DEF 14A of Xylem Inc., Apr 2, 2024

DEF 14A of Xylem Inc.

Filed Apr 2, 2024 · FY20230000950170-24-039863

Open on EDGAR

  1. OUR 2024 DIRECTOR NOMINEES1

    OUR 2024 DIRECTOR NOMINEES1

  2. OUR 2024 DIRECTOR NOMINEES1

    | 9 of 10 Nominees are independent | 4 of 10 Nominees are Women | 2 of 10 Nominees are ethnically or racially diverse | 4 of 10 Nominees have origins outside the U.S. | 5 of 10 Nominees have CEO experience | 5.4 Years average tenure |

  3. OUR 2024 DIRECTOR NOMINEES1

    1 Based on diversity characteristics with which each director nominee identifies; average tenure as of Annual Meeting date, May 16, 2024.

  4. PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING

    | | Jeanne Beliveau-Dunn, 64 Independent Director Director since 2017 | | Earl R. Ellis, 58 Independent Director Director since 2023 | | Committees:  Audit  Leadership Development & Compensation | | Committees:  Audit | | | Qualifications, Attributes and Skills As a former executive and a director of other public companies, Ms. Beliveau-Dunn brings extensive innovation and technology experience, including cybersecurity, and critical perspectives on strategy to our Board. She had P&L responsibility at Cisco and also brings significant experience in international operations, sales and marketing, sustainability and resilience to climate change, business transformation and talent management, including building network operations and security teams. Ms. Beliveau-Dunn is a leading voice on digitization and a pioneer in cloud, software-as-a-service and business productivity software, and a longtime champion of diversity, equity and inclusion to grow STEM talent. | | Qualifications, Attributes and Skills As a sitting CFO, Mr. Ellis brings to our Board extensive business experience with a broad financial background. He also has experience developing, operationalizing and driving strategy and expertise with respect to strategic transactions, technological transformation, operations, procurement, risk management, capital management and allocation, audit and compliance. | | | Professional Experience  Chief Executive Officer & President of Claridad, LLC, a digital and IoT consulting firm that provides Software-as-a-Service and services around automation and security, since April 2018  Vice President & General Manager of Cisco Systems Inc., a global technology company, where she managed the products and services business and operations, and built and operated centers of excellence, learning and knowledge, and innovation practices for scale  During her 22-year career at Cisco, she built effective networking, digital and security solutions and businesses, including strategies for IoT in smart cities and industrial and energy markets.  Fellow of the National Association of Corporate Directors and 2023 NACD Directorship 100 Honoree  Founder of the IoT Talent Consortium, a membership-driven non-profit organization, and President of the board from 2016 through March 2018 | | Professional Experience  Executive Vice President & Chief Financial Officer of ABM Industries Inc., a facility services company, since 2020  Instrumental in leading the development of ABM’s strategic plan and technological transformation  Prior to joining ABM, served as Senior Vice President, Finance of Best Buy, a consumer electronics company, and Senior Vice President & CFO of Best Buy Canada  Prior to joining Best Buy in 2016, held executive leadership roles at a number of other public companies, including Canadian Tire Corporation, Campbell Soup, Kraft Foods, and Coca-Cola Bottling  Served on the board of directors of Grace Foods Canada (2014 - 2023)  Member of the Executive Leadership Council since 2019  Served on the board of directors of the North Minneapolis Achievement Zone and the board of governors of the University of Guelph | | | Other Public Company Boards  Columbus McKinnon Corp. (2020-present)  Edison International and its publicly-listed subsidiary, Southern California Edison Company (2019-present)  Sykes Enterprises, Inc. (May 2021–September 2021) | | | |

  5. PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING

    | | Robert F. Friel, 68 Independent director Director since 2012 | | Lisa Glatch, 61 Independent Director Director since 2023 | | | | Committees:  Leadership Development & Compensation | | | Qualifications, Attributes and Skills As former President, CEO and Chairman of a large public company and a seasoned director, Mr. Friel brings extensive experience in global technology companies as well as deep strategic, financial, tax and board leadership experience. Mr. Friel also brings to our Board expertise in leadership development, risk management, corporate governance, including executive compensation, as well as experience leading and integrating strategic transactions. | | Qualifications, Attributes and Skills As a former executive and a director of other public companies, Ms. Glatch brings extensive engineering, technology and industrial expertise, as well as critical strategic and financial perspectives, to our Board. With more than 30 years’ experience in senior leadership roles across the public and private sectors in the energy, chemicals, environmental, water and transportation industries, she has deep experience in a number of operational functions, including information technology and cybersecurity, sales and marketing, government relations and sustainability. | | | Professional Experience  Served as Chief Executive Officer of PerkinElmer, Inc., a multinational corporation focused on human and environmental health, from January 2008 until his retirement in December 2019  One of the primary architects of PerkinElmer's transformation into a global technology leader  Joined PerkinElmer in 1999 and held a variety of positions, including Executive Vice President & Chief Financial Officer, with responsibility for business development and information technology, in addition to his oversight of the finance function  Served as PerkinElmer’s President of Life and Analytical Sciences, and President & Chief Operating Officer  Prior to joining PerkinElmer, held several global financial executive positions, including Vice President & Treasurer, for over 19 years with AlliedSignal, Inc. (now Honeywell International Inc.) | | Professional Experience  President, LNG and Net-Zero Solutions and Chief Sustainability Officer of Sempra Infrastructure, an energy infrastructure company and affiliate of Sempra (formerly Sempra Energy) from November 2021 until her retirement in April 2022  Previously held a number of leadership roles at Sempra LNG, a predecessor of Sempra Infrastructure, including as President, Chief Operating Officer and Chief Sustainability Officer  Prior to joining Sempra in 2018, served as Executive Vice President & Chief Strategic Development Officer of CH2M (now Jacobs Engineering)  Earlier in her career, spent more than 20 years at Fluor Corporation in a range of leadership roles, including President of the Government Group and Senior Vice President of Project Operations for the Energy & Chemicals Group | | | Other Public Company Boards  West Pharmaceutical Services, Inc. (2020-present)  NuVasive, Inc. (2016-2023)  PerkinElmer, Inc. (2006-2019); Chairman (2009-2019) | | Other Public Company Boards  Fluor Corporation (2024-present)  Hess Corporation (2022-present)  Evoqua Water Technologies Corporation (2020-2023)  Infraestructura Energetica Nova, S.A.B. de C.V (2020-2021) | |

  6. PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING

    | | Victoria D. Harker, 59 Independent Director Director since 2011 | | Mark D. Morelli, 60 Independent Director Director since 2022 | | Committees:  Audit (Chair)  Nominating & Governance | | Committees:  Audit  Leadership Development & Compensation (Chair) | | | Qualifications, Attributes and Skills Ms. Harker brings to our Board extensive global business experience with a wide-ranging management and financial background and experience in the digital transformation of businesses. Ms. Harker’s deep experience as both a recently sitting CFO and director of other public companies provides additional critical skills, including with respect to governance, strategic and transformative transactions, cybersecurity, operations, risk management, capital allocation, audit and compliance. | | Qualifications, Attributes and Skills Mr. Morelli brings extensive leadership experience and global perspectives, together with a deep background in industrial technology and innovation, business operations, manufacturing, and strategy. With nearly two decades of experience leading companies through transformative growth and innovation, he brings expertise in building smart and sustainable solutions, managing climate-related risks, shaping high-performance teams, and advancing diversity, equity and inclusion in the workplace. | | | Professional Experience  Served as Executive Vice President & Chief Financial Officer of TEGNA, Inc., a media company innovating in the digital age, from June 2015 when TEGNA spun off from Gannett Co., until December 2023, followed by her retirement from the company in March 2024  CFO of Gannett from July 2012 to June 2015  Prior to joining Gannett in 2012, served as the CFO and President of Global Business Services of the AES Corporation, a diversified, multinational power generation and utility company  Prior to joining AES in 2006, held several key leadership roles including Acting CFO and Treasurer of MCI and CFO of MCI Group, a unit of World-Com Inc.  Member of the American University Advisory Council for the Kogod School of Business  Member of the board of the State Council of Higher Education for Virginia  Served as a trustee on the Board of Visitors of the University of Virginia (2012 – 2016) and continues to serve on a number of advisory boards | | Professional Experience  President & Chief Executive Officer of Vontier Corporation, a global industrial technology company focused on smarter mobility, since January 2020  Served as President & Chief Executive Officer of Columbus McKinnon Corporation, a leading designer, manufacturer and marketer of intelligent motion solutions for material handling, from February 2017 to January 2020  Prior to joining Columbus McKinnon, served as President & Chief Operating Officer of Brooks Automation, Inc., and President & Chief Executive Officer of Energy Conversion Devices, Inc.  Served in a number of roles with United Technologies Corporation, including President, Carrier Commercial Refrigeration  Began his career as a U.S. Army officer and helicopter pilot | | | Other Public Company Boards  Philip Morris International (2024-present)  Huntington Ingalls Industries (2012-present)  Stride, Inc. (2020-2022) | | Other Public Company Boards  Vontier Corporation (2020-present)  Columbus McKinnon (2017-2020) | |

  7. PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING

    | | Jerome A. Peribere, 69 Independent Director Director since 2013 | | Matthew F. Pine, 52 President & Chief Executive Officer Director since 2024 | | Committees:  Nominating & Governance (Chair) | | | | | Qualifications, Attributes and Skills As a former President & CEO of a large public company and a seasoned director, Mr. Peribere brings extensive knowledge of leadership, strategy, sustainability, risk management, sales and marketing, and executive compensation. Given his deep experience with global industrial companies, he also brings to our Board expertise in manufacturing and operations, growth, integration of acquisitions, technology and product development. | | Qualifications, Attributes and Skills Mr. Pine brings to our Board valuable global leadership experience, and expertise in sales and marketing, business operations, supply chain, product management, innovation, technology, digital transformation and risk management, as well as extensive knowledge of the water industry and other relevant industries. He also brings deep experience leading and executing complex strategic transactions, including acquisitions and joint ventures. Mr. Pine is passionate about the future of water and inclusivity in the workplace. He has led employee network groups throughout his career and served as executive sponsor for the inaugural network group for Xylem’s Black and African-American colleagues, the Maji Network. He also champions Xylem’s reverse mentoring and sponsorship programs to advance an inclusive workplace that fosters learning through a diversity of perspectives. | | | Professional Experience  President & Chief Executive Officer of Sealed Air, a global manufacturer of protective and specialty packaging for food and consumer goods, from 2013 until his retirement in 2017  Led the transformation of Sealed Air from a products-based company to a knowledge-based company, with a more unified organization through the company’s rebranding, and renewed commitments to creating customer value and sustainability  Previously served as the President & Chief Operating Officer of Sealed Air  From 1977 through 2012, held various leadership roles at The Dow Chemical Company, most recently as Executive Vice President of Dow and President and Chief Executive Officer, Dow Advanced Materials from 2009 through August 2012 | | Professional Experience  President & Chief Executive Officer of Xylem from January 2024 to present  Joined Xylem in 2020, served as Chief Operating Officer from January 2023 to December 2023 and previously led the Applied Water Systems and Measurement & Control Solutions segments, and the Americas Commercial Team  Prior to joining Xylem, held senior leadership roles at United Technologies Corporation, a multinational conglomerate, including President of Carrier Residential from 2018 to 2020  Earlier in his career, held a number of sales and marketing leadership roles at Vestas Wind Systems, Lennox International Inc., and Trane Residential & Light Commercial Systems  Member of the U.S. Business Roundtable  Member of the World Economic Forum’s Alliance of CEO Climate Leaders | | | Other Public Company Boards  Ashland Global Holdings Inc. (2018-present) | | | |

  8. PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING

    | | Lila Tretikov, 46 Independent Director Director since 2020 | | Uday Yadav, 61 Independent Director Director since 2020 | | Committees:  Nominating & Governance | | Committees:  Audit  Nominating & Governance | | | Qualifications, Attributes and Skills Ms. Tretikov is a leading expert on artificial intelligence and business transformation and brings extensive innovation and technology and cybersecurity experience to our Board, as well as experience in climate accounting and measurement and evaluation of climate technology. She also brings valuable perspectives related to her experience applying a cross-disciplinary approach to creating solutions that address some of the world's most challenging problems and empower humanity through technology. Ms. Tretikov founded a company in the field of computational genomics while at college and has numerous patents and articles to her name in the field of technology-enabled business transformations. | | Qualifications, Attributes and Skills Mr. Yadav brings to our Board valuable global leadership experience and expertise in business operations, strategy and risk management, as well as extensive knowledge of emerging markets. He also brings more than 20 years of industrial experience and global P&L leadership serving diverse sectors, including heavy industry, aerospace, and automotive, and deep experience in deploying new product and service solutions and developing new business models, including energy transition linked to climate change. | | | Professional Experience  Former Corporate Vice President & Deputy Chief Technology Officer of Microsoft, a technology company, from April 2020 to January 2024  Joined Microsoft in April 2018 as Corporate Vice President, Artificial Intelligence, Perception & Mixed Reality  Served as Senior Vice President of Engie SA, a multinational energy company, and CEO and vice chairman of the Terrawatt Initiative, a non-profit organization launched by Engie and other multinationals with a mission to alter the Earth’s ecology through energy transition to CO2-negative systems, from December 2016 to December 2019  Earlier in her career, held a number of leadership positions at technology companies and non-profit organizations, including as CEO and Executive Director of The Wikimedia Foundation and founder and CEO of a business that was ultimately acquired by Ameritrade  Co-founder of nam.R SA, a Paris-based software company | | Professional Experience  Chief Executive Officer, TK Elevator, provider of elevator and escalator technology, since May 2022  President & Chief Operating Officer, Electrical Sector, for Eaton, a power management company, from July 2019 to May 2022  Joined Eaton in 1999 and held corporate-wide roles as well as leadership positions in all of the company’s operating groups, including in India, China, Europe and the United States  Prior to joining Eaton, worked at Aeroquip-Vickers, which was acquired by Eaton, and Lucas Engineering & Systems, based in the UK  Served on the board of Hopewell, a therapeutic farm community addressing mental illness **Note that after more than 12 years of service, Mr. Steven R. Loranger will retire from the Board as of the 2024 Annual Meeting, in line with the Board’s retirement age policy. Mr. Lynn C. Swann will also retire from the Board as of the 2024 Annual Meeting after a year of service, in line with the Board’s retirement age policy. The Board thanks Messrs. Loranger and Swann for their valuable service. Accordingly, the size of the Board will be reduced to ten directors as of the Annual Meeting. | | | Other Public Company Boards  SOPHiA Genetics SA (2023-present)  Volvo Cars AB (2021 – present)  nam.R SA (2018 – 2023) | | | |

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors. Compensation for our non-employee directors is set by the Board at the recommendation of the LDCC.

  10. Director Compensation Limit Policy

    Director Compensation Limit Policy Our Board compensation policy limits the total annual compensation for non-employee directors to $750,000 per year. This limit is inclusive of the value of the applicable annual cash retainer(s), excess meeting fees (if any) and the grant date fair value of the annual equity award.

  11. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  12. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Jeanne Beliveau-Dunn | 103,750 | 165,000 | 2,396 | 271,146 | | Earl R. Ellis | 95,417 | 190,000 | 5,215 | 290,632 | | Robert F. Friel | 173,125 | 235,000 | 5,762 | 413,887 | | Lisa Glatch | 78,750 | 165,000 | 331 | 244,081 | | Victoria D. Harker | 127,500 | 165,000 | 2,758 | 295,258 | | Steven R. Loranger | 107,500 | 165,000 | 1,236 | 273,736 | | Mark D. Morelli | 118,750 | 165,000 | 1,258 | 285,008 | | Jerome A. Peribere | 118,750 | 165,000 | 3,762 | 287,512 | | Lynn C. Swann | 78,750 | 165,000 | 721 | 244,471 | | Markos I. Tambakeras (4) | 28,750 | — | 10,515 | 39,265 | | Lila Tretikov | 103,750 | 165,000 | 90 | 268,840 | | Uday Yadav | 103,750 | 165,000 | 396 | 269,146 |

  13. DIRECTOR COMPENSATION TABLE

    The amounts represent cash compensation received in respect of service on our Board, as applicable, in 2023. Fees earned may be paid, at the election of the Director, in cash or deferred cash. Non-employee directors may irrevocably elect deferral into an interest-bearing cash account or an account that tracks the performance of Xylem common stock. All directors, other than Ms. Glatch and Mr. Swann, received an annual equity grant of 1,580 shares of restricted stock units ("RSUs") on May 18, 2023 (grant date), the date of the Company’s 2023 Annual Meeting. Mr. Friel received an additional 670 RSUs, for his role as the Independent Board Chair. Ms. Beliveau-Dunn, Mr. Friel, Mr. Loranger and Mr. Peribere elected to defer their 2023 RSUs. Ms. Glatch and Mr. Swann received an annual equity grant of 1,633 shares of RSUs on May 24, 2023 (grant date), the date of their respective appointments to the Board. The amounts shown in this column reflect the grant date fair value of the awards computed in accordance with FASB ASC 718, “Compensation—Stock Compensation”, and are calculated using a price per unit of $104.43 and $101.06, the closing market prices of the Company’s common stock as reported by the NYSE on May 18, 2023 and May 24, 2023, respectively, the aforementioned grant dates. Mr. Ellis also received 249 RSUs as a pro-rata grant of the annual director equity retainer upon joining the Board on March 9, 2023 (grant date) with a grant date fair value of $100.48 per share, the closing market price of Xylem’s common stock on the grant date. Assumptions used in the valuations are discussed in Note 17 to the Company’s audited consolidated financial statements for the year ended December 31, 2023, in the Annual Report on Form 10-K filed with the SEC on Feb 28, 2024. (3) Amounts shown are comprised of the annual premium for group life insurance provided to non-employee directors described in “Indemnification and Insurance,” and matching contributions to Xylem Watermark, our corporate social responsibility program, that Xylem made on behalf of directors who contributed up to a maximum of $10,000. All Other Compensation provided in excess of $1,000 pertaining to Watermark matching contributions are as follows: Ms. Beliveau-Dunn $2,000, Mr. Ellis $5,000, Mr. Friel $5,000, Ms. Harker $2,500, Mr. Peribere $3,000 and Mr. Tambakeras $10,000. All Other Compensation provided in excess of $1,000 pertaining to group life insurance premiums are as follows: Mr. Loranger $1,236. (4) Markos I. Tambakeras retired from the Board of Directors effective May 18, 2023.

  14. 2023 Executive Compensation Highlights

    2023 Executive Compensation Highlights Based on our executive total rewards philosophy, the LDCC took the following compensation actions in 2023: • Base Salary: The LDCC provided base salary merit increases of 2.5% to 4.0% for our NEOs based on a review of market median data and performance. Mr. Pine received a base salary increase of 20.2% for his promotion to COO. See additional details in the “Our Executive Compensation Program” section under the “Base Salary” subsection. • Annual Incentive Plan (“AIP”) Compensation: Our AIP is linked to the Company’s annual financial performance and strategic objectives. For the 2023 performance year, the AIP continued to measure Team Performance with equal weighting for three key financial metrics, as well as individual performance objectives, where environmental and human capital-related objectives are also included. Metric definitions and additional details are provided in “Elements of Our Executive Compensation Program – Overview” on page 48. For 2023, the LDCC approved a Team Performance score of 165% based on the overall performance against the financial metrics. Actual AIP awards for the NEO’s ranged from 163% to 171% of target and are described in detail in “Our Executive Compensation Program” under the “Annual Incentive Plan” subsection. • Long-Term Incentive Plan (“LTIP”) Compensation: Our LTIP awards are designed to align executive pay with long-term value creation for our shareholders. The 2023 annual LTIP awards for NEOs were composed of (1) 50% Performance Share Units (“PSUs”), of which 25% are earned based on a 3-year TSR metric relative to the S&P 500 (excluding financial services companies) (“rTSR”), 12.5% are earned based on a pre-set third year adjusted EBITDA metric, and 12.5% are earned based on a pre-set third year Revenue metric, (2) 25% time-based Stock Options, and (3) 25% time-based Restricted Stock Units (“RSUs”). We introduced adjusted EBITDA as a replacement for Return on Invested Capital (“ROIC”) in 2023, primarily due to the acquisition of Evoqua. The value of 2023 LTIP awards for NEOs, as disclosed in the Summary Compensation Table, was set to generally align with market median and to reflect individual performance and long-term potential. Additional details about LTIP awards are in “Our Executive Compensation Program” under the “Long-Term Incentive Plan” subsection.

  15. 2024 Modifications to Executive Compensation

    2024 Modifications to Executive Compensation The LDCC decided to implement AIP and LTIP design changes for 2024 after taking into consideration the Company’s strategic priorities, market analysis, and thorough discussions with management. • Decrease in AIP Individual Objectives (“IO”) Maximum: Starting in 2024, the Team Performance metrics and the overall AIP award will continue to be capped at 200% of target, while the IO component will be capped at 150% of target (versus 200% of target as in prior years) to align with the incentive designs applicable to the broader employee base, where IO scores are also capped at 150%. • Increase in Maximum Payout for PSUs: Starting in 2024, for all of the PSU metrics, the maximum payout opportunity will be increased from 175% to 200% to better align with market practice and provide additional upside for superior performance aligned with long-term shareholder value creation. Maximum targets will be set accordingly, including an increase in the maximum rTSR performance from the 75th percentile to the 83rd percentile level of performance for the 2024-2026 PSU award cycle.

  16. Best Practices

    | What We Do | | |  | Pay-for-Performance: A significant portion of our NEO pay is performance-based and variable. | |  | Double-Trigger Change of Control Provision: We have adopted double-trigger vesting upon a change of control for our severance plans and LTIP awards | |  | Peer Group Selection: We conduct an annual review of our compensation peer companies (Peer Group) to validate and assess whether the number of companies is appropriate and each company remains comparable. | |  | Annual Compensation Risk Assessment: Annually, we conduct a global risk assessment of incentive-based compensation to identify any issues that could have a material adverse impact on the Company. No material adverse risks were identified in the 2023 annual compensation risk assessment. | |  | Balanced Compensation Design: Our executive compensation program is designed to align with the Company’s business strategy and shareholders’ interests in the context of market practices. We provide balanced short- and long-term incentives, cash and equity, and fixed and variable pay. | |  | Compensation Benchmarking: We conduct benchmarking exercises on a regular basis to validate that our compensation programs are competitive and include a balanced portfolio approach for fixed versus variable compensation. | |  | Clawback: We have a compensation recoupment policy that applies to any incentive-based compensation received by executive officers as required by SEC Rule 10D-1. In addition, starting in 2024, our long-term incentive agreements provide for recoupment at the LDCC’s discretion of time-based and incentive-based equity compensation related to violations of Company policy or conduct materially adverse to the best interests of the Company. | |  | Proactive Management of Share Utilization: Throughout the year, we regularly review and project share utilization to enable reasonable overhang and annual run rate levels. | |  | Stock Ownership Guidelines: All directors, NEOs and other senior leadership team members are expected to hold stock valued at a multiple of base salary/cash retainer. | |  | Insider Trading Policy: We have a robust insider trading policy. | |  | Engagement of an Independent Compensation Consultant: The LDCC engages an independent compensation consultant to advise on executive officer and director compensation matters. | |  | Say on Pay: We conduct an annual shareholder advisory vote. |

  17. Best Practices

    | What We Don’t Do | | | û | No Executive Perquisites: We do not provide any perquisites for our NEOs. | | û | No Special Retirement Plan for NEOs: We do not provide any retirement benefits to NEOs, other than the benefits available to the broader population of salaried employees. | | û | No Tax Gross-Ups: Tax gross-ups are not provided except in the case of taxable relocation expenses or non-permanent international assignment support. We do not provide Section 280G excise tax gross-ups under our plans. | | û | No Fixed-Term Employment Contracts: We do not have a fixed-term employment contract with any of our NEOs. | | û | No Re-pricing of Stock Options or Cash Buy-Outs of Underwater Stock Options: Our equity incentive plan prohibits the re-pricing or exchange of outstanding stock options that are priced above the prevailing market price with lower-priced stock options, stock or cash, without shareholder approval. | | û | Prohibition on Pledging, Hedging and Shorting: We have an anti-shorting, pledging, and hedging policy that prohibits our employees and directors from pledging Xylem securities, purchasing financial instruments, or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of Xylem securities. |

  18. Philosophy and Objectives

    Philosophy and Objectives Our executive compensation program is based on the following principles: • Linked to Our Strategy: Compensation should be simple, flexible, and sustainable to support Xylem’s ongoing business transformation, including increasing our focus on technology, positioning us as a leader in integrating sustainability into our business strategy, and advancing our “One Company” execution. • Long Term: Design of compensation programs should reward executives for balanced long-term growth and profitability, emphasize pay-for-performance, and should be reasonable, fair, fully disclosed, and strongly-aligned with long-term shareholder value creation. • Market Competitive: Target compensation (base salary, target annual incentive compensation and target long-term incentive compensation) opportunities should generally reflect the market median (with flexibility on long-term incentive compensation, as needed, to attract, retain or motivate key talent), and may be adjusted for individuals performance, strategic impact, level of responsibility, potential, industry or functional expertise, tenure, internal pay equity, or special recruitment considerations for newly-hired executives. Actual compensation and incentive award payouts should vary with annual and long-term performance, both at the Company and individual level. • Avoids Excessive Risk: Compensation should be designed and structured so that unnecessary or excessive risk-taking behaviors are discouraged.

  19. NEO Total Direct Compensation Mix

    NEO Total Direct Compensation Mix To align compensation levels for our NEOs with the Company’s performance and shareholder interests, our pay mix emphasizes variable compensation, including performance-based annual and long-term incentive awards. The following chart illustrates the 2023 target compensation mix for our NEOs. The percentages of total target compensation reflected in charts below were calculated using each NEO’s fiscal year 2023 base salary, target annual incentive compensation and target long-term incentive compensation.

  20. Compensation Benchmarking

    Compensation Benchmarking Executive compensation is benchmarked using the compensation levels and practices for the NEOs at companies in our Peer Group and data from multiple broad-based compensation surveys. Each year, the LDCC reviews and selects companies to comprise the Peer Group for the next performance year based on the following criteria: business attributes, extent of global presence, revenue size, market capitalization and talent pool. In August 2022, the LDCC reviewed the Peer Group and made the decision to remove Enovis Corporation (formerly known as Colfax Corporation) based on analysis against our Peer Group selection criteria. Our 2023 Peer Group includes the following companies:

  21. Compensation Benchmarking

    | 2023 Peer Group | | Xylem vs. Peer Group | | | | Agilent Technologies, Inc. | Ingersoll Rand Inc. | USD Billions | | | | Ametek, Inc. | Lincoln Electric Holdings, Inc. | Percentile | Revenue* | Market Capitalization** | | Crane Co. | Parker-Hannifin Corporation | 25th | $4.2 | $12.4 | | Donaldson Company, Inc. | Pentair Ltd. | 50th | $6.2 | $25.9 | | Dover Corporation | Rockwell Automation, Inc. | 75th | $8.4 | $40.7 | | Flowserve Corporation | Roper Technologies, Inc. | | | | | Fortive Corporation | Snap-On, Inc. | Xylem | $7.4 | $27.6 | | IDEX Corporation | TE Connectivity | Percentile Rank | 68% | 52% | | Illinois Tool Works Inc. | | * Based on reported GAAP revenues for the most recent four quarters ended on or prior to December 31, 2023. **As of December 29, 2023, the last trading day of 2023. | | |

  22. Compensation Benchmarking

    In August 2023, the LDCC reviewed the current Peer Group and removed Crane Co. and Donaldson Company, Inc. and added Trane Technologies, plc, Ecolab Inc., and Veralto Corporation for the 2024 performance year based on analysis against our Peer Group selection criteria.

  23. Compensation Benchmarking

    | 2024 Peer Group | | Xylem vs. Peer Group | | | | Agilent Technologies, Inc. | Lincoln Electric Holdings, Inc. | USD Billions | | | | Ametek, Inc. | Parker-Hannifin Corporation | Percentile | Revenue* | Market Capitalization** | | Dover Corporation | Pentair Ltd. | 25th | $4.8 | $17.4 | | Ecolab Inc. | Rockwell Automation, Inc. | 50th | $6.7 | $33.4 | | Flowserve Corporation | Roper Technologies, Inc. | 75th | $13.8 | $52.5 | | Fortive Corporation | Snap-On, Inc. | | | | | IDEX Corporation | TE Connectivity | Xylem | $7.4 | $27.6 | | Illinois Tool Works Inc. | Trane Technologies, plc | Percentile Rank | 60% | 44% | | Ingersoll Rand Inc. | Veralto Corporation | * Based on reported GAAP revenues for the most recent four quarters ended on or prior to December 31, 2023. **As of December 29, 2023, the last trading day of 2023. | | |

  24. Compensation Benchmarking

    In addition to using the Peer Group for benchmarking NEO compensation, the LDCC uses data from multiple broad-based compensation surveys for assessing the competitiveness of our NEOs’ compensation. Survey data sources include Aon Hewitt’s Total Compensation Measurement and Willis Towers Watson’s Compensation Data Bank. Each survey includes approximately 500 to 1,000 participants. The LDCC does not select the companies that participate in these broad-based surveys and does not consider the specific participants in the surveys as a factor in its compensation determinations. Available information regarding compensation levels at our Peer Group companies and in surveys is weighted equally in developing “market median” consensus data. Our NEOs’ target compensation opportunity is designed to approximate the market median (with flexibility on long-term incentive compensation, as needed, to attract, retain or motivate key talent), and may be adjusted for other factors such as outstanding performance, strategic impact, level of responsibility, potential, industry or functional expertise, tenure, internal pay equity, or special recruitment considerations for newly-hired executives. Our NEOs’ actual compensation is intended to vary on a yearly basis in accordance with actual annual and long-term performance.

  25. Elements of Our Executive Compensation Program — Overview

    | Elements | Key Role | | Purpose | | Base Salary | · | Fixed component of compensation. | Designed to be competitive with our Peer Group, and the markets from which we recruit, allowing us to attract and retain the best talent. | | Annual Incentive Plan | · | Variable component of compensation. | Designed to link pay to Xylem’s annual financial performance and strategic growth objectives, including our sustainability and human capital priorities, as well as individual results. | | | · | A cash incentive plan intended to recognize results in a single performance year. | | | Long-Term Incentive Plan | · | Variable component of compensation. | Designed to link pay to long-term performance, to align executive incentives with shareholder value, and to help facilitate stock ownership and share retention. | | | · | 50% of the LTIP award is provided as PSUs based on a three-year relative TSR metric (25%), a pre-set third year adjusted EBITDA metric (12.5%), and pre-set third year Revenue metric (12.5%). | | | | · | The other 50% of the LTIP award is provided as time-based RSUs (25%) and stock options (25%). | | | | · | The amount of the LTIP award is based on factors such as strategic impact of the role, potential, retention risks, performance, and competitiveness with market median. | |

  26. Annual Incentive Plan

    Annual Incentive Plan Our AIP is a cash-based incentive program designed to link compensation to Xylem’s annual financial performance and strategic growth objectives, including our sustainability and human capital priorities, as well as individual results. The “Target AIP Award” opportunity for our NEOs (expressed as a percentage of base salary) is set to generally align with market median. Actual “AIP Payout” is determined as follows:

  27. Annual Incentive Plan

    | Base Salary ($)X | Target AIP Award (% of Salary)X | (Team Performance (Weighted 75%) | + | Individual Performance (Weighted 25%)) | = | AIP Payout ($) |

  28. Annual Incentive Plan

    Each AIP performance metric and the overall AIP award is capped at 200% of target and results are interpolated between points for Team Performance results. For Mr. Pine, the LDCC increased the Target AIP Award as a percentage of base salary from 75% to 80% for 2023 to better align with the market median for his promotion to the COO role. For the other NEOs, the 2023 AIP target awards as a percentage of base salary were unchanged from 2022.

  29. Team Performance Metrics (75%)

    Team Performance Metrics (75%) For 2023, financial metrics were selected to reflect the importance of top line growth, profit, and management of free cash flow as the foundation for building shareholder value. The performance targets for the financial metrics were based on internal operating plans that were established taking into consideration the high end of the range of the 2023 guidance we communicated to shareholders and only based on legacy Xylem (excludes Evoqua). This supports performance targets that are challenging, but achievable in order to motivate our NEOs and broader employee base. Definition, weighting, and payout percentage for each performance metric based on actual performance relative to target performance are summarized below:

  30. Team Performance Metrics (75%)

    | | | | Actual Performance vs. Target for Payout Levels | | | | | Metric | Weighting | Target | Below Threshold (0% of Target) | Threshold Payout (50% of Target) | Target Payout (100% of Target) | Maximum Payout (200% of Target) | | Organic Revenue (1) | 25% | $5,800MM | <94.4% of Target | 94.4% of Target | 100% of Target | 104% of Target | | Adjusted EBITDA (2) | 25% | $1,040MM | <90.6% of Target | 90.6% of Target | 100% of Target | 106.7% of Target | | Free Cash Flow Conversion (3) | 25% | 105% | <80% | 80% | 105% | 130% |

  31. Team Performance Metrics (75%)

    (1) Defined as revenue excluding the impact of fluctuations in foreign currency translation as compared to target and contributions from acquisitions and divestitures. (2) Defined as earnings before interest, taxes, depreciation and amortization expense, adjusted to exclude share-based compensation charges, restructuring and realignment costs, gain or loss from sale of businesses and special charges. (3) Defined as Free Cash Flow (net cash from operating activities, as reported in the Statement of Cash Flows, less capital expenditures) divided by net income, excluding the gain on sale of businesses and other non-recurring significant non-cash impacts, such as non-cash impairment charges and significant deferred tax items. Our definition of Free Cash Flow Conversion does not consider certain non-discretionary cash payments, such as debt.

  32. Individual Objectives (“IO”) (25%)

    | 2023 AIP Awards Paid in 2024 (based on legacy Xylem results) |

  33. Individual Objectives (“IO”) (25%)

    | Team Performance Metrics | Weighting | 2023 Target Performance | 2023 Actual Performance | Actual vs. Target | Actual Payout % | | Organic Revenue ($MM) | 25% | 5,800 | 6,203 | 107% | 200% | | Adjusted EBITDA ($MM) | 25% | 1,040 | 1,155 | 111% | 200% | | Free Cash Flow Conversion | 25% | 105% | 102% | -3% delta | 94% | | Team Performance Score: | | | | | 165% |

  34. Individual Objectives (“IO”) (25%)

    For 2023, we overachieved our revenue growth and adjusted EBITDA metrics based on strong execution on healthy demand across our business, with drop through on overdrive in adjusted EBITDA performance. We fell slightly short of target for free cash flow conversion primarily due to higher than planned working capital levels. The performance above resulted in a Team Performance score of 165% and an overall Company IO funding of 165% of target. The LDCC reviewed the NEOs’ performance in 2023. Each NEO had IOs that were linked to the strategic priorities listed above under “Individual Objectives” and included the following, as applicable: • Deliver 2023 financial targets for organic revenue, adjusted EBITDA, and free cash flow conversion, including for a particular segment or region; • Continue to deploy the Xylem strategy to drive customer success, grow in emerging markets, deliver continuous improvement, strengthen innovation and technology, cultivate leadership and talent development, and integrate sustainability into everything we do; • Advance our progress in the areas of sustainability and human capital management, including safety and diversity and inclusion, as well as the activation of our high impact culture; and • Integrate Evoqua, including tracking to our integration scorecard. In February 2024, the LDCC determined the 2023 AIP payouts for all NEOs. In determining IO performance scores for NEOs, the LDCC considered the management team’s strong performance in exceeding its overall financial commitments for 2023 (Team Performance score of 165%), and in delivering against non-financial dimensions, including: achievement of meaningful improvements in our injury frequency rate; progress against Women in Leadership representation goals, using merit-based hiring, promotions and diverse candidate slates to attract and retain the most qualified talent; the achievement of full process water recycling in certain major facilities, as well as achievement of our water saving goal; and the achievement of the Evoqua integration scorecard. The LDCC awarded Mr. Decker an IO performance score of 100%, which recognizes management’s delivery of financial and non-financial goals, as well as Mr. Decker’s strategic leadership on the Evoqua transaction and execution of the CEO succession plan and transition. Mr. Pine was awarded an IO performance score of 115% based on his strong leadership in driving Xylem’s operational performance in his new role as COO in 2023, as well as the onboarding of Mr. Grogan. Mr. Grogan, Mr. Yarkadas, and Ms. Rowland were awarded IO performance scores of 100% to recognize their leadership and meaningful contributions in their individual functional, segment, and commercial areas. The LDCC decided to award Mr. Cerwinka an IO performance score of 95% largely based on the 2023 financial results for Emerging Markets. Mr. Cerwinka led the Emerging Markets region until May 1, 2023, and continues to lead the Applied Water Systems segment and our Global Process Transformation initiatives. The following table summarizes the actual AIP awards paid to the NEOs in March 2024:

  35. Individual Objectives (“IO”) (25%)

    | Name | Base Salary ($) | Target AIP Award (% of Salary) | Target Annual Incentive ($) | Range of Potential Payouts Based on Team & Individual Results ($) | Total Team & Individual Performance Score (%) | Actual AIP Payout ($) | | Patrick K. Decker | 1,196,000 | 125% | 1,495,000 | 0 - 2,990,000 | 165% | 2,466,750 | | William K. Grogan | 725,000 | 80% | 580,000 | 0 - 1,160,000 | 165% | 275,301 | | Matthew F. Pine | 650,000 | 80% | 520,000 | 0 - 1,040,000 | 171% | 890,175 | | Hayati Yarkadas | 599,328 | 75% | 449,496 | 0 - 898,992 | 165% | 741,669 | | Franz W. Cerwinka | 550,000 | 65% | 357,500 | 0 - 715,000 | 163% | 582,502 | | Sandra E. Rowland | 750,130 | 80% | 600,104 | 0 - 1,200,208 | 165% | 990,172 |

  36. Long-Term Incentive Plan

    Long-Term Incentive Plan Our LTIP is designed to link an executive’s compensation to long-term shareholder value creation. The 2023 LTIP awards for NEOs included the following components:

  37. Long-Term Incentive Plan

    | Components | % of Award | Vesting Period | Rationale | | PSUs | 50% | Performance-based vesting that cliff vests at the end of three years. | Three balanced performance criteria (relative TSR, adjusted EBITDA and Revenue) are designed to provide pay-for-performance linkage. Cliff vesting supports long-term alignment with shareholder value and retention of the Company’s NEOs. | | RSUs | 25% | Time-based vesting in three annual installments. | Three-year vesting supports long-term alignment with shareholders, in conjunction with our stock ownership guidelines, and retention of the Company’s NEOs. | | Stock Options | 25% | Time-based vesting in three annual installments. | Three-year vesting supports long-term alignment with shareholder value and retention of the Company’s NEOs. Actual value materializes only if the share price appreciates over the stock options’ exercise price before the stock options expire. Supports share price performance and long-term alignment with shareholder value creation over the ten-year life of the option. |

  38. Long-Term Incentive Plan

    PSU awards underscore our pay-for-performance philosophy, provide alignment with key long-term financial metrics, and strengthen the performance-based aspects of our compensation program for executive officers and other direct reports to the CEO. The LDCC also considers RSUs and stock options to be performance-based, at-risk pay because their value depends on stock price performance. The mix and balance of LTIP awards were chosen based on the LDCC’s belief in performance-based compensation elements in the context of the Company’s business strategy, as well as market trends and relevant practices among peer companies. The target LTIP award value for each NEO is established each year to be generally in alignment with the market median value for long-term incentives, but also considers potential, performance, retention, and certain other considerations.

  39. Performance Share Units

    Performance Share Units PSUs are stock awards that are settled in shares of Xylem’s common stock subject to three-year cliff vesting and performance requirements. New for 2023, adjusted EBITDA was introduced as a metric, in lieu of ROIC due to the challenge of setting three-year ROIC targets for the combined company following the acquisition of Evoqua, an also since it aligns with our efforts to build long-term value for shareholders by focusing on profitable growth. All performance metrics are based on the combined Company (legacy Xylem and Evoqua). Key elements of the 2023 PSU awards are as follows: • Relative TSR (rTSR): 50% of the PSUs were granted at target (100%) with actual payout (0%-175% of the target number of shares) based on three-year Xylem TSR relative to companies in the S&P 500 Index (excluding financial services companies). We believe rTSR helps us to further align with shareholder interests, and along with adjusted EBITDA and organic Revenue, provides a balanced approach to address both internal and external performance. The potential payout levels (as a percentage of the target number of shares) based on actual performance are summarized below (results are interpolated between Threshold - Target and Target - Maximum). Payouts are capped at 100% of target if Xylem’s 2023-2025 TSR is negative.

  40. Performance Share Units

    | Performance Level | 2023-2025 Relative TSR Rank | Payout as a % of Target | | Maximum | 75th Percentile and Above | 175% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 25% | | Below Threshold | Below 25th Percentile | 0% |

  41. Performance Share Units

    The LDCC selected the companies in the S&P 500 Index (excluding financial services companies) as the benchmark for rTSR in order to reflect the broader investment focus of our shareholders. Similar to the multiple broad-based compensation surveys in our compensation benchmarking, the S&P 500 is not a self-selected customized benchmark and provides a more comprehensive and relevant comparison for our stock price performance. Adjusted EBITDA: 25% of the PSUs were granted at target (100%) with actual payout (0%-175% of the target number of shares) contingent upon the achievement of a pre-set third year adjusted EBITDA target. We believe adjusted EBITDA is a metric that aligns with our efforts to build long-term value for shareholders by focusing on earnings growth. The adjusted EBITDA performance target for the 2023-2025 performance cycle was designed to be sufficiently challenging and aligned with the Company’s strategic plan and historical performance. The 2025 target adjusted EBITDA represents a 15.9% compound annual growth rate (“CAGR”) over 2022 actual performance. Potential payout levels as a percentage of target based on actual performance are summarized below (results are interpolated between Minimum - Target and Target – Maximum; no payout if results are below Minimum):

  42. Performance Share Units

    | Performance Level | 2023-2025 Adjusted EBITDA* | Payout as a % of Target | | Maximum | $2,006MM | 175% | | Target | $1,824MM | 100% | | Minimum | $1,459MM | 50% |

  43. Performance Share Units

    *Defined as earnings before interest, taxes, depreciation, and amortization expense, adjusted to exclude share-based compensation charges, restructuring and realignment costs, special charges and gain or loss from sale of businesses. • Revenue: 25% of the PSUs were granted at target (100%) with actual payout (0%-175% of the target number of shares) contingent upon the achievement of a pre-set third year revenue target. We believe Revenue is a metric that aligns with our efforts to build long-term value for shareholders by focusing on growth. The Revenue performance target for the 2023-2025 performance cycle was designed to be sufficiently challenging and aligned with the Company’s strategic plan and historical performance. The 2025 target Revenue represents a 6.7% CAGR over 2022 actual performance. Potential payout levels as a percentage of target based on actual performance are summarized below (results are interpolated between Minimum - Target and Target – Maximum; no payout if results are below Minimum):

  44. Performance Share Units

    | Performance Level | 2023-2025 Revenue | Payout as a % of Target | | Maximum | $9,426MM | 175% | | Target | $8,768MM | 100% | | Minimum | $7,891MM | 50% |

  45. Performance Share Units

    Key elements of the 2023 PSUs were as follows: • Earned PSUs will be settled in shares upon vesting. • Holders of PSUs do not have voting rights. • Dividend equivalents are accrued and paid in cash only if and to the extent PSUs vest. • If an employee resigns or their employment is terminated prior to vesting, the PSUs are forfeited entirely, including any accrued dividend equivalents. • If an employee qualifies for retirement, dies or becomes disabled, a pro-rated portion of the PSUs vests based on actual performance. • PSUs will vest in full (assuming target performance) upon a termination of employment by the Company without “cause” or by the employee for “good reason” within two years of a change of control, or if the buyer does not assume or replace the awards in connection with a change of control. On March 1, 2024, the LDCC determined payouts for the 2021 PSUs for all NEOs. The 2021 PSUs were earned at 107.7% of target based on performance over the 2021-2023 performance period (excluding Evoqua) as shown below.

  46. Performance Share Units

    | Status of 2021 PSU Award for Completed Performance Cycle in 2023 |

  47. Performance Share Units

    | Performance Metric | Performance Level | Payout | Actual Result | Actual Payout | | ROIC | Maximum: 12.35% Target: 11% Minimum: 9.2% | 175% 100% 0% | 11.6% | 133.3% | | rTSR | Maximum: 75th Percentile Target: 50th Percentile Threshold: 25th Percentile | 175% 100% 25% | 44th Percentile | 82% | | | | | Total Final Payout: 107.7% of target | |

  48. Restricted Stock Units

    Restricted Stock Units RSUs are stock awards that are settled in shares of Xylem’s common stock subject to vesting requirements. Key elements of the 2023 RSU awards were as follows: • RSUs awarded as part of the annual LTIP award vest in three equal annual installments. • RSUs will be settled in shares upon vesting. • Holders of RSUs do not have voting rights. • Dividend equivalents are accrued and paid in cash only upon vesting/settlement of the awards. • If an employee resigns or their employment is terminated prior to vesting, the RSUs are forfeited entirely, including any accrued dividend equivalents. • If an employee qualifies for retirement, a pro-rated portion of the RSUs vest and applicable dividends will be paid upon retirement. • If an employee dies or becomes disabled, the RSUs vest in full. • RSUs will vest in full upon termination of employment by the Company without “cause” or by the employee for “good reason” within two years of a change of control, or if the buyer does not assume or replace the awards in connection with a change of control.

  49. Stock Options

    Stock Options Non-qualified stock options permit participants to purchase shares of Xylem’s common stock in the future at a price equal to the stock’s value on the date the stock options were granted, which is the stock option exercise price. Key elements of the 2023 non-qualified stock option awards were as follows: • Stock options vest in three equal annual installments with a 10-year term and cannot be exercised prior to vesting. • If an employee resigns or their employment is terminated prior to vesting, the unvested portions of the stock options are forfeited entirely. The vested portions of the stock options expire the earlier of three months following the termination date or the original expiration date. • If an employee qualifies for retirement, a pro-rated portion of the unvested stock options vest and remain exercisable until the earlier of three years following the retirement date or the original expiration date. • If an employee dies or becomes disabled, the unvested portions of the stock options vest in full and remain exercisable until the earlier of three years following the death or disability date or the original expiration date. • The unvested stock options will vest in full upon termination of employment by the Company without “cause” or by the employee for “good reason” within two years of a change of control, or if the buyer does not assume or replace the awards in connection with a change of control.

  50. Severance Plan Arrangements

    Severance Plan Arrangements Xylem offers severance plan arrangements to provide transitional assistance to NEOs who are terminated from the Company either without cause or following a change of control. Xylem maintains two severance plans for its senior executives - the Xylem Senior Executive Severance Pay Plan and the Xylem Special Senior Executive Severance Pay Plan. These plans are described in more detail in the “Potential Post-Employment Compensation” section.

  51. Severance Plan Arrangements

    | COMPENSATION Decision-Making Process |

  52. Role of the Compensation Consultant

    Role of the Compensation Consultant The LDCC has retained Pearl Meyer as its independent compensation consultant each year since 2011. In fiscal year 2023, Pearl Meyer only performed executive officer and director compensation services at the direction of the LDCC. Prior to engaging Pearl Meyer each year, the LDCC reviews Pearl Meyer’s independence. The LDCC has determined that Pearl Meyer is independent and Pearl Meyer’s work does not raise any conflicts of interest pursuant to the SEC’s rules and the NYSE listing standards. In 2023, at the request of the LDCC, Pearl Meyer attended all regular LDCC meetings and also met with the LDCC without management present at these meetings. Pearl Meyer provided the LDCC with assessments of and recommendations on our executive compensation philosophy and program design, and assisted with the selection of our Peer Group. At the direction of the LDCC, Pearl Meyer also worked with management to review the results of the annual executive benchmarking exercise, as well as the results of the benchmarking exercise of our non-employee director compensation program. The LDCC has sole authority to retain and terminate the compensation consultant, and is directly responsible for overseeing and compensating the consultant.

  53. Change of Control Agreements

    Change of Control Agreements Our NEOs do not have stand-alone change of control agreements. However, many of the Company’s short- and long-term incentive plans, severance arrangements and non-qualified deferred compensation plans provide additional or accelerated benefits in connection with a change of control. These benefits are described in detail in the “Potential Post-Employment Compensation” section. The Company does not provide any tax gross-ups related to Section 280G of the IRC.

  54. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation for our NEOs for each of the years shown.

  55. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Patrick K. Decker | 2023 | 1,188,923 | — | 5,205,980 | 1,687,514 | 2,466,750 | 276,282 | 10,825,450 | | President and CEO | 2022 | 1,146,154 | — | 4,406,169 | 1,562,505 | 1,797,594 | 1,236,443 | 10,148,865 | | | 2021 | 1,118,616 | — | 6,225,020 | 1,499,996 | 1,420,313 | 177,725 | 10,441,670 | | William K. Grogan | 2023 | 195,192 | 350,000 | 3,792,692 | — | 275,301 | 11,712 | 4,624,898 | | SVP and CFO | | | | | | | | | | Matthew F. Pine | 2023 | 647,896 | — | 1,542,460 | 500,006 | 890,175 | 105,413 | 3,685,950 | | SVP and COO | 2022 | 535,892 | — | 846,034 | 300,005 | 513,198 | 73,436 | 2,268,567 | | | 2021 | 507,308 | — | 1,141,233 | 274,990 | 395,983 | 54,197 | 2,373,711 | | Hayati Yarkadas(6) | 2023 | 596,891 | — | 1,311,059 | 425,003 | 741,669 | 119,889 | 3,194,510 | | SVP and President, | 2022 | 543,388 | — | 846,034 | 300,005 | 517,536 | 115,920 | 2,322,884 | | Europe, WI and GS | 2021 | 556,117 | — | 933,774 | 224,994 | 433,206 | 94,066 | 2,242,156 | | Franz W. Cerwinka | 2023 | 547,817 | — | 578,399 | 187,495 | 582,502 | 592,579 | 2,488,792 | | SVP & President, AWS & GPT | | | | | | | | | | Sandra E. Rowland | 2023 | 746,769 | — | 1,311,059 | 425,003 | 990,172 | 121,586 | 3,594,588 | | Former SVP and CFO | 2022 | 726,083 | — | 1,198,503 | 425,004 | 710,801 | 100,582 | 3,160,973 | | | 2021 | 710,231 | — | 1,763,607 | 425,001 | 576,912 | 77,229 | 3,552,980 |

  56. SUMMARY COMPENSATION TABLE

    (1) The amount represents a sign-on cash award to offset forfeited near term vesting equity award with prior employer. (2) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the PSU and RSU awards. For Mr. Grogan, the amount represents one-time make-whole awards to offset forfeited equity award with prior employer. Assuming the maximum performance is achieved for the 2023 PSU award, the maximum grant date fair value is $6,157,348 for Mr. Decker; $1,824,686 for Mr. Grogan; $1,824,320 for Mr. Pine; $1,550,635 for Mr. Yarkadas; $684,035 for Mr. Cerwinka; and $1,550,635 for Ms. Rowland. A discussion of the awards and assumptions used in calculating the 2023 values may be found in Note 17 to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. (3) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the stock option awards. A discussion of assumptions used in calculating the values of 2023 stock option awards may be found in Note 17 to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024. (4) Amounts represent AIP awards earned for each performance year. (5) Amounts represent items specified in the “All Other Compensation Table” below. (6) Mr. Yarkadas is based in Switzerland and his cash compensation (comprised on the amounts disclosed in the Salary, Non-Equity Incentive Plan Compensation, and All Other Compensation columns) are provided in Swiss Francs. We converted his 2023 cash compensation to U.S. dollars based on the daily average exchange rate of 1.124 USD for 1.000 Swiss Franc during 2023.

  57. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information regarding equity and non-equity awards made to our NEOs during the year ended December 31, 2023.

  58. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(3) | Options (#)(4) | Awards ($/Sh)(5) | Awards ($)(6) | | Patrick K. Decker | | — | 1,495,000 | 2,990,000 | | | | | | | — | | PSU - TSR | 3/1/23 | | | | — | 16,693 | 29,213 | | | | 1,830,888 | | PSU - EBITDA | 3/1/23 | | | | — | 8,347 | 14,607 | | | | 843,798 | | PSU - REV | 3/1/23 | | | | — | 8,347 | 14,607 | | | | 843,798 | | RSU | 3/1/23 | | | | | | | 16,693 | | | 1,687,495 | | Option | 3/1/23 | | | | | | | | 58,070 | 101.09 | 1,687,514 | | William K. Grogan | | — | 580,000 | 1,160,000 | | | | | | | — | | PSU - TSR | 9/18/23 | | | | — | 5,237 | 9,165 | | | | 542,553 | | PSU - EBITDA | 9/18/23 | | | | — | 2,619 | 4,583 | | | | 250,062 | | PSU - REV | 9/18/23 | | | | — | 2,619 | 4,583 | | | | 250,062 | | RSU | 9/18/23 | | | | | | | 28,802 | | | 2,750,015 | | Matthew F. Pine | | — | 520,000 | 1,040,000 | | | | | | | | | PSU - TSR | 3/1/23 | | | | — | 4,946 | 8,656 | | | | 542,477 | | PSU - EBITDA | 3/1/23 | | | | — | 2,473 | 4,328 | | | | 249,996 | | PSU - REV | 3/1/23 | | | | — | 2,473 | 4,328 | | | | 249,996 | | RSU | 3/1/23 | | | | | | | 4,946 | | | 499,991 | | Option | 3/1/23 | | | | | | | | 17,206 | 101.09 | 500,006 | | Hayati Yarkadas | | — | 449,496 | 898,992 | | | | | | | — | | PSU - TSR | 3/1/23 | | | | — | 2,802 | 4,904 | | | | 307,323 | | PSU - EBITDA | 3/1/23 | | | | — | 1,401 | 2,452 | | | | 141,627 | | PSU - REV | 3/1/23 | | | | — | 1,401 | 2,452 | | | | 141,627 | | RSU | 3/1/23 | | | | | | | 2,802 | | | 283,254 | | Option | 3/1/23 | | | | | | | | 9,750 | 101.09 | 283,335 | | PSU - TSR (7) | 3/1/23 | | | | — | 1,402 | 2,454 | | | | 153,771 | | PSU - EBITDA (7) | 3/1/23 | | | | — | 701 | 1,227 | | | | 70,864 | | PSU - REV (7) | 3/1/23 | | | | — | 701 | 1,227 | | | | 70,864 | | RSU (7) | 3/1/23 | | | | | | | 1,402 | | | 141,728 | | Option (7) | 3/1/23 | | | | | | | | 4,875 | 101.09 | 141,668 | | Franz W. Cerwinka | | — | 357,500 | 715,000 | | | | | | | — | | PSU - TSR | 3/1/23 | | | | — | 1,855 | 3,246 | | | | 203,456 | | PSU - EBITDA | 3/1/23 | | | | — | 927 | 1,622 | | | | 93,710 | | PSU - REV | 3/1/23 | | | | — | 927 | 1,622 | | | | 93,710 | | RSU | 3/1/23 | | | | | | | 1,855 | | | 187,522 | | Option | 3/1/23 | | | | | | | | 6,452 | 101.09 | 187,495 | | Sandra E. Rowland | | — | 600,104 | 1,200,208 | | | | | | | — | | PSU - TSR | 3/1/23 | | | | — | 4,204 | 7,357 | | | | 461,095 | | PSU - EBITDA | 3/1/23 | | | | — | 2,102 | 3,679 | | | | 212,491 | | PSU - REV | 3/1/23 | | | | — | 2,102 | 3,679 | | | | 212,491 | | RSU | 3/1/23 | | | | | | | 4,204 | | | 424,982 | | Option | 3/1/23 | | | | | | | | 14,625 | 101.09 | 425,003 |

  59. GRANTS OF PLAN-BASED AWARDS

    (1) Amounts reflect the annualized minimum, target, and maximum payment levels, respectively, if an award payout is achieved under the 2023 AIP described under “Compensation Discussion and Analysis - Annual Incentive Plan.” These potential payments are based on achievement of specific performance metrics and are completely at risk. The amount under Threshold shown is 0% of the Target amount, which is comprised of the Team Performance and IO components. Team Performance payouts begin at 50% of the Target amount if the Threshold payout level is met. If the Threshold payout level is not met, no award will be paid. Based on design, IO payout can range from 0% to 200%. Amounts reflect the number of PSUs granted in 2023, which was determined using the closing price of Xylem stock on the grant date. The lines represent the normal 2023 annual awards which vest in full at the end of the three-year restriction period following the grant - March 1, 2023 (“Annual Grant Date”) - to the extent that they are earned based on pre-set relative TSR, adjusted EBITDA, and organic Revenue performance goals and provided that the executive remains an employee as of the vesting date. Amounts reflect the number of RSUs granted in 2023, which was determined using the closing price of Xylem stock on the grant date. The 2023 annual awards vest in three equal installments on each of the first, second, and third anniversaries of the grant date provided that the executive remains an employee as of the vesting date. (4) Amounts reflect the number of stock options granted in 2023, which was determined using the binomial lattice value on the grant date. These awards vest in three equal installments on each of the first, second, and third anniversaries of the grant date provided that the executive remains an employee as of each vesting date. The options expire ten years after the grant date. (5) The stock option exercise price equals the closing price of Xylem stock on the grant date. (6) Amounts in this column represent the grant date fair value computed in accordance with FASB ASC Topic 718 for PSU, RSU and stock option awards granted to the NEOs in 2023. (7) Mr. Yarkadas received a special one-time retention equity grant approved by the LDCC, which has the same mix and vesting as his annual grant.

  60. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information regarding all outstanding stock options, unvested RSU and PSU awards held by each NEO as of December 31, 2023.

  61. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | RSU Awards | | PSU Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(3) | Market Value of Shares or Units of Stock that Have Not Vested ($)(4) | Number of Unearned Shares or Units of Stock that Have Not Vested (#)(5) | Market Value of Unearned Shares or Units of Stock that Have Not Vested ($)(4) | | Patrick K. Decker | 2/24/16 | 138,581 | — | 37.47 | 2/24/26 | 33,590 | 3,841,352 | 167,725 | 19,181,031 | | | 2/21/17 | 126,761 | — | 48.33 | 2/21/27 | | | | | | | 2/21/18 | 85,128 | — | 75.18 | 2/21/28 | | | | | | | 2/20/19 | 87,925 | — | 74.07 | 2/20/29 | | | | | | | 2/27/20 | 93,575 | — | 80.66 | 2/27/30 | | | | | | | 3/1/21 | 43,104 | 21,551 | 102.23 | 3/1/31 | | | | | | | 3/1/22 | 26,225 | 52,451 | 86.76 | 3/1/32 | | | | | | | 3/1/23 | — | 58,070 | 101.09 | 3/1/33 | | | | | | William K. Grogan | 9/18/23 | — | — | — | — | 28,802 | 3,293,797 | 18,331 | 2,096,333 | | Matthew F. Pine | 5/7/20 | 14,635 | — | 63.55 | 2/27/30 | 8,148 | 931,805 | 37,898 | 4,334,015 | | | 5/7/20 | 145,856 | — | 63.55 | 5/7/30 | | | | | | | 3/1/21 | 7,902 | 3,951 | 102.23 | 3/1/31 | | | | | | | 3/1/22 | 5,035 | 10,071 | 86.76 | 3/1/32 | | | | | | | 3/1/23 | — | 17,206 | 101.09 | 3/1/33 | | | | | | Hayati Yarkadas | 3/1/21 | 6,466 | 3,232 | 102.23 | 3/1/31 | 7,243 | 828,309 | 33,759 | 3,860,679 | | | 3/1/22 | — | 10,071 | 86.76 | 3/1/32 | | | | | | | 3/1/23 | — | 9,750 | 101.09 | 3/1/33 | | | | | | | 3/1/23 | — | 4,875 | 101.09 | 3/1/33 | | | | | | Franz W. Cerwinka | 6/12/20 | 11,914 | — | 64.16 | 2/27/30 | 3,593 | 410,895 | 17,670 | 2,020,741 | | | 3/1/21 | 4,310 | 2,156 | 102.23 | 3/1/31 | | | | | | | 3/1/22 | 2,727 | 5,455 | 86.76 | 3/1/32 | | | | | | | 3/1/23 | — | 6,452 | 101.09 | 3/1/33 | | | | | | Sandra E. Rowland | 3/1/21 | 12,212 | 6,107 | 102.23 | 3/1/31 | 8,855 | 1,012,658 | 44,967 | 5,142,426 | | | 3/1/22 | 7,133 | 14,267 | 86.76 | 3/1/32 | | | | | | | 3/1/23 | — | 14,625 | 101.09 | 3/1/33 | | | | |

  62. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) All stock option awards vest in three equal installments over the three-year period following the grant date. (2) The following table provides the vesting schedule (vesting typically occurs on the applicable anniversary of the grant date):

  63. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Grant | Vesting Schedule (#) | | | | Name | Date | 2024 | 2025 | 2026 | | Patrick K. Decker | 3/1/21 | 21,551 | — | — | | | 3/1/22 | 26,225 | 26,226 | — | | | 3/1/23 | 19,356 | 19,357 | 19,357 | | Matthew F. Pine | 3/1/21 | 3,951 | — | — | | | 3/1/22 | 5,035 | 5,036 | — | | | 3/1/23 | 5,735 | 5,735 | 5,736 | | Hayati Yarkadas | 3/1/21 | 3,232 | — | — | | | 3/1/22 | 5,035 | 5,036 | — | | | 3/1/23 | 3,250 | 3,250 | 3,250 | | | 3/1/23 | 1,625 | 1,625 | 1,625 | | Franz W. Cerwinka | 3/1/21 | 2,156 | — | — | | | 3/1/22 | 2,727 | 2,728 | — | | | 3/1/23 | 2,150 | 2,151 | 2,151 | | Sandra E. Rowland | 3/1/21 | 6,107 | — | — | | | 3/1/22 | 7,133 | 7,134 | — | | | 3/1/23 | 4,875 | 4,875 | 4,875 |

  64. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    The following table provides the vesting schedule (vesting typically occurs on the applicable anniversary of the grant date):

  65. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Grant | Vesting Schedule (#) | | | | Name | Date | 2024 | 2025 | 2026 | | Patrick K. Decker | 3/1/21 | 4,891 | — | — | | | 3/1/22 | 6,003 | 6,003 | — | | | 3/1/23 | 5,564 | 5,564 | 5,565 | | William K. Grogan | 9/18/23 | 9,600 | 9,601 | 9,601 | | Matthew F. Pine | 3/1/21 | 896 | — | — | | | 3/1/22 | 1,153 | 1,153 | — | | | 3/1/23 | 1,648 | 1,649 | 1,649 | | Hayati Yarkadas | 3/1/21 | 733 | — | — | | | 3/1/22 | 1,153 | 1,153 | — | | | 3/1/23 | 934 | 934 | 934 | | | 3/1/23 | 467 | 467 | 468 | | Franz W. Cerwinka | 3/1/21 | 489 | — | — | | | 3/1/22 | 624 | 625 | — | | | 3/1/23 | 618 | 618 | 619 | | Sandra E. Rowland | 3/1/21 | 1,385 | — | — | | | 3/1/22 | 1,633 | 1,633 | — | | | 3/1/23 | 1,401 | 1,401 | 1,402 |

  66. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (4) Market values were determined based on the Company’s closing stock price of $114.36 on December 29, 2023, the last trading day of 2023. (5) Amounts reflect the 2021 PSU awards that became vested in early 2024 with payout at 107.7% of target and 2022 and 2023 unvested PSUs estimated at 175% of target. The following table provides the vesting schedule (vesting occurs on the three-year anniversary of the grant date, other than with respect to the one-time special sustainability PSUs granted in 2021, which vest on the five-year anniversary of the grant date):

  67. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Grant | Vesting Schedule (#) | | | | Name | Date | 2024 | 2025 | 2026 | | Patrick K. Decker | 3/1/21 | 31,591 | — | — | | | 3/1/21 | — | — | 14,673 | | | 3/1/22 | — | 63,034 | — | | | 3/1/23 | — | — | 58,427 | | William K. Grogan | 9/18/23 | — | — | 18,331 | | Matthew F. Pine | 3/1/21 | 5,792 | — | — | | | 3/1/21 | — | — | 2,690 | | | 3/1/22 | — | 12,104 | — | | | 3/1/23 | — | — | 17,312 | | Hayati Yarkadas | 3/1/21 | 4,739 | — | — | | | 3/1/21 | — | — | 2,201 | | | 3/1/22 | — | 12,104 | — | | | 3/1/23 | — | — | 9,810 | | | 3/1/23 | — | — | 4,905 | | Franz W. Cerwinka | 3/1/21 | 3,159 | — | — | | | 3/1/21 | — | — | 1,467 | | | 3/1/22 | — | 6,554 | — | | | 3/1/23 | — | — | 6,490 | | Sandra E. Rowland | 3/1/21 | 8,950 | — | — | | | 3/1/21 | — | — | 4,157 | | | 3/1/22 | — | 17,145 | — | | | 3/1/23 | — | — | 14,715 |

  68. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table provides the values realized by our NEOs upon the exercise of Xylem stock options and the vesting of PSUs and RSUs in 2023.

  69. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting($)(2) | | Patrick K. Decker | 255,595 | 17,460,424 | 47,577 | 4,863,046 | | William K. Grogan | — | — | — | — | | Matthew F. Pine | — | — | 26,632 | 2,831,148 | | Hayati Yarkadas | 11,111 | 292,879 | 10,206 | 1,052,445 | | Franz W. Cerwinka | — | — | 8,637 | 902,364 | | Sandra E. Rowland | 23,148 | 390,690 | 12,483 | 1,275,703 |

  70. OPTION EXERCISES AND STOCK VESTED

    (1) This amount reflects number of shares acquired upon exercise of stock options multiplied by the difference between the Xylem stock price on the date of exercise and the exercise price of stock options. These amounts reflect the value realized upon the vesting of PSUs and RSUs based upon the closing price of Xylem stock on the date of vesting.

  71. OPTION EXERCISES AND STOCK VESTED

    | Non-Qualified Deferred Compensation |

  72. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation

  73. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Patrick K. Decker | | | | | | | Non-Qualified Savings | — | 232,797 | 176,650 | — | 1,538,462 | | William K. Grogan | | | | | | | Non-Qualified Savings | — | 8,430 | — | — | — | | Matthew F. Pine | | | | | | | Non-Qualified Savings | — | 82,313 | 19,426 | — | 156,543 | | Franz W. Cerwinka | | | | | | | Non-Qualified Savings | — | 56,022 | 12,689 | — | 106,242 | | Sandra E. Rowland | | | | | | | Non-Qualified Savings | — | 98,486 | 28,216 | — | 222,234 |

  74. 2023 Non-Qualified Deferred Compensation

    (1) Amounts consist of the contributions to the participants under the Xylem SRSP for the 2023 AIP, which were credited to the NEOs’ accounts in 2023. These amounts are reflected in the Non-Qualified Retirement Savings Plan and Deferred Compensation Plan contribution columns in the “All Other Compensation Table” and are included in the “Summary Compensation Table.” (2) The Company does not provide preferential or above-market rates as defined in applicable SEC rules. As a result, the aggregate earnings are not included in the Summary Compensation Table. The amounts represent account balances at 2023 fiscal year end and exclude contributions that were credited in 2023, but not actually contributed until after the end of the year. The aggregate balance for SRSP that has been reported as compensation since 2012 is $1,397,885 for Mr. Decker; $8,430 for Mr. Grogan; $194,202 for Mr. Pine; $139,255 for Mr. Cerwinka; and $258,913 for Ms. Rowland.

  75. 2023 Non-Qualified Deferred Compensation

    | Potential Post-Employment Compensation |

  76. 2023 Non-Qualified Deferred Compensation

    The Potential Post-Employment Compensation table included in this section reflects the amounts of compensation payable to each of the NEOs in the event of employment termination under several different circumstances, including death, disability, termination without cause or termination in connection with a change of control. The severance plans listed below apply to the Company’s senior executives, including NEOs (unless provided otherwise below), as defined by Section 409A of the IRC. The severance plans do not allow for excise tax gross-ups and include a cap on severance benefits. The amounts shown in the Potential Post-Employment Compensation tables are estimates, assuming that the triggering event was effective as of December 31, 2023, and include amounts that would be earned through such date (or that would be earned during a period of severance). The Company’s obligation to continue severance payments ceases if the executive does not comply with Xylem’s Code of Conduct or applicable non-compete provisions. The amounts shown below do not include payments and benefits to the extent these payments and benefits are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include: accrued salary and vacation pay; certain severance benefits as described below; and distributions of balances under the retirement savings plans.

  77. Potential Post-Employment and Change of Control Compensation

    | CEO Pay Ratio |

  78. Potential Post-Employment and Change of Control Compensation

    | Pay Versus Performance |

  79. Potential Post-Employment and Change of Control Compensation

    | Compensation Actually Paid to PEO ($M) | 2023 | 2022 | 2021 | 2020 | | SCT Total | 10,825 | 10,149 | 10,442 | 8,830 | | Less, value of “Stock Awards” and “Option Awards” reported in SCT | 6,893 | 5,969 | 7,725 | 6,465 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 7,889 | 9,548 | 9,459 | 9,333 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (301) | (1,983) | 2,297 | 4,256 | | Plus (less), change in fair value of equity awards granted in prior years that vested in the year | (1,845) | (4,587) | (1,131) | 2,859 | | Compensation Actually Paid to Patrick K. Decker | 9,675 | 7,159 | 13,342 | 18,813 |

  80. Potential Post-Employment and Change of Control Compensation

    | Compensation Actually Paid to Non-PEO NEOs ($M) | 2023 | 2022 | 2021 | 2020 | | Average SCT Total | 3,518 | 2,565 | 2,665 | 3,106 | | Less, average value of “Stock Awards” and “Option Awards” reported in SCT | 2,015 | 1,209 | 1,577 | 2,274 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 2,379 | 1,908 | 1,898 | 4,583 [9] | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | (44) | (436) [9] | 1,024 [9] | 391 | | Plus (less), average change in fair value of equity awards granted in prior years that vested in the year | (256) | (753) [9] | 130 [9] | 241 | | Less, average prior year-end fair value for any equity awards forfeited in the year | - | - | - | 885 | | Average Compensation Actually Paid to Non-PEO NEOs | 3,581 | 2,074 [9] | 4,141 [9] | 5,163 [9] |

  81. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in more detail in the “Compensation Discussion and Analysis” section, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, only one of those Company measures is presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  82. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR

  83. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  84. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue (*) Due to an administrative error in the valuation of Mr. Pine’s option grant in the 2022 Proxy disclosure, these numbers have been recalculated to reflect the correct amount.