Document

DEF 14A 1 mwaproxy2021.htm DEF 14A Document

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

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12


Mueller Water Products, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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NOTICE OF ANNUAL MEETING

WHEN

WHERE

RECORD DATE

Monday, February 7, 2022;

10:00 A.M., Eastern Time

The Annual Meeting will be held virtually via live webcast at:

www.meetnow.global/MFCCZPC

Only our stockholders at the close of business on December 13, 2021, 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


		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 ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022		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 22, 2021. 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 22, 2021


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON February 7, 2022 This Proxy Statement and our 2021 Annual Report are available at www.proxyvote.com (for beneficial stockholders) and www.edocumentview.com/mwa (for registered stockholders).

PROXY STATEMENT FOR 2022 ANNUAL MEETING 1

LETTER FROM OUR

BOARD OF DIRECTORS


DEAR FELLOW STOCKHOLDERS,
In Fiscal 2021, we made progress on the Company’s strategic goals while continuing to navigate the day-to-day challenges of the pandemic and global supply chain disruptions. It is thanks to the ingenuity, commitment and execution of our employees and management team that we have weathered these challenges and continue to lead the water infrastructure industry through innovation. Throughout the year, the management team remained focused on keeping employees safe and working to drive results for our customers, communities and stockholders. Strong market demand served as a driver for solid sales growth and our sales teams leveraged this momentum, achieving an increase of 15.2 percent in net sales for the full year. As a Company committed to providing world class water technologies, we took action to expand our solutions and services portfolio with the acquisition of i2O Water Ltd. With the growing market acceptance of digitally enabled products and the progress our teams have made with new product development, we believe we are on the right path to help ensure future growth. Under the direction of the Board of Directors, the management team also took meaningful steps in Fiscal 2021 to set our long-term environmental and social goals, which are detailed in our 2021 ESG Report that will be published in January 2022. We are excited about the progress made on our ESG initiatives in Fiscal 2021. In addition to conducting a third-party formal materiality assessment to help define the issues most important to our stakeholders, we also: •conducted an evaluation of pay equity for all employee segments based on gender and race, •implemented a Diversity and Inclusion Council which includes representatives from our manufacturing facilities as well as Corporate Headquarters, and •continued work on a new brass foundry which will pour a lead-free copper alloy. As we head into our 165th year, we will continue to advance our sustainability efforts, led by our values and always working to ensure that we are doing good for people and the planet. Fiscal 2021 also brought a change to our Board of Directors as we welcomed our newest director, Jeffery S. Sharritts, who was appointed March 24, 2021. Mr. Sharritts brings to the Board particular expertise related to technology sales and marketing. I would also like to take a moment to recognize Jerry Kolb, who, after 15 years of invaluable and distinguished service, will be retiring from the Board of Directors at the 2022 Annual Meeting. Mr. Kolb has been a tremendous leader, provided extraordinary service and exemplified sound judgement and guidance during his tenure. He will be sincerely missed. Looking ahead, we are excited about the many opportunities Fiscal 2022 has in store and remain committed to bringing innovative solutions to the industries we serve and to making the most of your investment in Mueller Water Products. I encourage you to review the accompanying Proxy Statement and associated material prior to our virtual Annual Meeting of Stockholders on February 7, 2022. You will find information about the Meeting, including the matters to be voted on, in the Notice of Meeting and Proxy Statement. On behalf of the Board of Directors and our entire company, thank you for your commitment and support of Mueller Water Products. Yours truly,

MARK J. O'BRIEN
Non-Executive Chairman 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 164 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, pipe condition assessment, pressure management products and software technology that provides critical water system data.

It is this breadth of products and services that makes it possible for 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®. To learn more visit www.muellerwaterproducts.com.

Notable Achievements in Fiscal 2021


			We acquired i2O Water Ltd, a company organized in the United Kingdom, to expand and accelerate our pressure management solutions and analytics portfolio.
			We made continued strides in increasing our corporate efficiencies and reducing our geographic footprint with the ongoing consolidation of our facilities in Woodland, Washington; Hammond, Indiana; Aurora, Illinois; and Surrey, British Columbia into the recently acquired facility in Kimball, Tennessee.
			We issued $450 million of 4.0% Senior Unsecured Notes due in 2029 and redeemed our 5.5% Senior Unsecured Notes that were due in 2026.
			We published our inaugural ESG Report in December 2020.

Highlights of Fiscal 2021 Performance



	Focused on Operational Investment and Efficiencies to Increase Long-Term Stockholder Value
We generated net sales of $1,111.0 million, operating income of $131.7 million, adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $203.6 million, net cash from operations of $156.7 million and net income per diluted share of $0.44 (with adjusted net income per diluted share of $0.56). 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 information to GAAP information.


	Dividend Benefits		Stockholder Value
•We paid stockholders a quarterly $0.055 per share dividend during fiscal 2021, an increase of 4.8% from fiscal 2020. •We returned $34.8 million to our stockholders through dividends in fiscal 2021.		We repurchased $10 million of our outstanding Common Stock during fiscal 2021.

PROXY STATEMENT FOR 2022 ANNUAL MEETING 3

PROXY SUMMARY


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 7 meetings in fiscal 2021 and each director attended 100% of the total number of meetings of the Board and committees of which the director was a member.

The following table provides summary information about each director nominee. See “The Board of Directors” for more information about each nominee.


Name and Experience		Age	Director Since	Independent	Board Committees
	Shirley C. Franklin President of Clarke-Franklin & Associates, Inc.; former Mayor of Atlanta	76	2010
	Scott Hall President and Chief Executive Officer of Mueller Water Products, Inc.	57	2017
	Thomas J. Hansen Former Vice Chairman of Illinois Tool Works Inc.	72	2011
	Mark J. O’Brien(1) Former Chairman and Chief Executive Officer of Walter Investment Management Corp.	78	2006
	Christine Ortiz Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology	51	2019
	Bernard G. Rethore Chairman Emeritus and former Chief Executive Officer of Flowserve Corporation	80	2006
	Jeffery S. Sharritts Senior Vice President of the Americas of Cisco	53	2021
	Lydia W. Thomas Former President and Chief Executive Officer of Noblis, Inc.	77	2008
	Michael T. Tokarz Chairman of Tokarz Group, LLC	72	2006
	Stephen C. Van Arsdell(2) Former Senior Partner of Deloitte LLP; Chairman and Chief Executive Officer of Deloitte & Touche LLP	71	2019

Chairperson

Member

A = Audit

E = EHS

X = Executive

G = Governance

C = Compensation

(1)Mr. O'Brien serves as our Non-Executive Chairman. 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 Mr. Van Arsdell as Chair of the Audit Committee effective January 1, 2022. Mr. Kolb will continue to serve as Chair of the Audit Committee until such time.

4 MUELLER WATER PRODUCTS, INC.

PROXY SUMMARY

2021 Board Snapshot

INDEPENDENCE

AGE

TENURE

DIVERSITY

1 Not independent

3 50 to 60

4 0 to 5 years

3 Women

9 Independent

7 Over 70

6 Over 10 years

4 Underrepresented Minorities

Stockholder Engagement

We believe that strong corporate governance should include regular engagement with our stockholders to discuss various topics, including corporate governance, compensation, performance, strategy and other matters. With regular engagement with our stockholders, we are able to strengthen our relationships with stockholders and better understand stockholders’ views on our policies and practices and other matters of importance to our business. In 2021, 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.


Fiscal 2021 engagement included: •Twelve investor events, held virtually this year, including conferences, road shows and meetings •Topics 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 residential construction, as well as any impact from the COVID-19 pandemic and future potential benefits from a federal infrastructure bill •Impact of inflationary pressures, supply chain challenges, labor availability and COVID-19 on operations, financial performance and margins •Environmental, Social and Governance concerns, motivations and initiatives •Capital spending plans, including three large capital projects •Cash flow expectations, including liquidity and working capital •Debt refinancing •Capital allocation strategy, including future capital spending and acquisitions, dividends and share repurchases •Our Annual Meeting			We value the stockholder feedback that we receive through our engagement activities.

Sustainability

PRIORITY AND REPORTING

We view sustainability, including environmental, social and governance (“ESG”) practices, as essential to our long-term viability. As an industry leader for over 160 years, we embrace our responsibilities for sustainability stewardship. We recognize that these responsibilities not only address our commitment to our employees and our 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.

PROXY STATEMENT FOR 2022 ANNUAL MEETING 5

PROXY SUMMARY

In December 2020, the Company published its inaugural ESG Report, which includes the principal sustainability metrics the Company tracks: water/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 2021, 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 that will be published in January 2022. We are excited about the progress made through our ESG initiatives including:

•Completion of a third-party formal materiality assessment to help define the issues most important to our stakeholders;

•Progression toward a new brass foundry which will pour a lead-free copper alloy;

•Evaluation of pay equity for all employee segments based on gender and race; and

•Implementation of a Diversity and Inclusion Council, which includes representatives from our manufacturing facilities as well as corporate headquarters.

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 were spun off as a publicly traded company, our Board formed the Environment, Health and Safety Committee to oversee and guide our progress toward smart sustainability, making sustainability a key consideration in our directors’ deliberations and informing their overall approach to risk oversight.

•Management formed the ESG Management Committee to develop, monitor, implement, measure and report on ESG-related matters.

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. Mueller was named a Winning ‘W’ Company by 2020 Women on Boards for having at least twenty percent women on its Board before the year 2020.

•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 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.

ENVIRONMENTAL STEWARDSHIP

•We strive 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.

•We invest in the modernization of our facilities.

•We develop and implement effective programs to upgrade to energy efficient equipment, utilize reusable material and implement cutting-edge technology.

•We work to standardize equipment and procedures across all 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 stockholders.

6 MUELLER WATER PRODUCTS, INC.

PROXY SUMMARY

•Our Board is led by an independent Chairman of the Board and supported by the work of 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.

•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 stockholder 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.


Proposal Two
Advisory Resolution to Approve Executive Compensation
			The Board recommends a vote FOR this proposal.

Framework of 2021 Compensation

The following table lists the primary elements of our compensation structure. This overview should be read in conjunction with the more complete information set forth under “Compensation Discussion and Analysis” below.

Pay Element

Salary

Bonus

Options

RSUs

PRSUs(1)

Recipients

All NEOs

Period of Grant

Generally reviewed every 12 months

Annually

Form of Delivery

Cash

Equity

Type of Performance

Short-term emphasis

Long-term emphasis

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

Measured and earned annually and vest at the end of the 3-year award cycle

Vest at the end of the 3-year award 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

Formulaic (based on performance against goals) for specific performance periods

Formulaic (based on performance against peers) for specific performance periods

(1)PRSUs based upon RONA were last awarded on December 3, 2019 for fiscal year 2020. The last tranche of RONA-based PRSUs vests on September 30, 2022.

PROXY STATEMENT FOR 2022 ANNUAL MEETING 7

PROXY SUMMARY


CEO TARGET COMPENSATION MIX(1)						OTHER NEOs TARGET COMPENSATION MIX(1)

(1)Excludes Other Compensation. See "Executive Compensation — Summary Compensation Table" for total compensation earned.


ANNUAL CASH INCENTIVE						LONG-TERM INCENTIVE

2021 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 2021.


Company Results for Performance Evaluation Basis
	Adjusted Net Sales	Adjusted EBITDA	Adjusted Cash Flow from Operations (before tax)	Return on Net Assets (%)
	($ in millions)
2021	$1,104.2	$204.3	$176.0	22.9

See “Proposal Two - Advisory Resolution to Approve Executive Compensation — Compensation Discussion and Analysis — Highlights of 2021 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 2021 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 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 and executive severance plan1.

1 Messrs. Hall and Heinrichs and Ms. Zakas are subject to specific employment agreements and do not receive benefits under the executive severance plan.

8 MUELLER WATER PRODUCTS, INC.

PROXY SUMMARY

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)						OTHER NEOs TOTAL TARGET COMPENSATION(1)

(1)Excludes Other Compensation. See "Executive Compensation — Summary Compensation Table" for total compensation as earned.

Compensation for fiscal 2021 reflects Company performance.

•Our NEOs’ compensation was positively affected by our performance in relation to targets set for fiscal 2021.

•Annual cash bonuses earned by our NEOs were 146.3% of target, except Mr. Hall. In view of the Albertville tragedy, Mr. Hall received zero percent for the health and safety component of the EHS incentive metric, which reduced the target level from 10% to 2.5%. This resulted in an annual cash bonus of 141.8% of target.

•Long-term compensation based on RONA was earned at 116.1% of target for fiscal 2021.

•Long-term compensation based on rTSR granted in fiscal 2020 and fiscal 2021 is earned and vests over the applicable three-year cumulative performance period. Prior to fiscal 2020, no portion of the long-term compensation was based on rTSR.

•Long-term compensation in the form of stock options awarded in fiscal 2021 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” with respect to equity award vesting upon a change-in-control.

See “Proposal Two - Advisory Resolution 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
Ratification of the Appointment of our Independent Registered Public Accounting Firm for Fiscal 2022
			The Board recommends a vote FOR this proposal.

The Audit Committee has 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, 2022, subject to negotiation of definitive fee arrangements.

PROXY STATEMENT FOR 2022 ANNUAL MEETING 9

TABLE OF CONTENTS


			Page
NOTICE OF ANNUAL MEETING			1
LETTER FROM OUR BOARD OF DIRECTORS			2
PROXY SUMMARY			3
ELECTION OF DIRECTORS			12
Proposal One - Election of Ten Directors			12
The Board of Directors			12
Board Refreshment/Board Succession Planning			19
Board Composition			19
Director Nomination Process			20
Director Candidate Recommendations			21
Board Tenure Policy			22
The Board’s Role and Responsibilities			22
Overview			22
Board Oversight			22
Management Succession Planning			23
Corporate Governance Policies and Materials			23
Stockholder Engagement			23
Board Structure			24
Board Leadership Structure			24
Director Independence			24
Executive Sessions			24
Board Committee Information			24
Board Practices, Processes and Policies			26
History of Commitment to Good Governance Practices			26
Director Attendance			26
Director, Board and Committee Evaluations			27
Director Orientation and Continuing Education			27
Corporate Governance Guidelines			27
Related Person Transactions			28
Communicating with the Board			28
Director Compensation			28
Annual Retainer			28
Meeting Fees			29
Deferred Compensation			29
Equity-Based Awards			29
Travel Expenses			29
Director Compensation Summary			30
ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION			31
Proposal Two - Advisory Resolution to Approve Executive Compensation			31
Compensation Committee Interlocks and Insider Participation			31
Compensation Discussion and Analysis			32
Notable Achievements in Fiscal 2021			32
Highlights of Fiscal 2021 Performance			32
Highlights of 2021 Performance Related to Executive Compensation			33
Highlights of 2021 Executive Compensation			33

10 MUELLER WATER PRODUCTS, INC.

TABLE OF CONTENTS


			Page
Executive Compensation Program Overview			34
Guiding Principles			34
Peer Group Benchmarking and Total Compensation			35
Compensation Elements			36
Salary			36
Annual Cash Incentive Awards			36
Long-Term Equity-Based Compensation			37
Other Cash and Equity Awards			41
Retirement Benefits			41
Other Benefits			41
Other Factors Considered by the Compensation Committee			42
Risk and Incentive Compensation			42
Tally Sheets			42
Other Compensation Practices and Policies			42
Role of Compensation Consultant in Compensation Decisions			42
Role of Management in Compensation Decisions			43
Income Tax Consequences of Executive Compensation			43
Compensation Recovery (Clawback) Policy			44
Prohibition on Hedging and Pledging			44
Stock Ownership Guidelines			44
Report of the Compensation and Human Resources Committee			44
Executive Compensation Tables

SEC Form DEF 14A filed by Mueller Water Products Inc