Business Context and Reporting Period
Company: Mueller Water Products, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 6, 2025
Subject: Announcement of Chief Executive Officer transition and related compensatory arrangements.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and leadership changes.
Material Changes
The primary material change is the scheduled departure of the current CEO and the appointment of a successor:
- Outgoing CEO: Marietta E. Zakas will retire as CEO and Board member effective February 9, 2026.
- Incoming CEO: Paul McAndrew, currently President and Chief Operating Officer, is appointed as President and CEO effective February 9, 2026.
- Board Composition: Ms. Zakas will leave the Board; Mr. McAndrew will be nominated to join the Board at the next annual shareholders' meeting.
Guidance, Outlook, and Management Commentary
Outgoing CEO Transition Arrangements (Ms. Zakas):
- Role: Senior Advisor from February 9, 2026, through December 31, 2026.
- Compensation: Pro-rated base salary through the transition period.
- Bonus: Pro-rated annual bonus for fiscal year 2026 (greater of target or actual).
- Equity: Reduced fiscal year 2026 equity award valued at $2,000,000 (performance-based RSUs). Existing awards remain eligible to vest.
- Benefits: COBRA coverage (150% rate for first 12 months), life insurance through June 30, 2028, and up to $20,000 for financial planning.
- Legal Fees: Reimbursement up to $25,000.
- Base Salary: $915,000 annually.
- Target Bonus: 100% of base salary (pro-rated for 2026).
- Long-Term Incentive (LTI): Target opportunity of 370% of base salary (minus December 2025 grant). Structure: 25% stock options, 25% RSUs, 50% performance RSUs.
- Severance:
- Termination without Cause/Good Reason: 300% of base salary plus pro-rated bonus.
- Termination within 2 years of Change in Control: 300% of (base salary + target bonus) plus pro-rated bonus and full vesting of unvested equity.
- Compensation is subject to the execution of effective releases of claims.
- Performance criteria for the 2026 LTI grant have not yet been determined by the Compensation Committee.
Investor Verification Checklist
- Verify the exact vesting schedule and performance criteria for Mr. McAndrew's 2026 LTI grant once determined by the Compensation Committee.
- Review the full text of the Transition Agreement (Exhibit 10.1) and Letter Agreement (Exhibit 10.2) for complete terms regarding restrictive covenants and severance definitions.
- Monitor the upcoming annual shareholders' meeting for the formal election of Mr. McAndrew to the Board of Directors.
- Assess the impact of the leadership transition on the company's strategic direction, as no specific operational guidance was provided in this filing.