Mueller Water Products, Inc.
For the period ended Feb 9, 2026. Filed Dec 19, 2025.
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Feb 9, 2026 · Filed Dec 19, 2025
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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
| ☒ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
|---|---|---|---|
| Check the appropriate box: | |||
| ☐ | Preliminary Proxy Statement | ||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
| ☒ | Definitive Proxy Statement | ||
| ☐ | Definitive Additional Materials | ||
| ☐ | 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)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING
| WHEN | WHERE | RECORD DATE |
|---|---|---|
| Monday, February 9, 2026;10:00 A.M., Eastern Time | The Annual Meeting will be held virtually via live webcast at:meetnow.global/MU9QMJT | Only our stockholders at the close of business on December 12, 2025, 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 nine 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, 2026 | 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 United States Securities and Exchange Commission (“SEC”) 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 19, 2025. 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.
CHASON A. CARROLL
Corporate Secretary
Atlanta, Georgia
December 19, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON February 9, 2026This Proxy Statement and our 2025 Annual Report are available at www.proxyvote.com (for beneficial stockholders) and www.edocumentview.com/mwa (for registered stockholders).
PROXY STATEMENT FOR 2026 ANNUAL MEETING 1
LETTER TO STOCKHOLDERS
DEAR FELLOW STOCKHOLDERS,
As we look ahead to our 2026 Annual Meeting of Stockholders (“Annual Meeting”) of Mueller Water Products (“Mueller”), we can each take pride in our fiscal 2025 – keynoted by record setting financial results and an outstanding management team leading an entire organization committed to delivering long-term value to all of our stakeholders.
Fiscal 2025 marked another year of exceptional performance for Mueller, including strong net sales growth and more than a 100 basis points increase in our adjusted EBITDA margin. Our achievements in transforming our business over the past two years have expanded our gross margin by more than 600 basis points. Our team’s unwavering commitment and relentless focus on operational excellence and customer service enabled us to grow volumes and drive meaningful margin expansion, even as they navigated a complex external operating environment. These accomplishments demonstrate the soundness of our strategies – both long and near term, the strength and depth of our leadership team, and the dedication of our talented employees who drive our success every day – building on yesterday and looking forward to tomorrow.
In keeping with the Board’s thoughtful succession planning process, Mr. Thomas Hansen will retire from the Board at the conclusion of our Annual Meeting on February 9, 2026. Tom has been a Board member for almost 15 years, and, throughout his tenure, his valued insights, strategic guidance, and deep experience have been instrumental to Mueller’s success. On behalf of the entire Board, I thank Tom for his dedicated service and his many contributions to Mueller and its stockholders.
We are pleased to announce that Mr. Gregg Sengstack has been nominated for election to the Board at the upcoming Annual Meeting. Gregg joined us as a Board Observer in September of 2025, and has already brought valuable perspectives and expertise to our discussions. We look forward to his election and to benefiting from his deep leadership experience in industrial and manufacturing sectors as Mueller continues to advance its strategic priorities.
As recently announced, Paul McAndrew, President and Chief Operating Officer, will succeed Martie Edmunds Zakas as President and Chief Executive Officer (”CEO”), effective as of the Annual Meeting on February 9, 2026. At that time, if elected, Paul will also join the Board of Directors, while Martie will retire as CEO and from the Board, continuing as a Senior Advisor through December 31, 2026, to ensure a smooth transition.
Paul has been an integral member of Mueller’s leadership team for the last three years, playing a central role in improving our organization, its operations, and financial performance. He brings deep industry expertise, strong relationships across our stakeholders, and a proven record of driving operational excellence and growth. We look forward to his leadership and to working closely with him as he guides our superb organization.
On behalf of the Board and our entire organization, I extend our sincere appreciation to Martie for her extraordinary leadership and contributions to Mueller over the past two decades. Martie has shaped the Company’s culture, driven innovation and transformation, and built significant value for all of our stakeholders. We are deeply grateful for her steadfast leadership and pleased that she will continue to support the organization during this transition period. We wish her all the best in the years ahead.
The Board, Martie, Paul, and our entire team have positioned Mueller well for continued success, driven by a clear strategy, supported by a strong financial foundation, and led by an exceptional team. As we build on our positive momentum, we remain focused on delivering sustainable growth, operational excellence, and long-term value creation for all stakeholders.
On behalf of the Board, our management, and all of our people, I thank you for being a Mueller stockholder and for your continued support of our exemplary organization.
STEPHEN C. VAN ARSDELL
Non-Executive Chair of the Board
2 MUELLER WATER PRODUCTS, INC.
LETTER FROM THE PRESIDENT AND CEO-DESIGNATE
DEAR FELLOW STOCKHOLDERS,
I am deeply honored that the Board has appointed me as Chief Executive Officer of Mueller Water Products, effective February 9, 2026, and nominated me for election to our Board on that date. I want to recognize the dedication and leadership of Martie Edmunds Zakas. Martie’s nearly two decades of service have helped shape Mueller into the company we are today.
Since joining Mueller three years ago, I have witnessed firsthand the passion, expertise, and commitment that our employees bring to our mission. Together, we have improved operational execution, strengthened relationships with our stakeholders and delivered outstanding results. Our achievements, including new records for net sales and adjusted EBITDA in fiscal 2025, are a testament to our employees’ hard work and dedication. The momentum that we have created over the past three years provides us with an opportunity to dream bigger, reach higher and build a company that reflects our highest aspirations.
I look forward to continuing to work closely with our entire organization and all our stakeholders to provide the highest quality products, services and solutions. Our north star will continue to be delivering products, services and solutions that make a real difference for our customers and communities.
As we look forward, my focus is clear…to build on our momentum and position Mueller for sustainable, long-term growth and value creation. To that end, we are sharpening our strategic priorities around commercial and operational excellence, accountability, disciplined capital allocation, innovation and an unwavering commitment to our customers.
I thank the Board for placing their trust in me to lead this extraordinary organization. I am equally grateful to our stockholders for your continued trust and support. We enter this next chapter with confidence, clarity and a shared purpose.
Thank you for your investment in Mueller. I look forward to updating you on our progress in the months ahead.
Sincerely,
PAUL MCANDREW
President and CEO-designate
PROXY STATEMENT FOR 2026 ANNUAL MEETING 3
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. Since then, 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, services, and solutions used in the transmission, distribution and measurement of water in North America. We continue to invest, invent and lead in our broad portfolio of products, service and solutions, which include engineered valves, fire hydrants, pipe connection and repair products, metering products, leak detection, pipe condition assessment, pressure management products, and software that provides critical water system data.
This breadth of portfolio enables 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 few 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.
(1) As of September 30, 2025.
(2) Water Flow Solutions includes iron gate valves, specialty valves and service brass products. Water Management Solutions includes fire hydrants, repair and installation, natural gas, metering, leak detection, pressure control and software products.
4 MUELLER WATER PRODUCTS, INC.
Notable Achievements in Fiscal 2025
| Financial Accomplishments | •Delivered second consecutive year of record net sales, gross margin, adjusted EBITDA, adjusted EBITDA margin and adjusted net income per diluted share. |
|---|---|
| Operational Improvements | •Completed the transition to our state-of-the-art brass foundry in Decatur, Illinois, and achieved our lowest total recordable incident rate in Mueller history. |
| Sustainability Achievements | •Achieved our initial leak detection goal of identifying 7.7 billion gallons of water loss between 2022 and 2027, three years ahead of our target date, and expanded our leak detection goal to identify 18 billion gallons of water loss by 2029. |
| Leadership and Culture | •Offered a variety of training programs for employees on topics ranging from leadership to skills-based training and much more. |
| Employee Engagement | •Conducted our annual employee experience survey with year-over-year increases in both participation and engagement. |
Highlights of Fiscal 2025 Performance
| Focused on Operational Investment and Efficiencies to Increase Long-Term Stockholder Value | ||
| We generated net sales of $1,429.7 million, operating income of $260.6 million, net income of $191.7 million, adjusted earnings before interest tax depreciation and amortization (“EBITDA”) of $326.2 million, net income per diluted share of $1.22 (with adjusted net income per diluted share of $1.31) and $219.3 million net cash provided by operating activities (free cash flow of $172.0 million). Adjusted EBITDA, adjusted net income per diluted share and free cash flow 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 to GAAP measures. | ||
|---|---|---|
| Dividend Benefits | Stockholder Value | |
| •We paid stockholders a quarterly $0.067 per share dividend during fiscal 2025, an increase of approximately 4.7% from fiscal 2024. •We returned $41.9 million to our stockholders through dividends in fiscal 2025. | We repurchased $15 million of our outstanding Common Stock during fiscal 2025. | |
PROXY STATEMENT FOR 2026 ANNUAL MEETING 5
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 2025, 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 and conferences.
| Fiscal 2025 engagement included:•More than ten investor events, including investor and industry conferences and road shows, and regular meetings and calls with current and potential stockholders and research analysts•Topics of discussion included: •Drivers of sales growth, including pricing initiatives, end markets, backlog, orders, and volumes•Impacts of inflationary pressures, as well as recently enacted tariffs, and strategies to offset higher costs, such as targeted pricing actions and operational and supply chain initiatives •Trends in key end markets, including municipal repair and replacement and new residential construction, potential benefits from the Federal Infrastructure Investment and Jobs Act •Sustainability-related topics, including strategies to achieve targets and goals for scope 1 and 2 greenhouse gas (“GHG”) intensity, EchoShore® leak detection technology, safety, employee engagement, waste to landfills, and water withdrawal intensity•Leadership Team and Board Refreshment Update, including the Chief Financial Officer (“CFO”) transition, and the Chief Executive Officer (“CEO”) Succession Plan •Capital spending plans, including capital investments to expand domestic capacity and capabilities, the transition to a new brass foundry and investments in our iron foundries •Cash flow expectations, including liquidity and levels of working capital and inventory. •Capital allocation strategy, including capacity for capital spending, acquisitions, dividends, and share repurchases•Our 2025 Annual Meeting of Stockholders | 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 more than 168 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.
In August 2025, the Company published its annual ESG Report, which includes the principal sustainability metrics the Company tracks: water withdrawal/energy usage, GHG emissions and solid waste management. The ESG Report may be
6 MUELLER WATER PRODUCTS, INC.
found at https://www.muellerwaterproducts.com/environmental-social-and-governance. Neither our website nor our ESG Report is a part of, or incorporated by reference in, this Proxy Statement.
Throughout 2025, we remained focused on our ESG commitments, which are intended to create value for our stakeholders. We are excited about the progress we are making through our ESG initiatives, which are further described in our ESG Report.
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, the United Nations Sustainable Development Goals, and the Task Force on Climate-related Financial Disclosures.
When we first became a publicly traded company in 2006, 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 in 2020 to further enhance our focus on developing, monitoring, implementing, measuring, and reporting on ESG-related matters.
Our executive compensation programs include ESG metrics, which highlights our focus on the importance of 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, including by embracing diverse experiences and perspectives.
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 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 and to maintain 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 invest in the modernization of our facilities.
We develop and implement programs to upgrade to more 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 maintaining a strong 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 2026 ANNUAL MEETING 7
For our executive officers and directors, we maintain significant Common Stock ownership guidelines, prohibit hedging and pledging of our securities, and have adopted enhanced clawback policies for executive compensation in the event of financial restatements or misconduct.
We maintain a robust stakeholder engagement program.
See “Proposal One - Election of Nine Directors — The Board’s Role and Responsibilities — Board Oversight — Environmental, Social and Governance” for information regarding the Company's governance practices.
Proposal One
Election of Nine 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. McAndrew, who has been appointed by the Board as our CEO effective February 9, 2026. In support of the Company's Board refreshment plans, Mr. Thomas Hansen intends to retire at the Annual Meeting. Mr. Gregg C. Sengstack was appointed to the Board as a Board Observer, effective September 23, 2025, and is nominated for election to the Board as a director at the Annual Meeting.
The following table provides summary information about each director nominee. See “Proposal One - Election of Nine Directors — The Board of Directors” for more information about each nominee.
| Name and Experience · Age · Director Since · Independent · Board Committees(1) | ||
|---|---|---|
| Christian A. GarciaFormer Executive Vice President and Chief Financial Officer of BrandSafway | 62 | 2024 |
| Brian C. HealyLecturer of Commerce and Associate Director of the Center for Investments and Financial Markets at University of Virginia; Former Managing Director and Co-Head of Mergers and Acquisitions – Americas of Morgan Stanley | 55 | 2024 |
| Paul McAndrewPresident and Chief Operating Officer of Mueller Water Products, Inc.President and Chief Executive Officer of Mueller Water Products, Inc., effective February 9, 2026 | 52 | New Director Nominee |
| Christine OrtizProfessor of Materials Science and Engineering and Director, MIT Technology and Policy Program, Institute for Data, Systems, and Society at Massachusetts Institute of Technology | 55 | 2019 |
| Gregg C. Sengstack(3)Former Chairperson, President and Chief Executive Officer of Franklin Electric Co., Inc. | 67 | New Director Nominee |
| Jeffery S. SharrittsFormer Executive Vice President and Chief Customer and Partner Officer of Cisco | 57 | 2021 |
| Bentina Chisolm TerryPresident and Chief Executive Officer, Southern Linc and Southern Telecom, Inc. at Southern Company | 55 | 2025 |
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| Name and Experience · Age · Director Since · Independent · Board Committees(1) | ||
|---|---|---|
| Stephen C. Van Arsdell(4)Former Senior Partner of Deloitte LLP and Former Chair and Chief Executive Officer of Deloitte & Touche LLP | 75 | 2019 |
| Leland G. WeaverFormer President, Water and Protection of DuPont de Nemours, Inc. | 45 | 2025 |
| Chair | Member | A = Audit | C = Compensation | E = EHS | G = Governance | X = Executive |
(1)Anticipated committee assignments upon election at the Annual Meeting. The Capital Allocation and Operations Committee was dissolved as of October 1, 2025, and the subject matter addressed by this committee has been and will continue to be overseen by the Board.
(2)Mr. Garcia will be appointed to chair the Audit Committee upon Mr. Hansen’s retirement.
(3)Upon the recommendation of the Nominating and Corporate Governance Committee, in connection with the Board’s refreshment activities, the Board appointed Mr. Sengstack as Board Observer effective September 23, 2025. If elected at the Annual Meeting, Mr. Sengstack will join the Audit Committee.
(4)Mr. Van Arsdell serves as our Non-Executive Chair. See "Proposal One - Election of Nine Directors — Board Structure — Board Leadership Structure” for more information.
Board Nominee Snapshot
| INDEPENDENCE | AGE | TENURE | DIVERSITY |
|---|---|---|---|
| 8 Independent | 6 59 and Younger | 6 0 to 3 Years | 4 Underrepresented Minorities |
| 1 Not Independent | 2 60 to 70 | 3 4 to 7 Years | 2 Women |
PROXY STATEMENT FOR 2026 ANNUAL MEETING 9
Proposal Two
Advisory Vote to Approve Executive Compensation
The Board recommends a vote FOR this proposal.
Framework of 2025 Compensation
The following table lists the primary elements of our compensation structure. This overview should be read in conjunction with the more detailed information set forth under “Proposal Two - Advisory Vote to Approve Executive Compensation — Executive Compensation — Compensation Discussion and Analysis.”
| Pay Element · Salary · Bonus · Options · RSUs · PRSUs | ||||||
|---|---|---|---|---|---|---|
| Recipients · All Named Executive Officers ("NEOs") | ||||||
| Period of Grant · Generally reviewed every 12 months · Annually · Annually · Annually · Annually | ||||||
| Form of Delivery · Cash · Equity | ||||||
| Type of Performance · Short-term emphasis · Long-term emphasis | ||||||
| Performance Measures | — | Mix of financial results and ESG-related operational goals | Value of delivered shares based on stock price on date of exercise | Value of delivered shares based on stock price on vesting dates | Return on Invested Capital ("ROIC") achievement | Relative total shareholder return ("rTSR") |
| Performance Period/Vesting | Ongoing | 1 year | Generally vest annually over 3 years | Generally vest annually over 3 years | 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 | 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 |
| CEO TARGET COMPENSATION MIX(1) | OTHER NEOs TARGET COMPENSATION MIX(1)(2) |
|---|
(1)Excludes Other Compensation. See "Proposal Two - Advisory Vote to Approve Executive Compensation — Executive Compensation Tables — Summary Compensation Table" for total compensation earned.
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(2)The bonuses for Ms. Rasmussen and Mr. Heinrichs, both of whom performed the CFO role during fiscal 2025, were combined for the purposes of this calculation.
| ANNUAL CASH INCENTIVE | |
|---|---|
| Performance Metric | Relative Weighting |
| Adjusted EBITDA | 50% |
| Adjusted Net Sales | 25% |
| Adjusted Working Capital as a % of Adjusted Net Sales | 15% |
| ESG-Related Operational Goals | 10% |
| LONG-TERM INCENTIVE | |||
|---|---|---|---|
| 50% Time Based · 50% Performance Based | |||
| 25% | 25% | 25% | 25% |
| Restricted Stock Units | Stock Options | Relative Total Shareholder Return | ROIC |
2025 Performance Highlights Related to Executive Compensation
The Compensation and Human Resources Committee (the “Compensation Committee”) established several performance metrics, including those set forth below, to assess and determine incentive plan compensation earned during fiscal 2025.
| Company Results for Performance Evaluation Basis | |||||
|---|---|---|---|---|---|
| Adjusted NetSales · AdjustedEBITDA · Adjusted Working Capital (as a % of Adjusted Net Sales) · Relative Total ShareholderReturn · ROIC | |||||
| ($ in millions) · % · Percentile · % | |||||
| 2025 | 1,429.7 | 326.2 | 27.7 | 74th | 16.40% |
See “Proposal Two - Advisory Vote to Approve Executive Compensation — Compensation Discussion and Analysis — Highlights of 2025 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 2025 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 50th percentile of our customized peer group and size-adjusted survey sources. The principal elements of these compensation programs are base salary, annual performance-based cash bonus and long-term incentive compensation, including performance-based equity compensation. Additionally, our NEOs are covered under our broad-based employee benefit plans and executive severance plan. Ms. Zakas and Mr. McAndrew are subject to specific employment agreements and change-in-control severance agreements and do not receive benefits under the executive severance plan.
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 92% and 78% in each of the last two years, respectively.
PROXY STATEMENT FOR 2026 ANNUAL MEETING 11
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 rTSR and ROIC.
| CEO TOTAL TARGET COMPENSATION(1) | OTHER NEOs TOTAL TARGET COMPENSATION(1) |
|---|
(1) Excludes Other Compensation. See "Proposal Two - Advisory Vote to Approve Executive Compensation — Executive Compensation Tables — Summary Compensation Table" for total compensation as earned.
Compensation for fiscal 2025 reflects Company performance.
Our NEOs’ compensation was positively affected by performance in relation to targets set for fiscal 2025.
Annual cash bonuses earned by Mses. Zakas and Rasmussen and Messrs. McAndrew, Heinrichs, Floyd and Helms were 199.0% of target.
Long-term compensation based on rTSR is earned and vests as of the end of the applicable three-year cumulative performance period. Long-term compensation based on rTSR granted for the fiscal 2023 to fiscal 2025 performance period was earned at 198.7% of target.
Long-term compensation based on ROIC is earned and vests as of the end of the applicable three-year cumulative performance period based on the three-year average ROIC performance of each year within the performance period. By way of example, the fiscal 2025 ROIC performance will be calculated by measuring the individual annual ROIC performance of fiscal 2025, fiscal 2026 and fiscal 2027 and dividing by three. Long-term compensation based on ROIC was first granted for fiscal 2023 (with a performance period from fiscal 2023 to fiscal 2025). Long-term compensation based on ROIC performance granted for fiscal 2023 was earned at 200% of target.
Long-term compensation in the form of time-based restricted stock units and stock options awarded in fiscal 2025 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 vesting of executive officers’ equity awards upon a change-in-control.
See “Proposal Two - Advisory Vote 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.
12 MUELLER WATER PRODUCTS, INC.
Proposal Three
Ratification of the Appointment of our Independent Registered Public Accounting Firm for Fiscal 2026
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, 2026, subject to negotiation of definitive fee arrangements.
PROXY STATEMENT FOR 2026 ANNUAL MEETING 13
TABLE OF CONTENTS
| Page | |
|---|---|
| NOTICE OF ANNUAL MEETING | 1 |
| LETTER TO STOCKHOLDERS | 2 |
| LETTER FROM THE PRESIDENT AND CEO-DESIGNATE | 3 |
| PROXY SUMMARY | 4 |
| ELECTION OF DIRECTORS | 16 |
| Proposal One - Election of Nine Directors | 16 |
| The Board of Directors | 16 |
| Board Refreshment/Board Succession Planning | 27 |
| Board Tenure Policy | 27 |
| Board Composition | 27 |
| Director Nomination Process | 28 |
| Director Candidate Recommendations | 30 |
| The Board’s Role and Responsibilities | 30 |
| Overview | 30 |
| Board Oversight | 30 |
| Management Succession Planning | 31 |
| Corporate Governance Policies and Materials | 31 |
| Stockholder Engagement | 31 |
| Board Structure | 32 |
| Board Leadership Structure | 32 |
| Director Independence | 32 |
| Executive Sessions | 32 |
| Board Committee Information | 32 |
| Board Practices, Processes and Policies | 35 |
| History of Commitment to Good Governance Practices | 35 |
| Director Attendance | 35 |
| Director, Board and Committee Evaluations | 35 |
| Director Orientation and Continuing Education | 35 |
| Corporate Governance Guidelines | 35 |
| Related Person Transactions | 36 |
| Communicating with the Board | 36 |
| Director Compensation | 36 |
| Annual Retainer | 37 |
| Deferred Compensation | 37 |
| Equity-Based Awards | 37 |
| Travel Expenses | 38 |
| Director Compensation Summary | 38 |
| EXECUTIVE COMPENSATION | 39 |
| Proposal Two - Advisory Vote to Approve Executive Compensation | 39 |
| 2025 Leadership Transitions | 39 |
| Compensation Committee Interlocks and Insider Participation | 40 |
| Compensation Discussion and Analysis | 41 |
| Highlights of Fiscal 2025 Performance | 41 |
| Highlights of 2025 Performance Related to Executive Compensation | 41 |
| Highlights of 2025 Executive Compensation | 42 |
| Executive Compensation Program Overview | 43 |
14 MUELLER WATER PRODUCTS, INC.
TABLE OF CONTENTS
| Page | |
|---|---|
| Guiding Principles | 43 |
| Peer Group Benchmarking and Total Compensation | 44 |
| Compensation Elements | 45 |
| Salary | 45 |
| Annual Cash Incentive Awards | 46 |
| Long-Term Equity-Based Compensation | 47 |
| Leadership Transition Compensation Matters | 51 |
| Retirement Benefits | 51 |
| Other Benefits | 52 |
| Other Factors Considered by the Compensation Committee | 53 |
| Risk and Incentive Compensation | 53 |
| Tally Sheets | 53 |
| Other Compensation Practices and Policies | 53 |
| Role of Compensation Consultant in Compensation Decisions | 53 |
| Role of Management in Compensation Decisions | 54 |
| Income Tax Consequences of Executive Compensation | 54 |
| Compensation Recovery (Clawback) Policies | 54 |
| Prohibition on Hedging and Pledging | 55 |
| Insider Trading Policy | 55 |
| Stock Ownership Guidelines | 55 |
| Report of the Compensation and Human Resources Committee | 55 |
| Executive Compensation Tables | 56 |
| Summary Compensation Table | 56 |
| Summary Compensation Table - All Other Compensation | 57 |
| Grants of Plan-Based Awards Table | 57 |
| Outstanding Equity Awards Table | 59 |
| Option Exercises and Stock Vested Table | 61 |
| Pension Plan | 61 |
| Employment, Severance and Change-in-Control Arrangements | 62 |
| Potential Payments Upon Termination or Change-in-Control | 62 |
| Pay Versus Performance | 64 |
| Relationship Between Pay and Performance | 65 |
| Tabular List of Financial Performance Measures | 67 |
| CEO Pay Ratio Disclosure | 67 |
| RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM | 68 |
| Proposal Three - Ratification of the Appointment of Our Independent Registered Public Accounting Firm for Fiscal 2026 | 68 |
| Fees and Services of the Independent Registered Public Accounting Firm | 68 |
| Audit Fees and Other Fees | 68 |
| Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm | 68 |
| Report of the Audit Committee | 69 |
| Committee Composition and Skills | 69 |
| Meetings | 69 |
| Responsibilities of the Audit Committee, Management and the Independent Auditor | 69 |
| Audited Consolidated Financial Statements | 70 |
| BENEFICIAL OWNERSHIP OF COMMON STOCK | 71 |
| Delinquent Section 16(a) Reports | 72 |
| QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING | 73 |
| GENERAL INFORMATION | 78 |
| EXHIBIT A - RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP PERFORMANCE MEASURES | A-1 |
PROXY STATEMENT FOR 2026 ANNUAL MEETING 15
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.