Franklin Electric Co Inc 10-Q for FY2025 Q2
Franklin Electric Co Inc (FELE)
10-Q
2025-07-31
For: 2025-06-30
View Original
Added on
April 04, 2026
About this 10-Q
Franklin Electric Co Inc filed this 10-Q on July 31, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $587.43M
- up 8.1% from $543.26M a year earlier
- Net income
- $60.14M
- up 1.8% from net income of $59.1M a year earlier
- Diluted EPS
- $1.31
- up 4.0% from $1.26 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 10-Q
_________
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-362
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(260 ) 824-2900
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Global Select Market | |||||||||||||||||
| (Title of each class) | (Trading symbol) | (Name of each exchange on which registered) | |||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | No | ☐ | |||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| ☒ | No | ☐ | |||||||||
1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | Non-Accelerated Filer | ☐ | Smaller Reporting Company | ||||||||||||||||||
| Emerging Growth Company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
| Yes | No | ☒ | |||||||||
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Outstanding at | ||||||||
| Class of Common Stock Par Value | July 25, 2025 | |||||||
| $ | ||||||||
2
FRANKLIN ELECTRIC CO., INC.
TABLE OF CONTENTS
| Page | |||||||||||
| PART I. | FINANCIAL INFORMATION | Number | |||||||||
| Item 1. | |||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II. | OTHER INFORMATION | ||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
3
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| (In thousands, except per share amounts) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Foreign exchange expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Franklin Electric Co., Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(Unaudited)
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| (In thousands) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income/(loss), before tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Employee benefit plan activity | |||||||||||||||||||||||
| Other comprehensive income/(loss) | ( | ( | |||||||||||||||||||||
| Income tax expense related to items of other comprehensive income/(loss) | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income/(loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to Franklin Electric Co., Inc. | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
5
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In thousands, except per share amounts) | June 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, less allowances of $ | |||||||||||
| Inventories: | |||||||||||
| Raw material | |||||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, at cost: | |||||||||||
| Land and buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Furniture and fixtures | |||||||||||
| Other | |||||||||||
| Property, plant, and equipment, gross | |||||||||||
| Less: Allowance for depreciation | ( | ( | |||||||||
| Property, plant, and equipment, net | |||||||||||
| Lease right-of-use assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
6
| June 30, 2025 | December 31, 2024 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current lease liability | |||||||||||
| Income taxes | |||||||||||
| Current maturities of long-term debt and short-term borrowings | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term lease liability | |||||||||||
| Deferred income taxes | |||||||||||
| Employee benefit plans | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies (see Note 6) | |||||||||||
| Redeemable noncontrolling interest | |||||||||||
| Shareholders' equity: | |||||||||||
Common stock ( | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
7
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | |||||||||||
| (In thousands) | June 30, 2025 | June 30, 2024 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash lease expense | |||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Gain on disposals of plant and equipment | ( | ( | |||||||||
| Foreign exchange expense | |||||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventory | ( | ( | |||||||||
| Accounts payable and accrued expenses | |||||||||||
| Operating leases | ( | ( | |||||||||
| Income taxes | ( | ( | |||||||||
| Income taxes-U.S. Tax Cuts and Jobs Act | ( | ( | |||||||||
| Employee benefit plans | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash flows from operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property, plant, and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant, and equipment | |||||||||||
| Cash paid for acquisitions, net of cash acquired | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash flows from investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of debt | |||||||||||
| Repayments of debt | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Proceeds from issuance of common stock | |||||||||||
| Purchases of common stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Deferred payments for acquisitions | ( | ( | |||||||||
| Net cash flows from financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
8
| Non-cash items: | |||||||||||
| Additions to property, plant, and equipment, not yet paid | $ | $ | |||||||||
| Right-of-Use Assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
| Payable to sellers of acquired entities | $ | $ | |||||||||
| Issuance of common stock - deferred Board of Director compensation | $ | $ | |||||||||
| Payable for share repurchases | $ | $ | |||||||||
9
FRANKLIN ELECTRIC CO., INC. AND CONSOLIDATED SUBSIDIARIES
INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Page Number | ||||||||
| Note 1. | ||||||||
| Note 2. | ||||||||
| Note 3. | ||||||||
| Note 4. | ||||||||
| Note 5. | ||||||||
| Note 6. | ||||||||
| Note 7. | ||||||||
| Note 8. | ||||||||
| Note 9. | ||||||||
| Note 10. | ||||||||
| Note 11. | ||||||||
| Note 12. | ||||||||
| Note 13. | ||||||||
| Note 14. | ||||||||
| Note 15. | ||||||||
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated balance sheet as of December 31, 2024, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements as of June 30, 2025, and for the second quarters and six months ended June 30, 2025 and June 30, 2024 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, all accounting entries and adjustments (including normal, recurring adjustments) considered necessary for a fair presentation of the financial position and the results of operations for the interim periods have been made. Operating results for the second quarter and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. For further information, including a description of the critical accounting policies of Franklin Electric Co., Inc. (the "Company"), refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
2. ACQUISITIONS
2025
Barnes
In March 2025, the Company acquired 100 percent of Barnes de Colombia S.A. ("Barnes"), a leading manufacturer and distributor of industrial and commercial pumps based in Cota, Cundinamarca, Colombia, for total upfront cash consideration of $96.6 million, net of cash acquired.
The valuation of assets acquired and liabilities assumed has not yet been finalized as of June 30, 2025. As a result, the Company recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets, goodwill and income taxes among other items. The completion of the valuation will occur no later than one year from the acquisition date. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date:
| (in millions) | |||||
| Assets acquired and liabilities assumed | |||||
| Cash and cash equivalents | $ | ||||
| Receivables | |||||
| Inventories | |||||
| Other current assets | |||||
| Property, plant and equipment | |||||
| Goodwill | |||||
| Other intangible assets | |||||
| Other non-current assets | |||||
| Debt | ( | ||||
| Accounts payable | ( | ||||
| Accrued expenses and other current liabilities | ( | ||||
| Deferred tax liabilities | ( | ||||
| Other non-current liabilities | $ | ( | |||
| Total assets acquired and liabilities assumed | $ | ||||
The Company allocated $33.4 million of the total consideration to customer relationships with a useful life of 8 years, $9.3 million to trade names with a useful life of 11 years, and $2.8 million to developed technology with a useful life of 7 years. The fair values of the intangible assets were determined using the income approach. The discount rates used to measure the intangible assets were 19 percent for customer relationships, 18 percent for trade names, and 18 percent for developed technology. The Company considers the fair value of the intangible assets to be Level 3 measurements due to the significant estimates and assumptions used by management in establishing the estimated fair values.
11
The goodwill, which is not deductible for tax purposes, includes the value of an assembled workforce, potential future technologies as well as the overall strategic benefits provided to the Company’s product portfolio and is included in the Water Systems segment.
The results of operations of the acquired business have been included in the Company’s consolidated statement of income since the date the business was acquired. The Barnes acquisition contributed $15.0 million of net sales for the six months ended June 30, 2025 while the impact on net income was not significant. The Company has not presented pro forma financial information for the Barnes acquisition because its results are not material to the Company’s condensed consolidated financial statements.
PumpEng
In February 2025, the Company acquired 100 percent of the ownership interests of PumpEng Pty Ltd ("PumpEng") for a purchase price of AUD 24.0 million (approximately $15.0 million). PumpEng, based in Australia, specializes in the design, manufacture and service of submersible pumps for the mining sector.
The valuation of assets acquired and liabilities assumed has not yet been finalized as of June 30, 2025. As a result, the Company recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets, goodwill and income taxes among other items. The completion of the valuation will occur no later than one year from the acquisition date. The purchase price was primarily allocated to goodwill and other intangible assets as well as accounts receivable, inventory and fixed assets. The goodwill, which is not deductible for tax purposes, includes the value of an assembled workforce, potential future technologies as well as the overall strategic benefits provided to the Company’s product portfolio and is included in the Water Systems segment.
The Company has not included various disclosures for the PumpEng acquisition including presenting separate results of operations of the acquired company since the closing of the acquisition or combined pro forma financial information of the Company and the acquired business, as the Company does not consider the acquisition to be material.
For the second quarter and six months ended June 30, 2025, acquisition costs associated with the 2025 acquisitions were $0.6 million and $2.1 million, respectively. Acquisition costs for all periods in 2024 were insignificant.
3. GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying amounts of the Company’s intangible assets, excluding goodwill, are as follows:
| (In millions) | June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||||||
| Amortizing intangibles: | ||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Patents | ( | ( | ||||||||||||||||||||||||
| Technology | ( | ( | ||||||||||||||||||||||||
| Trade names | ( | ( | ||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Non-amortizing intangibles: | ||||||||||||||||||||||||||
| Trade names | — | — | ||||||||||||||||||||||||
| Total intangibles | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Amortization expense related to intangible assets for the second quarters ended June 30, 2025 and June 30, 2024 was $6.0 million and $4.7 million, respectively, and for six months ended June 30, 2025 and June 30, 2024 was $11.1 million and $9.5 million, respectively.
12
The change in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2025 is as follows:
| (In millions) | ||||||||||||||||||||||||||
| Water Systems | Energy Systems | Distribution | Consolidated | |||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
| Acquisitions | ||||||||||||||||||||||||||
| Adjustments to prior year acquisitions | ||||||||||||||||||||||||||
| Foreign currency translation | ||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of:
| (In millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Salaries, wages, and commissions | $ | $ | ||||||||||||
| Product warranty costs | ||||||||||||||
| Insurance | ||||||||||||||
| Employee benefits | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
5. DEBT
Debt consisted of the following:
| (In millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| New York Life Agreement | $ | $ | ||||||||||||
| Credit Agreement | ||||||||||||||
| Tax increment financing debt | ||||||||||||||
| Foreign subsidiary debt | ||||||||||||||
| Less: unamortized debt issuance costs | ( | |||||||||||||
| $ | $ | |||||||||||||
| Less: current maturities | ( | ( | ||||||||||||
| Long-term debt | $ | $ | ||||||||||||
Credit Agreement
On May 14, 2025, the Company entered into the Fifth Amended and Restated Credit Agreement (the “Credit Agreement”). The Fifth Amended and Restated Credit Agreement extended the maturity date of the Company’s Fourth Amended and Restated Credit Agreement, as amended (which is referred to in this current report as the “Previous Credit Agreement”) to May 14, 2030 while keeping the revolving commitment amount unchanged at $350.0 million. The Credit Agreement provides that the Borrowers may request an increase in the aggregate commitments by up to $175.0 million (not to exceed a total commitment of $525.0 million) subject to the conditions contained therein. The Previous Credit Agreement provided the Borrowers could request an increase in the aggregate revolving commitments by up to $125.0 million (not to exceed a total commitment of $475.0 million). All of the Company's present and future material domestic subsidiaries unconditionally guaranty all of the Borrowers' obligations under and in connection with the Credit Agreement. Additionally, the Company unconditionally guarantees all of the obligations of Franklin Electric B.V. under the Credit Agreement. Under the Credit Agreement, the Borrowers are required to pay certain fees, including a commitment fee of 0.10 % to 0.25 % (depending on the Company's leverage ratio) of the aggregate commitment, payable quarterly in arrears. The Credit Agreement contains customary affirmative and negative covenants. Loans may be made either at (i) a Term Benchmark rate based on SOFR, for borrowings denominated in Dollars, or EURIBOR, for borrowings denominated in Euros, plus an applicable margin of 1.00 % to 1.75 % (depending on the Company's leverage ratio), or (ii) an alternative base rate as defined in the Credit Agreement.
As of June 30, 2025, the Company had $186.0 million outstanding borrowings with a weighted-average interest rate of 4.3 percent, $4.6 million in letters of credit outstanding, and $159.4 million of available capacity under the Credit Agreement. As of December 31, 2024, the Company had $41.4 million outstanding borrowings with a weighted-average interest rate of 3.7
13
percent, $4.5 million in letters of credit outstanding, and $304.1 million of available capacity under the Previous Credit Agreement.
The Company also has overdraft lines of credit for certain subsidiaries with various expiration dates. The aggregate maximum borrowing capacity of these overdraft lines of credits is $20.1 million. As of June 30, 2025, there were no outstanding borrowings and $20.1 million of available capacity under these lines of credit. As of December 31, 2024, there were $16.8 million overdraft lines of credit with no outstanding borrowings and $16.8 million of available capacity under these lines of credit.
6. COMMITMENTS AND CONTINGENCIES
In 2011, the Company became aware of a review of alleged issues with certain underground piping connections installed in filling stations in France owned by the French Subsidiary of Exxon Mobile, Esso S.A.F. A French court ordered that a designated, subject-matter expert review 103 filling stations to determine what, if any, damages are present and the cause of those damages. The Company has participated in this investigation since 2011, along with several other third parties including equipment installers, engineering design firms who designed and provided specifications for the stations, and contract manufacturers of some of the installed equipment. In May 2022, the subject-matter expert issued its final report, which indicates that total damages incurred by Esso amounted to approximately 9.5 million Euro. It is the Company’s position that its products were not the cause of any alleged damage. The Company submitted its response to the expert's final report in February 2023. The Company cannot predict the ultimate outcome of this matter. If payments result from a resolution of this matter, depending on the amount, they could have a material effect on the Company’s financial position, results of operations, or cash flows.
The Company is defending other various claims and legal actions which have arisen in the ordinary course of business. In the opinion of management, based on current knowledge of the facts and after discussion with counsel, these claims and legal actions can be defended or resolved without a material effect on the Company’s financial position, results of operations, and net cash flows.
At June 30, 2025, the Company had $8.0 million of commitments primarily for capital expenditures and purchase of raw materials to be used in production and finished goods.
The changes in the carrying amount of the warranty accrual, as recorded in the "Accrued expenses and other current liabilities" line of the Company's condensed consolidated balance sheet for the six months ended June 30, 2025, are as follows:
| (In millions) | ||||||||
| Balance as of December 31, 2024 | $ | |||||||
| Accruals related to product warranties | ||||||||
| Reductions for payments made | ( | |||||||
| Balance as of June 30, 2025 | $ | |||||||
14
7. EQUITY ROLL FORWARD
The schedules below set forth equity changes in the second quarters and six months ended June 30, 2025 and June 30, 2024:
| (In thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Pension and other post retirement plans, net of taxes | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend to noncontrolling interest | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Pension and other post retirement plans, net of taxes | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
15
| (In thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pension and other post retirement plans, net of taxes | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income/(Loss) | Noncontrolling Interest | Total Equity | Redeemable Noncontrolling Interest | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock ($ | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased | ( | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend to noncontrolling interest | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Pension and other post retirement plans, net of taxes | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
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8. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
Changes in accumulated other comprehensive income/(loss) by component for the six months ended June 30, 2025 and June 30, 2024, are summarized below:
| (In millions) | Foreign Currency Translation Adjustments | Pension and Post-Retirement Plan Benefit Adjustments (2) | Total | ||||||||||||||
| For the six months ended June 30, 2025: | |||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income/(loss) before reclassifications | |||||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) (1) | |||||||||||||||||
| Net other comprehensive income/(loss) | |||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | ( | $ | ( | |||||||||||
| For the six months ended June 30, 2024: | |||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income/(loss) before reclassifications | ( | ( | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income/(loss) (1) | |||||||||||||||||
| Net other comprehensive income/(loss) | ( | ( | |||||||||||||||
| Balance as of June 30, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
(1) This accumulated other comprehensive income/(loss) component is included in the computation of net periodic pension cost (refer to Note 9 for additional details) and is included in the "Other (expense) income, net" line of the Company's condensed consolidated statements of income.
(2) Net of tax expense of $0.2 million and $0.3 million for the six months ended June 30, 2025 and June 30, 2024, respectively.
Amounts related to noncontrolling interests were not material.
9. EMPLOYEE BENEFIT PLANS
The following table sets forth the aggregated net periodic benefit cost for all pension plans for the second quarters and six months ended June 30, 2025 and June 30, 2024:
| (In millions) | Pension Benefits | ||||||||||||||||||||||
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of: | |||||||||||||||||||||||
| Prior service cost | |||||||||||||||||||||||
| Actuarial loss | |||||||||||||||||||||||
| Settlement cost | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
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The following table sets forth the aggregated net periodic benefit cost for the other post-retirement benefit plan for the second quarters and six months ended June 30, 2025 and June 30, 2024:
| (In millions) | Other Benefits | ||||||||||||||||||||||
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on assets | |||||||||||||||||||||||
| Amortization of: | |||||||||||||||||||||||
| Prior service cost | |||||||||||||||||||||||
| Actuarial loss | |||||||||||||||||||||||
| Settlement cost | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
10. INCOME TAXES
The Company’s effective tax rate for the six-month period ended June 30, 2025 was 24.9 percent as compared to 22.5 percent for the six-month period ended June 30, 2024. The effective tax rate differs from the U.S. statutory rate of 21 percent primarily due to U.S state taxes and foreign earnings taxed at rates higher than the U.S. statutory rate partially offset by the recognition of the U.S. foreign-derived intangible income (FDII) provisions. For the second quarter of 2025, the effective tax rate was 24.9 percent compared to 22.9 percent for the second quarter of 2024.
The increase in the effective tax rate for the second quarter and first six months of 2025 compared to the comparable periods in the prior year was primarily due to mix of foreign earnings taxed at rates different than the U.S. statutory rate, a decreased benefit in the U.S. foreign-derived intangible income (FDII) provision related to a prior year prepayment of inventory from foreign subsidiaries, and less favorable discrete events in 2025, primarily related to excess tax benefits from share-based compensation.
On July 4, 2025, the reconciliation bill, commonly referred to as the One Big Beautiful Bill Act ("OBBB") was signed into law, which includes a broad range of tax reform provisions that may affect the Company's financial results. The OBBB allows an elective deduction for domestic Research and Development (R&D), a reinstatement of elective 100% first-year bonus depreciation, and a more favorable tax rate on Foreign-derived Deduction Eligible Income and income from non-U.S. subsidiaries, among other provisions. The Company is currently evaluating the impact of these provisions which could affect the Company's effective tax rate and deferred tax assets in 2025 and future periods. A quantitative estimate of the specific financial effects cannot be reasonably determined at this time due to the complexity of the changes in the tax reform. The impact of those tax provisions in the OBBB will depend on our facts in each year and anticipated guidance from the U.S. Department of the Treasury.
11. EARNINGS PER SHARE
The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common shareholders.
Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards.
18
The following table sets forth the computation of basic and diluted earnings per share:
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| (In millions, except per share amounts) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to Franklin Electric Co., Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Less: Earnings allocated to participating securities | |||||||||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Non-participating employee stock options, performance awards, and deferred shares to non-employee directors | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
12. FINANCIAL INSTRUMENTS
The Company’s non-employee directors' deferred compensation stock program is subject to variable plan accounting and, accordingly, is adjusted for changes in the Company’s stock price at the end of each reporting period. The Company has entered into share swap transaction agreements (the "swap") to mitigate the Company’s exposure to the fluctuations in the Company's stock price. The swap has not been designated as a hedge for accounting purposes and is cancellable with 30 days' written notice by either party. As of June 30, 2025 and December 31, 2024, the swap had a notional value based on 150,000 shares and 250,000 shares, respectively. For the second quarter and six months ended June 30, 2025, changes in the fair value of the swap resulted in losses of $1.6 million and $2.8 million, respectively. For the second quarter and six months ended June 30, 2024, changes in the fair value of the swap resulted in a losses of $2.9 million and $0.8 million, respectively. Gains and losses resulting from the swap were largely offset by gains and losses on the fair value of the deferred compensation stock liability. All gains or losses and expenses related to the swap are recorded in the Company's condensed consolidated statements of income within the “Selling, general, and administrative expenses” line.
The Company is exposed to foreign currency exchange rate risk arising from transactions in the normal course of business including making sales and purchases of raw materials and finished goods in foreign denominated currencies with third party customers and suppliers as well as to wholly owned subsidiaries of the Company. To reduce its exposure to foreign currency exchange rate volatility, the Company enters into various forward currency contracts to offset these fluctuations. The Company uses forward currency contracts only in an attempt to limit underlying exposure from foreign currency exchange rate fluctuations and to minimize earnings volatility associated with foreign currency exchange rate fluctuations and has not elected to use hedge accounting. Decisions on whether to use such derivative instruments are primarily based on the amount of exposure to the currency involved and an assessment of the near-term market value for each currency. As of June 30, 2025, the Company had a notional amount of $116.4 million in forward currency contracts outstanding and the related fair value of those contracts was a net liability of $0.2 million. The forward currency contracts asset and liability are recorded within the "Receivables" and "Accounts Payable" lines of the condensed consolidated balance sheets. As of December 31, 2024, the Company had no foreign currency contracts outstanding. For the second quarter and six months ended June 30, 2025, changes in the fair value of the forward currency contracts resulted in gains of $6.8 million and $11.2 million, respectively. For the second quarter and six months ended June 30, 2024, changes in the fair value of the forward currency contracts resulted in losses of $0.9 million and $0.3 million, respectively. These gains and losses are recorded in the Company's condensed consolidated statements of income within the "Foreign exchange expense, net" line.
13. FAIR VALUE MEASUREMENTS
FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, provides guidance for defining, measuring, and disclosing fair value within an established framework and hierarchy. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most
19
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard established a fair value hierarchy which requires an entity to maximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value within the hierarchy are as follows:
Level 1 – Quoted prices for identical assets and liabilities in active markets;
Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
As of June 30, 2025 and December 31, 2024, the assets and liabilities measured at fair value on a recurring basis were as set forth in the table below:
| (In millions) | June 30, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| Assets: | ||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||
| Share swap transaction | ||||||||||||||
| Forward currency contracts | ||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||
| Liabilities: | ||||||||||||||
| Forward currency contracts | $ | $ | $ | $ | ||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||
| (In millions) | December 31, 2024 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| Assets: | ||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||
| Liabilities: | ||||||||||||||
| Share swap transaction | $ | $ | $ | $ | ||||||||||
| Contingent payments related to acquisition | ||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||
The Company’s Level 1 cash equivalents assets are generally comprised of foreign bank guaranteed certificates of deposit and short term deposits. The forward currency contracts asset and the share swap transaction asset are recorded within the "Receivables" line of the condensed consolidated balance sheets. The forward currency contracts liability and the share swap transaction liability are recorded within the "Accounts payable" line of the condensed consolidated balance sheets. The forward currency contracts and share swap transaction are further described in Note 12 - Financial Instruments.
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The Company's Level 3 category includes contingent consideration related to acquisitions, which valuation inputs are unobservable and significant to the fair value measurement. Projections and estimated probabilities are used to estimate future contingent earn-out payments, which are discounted back to present value to compute contingent earn-out liabilities. The following table provides a roll-forward of the contingent consideration liability, which is included in "Accrued expenses and other current liabilities" as of June 30, 2025 and June 30, 2024:
| Second Quarter Ended | Six Months Ended | |||||||
| (In millions) | June 30, 2025 | June 30, 2025 | ||||||
| Fair value at beginning of period | $ | $ | ||||||
| Adjustments to prior year acquisition | ||||||||
| Change in fair value recognized in earnings | ||||||||
| Payments | ( | |||||||
| Fair value at end of period | $ | $ | ||||||
14. SEGMENT AND GEOGRAPHIC INFORMATION
The Company’s business consists of the Water Systems, Distribution, and Energy Systems reportable segments, based on the principal end market served. The Company includes unallocated corporate expenses and intercompany eliminations that are not part of a reportable segment in its reconciliations to consolidated results.
The accounting policies of the operating segments are the same as those described in Note 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Revenue is recognized based on the invoice price at the point in time when the customer obtains control of the product, which is typically upon shipment to the customer. The Water Systems and Energy Systems segments include manufacturing operations and supply certain components and finished goods, both between segments and to the Distribution segment. The Company reports these product transfers between Water Systems and Energy Systems as inventory transfers as a significant number of the Company's manufacturing facilities are shared across segments for scale and efficiency purposes. The Company reports intersegment transfers from Water Systems to Distribution as intersegment revenue at market prices to properly reflect the commercial arrangement of vendor to customer that exists between the Water Systems and Distribution segments.
The Company's chief operating decision maker is its Chief Executive Officer. Performance is evaluated based on the sales and operating income of the segments. Operating income and margin are used to evaluate income generated from segment assets in deciding whether to reinvest profits into each segment or other parts of the entity. Operating income is also used to monitor budget versus actual results for purposes of determining portions of management compensation and for benchmarking against similar measures used by peers and competitors. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented as corporate expenses are not allocated to segments. Interest expense, other income (expense), net, foreign exchange expense, net, and income tax expense are also not allocated to each segment.
21
The following tables summarize reportable business segment information with a reconciliation to our condensed consolidated results for the periods presented:
| Second Quarter Ended June 30, 2025 | Water Systems | Distribution | Energy Systems | Total | |||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| External sales | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Elimination of intersegment sales | $ | ( | |||||||||||||||||||||
| Total consolidated sales | $ | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | ||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of segment operating income to income before income taxes | |||||||||||||||||||||||
| Deferred intersegment profit | $ | ||||||||||||||||||||||
| Corporate general and administrative expenses | ( | ||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Foreign exchange expense, net | ( | ||||||||||||||||||||||
| Consolidated income before income taxes | $ | ||||||||||||||||||||||
22
| Second Quarter Ended June 30, 2024 | Water Systems | Distribution | Energy Systems | Total | |||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| External sales | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Elimination of intersegment sales | $ | ( | |||||||||||||||||||||
| Total consolidated sales | $ | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | ||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of segment operating income to income before income taxes | |||||||||||||||||||||||
| Deferred intersegment profit | $ | ( | |||||||||||||||||||||
| Corporate general and administrative expenses | ( | ||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
| Foreign exchange expense, net | ( | ||||||||||||||||||||||
| Consolidated income before income taxes | $ | ||||||||||||||||||||||
23
| Six Months Ended June 30, 2025 | Water Systems | Distribution | Energy Systems | Total | |||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| External sales | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Elimination of intersegment sales | $ | ( | |||||||||||||||||||||
| Total consolidated sales | $ | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | ||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of segment operating income to income before income taxes | |||||||||||||||||||||||
| Deferred intersegment profit | ( | ||||||||||||||||||||||
| Corporate general and administrative expenses | ( | ||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
| Foreign exchange expense, net | ( | ||||||||||||||||||||||
| Consolidated income before income taxes | $ | ||||||||||||||||||||||
24
| Six Months Ended June 30, 2024 | Water Systems | Distribution | Energy Systems | Total | |||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| External sales | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Elimination of intersegment sales | $ | ( | |||||||||||||||||||||
| Total consolidated sales | $ | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | ||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Segment operating income | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of segment operating income to income before income taxes | |||||||||||||||||||||||
| Deferred intersegment profit | ( | ||||||||||||||||||||||
| Corporate general and administrative expenses | ( | ||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
| Foreign exchange expense, net | ( | ||||||||||||||||||||||
| Consolidated income before income taxes | $ | ||||||||||||||||||||||
25
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| (In millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Water Systems | $ | $ | $ | $ | |||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| Energy Systems | |||||||||||||||||||||||
| Total segment depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||
| Water Systems | |||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| Energy Systems | |||||||||||||||||||||||
| Total segment capital expenditure | $ | $ | $ | $ | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Water Systems | $ | $ | |||||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| Energy Systems | |||||||||||||||||||||||
| Total segment assets | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total assets | $ | $ | |||||||||||||||||||||
Cash and property, plant and equipment are the major asset groups in “Corporate” of total assets for the quarters ended June 30, 2025 and June 30, 2024.
26
The following table disaggregates the Company's net sales from contracts with customers by segment:
| Second Quarter Ended | Six Months Ended | ||||||||||||||||||||||
| (In millions) | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Water Systems | |||||||||||||||||||||||
| External sales | |||||||||||||||||||||||
| United States & Canada | $ | $ | $ | $ | |||||||||||||||||||
| Latin America | |||||||||||||||||||||||
| Europe, Middle East & Africa | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| United States & Canada | |||||||||||||||||||||||
| Total sales | |||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| External sales | |||||||||||||||||||||||
| United States & Canada | |||||||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| Total sales | |||||||||||||||||||||||
| Energy Systems | |||||||||||||||||||||||
| External sales | |||||||||||||||||||||||
| United States & Canada | |||||||||||||||||||||||
| All other | |||||||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||
| Total sales | |||||||||||||||||||||||
| Intersegment Eliminations/Other | ( | ( | ( | ( | |||||||||||||||||||
| Consolidated | $ | $ | $ | $ | |||||||||||||||||||
15. SUBSEQUENT EVENT
In July 2025, the Company began the process of terminating the Franklin Electric Co,, Inc. Pension Plan by making lump sum payments of $59.9 million directly to eligible participants who elected that payment option. Additionally, the Company purchased a single premium group annuity contract from an independent insurance company, in which $30 million in future pension obligations were transferred to the insurance company to pay the outstanding accrued benefits to participants and beneficiaries of the plan.The annuity contract and lump sum payments do not exceed the assets of the plan, there will be no cash or asset contributions made by the Company. Management estimates that the Company will recognize a one-time non-cash pre-tax pension settlement charge of approximately $60 million in the fiscal third quarter of 2025 related to actuarial losses previously recorded in Accumulated Other Comprehensive Loss. The actual charge will depend on finalization of the actuarial and other assumptions. As a result of the plan’s over-funded status, remaining surplus plan assets are expected to be utilized to fund certain employer contributions associated with one of the Company's qualified 401(k) plans.
27
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for management’s discussion and analysis of its financial condition and results of operations. The following is management’s discussion and analysis of the Company's financial condition and results of operations for the second quarter and six months ended June 30, 2025 and 2024.
In the first quarter of 2025, the Company acquired Barnes de Colombia S.A. (Barnes), a leading manufacturer and distributor of industrial and commercial pumps based in Colombia. Also in the first quarter of 2025, the Company acquired PumpEng Pty Ltd ("PumpEng"), an Australia-based company that specializes in the design, manufacture and service of submersible pumps for the mining sector. Acquisitions contributed approximately $21.0 million of incremental net sales in the first six months of 2025. Refer to Note 2 in Item 1 of this Quarterly Report on Form 10-Q for additional information on the Barnes and PumpEng acquisitions.
The impact that the imposition of tariffs and changes to global trade policies will have on the Company's consolidated results of operations is uncertain. The Company expects tariffs on goods imported into the U.S. from Canada, Mexico, and China, and other countries upon which tariffs may be imposed, to continue to be met with retaliatory tariffs from those countries which would impact the Company's consolidated results of operations. The extent and duration of tariffs and the resulting impact on macroeconomic conditions and on the Company's business are uncertain and may depend on various factors, including negotiations between the U.S. and affected countries, retaliation imposed by other countries, tariff exemptions, negative sentiment toward U.S. companies and products, and availability of lower cost inputs that may be sourced domestically. The Company will continue to evaluate the nature and extent of the impact to its business and consolidated results of operations.
Second Quarter 2025 vs. 2024
OVERVIEW
Net sales in the second quarter and first six months of 2025 increased 8 percent and 4 percent, respectively, as compared to the prior-year periods. The sales increases were due to higher volumes, price realization, and the incremental sales impact from recent acquisitions, partially offset by the negative impact of foreign currency translation. The Company's consolidated gross profit was $211.8 million and $375.7 million, respectively, for the second quarter and first six months of 2025, increases of 6 percent and 3 percent, respectively, from the prior-year periods. Diluted earnings per share was $1.31 and $1.97, respectively, for the second quarter and first six months of 2025, increases of $0.05 and unchanged, respectively, from the prior-year periods.
RESULTS OF OPERATIONS
Net Sales
Net sales in the second quarter and first six months of 2025 were $587.4 million and $1.0 billion, respectively, and increased 8 percent and 4 percent, respectively, as compared to the prior-year periods. Sales were negatively impacted by changes in foreign exchange rates, partly due to the strengthening of the U.S. Dollar relative to the Argentine Peso and Turkish Lira. However, the Company increases prices in the local currency to offset the impact of currency devaluation in the Argentina and Turkey hyperinflationary economies. As a result, the net negative impact of foreign currency exchange rates on net sales was less than 1 percent in the second quarter and 1 percent in the first six months of 2025 compared to the same period in the prior year.
| Net Sales | |||||||||||||||||
| (In millions) | Q2 2025 | Q2 2024 | 2025 v 2024 | ||||||||||||||
| Water Systems | $ | 340.8 | $ | 315.6 | $ | 25.2 | |||||||||||
| Energy Systems | 77.5 | 73.1 | 4.4 | ||||||||||||||
| Distribution | 200.0 | 190.5 | 9.5 | ||||||||||||||
| Eliminations/Other | (30.9) | (35.9) | 5.0 | ||||||||||||||
| Consolidated | $ | 587.4 | $ | 543.3 | $ | 44.1 | |||||||||||
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| Net Sales | |||||||||||||||||
| (In millions) | YTD June 30, 2025 | YTD June 30, 2024 | 2025 v 2024 | ||||||||||||||
| Water Systems | 628.1 | 602.2 | $ | 25.9 | |||||||||||||
| Energy Systems | 144.3 | 135.2 | 9.1 | ||||||||||||||
| Distribution | 341.9 | 337.5 | 4.4 | ||||||||||||||
| Eliminations/Other | (71.6) | (70.7) | (0.9) | ||||||||||||||
| Consolidated | $ | 1,042.7 | $ | 1,004.2 | $ | 38.5 | |||||||||||
Net Sales-Water Systems
Water Systems net sales increased 8 percent in the second quarter and 4 percent in the first six months of 2025, as compared to the prior-year periods. The sales growth in the second quarter and the first six months of 2025 was due to incremental sales impact from recent acquisitions of approximately 5 percent and 3 percent, respectively, favorable volumes, and price realization. These increases were partially offset by the negative impact from foreign exchange rates. Sales decreased less than 1 percent in the second quarter and approximately 1 percent in the first six months of 2025 due to the negative impact from foreign exchange rates, as compared to prior-year periods.
Water Systems net sales in the U.S. and Canada increased 5 percent in the second quarter and 4 percent in the first six months of 2025, as compared to the prior-year periods. In the second quarter of 2025, sales of large dewatering equipment increased 20 percent, sales of water treatment products increased 7 percent, sales of all other surface pumping equipment increased 2 percent and sales of groundwater pumping equipment decreased 4 percent compared to 2024. In the first six months of 2025, sales of large dewatering equipment increased 7 percent, sales of water treatment products increased 7 percent, sales of groundwater pumping equipment increased 1 percent and sales of all other surface pumping equipment decreased 2 percent compared to 2024.
Water Systems net sales in markets outside the U.S. and Canada increased 12 percent in the second quarter and 5 percent in the first six months of 2025, as compared to the prior-year periods. The sales growth in the second quarter and the first six months of 2025 was to due incremental sales impact from recent acquisitions of 11 percent and 8 percent, respectively. Sales decreased 1 percent in the second quarter and 3 percent in the first six months of 2025 due to the negative impact from foreign exchange rates, as compared to prior-year periods, while sales increased 11 percent and 8 percent, respectively, compared to prior-year periods due to the incremental sales impact from recent acquisitions. Excluding the impact of foreign currency translation and acquisitions, in both the second quarter and first six months of 2025, sales growth in the Latin America and Asia Pacific regions was partly offset by sales declines in the European region.
Net Sales-Energy Systems
Energy Systems net sales increased 6 percent in the second quarter and 7 percent in the first six months of 2025, as compared to the prior-year periods. This sales increase was primarily due to price realization and favorable volumes.
Energy Systems net sales in the U.S. and Canada increased 6 percent in the second quarter and 8 percent in the first six months of 2025, as compared to the prior-year periods. The increase was primarily in fuel management systems and pumping systems. Outside the U.S. and Canada, Energy Systems sales increased 14 percent in the second quarter and 3 percent in the first six months of 2025, as compared to the prior-year periods, due primarily to sales growth in the Asia Pacific region.
Net Sales - Distribution
Distribution net sales increased 5 percent in the second quarter and 1 percent in the first six months of 2025, as compared to the prior-year periods. The Distribution segment sales increased due to favorable volumes partly offset by the negative impact of commodity pricing declines.
Gross Profit and Expenses Ratios
| Three Months Ended June 30, | |||||||||||||||||||||||
| (In millions) | 2025 | % of Net Sales | 2024 | % of Net Sales | |||||||||||||||||||
| Gross Profit | $ | 211.8 | 36.1 | % | $ | 199.8 | 36.8 | % | |||||||||||||||
| Selling, General and Administrative Expense | 123.5 | 21.0 | % | 120.6 | 22.2 | % | |||||||||||||||||
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| Six Months Ended June 30, | |||||||||||||||||||||||
| (In millions) | 2025 | % of Net Sales | 2024 | % of Net Sales | |||||||||||||||||||
| Gross Profit | $ | 375.7 | 36.0 | % | $ | 363.4 | 36.2 | % | |||||||||||||||
| Selling, General and Administrative Expense | 243.2 | 23.3 | % | 236.3 | 23.5 | % | |||||||||||||||||
Gross Profit
The gross profit margin ratio was 36.1 percent and 36.0 percent in the second quarter and first six months of 2025, respectively, and 36.8 percent and 36.2 percent in the second quarter and first six months of 2024, respectively. The gross profit margin was unfavorably impacted in the second quarter and first six months of 2025 by Water Systems which was impacted by an unfavorable product and geographic sales mix shift.
Selling, General, and Administrative ("SG&A")
SG&A expenses were $123.5 million in the second quarter and $243.2 million in the first six months of 2025 compared to $120.6 million in the second quarter and $236.3 million in the first six months of 2024. SG&A expenses increased in the second quarter and first six months of 2025 primarily due higher employee compensation costs, including incremental expenses associated with the Company’s executive leadership transitions, and the incremental expense impact of recent acquisitions. The SG&A expenses ratio was 21.0 percent and 23.3 percent in the second quarter and first six months of 2025, respectively, and 22.2 percent and 23.5 percent in the second quarter and first six months of 2024, respectively.
Restructuring Expenses
There were $0.2 million and $0.3 million in restructuring expenses in the second quarter and first six months of 2025, compared to no restructuring expenses in the second quarter and first six months of 2024. Restructuring expenses were primarily from continued miscellaneous manufacturing realignment activities.
Operating Income
Operating income in the second quarter and first six months of 2025 was $88.1 million and $132.2 million, respectively, increases of 11 percent and 4 percent, respectively, as compared to the prior-year periods.
| Operating income (loss) | ||||||||||||||||||||
| (In millions) | Q2 2025 | Q2 2024 | 2025 v 2024 | |||||||||||||||||
| Water Systems | $ | 61.8 | $ | 62.3 | $ | (0.5) | ||||||||||||||
| Energy Systems | 29.1 | 26.0 | 3.1 | |||||||||||||||||
| Distribution | 16.1 | 9.8 | 6.3 | |||||||||||||||||
| Eliminations/Other | (18.9) | (19.0) | 0.1 | |||||||||||||||||
| Consolidated | $ | 88.1 | $ | 79.1 | $ | 9.0 | ||||||||||||||
| Operating income (loss) | ||||||||||||||||||||
| (In millions) | YTD June 30, 2025 | YTD June 30, 2024 | 2025 v 2024 | |||||||||||||||||
| Water Systems | 105.3 | 109.5 | $ | (4.2) | ||||||||||||||||
| Energy Systems | 51.0 | 44.8 | 6.2 | |||||||||||||||||
| Distribution | 18.2 | 11.7 | 6.5 | |||||||||||||||||
| Eliminations/Other | (42.3) | (38.9) | (3.4) | |||||||||||||||||
| Consolidated | $ | 132.2 | $ | 127.1 | $ | 5.1 | ||||||||||||||
Operating Income-Water Systems
Water Systems operating income in the second quarter and first six months of 2025 was $61.8 million and $105.3 million, respectively, decreases of $0.5 million and $4.2 million, respectively, as compared to the prior-year periods. The second quarter operating income margin was 18.1 percent, a decrease of 160 basis points from 19.7 percent in the second quarter of 2024. The first six months of 2025 operating income margin was 16.8 percent, a decrease of 140 basis points from 18.2 percent in the first six months of 2024. The decrease in operating income and margin was primarily due to incremental expenses associated with recent acquisitions and an unfavorable product and geographic sales mix shift.
30
Operating Income-Energy Systems
Energy Systems operating income in the second quarter and first six months of 2025 was $29.1 million and $51.0 million, respectively, increases of $3.1 million and $6.2 million, respectively, as compared to the prior-year periods. The increases were primarily due to higher sales. The second quarter operating income margin was 37.5 percent, an increase of 190 basis points from 35.6 percent in the second quarter of 2024. The first six months of 2025 operating income margin was 35.3 percent, an increase of 220 basis points from 33.1 percent in the first six months of 2024. Operating income margin increased primarily due to price realization, cost management, and a favorable product sales mix shift.
Operating Income-Distribution
Distribution operating income in the second quarter and first six months of 2025 was $16.1 million and $18.2 million, respectively, increases of $6.3 million and $6.5 million, respectively, as compared to the prior-year periods. The second quarter operating income margin was 8.1 percent, an increase of 300 basis points from 5.1 percent in the second quarter of 2024. The first six months of 2025 operating income margin was 5.3 percent, an increase of 180 basis points from 3.5 percent in the first six months of 2024. Operating income and operating income margins increased primarily due to higher sales and reduced SG&A expenses as a result of cost actions implemented in 2024 to improve the performance of the segment.
Operating Income-Eliminations/Other
Operating income-Eliminations/Other is composed primarily of intersegment sales and profit eliminations and unallocated general and administrative expenses. The intersegment profit elimination impact in the second quarter and first six months of 2025 compared to the prior-year periods of 2024 was a favorable $2.0 million and $0.7 million, respectively. The intersegment elimination of operating income effectively defers the operating income on sales from Water Systems to Distribution in the consolidated financial results until such time as the transferred product is sold from the Distribution segment to its end third party customer. General and administrative expenses increased $1.9 million and $4.1 million, respectively, compared to the prior-year periods, primarily due to higher employee compensation costs, including incremental expenses associated with the Company’s executive leadership transitions.
Interest Expense
Interest expense was $2.8 million and $4.6 million in the second quarter and first six months of 2025, respectively, and $2.0 million and $3.4 million in the second quarter and first six months of 2024, respectively. The increases in the second quarter and first six months of 2025 were primarily driven by higher average amount of outstanding debt.
Other Income, Net
Other income / Expense, net was a net loss of $(0.2) million and a net gain of $0.7 million in the second quarter and first six months of 2025, respectively, and net gains of $0.2 million and $0.9 million in the second quarter and first six months of 2024, respectively.
Foreign Exchange
Foreign currency-based transactions produced an expense of $4.5 million and $5.8 million in the second quarter and first six months of 2025, respectively, and an expense of $0.4 million and $5.3 million in the second quarter and first six months of 2024, respectively. The results in the second quarters and first six months of 2025 and 2024 are primarily due to transaction losses associated with the Argentine Peso and Turkish Lira relative to the U.S. dollar The Company reports the results of its subsidiaries in Argentina and Turkey using highly inflationary accounting, which requires that the functional currency of the entity be changed to the reporting currency of its parent.
Income Taxes
The provision for income taxes in the second quarter and first six months of 2025 was $20.1 million and $30.5 million, respectively, and $17.6 million and $26.8 million in the second quarter and first six months of 2024, respectively. The effective tax rate for both the second quarter and first six months of 2025 was 24.9 percent, and 22.9 percent and 22.5 percent in the second quarter and the first six months of 2024, respectively. The increase in the effective tax rate was due to mix of foreign earnings taxed at rates different than the U.S. statutory rate, a decreased benefit in the U.S. foreign-derived intangible income (FDII) provision related to a prior year prepayment of inventory from foreign subsidiaries, and less favorable discrete events in 2025, primarily related to excess tax benefits from share-based compensation.
Net Income
Net income in the second quarter and first six months of 2025 was $60.6 million and $91.9 million, respectively, and $59.3 million and $92.4 million in the second quarter and first six months of 2024, respectively. Net income attributable to Franklin Electric Co., Inc. in the second quarter and first six months of 2025 was $60.1 million and $91.1 million, respectively, or $1.31 and $1.97 per diluted share. Net income attributable to Franklin Electric Co., Inc. in the second quarter and first six months of 2024 was $59.1 million and $92.1 million, respectively, or $1.26 and $1.97 per diluted share.
31
CAPITAL RESOURCES AND LIQUIDITY
Sources of Liquidity
The Company's primary sources of liquidity are cash on hand, cash flows from operations, revolving credit agreements, and long-term debt funds available. The Company believes its capital resources and liquidity position at June 30, 2025 is adequate to meet projected needs for the foreseeable future. The Company expects that ongoing requirements for operations, capital expenditures, pension obligations, dividends, share repurchases, and debt service will be adequately funded from cash on hand, operations, and existing credit agreements.
As of June 30, 2025, the Company had a $350.0 million revolving credit facility. The facility is scheduled to mature on May 14, 2030. As of June 30, 2025, the Company had $159.4 million borrowing capacity under its credit agreement as $4.6 million in letters of commercial and standby letters of credit were outstanding and undrawn and $186.0 million revolver borrowings were drawn or outstanding.
In addition, the Company maintains an uncommitted and unsecured private shelf agreement with NYL Investors LLC, an affiliate of New York Life, and each of the undersigned holders of Notes (the "New York Life Agreement") with a remaining borrowing capacity on the New York Life Agreement was $175.0 million as of June 30, 2025. The maturity date of the agreement is May 15, 2027.
The Company also has other long-term debt borrowings outstanding as of June 30, 2025. See Note 6 - Debt included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for additional information regarding these obligations and future maturities as well as Note 5 - Debt of this current quarterly report for changes to these agreements since December 31, 2024.
At June 30, 2025, the Company had $97.6 million of cash and cash equivalents held in foreign jurisdictions, which is intended to be used to fund foreign operations. There is currently no need or intent to repatriate the majority of these funds in order to meet domestic funding obligations or scheduled cash distributions.
Cash Flows
The following table summarizes significant sources and uses of cash and cash equivalents for the first six months of 2025 and 2024.
| (In millions) | 2025 | 2024 | ||||||||||||
| Net cash flows from operating activities | $ | 32.0 | $ | 35.0 | ||||||||||
| Net cash flows from investing activities | (127.3) | (20.2) | ||||||||||||
| Net cash flows from financing activities | (22.1) | (38.7) | ||||||||||||
| Impact of exchange rates on cash and cash equivalents | 1.5 | (3.0) | ||||||||||||
| Change in cash and cash equivalents | $ | (115.9) | $ | (26.9) | ||||||||||
Cash Flows from Operating Activities
2025 vs. 2024
Net cash provided by operating activities was $32.0 million for the six months ended June 30, 2025 compared to $35.0 million used by operating activities for the six months ended June 30, 2024. The change in operating cash flow was primarily attributable to changes in working capital.
Cash Flows from Investing Activities
2025 vs. 2024
Net cash used in investing activities was $127.3 million for the six months ended June 30, 2025 compared to $20.2 million used in investing activities for the six months ended June 30, 2024. The change in investing cash flow was primarily attributable to the Barnes and PumpEng acquisitions in the first six months of 2025.
Cash Flows from Financing Activities
2025 vs. 2024
Net cash used in financing activities was $22.1 million for the six months ended June 30, 2025 compared to $38.7 million used in financing activities for the six months ended June 30, 2024. The change in financing cash flow was primarily due to higher net borrowings under the Company's credit facility in 2025 compared to 2024, partially offset by increased repurchases of Company stock.
32
FACTORS THAT MAY AFFECT FUTURE RESULTS
This quarterly report on Form 10-Q contains certain forward-looking information, such as statements about the Company’s financial goals, acquisition strategies, financial expectations including anticipated revenue or expense levels, business prospects, market positioning, product development, manufacturing re-alignment, capital expenditures, tax benefits and expenses, and the effect of contingencies or changes in accounting policies. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” While the Company believes that the assumptions underlying such forward-looking statements are reasonable based on present conditions, forward-looking statements made by the Company involve risks and uncertainties and are not guarantees of future performance. Actual results may differ materially from those forward-looking statements as a result of various factors, including regional or general economic and currency conditions, various conditions specific to the Company’s business and industry, new housing starts, weather conditions, epidemics and pandemics, market demand, competitive factors, changes in distribution channels, supply constraints, effect of price increases, raw material costs and availability, technology factors, integration of acquisitions, litigation, government and regulatory actions, changes in tariffs or the impact of any such changes on the Company's financial results, the Company’s accounting policies, and other risks, all as described in the Company's Securities and Exchange Commission filings, included in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in Exhibit 99.1 thereto. Any forward-looking statements included in this Form 10-Q are based upon information presently available. The Company does not assume any obligation to update any forward-looking information, except as required by law.
33
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in the Company's exposure to market risk during the second quarter ended June 30, 2025. For additional information, refer to Part II, Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rules 13a-15. Based upon that evaluation, the Company's Chief Executive Officer and the Company's Chief Financial Officer concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective.
There have been no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 under the Exchange Act during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.
34
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is defending various claims and legal actions which have arisen in the ordinary course of business. For a description of the Company's material legal proceedings, refer to Note 6 - Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, "Notes to Condensed Consolidated Financial Statements (Unaudited)," of this Quarterly Report on Form 10-Q, which is incorporated into this Item 1 by reference. In the opinion of management, based on current knowledge of the facts and after discussion with counsel, other claims and legal actions can be defended or resolved without a material effect on the Company’s financial position, results of operations, and net cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes to the Company's risk factors as set forth in the annual report on Form 10-K for the fiscal year ended December 31, 2024, other than as set forth below.
Changes in foreign trade policies and other factors beyond our control may adversely impact our business and financial performance.
The U.S. government recently implemented significant trade policy and tariff actions, including but not limited to tariffs on imported steel and aluminum products, multiple tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, and baseline tariffs on most imports from most other countries. These actions have increased the cost of certain raw materials and components and created significant uncertainty and potential risks for our business. Certain countries have announced retaliatory tariffs in response to such actions. The U.S. government or other foreign governments may in the future propose and implement additional changes to international trade agreements, tariffs, taxes, and other government rules and regulations and, if initiated, retaliatory tariffs or other actions may be taken by certain governments. While the future financial impact of these actions and potential additional tariff actions and retaliatory actions by the U.S. or other countries remain unknown, the impacts could have a material adverse effect on our financial statements in any particular reporting period.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Repurchases of Equity Securities
In April 2007, the Company's Board of Directors approved a plan to increase the number of shares remaining for repurchase from 628,692 to 2,300,000 shares. There is no expiration date for this plan. On August 3, 2015, the Company's Board of Directors approved a plan to increase the number of shares remaining for repurchase by an additional 3,000,000 shares. The authorization was in addition to the 535,107 shares that remained available for repurchase as of July 31, 2015. In February 2023, the Company’s Board of Directors approved a plan to increase the number of shares remaining for repurchase by an additional 1,000,000 shares. The authorization was in addition to the 215,872 shares that remained available for repurchase as of February 16, 2023. In October 2024, the Company’s Board of Directors approved a plan to increase the number of shares remaining for repurchase by an additional 1,000,000 shares. In June 2025, the Company's Board of Directors approved a plan to increase the number of shares remaining for repurchase by an additional 1,200,000 shares. The authorization was in addition to the 1,126,635 shares that remained available for repurchase as of June 9, 2025. The Company repurchased 1,384,849 shares for approximately $120.3 million under the plan during the second quarter of 2025. The maximum number of shares that may still be purchased under this plan as of June 30, 2025 is 1,126,635.
| Period | Total Number of Shares Repurchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Maximum Number of Shares that may yet to be Repurchased | ||||||||||||||||||||||
| April 1 - April 30 | 143,891 | $ | 87.93 | 143,891 | 1,167,593 | |||||||||||||||||||||
| May 1 - May 31 | 40,958 | $ | 86.34 | 40,958 | 1,126,635 | |||||||||||||||||||||
| June 1 - June 30 | 1,200,000 | $ | 86.78 | 1,200,000 | 1,126,635 | |||||||||||||||||||||
| Total | 1,384,849 | $ | 86.89 | 1,384,849 | 1,126,635 | |||||||||||||||||||||
ITEM 5. OTHER INFORMATION
35
ITEM 6. EXHIBITS
| Number | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 10.4 | |||||
| 10.5 | |||||
| 10.6 | |||||
| 10.7 | |||||
| 10.8 | |||||
| 10.9 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The following financial information from Franklin Electric Co., Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) Condensed Consolidated Statements of Income for the second quarters and six months ended June 30, 2025 and 2024 (ii) Condensed Consolidated Statements of Comprehensive Income/(Loss) for the second quarter and six months ended June 30, 2025 and 2024, (iii) Condensed Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024, (iv) Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2025 and 2024, and (v) Notes to Condensed Consolidated Financial Statements (filed herewith) | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
*Management Contract, Compensatory Plan or Arrangement
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FRANKLIN ELECTRIC CO., INC. | |||||||||||
| Registrant | |||||||||||
Date: July 31, 2025 | By | /s/ Joseph A. Ruzynski | |||||||||
Joseph A. Ruzynski, Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Date: July 31, 2025 | By | /s/ Jennifer A. Wolfenbarger | |||||||||
Jennifer A. Wolfenbarger, Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
37
EXHIBIT 10.3
April 23, 2025
Gregg C. Sengstack
[Address]*
[Email address]*
Re: Retirement and Consulting Agreement
Dear Gregg:
This letter when signed by you, will constitute the full agreement between you and Franklin Electric Co., Inc. (“the Company” or “Franklin Electric”) on the terms of your retirement from employment and provision of transition services as a consultant to the Company (this “Agreement”).
1.Retirement; Payments and Benefits through the Separation Date. You hereby retire from each and every employment office and other position you hold with the Company and any parent, subsidiary and affiliate of the Company (collectively, the “Company Group”), effective as of the date you execute this Agreement (“Separation Date”), other than your position as a member of the Board of Directors of Franklin Electric (the “Board”). As a member of the Board, you will be entitled to receive Board and committee fees generally available to non-employee directors in accordance with the applicable director compensation program as adopted and effective from time to time. You shall receive your base salary and benefits through the Separation Date, after which all compensation and benefits that you received in connection with your employment shall cease as of the Separation Date, except as specifically set forth in this Agreement. You shall not be entitled to any vacation accrual, so no payment will be made in respect of accrued vacation. You shall remain eligible to participate in the Company’s retirement and retiree benefit plans and programs in which you currently participate, subject to the terms, conditions, and limitations of such plans, and to the Company’s right to terminate, modify, amend, or discontinue any such plan in its sole discretion. For the avoidance of doubt, this Agreement does not affect any existing vested rights that you may have in any Company deferred compensation, pension, retirement and/or 401(k) plans. You will receive, under separate cover, a list of all such current plans in effect and applicable to you as of the Separation Date and information regarding your general rights and options, if any, under any such plans, consistent with the Company’s standard practice for exiting employees, as well as a current report of your outstanding equity incentive awards received in connection with your employment (such outstanding equity awards, the “Outstanding Equity Awards”). The Company has separately provided you with the (i) Benefits Summary Related to Termination of Employment and (ii) an equity closing statement. You will have until June 1, 2025 to make any election that is required to be made prior to the Separation Date to receive a retirement benefit for which you or your spouse is otherwise eligible. The Company believes that such statements are correct and complete. Should any errors or incompleteness in such statements be subsequently discovered, the Company will make good faith efforts to correct such errors and make any necessary adjustments in the benefits provided or the equity set forth in the Closing Statement.
2.Consideration. Subject to your timely execution and delivery of this Agreement to the Company, and provided that you do not revoke this Agreement as provided herein, in consideration of your acceptance of this Agreement and compliance herewith, you will be entitled to the following:
(a)Payment of an amount, if any, equal to the prorated portion of your current base salary for the period from the Separation Date through and including April 30, 2025, less applicable withholdings and deductions (the “Special Payment”). The Special Payment will be paid in one lump sum cash payment on the next regularly scheduled payroll cycle following April 30, 2025.
(b)In addition, you will be eligible to earn an annual bonus for 2025, based upon the Company’s actual achievement of performance goals under the Executive Officer Annual Incentive Cash Bonus Program for fiscal year 2025 (“2025 Bonus”), subject to the same terms and conditions as applicable to the other Company executive officers participating in the program. Any 2025 Bonus shall be calculated using a base salary amount of $316,666 and a target of 115% of such base salary. The target percentage achieved will be the same as that of the Company’s current Chief Executive Officer. At 100% achievement of target, the 2025
* Personal information redacted
Bonus would be $364,170. Any amounts payable in respect of the 2025 Bonus shall be paid at the same time as bonuses are paid to other similarly situated employees, but in no event later than March 15, 2026.
(c)A grant of restricted stock with a value of $750,000 as equity compensation for your service to the Company as an employee for 2025, subject to the terms and conditions, including vesting and forfeiture provisions set forth in that certain Franklin Electric Co., Inc. Amended and Restated 2017 Stock Plan Restricted Stock Award Agreement between you and the Company, dated as of the Effective Date (the “Award Agreement”), the form of which is attached hereto as Schedule I.
(d)Your retirement on the Separation Date shall be considered a “qualifying event” for purposes of triggering your right to continue your group health and dental insurance pursuant to federal law (commonly referred to as “COBRA”). However, as additional consideration for your acceptance of this Agreement and compliance herewith, during the eighteen-month period following your Separation Date, the Company will provide to you reimbursement of that portion of the monthly COBRA premium paid by the Company for you and/or your eligible dependents, in the same amount as the Company pays for active employees. Such amounts will be reimbursed within 30 days from the date when you timely remit the premium payment and will be subject to applicable withholdings and deductions. You will receive, under separate cover, information regarding your rights to such continuation coverage.
(e)The Outstanding Equity Awards will continue in accordance with their express terms, unmodified by the terms of this Agreement including the acceleration of vesting of any such awards upon your retirement as an employee of the Company consistent with the terms of the underlying award agreements.
(f)Notwithstanding the terms of your prior employment agreement with the Company, the Board and the Management Organization and Compensation Committee of the Board approve your continued service as a director of Woodward Inc. and Allegion plc. Your service on any other public company board of directors shall be subject to the Corporate Governance Guidelines adopted and applicable from time to time to non-employee directors on the Board.
3.Consulting Arrangement. As additional consideration for entering into this Agreement, provided that this Agreement becomes effective in accordance with its terms, for the period from May 1, 2025 through and including April 30, 2027, unless terminated earlier as provided herein (the “Consulting Period”), you shall be engaged by the Company as an independent contractor to provide such consulting services to the Company as may be reasonably requested by either the lead independent director (the “Lead Independent Director”) of the Board or the current Chief Executive Officer of the Company including, without limitation, providing input and strategy with respect to potential mergers and acquisitions and the Company’s annual business plan (collectively such services, the "Services"). The Services you will be required to perform under this Agreement shall not exceed a total of 25 hours per month without your consent. The parties agree that the amount of time that you are expected to devote to the Services during the Consulting Period is such that your “separation from service” for purposes of Section 409A of the Internal Revenue Code, as amended, will occur on the Separation Date. You agree not to perform any acts for, or on behalf of, Franklin Electric other than those specified in this Agreement. Neither party shall have, nor shall it or he represent that it or he has, any right or authority, to assume, create, or incur any third-party liability or obligation of any kind, express or implied, against or in the name of or on behalf of the other party.
(a)Consulting Fee. As full and complete compensation for the Services, subject to the terms of this Agreement, Franklin Electric shall pay you the total amount of $250,000 for each fiscal year during the Consulting Period, which such amount shall be payable in equal monthly installments during each month of the Consulting Period (the “Consulting Fee”). The Company shall issue you an IRS Form 1099 with respect to the Consulting Fee. The Company shall not reimburse expenses incurred by you in the performance of the Services, unless such expense is approved in advance in writing by the Lead Independent Director or the Chief Executive Officer of the Company, and in no event shall you be reimbursed for overhead costs incurred in connection with providing the Services; provided, however, that any travel incurred by you under this Agreement with prior approval will be governed by the Company’s policy for travel that is applicable to Board members. Franklin Electric shall not withhold any taxes from the Consulting Fee and shall issue an IRS Form 1099 to you with respect to any payments made to you in connection with your performance of the Services.
(b)Relationship of the Parties. You acknowledge and agree that you will be providing the Services as an independent contractor and that this Agreement shall not create and shall not be construed to create a
relationship of principal and agent, joint venturers, co-partners, employer and employee, master and servant or any similar relationship between you and the Company. You shall bear sole responsibility for payment of any federal, state and local income tax withholding, social security taxes, and for obtaining and payment for workers’ compensation coverage, unemployment insurance, liability insurance, health and/or disability insurance, retirement benefits or other welfare or pension benefits, and/or other payments and expenses in connection with the provision of the Services and receipt of the Consulting Fee. You understand and agree that your performance of the Services does not make you eligible for, and you hereby waive, any claim to wages, health and insurance coverage, programs, or any other benefits provided to Company officers and employees other than as provided in this Agreement. Further, if, as a result of your actions or the actions of anyone acting on your behalf (such as seeking to establish your status as an employee with the Internal Revenue Service or similar state taxing authority), you or any of your agents are later determined to have been common-law employees of the Company for any purposes, such individual shall not be entitled to participate or receive benefits under any plan of the Company for any purpose. You agree to indemnify and hold harmless the Company from and against any and all damages, losses and expenses (including, without limitation, court costs and reasonable attorney’s fees), taxes, interest and/or penalties incurred by the Company to pay or provide any taxes, social security, unemployment insurance, workers’ compensation or coverage or benefits under any of its benefits plans, in connection with the consideration to be paid to you under this Agreement or similar items and in any way related to same.
(c)Termination of Consulting Period. Franklin Electric or you may terminate the Consulting Period for the convenience of either party upon at least five days’ prior written notice to the other party (the “Termination Notice”). The Consulting Period shall terminate automatically effective upon your death or your disability (as defined below) The effective date of termination of the Consulting Period is referred to herein, as the “Consulting Period Termination Date.” In addition, Franklin Electric may terminate the Consulting Period in the event of a default by you. For purposes of this Agreement, a default shall mean that you fail or refuse to perform the Services in any material respect or otherwise breach in any material respect any term of this Agreement, which breach is not cured to the reasonable satisfaction of the Company (to the extent curable) within twenty-one (21) days following written notice of such failure, refusal, breach or threatened breach, it being understood that a breach of any of Sections 7, 9, and/or 10 of this Agreement is not curable.
(d)Payments Upon Termination of the Consulting Period. Upon receipt of any Termination Notice, you shall discontinue Services on the Consulting Period Termination Date indicated therein and the Company shall, within 30 days of the Consulting Period Termination Date, pay you a pro-rated portion of the Consulting Fee through and including the Consulting Period Termination Date (a “Pro-Rata Termination Payment”). If the Consulting Period terminates for your convenience, due to your default or due to your death or disability, you (or your estate) shall be entitled to no further payments from the Company in respect of the Services other than the Pro-Rata Termination Payment. If the Company terminates the Consulting Period for its convenience, then the Company shall pay you, any previously unpaid portion of the Consulting Fee through and including April 30, 2027, which such payments shall be made consistent with the original payment schedule. For purposes of this Agreement, “disability” shall be defined as set forth in the Award Agreement.
(e)Obligations During the Consulting Period. You agree to abide by the policies, rules and regulations of Franklin Electric as in effect from time to time, and applicable to independent contractors of the Company, including, without limitation, its policy prohibiting harassment and discrimination.
(f)Intellectual Property Rights; Inventions and Works.
(i)Assignment of Intellectual Property Rights. Any and all Intellectual Property (as defined below) conceived, developed, or improved by you either solely or jointly with others, prior to, during, or within one (1) year after the end of the Consulting Period, whether or not such Intellectual Property was conceived, developed, or improved during the performance of the Services, or with the use of Franklin Electric's facilities, materials, or personnel, shall be disclosed in writing to Franklin Electric and be the exclusive property of Franklin Electric, and you hereby assign all right, title, and interest in the Intellectual Property to Franklin Electric, without royalty or other consideration, and you agree to deliver any tangible embodiments of the Intellectual Property to Franklin Electric upon request.
(ii)Works. All Works (as defined below) created by you shall remain exclusively the property of Franklin Electric, each such Work created by you is a "work made for hire" under the copyright law and Franklin Electric may file applications to register copyright in such Works as copyright owner
thereof. If, for any reason, a Work created by you is excluded from the definition of a "work made for hire" under the copyright law, then you hereby assign, sell and convey to Franklin Electric your entire rights, title and interest in and to such Work, including the copyright therein to Franklin Electric. You shall take whatever steps and do whatever acts Franklin Electric requests, including, without limitation, placement of proper copyright notice on works created by you to secure or aid in securing or maintaining copyright protection in such Works, and you shall assist Franklin Electric in filing applications to register claims of copyright in such Works.
(iii)Defined Terms.
(1)The term "Intellectual Property" shall include all Inventions and Works as those terms are defined herein, as well as all data, trade secrets, trademarks, service marks, trade names, domain names, user names, and passwords, made or obtained by you on behalf of Franklin Electric that are made in the course of or resulting from performing Services for Franklin Electric under this Agreement.
(2)The term "Works" means original works of authorship fixed in any tangible medium of expression by you in the course of or resulting from performing Services for Franklin Electric under this Agreement, including, without limitation, any portions of website, promotional material, marketing and branding material, software, source code, and any documentation.
(3)The term "Inventions" means inventions, discoveries, developments and innovations, whether patentable or not including, but not limited to, business methods, flow charts and computer program source code and object code, regardless of the medium in which it is fixed, as well as notes, drawings, memoranda, correspondence, records, notebooks, instructions, and text, apparatus, processes, methods, compositions of matter, techniques, and formulas, as well as related improvements or know-how, relating to any present or prospective product, process or service of Franklin Electric.
(g)Representations and Warranties. You represent that you are free to enter into this Agreement and that this engagement does not violate the terms of any agreement between you and any third party. Further, in rendering Services under this Agreement, you shall not utilize any invention, discovery, development, improvement, innovation, or trade secret which you do not have authority to use. During the Consulting Period, you shall devote as much of your productive time, energy and abilities to the performance of the Services hereunder as is necessary to perform the required duties in a timely and productive manner, but the Company shall have no right to direct the precise manner or times during which the Services are to be performed, except that it may establish deadlines for deliverables and require your attendance at certain meetings, from time to time. Subject to the foregoing, and to the terms of the Competition and Non-Compete Agreement between you and the Company, you are otherwise expressly free to perform services for other parties while performing the Services. Consistent with your status as an independent contractor, the Company will have the right to exercise broad, general supervision over the results to be derived from the Services and the date by which the Services will be completed, and will determine whether such Services were reasonably satisfactory to the Company.
4.General Release. In consideration of the payments and benefits provided to you in this Agreement, to which you are not otherwise entitled and the sufficiency of which you acknowledge, you, on behalf of yourself and your heirs, administrators, executors and assigns, and any other person or entity acting for or through you, hereby fully, finally and unconditionally release and forever discharge the Company and each of its parent, subsidiary and affiliated entities and each of their respective former and present officers, directors, shareholders, employees, trustees, fiduciaries, administrators, attorneys, consultants, agents, and other representatives, and all their respective predecessors, successors and assigns (collectively “Released Parties”), in their corporate, personal and representative capacities, from any and all obligations, rights, claims, damages, costs, attorneys’ fees, suits and demands, of any and every kind, nature and character, known or unknown, liquidated or unliquidated, absolute or contingent, in law and/or in equity, enforceable under any local, state or federal common law, constitution, statute or ordinance arising from or relating to your employment with the Company or the termination thereof (collectively, “Claims”), including without limitation, Claims: (i) of wrongful discharge or violation of public policy; (ii) of breach of contract, including, without limitation, under that certain Employment Agreement between you and the Company, originally dated as of December 7, 2000 (the “Employment Agreement”); (iii) of defamation or other torts; (iv) of harassment, retaliation or discrimination
under federal, state or local law (including, without limitation, claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (collectively, the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000(e), et seq, the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq., the Americans with Disabilities Act, as amended, 42 U.S.C. §12101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq., the Fair Credit Reporting Act, as amended, 15 U.S.C. § 1681 et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981 et seq., the Equal Pay Act, as amended, 29 U.S.C. § 206 et seq., the Worker Adjustment and Retraining Notification Act; the Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, the Indiana Civil Rights Law, the Indiana Age Discrimination Act, the Indiana Employment Discrimination Against Disabled Persons Act, the Indiana Equal Pay Law, the Indiana Occupational Safety and Health Act, the Indiana Bring Your Gun to Work Act, the Indiana Military Family Leave Act, all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; (v) for wages, bonuses, incentive compensation, commissions, stock, stock options, equity or equity-based compensation; vacation pay, paid time off, or any other compensation or benefits, or otherwise; and (vi) for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.
The identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner; provided, however, that this release shall not (i) limit or affect your rights under this Agreement, the Award Agreement or the agreements governing the Outstanding Equity Awards, (ii) limit or affect your rights to any vested benefits, such as pension or retirement benefits, including under any Company 401(k) plan, the rights to which are governed by the terms of the applicable plan documents, or your rights under the agreements governing the Outstanding Equity Awards, (iii) prohibit you from bringing a Claim against the Company for any acts, occurrences, matters or circumstances that first arise or occur after the date that you sign this Agreement, including but not limited to any claims for breach(es) of this Agreement, (iv) be construed or interpreted to preclude or in any way limit or restrict your right to challenge the waiver and release of claims under the ADEA contained in this Agreement on the grounds that they were not knowing and voluntary, (v) limit or affect your rights as a shareholder of the Company, (vi) limit your actions or affect your duties and obligations as a member of the Board, (vii) limit or affect your rights in any way to defense, advancement and/or indemnification by the Company in connection with your prior services to the Company, whether as a current or former employee or officer of the Company or member of the Board, under all applicable statutes, insurance policies, Company bylaws, contractual agreements or other applicable documents, and/or (viii) release any Claims that cannot be released by applicable law, including, without limitation any claim for unemployment insurance, or claims for workers’ compensation benefits relating to occupational injury or illness.
(a)You acknowledge and represent that, except as expressly provided in this Agreement, the Award Agreement and the agreements governing the Outstanding Equity Awards, the Company has paid or provided all salary, wages, bonuses, vacation/paid time off, premiums, leaves, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, equity or equity-based compensation, vesting, and any and all other benefits and compensation due to you through the date you sign this Agreement. You expressly waive all rights you might have under any law that is intended to protect you from waiving unknown claims. You further acknowledge and agree that you have not made any claims or allegations to the Company related to discrimination, retaliation, or harassment and that the Consideration is not being paid to you in connection with any alleged discrimination, retaliation, or harassment. Further, you acknowledge and agree that you have not suffered any job-related wrongs or injuries for which you might still be entitled to compensation or relief, such as an injury for which you might receive a workers' compensation award in the future.
(b)Subject to applicable law, you also warrant on behalf of yourself and any other person or entity acting for or through you, that you have not filed or sued and will not sue or file any actions against the Company or any of the Releasees with respect to Claims covered by the foregoing release. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party.
5.Notice of Immunity Under Defend Trade Secrets Act. You understand that pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is
made under seal. You further understand that, pursuant to 18 U.S.C § 1833(b)(2), if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you (1) file any document containing the trade secret under seal pursuant to court order; and (2) do not disclose the trade secret, except pursuant to court order.
6.Permitted Activities. This Agreement does not prevent you from filing an administrative charge, making a report, or participating in an investigation before any governmental agency charged with enforcement of any law, including, but not limited to, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Department of Justice or any other federal, state or local law enforcement agency, governmental agency or commission (collectively, a “Governmental Entity”), including making reports of possible violations of federal law or regulation to any Governmental Entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful; provided, however, that by signing this Agreement, you waive any right to reinstatement, recovery of monetary damages (other than any financial incentives for which you may be eligible in connection with making a report or disclosure to a Governmental Entity pursuant to any whistleblower provisions of any federal, state or local law or regulation), attorneys’ fees, or other individual relief in connection with any such charge or investigation whether filed by you or any other person. No prior authorization to make any such report or disclosure is required and you are not required to notify the Company that you made such reports or disclosures. You may not, however, waive (and no action or disclosure by you shall be deemed to waive) the Company’s attorney-client privilege. The activities described in this Section, may be referred to hereinafter, collectively, as the “Permitted Activities.”
7.Confidential Information. You acknowledge that you have been and will be granted access to, certain trade secrets as well as other confidential and proprietary information which Franklin Electric has acquired at great effort and expense. The term "Confidential Information," as used in this Agreement, includes without limitation (a) trade secrets, including all writings, notes, studies and reports prepared, compiled or acquired by Contractor during the Consulting Period; (b) customer information; (c) pricing policies or information; (d) marketing techniques, plans, and projections; (e) documentation of business plans and opportunities; (g) financial statements, tax returns, payroll records, and related work papers or other financial information; (h) information relating to any special products and services that Franklin Electric may offer or provide to its clients from time to time; (i) information concerning special requirements of customers (e.g., contact person's name, preferences, etc.), (j) information concerning Franklin Electric's contracts with its customers, especially the renewal dates of such contracts and information obtained through the application process (e.g., information gathered by Franklin Electric and recorded on application forms), (k) accounts receivable lists, (l) sources of Franklin Electric's business, (m) any specifics concerning contractual arrangements with customers, and (n) any data or information maintained or compiled in any form, including information contained in electronic format, that is not generally known to the public.
(i)Exceptions. Notwithstanding the foregoing, the following does not constitute Confidential Information: (a) information which is or becomes generally available to the public, other than as a result of a disclosure or other act by you or your agents; (b) information that you can show to have been already known to you on a non-confidential basis prior to being furnished with it by Franklin Electric; and (c) information which becomes available to you on a non-confidential basis from a third party provided that such third party was not subject to any prohibition against transmitting the information to you.
(ii)Unauthorized Use and Disclosure. You shall not use, disclose to third parties, or otherwise misappropriate, any Confidential Information or trade secrets of Franklin Electric. You recognize that the penalties for the misappropriation of the Confidential Information or trade secrets may include disgorgement of profits, payment of royalties, compensatory damages, punitive damages, and attorneys' fees. You understand that after the termination of your employment and the Consulting Period, you will continue to be prohibited at any time thereafter from misappropriation, use or disclosure of any Confidential Information or trade secrets of Franklin Electric. You agree that all such Confidential Information is and shall remain the sole and exclusive property of Franklin Electric. Except as may be expressly authorized by Franklin Electric in writing, or as may be required by law after providing due notice thereof to Franklin Electric, you shall not disclose, or cause any other person or entity to disclose, any Confidential Information to any third-party for as long thereafter as such information remains confidential (or as limited by applicable law) and shall
not make use of any such Confidential Information for your own purposes or for the benefit of any other entity or person. The parties acknowledge that Confidential Information shall not include any information that is otherwise made public through no fault of you or other wrongdoing.
8.Company Property. All records, files, charts, documents, emails, equipment, and similar items relating to Franklin Electric's business and any other proprietary data or objects that you prepared or received prior to or during the Consulting Period shall remain Franklin Electric's sole and exclusive property. Upon the termination of the Consulting Period, and at any other time as requested by Franklin Electric, you agree to return immediately all property of Franklin Electric. At any time during or after the termination of the Consulting Period, you shall not remove, copy, or use any of Franklin Electric's information for personal benefit or the benefit of any other person or business entity. However, as long as you remain a member of the Board, this Section shall not apply to any Company property provided to you in your capacity as a member of the Board.
9.Non-Competition and Non-Solicitation
(a)The Company. The Company is a manufacturer and seller of components and systems for the movement of water and automotive fuels in residential, commercial, agricultural, industrial, municipal, and fueling applications.
(b)Your Job Duties. You agree that your job duties during your tenure with the Company included the overall management of all facets of the Company and its business, including strategic counseling and partnering with the Company’s business units.
(c)Your Obligations. During the Consulting Period and for twelve months following the later of the termination of Consulting Period or the termination of your service as a Director of the Company:
(i)Non-Competition. You agree that you will not perform the same or substantially the same job duties on behalf of or for the benefit of a Direct Competitor of the Company. For purposes of this Agreement, a “Direct Competitor” is defined to include the following: Lorentz, Pentair, Grundfos, Xylem, Cornell, Vontier, Dover, Preferred Pump, Zoeller, and Liberty, and their respective affiliates and successors and assigns. You agree that your employment with a Direct Competitor in a similar role would put the Company at a competitive disadvantage and that the restrictions in this Section are necessary to protect the goodwill of the Company, prevent unfair competition and the disclosure of the Company’s trade secrets and confidential information.
(ii)Non-Solicitation. You agree that you will not directly or indirectly, individually or on behalf of any person or entity, solicit or induce, or assist in any manner in the solicitation or inducement of: (i) employees of the Company, to leave their employment with the Company (this restriction is limited to employees with whom you have had contact for the purpose of performing your job duties and responsibilities); (ii) customers of the Company to purchase from another person or entity products and services that compete with those offered and provided by the Company or any member of the Company Group (“Competitive Products”) (this restriction is limited to customers with whom you have contact through performance of your job duties and responsibilities or through otherwise performing services on behalf of the Company or about whom you learned Confidential Information as a result of your employment with the Company); or (iii) suppliers of the Company to supply another person or entity providing Competitive Products to the exclusion or detriment of the Company (this restriction is limited to suppliers with whom you have had contact through performance of your job duties and responsibilities or through otherwise performing services on behalf of the Company.)
(d)Reasonableness. You hereby acknowledge and agree that: (i) the restrictions provided in this section are reasonable in time and scope in light of the necessity for the protection of the business and good will of the Company and the consideration provided to you under this Agreement; (ii) your ability to work and earn a living will not be unreasonably restrained by the application of these restrictions; and (iii) the restrictive covenants set forth in this Agreement are supplementary to, and not in replacement of, existing restrictive covenants contained in other agreements to which you are party in favor of the Company or another member of the Company Group including, without limitation, that certain Competition and Non-Compete Agreement which remains in full force and effect in accordance with its terms. Notwithstanding the foregoing, if one or more of the provisions of this Section 9 shall for any reason be held to be excessively broad as to scope,
activity or subject matter so as to be unenforceable at law, such provision(s) shall be construed and reformed by the court by limiting and reducing it (or them), so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.
(e)Remedies. You also recognize and agree that should you fail to comply with the restrictions set forth above regarding Confidentiality, Non-Competition and/or Non-Solicitation, which restrictions you recognize are vital to the success of the Company’s business, the Company would suffer substantial damage for which there is no adequate remedy at law due to the impossibility of ascertaining exact money damages. Therefore, you agree that in the event of the breach or threatened breach by you of any provision of Section 7 and/or Section 9 of this Agreement, the Company shall be entitled, in addition to any other rights or remedies available to it, to immediate temporary, preliminary and permanent injunctive relief. In the event you breach any of the provisions of Section 7 and/or Section 9 this Agreement, , you acknowledge and agree that such post-termination restriction shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation. Further, in event of a breach or threatened breach of any of the foregoing, the Company shall be entitled to discontinue any payments to you or on your behalf, or the provision of any benefit under this Agreement and shall be entitled to recoup any payments previously made to you, to the extent permitted by law. The termination and/or return of such payments in the event of your breach will not affect your continuing obligations to the Company, or your release of Claims under, this Agreement. The remedies herein provided shall be cumulative and no single remedy shall be construed as exclusive of any other or of any remedy provided at law and equity.
10.Non-disparagement. You agree that, to the fullest extent permitted by applicable law, neither you, nor anyone acting on your behalf, at your direction, or with your encouragement, assistance or participation will make any statements, take any action, or engage in any conduct that disparages, libels, slanders, or defames any of the Company, its products, services, clients, or vendors, or any Releasee, whether orally or in writing, including through social media.
The Company agrees to direct its current executive officers and members of the Board not to make any statements, take any action, or engage in any conduct that disparages, libels, slanders, or defames you or your professional qualifications in any material respect.
The foregoing obligations shall not in any way affect any person’s obligation to testify truthfully in any legal proceeding or right to engage in any Permitted Activity. Nor does this provision require any person to make any statement about the Company or you and no failure to make any statement or provide any reference shall be deemed a violation of this Agreement.
11.No Future Employment. You understand and agree that this Agreement contemplates and memorializes an unequivocal, complete and final dissolution of your employment relationship with the Company, and that, therefore, you have no right to be reinstated to employment with or rehired by the Company, and that in the future, the Company and its affiliated and related entities and their successors and assigns shall have no obligation to consider you for employment. Any refusal to hire or engage you, and the withdrawal of any offer in reliance on this provision is not, and shall not be deemed to be, retaliation.
12.Return of Company Property. You agree to return to the Company all of the Company’s property, including, without limit, any electronic or paper documents and records and copies thereof that you received or acquired during your employment or during the Consulting Period regarding the Company’s practices, procedures, trade secrets, customer lists, or product marketing, and that you will not use the same for your own purpose. However, as long as you remain a member of the Board, this Section shall not apply to any Company property provided to you in your capacity as a member of the Board.
13.Enforceability; Taxes. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes and other deductions as shall be required to be withheld pursuant to any applicable law, order or regulation.
14.No Admission. It is agreed that neither you nor the Company, or any of its officers, directors or employees, make any admission of any failing or wrongdoing or violation of any local, state or federal law by entering into this Agreement, and that the parties have entered into this Agreement simply to resolve your employment relationship in an amicable manner.
15.Entire Agreement. You acknowledge and agree that this Agreement sets forth the entire understanding between the parties concerning the matters discussed herein, that no promise or inducement has been offered to you to enter into this Agreement except as expressly set forth herein.
16.Successors and Assigns. This Agreement shall apply to, and inure to the benefit of, the predecessor, successors, and assigns of the Company and each past, present, or future employee, agent, representative, officer, or director of the Company and any division, subsidiary, parent, or affiliated entity. This Agreement shall be binding upon and enforceable against your heirs and legal representatives.
17.Governing Law; Venue; No Jury Trial. This Agreement shall be interpreted, enforced, and governed under the law of Indiana, without regard to principles of conflicts of law. You and the Company hereby agree that the state and federal courts of Indiana shall have the exclusive jurisdiction to consider any matters related to this Agreement, including without limitation any claim of a violation of this Agreement. With respect to any such court action, you submit to the jurisdiction of such courts and you acknowledge that venue in such courts is proper. You and the Company hereby waive any right to trial by jury with respect to any such court action, to the extent permitted by law.
18.Modification; Waiver; Absence of Reliance. No modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of a party to require the performance of any term or obligation of this Agreement, or the waiver by a party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of the Company.
19.Interpretation. Because you have been given the opportunity to thoroughly review this Agreement, no rule that ambiguity should be construed against the drafting party shall be employed in the interpretation of this Agreement.
20.Survival of other agreements. Unless specifically terminated herein, any agreement that you have previously entered into with the Company or its affiliated or related entities that by its terms, extends past your Separation Date, remains in full force and effect. In particular you acknowledge and agree that (i) the Employment Agreement will terminate in full upon the Effective Date without further payment or liability by the Company and (ii) you are not entitled to any payments under that certain Franklin Electric Co., Inc. Executive Severance Policy, as amended and restated, or other severance plan or policy.
21.Code Section 409A. You acknowledge that the Company has made no representations as to the taxability or exemption from taxation of any monies or benefits payable or provided to you under this Agreement. You shall be solely responsible for the payment of any taxes and penalties that may be assessed by any taxing authority. Notwithstanding the other provisions hereof, this Agreement is intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), to the extent applicable, and shall be interpreted to be exempt from any taxes or penalties under Code Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Code Section 409A and, if necessary, any such provision shall be deemed amended to comply with Code Section 409A. If any payment or benefit cannot be provided or made at the time specified herein without incurring taxes or penalties under Code Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such taxes or penalties will not be imposed.
(a)In interpreting this Agreement, all available exemptions from the application of Code Section 409A to a provision of this Agreement shall be first applied.
(b)Neither you nor the Company shall intentionally take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Code Section 409A,
(c)If you are a specified employee for purposes of Code Section 409A(a)(2)(B)(i), any payment or provision of benefits in connection with a separation from service payment event, whether under this Agreement or
otherwise (as determined for purposes of Code Section 409A) shall not be made until six months after your separation from service (the “409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.
(d)For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.
(e)With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits that are subject to Code Section 409A, except as permitted by Code Section 409A, (x) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year of yours shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (y) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect. All reimbursements shall be reimbursed no later than your taxable year following your taxable year in which the related expense is incurred.
(f)When, if ever, a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within ten (10) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
22.Counterparts. This Agreement may be executed in separate counterparts, including electronically in portable document format (PDF), with each such electronic signature having the same force and effect as an original signature. When all counterparts are signed, they shall be treated together as one and the same document.
23.Knowing and Voluntary; Review Period. You are hereby advised in writing to consult an attorney prior to executing this Agreement. By executing this Agreement, you acknowledge and agree that you have consulted with your counsel of choice and that you are entering into this Agreement, including the general release contained herein knowingly and voluntarily. You have 21 days from your receipt of this letter to accept the terms of this Agreement (the “Review Period”). You may accept and execute this Agreement at any time within the Review Period and your execution prior to the expiration of the Review Period shall be deemed a waiver by you of any time remaining in the Review Period. No modifications to the terms of this Agreement, regardless of whether or not material, shall restart the running of the 21-day Review Period.
If you accept the terms of this Agreement, please date, and sign this letter and return it to me. Once you execute this Agreement, you have seven days (the “Revocation Period”) in which to revoke in writing your acceptance by providing the same to me, and such revocation will render this Agreement null and void. If you do not revoke your acceptance in writing and provide it to me by midnight on the seventh day, this Agreement shall be effective the day after the seven-day revocation period has elapsed (the “Effective Date”). If you fail timely to execute this Agreement or if you revoke your execution of this Agreement prior to the Effective Date, this Agreement will be null and void and you will not receive, and the Company shall have no obligation to provide the Consideration set forth in Sections 2 and 3 of this Agreement.
[signature page follows]
Sincerely,
FRANKLIN ELECTRIC CO., INC
| By: | /s/ Jonathan M. Grandon | ||||
| Name: | Jonathan M. Grandon | ||||
| Title: | Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | ||||
By signing this letter, I represent and warrant that I am aware of my rights, especially those arising under the Older Workers Benefit Protection Act and the Age Discrimination in Employment Act, and that I have not been the victim of age or other discrimination or wrongful treatment in my employment and the termination thereof. I further acknowledge that the Company advised me in writing to consult with an attorney, that I had at least 21 days to consider this Agreement, that I received all information necessary to make an informed decision and I had the opportunity to request and receive additional information, that I have read, understand, and agree to the terms of this Agreement, that I have seven days in which to revoke my acceptance of this Agreement, and that I am signing this Agreement voluntarily with full knowledge and understanding of its contents.
| Dated: | April 23, 2025 | Name: | /s/ Gregg C. Sengstack | ||||||||
| Gregg C. Sengstack | |||||||||||
EXHIBIT 10.4
EMPLOYMENT SECURITY AGREEMENT
This Employment Security Agreement ("Agreement"), is entered into as of July 7, 2025, by and between Franklin Electric Co., Inc., an Indiana corporation ("Franklin"), and Jennifer Wolfenbarger ("Executive").
WITNESSETH:
WHEREAS, Executive is currently employed by Franklin as its Chief Financial Officer;
WHEREAS, Franklin desires to provide certain security to Executive in connection with Executive's employment with Franklin; and
WHEREAS, Executive and Franklin desire to enter into this Agreement pertaining to the terms of the security Franklin is providing to Executive with respect to her employment.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Definitions. For purposes of this Agreement:
(a) “Affiliate” has the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934.
(b) “Base Salary” means Executive’s annual base salary at the rate in effect on the date of a Change in Control, or if greater, the rate in effect immediately prior to Executive’s termination of employment with Franklin.
(c) “Change in Control” means the occurrence of any of the following events:
(i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity (other than Franklin or a trustee or other fiduciary holding securities under an employee benefit plan of Franklin), or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes the ''beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Franklin representing 20% or more of the combined voting power of Franklin's then outstanding securities entitled to vote generally in the election of directors;
(ii) Franklin is party to a merger, consolidation, reorganization or other similar transaction with another corporation or other legal person unless, following such transaction, more than 50% of the combined voting power of the outstanding securities of the surviving, resulting or acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Franklin's outstanding securities entitled to vote generally in the election of directors immediately prior to such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of Franklin's outstanding securities entitled to vote generally in the election of directors;
(iii) The stockholders of Franklin approve a plan of complete liquidation or dissolution of Franklin or Franklin sells all or substantially all of its business and/or assets to another corporation or other legal person unless, following such sale, more than 50% of the combined voting power of the outstanding securities of the acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Franklin's outstanding securities entitled to vote generally in the election of directors immediately prior to such sale, in substantially the same proportions as their ownership, immediately prior to such sale, of Franklin's outstanding securities entitled to vote generally in the election of directors; or
(iv) during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of Franklin (and any new Directors, whose appointment or election by the Board of Directors or nomination for election by Franklin's stockholders was approved by a vote of at
least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose appointment, election or nomination for election was so approved) cease for any reason to constitute a majority of the Board of Directors.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur by virtue of any transaction in which Executive is a participant in a group effecting an acquisition of Franklin if Executive holds an equity interest in the entity acquiring Franklin at the time of such acquisition.
(d) “Good Cause” means:
(i) Executive’s intentional and material misappropriation of, or damage to, the property or business of Franklin;
(ii) Executive’s conviction of a criminal violation involving fraud or dishonesty or of a felony that causes material harm or injury (whether financial or otherwise) to Franklin; or
(iii) Executive’s willful and continuous failure to perform his obligations under the Agreement, provided that Franklin shall first give written notice to Executive describing such failure and, as long as it is capable of being cured and does not involve acts of material dishonesty directed against Franklin, Executive does not substantially cure or correct such failure within 30 days thereafter, or if such failure can not reasonably be cured within such period, cure is not commenced within such period and diligently pursued and fully cured within 60 days of Franklin’s original notice to Executive.
Notwithstanding anything herein to the contrary, in the event Franklin terminates the employment of Executive for Good Cause hereunder, Franklin shall give Executive at least 30 days prior written notice specifying in detail the reason or reasons for Executive’s termination.
(e) “Good Reason” means:
(i) a material reduction in Executive’s salary or retirement benefits or a material reduction in Executive’s compensation and benefits in the aggregate, excluding, in the case of incentive benefits that are based upon the performance of Executive or Franklin, reductions in benefits resulting from diminished performance by Executive or Franklin;
(ii) any purchaser (or affiliate thereof) who purchases substantially all of the assets of Franklin shall decline to assume all of Franklin’s obligations under this Agreement; or
(iii) the relocation of the Executive’s principal place of employment by more than 50 miles.
(f) “Severance Period” means the period beginning on the date Executive’s employment with Franklin terminates under circumstances described in Section 2 and ending on the date 24 months thereafter.
(g) “Target Bonus” means the amount that would be payable to Executive under the Executive Officer Annual Incentive Cash Bonus Program or any successor plan thereto for the year in which Executive’s employment with Franklin terminates, assuming attainment of the target performance goals at 100% level and employment of Executive at the end of such year (such amount to be determined regardless of whether Executive would otherwise be eligible for a bonus under the terms of any such plan or the extent to which the performance goals are actually met).
2. Termination of Employment. If within two years after a Change in Control, (a) Franklin terminates Executive’s employment for any reason other than Good Cause, or (b) Executive terminates her employment with Franklin for Good Reason, Franklin shall make the payments and provide the benefits described in Section 3 below.
3. Benefits Upon Termination of Employment. Upon termination of Executive’s employment with Franklin under circumstances described in Section 2 above:
(a) Within 30 days following the date of such termination, Franklin shall pay Executive a lump sum cash payment equal to the sum of (i), (ii) and (iii) below:
(i) unpaid Base Salary earned by Executive through the date of termination (which shall include payment for all accrued but unused vacation pay);
(ii) two times Executive’s Base Salary; and
(iii) an amount equal to the sum of (A) a prorata portion of Executive's Target Bonus (based on the date on which such termination of employment occurs), and (B) two times Executive's Target Bonus.
(b) Franklin shall pay Executive a lump sum payment (calculated based on her age as of her termination of employment) within 30 days following her termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with an additional 36 months of service for all purposes (including determining service and age for early retirement factors, if applicable) under such plans, and deeming Executive to be an employee of Franklin during the Severance Period. The amounts attributable to additional benefits under any such plan shall be based on Executive's compensation level as of her termination of employment. The amounts attributable to additional benefits under any retirement plan that is a defined contribution plan shall include the additional Franklin contributions that would have been made or credited on Executive's behalf had he authorized the same elective contributions he had elected for the year in which the termination of employment occurs, and shall include earnings that would have accrued under the applicable plan during the Severance Period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive's termination of employment shall be paid in accordance with the terms of such plans. Notwithstanding the foregoing, the payment under this Section 3(b) shall be offset by the lump sum value of the amounts of additional benefits paid or payable in accordance with the terms of such plans as a result of the occurrence of a Change in Control but not below zero.
(c) If Executive holds any stock-based awards as of the date of her termination of employment, (i) all such awards that are stock options shall immediately become exercisable on such date and shall be exercisable for 12 months following such termination of employment, or if earlier, until the expiration of the term of the stock option; (ii) all restrictions on any awards of restricted stock or restricted stock units shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the target performance level, and in each case settlement of such awards shall be made to Executive within 30 days of Executive's termination. To the extent any of the foregoing is not permissible under the terms of any plan pursuant to which the awards were granted, Franklin shall pay to Executive, in a lump sum within 30 days after termination of Executive's employment, an amount as follows: (A) to the extent the acceleration of the exercise of such stock options is not permissible, an amount equal to the excess, if any, of the aggregate fair market value of the stock subject to such options, determined on the date of Executive's termination of employment, over the aggregate exercise price of such stock options; (B) to the extent the termination or lapse of restrictions on restricted stock or restricted stock units is not permissible, an amount equal to the aggregate fair market value of the stock subject to the restrictions (determined without regard to such restrictions); and (C) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional shares that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made.
(d) During the Severance Period, Executive and her spouse and eligible dependents shall continue to be covered by all employee benefit plans of Franklin providing health, prescription drug, dental, vision, disability and life insurance in which she or her spouse or eligible dependents were participating immediately prior to the date of her termination of employment, as if he continued to be an active employee of Franklin, and Franklin shall continue to pay the costs of such coverage under such plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such plans is not possible under the terms thereof, Franklin shall provide substantially identical benefits. The date of Executive's termination of employment shall be considered a "qualifying event" as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 ("COBRA"), and any continued coverage by Executive, her spouse or eligible dependents under Franklin's group health plan after Executive's termination of employment shall be considered COBRA coverage.
(e) During the Severance Period, Executive will receive 12 months of executive outplacement services (not to exceed $50,000) with a professional outplacement firm selected by Franklin.
(f) If at the time of Executive's termination of employment for reasons other than death he is a "Key Employee" as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts
payable to Executive pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Executive's termination of employment, or if earlier, Executive's subsequent death, with the first payment to include the payments that otherwise would have been made during such period and including interest accruing thereon from the first day of the month following the date of such termination of employment until the date of payment, based on the applicable interest rate as defined in Section 417(e)(3) of the Internal Revenue Code. Each payment made pursuant to Section 3 shall be considered a separate payment for purposes of Section 409A.
4. Release of Claims. Payment by Franklin of the termination benefits provided in Section 3 hereof shall be conditioned on Executive's execution, and nonrevocation, of a release of claims. Payment of such termination benefits shall be delayed until the expiration of the revocation period applicable to the executed release of claims, provided that if Executive does not execute the release of claims within 60 days of the date of termination of employment, the termination benefits described in Section shall be forfeited and Executive shall be entitled to receive only the benefits to which he is otherwise entitled under applicable law.
5. Death. If Executive dies during the Severance Period, all amounts payable hereunder to Executive, to the extent not paid, shall be paid, within 30 days of the date of Executive's death, to her surviving spouse or her designated beneficiary, or if none, then to her estate. Executive's surviving spouse and eligible dependents shall continue to be covered under plans described in Section 3(d) during the remainder of the Severance Period. On the death of the surviving spouse and eligible dependents, no further coverage under such plans shall be provided (other than any coverage required pursuant to COBRA).
6. Excise Tax.
(a) If in connection with the Change in Control or other event Executive would be or is subject to an excise tax under Section 4999 of the Internal Revenue Code (an "Excise Tax") with respect to any cash, benefits or other property received, or any acceleration of vesting of any benefit or award (the "Change in Control Benefits"), Executive may elect to have the Change in Control Benefits otherwise payable under this Agreement reduced to the largest amount payable without resulting in the imposition of such Excise Tax. Within 15 days after the occurrence of the event that triggers the Excise Tax, a nationally recognized accounting firm selected by Franklin shall make a determination as to whether any Excise Tax would be reported with respect to the Change in Control Benefits and, if so, the amount of the Excise Tax, the total net after-tax amount of the Change in Control Benefits (after taking into account federal, state and local income and employment taxes and the Excise Tax) and the amount of reduction to the Change in Control Benefits necessary to avoid such Excise Tax. Any reduction to the Change in Control Benefits shall first be made from any cash benefits payable pursuant to this Agreement, if any, and thereafter, as determined by Executive, and Franklin shall provide Executive with such information as is necessary to make such determination. Franklin shall be responsible for all fees and expenses connected with the determinations by the accounting firm pursuant to this paragraph 6.
(b) Executive agrees to notify Franklin in the event of any audit or other proceeding by the IRS or any taxing authority in which the IRS or other taxing authority asserts that any Excise Tax should be assessed against Executive and to cooperate with Franklin in contesting any such proposed assessment with respect to such Excise Tax (a "Proposed Assessment"). Executive agrees not to settle any Proposed Assessment without the consent of Franklin. If Franklin does not consent to allow Executive to settle the Proposed Assessment, within 30 days following such demand therefor, Franklin shall indemnify and hold harmless Executive with respect to any additional taxes, interest and/or penalties that Executive is required to pay by reason of the delay in finally resolving Executive's tax liability (such indemnification to be made as soon as practicable, but in no event later than the end of the calendar year following the calendar year in which Executive makes such remittance).
7. Indemnification. Franklin shall indemnify, protect, defend and hold harmless Executive from and against all liabilities, costs and expenses (including but not limited to attorneys' fees) incurred as a result of Executive's employment with Franklin to the fullest extent permitted by the Indiana Business Corporation Law.
8. Litigation Expenses. Franklin shall reimburse Executive all out-of-pocket expenses, including attorneys' fees, incurred by Executive in connection with any enforcement, claim or legal action or proceeding involving this Agreement, whether brought by Executive or by or on behalf of Franklin or by another party. Such reimbursement shall be made within 30 days of Executive's submission of an invoice following resolution of the claim. Franklin shall pay prejudgment interest on any money judgment obtained by Executive, calculated at the published prime interest rate charged by Franklin's principal banking connection from the date that payment(s) to him should have been made under this Agreement.
9. Post-Termination Payment Obligations. Subject to Section 4, Franklin's obligation to pay Executive the compensation and to make the other arrangements provided herein to be paid and made after termination of Executive's employment with Franklin shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right that Franklin may have against him or anyone else. All amounts so payable by Franklin shall be paid without notice or demand. Each and every such payment made by Franklin shall be final and Franklin will not seek to recover all or any part of such payment from Executive or from whomsoever may be entitled thereto, for any reason whatsoever.
10. Disclosure Of Confidential Information. Without the consent of Franklin, Executive shall not at any time divulge, furnish or make accessible to anyone (other than in the regular course of business of Franklin) any knowledge or information with respect to confidential or secret processes, inventions, formulae, machinery, plan, devices or materials of Franklin or with respect to any confidential or secret engineering development or research work of Franklin or with respect to any other confidential or secret aspect of the business of Franklin. Executive recognizes that irreparable injury will result to Franklin and its business and properties, in the event of any breach by Executive of any of the provisions of this Section 10. In the event of any breach of any of the commitments of Executive pursuant to this Section 10, Franklin shall be entitled, in addition to any other remedies and damages available, to injunctive relief to restrain the violation of such commitments by Executive or by any person or persons acting for or with Executive in any capacity whatsoever.
11. Solicitation Of Employees. During Executive's employment with Franklin and for a period of 24 months after termination of employment, Executive shall not (a) directly or indirectly, employ or retain or solicit for employment or arrange to have any other person, firm or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee of Franklin or (b) encourage or solicit any such employee to leave the service of Franklin. Executive also acknowledges and agrees that he shall comply with the terms of the Confidentiality and Non-Compete Agreement in effect between him and Franklin. Executive and Franklin agree that of the amount paid to Executive pursuant to Section 3 of this Agreement, a portion equal to one times Executive's Base Salary and one times the Target Bonus paid or payable to Executive pursuant to subparagraph 3(c) shall serve as adequate consideration for the restrictive covenants set forth in this Section 11.
12. Executive Assignment. No interest of Executive or her spouse or any other beneficiary under this Agreement, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, Executive or her spouse or other beneficiary, by operation of law or otherwise, other than pursuant to the terms of a qualified domestic relations order to which Executive is a party.
13. Reimbursements or In-Kind Benefits. Reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, are subject to the following restrictions: (a) the amount of expenses eligible for reimbursements, or in-kind benefits provided, to Executive during a calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year, and (b) reimbursement of an eligible expense shall be made as soon as practicable, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred.
14. Waiver, Modification. No prov1s1ons of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and Franklin. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prior or subsequent time.
15. Applicable Law. This Agreement shall be construed and interpreted pursuant to the laws of Indiana.
16. Entire Agreement. This Agreement contains the entire Agreement between Franklin and Executive and supersedes any and all previous agreements, written or oral, between the parties relating to severance benefits, including any previous employment agreement or employment security agreement between Executive and Franklin. No amendment or modification of the terms of this Agreement shall be binding upon the parties hereto unless reduced to writing and signed by Franklin and Executive.
17. Severability. If any provision of this Agreement or the application thereof is held invalid, such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the invalid provision or application and, to such end, the provisions of this Agreement are declared to be severable.
18. No Employment Contract. Nothing contained in this Agreement shall be construed to be an employment contract between Executive and Franklin. Executive is employed at will and Franklin may terminate her employment at any time, with or without cause.
19. Employment with an Affiliate. If Executive is employed by Franklin and an Affiliate, or solely by an Affiliate, on the date of termination of employment of Executive under circumstances described in Section 2, then (a) employment or termination of employment as used in this Agreement shall mean employment or termination of employment of Executive with Franklin and such Affiliate, or with such Affiliate, as applicable, and related references to Franklin shall also include Affiliate, as applicable, and (b) the obligations of Franklin hereunder shall be satisfied by Franklin and/or such Affiliate as Franklin, in its discretion, shall determine; provided that Franklin shall remain liable for such obligations to the extent not satisfied by such Affiliate.
20. Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives and successors. Any reference in this Agreement to Franklin shall be deemed a reference to any successor (whether direct or indirect, by purchase of stock or assets, merger or consolidation or otherwise) to all or substantially all of the business and/or assets of Franklin; provided that Executive's employment by a successor shall not be deemed a termination of Executive's employment with Franklin.
21. Withholding. Franklin may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, or local law.
22. Headings. The headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement.
23. Notice. Notices given pursuant to this Agreement shall be in writing and shall be deemed given when received or, if mailed, two days after mailing by United States registered or certified mail, return receipt requested, postage prepaid and addressed as herein provided. Notice to Franklin shall be addressed to Corporate Secretary, Franklin Electric Co., Inc. at 9255 Coverdale Road, Fort Wayne, Indiana 46809. Notices to Executive shall be addressed to Executive at her last permanent address as shown on Franklin's records. Notwithstanding the foregoing, if either party shall designate a different address by notice to the other party given in the foregoing manner, then notices to such party shall be addressed as designated until the designation is revoked by further notice given in such manner.
24. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Employment Security Agreement as of the day and year written above.
| FRANKLIN ELECTRIC CO., INC. | ||||||||
| /s/ Jonathan M. Grandon | ||||||||
| Jonathan M. Grandon | ||||||||
| General Counsel | ||||||||
| EXECUTIVE | ||||||||
| /s/ Jennifer Wolfenbarger | ||||||||
| Jennifer Wolfenbarger | ||||||||
EXHIBIT 10.5
EMPLOYMENT SECURITY AGREEMENT
This Employment Security Agreement ("Agreement"), is entered into as of July 7, 2025, by and between Franklin Electric Co., Inc., an Indiana corporation ("Franklin"), and Daniela Williams ("Executive").
WITNESSETH:
WHEREAS, Executive is currently employed by Franklin as its Chief Human Resources Officer;
WHEREAS, Franklin desires to provide certain security to Executive in connection with Executive's employment with Franklin; and
WHEREAS, Executive and Franklin desire to enter into this Agreement pertaining to the terms of the security Franklin is providing to Executive with respect to her employment.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Definitions. For purposes of this Agreement:
(a) “Affiliate” has the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934.
(b) “Base Salary” means Executive’s annual base salary at the rate in effect on the date of a Change in Control, or if greater, the rate in effect immediately prior to Executive’s termination of employment with Franklin.
(c) “Change in Control” means the occurrence of any of the following events:
(i) any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity (other than Franklin or a trustee or other fiduciary holding securities under an employee benefit plan of Franklin), or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes the ''beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Franklin representing 20% or more of the combined voting power of Franklin's then outstanding securities entitled to vote generally in the election of directors;
(ii) Franklin is party to a merger, consolidation, reorganization or other similar transaction with another corporation or other legal person unless, following such transaction, more than 50% of the combined voting power of the outstanding securities of the surviving, resulting or acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Franklin's outstanding securities entitled to vote generally in the election of directors immediately prior to such transaction, in substantially the same proportions as their ownership, immediately prior to such transaction, of Franklin's outstanding securities entitled to vote generally in the election of directors;
(iii) The stockholders of Franklin approve a plan of complete liquidation or dissolution of Franklin or Franklin sells all or substantially all of its business and/or assets to another corporation or other legal person unless, following such sale, more than 50% of the combined voting power of the outstanding securities of the acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of Franklin's outstanding securities entitled to vote generally in the election of directors immediately prior to such sale, in substantially the same proportions as their ownership, immediately prior to such sale, of Franklin's outstanding securities entitled to vote generally in the election of directors; or
(iv) during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of Franklin (and any new Directors, whose appointment or election by the Board of Directors or nomination for election by Franklin's stockholders was approved by a vote of at
least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose appointment, election or nomination for election was so approved) cease for any reason to constitute a majority of the Board of Directors.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur by virtue of any transaction in which Executive is a participant in a group effecting an acquisition of Franklin if Executive holds an equity interest in the entity acquiring Franklin at the time of such acquisition.
(d) “Good Cause” means:
(i) Executive’s intentional and material misappropriation of, or damage to, the property or business of Franklin;
(ii) Executive’s conviction of a criminal violation involving fraud or dishonesty or of a felony that causes material harm or injury (whether financial or otherwise) to Franklin; or
(iii) Executive’s willful and continuous failure to perform his obligations under the Agreement, provided that Franklin shall first give written notice to Executive describing such failure and, as long as it is capable of being cured and does not involve acts of material dishonesty directed against Franklin, Executive does not substantially cure or correct such failure within 30 days thereafter, or if such failure can not reasonably be cured within such period, cure is not commenced within such period and diligently pursued and fully cured within 60 days of Franklin’s original notice to Executive.
Notwithstanding anything herein to the contrary, in the event Franklin terminates the employment of Executive for Good Cause hereunder, Franklin shall give Executive at least 30 days prior written notice specifying in detail the reason or reasons for Executive’s termination.
(e) “Good Reason” means:
(i) a material reduction in Executive’s salary or retirement benefits or a material reduction in Executive’s compensation and benefits in the aggregate, excluding, in the case of incentive benefits that are based upon the performance of Executive or Franklin, reductions in benefits resulting from diminished performance by Executive or Franklin;
(ii) any purchaser (or affiliate thereof) who purchases substantially all of the assets of Franklin shall decline to assume all of Franklin’s obligations under this Agreement; or
(iii) the relocation of the Executive’s principal place of employment by more than 50 miles.
(f) “Severance Period” means the period beginning on the date Executive’s employment with Franklin terminates under circumstances described in Section 2 and ending on the date 24 months thereafter.
(g) “Target Bonus” means the amount that would be payable to Executive under the Executive Officer Annual Incentive Cash Bonus Program or any successor plan thereto for the year in which Executive’s employment with Franklin terminates, assuming attainment of the target performance goals at 100% level and employment of Executive at the end of such year (such amount to be determined regardless of whether Executive would otherwise be eligible for a bonus under the terms of any such plan or the extent to which the performance goals are actually met).
2. Termination of Employment. If within two years after a Change in Control, (a) Franklin terminates Executive’s employment for any reason other than Good Cause, or (b) Executive terminates her employment with Franklin for Good Reason, Franklin shall make the payments and provide the benefits described in Section 3 below.
3. Benefits Upon Termination of Employment. Upon termination of Executive’s employment with Franklin under circumstances described in Section 2 above:
(a) Within 30 days following the date of such termination, Franklin shall pay Executive a lump sum cash payment equal to the sum of (i), (ii) and (iii) below:
(i) unpaid Base Salary earned by Executive through the date of termination (which shall include payment for all accrued but unused vacation pay);
(ii) two times Executive’s Base Salary; and
(iii) an amount equal to the sum of (A) a prorata portion of Executive's Target Bonus (based on the date on which such termination of employment occurs), and (B) two times Executive's Target Bonus.
(b) Franklin shall pay Executive a lump sum payment (calculated based on her age as of her termination of employment) within 30 days following her termination of employment of an amount equal to the increase in benefits under all tax-qualified and supplemental retirement plans maintained by Franklin in which Executive participates at termination of employment that results from crediting Executive with an additional 36 months of service for all purposes (including determining service and age for early retirement factors, if applicable) under such plans, and deeming Executive to be an employee of Franklin during the Severance Period. The amounts attributable to additional benefits under any such plan shall be based on Executive's compensation level as of her termination of employment. The amounts attributable to additional benefits under any retirement plan that is a defined contribution plan shall include the additional Franklin contributions that would have been made or credited on Executive's behalf had he authorized the same elective contributions he had elected for the year in which the termination of employment occurs, and shall include earnings that would have accrued under the applicable plan during the Severance Period (the earnings will be determined by multiplying the aggregate contributions to each such plan by the weighted average of the rate of return of the actual investment alternatives elected by Executive as of the beginning of the 12-month period ending on the employment termination date). Benefits accrued under such plans prior to Executive's termination of employment shall be paid in accordance with the terms of such plans. Notwithstanding the foregoing, the payment under this Section 3(b) shall be offset by the lump sum value of the amounts of additional benefits paid or payable in accordance with the terms of such plans as a result of the occurrence of a Change in Control but not below zero.
(c) If Executive holds any stock-based awards as of the date of her termination of employment, (i) all such awards that are stock options shall immediately become exercisable on such date and shall be exercisable for 12 months following such termination of employment, or if earlier, until the expiration of the term of the stock option; (ii) all restrictions on any awards of restricted stock or restricted stock units shall terminate or lapse; and (iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at the target performance level, and in each case settlement of such awards shall be made to Executive within 30 days of Executive's termination. To the extent any of the foregoing is not permissible under the terms of any plan pursuant to which the awards were granted, Franklin shall pay to Executive, in a lump sum within 30 days after termination of Executive's employment, an amount as follows: (A) to the extent the acceleration of the exercise of such stock options is not permissible, an amount equal to the excess, if any, of the aggregate fair market value of the stock subject to such options, determined on the date of Executive's termination of employment, over the aggregate exercise price of such stock options; (B) to the extent the termination or lapse of restrictions on restricted stock or restricted stock units is not permissible, an amount equal to the aggregate fair market value of the stock subject to the restrictions (determined without regard to such restrictions); and (C) to the extent performance awards are limited, an amount equal to the aggregate fair market value of the additional shares that were not awarded. Executive shall surrender all outstanding awards for which payment pursuant to the preceding sentence is made.
(d) During the Severance Period, Executive and her spouse and eligible dependents shall continue to be covered by all employee benefit plans of Franklin providing health, prescription drug, dental, vision, disability and life insurance in which she or her spouse or eligible dependents were participating immediately prior to the date of her termination of employment, as if he continued to be an active employee of Franklin, and Franklin shall continue to pay the costs of such coverage under such plans on the same basis as is applicable to active employees covered thereunder; provided that, if participation in any one or more of such plans is not possible under the terms thereof, Franklin shall provide substantially identical benefits. The date of Executive's termination of employment shall be considered a "qualifying event" as such term is defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 ("COBRA"), and any continued coverage by Executive, her spouse or eligible dependents under Franklin's group health plan after Executive's termination of employment shall be considered COBRA coverage.
(e) During the Severance Period, Executive will receive 12 months of executive outplacement services (not to exceed $50,000) with a professional outplacement firm selected by Franklin.
(f) If at the time of Executive's termination of employment for reasons other than death he is a "Key Employee" as determined in accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any amounts
payable to Executive pursuant to this Agreement that are subject to Section 409A of the Internal Revenue Code shall not be paid or commence to be paid until six months following Executive's termination of employment, or if earlier, Executive's subsequent death, with the first payment to include the payments that otherwise would have been made during such period and including interest accruing thereon from the first day of the month following the date of such termination of employment until the date of payment, based on the applicable interest rate as defined in Section 417(e)(3) of the Internal Revenue Code. Each payment made pursuant to Section 3 shall be considered a separate payment for purposes of Section 409A.
4. Release of Claims. Payment by Franklin of the termination benefits provided in Section 3 hereof shall be conditioned on Executive's execution, and nonrevocation, of a release of claims. Payment of such termination benefits shall be delayed until the expiration of the revocation period applicable to the executed release of claims, provided that if Executive does not execute the release of claims within 60 days of the date of termination of employment, the termination benefits described in Section shall be forfeited and Executive shall be entitled to receive only the benefits to which he is otherwise entitled under applicable law.
5. Death. If Executive dies during the Severance Period, all amounts payable hereunder to Executive, to the extent not paid, shall be paid, within 30 days of the date of Executive's death, to her surviving spouse or her designated beneficiary, or if none, then to her estate. Executive's surviving spouse and eligible dependents shall continue to be covered under plans described in Section 3(d) during the remainder of the Severance Period. On the death of the surviving spouse and eligible dependents, no further coverage under such plans shall be provided (other than any coverage required pursuant to COBRA).
6. Excise Tax.
(a) If in connection with the Change in Control or other event Executive would be or is subject to an excise tax under Section 4999 of the Internal Revenue Code (an "Excise Tax") with respect to any cash, benefits or other property received, or any acceleration of vesting of any benefit or award (the "Change in Control Benefits"), Executive may elect to have the Change in Control Benefits otherwise payable under this Agreement reduced to the largest amount payable without resulting in the imposition of such Excise Tax. Within 15 days after the occurrence of the event that triggers the Excise Tax, a nationally recognized accounting firm selected by Franklin shall make a determination as to whether any Excise Tax would be reported with respect to the Change in Control Benefits and, if so, the amount of the Excise Tax, the total net after-tax amount of the Change in Control Benefits (after taking into account federal, state and local income and employment taxes and the Excise Tax) and the amount of reduction to the Change in Control Benefits necessary to avoid such Excise Tax. Any reduction to the Change in Control Benefits shall first be made from any cash benefits payable pursuant to this Agreement, if any, and thereafter, as determined by Executive, and Franklin shall provide Executive with such information as is necessary to make such determination. Franklin shall be responsible for all fees and expenses connected with the determinations by the accounting firm pursuant to this paragraph 6.
(b) Executive agrees to notify Franklin in the event of any audit or other proceeding by the IRS or any taxing authority in which the IRS or other taxing authority asserts that any Excise Tax should be assessed against Executive and to cooperate with Franklin in contesting any such proposed assessment with respect to such Excise Tax (a "Proposed Assessment"). Executive agrees not to settle any Proposed Assessment without the consent of Franklin. If Franklin does not consent to allow Executive to settle the Proposed Assessment, within 30 days following such demand therefor, Franklin shall indemnify and hold harmless Executive with respect to any additional taxes, interest and/or penalties that Executive is required to pay by reason of the delay in finally resolving Executive's tax liability (such indemnification to be made as soon as practicable, but in no event later than the end of the calendar year following the calendar year in which Executive makes such remittance).
7. Indemnification. Franklin shall indemnify, protect, defend and hold harmless Executive from and against all liabilities, costs and expenses (including but not limited to attorneys' fees) incurred as a result of Executive's employment with Franklin to the fullest extent permitted by the Indiana Business Corporation Law.
8. Litigation Expenses. Franklin shall reimburse Executive all out-of-pocket expenses, including attorneys' fees, incurred by Executive in connection with any enforcement, claim or legal action or proceeding involving this Agreement, whether brought by Executive or by or on behalf of Franklin or by another party. Such reimbursement shall be made within 30 days of Executive's submission of an invoice following resolution of the claim. Franklin shall pay prejudgment interest on any money judgment obtained by Executive, calculated at the published prime interest rate charged by Franklin's principal banking connection from the date that payment(s) to him should have been made under this Agreement.
9. Post-Termination Payment Obligations. Subject to Section 4, Franklin's obligation to pay Executive the compensation and to make the other arrangements provided herein to be paid and made after termination of Executive's employment with Franklin shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right that Franklin may have against him or anyone else. All amounts so payable by Franklin shall be paid without notice or demand. Each and every such payment made by Franklin shall be final and Franklin will not seek to recover all or any part of such payment from Executive or from whomsoever may be entitled thereto, for any reason whatsoever.
10. Disclosure Of Confidential Information. Without the consent of Franklin, Executive shall not at any time divulge, furnish or make accessible to anyone (other than in the regular course of business of Franklin) any knowledge or information with respect to confidential or secret processes, inventions, formulae, machinery, plan, devices or materials of Franklin or with respect to any confidential or secret engineering development or research work of Franklin or with respect to any other confidential or secret aspect of the business of Franklin. Executive recognizes that irreparable injury will result to Franklin and its business and properties, in the event of any breach by Executive of any of the provisions of this Section 10. In the event of any breach of any of the commitments of Executive pursuant to this Section 10, Franklin shall be entitled, in addition to any other remedies and damages available, to injunctive relief to restrain the violation of such commitments by Executive or by any person or persons acting for or with Executive in any capacity whatsoever.
11. Solicitation Of Employees. During Executive's employment with Franklin and for a period of 24 months after termination of employment, Executive shall not (a) directly or indirectly, employ or retain or solicit for employment or arrange to have any other person, firm or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee of Franklin or (b) encourage or solicit any such employee to leave the service of Franklin. Executive also acknowledges and agrees that he shall comply with the terms of the Confidentiality and Non-Compete Agreement in effect between him and Franklin. Executive and Franklin agree that of the amount paid to Executive pursuant to Section 3 of this Agreement, a portion equal to one times Executive's Base Salary and one times the Target Bonus paid or payable to Executive pursuant to subparagraph 3(c) shall serve as adequate consideration for the restrictive covenants set forth in this Section 11.
12. Executive Assignment. No interest of Executive or her spouse or any other beneficiary under this Agreement, or any right to receive any payment or distribution hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, Executive or her spouse or other beneficiary, by operation of law or otherwise, other than pursuant to the terms of a qualified domestic relations order to which Executive is a party.
13. Reimbursements or In-Kind Benefits. Reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, are subject to the following restrictions: (a) the amount of expenses eligible for reimbursements, or in-kind benefits provided, to Executive during a calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year, and (b) reimbursement of an eligible expense shall be made as soon as practicable, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred.
14. Waiver, Modification. No prov1s1ons of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and Franklin. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prior or subsequent time.
15. Applicable Law. This Agreement shall be construed and interpreted pursuant to the laws of Indiana.
16. Entire Agreement. This Agreement contains the entire Agreement between Franklin and Executive and supersedes any and all previous agreements, written or oral, between the parties relating to severance benefits, including any previous employment agreement or employment security agreement between Executive and Franklin. No amendment or modification of the terms of this Agreement shall be binding upon the parties hereto unless reduced to writing and signed by Franklin and Executive.
17. Severability. If any provision of this Agreement or the application thereof is held invalid, such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the invalid provision or application and, to such end, the provisions of this Agreement are declared to be severable.
18. No Employment Contract. Nothing contained in this Agreement shall be construed to be an employment contract between Executive and Franklin. Executive is employed at will and Franklin may terminate her employment at any time, with or without cause.
19. Employment with an Affiliate. If Executive is employed by Franklin and an Affiliate, or solely by an Affiliate, on the date of termination of employment of Executive under circumstances described in Section 2, then (a) employment or termination of employment as used in this Agreement shall mean employment or termination of employment of Executive with Franklin and such Affiliate, or with such Affiliate, as applicable, and related references to Franklin shall also include Affiliate, as applicable, and (b) the obligations of Franklin hereunder shall be satisfied by Franklin and/or such Affiliate as Franklin, in its discretion, shall determine; provided that Franklin shall remain liable for such obligations to the extent not satisfied by such Affiliate.
20. Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives and successors. Any reference in this Agreement to Franklin shall be deemed a reference to any successor (whether direct or indirect, by purchase of stock or assets, merger or consolidation or otherwise) to all or substantially all of the business and/or assets of Franklin; provided that Executive's employment by a successor shall not be deemed a termination of Executive's employment with Franklin.
21. Withholding. Franklin may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, or local law.
22. Headings. The headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement.
23. Notice. Notices given pursuant to this Agreement shall be in writing and shall be deemed given when received or, if mailed, two days after mailing by United States registered or certified mail, return receipt requested, postage prepaid and addressed as herein provided. Notice to Franklin shall be addressed to Corporate Secretary, Franklin Electric Co., Inc. at 9255 Coverdale Road, Fort Wayne, Indiana 46809. Notices to Executive shall be addressed to Executive at her last permanent address as shown on Franklin's records. Notwithstanding the foregoing, if either party shall designate a different address by notice to the other party given in the foregoing manner, then notices to such party shall be addressed as designated until the designation is revoked by further notice given in such manner.
24. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Employment Security Agreement as of the day and year written above.
| FRANKLIN ELECTRIC CO., INC. | ||||||||
| /s/ Jonathan M. Grandon | ||||||||
| Jonathan M. Grandon | ||||||||
| General Counsel | ||||||||
| EXECUTIVE | ||||||||
| /s/ Daniela Williams | ||||||||
| Daniela Williams | ||||||||
EXHIBIT 10.6
CONFIDENTIALITY AND NON-COMPETE AGREEMENT
In consideration of my employment or continued employment with Franklin Electric Co., Inc. ("Employer"), my access to Employer's customer relationships and confidential information, and other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, I agree on this 7 day of July, in the year 2025 as follows:
CONFIDENTIALITY
1.I acknowledge that Employer has certain non-public confidential information, including (a) technical information, such as drawings, specifications, design tolerances, manufacturing methods and processes, as well as research and development efforts, results and plans, and (b) client information, such as client contact information, contract terms, client listings, files, purchase history, needs and preferences; (c) financial information, such as sales plans and forecasts, sales and earnings figures, profitability information, and pricing; (d) corporate strategies, new product, marketing and other strategic plans; and (e) personnel files and information ("Confidential Information"). I understand that my employment with Employer places me in a position of trust and confidence, and in the course of my employment with Employer and because of the nature of my responsibilities, I have received and will receive access to Employer's Confidential Information, which I recognize and agree is highly sensitive and valuable, and is the exclusive property of Employer.
2.During my employment with Employer and thereafter, I will maintain all Confidential Information that comes into my possession as confidential and as the exclusive property of Employer, and such Confidential Information shall not be disclosed by me nor used by me in any way, except as required by my duties to, and for the benefit of, Employer. I will not remove any Confidential Information from Employer's premises except as my duties shall require and as authorized by Employer.
3.Upon any termination of my employment, I will immediately tum over all of the following to my supervisor, and I shall retain no copies thereof: all documents and files (whether paper, digital, electronic or otherwise) that were supplied to me by Employer, or that were received, obtained or created by me pursuant to my duties for Employer, including all drawings, designs, specifications, and manuals; keys and key cards; computer equipment and software; computer printouts and databases; and any other materials supplied to me by Employer or purchased with Employer's funds, and all copies (whether copied onto paper, electronic, digital, tape, or other media) thereof
4.I acknowledge that I have been instructed not to bring to Employer's premises or to use, and I agree not to bring or to use, whatever confidential information I might have regarding previous employers. I have been informed about the nature of my employment with Employer, and I warrant and represent that I can fulfill my job duties for Employer without using or disclosing whatever confidential information I might have relating to previous employers.
5.A.Activity Covenant: For a period of eighteen (18) months after I cease to be employed by Employer for any reason other than termination due to a layoff or work force reduction, I will not directly or indirectly engage in, or assist any other person or entity to engage in, any Restricted Activity. "Restricted Activity" as used herein means: (i) the design, development, manufacture, assembly, or distribution of electrical submersible motors and electrical submersible motor controls, and water; pump filtration or treatment technologies that are designed, manufactured, sold, or are offered or intended for sale, within or to the Restricted Area in competition with those designed, developed, manufactured, assembled, distributed, marketed or sold by Employer and the (ii) solicitation, encouragement, or inducement (or assisting anyone else to solicit, encourage, or induce) any agent, vendor, supplier or independent contractor to terminate, reduce or curtail their business or relationship with Employer. "Restricted Area" means the United States and the European Union.
B. Customer-Based Restriction: For a period of eighteen (18) months after I cease for any reason other than termination due to a layoff or work force reduction, to be an employee of Employer, I will not, directly or indirectly, solicit (or assist in the solicitation of) orders for Competitive Products from, or provide any Competitive Product to, any Customer or Potential Customer of Employer. "Customer" means only those customers of Employer with whom Employer actually did business, and with whom I had contact or about whom I had access to confidential information, during the last year of my employment. "Potential Customer" shall mean any person or entity to which Employer provided a proposal or bid during the last year of my employment with which I had involvement or about which I had access to confidential information.
C. Non-Compete Covenant: For a period of eighteen (18) months after I cease to be employed by employer for any reason other than termination due to a layoff or work force reduction, I will not directly or indirectly, within the Restricted Area, become employed by, work for, or otherwise provide services to, any Competitor in any capacity that relates to the design, development, manufacture, assembly, distribution, marketing or sale of Competitive Products. "Competitive Products" means electrical submersible motors and electrical submersible motor controls and water pumping systems, water filtration or water treatment technologies. "Competitor" means any person or entity that designs, develops, manufactures, assembles, distributes, markets or sells Competitive Products or components in competition with Employer, including but not limited to Pentair, Xylem, Grundfos, Clack, Kinetico, AO Smith, Culligan, and Hitachi.
D. Non-Hire Agreement: For a period of eighteen (18) months after I cease for any reason to be an employee of Employer, I will not, directly or indirectly, (a) hire, interview for employment, offer employment to, or employ any Restricted Employee, or assist anyone else to do so, or (b) solicit, advise, encourage or induce (or assist in the solicitation, advising, encouragement or inducement of) any Restricted Employee to terminate his or her employment with Employer or suggest that s/he do so. "Restricted Employee" means any person who was employed by Employer within the last three (3) months of my employment with Employer, and with whom I had contact or for whom I had direct or indirect supervisory responsibility during my employment with Employer.
OTHER AGREEMENTS
6.In addition to any damages awarded by any court and all other remedies otherwise available at law or in equity, Employer shall be entitled to injunctions, both preliminary and final, enjoining and restraining any breach or threatened or intended breach of paragraphs 2, 3 and 4, and I hereby consent to the issuance thereof without Employer being required to post any bond. In the event that Employer shall successfully enforce any part of this Agreement through legal proceedings, I agree to pay to Employer all costs and attorneys' fees reasonably incurred by it in that endeavor. In the event that I am found to have breached any covenant in this agreement, the time period provided for in that covenant shall be deemed tolled (i.e., it will not run) for so long as I am in violation of that covenant.
7.I understand and agree that this Agreement is not a guarantee of continued employment for any period. My employment is at will. This means I am free to terminate my employment at any time, for any reason, and that Employer retains the same rights. I understand and agree that this Agreement is assignable by Employer and is enforceable by Employer's successors and assigns.
8.This Agreement shall be construed and applied under Indiana law. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid or unenforceable in any respect, this Agreement shall be construed as if such provision had never been contained herein, and the remainder of this Agreement shall be enforceable and binding upon the parties. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad (for example as to temporal scope), it shall be construed and limited so as to be compatible with the applicable law as it then shall appear.
| EMPLOYEE: | EMPLOYER: | |||||||
| /s/ Jennifer Wolfenbarger | /s/ Jonathan Grandon | |||||||
| Jennifer Wolfenbarger | Jonathan Grandon | |||||||
| Date: 7/7/25 | General Counsel | |||||||
| Date: 7/7/25 | ||||||||
EXHIBIT 10.7
CONFIDENTIALITY AND NON-COMPETE AGREEMENT
In consideration of my employment or continued employment with Franklin Electric Co., Inc. ("Employer"), my access to Employer's customer relationships and confidential information, and other good and valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, I agree on this 7 day of July, in the year 2025 as follows:
CONFIDENTIALITY
1.I acknowledge that Employer has certain non-public confidential information, including (a) technical information, such as drawings, specifications, design tolerances, manufacturing methods and processes, as well as research and development efforts, results and plans, and (b) client information, such as client contact information, contract terms, client listings, files, purchase history, needs and preferences; (c) financial information, such as sales plans and forecasts, sales and earnings figures, profitability information, and pricing; (d) corporate strategies, new product, marketing and other strategic plans; and (e) personnel files and information ("Confidential Information"). I understand that my employment with Employer places me in a position of trust and confidence, and in the course of my employment with Employer and because of the nature of my responsibilities, I have received and will receive access to Employer's Confidential Information, which I recognize and agree is highly sensitive and valuable, and is the exclusive property of Employer.
2.During my employment with Employer and thereafter, I will maintain all Confidential Information that comes into my possession as confidential and as the exclusive property of Employer, and such Confidential Information shall not be disclosed by me nor used by me in any way, except as required by my duties to, and for the benefit of, Employer. I will not remove any Confidential Information from Employer's premises except as my duties shall require and as authorized by Employer.
3.Upon any termination of my employment, I will immediately tum over all of the following to my supervisor, and I shall retain no copies thereof: all documents and files (whether paper, digital, electronic or otherwise) that were supplied to me by Employer, or that were received, obtained or created by me pursuant to my duties for Employer, including all drawings, designs, specifications, and manuals; keys and key cards; computer equipment and software; computer printouts and databases; and any other materials supplied to me by Employer or purchased with Employer's funds, and all copies (whether copied onto paper, electronic, digital, tape, or other media) thereof
4.I acknowledge that I have been instructed not to bring to Employer's premises or to use, and I agree not to bring or to use, whatever confidential information I might have regarding previous employers. I have been informed about the nature of my employment with Employer, and I warrant and represent that I can fulfill my job duties for Employer without using or disclosing whatever confidential information I might have relating to previous employers.
5.A.Activity Covenant: For a period of eighteen (18) months after I cease to be employed by Employer for any reason other than termination due to a layoff or work force reduction, I will not directly or indirectly engage in, or assist any other person or entity to engage in, any Restricted Activity. "Restricted Activity" as used herein means: (i) the design, development, manufacture, assembly, or distribution of electrical submersible motors and electrical submersible motor controls, and water; pump filtration or treatment technologies that are designed, manufactured, sold, or are offered or intended for sale, within or to the Restricted Area in competition with those designed, developed, manufactured, assembled, distributed, marketed or sold by Employer and the (ii) solicitation, encouragement, or inducement (or assisting anyone else to solicit, encourage, or induce) any agent, vendor, supplier or independent contractor to terminate, reduce or curtail their business or relationship with Employer. "Restricted Area" means the United States and the European Union.
B. Customer-Based Restriction: For a period of eighteen (18) months after I cease for any reason other than termination due to a layoff or work force reduction, to be an employee of Employer, I will not, directly or indirectly, solicit (or assist in the solicitation of) orders for Competitive Products from, or provide any Competitive Product to, any Customer or Potential Customer of Employer. "Customer" means only those customers of Employer with whom Employer actually did business, and with whom I had contact or about whom I had access to confidential information, during the last year of my employment. "Potential Customer" shall mean any person or entity to which Employer provided a proposal or bid during the last year of my employment with which I had involvement or about which I had access to confidential information.
C. Non-Compete Covenant: For a period of eighteen (18) months after I cease to be employed by employer for any reason other than termination due to a layoff or work force reduction, I will not directly or indirectly, within the Restricted Area, become employed by, work for, or otherwise provide services to, any Competitor in any capacity that relates to the design, development, manufacture, assembly, distribution, marketing or sale of Competitive Products. "Competitive Products" means electrical submersible motors and electrical submersible motor controls and water pumping systems, water filtration or water treatment technologies. "Competitor" means any person or entity that designs, develops, manufactures, assembles, distributes, markets or sells Competitive Products or components in competition with Employer, including but not limited to Pentair, Xylem, Grundfos, Clack, Kinetico, AO Smith, Culligan, and Hitachi.
D. Non-Hire Agreement: For a period of eighteen (18) months after I cease for any reason to be an employee of Employer, I will not, directly or indirectly, (a) hire, interview for employment, offer employment to, or employ any Restricted Employee, or assist anyone else to do so, or (b) solicit, advise, encourage or induce (or assist in the solicitation, advising, encouragement or inducement of) any Restricted Employee to terminate his or her employment with Employer or suggest that s/he do so. "Restricted Employee" means any person who was employed by Employer within the last three (3) months of my employment with Employer, and with whom I had contact or for whom I had direct or indirect supervisory responsibility during my employment with Employer.
OTHER AGREEMENTS
6.In addition to any damages awarded by any court and all other remedies otherwise available at law or in equity, Employer shall be entitled to injunctions, both preliminary and final, enjoining and restraining any breach or threatened or intended breach of paragraphs 2, 3 and 4, and I hereby consent to the issuance thereof without Employer being required to post any bond. In the event that Employer shall successfully enforce any part of this Agreement through legal proceedings, I agree to pay to Employer all costs and attorneys' fees reasonably incurred by it in that endeavor. In the event that I am found to have breached any covenant in this agreement, the time period provided for in that covenant shall be deemed tolled (i.e., it will not run) for so long as I am in violation of that covenant.
7.I understand and agree that this Agreement is not a guarantee of continued employment for any period. My employment is at will. This means I am free to terminate my employment at any time, for any reason, and that Employer retains the same rights. I understand and agree that this Agreement is assignable by Employer and is enforceable by Employer's successors and assigns.
8.This Agreement shall be construed and applied under Indiana law. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid or unenforceable in any respect, this Agreement shall be construed as if such provision had never been contained herein, and the remainder of this Agreement shall be enforceable and binding upon the parties. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad (for example as to temporal scope), it shall be construed and limited so as to be compatible with the applicable law as it then shall appear.
| EMPLOYEE: | EMPLOYER: | |||||||
| /s/ Daniela Williams | /s/ Jonathan Grandon | |||||||
| Daniela Williams | Jonathan Grandon | |||||||
| Date: 7/7/25 | General Counsel | |||||||
| Date: 7/7/25 | ||||||||
EXHIBIT 10.9
SHARE REPURCHASE AGREEMENT
This Share Repurchase Agreement (this “Agreement”), dated as of June 9, 2025, is entered into between Franklin Electric Co., Inc., an Indiana corporation (the “Company”), and Michael T. Flood, Louise Kellison Marsh, and Old National Bank dba Old National Wealth Management, in their capacity as the Co-Trustees of the Patricia Schaefer Amended and Restated Revocable Trust dated March 1, 2022 (said trust now being known as the Patricia Schaefer Settlement Trust) (the “Seller”) (each, a “Party” and, collectively, the “Parties”).
WHEREAS, the Seller owns 1,200,000 (One Million Two Hundred Thousand) shares of Common Stock, $0.10 par value, of the Company (the “Repurchased Shares”) which are subject to the terms of a Stock Redemption Agreement dated April 15, 2015 entered into between the Parties (the “Stock Redemption Agreement”); and
WHEREAS, the Seller wishes to sell to the Company, and the Company wishes to repurchase from the Seller, the Repurchased Shares, as more fully described and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.Share Repurchase. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, transfer, and deliver to the Company, and the Company shall purchase from the Seller, all of the Seller's rights, title, and interest in and to the Repurchased Shares (the “Repurchase”), free and clear of any pledge, lien, charge, security interest, mortgage, claim, or other encumbrance, except as otherwise evidenced by legends on the share certificate(s) evidencing the shares (each, an “Encumbrance”). Upon payment of the Purchase Price (as defined below) at the Closing, the Seller shall cease to have any rights as a holder of the Repurchased Shares.
2.Purchase Price. The purchase price per share for the Repurchased Shares (the “Purchase Price”) shall be equal to the volume-weighted average price of the Company’s common stock as reported on the NASDAQ for the five (5) trading days immediately preceding the Closing.
3.Payment Terms. The Company shall pay the Purchase Price to the Seller at the Closing in cash or by wire transfer of immediately available funds to an account designated by the Seller prior to the Closing.
4.Withholding. The Company shall be entitled to deduct and withhold from the Purchase Price such amounts as the Company is required to deduct and withhold under the Internal Revenue Code, or any provision of state, local, or foreign tax law. To the extent that such amounts are so withheld by the Company, such withheld and deducted amounts will be treated for all purposes of this Agreement as having been paid to the Seller.
5.Closing. The closing of the transactions contemplated by this Agreement shall take place on June 13, 2025 remotely by exchange of documents and signatures (or their electronic counterparts) (the “Closing”).
6.Closing Deliverables. At the Closing, the Seller shall deliver to the Company stock powers duly executed in blank and any other documentation reasonably requested by the Company to evidence the transfer of the Repurchased Shares, free and clear of all Encumbrances. No share certificates have been issued with respect to the Repurchased Shares. The Company shall deliver to the Seller the full Purchase Price in accordance with Section 3, subject to Section 4.
7.Representations and Warranties of Seller. The Seller represents to the Company that:
(a)The Seller is the sole legal and beneficial owner of the Repurchased Shares and such ownership is free and clear of all Encumbrances;
(b)Except as set out in the Stock Redemption Agreement, there are no other agreements, obligations, commitments orders, judgments, or decrees which prohibit or restrict the voting, transfer, or assignment of the Repurchased Shares;
(c)The Seller has full legal power, authority, and capacity to execute, deliver, and perform this Agreement and this Agreement shall constitute a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms;
(d)None of the execution, delivery, or performance by the Seller will conflict with, result in the breach of, constitute a default under or accelerate the performance required by the terms of:
(i)Any applicable law;
(ii)The provisions of any contract or agreement to which the Seller is a party or to which any of the Seller's material assets are bound.
(e)There is no action pending, or to the actual knowledge of the Seller, threatened against the Seller or its affiliates which, if adversely determined, would prevent the consummation of the transaction contemplated by this Agreement. There is no action by the Seller pending or threatened against any other person relating to the Repurchased Shares owned by the Seller.
(f)By reason of the Seller's business or financial experience (either alone or together with the Seller's advisers), the Seller has the capacity to protect the Seller's own interests in connection with the sale of the Repurchased Shares to the Company and to evaluate the potential risks and benefits of the sale hereunder of the Repurchased Shares;
(g)The Seller understands that the Seller (and not the Company) shall be responsible for the Seller’s tax liability and any related interest and penalties that may arise as a result of the transactions contemplated by this Agreement.
8.Representations and Warranties of the Company. The Company represents and warrants to the Seller that:
(a)The execution and delivery by the Company of this Agreement and performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered to the Seller by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms;
(b)None of the execution, delivery, or performance by the Company, nor the consummation of the transaction contemplated hereby by the Company will conflict with, result in the breach of, constitute a default under or accelerate the performance required by the terms of:
(i)Any applicable law;
(ii)The provisions of any material contract or agreement to which the Company is a party or to which any of the Company's material assets are bound; or
(iii)Any of the Company's organizational documents, including its certificate of incorporation and by-laws.
(c)After giving effect to the payment of the Purchase Price to the Seller, the capital of the Company will not be impaired.
(d)There is no action pending, or to the actual knowledge of the Company, threatened against the Company or its subsidiaries which, if adversely determined, would prevent the consummation of the transaction contemplated by this Agreement.
(e)The Company understands that the Company (and not the Seller) shall be responsible for the Company’s tax liability and any related interest and penalties that may arise as a result of the transactions contemplated by this Agreement.
9.Public Disclosure. The Company shall file a Current Report on Form 8-K or other applicable disclosure filing with the United States Securities and Exchange Commission disclosing the material terms of the transactions contemplated herein, including this Agreement if required.
10.Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Indiana in each case located in the city of Fort Wayne and County of Allen, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
11.Further Assurances. The Parties shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further action as may be reasonably required to effectuate the transactions contemplated by this Agreement.
12.Survival of Representations and Warranties. The representations and warranties contained herein or made in writing by the Parties shall survive the closing.
13.Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.
14.Notices. Any notice or other communication under this Agreement shall be in writing and shall be deemed given if delivered personally or by registered or certified mail, postage prepaid, addressed to the respective parties at the addresses set forth on the signature page hereof.
15.Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not by themselves affect the interpretation of this Agreement.
16.Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each provision of this Agreement shall be severable and enforceable to the extent permitted by law.
17.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
18.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the Parties.
19.Amendments; Waiver. No supplement, modification, waiver or amendment of this Agreement shall be binding unless executed in writing by both of the Parties.
20.Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
21.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
| /s/ Michael T. Flood | ||||||||
| Michael T. Flood, Co-Trustee, Patricia Schaefer Settlement Trust | ||||||||
| /s/ Louise Kellison Marsh | ||||||||
| Louise Kellison Marsh, Co-Trustee, Patricia Schaefer Settlement Trust | ||||||||
| OLD NATIONAL WEALTH MANAGEMENT, Co-Trustee, Patricia Schaefer Settlement Trust | ||||||||
| By: /s/ Ryan Groves | ||||||||
| Ryan Groves | ||||||||
| Its: VP | ||||||||
| Address: | ||||||||
| c/o Barrett McNagny, LLP | ||||||||
| 215 E. Berry Street | ||||||||
| Fort Wayne, Indiana 46802 | ||||||||
| Attn: John C. Barce | ||||||||
| jcb@barrettlaw.com | ||||||||
| Franklin Electric Co., Inc. | ||||||||
| By /s/ Jonathan Grandon | ||||||||
| Name: Jonathan Grandon | ||||||||
| Title: Vice President, Chief Administrative Officer | ||||||||
| Address: | ||||||||
| 9255 Coverdale Road | ||||||||
| Fort Wayne, Indiana 46809 | ||||||||
| Attn: Legal Department | ||||||||
| FELegal@fele.com | ||||||||
EXHIBIT 31.1
CERTIFICATIONS
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph A. Ruzynski, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Franklin Electric Co., Inc., for the second quarter ending June 30, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Franklin Electric Co., Inc. as of, and for, the periods presented in this report;
4.Franklin Electric Co., Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Franklin Electric Co., Inc. and we have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Franklin Electric Co., Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of Franklin Electric Co., Inc.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any changes in Franklin Electric Co., Inc.'s internal control over financial reporting that occurred during Franklin Electric Co., Inc.'s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.Franklin Electric Co., Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Franklin Electric Co., Inc.'s auditors and the audit committee of Franklin Electric Co., Inc.'s board of directors:
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Franklin Electric Co., Inc.'s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in Franklin Electric Co., Inc.'s internal control over financial reporting.
| Date: | July 31, 2025 | |||||||
| /s/ Joseph A. Ruzynski | ||||||||
| Joseph A. Ruzynski | ||||||||
| Chief Executive Officer | ||||||||
| Franklin Electric Co., Inc. | ||||||||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jennifer A. Wolfenbarger, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Franklin Electric Co., Inc., for the second quarter ending June 30, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Franklin Electric Co., Inc. as of, and for, the periods presented in this report;
4.Franklin Electric Co., Inc.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Franklin Electric Co., Inc. and we have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Franklin Electric Co., Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of Franklin Electric Co., Inc.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in Franklin Electric Co., Inc.'s internal control over financial reporting that occurred during Franklin Electric Co., Inc.'s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Franklin Electric Co., Inc.'s internal control over financial reporting; and
5.Franklin Electric Co., Inc.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Franklin Electric Co., Inc.'s auditors and the audit committee of Franklin Electric Co., Inc.'s board of directors:
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Franklin Electric Co., Inc.'s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in Franklin Electric Co., Inc.'s internal control over financial reporting.
| Date: | July 31, 2025 | |||||||
| /s/ Jennifer A. Wolfenbarger | ||||||||
| Jennifer A. Wolfenbarger | ||||||||
| Vice President and Chief Financial Officer | ||||||||
| Franklin Electric Co., Inc. | ||||||||
EXHIBIT 32.1
CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Franklin Electric Co., Inc. (the “Company”) on Form 10-Q for the second quarter ending June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph A. Ruzynski, Chief Executive Officer of the Company, certify to my knowledge, pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | July 31, 2025 | |||||||
| /s/ Joseph A. Ruzynski | ||||||||
| Joseph A. Ruzynski | ||||||||
| Chief Executive Officer | ||||||||
| Franklin Electric Co., Inc. | ||||||||
EXHIBIT 32.2
CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Franklin Electric Co., Inc. (the “Company”) on Form 10-Q for the second quarter ending June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jennifer A. Wolfenbarger, Interim Chief Financial Officer of the Company, certify to my knowledge, pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | July 31, 2025 | |||||||
| /s/ Jennifer A. Wolfenbarger | ||||||||
| Jennifer A. Wolfenbarger | ||||||||
| Vice President and Chief Financial Officer | ||||||||
| Franklin Electric Co., Inc. | ||||||||