DEF 14A of Xylem Inc., Mar 31, 2025

DEF 14A of Xylem Inc.

Filed Mar 31, 2025 · FY20240000950170-25-047304

Open on EDGAR

  1. CORPORATE GOVERNANCE HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS We are committed to sound corporate governance that promotes the long-term interests of our shareholders and other stakeholders, strengthens Board and management accountability, and helps enhance trust in the Company. The “Corporate Governance” section describes our governance framework, which includes the following highlights:

  2. CORPORATE GOVERNANCE HIGHLIGHTS

    | | | | | | What's New? | | Simplification and continuous improvement is a mindset we bring to all aspects of our Company, including corporate governance, sustainability, culture, compensation and risk management. We regularly review and implement improvements to these aspects of our Company that benefit our shareholders and other stakeholders. This year’s updates include: • Updated Corporate Governance Principles to clarify that director candidates nominated by shareholders are considered in same manner as other candidates • Realigned oversight of workplace respect and environment, moving responsibility from the Nominating & Governance Committee to the Leadership Development & Compensation Committee ("LDCC") in line with committee's broader human capital oversight • Refreshed our Insider Trading and 10b5-1 Plans Policy - see page 48 • Conducted targeted shareholder engagement seeking feedback on potential 2025 executive compensation plan design changes | | | Board Matters | | • All current directors are independent except our Chief Executive Officer (90%) • Independent Board Chair • Overall 2024 Board and committee meeting attendance of >97% • All directors elected annually • Robust director nominee identification and selection process • Board with mix of experience, skills, qualifications, attributes, perspectives and backgrounds • Balanced mix of new and more experienced directors, with ~33% of the director nominees’ tenure >6 years and ~66% <6 years • 3 fully independent Board committees | • Directors may not stand for re-election after age 72 • Board and committee oversight of strategy, risk, cybersecurity, and human capital matters • Board oversight of our sustainability approach, including regular management updates to the Nominating & Governance Committee • Regular executive sessions of only the independent directors of the Board and each committee • Annual Board and committee self-assessments, with periodic facilitation by a third-party advisor • Comprehensive orientation program for new directors | | Shareholder Matters | | • Majority voting with a director resignation policy for directors in uncontested elections • Shareholder proxy access right • Regular engagement with shareholders | • Shareholders have the right to call special meetings • Annual “Say-on-Pay” • One class of stock • No poison pill |

  3. CORPORATE GOVERNANCE HIGHLIGHTS

    We value the views of our shareholders and believe that fostering positive relationships with our shareholders is critical to our long-term success. To help management and the Board understand and consider the issues that matter most to our shareholders, we regularly engage with shareholders on a range of topics related to the Company's performance, strategy for long-term growth, governance profile, compensation philosophy, and sustainability and value creation for society. See “Shareholder Engagement Program” in the “Corporate Governance” section for more information.

  4. DIRECTOR NOMINEES HIGHLIGHTS

    DIRECTOR NOMINEES HIGHLIGHTS

  5. DIRECTOR NOMINEES HIGHLIGHTS

    | | | | | | 8 of 9 Nominees are independent | 4 of 9 Nominees have origins outside the U.S. | 5 of 9 Nominees have CEO experience | 6.3 Years Average Tenure |

  6. DIRECTOR NOMINEES HIGHLIGHTS

    1 Based on information provided by each director nominee. Global Origin indicates where director nominees were born and raised. Average tenure as of Annual Meeting date, May 13, 2025.

  7. DIRECTOR NOMINEES HIGHLIGHTS

    | | | | | | | | | | | Earl R. Ellis EVP & CFO, ABM Industries Inc. | |  | 59 | 1 | 2023 | C* | | | | Robert F. Friel Former Chairman, President & CEO, PerkinElmer Inc. | | Chair* | 69 | 2 | 2012 | |  | | | Lisa Glatch Former President, LNG and Net-Zero Solutions and Chief Sustainability Officer, Sempra Infrastructure | |  | 62 | 3 | 20233 | |  | | | Victoria D. Harker Former EVP & CFO, TEGNA Inc. | |  | 60 | 3 | 2011 | * | |  | | Mark D. Morelli President & CEO, Vontier Corp. | |  | 61 | 2 | 2022 |  | C | | | Jerome A. Peribere Former President & CEO, Sealed Air | |  | 70 | 2 | 2013 | | | C | | Matthew F. Pine President & CEO, Xylem Inc. | | CEO | 53 | 22 | 2024 | | | | | Lila Tretikov Partner, Head of Artificial Intelligence Strategy, New Enterprise Associates | |  | 47 | 2 | 2020 | | |  | | Uday Yadav CEO, TK Elevator | |  | 62 | 1 | 2020 |  | |  |

  8. DIRECTOR NOMINEES HIGHLIGHTS

    * = Financial Expert C = Committee Chair ** Ages shown as of the date of the 2025 Annual Meeting 1 Indicates total number of public company boards on which the nominee currently serves. 2 Mr. Pine will join the board of Trane Technologies plc effective April 1, 2025. 3 Served on Evoqua Water Technology Corporation's Board of Directors from 2020 until Xylem's acquisition on May 24, 2023.

  9. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  10. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Our Board, through its Nominating & Governance Committee, regularly reviews the experience, skills and qualifications needed to properly oversee the interests of the Company and its shareholders, taking into account the Company's strategy and evolving global business. The Committee then compares those attributes to those of the current directors and potential director candidates. The Committee conducts targeted efforts to identify and recruit individuals that have the requisite background, experience, skills and qualifications. Directors and candidates should be individuals of the highest personal and professional ethics, integrity and values, with significant accomplishments and recognized stature, who bring a diversity of backgrounds, experiences and perspectives to the Board, and are committed to representing the shareholders' long-term interests. Our Board believes that the director nominees have the appropriate mix of experience, skills, qualifications and backgrounds needed to lead Xylem at the Board level. | DIRECTOR NOMINEES' SKIILLS, EXPERIENCES, QUALIFICATIONS & ATTRIBUTES | | | | | | • Corporate Governance • C-Suite Leadership • Technology & Innovation • Finance • Operations • Strategy • Risk Management • Diversity of Thought & Background • Global Business • Sales & Marketing • Talent Management |

  11. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | | | | | | | | | Jeanne Beliveau-Dunn1 CEO & President, Claridad LLC | |  | 65 | 3 | 2017 |  |  | | | Earl R. Ellis EVP & CFO, ABM Industries Inc. | |  | 59 | 1 | 2023 | C* | | | | Robert F. Friel Former Chairman, President & CEO, PerkinElmer Inc. | | Chair* | 69 | 2 | 2012 | |  | | | Lisa Glatch Former President, LNG and Net-Zero Solutions and Chief Sustainability Officer, Sempra Infrastructure | |  | 62 | 3 | 20234 | |  | | | Victoria D. Harker Former EVP & CFO, TEGNA Inc. | |  | 60 | 3 | 2011 | * | |  | | Mark D. Morelli President & CEO, Vontier Corp. | |  | 61 | 2 | 2022 |  | C | | | Jerome A. Peribere Former President & CEO, Sealed Air | |  | 70 | 2 | 2013 | | | C | | Matthew F. Pine President & CEO, Xylem Inc. | | CEO | 53 | 23 | 2024 | | | | | Lila Tretikov Partner, Head of Artificial Intelligence Strategy, New Enterprise Associates | |  | 47 | 2 | 2020 | | |  | | Uday Yadav CEO, TK Elevator | |  | 62 | 1 | 2020 |  | |  |

  12. PROPOSAL 1 — ELECTION OF DIRECTORS

    *= Financial Expert C = Committee Chair **Ages shown as of the date of the 2025 Annual Meeting 1 Ms. Jeanne Beliveau-Dunn has informed the Board of Directors of her decision not to stand for re-election at the Annual Meeting. 2 Indicates total number of public company boards on which the nominee currently serves. 3 Mr. Pine will join the board of Trane Technologies plc effective April 1, 2025. 4 Served on Evoqua Water Technology Corporation's Board of Directors from 2020 until Xylem's acquisition on May 24, 2023. *Tenure and age as of the date of the 2025 Annual Meeting. Global Origin indicates director nominees born and raised outside the U.S., based on information provided by each director nominee. All director nominees will be elected for a one-year term. The Board has determined that each nominee, other than our CEO, Mr. Pine, is independent from the Company and management. In addition, the Board determined that Ms. Beliveau-Dunn is independent from the Company and management; and that Messrs. Steven R. Loranger and Lynn C. Swann were independent from the Company and management during the time each served as a director in 2024. Each nominee brings experience, expertise and diverse perspectives that will contribute to the overall strength of the Board in its oversight role. Each nominee currently serves on our Board and was last elected by our shareholders at the 2024 Annual Meeting. Each nominee agreed to be named in this Proxy Statement and to serve as a director, if elected. If a director nominee becomes unavailable for election, the persons named as proxies will have the right to use their discretion to vote for a substitute, or the Board may reduce the size of the board. For more information regarding director nominations and qualifications, see the “Board Composition and Refreshment” section. The following are summaries of the business experience and other qualifications of each director nominee. 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.

  13. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | EARL R. ELLIS Age: 59 Director Since: 2023 Board Committees • Audit (Chair) | Principal Occupation • Executive Vice President & Chief Financial Officer of ABM Industries Inc., a facility services company, since November 2020 Prior Professional Experience • 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 & Chief Financial Officer of Best Buy Canada, from 2016 to November 2020 • 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) | | | Additional Information • 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 | | |

  14. PROPOSAL 1 — ELECTION OF DIRECTORS

    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.

  15. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | ROBERT F. FRIEL Age: 69 Director Since: 2012 Board Committees • Leadership Development & Compensation | Prior 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 • 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.) | | | Current Public Company Boards West Pharmaceutical Services, Inc. (2020 - present) | | | | Other Public Company Boards in the Last Five Years NuVasive, Inc. (2016 - 2023) PerkinElmer, Inc. (2006 - 2019); Chairman (2009 - 2019) | | | | Additional Information • One of the primary architects of PerkinElmer's transformation into a global technology leader | | |

  16. PROPOSAL 1 — ELECTION OF DIRECTORS

    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.

  17. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | LISA GLATCH Age: 62 Director Since: 2023 Board Committees • Leadership Development & Compensation | Prior 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) | | | Current Public Company Boards Fluor Corporation (2024 - present) Hess Corporation (2022 - present) | | | | Other Public Company Boards in the Last Five Years Evoqua Water Technologies Corporation (2020 - 2023) Infraestructura Energetica Nova, S.A.B. de C.V (2020 - 2021) | | | | Additional Information • 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 | | |

  18. PROPOSAL 1 — ELECTION OF DIRECTORS

    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.

  19. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | VICTORIA D. HARKER Age: 60 Director Since: 2011 Board Committees • Audit • Nominating & Governance | Prior 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. | | | Current Public Company Boards Philip Morris International (2024 - present) Huntington Ingalls Industries (2012 - present) | | | | Other Public Company Boards in the Last Five Years Stride, Inc. (2020 - 2022) | | | | Additional Information • Member of the American University Advisory Council for the Kogod School of Business • Member of the Board of Trustees of American University • Served as a trustee on the Board of Visitors of the University of Virginia (2012 – 2016) and continues to serve on a number of the University’s advisory boards | | |

  20. PROPOSAL 1 — ELECTION OF DIRECTORS

    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 inclusion and belonging in the workplace.

  21. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | MARK D. MORELLI Age: 61 Director Since: 2022 Board Committees • Audit • Leadership Development & Compensation (Chair) | Principal Occupation • President & Chief Executive Officer of Vontier Corporation, a global industrial technology company focused on smarter mobility, since January 2020 Prior Professional Experience • Served as President & Chief Executive Officer of Columbus McKinnon Corporation 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. | | | Current Public Company Boards Vontier Corporation (2020 - present) | | | | Other Public Company Boards in the Last Five Years Columbus McKinnon (2017 - 2020) | | | | Additional Information • 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 | | |

  22. PROPOSAL 1 — ELECTION OF DIRECTORS

    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.

  23. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | JEROME A. PERIBERE Age: 70 Director Since: 2013 Board Committees • Nominating & Governance (Chair) | Prior 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 | | | Current Public Company Boards Ashland Global Holdings Inc. (2018 - present) | | | | Additional Information • 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 | | |

  24. PROPOSAL 1 — ELECTION OF DIRECTORS

    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 developing the next generation of leaders in the water industry. He has led employee network groups throughout his career and champions Xylem’s reverse mentoring and sponsorship programs to advance a respectful and inclusive workplace.

  25. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | CEO | | MATTHEW F. PINE Age: 53 Director Since: 2024 | Principal Occupation • President & Chief Executive Officer of Xylem Inc. since January 2024 Prior Professional Experience • Joined Xylem in 2020, served as Chief Operating Officer from January 2023 to December 2023 and previously led the Applied Water and Measurement & Control Solutions segments, and the Americas Commercial Team • Prior to joining Xylem, held senior leadership roles at United Technologies Corporation, including President of Carrier Residential from 2018 to 2020 | | | Current Public Company Boards Trane Technologies plc (appointed effective April 1, 2025 to present) | | | | Additional Information • 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 | | |

  26. PROPOSAL 1 — ELECTION OF DIRECTORS

    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.

  27. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | LILA TRETIKOV Age: 47 Director Since: 2020 Board Committees • Nominating & Governance | Principal Occupation • Partner, Head of Artificial Intelligence Strategy, New Enterprise Associates, a global venture capital firm, since March 2024 Prior 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 | | | Current Public Company Boards Volvo Cars AB (2021 – present) | | | | Other Public Company Boards in the Last Five Years SOPHIA Genetics SA (2023 - 2024) nam.R SA (2018 – 2023) | | | | Additional Information • 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 | | |

  28. PROPOSAL 1 — ELECTION OF DIRECTORS

    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.

  29. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | UDAY YADAV Age: 62 Director Since: 2020 Board Committees • Audit • Nominating & Governance | Principal Occupation • Chief Executive Officer, TK Elevator, provider of elevator and escalator technology, since May 2022 Prior Professional Experience • 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 | | | Additional Information • Served on the board of Hopewell, a therapeutic farm community addressing mental illness | | |

  30. PROPOSAL 1 — ELECTION OF DIRECTORS

    **Note that after over seven years of service, Ms. Jeanne Beliveau-Dunn has informed the Board of Directors of her decision not to stand for re-election at the Annual Meeting. The Board thanks Ms. Beliveau-Dunn for her valuable service. Accordingly, the size of the Board will be reduced to nine directors as of the Annual Meeting.

  31. DIRECTOR COMPENSATION

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

  32. Limit on Director Compensation

    Limit on Director Compensation 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.

  33. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  34. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Jeanne Beliveau-Dunn | 105,000 | 165,000 | 2,132 | 272,132 | | Earl R. Ellis | 123,750 | 165,000 | 5,132 | 293,882 | | Robert F. Friel | 175,000 | 235,000 | 5,132 | 415,132 | | Lisa Glatch | 105,000 | 165,000 | 332 | 270,332 | | Victoria D. Harker | 111,250 | 165,000 | 5,498 | 281,748 | | Steven R. Loranger (4) | 26,250 | — | 55 | 26,305 | | Mark D. Morelli | 125,000 | 165,000 | 382 | 290,382 | | Jerome A. Peribere | 120,000 | 165,000 | 3,132 | 288,132 | | Lynn C. Swann (4) | 26,250 | — | 55 | 26,305 | | Lila Tretikov | 105,000 | 165,000 | 132 | 270,132 | | Uday Yadav | 105,000 | 165,000 | 132 | 270,132 |

  35. DIRECTOR COMPENSATION TABLE

    The amounts represent cash compensation received in respect of service on our Board, as applicable, in 2024. 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. Messrs. Ellis and Friel elected to defer their annual cash retainer. (2) All directors received an annual equity grant of 1,156 shares of RSUs on May 16, 2024, the date of the Company’s 2024 Annual Meeting of Shareholders. Mr. Friel received an additional 491 RSUs, for his role as the independent Board Chair. Ms. Beliveau-Dunn, Mr. Friel, Mr. Morelli and Mr. Peribere elected to defer their 2024 RSU grants. 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 $142.68, the closing market price of the Company’s common stock as reported by the NYSE on May 16, 2024, the aforementioned 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, 2024 in our Form 10-K filed with the SEC on March 3, 2025. (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 $5,366, and Mr. Peribere $3,000. (4) Mr. Steven R. Loranger and Mr. Lynn C. Swann retired from the Board of Directors effective May 16, 2024.

  36. 2024 Executive Incentive Compensation Highlights

    2024 Executive Incentive Compensation Highlights Based on our executive total rewards philosophy, the LDCC took the following compensation actions in 2024: Base Salary: The LDCC approved base salary merit increases of 0% to 5% for our NEOs based on a review of market data and performance. In addition, Mr. Pine received a base salary increase of 69% in connection with his promotion to CEO effective January 1, 2024. See additional details in the “Our Executive Compensation Program” section under the “Base Salary” subsection. • AIP Awards: Our 2024 AIP was linked to the Company’s annual Team Financial Performance (composed of three equally weighted financial metrics) and Individual Objectives ("IOs") (e.g. delivery of financial targets, realization of growth and cost synergies, and continued execution of Xylem’s strategic priorities). Metric definitions and additional details are provided in "Our Executive Compensation Program" section under the “Annual Incentive Plan” subsection. For 2024, the LDCC approved a Team Performance score of 137% based on the Company's overall performance against the financial metrics. Actual AIP awards for the NEOs ranged from 137% to 140% of target, which took into consideration each NEO's achievement of their IOs. The determination of these scores is described in detail in “Our Executive Compensation Program” under the “Annual Incentive Plan” subsection. LTIP Awards: Our LTIP awards are designed to align executive pay with long-term value creation for our shareholders, while reinforcing performance against key long-term financial metrics. The 2024 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”). This multi-dimensional approach to long-term incentives provides a balanced focus on long-term financial performance, shareholder alignment, and retention.

  37. 2024 Executive Incentive Compensation Highlights

    | | The value of 2024 LTIP awards for NEOs, as disclosed in the Summary Compensation Table, was set to generally align with a reasonable range around 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. |

  38. 2025 Modifications to Executive Compensation Design

    2025 Modifications to Executive Compensation Design The LDCC decided to implement AIP and LTIP design changes for 2025 after taking into consideration the feedback from shareholders as well as the Company’s strategic priorities, market analysis, and thorough discussions with management. • Change Our AIP Metrics: Starting in 2025, the AIP design will be based 100% on Team metrics and will remove the Individual Objectives component. The 2025 AIP metrics will be EBITDA Margin (Adjusted), Organic Revenue, and Free Cash Flow Margin (Adjusted). Additionally, for executives who have responsibility for a segment, their 2025 AIP design will include a mix of global and segment weightings. These changes are being implemented to more closely align our executive compensation structure to metrics critical to our shareholders, based on our updated company strategy. The introduction of segment metrics is designed to drive accountability for segment performance. In addition, the design is intended to be simpler and more transparent. Align Our LTIP PSU Metrics: Starting in 2025, we will introduce Adjusted Cumulative Earnings Per Share as a metric for our PSUs, which replaces both Adjusted EBITDA and Revenue. We will maintain rTSR as a PSU metric and will change our rTSR comparator group to the S&P 500 Industrials Index, which is more comparable from a business perspective and still provides a robust constituency. Similar to the AIP changes, these changes are being implemented to align our LTIP metrics more closely with metrics that are important to our shareholders.

  39. Best Practices

    | | | | | ✓ Pay-for-Performance: A significant portion of our NEO pay is performance-based and variable ✓ Double-Trigger Change of Control Provision: Double-trigger vesting upon a change of control for our severance plans and LTIP awards ✓ Peer Group Selection: Annual review of compensation peer companies ("Peer Group") ✓ Annual Compensation Risk Assessment: Global risk assessment of incentive-based compensation to identify any issues that could have a material adverse impact on the Company ✓ Balanced Compensation Design: Program designed to align with business strategy and shareholders’ interests, in the context of market practices, and to balance short- and long-term incentives, cash and equity, and fixed and variable pay ✓ Compensation Benchmarking: Benchmarking exercises on a regular basis to validate that our compensation programs are competitive and well-balanced ✓ Clawback: Recoupment policy applies to any incentive-based compensation received by executive officers, as required by SEC Rule 10D-1. Also, LTIP agreements provide for recoupment at the LDCC’s discretion of time-based and incentive-based equity compensation ✓ Proactive Management of Share Utilization: Regular review share utilization for reasonable overhang and annual run rate levels ✓ Stock Ownership Guidelines: Directors, NEOs and other senior leadership team members are expected to hold stock valued at a multiple of base salary or cash retainer, as applicable ✓ Insider Trading Policy: Robust insider trading policy ✓ Independent Compensation Consultant: Independent compensation consultant advises on executive officer and director compensation matters ✓ Say-on-Pay: Annual shareholder advisory vote ✓ Use of Tally Sheets: Clear visibility for LDCC on total NEO compensation as well as potential future payouts upon termination of employment |

  40. Best Practices

    | | | | | x No Executive Perquisites: No perquisites are currently provided to our NEOs x No Special Retirement Plan for NEOs: NEOs receive same benefits available to the broader population of salaried employees x No Tax Gross-Ups: Not provided except in the case of taxable relocation expenses or non-permanent international assignment support. No Section 280G excise tax gross-ups under our plans x No Fixed-Term Employment Contracts: No fixed-term employment contract with any of our NEOs x No Re-pricing of Stock Options or Cash Buy-Outs of Underwater Stock Options: No 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 x Prohibition on Pledging, Hedging and Shorting: Insider Trading Policy prohibits 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 |

  41. 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 2024 target compensation mix for our NEOs. The percentages of total target compensation reflected in charts below were calculated using each NEO’s fiscal year 2024 base salary, target annual incentive compensation and target long-term incentive compensation.

  42. 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 various criteria, including but not limited to: business attributes, extent of global presence, revenue size, market capitalization and talent pool. 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. Our 2024 Peer Group includes the following companies:

  43. Compensation Benchmarking

    | | 2024 PEER GROUP | | | | Agilent Technologies, Inc. Ametek, Inc. Dover Corporation Ecolab Inc. (+) Flowserve Corporation Fortive Corporation IDEX Corporation Illinois Tool Works Inc. Ingersoll Rand Inc. | Lincoln Electric Holdings, Inc. Parker-Hannifin Corporation Pentair Ltd. Rockwell Automation, Inc. Roper Technologies, Inc. Snap-On, Inc. TE Connectivity Trane Technologies plc (+) Veralto Corporation (+) |

  44. Compensation Benchmarking

    * Based on reported GAAP revenues for the most recent four quarters ended on or prior to December 31, 2024. ** As of December 31, 2024. In August 2024, the LDCC reviewed the current Peer Group and added Emerson Electric Co. for the 2025 performance year based on analysis against our Peer Group selection criteria.

  45. Compensation Benchmarking

    | | 2025 PEER GROUP | | | | Agilent Technologies, Inc. Ametek, Inc. Dover Corporation Ecolab Inc. Emerson Electric Co. (+) Flowserve Corporation Fortive Corporation IDEX Corporation Illinois Tool Works Inc. Ingersoll Rand Inc. | Lincoln Electric Holdings, Inc. Parker-Hannifin Corporation Pentair Ltd. Rockwell Automation, Inc. Roper Technologies, Inc. Snap-On, Inc. TE Connectivity Trane Technologies plc Veralto Corporation |

  46. Compensation Benchmarking

    * Based on reported GAAP revenues for the most recent four quarters ended on or prior to December 31, 2024. ** As of December 31, 2024. 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 Rewards Data Intelligence. 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 are both considered while developing “market median” consensus data. Our NEOs’ actual compensation outcomes are intended to vary on a yearly basis in accordance with actual annual and long-term performance.

  47. Elements of Our Executive Compensation Program — Overview

    | | | | | | | | Fixed | Base Salary | • Fixed component | • Designed to be competitive with our Peer Group, and the markets from which we recruit, allowing us to attract and retain the best talent | | | At Risk | Annual Incentive Plan | • Variable component • A cash incentive plan intended to recognize results in a single performance year | • Designed to link pay to Xylem’s annual financial performance and strategic priorities | | | At Risk | Long-Term Incentive Plan | PSUs 50% of target LTIP award is provided as PSUs with a three-year cliff vesting schedule | • Designed to link pay to long-term performance, to align executive incentives with shareholder value, and to help facilitate stock ownership and retention | | | | | RSUs 25% of target LTIP award is provided as time-based RSUs, vesting equally over three years | | | | | | Stock Options 25% of target LTIP award is provided as stock options, vesting equally over three years | |

  48. Annual Incentive Plan

    Annual Incentive Plan Our AIP is a cash-based incentive program designed to link compensation to Xylem’s annual performance and strategy. 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:

  49. Annual Incentive Plan

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

  50. 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 from 80% to 135% for 2024 to better align with the market median as a result of his promotion to the CEO role. For Mr. Grogan, the LDCC increased the Target AIP Award from 80% to 90% for 2024 to better align with market median for his position and to reflect his high performance. For Mr. Yarkadas and Mr. Aulick, the Target AIP Award remained at 75% and 70%, respectively.

  51. Team Performance Metrics (75%)

    Team Performance Metrics (75%) For 2024, 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 2024 guidance we communicated to shareholders. This supports performance targets that are challenging, but achievable in order to motivate our NEOs and the broader employee base. Definition, weighting, and payout percentage for each performance metric based on actual performance relative to target performance are summarized below:

  52. 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% | $8,520M | <95.6% of Target | 95.6% of Target | 100% of Target | 104% of Target | | Adjusted EBITDA (2) | 25% | $1,670M | <91.7% of Target | 91.7% of Target | 100% of Target | 106.7% of Target | | Free Cash Flow Conversion (3) | 25% | 115% | <90% | 90% | 115% | 130% |

  53. 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, gain on remeasurement of previously held equity interest, 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 at target) 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.

  54. 2024 AIP Payouts in 2025

    2024 AIP Payouts in 2025 The LDCC evaluated Xylem’s actual Team Performance and performance against IOs to determine each NEO's AIP Payout for 2024.

  55. Determination of 2024 Team Performance Score

    | Team Performance Metrics | Weighting | 2024 Target Performance | 2024 Actual Performance | Actual vs. Target | Actual Payout % | | Organic Revenue ($M) | 25% | 8,520 | 8,626 | 101% | 131% | | Adjusted EBITDA ($M) | 25% | 1,670 | 1,762 | 106% | 183% | | Free Cash Flow Conversion | 25% | 115% | 113% | -2% delta | 96% | | Team Performance Score: | | | | | 137% |

  56. Determination of Actual 2024 AIP Payouts

    Determination of Actual 2024 AIP Payouts The following table summarizes the actual 2024 AIP Payouts to the NEOs paid in March 2025:

  57. Determination of Actual 2024 AIP Payouts

    | Name(1) | Base Salary ($) | Target AIP Award (% of Salary) | Target Annual Incentive ($) | Range of Potential Payouts Based on Team & Individual Results ($) | Total Team & Individual Performance Score (%) | Actual AIP Payout ($) | | Matthew F. Pine | 1,100,000 | 135% | 1,485,000 | 0 - 2,970,000 | 140% | 2,085,311 | | William K. Grogan | 725,000 | 90% | 652,500 | 0 - 1,305,000 | 140% | 916,273 | | Hayati Yarkadas(2) | 606,260 | 75% | 454,695 | 0 - 909,390 | 139% | 630,719 | | Rodney O. Aulick | 551,250 | 70% | 385,875 | 0 - 771,750 | 137% | 528,649 |

  58. Determination of Actual 2024 AIP Payouts

    (1) Ms. Emmerich joined the Company on October 21, 2024 and was not eligible for 2024 AIP. (2) Amounts paid to Mr. Yarkadas converted from Swiss Francs (CHF) to US Dollars (USD).

  59. Long-Term Incentive Plan

    Long-Term Incentive Plan Our LTIP is designed to link an executive’s compensation to long-term shareholder value creation as well as achievement of key financial priorities. The 2024 LTIP awards for NEOs included the following components: 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.

  60. 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 achievement of performance metrics. All performance metrics for the 2024-2026 performance cycle are based on the combined Company (legacy Xylem and Evoqua). 2024 - 2026 PSU metrics are as follows: • Relative TSR (rTSR): 50% of the PSUs were granted at target (100%) with actual payout (0%-200% of the target number of shares) based on Xylem's three-year TSR relative to companies in the S&P 500 Index (excluding financial services companies). We believe rTSR helps us to further align the interests of our NEOs with those of our shareholders, and along with Adjusted EBITDA and 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 2024-2026 rTSR is negative.

  61. Performance Share Units

    | Performance Level | 2024-2026 Relative TSR Rank | Payout as a % of Target Shares | | Maximum | 83rd Percentile and Above | 200% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 25% | | Below Threshold | Below 25th Percentile | 0% |

  62. 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 comprehensive and relevant comparison for our stock price performance against the broader market. • Adjusted EBITDA: 25% of the PSUs were granted at target (100%) with actual payout (0%-200% 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 2024 - 2026 performance cycle was designed to be sufficiently challenging and aligned with the Company’s strategy. 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):

  63. Performance Share Units

    | Performance Level | % to 2026 Adjusted EBITDA* Target | Payout as a % of Target Shares | | Maximum | 113.3% | 200% | | Target | 100% | 100% | | Minimum | 80% | 50% |

  64. Performance Share Units

    *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, gain on remeasurement of previously held equity interest, and special charges. Revenue: 25% of the PSUs were granted at target (100%) with actual payout (0%-200% of the target number of shares) contingent upon the achievement of a pre-set third year Revenue target (at target currency rates). 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 2024-2026 performance cycle was designed to be sufficiently challenging and aligned with the Company’s strategy. 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):

  65. Performance Share Units

    | Performance Level | % to 2026 Revenue Target | Payout as a % of Target Shares | | Maximum | 110% | 200% | | Target | 100% | 100% | | Minimum | 90% | 50% |

  66. Performance Share Units

    Key elements of the 2024 - 2026 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 vest 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.

  67. Determination of 2022-2024 PSU Payouts

    Determination of 2022-2024 PSU Payouts On March 1, 2025, the LDCC determined payouts for the 2022 PSUs for all NEOs. The 2022 PSUs were earned at 124% of target based on performance over the 2022-2024 performance period (excluding Evoqua) as shown below.

  68. 2022 PSU Award for Completed Performance Cycle in 2024

    2022 PSU Award for Completed Performance Cycle in 2024

  69. 2022 PSU Award for Completed Performance Cycle in 2024

    | Performance Metric | Performance Level | Payout | Actual Result | Actual Payout | | ROIC | Maximum: 12.6% Target: 11.7% Minimum: 10.5% | 175% 100% 50% | 13% | 175% | | Revenue | Maximum: $6,364 Target: $5,920 Minimum: $5,501 | 175% 100% 50% | $6,794M* | 175% | | rTSR | Maximum: 75th Percentile Target: 50th Percentile Threshold: 25th Percentile | 175% 100% 25% | 41st Percentile | 73% | | | | | Total Final Payout: 124% of target | |

  70. 2022 PSU Award for Completed Performance Cycle in 2024

    *Translated at target currency rates.

  71. 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 2024 RSU awards were as follows: • RSUs awarded vest in three equal annual installments. • 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.

  72. 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 2024 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. Vested 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, unvested 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. • 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.

  73. Earnings Black-Out Periods and Timing of Stock-Based Grants

    Earnings Black-Out Periods and Timing of Stock-Based Grants The Company’s Insider Trading policy specifies a quarterly blackout period during which individuals designated as "Restricted Insiders" under the policy are prohibited from trading in the Company’s securities. In consideration of the timing around when the Company and Restricted Insiders may be in possession of quarterly performance-related material non-public information, the trading blackout period commences several weeks prior to the end of each fiscal quarter and re-opens several market trading days following our earnings releases. In addition, the Company also follows an annual equity grant blackout calendar applicable to the award of options and other equity awards to NEOs, other executives and directors. The LDCC makes its annual compensation cycle decisions related to NEOs’ LTIP awards at the Committee’s first quarter meeting, typically in February. In consideration of our equity grant blackout calendar, annual LTIP awards to NEOs are granted no earlier than the second trading day following the Company’s filing of its Annual Report on Form 10-K. In addition, the Committee generally takes into consideration the annual equity grant blackout calendar with respect to the timing of any off-cycle LTIP awards to NEOs and other executives. During 2024, the LDCC used market competitive data, potential, individual performance, retention and certain other considerations when it determined equity grants to be awarded to NEOs under the LTIP. In 2024, the LDCC did not grant stock options to any NEO during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, Form 10-Q or Form 8-K that disclosed material non-public information. In general, LTIP awards are granted to NEOs, other executives and directors on the approved grant effective date, during an open trading window and in alignment with the annual equity grant blackout calendar. For new hire NEOs, LTIP awards are granted on the later of the LDCC approval date, the start of employment, or other applicable date as required by our equity grant blackout calendar.

  74. 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.

  75. Role of the Compensation Consultant

    Role of the Compensation Consultant The LDCC retained Meridian Compensation Partners (“Meridian”) as its independent compensation consultant starting in May 2024. Prior to that, Pearl Meyer served as its independent compensation consultant and attended the LDCC meetings prior to May 2024. In fiscal year 2024, Meridian only performed executive officer and director compensation services at the direction of the LDCC. Prior to engaging Meridian, the LDCC reviewed Meridian’s independence. The LDCC has determined that Meridian is independent and Meridian’s work does not raise any conflicts of interest pursuant to the SEC’s rules and the NYSE listing standards. In 2024, at the request of the LDCC, Pearl Meyer or Meridian, as appropriate, attended all regular LDCC meetings and also met with the LDCC without management present at these meetings. Meridian provided the LDCC with assessments of and recommendations on our executive compensation philosophy and program design, and assisted with the selection of our 2025 Peer Group. At the direction of the LDCC, Meridian also worked with management to review the results of the annual executive compensation benchmarking exercise, as well as the results of the compensation 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.

  76. Change of Control Agreements

    Change of Control Agreements Our NEOs do not have stand-alone change of control agreements. However, the Company’s short- and long-term incentive plans, severance arrangements and non-qualified deferred compensation plan 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 Internal Revenue Code ("IRC").

  77. SUMMARY COMPENSATION TABLE

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

  78. 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 ($) | | Matthew F. Pine | 2024 | 1,091,346 | — | 5,559,102 | 1,625,012 | 2,085,311 | 218,806 | 10,579,577 | | President and CEO | 2023 | 647,896 | — | 1,542,460 | 500,006 | 890,175 | 105,413 | 3,685,950 | | | 2022 | 535,892 | — | 846,034 | 300,005 | 513,198 | 73,436 | 2,268,567 | | William K. Grogan | 2024 | 725,000 | — | 1,710,453 | 500,018 | 916,273 | 98,476 | 3,950,221 | | SVP and CFO | 2023 | 195,192 | 350,000 | 3,792,692 | — | 275,301 | 11,712 | 4,624,898 | | Meredith Emmerich | 2024 | 80,481 | 1,050,000 | 499,998 | 1,300,004 | — | 2,414 | 2,932,897 | | SVP and President, AW | | | | | | | | | | Hayati Yarkadas(6) | 2024 | 606,260 | — | 1,026,232 | 299,988 | 630,719 | 120,650 | 2,683,848 | | SVP and President, | 2023 | 596,891 | — | 1,311,059 | 425,003 | 741,669 | 119,889 | 3,194,510 | | WI and Europe | 2022 | 543,388 | — | 846,034 | 300,005 | 517,536 | 115,920 | 2,322,884 | | Rodney O. Aulick | 2024 | 546,202 | 375,000 | 726,859 | 212,511 | 528,649 | 75,275 | 2,464,495 | | SVP and President, WSS | | | | | | | | |

  79. SUMMARY COMPENSATION TABLE

    (1) The amount for Ms. Emmerich represents a sign-on cash award to partially offset forfeited near-term annual and special cash compensation entitlements with her prior employer. The amount for Mr. Aulick represents the payout of the first half of a special deferred cash award made to offset a change in total compensation for the transition from Evoqua to Xylem in May 2023. (2) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the PSU and RSU awards. Assuming the maximum performance is achieved for the 2024 PSU award, the maximum grant date fair value is $7,868,271 for Mr. Pine; $2,420,928 for Mr. Grogan; $1,452,425 for Mr. Yarkadas; and $1,028,700 for Mr. Aulick. A discussion of the awards and assumptions used in calculating the 2024 values may be found in Note 17 to the Consolidated Financial Statements in the Company’s 2024 Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 3, 2025. For Ms. Emmerich, the amount represents one-time make-whole awards to partially offset forfeited near-term annual and special cash and equity compensation entitlements with her prior employer. This award will vest in two equal installments on the first and second anniversaries of the grant date. (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 2024 stock option awards may be found in Note 17 to the Consolidated Financial Statements in the Company’s 2024 Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 3, 2025. For Ms. Emmerich, the amount represents a one-time make-whole awards to partially offset forfeited equity awards in connection with her acceptance of the Company’s offer of employment. This award will vest in three equal installments on the first, second and third anniversaries of the grant date. (4) Amounts represent AIP Payouts earned for each performance year. (5) Amounts represent items specified in the “All Other Compensation Table” below. Mr. Yarkadas is based in Switzerland and his cash compensation (comprised of the amounts disclosed in the Salary, Non-Equity Incentive Plan Compensation, and All Other Compensation columns) are provided in Swiss Francs. We converted his 2024 cash compensation to U.S. dollars based on the daily average exchange rate of 1.137 USD for 1.000 Swiss Franc during 2024.

  80. 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, 2024.

  81. 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) | | Matthew F. Pine | | — | 1,485,000 | 2,970,000 | | | | | | | — | | PSU - TSR | 3/1/24 | | | | — | 12,701 | 25,402 | | | | 2,309,042 | | PSU - EBITDA | 3/1/24 | | | | — | 6,351 | 12,702 | | | | 812,547 | | PSU - REV | 3/1/24 | | | | — | 6,351 | 12,702 | | | | 812,547 | | RSU | 3/1/24 | | | | | | | 12,701 | | | 1,624,966 | | Option | 3/1/24 | | | | | | | | 42,967 | 127.94 | 1,625,012 | | William K. Grogan | | — | 652,500 | 1,305,000 | | | | | | | — | | PSU - TSR | 3/1/24 | | | | — | 3,908 | 7,816 | | | | 710,474 | | PSU - EBITDA | 3/1/24 | | | | — | 1,954 | 3,908 | | | | 249,995 | | PSU - REV | 3/1/24 | | | | — | 1,954 | 3,908 | | | | 249,995 | | RSU | 3/1/24 | | | | | | | 3,908 | | | 499,990 | | Option | 3/1/24 | | | | | | | | 13,221 | 127.94 | 500,018 | | Meredith Emmerich | | — | — | — | | | | | | | — | | RSU | 10/21/24 | | | | | | | 3,773 | | | 499,998 | | Option | 10/21/24 | | | | | | | | 33,138 | 132.52 | 1,300,004 | | Hayati Yarkadas | | — | 454,695 | 909,390 | | | | | | | — | | PSU - TSR | 3/1/24 | | | | — | 2,345 | 4,690 | | | | 426,321 | | PSU - EBITDA | 3/1/24 | | | | — | 1,172 | 2,344 | | | | 149,946 | | PSU - REV | 3/1/24 | | | | — | 1,172 | 2,344 | | | | 149,946 | | RSU | 3/1/24 | | | | | | | 2,345 | | | 300,019 | | Option | 3/1/24 | | | | | | | | 7,932 | 127.94 | 299,988 | | Rodney O. Aulick | | — | 385,875 | 771,750 | | | | | | | — | | PSU - TSR | 3/1/24 | | | | — | 1,661 | 3,322 | | | | 301,970 | | PSU - EBITDA | 3/1/24 | | | | — | 830 | 1,660 | | | | 106,190 | | PSU - REV | 3/1/24 | | | | — | 830 | 1,660 | | | | 106,190 | | RSU | 3/1/24 | | | | | | | 1,661 | | | 212,508 | | Option | 3/1/24 | | | | | | | | 5,619 | 127.94 | 212,511 |

  82. GRANTS OF PLAN-BASED AWARDS

    Amounts reflect the annualized minimum, target, and maximum payment levels, respectively, if an award payout is achieved under the 2024 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 2024 design, IO payout can range from 0% to 150%. Amounts reflect the number of PSUs granted in 2024, which was determined using the closing price of Xylem common stock on the grant date. The lines represent the regular 2024 annual awards which cliff vest three years after March 1, 2024 (“Grant Date”) - to the extent that they are earned based on pre-set relative TSR, Adjusted EBITDA, and Revenue (translated at target currency rates) performance goals and provided that the executive remains an employee as of the vesting date. (3) Amounts reflect the number of RSUs granted in 2024, which was determined using the closing price of Xylem common stock on the grant date. The 2024 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 each vesting date. (4) Amounts reflect the number of stock options granted in 2024, 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 common 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 2024.

  83. 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, 2024.

  84. 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) | | Matthew F. Pine | 5/7/20 | 14,635 | — | 63.55 | 2/27/30 | 17,152 | 1,989,975 | 79,384 | 9,210,132 | | | 5/7/20 | 145,856 | — | 63.55 | 5/7/30 | | | | | | | 3/1/21 | 11,853 | — | 102.23 | 3/1/31 | | | | | | | 3/1/22 | 10,070 | 5,036 | 86.76 | 3/1/32 | | | | | | | 3/1/23 | 5,735 | 11,471 | 101.09 | 3/1/33 | | | | | | | 3/1/24 | — | 42,967 | 127.94 | 3/1/34 | | | | | | William K. Grogan | 9/18/23 | — | — | — | — | 23,110 | 2,681,222 | 33,963 | 3,940,387 | | | 3/1/24 | — | 13,221 | 127.94 | 3/1/34 | | | | | | Meredith Emmerich | 10/21/24 | — | 33,138 | 132.52 | 10/21/34 | 3,773 | 437,743 | — | — | | Hayati Yarkadas | 3/1/21 | — | — | 102.23 | 3/1/31 | 6,301 | 731,042 | 34,870 | 4,045,617 | | | 3/1/22 | — | 5,036 | 86.76 | 3/1/32 | | | | | | | 3/1/23 | — | 6,500 | 101.09 | 3/1/33 | | | | | | | 3/1/23 | — | 3,250 | 101.09 | 3/1/33 | | | | | | | 3/1/24 | — | 7,932 | 127.94 | 3/1/34 | | | | | | Rodney O. Aulick | 2/14/19 | 9,254 | — | 26.40 | 2/14/29 | 15,218 | 1,765,592 | 6,642 | 770,605 | | | 2/16/21 | 13,032 | 4,344 | 51.59 | 2/16/31 | | | | | | | 3/1/24 | — | 5,619 | 127.94 | 3/1/34 | | | | |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    All stock option awards vest in three equal installments over the three-year period following the grant date with the exception of Mr. Aulick's 2019 and 2021 grants (converted from Evoqua LTI awards to Xylem LTI awards) which vest in four equal installments over a four-year period. The following table provides the vesting schedule (vesting typically occurs on the applicable anniversary of the grant date):

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Grant | Vesting Schedule (#) | | | | Name | Date | 2025 | 2026 | 2027 | | Matthew F. Pine | 3/1/22 | 5,036 | — | — | | | 3/1/23 | 5,735 | 5,736 | — | | | 3/1/24 | 14,322 | 14,322 | 14,323 | | William K. Grogan | 3/1/24 | 4,407 | 4,407 | 4,407 | | Meredith Emmerich | 10/21/24 | 11,046 | 11,046 | 11,046 | | Hayati Yarkadas | 3/1/22 | 5,036 | — | — | | | 3/1/23 | 3,250 | 3,250 | — | | | 3/1/23 | 1,625 | 1,625 | — | | | 3/1/24 | 2,644 | 2,644 | 2,644 | | Rodney O. Aulick | 2/16/21 | 4,344 | — | — | | | 3/1/24 | 1,873 | 1,873 | 1,873 |

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Grant | Vesting Schedule (#) | | | | Name | Date | 2025 | 2026 | 2027 | | Matthew F. Pine | 3/1/22 | 1,153 | — | — | | | 3/1/23 | 1,649 | 1,649 | — | | | 3/1/24 | 4,233 | 4,234 | 4,234 | | William K. Grogan | 9/18/23 | 9,601 | 9,601 | — | | | 3/1/24 | 1,302 | 1,303 | 1,303 | | Meredith Emmerich | 10/21/24 | 1,886 | 1,887 | — | | Hayati Yarkadas | 3/1/22 | 1,153 | — | — | | | 3/1/23 | 934 | 934 | — | | | 3/1/23 | 467 | 468 | — | | | 3/1/24 | 781 | 782 | 782 | | Rodney O. Aulick | 12/31/21 | 1,199 | — | — | | | 2/16/21 | 1,575 | — | — | | | 12/9/22 | 4,243 | — | — | | | 12/9/22 | 1,414 | 1,415 | — | | | 5/24/23 | 3,711 | — | — | | | 3/1/24 | 553 | 554 | 554 |

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    For Mr. Aulick, the grants prior to May 24, 2023 converted from Evoqua LTI awards to Xylem LTI awards. The May 24, 2023 grant was a special RSU retention award that vests in two equal installments on the anniversary of that date. (4) Market values were determined based on the Company’s closing stock price of $116.02 on December 31, 2024. (5) Amounts reflect the 2022 PSU awards that vested on March 1, 2025 with payout at 124% of target, 2023 unvested PSUs estimated at 175% to target, and 2024 unvested PSUs estimated at 200% 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):

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Grant | Vesting Schedule (#) | | | | Name | Date | 2025 | 2026 | 2027 | | Matthew F. Pine | 3/1/21 | — | 2,690 | — | | | 3/1/22 | 8,576 | — | — | | | 3/1/23 | — | 17,312 | — | | | 3/1/24 | — | — | 50,806 | | William K. Grogan | 9/18/23 | — | 18,331 | — | | | 3/1/24 | — | — | 15,632 | | Hayati Yarkadas | 3/1/21 | — | 2,201 | — | | | 3/1/22 | 8,576 | — | — | | | 3/1/23 | — | 9,810 | — | | | 3/1/23 | — | 4,905 | — | | | 3/1/24 | — | — | 9,378 | | Rodney O. Aulick | 3/1/24 | - | - | 6,642 |

  91. 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 common stock options and the vesting of PSUs and RSUs in 2024.

  92. 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) | | Matthew F. Pine | — | — | 9,489 | 1,214,023 | | William K. Grogan | — | — | 9,600 | 1,275,456 | | Meredith Emmerich | — | — | — | — | | Hayati Yarkadas | 19,608 | 571,957 | 8,026 | 1,026,846 | | Rodney O. Aulick | 45,670 | 3,843,987 | 22,727 | 3,017,396 |

  93. 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 common stock price on the date of exercise and the exercise price of the stock options. (2) These amounts reflect the value realized upon the vesting of PSUs and RSUs based upon the closing price of Xylem common stock on the date of vesting.

  94. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  95. 2024 Non-Qualified Deferred Compensation

    2024 Non-Qualified Deferred Compensation

  96. 2024 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) | | Matthew F. Pine | | | | | | | Non-Qualified Savings | — | 194,656 | 24,228 | — | 295,327 | | William K. Grogan | | | | | | | Non-Qualified Savings | — | 77,776 | 1,509 | — | 40,827 | | Meredith Emmerich | | | | | | | Non-Qualified Savings | — | — | — | — | — | | Rodney O. Aulick | | | | | | | Non-Qualified Savings | — | 51,125 | 120 | — | 21,044 |

  97. 2024 Non-Qualified Deferred Compensation

    Amounts consist of the contributions to the participants under the Xylem SRSP for the 2024 AIP, which were credited to the NEOs’ accounts in 2024. 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. (3) The amounts represent account balances at 2024 fiscal year end and exclude contributions that were credited in 2024, 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 $388,857 for Mr. Pine; $86,206 for Mr. Grogan; and $51,125 for Mr. Aulick.

  98. CEO Pay Ratio

    CEO Pay Ratio Mr. Pine’s annual total compensation for 2024 was $10.6 million as disclosed in the Summary Compensation Table. The annual total compensation of the employee identified at median was $58,781. As a result, the ratio of these amounts was 180:1. We identified the median compensated individual of all our employees (excluding the CEO) through the following process: • We used the global employee population active as of December 31, 2024, including legacy Evoqua employees. This included all full-time, part-time, temporary and seasonal workers. • To identify the median employee, we used the following consistently applied compensation measure for 2024: salary, annual incentive, commission, bonus, overtime pay, and grant date fair value of any long-term incentive awards. For regular full-time and part-time employees (other than temporary, seasonal or other non-permanent employees) who were not employed for the full year 2024, compensation was annualized. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to our pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  99. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following table and related information for compliance purposes. Neither the LDCC nor the executives of our Company directly use the information in this table or the related disclosures when making compensation decisions. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A section above. For purposes of this Pay versus Performance section, all references to “compensation actually paid” mean such amount as computed in accordance with Item 402(v) of Regulation S-K, which is different from pay amounts discussed in the CD&A section and elsewhere in this Proxy Statement.

  100. Pay Versus Performance Table

    Pay Versus Performance Table

  101. Pay Versus Performance Table

    | | PEO (Mr. Pine in 2024 | Mr. Decker in 2020-2023) | | Non-PEO NEOs | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table ($)(1) (b) | Compensation Actually Paid (CAP) ($)(2) (c) | Average Summary Compensation Table ($) (3) (d) | Average Compensation Actually Paid (CAP) ($) (4) (e) | | Total Shareholder Return ($) (5) (f) | Peer Group Shareholder Return ($) (6) (g) | Net Income ($M) (7) (h) | Revenue ($M) (8) (i) | | 2024 | 10,579,577 | 9,471,329 | 3,007,865 | 2,849,789 | | 156 | 176 | 890 | 8,562 | | 2023 | 10,825,450 | 9,674,561 | 3,517,747 | 3,580,946 | | 152 | 150 | 609 | 7,364 | | 2022 | 10,148,865 | 7,158,884 | 2,564,752 | 2,074,148 | [9] | 145 | 127 | 355 | 5,522 | | 2021 | 10,441,670 | 13,341,645 | 2,665,368 | 4,140,678 | [9] | 156 | 135 | 427 | 5,195 | | 2020 | 8,830,352 | 18,812,821 | 3,105,833 | 5,162,622 | [9] | 131 | 111 | 254 | 4,876 |

  102. Pay Versus Performance Table

    The dollar amounts reported in column (b) are the amounts reported for Mr. Pine and Mr. Decker (the Company’s CEO in 2020-2023) for each of the corresponding years in the “Total” column of the Summary Compensation Table ("SCT"). The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Pine and Mr. Decker, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Pine and Mr. Decker. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the SCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718.

  103. Pay Versus Performance Table

    | Compensation Actually Paid to PEO ($M) | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total | 10,580 | 10,825 | 10,149 | 10,442 | 8,830 | | Less, value of “Stock Awards” and “Option Awards” reported in SCT | 7,184 | 6,893 | 5,969 | 7,725 | 6,465 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 5,832 | 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 | (72) | (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 | 316 | (1,845) | (4,587) | (1,131) | 2,859 | | Compensation Actually Paid to PEO | 9,471 | 9,675 | 7,159 | 13,342 | 18,813 |

  104. Pay Versus Performance Table

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Pine or Mr. Decker as CEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2024, Mr. Grogan, Ms. Emmerich, Mr. Yarkadas, and Mr. Aulick (ii) for 2023, Mr. Grogan, Mr. Pine (as COO), Mr. Yarkadas, Mr. Franz Cerwinka (former SVP and President, AW), and Ms. Sandra Rowland (former CFO); (iii) for 2022, Ms. Rowland, Ms. Capers, Mr. Yarkadas, and Mr. Pine (as SVP and President, Americas and Measurement and Control Solutions ("MCS")); (iv) for 2021, Ms. Rowland, Mr. Colin Sabol (former SVP and President, MCS), Mr. Pine (as SVP and President, AW), and Mr. Yarkadas; and (v) for 2020, Ms. Rowland, Mr. Pine, Mr. Sabol, Mr. Yarkadas, and Mr. E. Mark Rajkowski (former CFO). (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Pine or Mr. Decker as CEO), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the SCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718.

  105. Pay Versus Performance Table

    | Compensation Actually Paid to Non-PEO NEOs ($M) | 2024 | 2023 | 2022 | 2021 | 2020 | | Average SCT Total | 3,008 | 3,518 | 2,565 | 2,665 | 3,106 | | Less, average value of “Stock Awards” and “Option Awards” reported in SCT | 1,569 | 2,015 | 1,209 | 1,577 | 2,274 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 1,255 | 2,379 | 1,908 | 1,898 | 4,583 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 73 | (44) | (436) | 1,024 | 391 | | Plus (less), average change in fair value of equity awards granted in prior years that vested in the year | 83 | (256) | (753) | 130 | 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 | 2,850 | 3,581 | 2,074 | 4,141 | 5,163 |

  106. Pay Versus Performance Table

    (5) Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (6) The peer group used for this purpose is the S&P 500 Industrials Index. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) The dollar amounts reported represent the amount of Revenue reflected in the Company’s audited financial statements for the applicable year.

  107. 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 CD&A 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.

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

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR

  109. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  110. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue

  111. What if a director nominee fails to be elected by a majority of votes cast?

    What if a director nominee fails to be elected by a majority of votes cast? Our By-laws provide that in uncontested elections, any director nominee who fails to be elected by a majority of votes cast, but who also is a director at the time, shall promptly provide a written resignation, as a holdover director, to the independent Board Chair or the Corporate Secretary. Our Nominating & Governance Committee will promptly consider the resignation and all relevant facts and circumstances concerning any vote, and the best interests of the Company and our shareholders, and will make a recommendation as to whether the Board should accept such resignation. The Board will act on the Nominating & Governance Committee’s recommendation no later than its next regularly scheduled Board meeting or within 90 days after certification of the shareholder vote, whichever is earlier, and the Board will promptly publicly disclose its decision and the reasons for its decision.