated to it when a matter requires expeditious Board action or when it would not be practical for the full Board to meet. |
0 meetings in fiscal 20192022 |
(1)Mr. Rethore will be retiring from service in February 2023.
34 MUELLER WATER PRODUCTS, INC.
| | | | | | | | | | | | | | | | | | | | |
| Capital Allocation and Operations Committee |
CURRENT MEMBERS(1) Hall(Co-Chair) Slobodow (Co-Chair) O’Brien
| •Reviews, analyzes, oversees, and makes recommendations to the Board regarding the capital allocation and operations of the Company. •Identifies opportunities to create value, including in relation to improving production rates, accelerating the completion timeline of the facility modernization projects and overseeing any targeted action plans relating to the foregoing. |
| 0 meetings in fiscal 2022 |
(1)The Capital Allocation and Operations Committee was created October 2022 as a requirement of the Cooperation Agreement. Additionally, pursuant to the Cooperation Agreement, the Company has agreed to appoint Karl Niclas Ytterdahl to the Capital Allocation and Operations Committee in February 2023.
Board Practices, Processes and Policies
History of Commitment to Good Governance Practices
The Board has always followed a principled framework in carrying out its oversight responsibilities related to the business of the Company. The Board is committed to good corporate governance practices and a sound governance structure that promotespromote the interests of all stockholders. While the underlying guiding principles of the Board remain consistent, the implementation of these principles continues to be flexible and evolveevolves in response to ever-changing business, legal and social environments.
24 MUELLER WATER PRODUCTS, INC.
Director Attendance
| | | | | |
The Board held 98 meetings in fiscal 20192022 and each director attended at least 97%93% of the total number of meetings of the Board and its committees of which heshe or shehe was a member in fiscal 2019. Each current2022. Although the Company does not have a formal policy requiring attendance at annual meetings, directors are encouraged to attend, and each then-current director also attended the 20192022 Annual Meeting of Stockholders. | Fiscal 20192022 Board/Committee meeting attendance |
| |
Director, Board and Committee Evaluations
Each year, the Guidelines require the Board to conduct an evaluation of its own performance. Additionally, our committee charters require each of our committees to conduct an annual performance evaluation. The Governance Committee is responsible for overseeing the annual assessment process on behalf of the Board and its committees. Throughout the evaluation process, the Governance Committee solicits comments from directors, via self and peer evaluations and committee and Board assessments, to ensure that the Board andas a whole, its committees and each director are functioning effectively. The Governance Committee reviews comments from each director to assess directors’ contributions to the Board, evaluates the Board’s contributions to the Company and identifies areas for improvement in the Board’s performance. The Governance Committee discusses its findings with the Board annually regarding ways in which the Board and its committees can improve their key functions.
Director Orientation and Continuing Education
The Company’s Guidelines establish recommendations for director onboarding and continued education. All new members of the Board participate in the Company’s new director orientation program, including corporate document and policy reviews, management meetings and site visits. As newly elected directors, Dr. Ortiz and Mr. Van Arsdell attended the orientation program to learn about the Company’s business and board processes. In addition, during the July Board meeting,Additionally, directors participate in an in-depth review of the Company strategy of the Company and have the opportunity to meet with senior management and obtain insights into the business. All directors are encouraged to participate in continuing education programs, with any associated expenses reimbursed by the Company, to stay current and knowledgeable about the Company’s industry, market and overall environment. Such orientation and continuing education programs are overseen by the Governance Committee.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 35
Corporate Governance Guidelines
Our Board is committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value.
To that end, our Bylaws provide that our directors must be elected by the affirmative vote of a majority of the votes cast at the Annual Meeting. Additionally, the Guidelines provide that an incumbent director who fails to receive a majority of the votes cast must tender an irrevocable offer of resignation to the Board. The Board will then consider a number of factors in determining whether to accept or reject the resignation, including the director’s contributions to the Company and the reasons he or she did not obtain the requisite stockholder vote.Company.
Our corporate governance structure and processes are set forth in our key governance documents, including the Guidelines. The Guidelines govern the operation of the Board and its committees and guide the Board and its committees in the execution of their respective responsibilities. The Governance Committee reviews the Guidelines at least annually, and the Board updates the Guidelines periodically in response to changing regulatory requirements, evolving practices and otherwise as circumstances warrant.
Because we believe anAn important aspect of achieving a strong and effective corporate governance structure is to encourage an open dialogue with our stockholders, we have reviewed our policies and procedures in light of the suggestions set forth in the Commonsense Principles.stockholders. Accordingly, highlighted below are the key areas of our corporate governance practices that we believe align with the Commonsense Principles.common best practices.
| | | | | | | | |
| Board Composition and Leadership | ü | Our Board is led by an independent Non-Executive ChairmanChair who is not our CEO |
| ü | Each of our director nominees, other than our President and CEO, is independent |
| ü | Our directors have complementary and diverse skills sets, backgrounds and experiences and are continually educated on our industry |
| ü | Our Board size promotes an open dialogue among directors |
| Director Elections | ü | We use a majority voting standard in uncontested director elections, and require incumbent directors who fail to receive a majority of the votes cast to tender their resignation |
| ü | Directors are elected on an annual basis |
| Board Committee Structure | ü | We have a well-developed committee structure with clearly understood responsibilities |
| ü | EachWith the exception of the newly created Capital Allocation and Operations Committee in accordance with the Cooperation Agreement, each member of our standing committees is independent |
| Director Effectiveness | ü | Our Board, committees and directors conduct regular self and peer evaluations, led by our Governance Committee, to assess effectiveness and areas for improvement |
| Director Responsibilities | ü | Each of our directors has input into the setting of the Board agenda |
| ü | Each of our directors has unfettered access to management, and committees have the authority to retain independent advisors |
| ü | Our Board frequently meets in executive session without the CEO or other members of management |
| ü | Our Board focuses on significant risks and seeks the proper calibration of risk and reward while focusing on the longer-term interests of our stockholders |
| Director Compensation | ü | We pay a substantial portion of non-employee director compensation in equity grants |
Related Person Transactions
The Governance Committee administers a written Related Person Transaction Policy that applies to any transaction or series of transactions in which we are a participant, the amount involved exceeds or may be expected to exceed $120,000 and a related person has a direct or indirect material interest. Under the policy, our Chief Legal and Compliance Officer determines whether a transaction meets the requirements of a related person transaction requiring review by the Governance Committee. Transactions that fall within this definition will be referred to the Governance Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Governance Committee will decide whether or not to approve the transaction and will approve only those transactions that are in our best interest. In addition, the Board has delegated to the Chair of the Governance Committee the authority to
36 MUELLER WATER PRODUCTS, INC.
pre-approve or ratify any transaction with a related person in which the aggregate amount involved is expected to be less than $500,000.
We did not engage in any transaction during fiscal 2022, and have no currently proposed transaction, in which the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest.
Communicating with the Board
Stockholders and other interested parties may communicate with any of our directors, including our Non-Executive ChairmanChair and the Chairs of our committees, or our independent directors as a group, on Board-related issues by writing in care of our Corporate Secretary at our principal executive office address: 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. Stockholders and other interested persons may also communicate with directors by sending an email message to boardofdirectors@muellerwp.com, or with the Audit Committee by sending an email message to auditcommittee@muellerwp.com. These procedures may change from time to time. Please visit our website at www.muellerwaterproducts.com for the most current means of contacting our directors.
26 MUELLER WATER PRODUCTS, INC.
Director Compensation
The Compensation Committee is responsible for reviewing and considering any revisions to director compensation. With the assistance of its independent compensation consultant, the Compensation Committee reviews director compensation and compares it to director compensation paid by other companies in the peer group described under “Compensation Discussion and Analysis — Executive Compensation Program Overview — Peer Group Benchmarking and Total Compensation.”
The Board reviews the Compensation Committee’s recommendations and determines the final structure and amounts of director compensation. The Board has determined compensation for non-employee directors should comprise a mix of cash and equity-based awards consistent with the mix and form of payment implemented by other companies in our peer group. In addition to utilizing an overall compensation structure consistent with market practice, the Board believes the interests of directors are aligned with the interests of other stockholders by linking a significant portion of director compensation to Common Stock performance. Under our stock ownership guidelines, directors are required to hold at least 50% of the Common Stock acquired through equity-based awards until they own Common Stock equal in market value to at leastleast five times their annual retainer. See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Stock Ownership Guidelines” for more information.
Annual Retainer
Each non-employee director receivedwas entitled to receive an annual retainer of $55,000$65,000 for fiscal 2019.2022. In addition, the Chairs of the Audit Committee, andthe Compensation Committee, each received $15,000, while the Chairs of the Governance Committee and the EHS Committee each received $7,500.were entitled to receive chair fees equal to $20,000, $15,000, $10,000 and $10,000, respectively. Our Non-Executive Chairman received $75,000Chair receives $100,000 for serving in this capacity. The annual retainers and Chairchair fees are paid quarterly. The annual retainer and Committee Chair amounts have not increased since 2010.
Meeting Fees
Each non-employee director receivedwas entitled to receive $1,500 for each Board or committee (in which the applicable director was a member) meeting attended during fiscal 2019,2022, except that our Non-Executive Chairman,Chair, who is an ex officio member of each standing committeethe Audit, Compensation, Governance and EHS Committees of the Board, receives no Committee meeting fees.fees for meetings of these Committees. Meeting fees are paid promptly after the conclusion of each meeting. The current meeting fee amount has not increased since 2006.
Equity-Based Awards
Our Second Amended and Restated 2006 Stock Incentive Plan (the “2006 Stock Plan”) provides that, on the date of each annual meeting of stockholders, we will grant equity-based awards with an economic value determined by the Compensation Committee to each non-employee director who is re-elected to the Board and has served as a director for at least six months. In addition, the 2006 Stock Plan provides that each director will receive an initial equity-based grant on the date on which he or she commences service as a director, the economic value and terms of which will be as determined by the Compensation Committee. The number of units equivalent to the economic value of those awards is calculated by the Compensation Committee’s compensation consultant. See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Role of Compensation Consultant in Compensation Decisions.”
On January 23, 2019, each non-employee director, with the exception of Dr. Ortiz and Mr. Van Arsdell, received equity-based awards in the form of 9,625 restricted stock units (“RSUs”). On January 24, 2019, Dr. Ortiz received an initial grant of 9,544 RSUs upon her election to the Board in accordance with the 2006 Stock Plan. On July 16, 2019, Mr. Van Arsdell received an initial grant of 4,648 RSUs, which amount was prorated as of his date of election, in accordance with the 2006 Stock Plan. These RSUs will vest for directors remaining in continuous service through the first anniversary of the grant date, although the Compensation Committee may waive this minimum service requirement.
Travel Expenses
We reimburse directors for their travel and related expenses in connection with attending Board and committee meetings and related activities.
Director Compensation Summary
The following table shows fiscal 2019 compensation for our non-employee directors.
| | |
DIRECTOR COMPENSATION TABLE |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Fees Earned or Paid in Cash ($) | | | | Stock Awards ($)(2) | All Other
Compensation
($) |
Total
($) |
| Name | Annual Retainer ($)(1) | Meeting Fees
($) | Total
($) | | | | |
| Shirley C. Franklin | 55,000 | | 31,500 | | 86,500 | | | 89,994 | | — | 176,494 | |
| Thomas J. Hansen | 55,000 | | 42,000 | | 97,000 | | | 89,994 | | — | 186,994 | |
| Jerry W. Kolb | 70,000 | | 49,500 | | 119,500 | | | 89,994 | | — | 209,494 | |
| Mark J. O’Brien | 130,000 | | 13,500 | | 143,500 | | | 89,994 | | — | 233,494 | |
Christine Ortiz(3) | 37,889 | | 15,000 | | 52,889 | | | 90,000 | | — | 142,889 | |
| Bernard G. Rethore | 62,500 | | 42,000 | | 104,500 | | | 89,994 | | — | 194,494 | |
| Lydia W. Thomas | 62,500 | | 33,000 | | 95,500 | | | 89,994 | | — | 185,494 | |
Michael T. Tokarz(4) | 70,000 | | 30,000 | | 100,000 | | | 89,994 | | 32,585 | | 222,579 | |
Stephen C. Van Arsdell(3) | 11,658 | | 9,000 | | 20,658 | | | 44,993 | | — | 65,651 | |
(1)Includes fees earned as Chair of a committee or as Non-Executive Chairman.
(2)Reflects the grant date fair value of the RSUs granted during fiscal 2019 computed in accordance with the stock-based compensation accounting rules described in Note 11 of our fiscal 2019 consolidated financial statements, which are included in the 2019 Annual Report. For all non-employee directors that were retirement-eligible at the grant date, the related expense is recognized over one year from the date of grant.
(3)Dr. Ortiz's and Mr. Van Arsdell’s annual retainers and Mr. Van Arsdell’s stock awards were prorated as of the applicable date of election.
(4)Mr. Tokarz deferred the receipt of all director compensation fees earned in fiscal 2019 into 10,044 stock equivalent shares of Common Stock. “All Other Compensation” represents amounts accrued on identical terms to dividends paid on Common Stock equal to the accumulated stock equivalent share balance. See “— Deferred Compensation” for more information.
The following table shows information related to option awards and stock awards made to our non-employee directors that were outstanding at September 30, 2019.
| | | | | | | | | | | | | | |
| | Option Awards | |
| Stock Awards |
| | Number of Securities
Underlying Options (#) | |
| Number of Shares or
Units of Stock That
Have Not Vested (#) |
| | Exercisable | Unexercisable | | |
| Shirley C. Franklin | 65,796 | | — | |
| 9,625 | |
| Thomas J. Hansen | 58,999 | | — | |
| 9,625 | |
| Jerry W. Kolb | 55,084 | | — | |
| 9,625 | |
| Mark J. O’Brien | 70,178 | | — | |
| 9,625 | |
| Christine Ortiz | — | | — | |
| 9,544 | |
| Bernard G. Rethore | 33,025 | | — | |
| 9,625 | |
| Lydia W. Thomas | 70,178 | | — | |
| 9,625 | |
| Michael T. Tokarz | 70,178 | | — | |
| 9,625 | |
| Stephen C. Van Arsdell | — | | — | |
| 4,648 | |
Deferred Compensation
The Board adopted the Mueller Water Products, Inc. Directors’ Deferred Fee Plan, as amended, under which non-employee directors may elect to defer all or a portion of their directors’ fees. We make deferred payments in January of the year determined by the non-employee director pursuant to an election filed with our Corporate Secretary. The payments may be made in any calendar year not earlier than the year in which the participant has his or her 72nd birthday or the year of the participant’s termination of his or her services as a director, with the payment made in cash in one, five, ten or fifteen annual installments as determined by the participating director in his or her election form. During fiscal 2019, Mr. Tokarz was the only non-employee director who participated in this plan.plan during fiscal 2022. Mr. Tokarz’s deferred payments are maintained in a stock equivalent account.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 37
Equity-Based Awards
Our Second Amended and Restated 2006 Stock Incentive Plan (the “Stock Plan”) provides that, on the date of each annual meeting of stockholders, we will grant equity-based awards with an economic value determined by the Compensation Committee to each non-employee director who is re-elected to the Board and has served as a director for at least six months. In addition, the Stock Plan provides that each director will receive an initial equity-based grant on the date on which he or she commences service as a director, the economic value and terms of which will be determined by the Compensation Committee. See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Role of Compensation Consultant in Compensation Decisions.”
On February 7, 2022, each non-employee director received equity-based awards in the amount of $115,000, which resulted in the grant of 8,825 restricted stock units (“RSUs”) in accordance with the Stock Plan and related policies. These RSUs will vest for directors remaining in continuous service through the first anniversary of the grant date, although the Compensation Committee may waive this minimum service requirement. On February 7, 2022, in connection with his retirement from service, Mr. Kolb received an equity-based award in the amount of $115,000, which resulted in the grant of 8,825 RSUs that vest one half per year on each of the first two anniversary dates of the grant date.
Travel Expenses
We reimburse directors for their travel and related expenses in connection with attending Board and committee meetings and related activities.
2838 MUELLER WATER PRODUCTS, INC.
Director Compensation Summary
The following table shows fiscal 2022 compensation for our non-employee directors.
| | |
| DIRECTOR COMPENSATION TABLE |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(2) |
Total
($) |
| Name | Annual Retainer ($)(1) | Meeting Fees
($) | Other ($)(3) | Total
($) | |
| Shirley C. Franklin | 65,000 | 30,000 | 1,500 | 96,500 | | 114,990 | 211,490 |
| Thomas J. Hansen | 65,000 | 28,500 | 1,500 | 95,000 | | 114,990 | 209,990 |
Jerry W. Kolb(4) | 28,111 | 21,000 | — | 49,111 | | 114,990 | 164,101 |
| Mark J. O’Brien | 165,000 | 12,000 | — | 177,000 | | 114,990 | 291,990 |
| Christine Ortiz | 65,000 | 34,500 | 1,500 | 101,000 | | 114,990 | 215,990 |
| Bernard G. Rethore | 75,000 | 43,500 | — | 118,500 | | 114,990 | 233,490 |
| Jeffery S. Sharritts | 65,000 | 39,000 | — | 104,000 | | 114,990 | 218,990 |
Brian L. Slobodow(5) | — | — | — | — | | — | — |
| Lydia W. Thomas | 75,000 | 31,500 | 1,500 | 108,000 | | 114,990 | 222,990 |
| Michael T. Tokarz | 80,000 | 34,500 | — | 114,500 | | 114,990 | 229,490 |
| Stephen C. Van Arsdell | 80,000 | 39,000 | — | 119,000 | | 114,990 | 233,990 |
(1)Includes fees earned as Chair of a committee or as Non-Executive Chair.
(2)Reflects the grant date fair value of the RSUs granted during fiscal 2022 computed in accordance with the stock-based compensation accounting rules described in our fiscal 2022 consolidated financial statements, which are included in the 2022 Annual Report. On February 7, 2022, in connection with his retirement from service, Mr. Kolb received an equity-based award in the amount of $115,000.
(3)The members of the EHS Committee received a one-time payment of $1,500 for participation in working sessions related to the oversight of a special health and safety project commissioned by the Board.
(4)Mr. Kolb retired from the Board at the 2022 Annual Meeting. Due to his retirement from the Board on February 7, 2022, Mr. Kolb received prorated fees during fiscal 2022.
(5)Mr. Slobodow was appointed to the Board on October 13, 2022 in accordance with the Cooperation Agreement.
The following table shows information related to option awards and stock awards made to our non-employee directors that were outstanding at September 30, 2022. | | | | | | | | | | | | | | |
| | Option Awards |
| Stock Awards |
| | Number of Securities
Underlying Options (#) |
| Number of Shares or
Units of Stock That
Have Not Vested (#) |
| | Exercisable | Unexercisable | |
| Shirley C. Franklin | — | | — | |
| 8,825 | |
| Thomas J. Hansen | 20,447 | | — | |
| 8,825 | |
Jerry W. Kolb(1) | — | | — | |
| 8,825 | |
| Mark J. O’Brien | 33,025 | | — | |
| 8,825 | |
| Christine Ortiz | — | | — | |
| 8,825 | |
| Bernard G. Rethore | 20,447 | | — | |
| 8,825 | |
| Jeffery S. Sharritts | — | | — | | | 8,825 | |
Brian L. Slobodow(2) | — | | — | | | — | |
| Lydia W. Thomas | 33,025 | | — | |
| 8,825 | |
| Michael T. Tokarz | 33,025 | | — | |
| 8,825 | |
| Stephen C. Van Arsdell | — | | — | |
| 8,825 | |
(1)On February 7, 2022, in connection with his retirement from service, Mr. Kolb received an equity-based award in the amount of $115,000, which resulted in the grant of 8,825 RSUs that vest one half per year on the first two anniversary dates of the grant date.
(2)Mr. Slobodow was appointed to the Board on October 13, 2022 in accordance with the Cooperation Agreement.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 39
EXECUTIVE COMPENSATION
| | | | | |
| Proposal Two | |
Advisory ResolutionVote to Approve Executive Compensation | |
| The Board recommends a vote FOR this proposal. |
We provide our stockholders with the annual opportunity to cast an advisory vote to approve the compensation of our named executive officers. The vote on this proposal represents an additional means by which we obtain feedback from our stockholders about executive compensation. Our Compensation Committee sets executive compensation.
The overall objective of our executive compensation program is to encourage and reward the creation of sustainable, long-term stockholder value. To meet this objective, the Compensation Committee has designed compensation plans for our executive officers that target total compensation at or about the regressed 50th percentile (plus or minus 15%) of our customized peer group. See “Compensation Discussion and Analysis — Executive Compensation Program Overview — Peer Group Benchmarking and Total Compensation.” A significant portion of our executives’ overall compensation is structured as incentive compensation. For fiscal 2019,2022, incentive compensation represented approximately 75%83% of our current CEO’s total target compensation (excluding Other Compensation), and an average of 60%67% of the total target compensation (excluding Other Compensation) of the other named executive officers. We believe an emphasis on both short-term and long-term incentive compensation aligns executives’ and stockholders’ interests. Further, despite strong operatingthe Company’s results, as measured against the performance metrics established by the Committee in fiscal 2019 and year-over-year increases in net sales, operating income and net cash from operations, the2022, produced a performance-based cash incentive compensation only paid out at 55.7%payout percentage of 89.3% of target for Ms. Zakas and Messrs. Hall, Heinrichs and Helms and 91.0% of target for Mr. Takeuchi and a long-term incentive payout percentage of 70.0% for incentives based on RONA performance and 88.9% for incentives based on relative total shareholder return for all NEOs, which illustratesillustrate rigorous and meaningful targets and highlightshighlight the Committee's pay-for-performance philosophy.
We encourage our stockholders to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Board and the Compensation Committee believe these policies and procedures are strongly aligned with the long-term interests of our stockholders and are effective in implementing our compensation philosophy and in achieving our strategic goals.
Accordingly, we ask for stockholder approval of the following resolution:
RESOLVED, that the stockholders of Mueller Water Products, Inc. approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in the Company’s proxy statement for the 20202023 annual meeting of stockholders.
At last year’sthe most recent annual meeting of stockholders, approximately 97%93% of votes cast were in support of the compensation of our named executive officers. The Compensation Committee will once again consider the result of this year’s vote, as well as other communications from stockholders relating to our compensation practices, and take them into account in future determinations concerning our executive compensation program. See “Compensation Discussion and Analysis — Highlights of 20192022 Executive Compensation.”
Compensation Committee Interlocks and Insider Participation
During fiscal 2019,2022, none of the members of the Compensation Committee (comprised of Shirley C. Franklin, Jerry W. Kolb andThomas J. Hansen, Jeffery S. Sharritts, Michael T. Tokarz)Tokarz and Stephen C. Van Arsdell) was a former or current officer or employee of Mueller Water Products, Inc.the Company or any of its subsidiaries or had any relationships requiring disclosure as a related person transaction. None of our executive officers serves or has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board or its Compensation Committee during fiscal 2019.2022.
40 MUELLER WATER PRODUCTS, INC.
Compensation Discussion and Analysis
This Compensation Discussion and Analysis is intended to provide our stockholders with information about our fiscal 20192022 compensation program for the following executive officers (collectively, “named executive officers” or “NEOs”):
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J. Scott Hall President and Chief Executive Officer | Marietta Edmunds Zakas Executive Vice President and Chief Financial Officer | Steven S. Heinrichs Executive Vice President, Chief Legal and Compliance Officer and Secretary | Gregory S. Rogowski
Executive Vice President, Business Development
| William CofieldTodd P. Helms
Senior Vice President Operations and Supply ChainChief Human Resources Officer | Kenji Takeuchi Senior Vice President, Water Management Solutions |
Notable Achievements in Fiscal 20192022
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| We acquired Krausz Industries, a leader in pipe repair couplings, gripscontinued execution of our long-term capital allocation strategy, allocating approximately $55 million for capital expenditures, nearing completion of the new lead-free brass foundry and clamps, to expandreducing our product portfolio and geographic footprint. |
| We initiated plans to build a new state-of-the-art foundry in Decatur, Illinois.launched the Diversity, Equity and Inclusion Council. |
| We announced constructionincreased corporate efficiencies and reduced our geographic and environmental footprint with the consolidation of a large casting foundryour facilities in Chattanooga, Tennessee to broaden our product lines, bring more jobs to TennesseeWoodland, Washington; Hammond, Indiana; Aurora, Illinois; and increase our overall efficiency and capacity.Surrey, British Columbia into the recently acquired facility in Kimball, Tennessee. |
| We established an innovation and technology center of excellence in Atlanta, Georgia to supportagain increased our expansion into intelligent water infrastructure.annual dividend, which is the seventh increase since 2014. |
| We implementedexperienced the second consecutive year of double-digit net sales growth and ended the year with a "double trigger" with respect to equity award vesting upon a change-in-control.record backlog. |
| We published our second annual ESG Report, updating our ambitious goals and targets. |
Highlights of Fiscal 20192022 Performance
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| Focused on Operational Investment and Efficiencies and Increasedto Increase Long-Term Stockholder Long-Term Value | | |
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We generated net sales of $968.0$1,274.4 million, operating income of $124.3$111.6 million, (with adjusted operating incomeEBITDA of $145.0 million), net cash from operations of $92.5$194.5 million and net income per diluted share of $0.40$0.48 (with adjusted net income per diluted share of $0.61)$0.58). | | | Adjusted EBITDA and adjusted net income are financial measures not calculated in accordance with GAAP and are therefore considered non-GAAP measures. See Exhibit A for a reconciliation of non-GAAP performance measures to GAAP performance measures. |
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| Increased Dividend Benefits | | Repurchased Shares |
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•We increased ourpaid stockholders a quarterly dividend$0.058 per share by 5% to $0.0525dividend during fiscal 2022, an increase of 5.5% from $0.05 andfiscal 2021. •We returned $32$36.5 million to our stockholders through dividends in fiscal 2019.2022. | | We repurchased $10$35 million of our outstanding Common Stock during fiscal 2019. | |
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30 PROXY STATEMENT FOR 2023 ANNUAL MEETINGMUELLER WATER PRODUCTS, INC. 41
Highlights of 20192022 Performance Related to Executive Compensation
The Compensation Committee used several financial and performance elements (including those set forth below) to assess and determine incentive plan compensation earned during fiscal 2019. 2022. Our compensation programs continually evolve to incorporate stockholder feedback, market best practices, and performance and retention considerations. Our stockholders have strongly supported our executive compensation program in the past, as exhibited by an affirmative “say-on-pay” vote of approximately 95% and 93% in each of the last two years. See Exhibit A for a reconciliation of the following non-GAAP financial measures used in determining executive compensation to GAAP financial results.
| | Company Results for Performance Evaluation Basis | Company Results for Performance Evaluation Basis | | Company Results for Performance Evaluation Basis |
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| Adjusted Net Sales(1) | Adjusted Operating Income(2) | Adjusted Net Cash from Operations(3) |
| Return on Net Assets(4) (%) | | Company-Wide | | Segment Performance
(Water Management Solutions) | | Return on Net Assets(3) (RONA) | | Relative Total Shareholder Return(4) (rTSR) |
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| ($ in millions) | |
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| Net
Sales | Adjusted EBITDA(1) | | Adjusted Working Capital (as a % of Net Sales(2) | | Adjusted EBITDA(1) | Return on Net Assets(3) (RONA) | | Relative Total Shareholder Return(4) (rTSR) |
| 2019 | 930.9 | | 139.1 | | 127.9 | |
| 32.7 | | |
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| ($ in millions) | | % | | ($ in millions) | | % | | Percentile |
| 2022 | | 2022 | 1,247.4 | 195.2 | | 27.5 | | 516.0 | 115.6 | | 19.6 | | 44.4 |
(1)Defined for this purpose as net sales to exclude the effects of the Krausz acquisition.
(2)Defined for this purpose as operating income plus interest, income tax, depreciation and amortization expenses, adjusted to exclude significant unusual charges and credits. For the effectspurposes of Adjusted EBITDA for performance evaluation basis, the Company removed the amounts related to Workplace Safety Assessment costs.
(2)Adjusted Working Capital as a Percent of Net Sales is a non-GAAP measure and means the Average Net Working Capital over the previous five calendar quarters divided by Net Sales for the fiscal year, subject to certain applicable adjustments. ‘‘Average Net Working Capital’’ means, as of September 30, 2022, the average of the Krausz acquisition.last five quarter end balances for each of (i) receivables, as reported, plus (ii) inventories, as reported, minus (iii) accounts payable. For fiscal 2022, there were no adjustments to the working capital as a percent of net sales.
(3)Defined for this purpose as cash flow from operations excluding cash paid for income taxes, net of refunds, and the effects of the Krausz acquisition.
(4)Defined for this purpose as the after-tax quotient obtained by dividing performance evaluation basis adjusted operating income plus amortization of capitalized software and intangible assets by the quarterly average of the sum of working capital, excluding cash, current debt and accrued interest and other items plus property, plant and equipment.
(4)See “Proposal Two - Advisory Vote to Approve Executive Compensation — Compensation Discussion and Analysis — Long-Term Equity-Based Compensation” for more information on rTSR.
Highlights of 20192022 Executive Compensation
We design our executive officer compensation programs to target total compensation at or about the regressed 50th percentile (plus or minus 15%) for comparable executive positions at companies in our peer group. The principal elements of our compensation program for executives are base salary, annual performance-based cash bonus, long-term incentive equity compensation and broad-based benefit programs.programs and executive severance plan, as applicable.
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| We tie our executives' compensation to Company performance. |
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For fiscal 2019, 55%2022, 56.0% of our CEO’s total target compensation, and an average of 45%47.8% of the total target compensation of our other NEOs, could only be earned by meeting performance goals. | | PERFORMANCE-BASED TOTAL TARGET COMPENSATION(1)COMPENSATION(1) | |
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(1)Excludes Other Compensation. See "Executive Compensation — Summary Compensation Table" for total compensation as earned.
•Our NEOs’ compensation was both negatively affectedand positively affected by Company performance in relation to targets set for fiscal 2019.2022.
•Annual cash bonuses earned by our NEOs (excluding Mr. Hall) for fiscal 20192022 ranged from $81,601$168,359 to $195,117$280,528 compared with $338,173$234,925 to $450,401 (excluding Messrs. Heinrichs and Cofield due to their tenure or status with the Company)$443,070 last year.
42 MUELLER WATER PRODUCTS, INC.
•Long-term performance-based compensation based on the RONA financial measure was paid or credited at 64.2%70.0% of target and long-term performance-based compensation based upon rTSR was paid or credited at 88.9% of target for fiscal 2019 because Company performance on the “return on net assets” financial measure was below the target level.2022.
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| We structure performance-based compensation to pay for performance. |
We set clear and measurable financial goals for Company performance. In evaluating individual performance, we assess progress toward strategic priorities.
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| We consider stockholder feedback on executive compensation. |
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At our 20182021 and 20192022 annual meetings of stockholders, approximately 94%95% and 97%93%, respectively, of the votes cast supported the advisory vote on executive compensation. We carefully consider feedback from our stockholders regarding executive compensation. | | “SAY-ON-PAY” SUPPORT | |
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•Based on strong stockholder support expressed for our executive compensation programs, the Compensation Committee applied a consistent pay-for-performance philosophy in structuring executive compensation for fiscal 2019.2022.
•Stockholders are invited to express their views or concerns on executive compensation directly to the Chair of the Compensation Committee in the manner described under “Corporate Governance — Communicating with the Board.”
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| We utilize best practices for executive compensation. |
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| ü | WE DO |
| û | WE DON’T |
| ü | Use incentives to substantially link NEO pay to companyCompany performance |
| û | Re-price or exchange equity-based awards |
| ü | Require executives and directors to maintain significant stock ownership levels | | û | Permit hedging or pledging of Common Stock by directors or executives |
| ü | Maintain a compensation clawback policy | | û | Pay dividends on unvested equity-based incentives |
| ü | Require a double trigger for equity award vesting upon a change-in-control | | û | Provide excise tax gross-up benefits |
PROXY STATEMENT FOR 2023 ANNUAL MEETING 43
Executive Compensation Program Overview
Guiding Principles
The Compensation Committee has identified the following guiding principles in overseeing the compensation program for our executives:
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Competitiveness Compensation programs should be designed to target at the regressed 50th percentile plus or minus 15%, of total compensation for comparable executive positions at a customized peer group. | Pay for Performance Where compensation for an executive is tied to the achievement of financial and strategic goals, actual results that exceed target levels should provide above-target payouts, and results that do not exceed threshold levels should not provide payouts. |
Responsibility A significant portion of an executive’s overall compensation should be tied to the achievement of financial performance goals. The portion of an executive’s target total compensation that is incentive based should increase as an executive’s responsibilities increase. | Stockholder Alignment Executives’ interests are more directly aligned with stockholders’ interests when compensation programs: •Emphasize both short- and long-term financial performance; •Are significantly impacted by the value of Common Stock; and •Require meaningful Common Stock ownership. |
32 MUELLER WATER PRODUCTS, INC.
Peer Group Benchmarking and Total Compensation
Each year, the Compensation Committee’s compensation consultant collects peer group compensation data and prepares an executive benchmarking study using a market regression analysis to size-adjust the market data for our net sales size as a whole. The Compensation Committee, with input from its independent compensation consultant, reviews the prior year peer group. This review focuses on companies that have a primary manufacturing component to their businesses, have similar organizational structures and are publicly traded or otherwise file financial statements with the SEC. We believe the resulting peer group provides a valid and appropriate comparison for the Company’s executive compensation program and governance practices. For fiscal 2019,2022, the Compensation Committee did not make any changes to the previous year’s group. The peer group for fiscal 20192022 (“Peer Group”) consisted of the companies listed below.
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Fiscal 20192022 Peer Group | | | The Compensation Committee targets total compensation at or about the regressed 50th percentile of the Peer Group plus or minus 15% |
| Armstrong World Industries, Inc. | Hillenbrand,Helios Technologies, Inc. | |
| Badger Meter, Inc. | IDEX Corporation | Hillenbrand, Inc. |
| Chart Industries | Itron, Inc. | IDEX Corporation |
| Circor International Inc. | Mueller Industries,Itron, Inc. | |
| Crane Co. | Quanex Building Products Corporation | Mueller Industries, Inc. |
| EnPro Industries, Inc. | Rexnord Corp.Quanex Building Products Corporation |
| ESCO Technologies Inc. | SPX Flow |
| Franklin Electric Co. | SPX Flow | Valmont Industries, Inc. |
| Graco Inc. | Valmont Industries, Inc. | |
Harsco Corp. | Watts Water Technologies, Inc. |
| Harsco Corp. | Zurn Elkay Water Solutions Corporation |
The Compensation Committee regularly reviews the target total compensation of each executive and compares it to the total compensation for comparable executive positions in the Peer Group. The Compensation Committee targets total compensation at or about the regressed 50th percentile of the Peer Group plus or minus 15% (“targeted 50th percentile range”), subject to individual adjustments based on experience, length of service, individual performance and other factors deemed appropriate by the Compensation Committee.
44 MUELLER WATER PRODUCTS, INC.
Compensation Elements
The following table lists our primary elements of compensation. Each element is targeted at or about the regressed 50th percentile for comparable positions in the Peer Group.
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| Pay Element | Salary | | | Bonus | | | | | Options | RSUs | | | | | | PRSUs | | |
Who ReceivesRecipients |
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| All NEOs | | | |
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When GrantedPeriod of Grant | Generally reviewed every 12 months | | | Annually | | | | | | Annually | | | | | Annually | Annually | | |
| Form of Delivery |
| | Cash | | | | | |
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| Short-term emphasis | | | |
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Long-term emphasis | | |
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Performance
Measures | — | Mix of financial results and EHS-related operational goals | | |
Value of delivered shares based on stock price on date of exercise or lapse | Value of delivered shares based on stock price on vesting dates | Return on Net Assets ("RONA") achievement | Relative total shareholder return ("rTSR") |
| Performance Period / Vesting | Ongoing | | | 1 year | | | | | | Generally vest annually over 3 years | Generally vest annually over 3 years | | | | Measured and earned annually and vest at the end of the 3-year award cycle | Vest at the end of the 3-year award cycles | | cycle |
How Payout
Determined | Predominantly tied to Peer Group data, with an element of Compensation Committee discretion | | | Predominantly formulaic (based on performance against goals), with an element of Compensation Committee discretion | | | | | Completion of required service period through each vesting date | Completion of required service period through each vesting date | | | | | | Formulaic (based on performance against goals) for specific performance periods | | |
Performance
Measures | — | | | Mix of 90% financial results / 10% EHS-related operational goals | | | | | | Value of delivered shares basedFormulaic (based on stock price on vesting dates | | | | | | RONA achievement | | performance against peers) for specific performance periods |
Salary
The Compensation Committee regularly compares the salary of each executive to the regressed 50th percentile of comparable executives in the Peer Group and uses that benchmark as a guide. Salaries for the NEOs are adjusted, as appropriate, annually on February 1, 2019.1. The Compensation Committee approved the following salaries for our NEOs in fiscal 2019.2022. | | | | | | | | | | | | | | |
| Name | Annual Salary Rate at September 30, 2022 ($) | Annual Salary Rate at September 30, 2021 ($) | Salary Increase (%) |
| J. Scott Hall | 854,000 | | 825,000 | | 3.5 | |
| Marietta Edmunds Zakas | 454,564 | | 437,081 | | 4.0 | |
| Steven S. Heinrichs | 459,426 | | 443,890 | | 3.5 |
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| Todd P. Helms | 372,203 | | 358,750 | | 3.7 | |
| Kenji Takeuchi | 374,920 | | 360,500 | | 4.0 | |
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| Name | Annual Salary Rate at
September 30, 2019
($) | Annual Salary Rate at
September 30, 2018
($) | Salary Increase (%) | |
| Scott Hall | 795,675 | | 772,500 | | 3.0 | |
| Marietta Edmunds Zakas | 414,000 | | 400,000 | | 3.5 | |
| Steven S. Heinrichs | 422,500 | | 415,000 | | 1.8 | (1) |
| Gregory S. Rogowski | 470,900 | | 459,400 | | 2.5 | |
| William Cofield | 297,000 | | 285,000 | | 4.2 | |
(1)Mr. Heinrichs was hired on August 8, 2018, and his salary increase was prorated commensurate with time of service.
Annual Cash Incentive Awards
The annual cash incentive plan rewards our named executive officers for achieving key financial metrics, which drive our operating results and enhance stockholder value. The Compensation Committee targets annual cash incentive compensation for each executive at the regressed 50th percentile of comparable executives in the Peer Group. Based on actual achieved performance against performance goals, each NEO may earn between 0% and 200% of his or her annual cash target opportunity. For fiscal 2019,2022, the Compensation Committee selected two types of performance metrics: (i) financial goals (weighted 90%) and (ii) EHS-related performance metrics (weighted 10%). The financial goals related to
PROXY STATEMENT FOR 2023 ANNUAL MEETING 45
adjusted operating income,EBITDA, adjusted working capital (as a % of net cash from operationssales) and adjusted net sales. The Compensation Committee selected these financial metrics to encourage our NEOs to focus on generating income from continuing operations and enhancing long-term stockholder value. The EHS-related performance metric was tied to reductions in total recordable incidence rates and key performance indicators for sustainability and specific activities identified as leading safety indicators. The Compensation Committee selected these metrics because they promote, drive and support the Company’s EHS initiatives and performance. All financial performance goals were set with minimum (or threshold), target and maximum objectives for each goal as described in the “Performance Targets and Results” table below.
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PERFORMANCE TARGETS AND RESULTS |
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| 2022 ANNUAL PERFORMANCE TARGETS AND RESULTS |
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| | Weighted Aggregate Actual % of Target for Ms. Zakas and Messrs. Hall, Heinrichs and Helms 89.3% |
| Metric | Weight (% of Target Bonus)( | | Results Required to Achieve Bonus ($ in millions, except for percentages)(1) | | Actual 2022 Payout Factor (% of Target Bonus) unweighted | |
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Hall
Zakas
Heinrichs
Helms | Takeuchi | | Threshold
(50%) | Target
(100%) | Maximum
(200%) | | |
| Adjusted EBITDA | 50.0% | 45.0% | | | | 60.6% | |
| Net Sales | 25.0% | 20.0% | | | | 190.0% | |
| Adjusted Working Capital as a % of Net Sales | 15.0% | 15.0% | | | | 76.8% | | Weighted Aggregate Actual % of Target for Mr. Takeuchi 91.0% |
WMS Segment Net Sales(2) | — | 10.0% | | | | 142.0% | |
WMS Segment Adjusted EBITDA(2) | — | 10.0% | | | | —% | |
EHS(3) | 10.0% | — | | — | — | — | | —% | |
(1)
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| Weight (% of Target Bonus) | Results Required to Achieve Bonus
($ in millions, except for percentages) | | | Actual 2019 Payout Factor (% of Target Bonus) unweighted | | Weighted Aggregate Actual % of Target 55.7% |
| Metric | | Threshold (50%) | Target (100%) | Maximum (200%) | | | |
| Adjusted Operating Income | 45% | | | | | 83.2% | |
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| Adjusted Cash Flow from Operations | 25% | | | | | 0.0% |
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| Adjusted Net Sales | 20% | | | | | 66.3% | |
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| EHS | 10% | |
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See Exhibit A for a reconciliation of non-GAAP performance measures to GAAP performance measures.
(2)Applicable to only Mr. Takeuchi. “Segment Performance” includes (i) the Water Management Solutions (“WMS”) segment’s Net Sales and (ii) the WMS segment’s Adjusted EBITDA, each weighted 10% of Mr. Takeuchi’s total incentive target compensation.
34 (3)MUELLER WATER PRODUCTS, INC.Applicable to Ms. Zakas and Messrs. Hall, Heinrichs and Helms.
FISCAL 20192022 ANNUAL CASH INCENTIVE AWARDS
Based on actual performance against the performance goals as set forth above, each NEO earned 55.7%89.3% of his or her annual cash target opportunity for fiscal 2019.2022 with the exception of Mr. Takeuchi, who earned 91.0%. The table below shows each NEO’s annual cash target opportunity and the amount of the annual cash bonuses paid to each NEO.
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| At Target Performance | |
| At Actual Performance | |
| Name | % of Salary | Amount ($) | | % of Target | Amount ($) |
| Scott Hall | 100 | % | 787,950 | |
| 55.7 | % | 438,889 |
| Marietta Edmunds Zakas | 70 | % | 286,533 | |
| 55.7 | % | 159,599 |
| Steven S. Heinrichs | 60 | % | 252,000 | |
| 55.7 | % | 140,364 |
| Gregory S. Rogowski | 75 | % | 350,300 | |
| 55.7 | % | 195,117 |
| William Cofield | 50 | % | 146,500 | |
| 55.7 | % | 81,601 |
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| At Target Performance |
| At Actual Performance |
| Name | % of Salary | Amount ($) | | % of Target | Amount ($) |
| J. Scott Hall | 105 | % | 886,438 | |
| 89.3 | % | 791,767 |
| Marietta Edmunds Zakas | 70 | % | 314,070 | |
| 89.3 | % | 280,528 |
| Steven S. Heinrichs | 60 | % | 272,515 | |
| 89.3 | % | 243,410 |
| Todd P. Helms | 60 | % | 220,602 | |
| 89.3 | % | 197,041 |
| Kenji Takeuchi | 50 | % | 185,031 | |
| 91.0 | % | 168,359 |
46 MUELLER WATER PRODUCTS, INC.
Long-Term Equity-Based Compensation
The long-term incentive program aligns the interestinterests of our NEOs with those of our stockholders and awardsrewards our NEOs for achieving key metrics. This program drives operating results, enhances stockholder value and helps retain our NEOs.
Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for accounting purposes, the 2022 Summary Compensation Table may not reflect the same stock option and PRSU values described below. In addition, accounting values can increase or decrease each year, causing volatility in the long-term incentive awards reported. For fiscal 2019,2020 through fiscal 2022, the Compensation Committee set each NEO’s target long-term compensation value at or about the regressed 50th percentile (plus or minus 15%) of comparable executives in the Peer Group. This
For fiscal 2022 and fiscal 2021, the NEOs’ target long-term compensation value was allocated 70%50% in the form of performance-based restricted stock units (“PRSUs”), 25% in the form of time-based stock options and 30%25% in the form of time-based restricted stock units (“RSUs”). The fiscal 2022 and fiscal 2021 PRSUs are based solely upon rTSR performance ("Market Units").
For fiscal 2019,2020, the Compensation Committee more heavily weighted performance-based units thanNEOs’ target long-term compensation value was allocated 70% in prior years to increase the overall proportionform of each NEO’s performance-based compensation.PRSUs and 30% in the form of RSUs. Fiscal 2020 PRSUs were divided into two categories, based upon applicable performance metric: (i) 57% of the PRSUs (and 40% of the total award) are based upon after-tax RONA achievement ("RONA Units") and (ii) 43% of the PRSUs (and 30% of the total award) are based solely upon rTSR performance, i.e., Market Units.
PERFORMANCE-BASED RESTRICTED STOCK UNITS
The following are the key termsaspects of the PRSUs awarded, to our NEOsgranted, earned and/or vested in fiscal 2019:2022 and fiscal 2021:
PRSUs Awarded for Fiscal 2022 and Fiscal 2021:
•70%For fiscal 2022 and fiscal 2021, 50% of each NEO’s target long-term incentive compensation value was awarded in PRSUs. The number of PRSUs (at target) awarded in fiscal 20192022 and fiscal 2021 was equal to the compensationtarget value divided by the share price of our Common Stock on the date of award.
•The fiscal 2022 and fiscal 2021 PRSUs are divided into three equal tranches and each tranchebased solely upon the Company’s rTSR performance, i.e., Market Units.
•Market Units:
◦The relative total shareholder return or “rTSR” is earned over a one-yearmeasured by, during the applicable performance period, basedcomputing the total shareholder return of each company that was in the S&P 600 SmallCap Industrial Index at the beginning of the applicable performance period (the “TSR Group”) and comparing the Company’s total shareholder return results thereto in order to determine the quartile ranking within the TSR Group.
◦The Market Units consist of a single tranche and vest on the level of achievementa 3-year cumulative performance period against the applicable annualindex.
◦The Compensation Committee establishes the performance period target related to the Market Unit award on the grant date of the award.
◦At the end of the three-year award period, the Compensation Committee confirms actual performance against the applicable performance target.
•◦The number of shares of our Common Stock earned at the conclusion of each one-yearMarket Unit performance period may range from zero to two times the number of PRSUs intarget Market Units awarded, based on the level of achievement against the applicable tranche.performance period target.
PRSUs Awarded for Fiscal 2020:
•For fiscal 2020, 70% of each NEO’s target long-term incentive compensation value was awarded in PRSUs. The number of PRSUs awarded in fiscal 2020 was equal to the target value divided by the share price of our Common Stock on the date of award. As noted above, the fiscal 2020 PRSUs comprise RONA Units and Market Units.
•EachMarket Units: Market Unit details are described above for fiscal 2021 and fiscal 2022.
• RONA Units:
◦RONA Units are divided into three equal tranches and each tranche is measured and earned over successive one-year performance period target is established by the Compensation Committee on an annual basisperiods coinciding with our fiscal year.years.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 47
◦The Compensation Committee establishes RONA Unit performance period targets for the then-current performance period on an annual basis.
•◦At the end of each fiscal year,performance period, the Compensation Committee confirms actual performance against the applicable performance period target.
◦The number of shares of our Common Stock earned at the conclusion of each applicable RONA Unit performance period may range from zero to two times the number of target and PRSUsRONA Units in the applicable tranche, based on the level of achievement against the applicable performance period target.
◦RONA Units representing the level of achievement during thatthe specific performance period are “banked” for potential payout following the end of the three-year award cycle.
PRSUs Generally:
•All PRSUs are settled in shares of Common Stock.
•To receive earned shares of Common Stock, the NEO must be employed through the last day of the three-year award cycle.
•The actual number of shares of Common Stock a participant may receive after the applicable three-year award cycle ranges from zero to two times the target number of PRSUs, depending on the level of achievement during each performance period within the award cycle.
•PRSUs do not convey voting rightsrights or earn dividends.accrue dividends until vested.
PERFORMANCE MEASURE AND RESULT FOR FISCAL 20192022
The applicable performance target for the fiscal 2019fiscal 2022 performance period for PRSUs awarded in fiscal 2020 was based partially on RONA and partially on rTSR. The applicable performance targets for the fiscal 2021 and fiscal 2022 performance periods for PRSU awards made in fiscal 2017, fiscal 20182021 and fiscal 2019 was2022, respectively, were based solely on return on net assetsrTSR. No RONA Units were awarded in fiscal 2021 or “RONA.” For these purposes, the termfiscal 2022. “RONA” hashas the meaning described in footnote 4 toto the table under “— Highlights of 20192022 Performance Related to Executive Compensation.”
The Compensation Committee determined the RONA target using benchmark data from the Peer Group and assistance from the Company’s independent compensation consultant. For fiscal 2019,2020, fiscal 2021 and fiscal 2022, the Compensation Committee
established the RONA target at an absolute percentage on an after-tax basis, whereas in the prior year, the RONA target was based on a pre-tax basis due to uncertainty arising from changes in tax legislation for fiscal 2018.basis. For fiscal 2019,2022, the performance necessary to earn at least 50% of RONA Unit target payout required RONA of 18.0%, the performance necessary to earn 100% of RONA Unit target payout required RONA of 37.0%22.0%, and the performance necessary to earn the maximum 200% of RONA Unit target payout required RONA of at least 44.0%23.6%. Actual RONA performance for fiscal 20192022 was 32.7%19.6%. Therefore, the 20192022 performance period PRSUsRONA Units will settle at 64.2%70.0% of the awards. See “Executive Compensation — Grants of Plan-Based Awards Table.”
The Compensation Committee determined the rTSR target using benchmark data from the S&P 600 SmallCap Industrial Index (based upon a 20 trading day average) and assistance from the Company’s independent compensation consultant. For fiscal 2020, fiscal 2021 and fiscal 2022 grants, the performance necessary to earn 100% of Market Unit target payout requires the rTSR to be in the 50th percentile, and the performance necessary to earn the minimum of 50% and a maximum of 200% of Market Unit target payout requires the rTSR to be in the 25th and 75th percentile, respectively. The fiscal 2020, fiscal 2021 and fiscal 2022 Market Unit grants vest and settle at the end of the corresponding cumulative 3-year performance period. For the fiscal 2020 Market Unit grants, the performance during the actual performance period resulted in a Company rTSR in the 44.4% percentile, resulting in an achievement of 88.9%.
48 MUELLER WATER PRODUCTS, INC.
| | |
PRSU PERFORMANCE MEASUREMEASURES AND RESULTRESULTS FOR FISCAL 20192022 |
|
|
PRSU AWARD ISSUANCES
Common Stock to be issued related to PRSUs awarded in fiscal 20182021 (for the three-year award cycle from fiscal 20182021 through fiscal 2020)2023) and fiscal 20192022 (for the three-year award cycle from fiscal 20192022 through fiscal 2021)2024) will not be issued until the Compensation Committee certifiesconfirms performance results for the fiscal 20202023 and fiscal 20212024 performance periods, respectively. Shares of Common Stock issued in December 20192022 to NEOs for the PRSUs awarded in fiscal 20172020 (for the three-year award cycle from fiscal 20172020 through fiscal 2019)2022) and vested in fiscal 20192022 are set forth below:
| | | | | | | | | | | | | | | | | |
| Year of Award | Performance Period | | | | | |
| Fiscal 2017 | | Fiscal 2018 | | Fiscal 2019 | | Fiscal 2020 | | Fiscal 2021 | |
Fiscal 2017 2022 | Fiscal 2023 |
|
| Vested 2017 PRSU Awards (3 Tranches) |
|
Fiscal 2024 |
| | | | | |
Fiscal 2018 | 2020 |
|
|
Vested 2020
| Future Vesting of 2018 PRSURONA UNIT Awards
(3 Tranches) | |
|
| |
| | | |
| Vested 2020 Market Unit Awards
(1 Tranche) | | |
| | | | | |
Fiscal 2019 | |
|
|
2021 |
| Future Vesting of 2019 PRSU2021 Market Unit Awards
(3 Tranches)1 Tranche) | |
| | | | | |
| Fiscal 2022 | | | Future Vesting of 2022 Market Unit Awards
(1 Tranche) |
| | | | | |
PROXY STATEMENT FOR 2023 ANNUAL MEETING 49
| | | | | | | | | | | | | | |
| PRSU SETTLEMENTS OF FISCAL 2020 AWARD | | | | |
| | | | |
| Performance Periods | Total Issued Number of Shares |
| Fiscal 2020 | Fiscal 2021 | Fiscal 2022(1) |
| Name | Number of Shares Earned(2) |
| J. Scott Hall | 22,603 | 28,869 | 67,145 | 118,617 |
| Marietta Edmunds Zakas | 6,672 | 8,522 | 19,822 | 35,016 |
| Steven S. Heinrichs | 5,219 | 6,666 | 15,505 | 27,390 |
| Todd P. Helms | 2,099 | 4,462 | 9,355 | 15,916 |
| Kenji Takeuchi | 3,228 | 4,123 | 9,590 | 16,941 |
(1)Fiscal 2022 shares earned includes shares awarded based on RONA and rTSR.
| | |
PRSU SETTLEMENTS OF FISCAL 2017 AWARD |
(2)
| | | | | | | | | | | | | | |
| Performance Periods | | | Total Issued Number of Shares |
| Fiscal 2017 | Fiscal 2018 | Fiscal 2019 | |
| Name | Number of Shares Earned(1) | | | |
Scott Hall(2) | 19,012 | | 25,797 | | 12,205 | | 57,014 | |
| Marietta Edmunds Zakas | 5,027 | | 6,821 | | 3,227 | | 15,075 | |
| Gregory S. Rogowski | 7,189 | | 9,755 | | 4,615 | | 21,559 | |
(1)See the definitive proxy statements we filed with the SEC on December 14, 201721, 2020 and December 13, 2018,22, 2021, respectively, for information concerning target RONA performance and actual RONA performance for the 2017fiscal 2020 and 2018fiscal 2021 performance periods, respectively.periods.
(2)Mr. Hall's PRSUs were awarded on January 23, 2017 for the fiscal 2017 through fiscal 2019 award cycle.
36 MUELLER WATER PRODUCTS, INC.
TIME-BASED RESTRICTED STOCK UNITS
For fiscal 2019, 30%2022, 25% of each NEO’s target long-term incentive compensation value was awarded in RSUs. The number of RSUs grantedawarded was equal to the compensation value divided by the price of our Common Stock on the date of award. Typically, one-third of the RSUs grantedawarded vest on each anniversary of the grantaward date. See “Executive Compensation — Grants of Plan-Based Awards Table.”
TIME-BASED STOCK OPTIONS
For fiscal 2022, 25% of each NEO’s target long-term incentive compensation value was awarded in stock options. The number of stock options awarded was equal to the compensation value divided by the grant date fair value of our Common Stock on the date of award. Typically, one-third of the stock options awarded vest on each anniversary of the award date. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for accounting purposes, the 2022 Summary Compensation Table may not reflect the same stock option values described above. In addition, accounting values can increase or decrease each year, causing volatility in the long-term incentive awards reported. The amounts reported in the Option Awards column in the 2022 Summary Compensation Table represent the grant date fair value of stock option awards granted under the Stock Plan to each of the NEOs, calculated in accordance with ASC Topic 718. We use a Black-Scholes model when determining the grant date fair value of stock options. For information on the assumptions used by us in calculating these values, see Note 12 to our consolidated financial statements in the Form 10-K. To see the value actually received upon exercise of options by the NEOs in fiscal 2022, refer to the 2022 Option Exercises and Stock Vested table in this Proxy Statement. Outstanding option awards are reflected in the 2022 Outstanding Equity Awards table in this Proxy Statement. Also see the “Executive Compensation — Grants of Plan-Based Awards Table” for additional information.
TIMING OF EQUITY AWARDS
While the Compensation Committee may grant equity-based awards at any of its scheduled meetings or by unanimous written consent, it generally establishes awards for executives at its November or December meeting each year, except for awards related to promotions or new hires. GrantsAwards approved during scheduled meetings become effective and are priced as of the date of approval or as of a pre-determinedpredetermined future date based on a date of hire. GrantsAwards approved by unanimous written consent become effective and are priced as of a pre-determinedpredetermined future date. All stock options have a per-share exercise price equal to the closing stock price on the NYSE on the date of the grant.award.
Other Cash and Equity Awards
None.
Retirement Benefits
We offer retirement benefits to our NEOs and other employees intended to provide a competitive source of retirement income. These retirement benefits are provided through the vehicles described below.
50 MUELLER WATER PRODUCTS, INC.
RETIREMENT SAVINGS PLAN APPLICABLE TO EMPLOYEES GENERALLY
The Mueller Group LLC Retirement Savings Plan is a 401(k) plan that provides retirement benefits for our non-union employees and those of our participatingparticipating subsidiaries. Each of our NEOs participated in the plan in fiscal 20192022 on the same basis as our other eligible employees.employees, under which we make matching contributions in accordance with the terms of that plan.
Other Benefits
PERQUISITES
We provide certain perquisites to our NEOs that the Compensation Committee believes are reasonable and consistent with our overall compensation program. In fiscal 2019,2022, the Compensation Committee offered the NEOs limited perquisites, including a car allowanceallowance (excluding Mr. Cofield)Messrs. Helms and Takeuchi), life insurance, supplementalsupplemental long-term disability insurance and reimbursement for certain financial planning and annual physical examination expenses. See “Executive Compensation — Summary Compensation Table — All Other Compensation.”
SEVERANCE BENEFITS
Each NEO is entitled to severance benefits. See “Potential“Executive Compensation — Potential Payments Upon Termination or Change-in-Control.”
CHANGE-IN-CONTROL AGREEMENTSBENEFITS
Change-in-control agreements are used to create incentives for executives to build stockholder value and to seek the highest value possible for stockholders should we be acquired, despite the risk of losing employment. Our change-in-control agreements for executives provide for vesting of outstanding equity-based awards and payment of severance amounts upon a change-in-control and operate with a “double trigger” for severance payments and equity awards, meaning severance payments and accelerated vesting of equity awards do not occur unless the executive’s employment is involuntarily terminated (other than for causeCause or for termination for good reason)Good Reason as defined in the agreements) within 24 months following a change-in-control. The agreements also contain a “best-of-net” provision, so that, in the event excise taxes would be imposed on payments under the agreements, the NEO will, at his or her discretion, either (1) pay the excise tax without assistance from the Company or (2) have the payments reduced to an amount at which an excise tax would no longer be payable.
The Company provides NEOs without a change-in-control agreement with change-in-control benefits via the Company's executive severance plan approved by the Compensation Committee and instituted by the Company in January 2020. For applicable employees, the executive severance plan provides, upon a change-in-control, for vesting of outstanding equity-based awards if a replacement award (as defined in the executive severance plan) is not available and for payment of severance amounts if the executive’s employment is involuntarily terminated (other than for Cause or for termination for Good Reason as defined in the agreement) within 24 months following a change-in-control, i.e., a “double trigger.”
EMPLOYEE STOCK PURCHASE PLAN
Our Employee Stock Purchase Plan (“ESPP”) provides all of our employees an opportunity to purchase Common Stock, subject to certain restrictions, through regular payroll deductions.
HEALTH AND WELFARE BENEFITS
We generally offer group medical, dental, vision, life and long-term disability insurance in a flexible benefits package to all active U.S. employees, except as otherwise required by collective bargaining agreements. Employees are provided life insurance up to one times their base salaries at no charge, other than related income taxes, to the employee. For an additional charge, employees may obtain coverage of up to four times their base salary up to a maximum life insurance benefit of $1,250,000. NEOs participate on the same basis as other eligible employees.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 51
Other Factors Considered by the Compensation Committee
Risk and Incentive Compensation
The Compensation Committee has conducted an assessment of our compensation policies and practices and does not believe these policies and practices are reasonably likely to have a material adverse effect on us. This assessment included a review of the risk profile of our compensation policies and practices for all employees. To facilitate its review, the Compensation Committee engaged its compensation consultant to review our compensation structure to identify design elements that might encourage excessive risk taking. The compensation consultant discussed its review and conclusions with the Compensation Committee. In conducting its review, the Compensation Committee noted several policies and practices that mitigate risk, including:
•Using multiple performance measures in annual incentive awards and capping payout levels;
•Maintaining the ability to reduce annual incentive awards, based on its independent judgment;
•Using multiple long-term incentive vehicles;
•Using overlapping multi-year award cycles in connection with performance shares and capping payout levels; and
•Maintaining stock ownership guidelines, an anti-hedging policy, an anti-pledging policy and a clawback policy.
Tally Sheets
The Compensation Committee regularly reviews “tally sheets” for each executive. The tally sheets contain information concerning prior years’ compensation, proposed compensation for the current year, outstanding equity-based awards (both vested and unvested) and various termination-of-employment scenarios. The tally sheets assist the Compensation Committee in evaluating the many facets of executive compensation, understanding the magnitude of potential payouts as a result of termination-of-employment scenarios and considering changes to our compensation programs, arrangements and plans in light of emerging trends.
Other Compensation Practices and Policies
Role of Compensation Consultant in Compensation Decisions
The Compensation Committee has sole authority to select and retain a compensation consultant, including authority to approve fees and retention terms. For fiscal 2019,2022, the Compensation Committee retained Meridian Compensation Partners,Farient Advisors, LLC as its compensation consultant. The Compensation Committee reviews the performance of its compensation consultant annually.
In fiscal 2019,2022, the compensation consultant’s responsibilities included, but were not limited to:
•Providing recommendations regarding the composition of our Peer Group;
•Preparing and analyzing Peer Group compensation and plan design data;
•Reviewing and advising on the performance measures to be used in incentive awards;
•Valuing equity-based awards; and
•Reviewing and advising on principal aspects of executive and non-employee director compensation, including base salaries, bonuses, perquisites and equity-based awards for executives, and cash compensation and equity-based awards for non-employee directors.
38 MUELLER WATER PRODUCTS, INC.
The Compensation Committee considered the independence of its compensation consultant in light of standards under NYSE listing standards. The Compensation Committee requested and received a letter from the compensation consultant addressing its independence, including the factors described below:
•Other services provided to us by the consultant;
•Fees paid by us as a percentage of the consultant’s total revenue;
•Policies or procedures maintained by the consultant that are designed to prevent a conflict of interest;
•Any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee;
•Any Common Stock owned by the individual consultants involved in the engagement; and
52 MUELLER WATER PRODUCTS, INC.
•Any business or personal relationships between our executives and the consultant or the individual consultants involved in the engagement.
The Compensation Committee took into account these considerations, along with other factors relevant to the compensation consultant’s independence from management, and concluded the compensation consultant is independent and the engagement of the compensation consultant and the services rendered by the compensation consultant did not raise any conflict of interest.
Role of Management in Compensation Decisions
The Compensation Committee reviews information provided by its compensation consultant and uses that information as a reference point for the components of compensation. The Compensation Committee and the Chief Executive Officer discuss the financial metrics and operational goals intended to closely align performance targets of the business units and the Company as a whole with our strategic goals. The Chief Executive Officer makes recommendations to the Compensation Committee for executives other than himself with respect to annual salary adjustments, annual incentive adjustments and grants of equity-based awards under our incentive plans. The Compensation Committee makes the final decision with respect to the compensation of these executives, taking into consideration the Chief Executive Officer’s recommendations.
The Compensation Committee annually receives input from the entire Board with respect to the Chief Executive Officer’s performance and recommends his compensation level to the Board. The Board discusses and approves the annual salary of the Chief Executive Officer. The Chair of the Compensation Committee and Non-Executive ChairmanChair of the Board meet with the Chief Executive Officer to discuss the Chief Executive Officer’s performance and compensation based on evaluations received from the Board. These discussions are considered by the Compensation Committee in setting all elements of compensation for the Chief Executive Officer.
In fiscal 2019,2022, the Chief Executive Officer was present at all of the Compensation Committee meetings but was excused from the executive sessions of the Compensation Committee and did not participate in meetings or deliberations during which his compensation was discussed.
Income Tax Consequences of Executive Compensation
Our compensation programs were designed to permit us to deduct compensation expense under Section 162(m) of the Internal Revenue Code, which historically limited the tax deductibility of annual compensation paid to executives to $1 million, unless the compensation qualified as “performance-based.” The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed (subject to certain transition rules), effective for taxable years beginning after December 31, 2017, such that compensation paid to our NEOs in excess of $1 million is generally not deductible. As a result, we may no longer take a deduction for any compensation paid to our NEOs in excess of $1 million. The Compensation Committee believes stockholder interests are best served by not restricting its discretion and flexibility in structuring compensation programs. In fiscal 20192022 and in plans for fiscal 2020,2023, the Compensation Committee continued to design compensation programs and make grants that it believes are performance-based and well aligned with the interests of our stockholders.
Previous grants made under the 2006 Stock Plan, and the PRSUs granted thereunder, as well as the annual cash incentive award, were structured and were intended to permit such awards to qualify as “performance-based” compensation to maximize the tax deductibility of these awards under Section 162(m). Those awards may not be fully deductible under all circumstances, as a number of additional requirements must be met for the awards to qualify as “performance-based” compensation.
Compensation Recovery (Clawback) Policy
NEOs with employment agreements are required, to the extent required by law, to reimburse us following the publication of a restatement of our financial statements due to material noncompliance with any financial reporting requirement under the securities laws as a result of misconduct for (a) incentive-based or equity-based compensation received and (b) any profits realized from the sale of our securities during the 12 months prior to discovery of the noncompliance. The Compensation Committee has exclusive authority to interpret and enforce this provision.
The Compensation Committee has adopted a “Clawback Policy” to recover pay that is determined to have been wrongfully earned by managerial or executive employees, including our NEOs. As a result, all RSUsequity awards granted after November 30, 2009 include a clause that reduces the number of equity-based awards upon the occurrence of certain events. The Compensation Committee has the exclusive authority to interpret the Clawback Policy and may offset compensation as necessary to recover amounts due under the Clawback Policy.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 53
Prohibition on Hedging and Pledging
We do not allow directors or employees to hedge the value of our equity securities held directly or indirectly by them. Our policy prohibits the purchase or sale of puts, calls, options or other derivative securities based on our securities, as well as hedging or monetization transactions, purchases of our equity securities on margin and borrowing against any account in which our securities are held. We prohibit pledging of Common Stock by executives or directors.
Stock Ownership Guidelines
The Compensation Committee has adopted stock ownership guidelines to promote a high level of stock retention among executives and non-employee directors. The guidelines require that the total value of the executive’s or non-employee director’s holdings of Common Stock must equal or exceed the specified target value shown below.
| | | | | | | | |
| Position/Title | Target Ownership | |
| Chief Executive Officer and President | | 6x base salary |
| Executive Vice Presidents | | 3x base salary |
| Senior Vice Presidents | | 2x base salary |
| Vice Presidents | | 1x base salary |
| Non-Employee Directors | | 5x annual retainer |
Participants have five (5) years from the date a participant becomes subject to the program to achieve the applicable stock ownership target. If a participating individual is promoted, the promoted participant has three (3) years from the date of promotion to increase his or her holdings to meet the applicable stock ownership requirements. All NEOs and directors are in compliance with our stock ownership requirements.guidelines. Our stock ownership guidelines are available on our website at www.muellerwaterproducts.com.
Report of the Compensation and Human Resources Committee
The Compensation Committee participated in the preparation of the Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
See “Board Structure — Board Committee Information” for information concerning the Compensation Committee and its responsibilities.
| | | | | |
| Compensation and Human Resources Committee |
| MICHAEL T. TOKARZ, CHAIR |
| SHIRLEY C. FRANKLIN |
| JERRY W. KOLBTHOMAS J. HANSEN |
| JEFFERY S. SHARRITTS |
| STEPHEN C. VAN ARSDELL |
4054 MUELLER WATER PRODUCTS, INC.
Executive Compensation Tables
Summary Compensation Table
The amounts reported in the following table, including base salary, annual and long-term incentive amounts, benefits and perquisites, are described more fully under “Compensation Discussion and Analysis.”
| | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position(1) | Fiscal
Year | Salary
($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total
($) |
Scott Hall President and Chief Executive Officer | 2019 | 787,950 | | — | | 1,514,329 | | 438,889 | | 259,338 | | 3,000,506 | |
| 2018 | 765,000 | | — | | 1,402,578 | | 1,009,839 | | 41,715 | | 3,219,132 | |
| 2017 | 518,229 | | — | | 1,657,681 | | 908,925 | | 108,195 | | 3,193,030 | |
Marietta Edmunds Zakas Executive Vice President, Chief Financial Officer | 2019 | 409,333 | | — | | 457,792 | | 159,599 | | 50,426 | | 1,077,150 | |
| 2018 | 379,529 | | 15,000 | | 524,124 | | 338,173 | | 41,900 | | 1,298,726 | |
| 2017 | 351,967 | | 60,000 | | 393,623 | | 255,929 | | 36,883 | | 1,098,402 | |
Steven S. Heinrichs Executive Vice President, Chief Legal and Compliance Officer and Secretary | 2019 | 420,000 | | — | | 253,320 | | 140,364 | | 50,451 | | 864,135 | |
| 2018 | 61,307 | | 275,000 | | 499,994 | | 48,557 | | 7,543 | | 892,401 | |
| | | | | | | |
Gregory S. Rogowski Executive Vice President, Business Development | 2019 | 467,067 | | — | | 476,609 | | 195,117 | | 45,438 | | 1,184,231 | |
| 2018 | 454,933 | | — | | 591,809 | | 450,401 | | 84,458 | | 1,581,601 | |
| 2017 | 441,667 | | — | | 632,914 | | 282,075 | | 37,372 | | 1,394,028 | |
William Cofield SVP, Operations & Supply Chain | 2019 | 293,000 | | — | | 151,990 | | 81,601 | | 17,961 | | 544,552 | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | Fiscal
Year | Salary(1) ($) | Bonus
($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total
($) |
J. Scott Hall President and Chief Executive Officer | 2022 | 844,227 | — | 2,470,487 | 643,742 | 791,767 | 56,873 | 4,807,096 |
| 2021 | 821,821 | — | 2,910,266 | 540,491 | 1,223,178 | 53,275 | 5,549,031 |
| 2020 | 777,786 | — | 2,509,534 | — | 946,456 | 52,990 | 4,286,766 |
Marietta Edmunds Zakas Executive Vice President and Chief Financial Officer | 2022 | 448,672 | — | 642,729 | 163,879 | 280,528 | 54,270 | 1,590,078 |
| 2021 | 432,791 | — | 816,844 | 147,965 | 443,070 | 46,968 | 1,887,638 |
| 2020 | 404,692 | — | 755,866 | — | 344,717 | 49,395 | 1,554,671 |
Steven S. Heinrichs Executive Vice President, Chief Legal and Compliance Officer and Secretary | 2022 | 454,191 | — | 502,452 | 128,111 | 243,410 | 46,322 | 1,374,485 |
| 2021 | 440,241 | — | 642,337 | 116,232 | 386,312 | 43,816 | 1,628,938 |
| 2020 | 413,001 | — | 521,697 | — | 301,538 | 36,975 | 1,273,211 |
Todd P. Helms Senior Vice President and Chief Human Resources Officer | 2022 | 367,670 | — | 349,316 | 89,677 | 197,041 | 29,505 | 1,033,209 |
| 2021 | 355,801 | — | 360,161 | 81,362 | 312,216 | 31,484 | 1,141,023 |
| 2020 | — | — | — | — | — | — | — |
Kenji Takeuchi Senior Vice President, Water Management Solutions | 2022 | 370,061 | — | 346,808 | 90,120 | 168,359 | 19,507 | 994,855 |
| 2021 | 356,962 | — | 311,731 | 69,732 | 234,925 | 19,466 | 992,816 |
| 2020 | — | — | — | — | — | — | — |
(1)Effective January 23, 2017, Mr. Hall was appointed PresidentSalaries for the NEOs are adjusted, as appropriate, annually and Chief Executive Officer. Effective January 1, 2018, Ms. Zakas was appointed Executive Vice President and Chief Financial Officer. Effective August 8, 2018, Mr. Heinrichs was appointed Executive Vice President, Chief Legal and Compliance Officer and Secretary. Effective October 1, 2019, Mr. Rogowski was appointed Executive Vice President, Business Development. Effective January 8, 2018, Mr. Cofield was appointed Senior Vice President, Operations and Supply Chain.are effective on February 1.
(2)Mr. Heinrichs received a sign-on bonus“Stock Awards” comprise RSUs, Market Units and RONA Units. All RSUs and Market Units are granted on the date of award. RONA Units are granted annually in connection with joiningthree equal tranches, beginning on the Companydate of award. For fiscal 2022, the Stock Awards amounts include the aggregate grant date fair values of RSUs and Market Units granted in August 2018. Ms. Zakas received paymentsfiscal 2022 and the third tranche of RONA Units awarded in recognition of assuming interim Human Resources responsibilities from January 2016 through December 2017.
(3)fiscal 2020 for the fiscal 2022 performance period. The dollar amounts shown for RSU and PRSU awardsStock Awards represent the aggregate grant date fair values calculated in accordance with ASC 718, Stock Compensation excluding the effect of forfeitures.. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation” for more information. The dollar amounts shown for fiscal 2019 include the aggregate grant date fair valuesvalue of PRSUs awarded inthe fiscal 2017, 20182020, fiscal 2021 and 2019fiscal 2022 Market Units was $14.94, $15.39 and $15.76, respectively.
(3)“Option Awards” comprise stock options. All stock amounts for the awards represent the grant date fair value of stock options granted under the Stock Plan to each of the NEOs, calculated in accordance with ASC Topic 718. For more information regarding how the Company calculated these amounts, see the audited financial statements contained in our fiscal 2019 performance period assuming target performance.2022 Form 10-K. The calculated compensation expense of the option awards recognized for financial reporting purposes will vary from the actual amount ultimately realized by the NEOs due to stock price fluctuations and timing factors related to the NEO’s realization of value from the option. To see the value actually received upon exercise of options by the NEOs in 2022, refer to the 2022 Option Exercises and Stock Vested table. Additional information on all outstanding option awards is reflected in the 2022 Outstanding Equity Awards table and the Grant of Plan-Based Awards Table of this Proxy Statement. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation” for more information. The grant date fair value of the fiscal 2021 and fiscal 2022 stock options was $3.05 and $3.43, respectively.
(4)Amounts reflect annual non-equity incentive plan compensation awards earned by our NEOs based on Company financial performance along with and EHS-related objectives.objectives and segment performance, as applicable. The amounts earned for fiscal 20192022 were paid in December 2019.2022. See “Compensation Discussion and Analysis —Compensation— Compensation Elements — Annual Cash Incentive Awards” for more information.
(5)Amounts reflect the combined value of each NEO’s perquisites and compensation that is not otherwise reflected in the Summary Compensation Table. Amounts for fiscal 20192022 are described in “— Summary Compensation Table — All Other Compensation” below.
2019 PROXY STATEMENT FOR 2023 ANNUAL MEETING 4155
Summary Compensation Table - All Other Compensation
The following table provides additional detail regarding the amounts presented in the “All Other Compensation” column in the Summary Compensation Table for fiscal 2019.2022.
| | Name | Name | Vehicle
Allowance
($) | Financial Planning(1) ($) | Contributions to 401(k) Plans(2) ($) | Life and
Long-Term
Disability
Insurance
($) | Other(3) ($) | Total
($) | Name | Vehicle
Allowance
($) | Financial Planning(1) ($) | Contributions
to 401(k)
Plans
($) | Life and
Long-Term
Disability
Insurance
($) | Other(2) ($) | Total
($) |
| Scott Hall | 24,000 | | — | | 11,200 | | 15,358 | | 208,780 | | 259,338 | | |
| J. Scott Hall | | J. Scott Hall | 24,000 | | — | | 15,250 | | 17,623 | | | 56,873 | |
| Marietta Edmunds Zakas | Marietta Edmunds Zakas | 18,000 | | 7,500 | | 11,200 | | 8,566 | | 5,160 | | 50,426 | | Marietta Edmunds Zakas | 18,000 | | 7,500 | | 15,079 | | 10,341 | | 3,350 | | 54,270 | |
| Steven S. Heinrichs | Steven S. Heinrichs | 18,000 | | 1,200 | | 19,748 | | 7,109 | | 4,394 | | 50,451 | | Steven S. Heinrichs | 18,000 | | 1,320 | | 15,250 | | 8,591 | | 3,161 | | 46,322 | |
| Gregory S. Rogowski | 18,000 | | 5,985 | | 11,200 | | 10,253 | | — | | 45,438 | | |
| William Cofield | — | | — | | 10,255 | | 4,215 | | 3,491 | | 17,961 | | |
| Todd P. Helms | | Todd P. Helms | — | | 7,500 | | 14,835 | | 7,170 | | — | | 29,505 | |
| Kenji Takeuchi | | Kenji Takeuchi | — | | — | | 14,874 | | 4,633 | | | 19,507 | |
(1)NEOs are entitled to reimbursement of up to $7,500 for annual financial planning ($10,000 for the CEO).
(2)Mr. Heinrichs' contributions include amounts from first quarter fiscal 2019 plus the maximum amount allowed for calendar year 2019.
(3)Other compensation for Mr. Hall consists of reimbursement for higher than expected relocation costs and physical exam expenses. Other compensation for Ms. Zakas and Messrs.Mr. Heinrichs and Cofield consists of reimbursement of annual physical exam expenses. See “Compensation Discussion and Analysis — Compensation Elements — Other Cash and Equity Awards.”
Grants of Plan-Based Awards Table
The following table summarizes the fiscal 2022 grants made to our NEOs during fiscal 2019on November 30, 2021 on a grant-by-grant basis. Each of the equity-based awards granted during fiscal 20192022 and reported in the following table was granted under, and is subject to the terms of, the 2006 Stock Plan.
| | |
FISCAL 20192022 GRANTS OF PLAN-BASED AWARDS TABLE |
| | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Issuance of Shares Under Equity Incentive Plans(2) | | All Other Stock-Based Awards (#)(3) | Grant Date Fair Value of Stock-Based Awards ($)(4) | | | | Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Issuance
of Shares Under Equity
Incentive Plans | All Other
Option Awards:
Number of
Securities
Underlying
Options
(#) | Exercise or Base Price of Option Awards ($/Sh)(6) | All Other Stock-Based
Awards
(#) | Grant Date Fair Value of Stock-Based Awards ($)(7) |
| Name | Name | Award Date | | Threshold ($) | Target
($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | All Other Stock-Based Awards (#)(3) | Award Date | | Minimum
($) | Target
($) | Maximum
($) | | Threshold
(#) | Target
(#) | Maximum
(#) | All Other
Option Awards:
Number of
Securities
Underlying
Options
(#) |
| Scott Hall | | | — | | 787,950 | | 1,575,900 | |
|
|
|
| |
| 11/27/2018 | | |
| | | | | | | 56,980 | | 599,999 | | |
| 11/27/2018 | (5) |
| 22,159 | | 44,317 | | 88,634 | | | | 466,658 | | |
| 11/28/2017 | (5) |
| 11,751 | | 23,502 | | 47,004 | | | | 247,476 | | |
| 1/23/2017 | (5) | | 9,506 | | 19,012 | | 38,024 | | | 200,196 | | |
| J. Scott Hall | | J. Scott Hall | | (1) | — | | 886,438 | | 1,772,877 | | |
| |
|
|
| 11/30/2021 | (2) | | | | 47,193 | | 643,713 | |
| 11/30/2021 | (3) | | | 47,196 | | 94,391 | | 188,782 | | | 1,487,602 | |
| 11/30/2021 | (4) | | | | 187,680 | | 13.64 | | | 643,742 | |
| 12/3/2019 | (5) | | | 12,433 | | 24,866 | | 49,732 | | | 339,172 | |
| Marietta Edmunds Zakas | Marietta Edmunds Zakas | | | — | | 286,533 | | 573,066 | |
|
|
| Marietta Edmunds Zakas | | (1) | — | | 314,070 | | 628,141 | | |
| |
|
|
| 11/27/2018 | |
| 17,094 | | Marietta Edmunds Zakas | 11/30/2021 | (2) | | | | 12,015 | | 163,885 | |
| 11/27/2018 | (5) |
| 6,648 | | 13,295 | | 26,590 | |
| | 11/30/2021 | (3) | | | 12,015 | | 24,030 | | 48,060 | | | 378,713 | |
| 11/28/2017 | (5) |
| 4,029 | | 8,058 | | 16,116 | |
| | 11/30/2021 | (4) | | | | 47,778 | | 13.64 | | | 163,879 | |
| 11/29/2016 | (5) |
| 2,514 | | 5,028 | | 10,056 | |
| | 12/3/2019 | (5) |
| | 3,671 | | 7,341 | | 14,682 | | |
| 100,131 | |
| Steven S. Heinrichs | Steven S. Heinrichs | | | — | | 252,000 | | 504,000 | |
|
|
| Steven S. Heinrichs | | (1) | — | | 272,515 | | 545,029 | | |
| |
|
|
| 11/27/2018 | | | | 13,532 | | | Steven S. Heinrichs | 11/30/2021 | (2) | | | | 9,390 | | 128,080 | |
| 11/27/2018 | (5) | | 5,263 | | 10,525 | | 21,050 | | | | 11/30/2021 | (3) | | | 9,393 | | 18,785 | | 37,570 | | | 296,052 | |
| Gregory S. Rogowski | | | — | | 350,300 | | 700,600 | |
|
|
| |
| 11/27/2018 | |
| 17,094 | | |
| 11/27/2018 | (5) |
| 6,648 | | 13,295 | | 26,590 | |
| 139,996 | | |
| 11/28/2017 | (5) |
| 3,841 | | 7,683 | | 15,366 | |
| 80,902 | | |
| 11/29/2016 | (5) |
|
| 3,595 | | 7,190 | | 14,380 | |
| 75,711 | | |
| Steven S. Heinrichs | | Steven S. Heinrichs | 11/30/2021 | (4) | | | | 37,350 | | 13.64 | | 128,111 | |
| 12/3/2019 | (5) | | | 2,871 | | 5,742 | | 11,484 | | | 78,321 | |
4256 MUELLER WATER PRODUCTS, INC.
| | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Issuance of Shares Under Equity Incentive Plans(2) | | All Other Stock-Based Awards (#)(3) | Grant Date Fair Value of Stock-Based Awards ($)(4) | | | | Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Issuance
of Shares Under Equity
Incentive Plans | All Other
Option Awards:
Number of
Securities
Underlying
Options
(#) | Exercise or Base Price of Option Awards ($/Sh)(6) | All Other Stock-Based
Awards
(#) | Grant Date Fair Value of Stock-Based Awards ($)(7) |
| Name | Name | Award Date | | Threshold ($) | Target
($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | All Other Stock-Based Awards (#)(3) | Award Date | | Minimum
($) | Target
($) | Maximum
($) | | Threshold
(#) | Target
(#) | Maximum
(#) | All Other
Option Awards:
Number of
Securities
Underlying
Options
(#) |
| William Cofield | | | — | | 146,500 | | 293,000 | |
|
|
| |
| 11/27/2018 | | | | 8,119 | | 85,493 | | |
| 11/27/2018 | (5) | | 3,158 | | 6,315 | | 12,630 | | | 66,497 | | |
| Todd P. Helms | | Todd P. Helms | | (1) | — | | 220,602 | | 441,204 | | | |
| 11/30/2021 | (2) | | | | 6,573 | | 89,656 | |
| 11/30/2021 | (3) | | | 6,575 | | 13,149 | | 26,298 | | | 207,228 | |
| 11/30/2021 | (4) | | | | 26,145 | | 13.64 | | 89,677 | |
| 2/24/2020 | (8) | | | 1,922 | | 3,844 | | 7,688 | | | 52,432 | |
| Kenji Takeuchi | | Kenji Takeuchi | | (1) | — | | 185,031 | | 370,061 | | | |
| 11/30/2021 | (2) | | | | 6,606 | | 90,106 | |
| 11/30/2021 | (3) | | | 6,607 | | 13,214 | | 26,428 | | | 208,253 | |
| 11/30/2021 | (4) | | | | 26,274 | | 13.64 | | 90,120 | |
| 12/3/2019 | (5) | | | 1,776 | | 3,552 | | 7,104 | | | | 48,449 | |
(1)Amounts represent the range of possible cash payouts for fiscal 20192022 awards under the annual cash incentive plan as described in “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Awards.” The awardsamounts that were earned based on actualactual performance for fiscal 20192022 were paid in December 20192022 and are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
(2)Represents shares that could have been earned based on the achievement of performance goals in the 2019 performance period in connection with applicable PRSU grants. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units.” Estimated amounts that may be earned over the three-year award cycle of PRSUs awarded for fiscal 2017, 2018 and 2019 are reflected in the “Outstanding Equity Awards Table” below.
(3)Represents time-based RSUs. Each RSU entitles the grantee to receive one share of Common Stock upon vesting. The RSUs generally vest in equal installments on the first, second and third anniversaries of the award date. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Time-Based Restricted Stock Units.”Units” for more information.
(4)See footnote 3 to(3)Represents the “Summary Compensation Table” for a descriptionrange of shares of Common Stock that may vest after the end of the methods usedthree-year cumulative award period applicable to determinea PRSU award based solely on rTSR performance goals established in fiscal 2022, i.e., Market Units, assuming achievement of threshold, target and maximum performance. The grant date fair value of equity-based awards.the fiscal 2022 Market Units was $15.76. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units” for more information.
(4)Represents stock options. Upon vesting, each stock option entitles the NEO to purchase one share of our common stock at a specified exercise price. These stock options vest in equal installments on the first, second and third anniversary of the date of award. Once vested, options will generally remain exercisable until their normal expiration dates, which are ten years from the grant date. Grantees generally have ninety days to exercise any vested options upon termination of employment. This period is extended to one year in the event termination results from death and disability and two years in the case of retirement. All outstanding options will immediately terminate if the grantee is terminated for cause. The grant date fair value of the fiscal 2022 stock options was $3.43.
(5)Represents the range of shares of Common Stock that may vest after the end of the three-year award cycle applicable to a PRSU award solely with respect to the fiscal 20192022 RONA performance period goals established in fiscal 2022, i.e., RONA Units, assuming achievement of threshold, target and maximum performance.
(6)Each stock option granted during fiscal 2022 was granted with a per-share exercise price equal to the closing price of the underlying common stock on the New York Stock Exchange on the award date.
(7)See footnote 2 and footnote 3 to the “Summary Compensation Table” for a description of the methods used to determine grant date fair value of equity-based awards.
(8)Mr. Helms received an award commensurate with his position and in line with awards granted to the then-current senior officers of the Company at the time of his hiring. This row represents the range of shares of Common Stock that may vest after the end of the three-year award cycle applicable to a PRSU award solely with respect to the fiscal 2022 RONA performance period goals established in fiscal 2022, i.e., RONA Units, assuming achievement of threshold, target and maximum performance.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 57
Outstanding Equity Awards Table
The following table sets forth information detailing the outstanding unexercised options and unvested RSUs and PRSUs held by each of our NEOs at September 30, 2019.2022.
|
|
| | Option Awards | |
| Stock Awards | |
| | Option Awards |
| Stock Awards |
|
| | Number of Securities
Underlying Options
(#) | | Option Exercise Price ($)(1) | Option
Expiration
Date |
| Number of Units That Have Not Vested (#)(2) | Market Value of Units That Have Not Vested ($)(3) | Number of
Performance
Units That
Have Not
Vested
(#) | Market Value of Performance Units That Have Not Vested ($)(3) |
| | Number of Securities
Underlying Options
(#) | Option Exercise Price ($)(1) | Option
Expiration
Date |
| Number of RSUs That Have Not Vested (#)(2) | Market Value of RSUs That Have Not Vested ($)(3) | Number of Performance Units That Have Not Vested (#)(4) | Market Value of Performance Units That Have Not Vested ($)(3) |
| Name | Name | Award Date | | Exercisable | Unexercisable | |
| | Award Date | Option
Expiration
Date |
| Number of RSUs That Have Not Vested (#)(2) | Market Value of RSUs That Have Not Vested ($)(3) | Number of Performance Units That Have Not Vested (#)(4) | Market Value of Performance Units That Have Not Vested ($)(3) |
| Scott Hall | 01/23/17 | (4) |
|
| 19,011 | | 213,684 | | — | | — | | |
| 11/28/17 | (4) |
|
| 47,004 | | 528,325 | | 70,483 | | 792,229 | | |
| 11/27/18 | (5) |
|
| 56,980 | | 640,455 | | 117,087 | | 1,316,058 | | |
| J. Scott Hall | | J. Scott Hall | 12/03/19 | (5) |
|
| 18,650 | | 191,536 | | |
| 12/02/20 | (6) | | 32,672 | | 335,541 | | |
| 12/02/20 | (7) | | 98,018 | | 1,006,645 | |
| 12/02/20 | (8) | 59,070 | | 118,140 | | 11.86 | | 12/02/30 | |
| 11/30/21 | (9) | | 47,193 | | 484,672 | | |
| 11/30/21 | (10) | | 94,391 | | 969,396 | |
| 11/30/21 | (11) | — | | 187,680 | | 13.64 | | 11/29/31 | |
| Marietta Edmunds Zakas | | Marietta Edmunds Zakas | 12/03/19 | (5) |
|
| 5,506 | | 56,547 | | |
| Marietta Edmunds Zakas | 12/01/09 | | 34,965 | | — | | 5.05 | | 12/01/19 | | — | | — | | — | | — | | 12/02/20 | (6) | | 8,944 | | 91,855 | | |
| 11/30/10 | | 34,965 | | — | | 3.52 | | 11/30/20 |
| — | | — | | — | | Marietta Edmunds Zakas | 12/02/20 | (7) | | 26,834 | | 275,585 | |
| 11/29/11 | | 25,260 | | — | | 2.03 | | 11/29/21 |
| — | | — | | — | | 12/02/20 | (8) | 16,171 | | 32,342 | | 11.86 | | 12/02/30 | |
| 11/29/16 |
|
|
| 5,027 | | 56,503 | | — | | 11/30/21 | (9) | | 12,015 | | 123,394 | | |
| 11/28/17 | (4) |
|
| 16,116 | | 181,144 | | 24,165 | | 11/30/21 | (10) | | 24,030 | | 246,788 | |
| 11/27/18 | (5) | | 17,094 | | 192,137 | | 35,126 | | 11/30/21 | (11) | — | | 47,778 | | 13.64 | | 11/29/31 | |
| Steven S. Heinrichs | Steven S. Heinrichs | 08/08/18 | |
|
| 41,981 | | 471,866 | | — | | — | | Steven S. Heinrichs | 12/03/19 | (5) | | 4,307 | | 44,233 | | |
| 11/27/18 | (5) | | 13,532 | | 152,100 | | 27,808 | | 12/02/20 | (6) | | 7,026 | | 72,157 | | |
| Gregory S. Rogowski | 11/30/10 | | 85,839 | | — | | 3.52 | | 11/30/20 |
| — | | — | | — | | — | | |
| 11/29/11 | | 70,684 | | — | | 2.03 | | 11/29/21 |
| — | | — | | — | | |
| 11/29/16 |
|
|
| 7,189 | | 80,804 | | — | | |
| 11/28/17 | (4) |
|
| 15,363 | | 172,680 | | 23,037 | | |
| 11/27/18 | (5) | | 17,094 | | 192,137 | | 35,126 | | |
| William Cofield | 01/23/18 | | 6,666 | | 74,926 | | — | | — | | |
| 11/27/18 | (5) | | 8,119 | | 91,258 | | 16,684 | | 187,528 | | |
| Steven S. Heinrichs | | Steven S. Heinrichs | 12/02/20 | (7) | | 21,079 | | 216,481 | |
| 12/02/20 | (8) | 12,703 | | 25,406 | | 11.86 | | 12/02/30 | |
| 11/30/21 | (9) | | 9,390 | | 96,435 | | |
| 11/30/21 | (10) | | 18,785 | | 192,922 | |
| 11/30/21 | (11) | — | | 37,350 | | 13.64 | | 11/29/31 | |
| 02/24/20 | (5) | | 2,883 | | 29,608 | | |
| 12/02/20 | (6) | | 4,918 | | 50,508 | | |
| Todd P. Helms | | Todd P. Helms | 12/02/20 | (7) | | 14,755 | | 151,534 | |
| 12/02/20 | (8) | 8,892 | | 17,784 | | 11.86 | | 12/02/30 | |
| 11/30/21 | (9) | | 6,573 | | 67,505 | | |
| 11/30/21 | (10) | | 13,149 | | 135,040 | |
| 11/30/21 | (11) | — | | 26,145 | | 13.64 | | 11/29/31 | |
| 12/03/19 | (5) | | 2,664 | | 27,359 | | |
| 12/02/20 | (6) | | 4,214 | | 43,278 | | |
| Kenji Takeuchi | | Kenji Takeuchi | 12/02/20 | (7) | | 12,647 | | 129,885 | |
| 12/02/20 | (8) | 7,621 | | 15,242 | | 11.86 | | 12/02/30 | |
| 11/30/21 | (9) | | 6,606 | | 67,844 | | |
| 11/30/21 | (10) | | 13,214 | | 135,708 | |
| 11/30/21 | (11) | — | | 26,274 | | 13.64 | | 11/29/31 | |
2019 PROXY STATEMENT(1) 43
(1)Option exercise prices are equal to the closing price of Common Stock on the NYSE on the respective grant dates.
(2)This column includes unvested RSUs. RSUs awarded on 11/29/16, 1/23/17, 11/28/17, 1/23/18 and 11/28/18 each vest in equal installments on the first, second and third anniversaries of the respective award dates. Mr. Heinrichs’ RSUs awarded on 08/08/18 vest on the second anniversary of the date of award.
(3)Market value for units in this column is calculated by multiplying the number of RSUs or PRSUs that have not vested by the closing price of Common Stock on the NYSE on September 30, 20192022 of $11.2410.27 per share.share, the last trading day of the fiscal year.
(4)Includes PRSUsThis column includes unvested performance units based upon the applicable performance metric specified.
58 MUELLER WATER PRODUCTS, INC.
(5)This row includes RSUs awarded in fiscal 20182020 in accordance with the Stock Plan.
(6)This row includes RSUs awarded in fiscal 2021 in accordance with the Stock Plan.
(7)This row includes Market Units awarded in fiscal 2021 for a cumulative three-year award cycle (fiscal 20182021 through fiscal 2020)2023). The PRSUs shown are based on actual performance for fiscal 2018 and 2019 and assume target performance for fiscal 2020. Actual performance for fiscal 2018 and 2019 were 135.7% and 64.2% of target, respectively.the award cycle. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units.”
(5)Includes PRSUs(8)This row includes unexercised stock options awarded in fiscal 20192021. Stock options vest in equal installments on the first, second and third anniversaries of the respective grant dates.
(9)This row includes RSUs awarded in fiscal 2022 in accordance with the Stock Plan.
(10)This row includes Market Units awarded in fiscal 2022 for a three-year award cycle (fiscal 20192022 through fiscal 2021).2024) in accordance with the Stock Plan. The PRSUs shown are based on actual performance for fiscal 2019 and assume target performance for fiscal 2020 and 2021. Actual performance for fiscal 2019 was 64.2% of target.the award cycle. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units.”
(11)This row includes unexercised stock options awarded in fiscal 2022. Stock options vest in equal installments on the first, second and third anniversaries of the respective award dates.
Option Exercises and Stock Vested Table
The following table shows stock options exercised and RSUs and PRSUs vested during fiscal 2019.2022.
|
|
| Option Awards | | | RSU Awards | | | PRSU Awards | |
| Option Awards | | RSU Awards | | PRSU Awards(3) |
| Name | Name | Number of
Shares
Acquired
on Exercise | Value Realized on Exercise(1) ($) |
| Number of
Shares
Acquired
on Vesting
(#) | Value Realized on Vesting(2) ($) |
| Number of
Shares
Acquired
on Vesting
(#) | Value Realized on Vesting(2) ($) | Name | Number of
Shares
Acquired
on Exercise | Value Realized on Exercise(1) ($) |
| Number of
Shares
Acquired
on Vesting
(#) | Value Realized on Vesting(2) ($) |
| Number of
Shares
Acquired
on Vesting
(#) | Value Realized on Vesting(2) ($) |
| Scott Hall | — | | — | |
| 42,514 | | 426,415 | |
| 57,014 | | 640,837 | | |
| J. Scott Hall | | J. Scott Hall | — | | — | |
| 53,979 | | 751,589 | |
| 118,617 | | 1,218,197 | |
| Marietta Edmunds Zakas | Marietta Edmunds Zakas | 38,022 | | 191,505 | |
| 18,060 | | 189,720 | |
| 15,075 | | 169,443 | | Marietta Edmunds Zakas | — | | — | |
| 15,676 | | 218,276 | |
| 35,016 | | 359,614 | |
| Steven S. Heinrichs | Steven S. Heinrichs | — | | — | |
| — | | — | |
| — | | — | | Steven S. Heinrichs | — | | — | |
| 12,331 | | 171,705 | |
| 27,390 | | 281,295 | |
| Gregory S. Rogowski | 85,839 | | 430,225 | |
| 24,643 | | 258,653 | |
| 21,559 | | 242,323 | | |
| William Cofield | — | | — | |
| 3,334 | | 31,173 | |
| — | | — | | |
| Todd P. Helms | | Todd P. Helms | — | | — | |
| 25,110 | | 314,220 | |
| 15,916 | | 163,457 | |
| Kenji Takeuchi | | Kenji Takeuchi | — | | — | |
| 4,771 | | 66,140 | |
| 16,941 | | 173,984 | |
(1)Calculated by subtracting the exercise price of the option from the closing priceactual trade value of Common Stockthe share on the NYSE on the exercise, date, multiplied by the number of options exercised.
(2)Calculated as the closing price of Common Stock on the NYSE on the vesting date multiplied by the number of RSUs or PRSUs that vested.
(3)Consists of RONA Units and Market Units.
Pension Plan
None of our NEOs participate in a defined benefit pension plan. Each NEO participates in our 401(k) plan, under which we make matching contributions in accordance with the terms of that plan.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 59
Employment, Severance and Change-in-Control Arrangements
At September 30, 2019,2022, we maintained employment agreements with each NEO except as noted. Each agreement provides for an annual equity opportunity, which is subject to the discretion of the Compensation Committee, and commensurate with their executive-level position. Each agreement also entitles the employee to receive reimbursement for financial planning services and the cost of an annual physical exam. The following table sets forth certain information with respect to these agreements.
| | Name | Name | Base Salary Rate(1) ($) | Annual Target Bonus as Percent of Base Salary(2) (%) | Monthly Car
Allowance
($) | Annual
Vacation | Severance Benefits as Percent of Salary(3) (%) | Name | Base Salary Rate(1) ($) | Annual Target Bonus as Percent of Base Salary(2) (%) | Monthly Car
Allowance
($) | Annual
Vacation | Severance Benefits as Percent of Salary(3) (%) |
| Scott Hall | 795,675 | | 100.0 | | 2,000 | | 4 weeks | | 300.0 | | |
| J. Scott Hall | | J. Scott Hall | 854,000 | | 105 | | 2,000 | | 4 weeks | 300.0 | |
| Marietta Edmunds Zakas | Marietta Edmunds Zakas | 414,000 | | 70.0 | | 1,500 | | 4 weeks | | 262.5 | | Marietta Edmunds Zakas | 454,564 | | 70 | | 1,500 | | 4 weeks | 262.5 | |
| Steven S. Heinrichs | Steven S. Heinrichs | 422,500 | | 60.0 | | 1,500 | | 4 weeks | | 262.5 | | Steven S. Heinrichs | 459,426 | | 60 | | 1,500 | | 4 weeks | 262.5 | |
| Gregory S. Rogowski | 470,900 | | 75.0 | | 1,500 | | 4 weeks | | 262.5 | | |
| William Cofield | 297,000 | | 50.0 | | N/A | | 4 weeks | | N/A | |
Todd P. Helms(4) | | Todd P. Helms(4) | 372,203 | | 60 | | N/A | 4 weeks | 100.0 | |
Kenji Takeuchi(4) | | Kenji Takeuchi(4) | 374,920 | | 50 | | N/A | 4 weeks | 100.0 |
(1)Salaries are reviewed annually. Amounts shown represent annual salary rates as of September 30, 2019.2022.
(2)Payout can range from zero to up to twice the amount of the target based on the satisfaction of predetermined financial, market and operational performance objectives.
44 (3)MUELLER WATER PRODUCTS, INC.
(3)Other severance benefits are paid in monthly installments over 24 months, in the case of Mr. Hall, and over 18 months in the case of each other NEO, together with a lump sum payment of unpaid salary and other benefits. Mr. Cofield is
(4)Messrs. Helms and Takeuchi are subject to the Company's generalexecutive severance plan and doesdo not maintain a separate employment agreement.agreements.
At September 30, 2019,2022, we also maintained change-in-control arrangements with each NEO. Under the existing change-in-control agreements with each NEO with the exception of Mr. Cofield. Under these agreements,Messrs. Hall and Heinrichs and Ms. Zakas, upon a change-in-control (as defined in the agreement) of Mueller Water Products, Inc.the Company and (i) the executive’s employment is terminated other than for Cause or for Good Reason (each as defined in the agreement) within 24 months following a change-in-control or (ii) a replacement award (as defined in the agreement) was not available (i.e., a double trigger), all outstanding options and RSUs would immediately vest. The value of PRSUs reflects the pro rata portion of shares earned during the performance period and payout at target for future performance periods within the award cycle. In addition, if the executive’s employment is terminated other than for Cause or for Good Reason within 24 months following a change-in-control, the executive would be entitled to a lump-sum severance payment equivalent to 2.0x base salary and annual incentive bonus (generally calculated as the greater of (i) the Executive’s annual target bonus and (ii) the average of actual annual incentive bonuses over the preceding three years) and continuation of certain benefits, such as group life and medical insurance coverage for a period of 24 months. The agreements also contain a “best-of-net” provision, so that, in the event excise taxes would be imposed on payments under the agreements, the NEO will either (1) pay the excise tax without assistance from the Company or (2) have the payments reduced to an amount at which an excise tax would no longer be payable, based on which result is more favorable to him or her on an after-tax basis.
Messrs. Helms and Takeuchi receive change-in-control benefits under the executive severance plan. The executive severance plan provides, upon a change-in-control, for vesting of outstanding equity-based awards if a replacement award (as defined in the Executive Severance Plan) is not available and for payment of cash severance amounts if the NEO’s employment is involuntarily terminated (other than for Cause or for termination for Good Reason as defined in the executive severance plan) within 24 months following a change-in-control (i.e., a double trigger). Such cash severance payments would include a lump-sum payment equivalent to the sum of 1.0x base salary and annual target incentive bonus, a pro rata amount of his annual target incentive bonus (prorated based upon the time of service during the applicable fiscal year) and cash equivalent amounts related to other benefits.
60 MUELLER WATER PRODUCTS, INC.
Potential Payments Upon Termination or Change-in-Control
The following table sets forth the potential benefits each NEO would be entitled to receive upon termination of employment in the situations outlined below. The NEO would not be entitled to the severance benefits described below if he or she terminates employment without Good Reason or is terminated for Cause. The amounts shown are estimates and do not necessarily reflect the actual amounts that would be paid to the NEOs, which would only be known at the time they become eligible for payment. The amounts shown are the amounts that could be payable under existing plans and arrangements if the NEO’s employment had terminated on September 30, 2019.2022.
The termination events pursuant to which the NEOs are entitled to potential payments are as follows:
A - Severance arrangement for termination without causeCause or for good reasonGood Reason
B - Termination without Cause after a change-in-control
C - Death, disability or retirement
| | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE |
| | | | | |
| Name | Name |
| Cash Severance
($) | | Bonus Earned as of Event Date(1) ($) | Vesting of Unvested Long-Term Awards(2) ($) | | Health, Welfare and Other Benefits Continuation(3) ($) | | Outplacement(4) ($) | Total
($) | Name |
| Cash Severance
($) | Bonus Earned as of Event Date(1) ($) | Vesting of Unvested Long-Term Awards(2) ($) | Health, Welfare and Other Benefits Continuation(3) ($) | Outplacement(4) ($) | Total
($) |
| Scott Hall | A | 2,448,231 | | (5) | 438,888 | | — | | | 55,706 | | | 25,000 | | 2,967,825 | | |
| J. Scott Hall | | J. Scott Hall | A | 2,627,692 | | (5) | 791,767 | | — | | | 45,008 | | | 25,000 | | 3,489,467 | |
|
| B | 3,664,165 | | (6) | 438,888 | | 3,490,751 | | | 117,791 | | | 278,486 | | 7,990,081 | |
| B | 3,546,568 | | (6) | 791,767 | | 2,987,789 | | | 90,547 | | | 298,900 | | 7,715,571 | |
|
| C | — | | | — | | 2,230,320 | | | — | | | — | | 2,230,320 | |
| C | — | | | — | | 2,987,789 | | | — | | | — | | 2,987,789 | |
| Marietta Edmunds Zakas | Marietta Edmunds Zakas | A | 1,118,596 | | (5) | 159,599 | | — | | | 61,697 | | | 25,000 | | 1,364,892 | | Marietta Edmunds Zakas | A | 1,228,197 | | (5) | 280,528 | | — | | | 60,094 | | | 25,000 | | 1,593,819 | |
| B | 1,430,563 | | (6) | 159,599 | | 1,096,230 | | | 138,193 | | | 144,900 | | Marietta Edmunds Zakas | B | 1,575,684 | | (6) | 280,528 | | 794,169 | | | 133,804 | | | 159,097 | | 2,943,282 | |
| C | — | | | — | | 706,775 | | | — | | | — | | C | — | | | — | | 794,169 | | | — | | | — | | 794,169 | |
| Steven S. Heinrichs | Steven S. Heinrichs | A | 1,141,563 | | (5) | 140,364 | | 471,866 | | (7) | 1,544 | | | 25,000 | | 1,780,337 | | Steven S. Heinrichs | A | 1,241,333 | | (5) | 243,410 | | — | |
| 1,697 | | | 25,000 | | 1,511,440 | |
|
| B | 1,434,620 | | (6) | 140,364 | | 936,529 | | | 135,414 | | | 147,875 | | 2,794,802 | |
| B | 1,506,334 | | (6) | 243,410 | | 622,228 | | | 130,690 | | | 160,799 | | 2,663,461 | |
|
| C | — | | | — | | 699,915 | | | — | | | — | | 699,915 | |
| C | — | | | — | | 622,228 | | | — | | | — | | 622,228 | |
| Gregory S. Rogowski | A | 1,272,336 | | (5) | 195,117 | | — | | | 5,002 | | | 25,000 | | 1,497,455 | | |
| Todd P. Helms | | Todd P. Helms | A | 597,875 | | (5) | 197,041 | | — | | | 25,900 | | | 25,000 | | 845,816 | |
|
| B | 1,726,083 | | (6) | 195,117 | | 1,099,347 | | | 5,002 | | | 164,815 | | 3,190,364 | | | B | 621,436 | | (6) | 197,041 | | 434,195 | | | 25,900 | | | 25,000 | | 1,303,572 | |
|
| C | — | | | — | | 714,141 | | | — | | | — | | 714,141 | | | C | — | | | — | | 434,195 | | | — | | | — | | 434,195 | |
| William Cofield | A | 22,846 | | (5) | — | | — | | | — | | | — | | 22,846 | | |
| Kenji Takeuchi | | Kenji Takeuchi | A | 572,119 | | (5) | 168,359 | | — | | | 24,256 | | | 25,000 | | 789,734 | |
|
| B | 22,846 | | (6) | — | | 353,711 | | | — | | | | — | | 376,557 | |
| B | 588,791 | | (6) | 168,359 | | 404,073 | | | 24,256 | | | 25,000 | | 1,210,479 | |
| C | — | | | — | | 211,753 | | | — | | | | — | |
| C | — | | | — | | 404,073 | | | — | | | — | | 404,073 | |
2019 PROXY STATEMENT(1) 45
(1)Each is entitled to a pro rata share of the current fiscal year bonus in the event of termination without Cause or after a change-in-control. Amounts in this table assume a termination date of September 30, 20192022 and represent the actual bonus paid for fiscal 20192022 since this amount would not have otherwise been paid at that date.
(2)The value of stock options is the difference between the closing price of Common Stock on September 30, 2022 and the option exercise prices per share multiplied by the number of options. The value of RSUs is the closing price of Common Stock on September 30, 20192022 multiplied by the number of RSUs. The value of PRSUs reflects the pro rata portion of shares earned during the performance period and payout at target for future performance periods within the award cycle. The closing price of our Common Stock on September 30, 20192022 on the NYSE was $11.24.$10.27.
(3)For all NEOs, excluding Mr. Cofield,Messrs. Helms and Takeuchi, health and welfare benefits are continued for up to 42 months from the separation date based on the current elections and plan premiums.
(4)Services in Case A (without Cause termination) will be reasonable in our sole discretion. Services in Case B (change-in-control termination) will be provided for up to two years but will not exceed 35% of the NEO’s base salary at the time of termination.termination for Messrs. Hall and Heinrichs and Ms. Zakas or $25,000 for Messrs. Helms and Takeuchi.
(5)Cash severance in Case A (without Cause termination) is equal to a percentage of current annual base salary plus accrued vacation. The percentage applicable to Mr. Hall is 300%. The percentage applicable to Messrs.Mr. Heinrichs and Rogowski and Ms. Zakas is 262.5%. The percentage applicable to Messrs. Helms and Takeuchi is 100% plus an amount equal to a pro rata annual incentive bonus calculated at target goals. Other severance benefits, if applicable, are paid in monthly installments over 24 months in the case of Mr. Hall and over 18 months in the case of each other NEO, together with a lump sum payment of unpaid salary and other benefits. Mr. Cofield's cash severance based on his number of years of service, equating to two weeks of salary for each year of service performed.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 61
(6)Cash severance in Case B (change-in-control termination) for Messrs. Hall Heinrichs and RogowskiHeinrichs and Ms. Zakas is equal to two times annual base salary plus two times the greater of (i) the annual target bonus and (ii) the average bonus over the last three years, plus accrued vacation. Cash severance in Case B (change-in-control termination) for Messrs. Helms and Takeuchi is equal to one times annual base salary and target annual incentive bonus plus pro rata target annual incentive bonus, accrued vacation and ancillary medical benefits. Accrued vacation assumes no vacation has been taken. Mr. Cofield's cash severance based on his number of years of service, equating to two weeks of salary for each year of service performed.
(7)In accordance with Mr. Heinrichs’ employment agreement, his 08/08/18 RSU grant shall vest, and all restrictions shall lapse, upon the earlier to occur of the second anniversary of the grant and his termination.
CEO Pay Ratio Disclosure
For fiscal 2019,2022, (i) the annual total compensation of our median employee (excluding our CEO) was $55,478$60,507 and (ii) the annual total compensation of our CEO was $3,000,506.$4,807,096. Based on this information, the ratio of the annual total compensation of our CEO to that of the median employee is approximately 5479 to 1. Our employee population consists of approximately 3,1003,545 employees located throughout the world, with approximately 81% in the United States.
To identify the median employee for fiscal 2019,2022, we included all part-time and full-time employees that were employed for any portion of fiscal 20192022 so long as they were still actively employed on September 30, 2019. Earnings types2022. Compensation elements used included regular pay (base salary for exempt population and hourly wages for non-exempt population), bonuses, overtime, shift pay and paid time off. Commissions and executive perquisites were omitted from the median employee selection calculation. Using this methodology, we determined the “median employee” was a full-time, hourly employee located in the United States.
46 MUELLER WATER PRODUCTS, INC.
RATIFICATIONADVISORY VOTE ON FREQUENCY OF APPOINTMENT OF INDEPENDENT AUDITORS
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | | | | | |
| Proposal Three |
| Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation |
| The Board recommends voting on executive compensation ANNUALLY. |
At our 2011 Annual Meeting, we first provided our stockholders with the opportunity to cast an advisory vote on how frequently they would like to vote on our executive compensation, which, as described in Proposal Two, is commonly referred to as “Say-on-Pay.” Based on the previous voting results, our Board determined to hold Say-on-Pay votes annually. SEC rules require us to ask our stockholders, at least every six years, how often they would like for us to hold Say-on-Pay votes. Accordingly, we are requesting your advisory vote this year to determine the frequency of future Say-on-Pay votes.
By voting on this Proposal Three, stockholders may indicate whether they would prefer that we continue to hold an advisory vote on our executive compensation annually, or whether they prefer such vote to be held every two or three years.
The Board believes that an annual vote is the most effective means for ensuring that our executive compensation policies and procedures are strongly aligned with the interests of our stockholders and are effective in implementing our compensation philosophy and in achieving our strategic goals. The Board’s belief is further based on the premise that this recommendation can be modified in future years if it becomes apparent that a vote once every year is not meaningful or a different voting frequency is recommended by best corporate governance practices.
Accordingly, we ask for stockholder approval of the following resolution:
RESOLVED, that the stockholders approve, on an advisory basis, an annual advisory vote on executive compensation.
This vote is advisory and therefore not binding on us, the Board or the Compensation Committee. The Compensation Committee will consider the result of this year’s vote, as well as other communications from stockholders relating to our compensation practices, and take them into account in future determinations concerning our executive compensation programs.
62 MUELLER WATER PRODUCTS, INC.
RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM | | | | | |
| Proposal Four |
Ratification of the Appointment of ourOur Independent Registered Public Accounting Firm for Fiscal 2020 | 2023 |
| The Board recommends a vote FOR this proposal. |
The Audit Committee has authority to retain and terminate the services of our independent registered public accounting firm. The Audit Committee has appointed Ernst & Young LLP (“EY”) as the independent registered public accounting firm to audit our consolidated financial statements and internal control over financial reporting for the fiscal year ending September 30, 2020,2023, subject to negotiation of definitive fee arrangements. Although stockholder ratification of Ernst & Young’sEY’s appointment is not required, the Board believes submitting the appointment to our stockholders for ratification is a matter of good corporate governance. Even if stockholders ratify the appointment of EY, the Audit Committee, in its discretion, may change the appointment at any time during the fiscal year if it determines that a change would be in the best interest of the Company and its stockholders.
See below for a description of the fees Ernst & YoungEY billed us for fiscal 20192022 and fiscal 2018.2021.
A representative of Ernst & YoungEY is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement and will be available to respond to stockholder questions.
Fees and Services of the Independent Registered Public Accounting Firm
The Audit Committee appointed Ernst & Young as the independent registered public accounting firm to audit our consolidated financial statements and internal control over financial reporting for fiscal 2019.2022.
Audit Fees and Other Fees
The following table shows the approximate fees for audit and other services provided by Ernst & Young for fiscal years 20192022 and 20182021 (in millions). All fees in 20192022 and 20182021 were pre-approved by the Audit Committee.
|
|
| 2019 | 2018 |
| 2022 | 2021 |
Audit fees(1) | Audit fees(1) | $ | 2.3 | | $ | 2.4 | | Audit fees(1) | $ | 2.6 | | $ | 3.0 | |
| Audit-related fees | Audit-related fees | — | | — | | Audit-related fees | — | | — | |
| Tax fees | Tax fees | 0.2 | | 0.1 | | Tax fees | 0.1 | | — | |
| Total fees | Total fees | $ | 2.5 | | $ | 2.5 | | Total fees | $ | 2.7 | | $ | 3.0 | |
(1)Reflects fees for professional services performed by Ernst & Young for annual audits (including out-of-pocket expenses) and quarterly limited reviews of our consolidated financial statements.
Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm
The Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent registered public accounting firm. For both types of pre-approval, the Audit Committee considers whether the services are consistent with the Securities and Exchange Commission (“SEC”) rules on auditor independence and whether the independent registered public accounting firm is able to provide the most effective service. Non-auditAudit and non-
PROXY STATEMENT FOR 2023 ANNUAL MEETING 63
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
audit fees to be incurred by the independent registered public accounting firm for services permitted by the Sarbanes-Oxley Act of 2002 to be performed by such firm must be approved in advanceadvance by the Audit Committee Chairman (forChair or another designated member of the Audit Committee for individual projects in amounts up to $100,000)$150,000 or the Audit Committee. TheCommittee, and the Audit Committee must approve all such services for individual project in amounts greater than $150,000. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure the services are within the parameters approved by the Audit Committee.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Report of the Audit Committee
Committee Composition and Skills
The Audit Committee is comprisedcomposed of fourthree independent directors meeting the requirements of applicable SEC and New York Stock Exchange (“NYSE”) rules. The Board has determined all Audit Committee members are “financially literate” for purposes of the NYSE Listed Company Manual (the “NYSE Manual”) and select members qualify as audit committee “financial experts” within the meaning of the rules and regulations of the SEC. See “Proposal One - Election of Ten Directors — The Board of Directors” for a description of the business background of each member. No member of the Audit Committee serves on the audit committee of more than three public companies.
Meetings
The Audit Committee met 13 times during fiscal 2019,2022, including eight8 times by video/teleconference. Meetings include periodic executive sessions with the independent registered public accounting firm, our internal auditors and our management.
Responsibilities of the Audit Committee, Management and the Independent Auditor
The Audit Committee’s key responsibilities are set forth in its charter, which was approved by the Board and is available on our website at www.muellerwaterproducts.com. See “Corporate Governance — Board Operations — Board Committee Information” for more information concerning the Audit Committee and its responsibilities. ForWith respect to the audit of ourCompany's consolidated financial statements for fiscal 20192022 and our internal control over financial reporting:
•Management was responsible for preparing ourthe financial statements and establishing and maintaining effective internal control over financial reporting. The Audit Committee was responsible for monitoring and overseeing ourthe financial reporting and audit functions, as well as ourthe internal control over financial reporting and disclosure.
•Ernst & Young, ourEY, the independent registered public accounting firm, for fiscal 2019,2022, was responsible for performing an independent audit of ourthe Company’s consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States and was also responsible for performing an independent audit of, and expressing an opinion on, ourthe Company’s internal control over financial reporting.
•The Audit Committee reviewed and discussed with management and Ernst & YoungEY the audited consolidated financial statements for the year ended September 30, 2019, our2022, the quarterly consolidated financial statements and operating results for each quarter in the fiscal year and the related significant accounting and disclosure issues, the Critical Audit Matters (“CAMs”) and the effectiveness of our internal control over financial reporting.
•The Audit Committee reviewed management’s report contained in ourthe annual report on Form 10-K for the year ended September 30, 20192022 (“Annual Report”), as well as Ernst & Young’sEY’s Reports of the Independent Registered Public Accounting Firm included in the Annual Report related to its audits of the consolidated financial statements and internal control over financial reporting.
•The Audit Committee discussed with Ernst & YoungEY matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, Ernst & YoungEY provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’sEY’s communications with the Audit Committee concerning independence and the Audit Committee has discussed with Ernst & YoungEY the firm’s independence.
64 MUELLER WATER PRODUCTS, INC.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Audited Consolidated Financial Statements
Based on the foregoing discussions with and reports of management and ourthe independent registered public accounting firm and the Audit Committee’s review of the representations of management, the Audit Committee recommended to the Board the inclusion of ourthe consolidated financial statements in the Annual Report.
| | | | | |
| Audit Committee |
| JERRY W. KOLB,STEPHEN C. VAN ARSDELL, CHAIR |
| THOMAS J. HANSEN |
| BERNARD G. RETHORE |
| STEPHEN C. VAN ARSDELLJEFFERY S. SHARRITTS |
48 PROXY STATEMENT FOR 2023 ANNUAL MEETINGMUELLER WATER PRODUCTS, INC. 65
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table lists information as of December 5, 201912, 2022 regarding the number of shares of Common Stock beneficially owned by each incumbent director, each NEO, all of our directors and current executive officers as a group, and each person or group known by us to own more than 5% of our Common Stock. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.
At December 5, 2019,12, 2022, there were 157,843,763156,195,499 shares of Common Stock outstanding.
| Name and Address of Beneficial Owner(1) | Name and Address of Beneficial Owner(1) | Aggregate Number of Shares of Common Stock Beneficially Owned(2) | | Percent of Outstanding Common Stock | Name and Address of Beneficial Owner(1) | Aggregate Number of Shares of Common Stock Beneficially Owned(2) | Percent of Outstanding Common Stock |
Shirley C. Franklin Director | Shirley C. Franklin Director | 117,709 | | (3) | * | Shirley C. Franklin Director | 65,601 | | (3) | * |
Scott Hall Director, President and Chief Executive Officer | Scott Hall Director, President and Chief Executive Officer | 163,392 | | (4) | * | Scott Hall Director, President and Chief Executive Officer | 632,353 | | | * |
Thomas J. Hansen Director | Thomas J. Hansen Director | 124,224 | | (3) | * | Thomas J. Hansen Director | 111,360 | | (3) | * |
Jerry W. Kolb Director | 177,029 | | (3) | * | |
Mark J. O’Brien Non-Executive Chairman | 174,980 | | (3) | * | |
Mark J. O’Brien Non-Executive Chair | | Mark J. O’Brien Non-Executive Chair | 200,668 | | (3) | * |
Christine Ortiz Director | Christine Ortiz Director | 9,544 | | (3) | * | Christine Ortiz Director | 35,232 | | (3) | * |
Bernard G. Rethore Director | Bernard G. Rethore Director | 173,722 | | (3) | * | Bernard G. Rethore Director | 196,832 | | (3) | * |
Jeffery S. Sharritts Director | | Jeffery S. Sharritts Director | 15,301 | | (3) | * |
Brian L. Slobodow Director | | Brian L. Slobodow Director | — | | (3) | |
Lydia W. Thomas Director | Lydia W. Thomas Director | 168,933 | | (3) | * | Lydia W. Thomas Director | 144,890 | | (3) | * |
Michael T. Tokarz Director | Michael T. Tokarz Director | 384,272 | | (3) | * | Michael T. Tokarz Director | 405,771 | | (3) | * |
Stephen C. Van Arsdell Director | Stephen C. Van Arsdell Director | 32,000 | | (3) | * | Stephen C. Van Arsdell Director | 62,336 | | (3) | * |
Marietta Edmunds Zakas Executive Vice President and Chief Financial Officer | Marietta Edmunds Zakas Executive Vice President and Chief Financial Officer | 356,475 | | | * | Marietta Edmunds Zakas Executive Vice President and Chief Financial Officer | 447,004 | | | * |
Steven S. Heinrichs Executive Vice President, Chief Legal and Compliance Officer and Secretary | Steven S. Heinrichs Executive Vice President, Chief Legal and Compliance Officer and Secretary | 3,787 | | | * | Steven S. Heinrichs Executive Vice President, Chief Legal and Compliance Officer and Secretary | 120,815 | | | * |
Gregory S. Rogowski Executive Vice President, Business Development | 526,262 | | | * | |
William Cofield Senior Vice President, Operations and Supply Chain | 7,363 | | (5) | * | |
| All directors and executive officers as a group (17 individuals) | 2,487,837 | | | 1.6 | % | |
The Vanguard Group, Inc. PO Box 2600, V26, Valley Forge, PA 19482-2600 | 13,932,004 | | (6) | 8.8 | % | |
BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 | 11,178,027 | | (7) | 7.1 | % | |
T. Rowe Price Associates, Inc.
100 E. Pratt Street, Baltimore, MD 21202 | 10,528,836 | | (8) | 6.7 | % | |
Todd P. Helms Senior Vice President and Chief Human Resources Officer | | Todd P. Helms Senior Vice President and Chief Human Resources Officer | 64,582 | | | * |
Kenji Takeuchi Senior Vice President, Water Management Solutions | | Kenji Takeuchi Senior Vice President, Water Management Solutions | 51,698 | | | * |
| All directors and executive officers as a group (19 individuals) | | All directors and executive officers as a group (19 individuals) | 2,687,571 | | | 1.7 | % |
The Vanguard Group, Inc.
100 Vanguard Boulevard, Malvern, PA 19355 | | The Vanguard Group, Inc.
100 Vanguard Boulevard, Malvern, PA 19355 | 14,378,750 | | (4) | 9.2 | % |
Impax Asset Management Group plc, et al.
7th Floor, 30 Panton Street, London, SW1Y 4AJ | | Impax Asset Management Group plc, et al.
7th Floor, 30 Panton Street, London, SW1Y 4AJ | 12,768,256 | | (5) | 8.2 | % |
2019 PROXY STATEMENT66 49MUELLER WATER PRODUCTS, INC.
BENEFICIAL OWNERSHIP OF COMMON STOCK
| | | | | | | | | | | |
Name and Address of Beneficial Owner(1) | Aggregate Number of Shares of Common Stock Beneficially Owned(2) | | Percent of Outstanding Common Stock |
Franklin Mutual Advisers, LLC
101 John F. Kennedy Parkway, Short Hills, NJ 07078-2789 | 8,980,978 | | (9) | 5.7 | % |
EARNEST Partners, LLC
1180 Peachtree Street, NE, Suite 2300, Atlanta, GA 30309 | 7,872,655 | | (10) | 5.0 | % |
| | | | | | | | | | | |
Name and Address of Beneficial Owner(1) | Aggregate Number of Shares of Common Stock Beneficially Owned(2) | Percent of Outstanding Common Stock |
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055 | 12,706,693 | | (6) | 8.1 | % |
Nuance Investments, LLC
4900 Main Street, Suite 220, Kansas City, MO 64112 | 11,428,817 | | (7) | 7.3 | % |
T. Rowe Price Associates, Inc.
100 E. Pratt Street, Baltimore, MD 21202 | 8,369,160 | | (8) | 5.4 | % |
*Less than 1% of outstanding common stock
(1)The address of each of our directors and executive officers is c/o Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328.
(2)Beneficial ownership as reported in the table has been determined in accordance with the rules of the SEC. Under those rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of, or to direct the disposition of, such security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under such rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may disclaim any beneficial interest. Except as indicated in other notes to this table, directors and executive officers possessed sole voting and investment power with respect to all shares of Common Stock referred to in the table. See “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End Table” for more information concerning outstanding equity awards to our NEOs and “Director Compensation — Director Compensation Summary” for more information concerning outstanding equity awards to our directors.
(3)Each non-employee director, with the exception of Dr. Ortiz and Mr. Van Arsdell,Messrs. Sharritts and Slobodow, is “retirement-eligible” under and for purposes of the 2006 Stock Plan. Accordingly, for purposes of this table, all outstanding equity-based awards for the retirement eligible non-employee directors are deemed vested. Beginning with the equity-based awards granted to directors in January 2014, all such awards to directors require a grantee who is or becomes retirement-eligible prior to an initial vesting date to remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon retirement. The beneficial ownership reported in thethe table assumes each grantee of an award on January 23, 2019February 7, 2022 will remain in continuous service through January 23, 2020. ExcludesFebruary 7, 2023 and/or all awards granted on February 7, 2022 will vest on or before February 7, 2023. Excludes Mr. Tokarz's 169,812208,107 stock equivalent shares of Common Stock, which settle in cash in accordance with the Directors' Deferred Fee Plan.
(4)Includes 19,011 RSUs that will vest within 60 days.
(5)Includes 3,333 RSUs that will vest within 60 days.
(6)As reported on Schedule 13G/A filed with the SEC on February 11, 2019,10, 2022, The Vanguard Group, Inc. has sole investment discretion with respect to 13,670,081 shares, sole voting power with respect to 253,68114,103,557 shares, shared voting power with respect to 23,269142,134 shares and shared investment discretion with respect to 261,923 shares as follows: (1) Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 238,654 shares or 0.15% of the common stock outstanding of the company as a result of its serving as investment manager of collective trust accounts, and (2) Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 38,296 shares or 0.02% of the common stock outstanding of the company as a result of its serving as investment manager of Australian investment offerings.
(7)As reported on Schedule 13G/A filed with the SEC on February 6, 2019, BlackRock, Inc. has sole investment discretion of 11,178,027 shares and sole voting power with respect to 10,816,839275,193 shares.
(8)(5)As reported on Schedule 13G filed with the SEC on February 14, 2019, T. Rowe Price Associates, Inc. has2022, Impax Asset Management Group plc and Impax Asset Management Limited each have sole investment discretion of 10,528,836 shares and sole voting power with respect to 1,943,04912,768,256 shares.
(9)As reported on Schedule 13G filed with the SEC on January 30, 2019, Franklin Mutual Advisers, LLC has sole investment discretion of 8,980,978 shares and sole voting power with respect to 8,256,678 shares.(6)
(10)As reported on Schedule 13G/A filed with the SEC on May 10, 2019, EARNEST Partners, LLCFebruary 3, 2022, BlackRock, Inc. has sole investment discretion with respect to 7,872,65512,706,693 shares and sole voting power with respect to 1,794,36412,410,514 shares.
(7)As reported on Schedule 13F-HR filed with the SEC on November 10, 2022 to report beneficial ownership of shares of the Company’s common stock as of September 30, 2022, and sharedas confirmed by Nuance Investments, LLC, Nuance Investments, LLC has sole investment discretion and sole voting power with respect to 414,65111,428,817 shares.
(8)As reported on Schedule 13G filed with the SEC on February 14, 2022, T. Rowe Price Associates, Inc. has sole investment discretion with respect to 8,369,160 shares and sole voting power with respect to 2,278,347 shares.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a company’s common stock (together, “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership with the SEC. Reporting Persons are required by SEC rules to furnish companies with copies of all Section 16(a) forms they file. Based solely on a review of copies of such forms furnished to us and written representations from the executive officers and directors, we believe our Reporting Persons complied with all Section 16 filing requirements during fiscal 2019,2022, with the exception of (i) one amended Form 3 filing for Mr. Michael S. Nancarrow's November 26, 2018Floyd in connection with previously unreported de minimis dividend reinvestments; (ii) one Form 5 filing for Mr. Floyd for fiscal 2020 and 2021 in connection with previously unreported de minimis dividend reinvestments; and (iii) one Form 4 filing for Todd Helms in connection with previously unreported de minimis dividend reinvestments as well as shares withheld to cover the tax liability on the lapse of restrictions on vested awards, which filing was made one business day late filing relateddue to the exercise and sale of 5,565 options.
administrative error.
50 PROXY STATEMENT FOR 2023 ANNUAL MEETINGMUELLER WATER PRODUCTS, INC. 67
QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING
When and where is the Annual Meeting?
OurThis year’s Annual Meeting will be heldconducted virtually on Wednesday, January 29, 2020February 7, 2023. You will be able to virtually (i) attend the Annual Meeting, (ii) vote your shares and (iii) submit questions during the meeting via live webcast by visiting www.meetnow.global/MLMGXU5.
To participate virtually at the Annual Meeting, you will need the voter control number included in your proxy materials or on your proxy card. We encourage you to allow ample time for online check-in as the meeting will begin promptly at 10:00 A.M.,a.m. Eastern Time,Time. Please note that there is no in-person meeting for you to attend.
The Annual Meeting will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time to allow you ample time to log in to the live webcast and test your computer audio system. We recommend that you carefully review in advance the procedures needed to gain admission virtually to the Annual Meeting. The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plug-ins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Peachtree Dunwoody Room onmeeting. If you encounter any technical difficulties, technical support, including related technical support phone numbers, will be available in the 3rd Floor of Building 500 at Northpark Town Center, located at 1100 Abernathy Road, N.E., in Atlanta, Georgia.virtual meeting platform.
What is the purpose of the Annual Meeting?
At the Annual Meeting, stockholders will vote virtually on matters summarized in this Proxy Statement. This Proxy Statement contains important information for you to consider when deciding how to vote.
Who is entitled to vote?
You may vote virtually at the Annual Meeting, and any adjournment or postponement thereof, if you were a holder of record of our Common Stock at the close of business on December 5, 2019,12, 2022, the record date. On the record date, there were 157,843,763156,195,499 shares of Common Stock outstanding. Each share of Common Stock represented at the Annual Meeting is entitled to one vote.
Who is soliciting my vote?
The Board is soliciting your proxy to vote your shares at the Annual Meeting. We made our proxy solicitation materials available to you on the Internet or, upon your request, we have delivered printed versions of these materials to you by mail, in connection with our solicitation of proxies.
What is included in the proxy materials?
The proxy materials for the Annual Meeting include the Notice of Internet Availability of Proxy Materials, this Proxy Statement and the Annual Report. If you requested printed versions by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting. These materials were first sent or made available to stockholders on or about December 12, 2019.19, 2022.
What proposals require my vote, what vote is required to approve each proposal, how will abstentions and broker non-votes be treated and how does the Board recommend I vote? | | | | | | | | | | | | | | |
| Voting Item | Voting Standard | Treatment of Abstentions & Broker Non-Votes | Board Recommendation |
| Elect Directors | Majority of votes cast | Not counted as votes cast and, therefore, no effect | | FOR each director nominee |
68 MUELLER WATER PRODUCTS, INC.
QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING
| | | | | | | | | | | | | | |
| Voting Item | Voting Standard | Treatment of Abstentions & Broker Non-Votes | Board Recommendation | |
Elect Directors | Majority of votes cast | Not counted as votes cast and, therefore, no effect | | FOR each director nominee
|
Approve executive compensationExecutive Compensation | Majority of votes cast | Not counted as votes cast and, therefore, no effect | | FOR |
| Approve Frequency of Advisory Vote to Approve Executive Compensation | Majority of votes cast | Not counted as votes cast and, therefore, no effect | | ANNUALLY |
| Ratify Auditor Appointment | Majority of votes cast | N/A | | FOR |
Will any other business be conducted at the Annual Meeting?
Management is not aware of any items, other than those referred to in this Proxy Statement, that may properly come before the Annual Meeting.
How are proxies voted?
Shares represented by all valid proxies received on time will be voted as specified. If a valid proxy form is received and does not indicate specific choices, the shares will be voted in accordance with the Board’s recommendations. The Board has designated each of Scott Hall, Steven S. Heinrichs and Chason Carroll as proxies for the Annual Meeting.
QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING
How may I vote?
If your shares are registered directly in your name with our transfer agent, you are a “registered stockholder.” Registered stockholders may vote by:
•Internet at the web address noted in the Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card that you received (we encourage you to vote in this manner);
•Telephone through the number noted in the proxy card that you received (if you received a proxy card);
•Signing and dating your proxy card (if you received a proxy card) and mailing it to the indicated address; or
•AttendingVirtually attending the Annual Meeting and voting in person.your shares.
If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage account,firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To virtually vote at the Annual Meeting, you aremust first obtain a “beneficial stockholder”valid legal proxy from your broker, bank or other agent and you should referthen register in advance to virtually attend the Annual Meeting. Follow the instructions provided byfrom your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form.
After obtaining a valid legal proxy from your broker, bank or other agent, to then register to virtually attend the Annual Meeting, you must e-mail to Computershare at legalproxy@computershare.com your name and e-mail address and either (a) the forwarded e-mail from your bank, brokeragebroker or other nominee regarding howcontaining your legal proxy or (b) an attached image of your legal proxy. Upon successful preregistration, a beneficial owner will receive a confirmation e-mail from Computershare confirming registration and providing a control number to vote your shares.enter the virtual meeting as a stockholder. See “How can I register for the Annual Meeting?” below for additional details.
If you plan to vote other than by virtually attending the Annual Meeting and voting in person,your shares, your vote must be received by 1:10:00 A.M. a.m., Eastern Time, on February 7, 2023.
How can I ask questions pertinent to meeting matters?
Stockholders may submit questions either before the annual meeting (beginning January 29, 2020.31, 2023) or during the Annual Meeting. If you wish to submit a question either before or during the meeting, please log into www.meetnow.global/MLMGXU5 and enter your 15-digit voter control number, then follow the instructions to submit a question. Questions pertinent to meeting matters will be answered during the meeting, subject to time limitations.
PROXY STATEMENT FOR 2023 ANNUAL MEETING 69
QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING
How can I change my vote?
You can revoke a proxy prior to the completion of voting at the Annual Meeting by:
•Voting again using the Internet or by telephone prior to the Annual Meeting;
•Delivering a later-dated proxy card; or
•Voting in personyour shares virtually at the meeting (if you are a beneficial stockholder).
What constitutes a quorum for the Annual Meeting?
The holders of a majority of the voting power of the outstanding shares of Common Stock at the close of business on the record date must be present, either in personpersonally or represented by proxy, to constitute a quorum necessary to conduct the Annual Meeting. Shares represented by proxies received but marked as abstentions or as withholding voting authority for any or all director nominees, and shares represented by proxies received but reflecting broker non-votes, will be counted as present at the Annual Meeting for purposes of establishing a quorum.
Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?
We are permitted by SEC rules to furnish proxy materials to stockholders by providing access to those documents on the Internet. Stockholders will not receive printed copies of the proxy materials unless they request them. The Notice provides instructions on how to access and review the Proxy Statement and the Annual Report over the Internet at www.proxyvote.com (for beneficial stockholders) and www.edocumentview.com/mwawww.envisionreports.com/MWA (for registered stockholders), and how to submit a proxy over the Internet. If you would like to receive a paper or email copy of the proxy materials, please follow the instructions in the Notice.Notice.
What does it mean if I receive more than one Notice, proxy materials email or proxy card?
It means you have multiple accounts holding Common Stock with brokers and/or our transfer agent. You will need to vote separately with respect to each Notice, proxy materials email or proxy card you receive.
What do I need to do if I want to attend the Annual Meeting?
Attendance atThe Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting. There is limited to our stockholders, members of their immediate families or their representatives. To gain admittance tono physical location for this meeting.
You can attend the Annual Meeting online, vote and submit questions pertinent to meeting matters during the meeting by visiting www.meetnow.global/MLMGXU5. Please follow the registration instructions below.
The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on February 7, 2023. We encourage you may be required to show evidence thataccess the meeting prior to the start time in order to log in to the live webcast and test your computer audio system.
How can I register for the Annual Meeting?
If you wereare a holder of Common Stock on the record date. We reserve the rightregistered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to limit the number of representatives who mayregister to attend the Annual Meeting.Meeting virtually on the Internet. Please follow the instructions on the Proxy Card or Notice that you received with this Proxy Statement. To access the meeting, you will need the 15-digit control number printed on your card or notice.
If you are a beneficial owner (i.e., you hold your shares through an intermediary, such as a bank or broker), you must register in advance to attend the Annual Meeting virtually on the Internet. To register, you must submit a legal proxy that reflects your proof of proxy power. The legal proxy must reflect your Mueller Water Products, Inc. holdings along with your name. Please forward a copy of the legal proxy and your email address to Computershare either by email to legalproxy@computershare.com (forward the email from your broker or attach an image of your legal proxy) or by mail to Computershare, Mueller Water Products, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.
5270 MUELLER WATER PRODUCTS, INC.
QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING
Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on February 2, 2023. You will receive a confirmation of your registration by email (or by mail if no email address is provided) after Computershare receives your registration materials.
How are proxies solicited and what is the cost?
We bear all expenses incurred in connection with the solicitation of proxies. We have engaged Alliance Advisors LLCInnisfree M&A Incorporated to assist with the solicitation of proxies for an estimated fee of $12,000,$150,000, plus expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial holders of Common Stock. Our directors, officers and employees also may solicit proxies in return for no additional compensation.
How can I submit my proposal for inclusion in next year’s proxy?
SEC rules permit stockholders to submit proposals for inclusion in our proxy statement if the stockholder and the proposal meet the requirements specified in Rule 14a-8 under the Exchange Act.
•When to submit? Any stockholder proposals submitted in accordance with Rule 14a-8 must be received at our principal executive offices no later than August 14, 2020.21, 2023.
•Where to submit? Proposals should be addressed to Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328.
•What to submit? Proposals must conform to and include the information required by Rule 14a-8.
We encourage stockholders to contact our Corporate Secretary prior to submitting a stockholder proposal or any time they have concerns about us.
How can I present a proposal for consideration at next year’s annual meeting?
Our Bylaws provide that any stockholder proposal, including director nominations, that is not submitted for inclusion in next year’s proxy statement under Rule 14a-8, but is instead sought to be presented directly at next year’s annual meeting of stockholders must be delivered to our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date we commenced mailing these proxy materials.
•When to submit? Stockholder proposals submitted under these Bylaw provisions must be received no earlier than August 14, 202021, 2023 and no later than September 13, 2020.20, 2023.
•Where to submit? Proposals should be addressed to Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328.
•What to submit? Proposals must include the information required by our Bylaws, which are available on our website. If the notice delivered to our Corporate Secretary does not contain all of the information specified in our Bylaws, the proposed business will not be transacted at the annual meeting.
By Order of the Board of Directors.
STEVEN S. HEINRICHS
Corporate Secretary
Atlanta, Georgia
December 12, 2019
19, 2022
2019 PROXY STATEMENT FOR 2023 ANNUAL MEETING 5371
GENERAL INFORMATION
Other Business for Presentation at the Annual Meeting
The Board and management do not intend to bring before the Annual Meeting any matters other than those disclosed in the Notice of Annual Meeting of Stockholders, nor do they know of any business that other persons intend to present virtually at the Annual Meeting. Should any other matter or business requiring a vote of stockholders arise, the persons named in the enclosed proxy intend to exercise the authority conferred by the proxy and vote the shares represented thereby in respect of any such other matter or business in accordance with their best judgment in the interest of Mueller Water Products, Inc.
Other Information
Consolidated financial statements for Mueller Water Products, Inc. are included in the 20192022 Annual Report filed with the SEC, 100 F Street, N.E., Washington, D.C. 20549, and the New York Stock Exchange. A copy of the 20192022 Annual Report (excluding exhibits) will be furnished, without charge, by writing to the Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. The 20192022 Annual Report is also available on the SEC’s website at www.sec.gov or on our website at www.muellerwaterproducts.com.
5472 MUELLER WATER PRODUCTS, INC.
EXHIBIT A - RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP PERFORMANCE MEASURES
| | | | | | | | | | | | | | | | | |
| 2019 | | | | |
| GAAP | Reporting
Adjustments | Adjusted
Non-GAAP
As Reported | Other Adjustments | Performance
Evaluation
Basis -
Adjusted |
| (in millions) | | | | |
| Cash Flow from Operations | $ | 92.5 | | $ | — | | $ | 92.5 | | $ | 35.4 | | $ | 127.9 | |
| | |
|
|
|
| Net sales | $ | 968.0 | | $ | — | | $ | 968.0 | | $ | (37.1) | | $ | 930.9 | |
| | | | | |
| Operating income | $ | 124.3 | | $ | 20.7 | | $ | 145.0 | | $ | (5.9) | | $ | 139.1 | |
| | | | | |
| | | | | | | | |
| Year Ended September 30, 2022 | |
| Reconciliation of Non-GAAP Performance Measures to GAAP Performance Measures (in millions) |
| Net income | $ | 76.6 | |
| Strategic reorganization and other charges | 7.2 | |
| Warranty Charge | | 4.5 | |
| Goodwill impairment | | 6.8 | |
| Income tax benefit of adjusting items | (4.1) | |
| Adjusted net income | $ | 91.0 | |
| |
| Weighted average diluted shares outstanding | 158.0 | |
| |
| Net income per diluted share | | $ | 0.48 | |
| Adjusted net income per diluted share | $ | 0.58 | |
| |
| Net income | $ | 76.6 | |
| Income tax expense | 22.0 | |
| Interest expense, net | 16.9 | |
| Pension benefit other than service | (3.9) | |
| Operating income | 111.6 | |
| Strategic reorganization and other charges | 7.2 | |
| Warranty Charge | | 4.5 | |
| Goodwill impairment | | 6.8 | |
| Adjusted operating income | 130.1 | |
| Pension benefit other than service | 3.9 | |
| Depreciation and amortization | 60.5 | |
| Adjusted EBITDA | $ | 194.5 | |
| | |
2019 PROXY STATEMENT FOR 2023 ANNUAL MEETING 5573
