DEF 14A of Xylem Inc., Mar 30, 2026

DEF 14A of Xylem Inc.

Filed Mar 30, 2026 · FY20250001104659-26-036678

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

    | | | 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 | 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 | | SPOTLIGHT: 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: · Implementation of a director skills matrix (see page 9) · Consolidated oversight of all cybersecurity and product safety matters with the Board, with the Audit Committee retaining oversight of cybersecurity disclosures in regulatory filings · Engaged a third-party to facilitate the 2025 annual Board assessment | | | Board Matters | | · All current directors are independent except our Chief Executive Officer (89%) · Independent Board Chair · Overall 2025 Board and committee meeting attendance of 100% · All directors elected annually · Robust director nominee identification and selection process · Board with a 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 facilitation by a third-party advisor for the 2025 assessments · 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 ● Annual “Say-on-Pay” | · Shareholders have the right to call special meetings · 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(1)

    DIRECTOR NOMINEES HIGHLIGHTS(1)

  5. DIRECTOR NOMINEES HIGHLIGHTS(1)

    | (1) Based on information provided by each director nominee. Global Origin indicates where director nominees were born and raised. Age and tenure as of Annual Meeting date, May 14, 2026. |

  6. DIRECTOR NOMINEES HIGHLIGHTS(1)

    | | | | | # Public | Director | Committee Memberships | | | | Name and Principal Occupation | | Independent | Age** | Boards(1) | Since | Audit | LDCC | NG | | Earl R. Ellis EVP & CFO, Panera Bread | | ✓ | 60 | 1 | 2023 | C* | | | | Robert F. Friel Former Chairman, President & CEO, PerkinElmer Inc. | | ✓Chair* | 70 | 2 | 2012 | | ✓ | | | Lisa Glatch Former President, LNG & Net-Zero Solutions & Chief Sustainability Officer, Sempra Infrastructure | | ✓ | 63 | 2 | 2023(2) | ✓ | ✓ | | | Victoria D. Harker Former EVP & CFO, TEGNA Inc. | | ✓* | 61 | 3 | 2011 | | ✓ | ✓ | | Mark D. Morelli President & CEO, Vontier Corp. | | ✓ | 62 | 2 | 2022 | ✓ | C | | | Jerome A. Peribere Former President & CEO, Sealed Air | | ✓ | 71 | 2 | 2013 | | | C | | Matthew F. Pine President & CEO, Xylem Inc. | | CEO | 54 | 2 | 2024 | | | | | Lila Tretikov Partner, Head of Artificial Intelligence Strategy, New Enterprise Associates | | ✓ | 48 | 4 | 2020 | ✓ | | ✓ | | Uday Yadav CEO, TK Elevator | | ✓ | 63 | 1 | 2020 | ✓ | | ✓ |

  7. DIRECTOR NOMINEES HIGHLIGHTS(1)

    | * = Financial Expert C = Committee Chair ** Ages shown as of the date of the 2026 Annual Meeting |

  8. DIRECTOR NOMINEES HIGHLIGHTS(1)

    | (1) Indicates total number of public company boards on which the nominee currently serves. |

  9. DIRECTOR NOMINEES HIGHLIGHTS(1)

    | (2) Served on Evoqua Water Technology Corporation’s Board of Directors from 2020 until Xylem’s acquisition on May 24, 2023 |

  10. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  11. 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 experience, skills, qualifications and background. 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. |

  12. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | | | # Public | Director | Committee Memberships | | | | Name and Principal Occupation | | Independent | Age** | Boards(1) | Since | Audit | LDCC | NG | | Earl R. Ellis EVP & CFO, Panera Bread | | ✓ | 60 | 1 | 2023 | C* | | | | Robert F. Friel Former Chairman, President & CEO, PerkinElmer Inc. | | ✓Chair* | 70 | 2 | 2012 | | ✓ | | | Lisa Glatch Former President, LNG and Net-Zero Solutions and Chief Sustainability Officer, Sempra Infrastructure | | ✓ | 63 | 2 | 2023(2) | ✓ | ✓ | | | Victoria D. Harker Former EVP & CFO, TEGNA Inc. | | ✓* | 61 | 3 | 2011 | | ✓ | ✓ | | Mark D. Morelli President & CEO, Vontier Corp. | | ✓ | 62 | 2 | 2022 | ✓ | C | | | Jerome A. Peribere Former President & CEO, Sealed Air | | ✓ | 71 | 2 | 2013 | | | C | | Matthew F. Pine President & CEO, Xylem Inc. | | CEO | 54 | 2 | 2024 | | | | | Lila Tretikov Partner, Head of Artificial Intelligence Strategy, New Enterprise Associates | | ✓ | 48 | 4 | 2020 | ✓ | | ✓ | | Uday Yadav CEO, TK Elevator | | ✓ | 63 | 1 | 2020 | ✓ | | ✓ |

  13. PROPOSAL 1 — ELECTION OF DIRECTORS

    | * = Financial Expert C = Committee Chair **Ages shown as of the date of the 2026 Annual Meeting |

  14. PROPOSAL 1 — ELECTION OF DIRECTORS

    | (1) Indicates total number of public company boards on which the nominee currently serves. |

  15. PROPOSAL 1 — ELECTION OF DIRECTORS

    | (2) Served on Evoqua Water Technology Corporation’s Board of Directors from 2020 until Xylem’s acquisition on May 24, 2023. |

  16. PROPOSAL 1 — ELECTION OF DIRECTORS

    | * Information provided by each director nominee. Tenure and age as of the date of the 2026 Annual Meeting. Global Origin indicates director nominees born and raised within or outside the U.S. |

  17. PROPOSAL 1 — ELECTION OF DIRECTORS

    The Board adopted a skills and experience matrix to facilitate the comparison of its directors’ skills versus those deemed necessary to oversee the Company’s current strategy. The skills included in the matrix are periodically evaluated against the Company’s strategy so that the matrix can serve as an up-to-date tool for identifying director nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company. Xylem’s 2026 skills matrix reflecting the characteristics of its director nominees is below.

  18. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Director Nominees | | CEO/C-Suite | Financial Expert | Global Business | Growth | Operational Expertise | People & Talent | Public Co. Board | Relevant Industry Expertise | Risk Management | Strategy | Technology & Innovation | | Earl R. Ellis | | ü | ü | ü | ü | ü | | ü | | ü | ü | | | Robert F. Friel | | ü | ü | ü | ü | | ü | ü | | ü | ü | ü | | Lisa Glatch | | ü | | ü | ü | ü | ü | ü | ü | ü | ü | ü | | Victoria D. Harker | | ü | ü | ü | ü | ü | | ü | | ü | ü | | | Mark D. Morelli | | ü | | ü | ü | ü | ü | ü | | ü | ü | ü | | Jerome A. Peribere | | ü | | ü | ü | ü | ü | ü | | ü | ü | ü | | Matthew F. Pine | | ü | | ü | ü | ü | ü | ü | ü | ü | ü | ü | | Lila Tretikov | | | | ü | ü | ü | | ü | | ü | ü | ü | | Uday Yadav | | ü | | ü | ü | ü | ü | ü | | ü | ü | ü |

  19. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Core Skills & Experience Definitions | | | | CEO/ C-Suite Experience | | Service as a public company CEO or senior executive provides a practical understanding of large organizations and hands-on leadership experience in driving change and long-term value for shareholders and other stakeholders, as well as experience in other core areas, such as strategic and operational planning, financial reporting, compliance, risk management and people and talent. | | Financial Expert | | Qualifies as a financial expert under SEC requirements. | | Global Business | | Experience driving business success in global markets, with an understanding of diverse business environments, economic conditions, geopolitics, cultures, regulatory frameworks and global market opportunities. | | Growth | | Focus and direct experience developing strategies to grow profitable sales and market share both organically and inorganically, enhance customer value and drive customer centricity, build brand awareness and equity, and enhance enterprise reputation. | | Operational Expertise | | Leadership and direct experience in operational excellence including product development and management, manufacturing including industry 4.0 technologies, supply chain, continuous improvement and sustainability. | | People & Talent | | Focus and direct experience identifying, attracting, developing, motivating and retaining top talent to achieve a company’s strategy, enable a high-impact culture and manage succession planning. | | Public Company Board / Corporate Governance | | Service on the boards and board committees of other public companies provides an understanding of corporate governance practices and trends, as well as insights into board management, relations between the board, the CEO and senior management, agenda setting and succession planning; and promotes strong board and management accountability, transparency and protection of shareholder and other stakeholder interests. | | Relevant Industry Expertise | | Direct experience in industries and end markets that the Company serves, including water and wastewater utilities, engineering, procurement and construction firms, building services, industrial processing, agriculture and irrigation, and the electric and gas sectors. | | Risk Management | | Focus and direct experience with risk management processes and managing and mitigating key risks such as cybersecurity, geopolitics, regulatory compliance, competition and disruption, financial, brand and reputation, and intellectual property. | | Strategy | | Experience developing, implementing, assessing and overseeing a company’s long-term strategy for growth. Experience leading growth through acquisitions and other transactions, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, accurately value transactions, and evaluate operational integration plans. | | Technology & Innovation | | Focus and direct experience with evolving and emerging technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models. |

  20. PROPOSAL 1 — ELECTION OF DIRECTORS

    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. 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 2025 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. Our Board of Directors recommends that you vote FOR the election of each of the director nominees

  21. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | EARL R. ELLIS Age: 60 Director Since: 2023 Board Committees ● Audit (Chair) | Principal Occupation ● Executive Vice President & Chief Financial Officer of Panera Bread, a casual restaurant chain, since October 2025 Prior Professional Experience ● Prior to joining Panera Bread, served as CFO of ABM Industries, a facility services company, from November 2020 to June 2025, followed by his departure from the company in September 2025 ● 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 and Senior Vice President & Chief Financial Officer of Best Buy Canada, from 2016 to November 2020 ● Served on the board of directors of Grace Foods Canada (2014 - 2023) | Key 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. | | 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 ● Earlier in his career, held executive leadership roles at a number of other public companies, including Canadian Tire Corporation, Campbell’s Soup, Kraft Foods, and Coca-Cola Bottling | | |

  22. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | ROBERT F. FRIEL Age: 70 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.) | Key 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. | | Current Public Company Boards West Pharmaceutical Services, Inc. (2020 - present) Other Public Company Boards in the Last Five Years NuVasive, Inc. (2016 - 2023) Additional Information ● One of the primary architects of PerkinElmer’s transformation into a global technology leader | | |

  23. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | LISA GLATCH Age: 63 Director Since: 2023 Board Committees ● Audit ● 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) | Key Qualifications, Attributes and Skills As a former executive and a director of other public companies, Ms. Glatch brings extensive engineering, innovation and 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 involving the public and private sectors in the energy, chemicals, environmental, water and transportation industries, she has deep experience in a number of Xylem’s end markets and operational functions, including information technology and cybersecurity, sales and marketing, government relations and sustainability. | | Current Public Company Boards Fluor Corporation (2024 - present) Other Public Company Boards in the Last Five Years Hess Corporation (2022 - 2025) 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 | | |

  24. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | VICTORIA D. HARKER Age: 61 Director Since: 2011 Board Committees ● Leadership Development & Compensation ● 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 ● 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. | Key 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. | | 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 University of Virginia Health System Board ● Member of the Board of Trustees of American University ● Member of the Board of Visitors of the University of Virginia and serves on a number of the University’s advisory boards | | |

  25. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | MARK D. MORELLI Age: 62 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. | Key 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, and shaping high-performance teams. | | Current Public Company Boards Vontier Corporation (2020 - present) 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 | | |

  26. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | JEROME A. PERIBERE Age: 71 Director Since: 2013 Board Committees ● Nominating & Governance (Chair) | Prior Professional Experience ● President & Chief Executive Officer of Sealed Air 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 | Key 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. | | 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 | | |

  27. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | CEO | | MATTHEW F. PINE Age: 54 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 and 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 | Key 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 developing the next generation of leaders in the water industry. He has led employee network groups throughout his career and champions Xylem’s leadership development, reverse mentoring and sponsorship programs. | | Current Public Company Boards Trane Technologies plc (2025 - 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 | | |

  28. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | LILA TRETIKOV Age: 48 Director Since: 2020 Board Committees ● Audit ● 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 | Key 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. | | Current Public Company Boards Volvo Cars AB (2021 – present) UBS Group AG (2025 – present) Capgemini SE (2026 – 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 | | |

  29. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | | INDEPENDENT | | UDAY YADAV Age: 63 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 | Key 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. | | Additional Information ● Served on the board of Hopewell, a therapeutic farm community addressing mental illness | | |

  30. DIRECTOR COMPENSATION

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

  31. Guiding Principles

    | ● | Impose limits on non-employee director compensation. |

  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

    | | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards | Compensation | Total | | Name | ($) (1) | ($) (2) | ($) (3) | ($) | | Jeanne Beliveau-Dunn (4) | 26,250 | — | 55 | 26,305 | | Earl R. Ellis | 130,000 | 165,000 | 5,132 | 300,132 | | Robert F. Friel | 175,000 | 235,000 | 10,132 | 420,132 | | Lisa Glatch | 105,000 | 165,000 | 2,332 | 272,332 | | Victoria D. Harker | 105,000 | 165,000 | 5,132 | 275,132 | | Mark D. Morelli | 125,000 | 165,000 | 1,632 | 291,632 | | Jerome A. Peribere | 120,000 | 165,000 | 3,132 | 288,132 | | Lila Tretikov | 105,000 | 165,000 | 132 | 270,132 | | Uday Yadav | 105,000 | 165,000 | 132 | 270,132 |

  35. DIRECTOR COMPENSATION TABLE

    | (1) The amounts represent cash compensation received in respect of service on our Board, as applicable, in 2025. 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. |

  36. DIRECTOR COMPENSATION TABLE

    | (2) All directors received an annual equity grant of 1,300 RSUs on May 13, 2025, the date of the Company’s 2025 Annual Meeting of Shareholders (other than Ms. Beliveau-Dunn who did not stand for re-election). Mr. Friel received an additional 551 RSUs for his service as independent Board Chair. Messrs. Friel, Morelli and Peribere elected to defer their 2025 RSU grants. The amounts shown reflect the grant-date fair value of the awards computed in accordance with FASB ASC 718, and are calculated using the Company’s closing stock price of $126.93 on May 13, 2025, as reported by the NYSE. Assumptions used in the valuations are discussed in Note 17 to the Company’s audited consolidated financial statements for the year ended December 31, 2025 in our Form 10-K filed with the SEC on February 25, 2026. |

  37. DIRECTOR COMPENSATION TABLE

    | (3) Amounts shown are comprised of the annual premium for group life insurance provided to non-employee directors described in “Indemnification and Insurance,” plus 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 Xylem Watermark matching contributions are as follows: Mr. Ellis $5,000, Mr. Friel $10,000, Ms. Glatch $2,200, Ms. Harker $5,000, Mr. Morelli $1,500 and Mr. Peribere $3,000. |

  38. DIRECTOR COMPENSATION TABLE

    | (4) Ms. Beliveau-Dunn served as a director on the Board until May 13, 2025 and did not stand for re-election at the 2025 Annual Meeting. |

  39. Elements of Executive Compensation

    | Element | Purpose | Target | Form of Delivery | | Base Salary | Base level of compensation | Fixed $ | Cash | | Annual Incentive Plan (“AIP”) Awards | Drive near-term performance | % of salary | Cash | | Long-Term Incentive Plan (“LTIP”) Awards | Drive long-term performance as well as shareholder alignment, and retention | $ value equity opportunity | PSUs RSUs Stock Options |

  40. 2025 Executive Compensation Highlights

    | ● | Base Salary: The LDCC approved base salary merit increases of 2.3% to 4% for our NEOs based on a review of market data and performance. |

  41. 2025 Executive Compensation Highlights

    | ● | AIP Awards: Our 2025 AIP was linked 100% to the Company’s annual Team Performance composed of Adjusted EBITDA Margin, Organic Revenue, and Adjusted Free Cash Flow (“FCF”) Margin. For executives who have responsibility for a segment, their AIP design includes a mix of global and segment weightings. |

  42. 2025 Executive Compensation Highlights

    | ● | 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 2025 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 Industrials Index (“rTSR”) and 25% are earned based on a pre-set three-year cumulative Adjusted Earnings per Share 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. |

  43. 2025 Executive Compensation Highlights

    | | alue 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. | | | The grant date value of 2025 LTIP awards for NEOs, as disclosed in the Summary Compensation Table, was set to generally align within 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. |

  44. Best Practices

    | SPOTLIGHT: What We Don’t Do | | | | x No Special Retirement Plan for NEOs: NEOs receive the same benefits, including retirement 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 Buyouts 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 |

  45. Long Term

    Long Term Design should:

  46. Long Term

    | ● | Reward for balanced long- term growth and profitability |

  47. Long Term

    | ● | Emphasize pay-for-performance |

  48. Long Term

    | ● | Be reasonable, fair, and strongly aligned with long-term shareholder value creation |

  49. Market Competitive

    Market Competitive Target compensation (base salary, target annual incentive compensation and target long-term incentive compensation) opportunities should generally reflect a reasonable range around the market median (with flexibility on long-term incentive compensation, as needed, to attract, retain or motivate key talent)

  50. 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 2025 target total direct compensation mix for our NEOs. The percentages of target total direct compensation reflected in the charts below were calculated using each NEO’s fiscal year 2025 base salary, target annual incentive compensation and target long-term incentive compensation.

  51. 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: business attributes, extent of global presence, revenue size, market capitalization and talent pool. 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. Our 2025 Peer Group includes the following companies:

  52. Compensation Benchmarking

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

  53. Compensation Benchmarking

    | * Based on reported GAAP revenues for the most recent four quarters ended on or prior to December 31, 2025 |

  54. Compensation Benchmarking

    | ** As of December 31, 2025 |

  55. Compensation Benchmarking

    In August 2025, the LDCC reviewed the 2025 Peer Group and made the following changes for the 2026 performance year based on analysis against our Peer Group selection criteria: removed Agilent Technologies, Inc. and Roper Technologies, Inc. and added Oshkosh Corporation and Stanley Black & Decker, Inc. Our 2026 Peer Group includes the following companies:

  56. Compensation Benchmarking

    | | 2026 PEER GROUP | | | | AMETEK, Inc. | Oshkosh Corporation (+) | | | Dover Corporation | Parker-Hannifin Corporation | | | Ecolab Inc. | Pentair plc | | | Emerson Electric Co. | Rockwell Automation, Inc. | | | Flowserve Corporation | Snap-on Incorporated | | | Fortive Corporation | Stanley Black & Decker, Inc. (+) | | | IDEX Corporation | TE Connectivity plc | | | Illinois Tool Works Inc. | Trane Technologies plc | | | Ingersoll Rand Inc. | Veralto Corporation | | | Lincoln Electric Holdings, Inc. | |

  57. Compensation Benchmarking

    | * Based on reported GAAP revenues for the most recent four quarters ended on or prior to December 31, 2025 |

  58. Compensation Benchmarking

    | ** As of December 31, 2025 |

  59. 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 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’ 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 outcomes are intended to vary on a yearly basis in accordance with actual annual and long-term performance.

  60. Elements of Our Executive Compensation Program — Overview

    | | | Element | Design | Purpose | | | 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 | · Variable component composed of: PSUs: 50% PSUs with a three-year cliff vesting schedule, based on achievement against internal and external performance metrics RSUs: 25% time-based RSUs, vesting in equal annual installments over three years Stock Options: 25% stock options, vesting in equal annual installments over three years | · Designed to link pay to long-term performance, to align executive incentives with shareholder value creation, and to help facilitate retention and stock ownership |

  61. Annual Incentive Plan

    Annual Incentive Plan Our AIP is a cash-based incentive program designed to link compensation to Xylem’s annual performance against financial and strategic objectives. The LDCC determined to move from the prior 75% financial / 25% individual weighting to 100% financial metrics and introduced segment financial metrics to sharpen alignment with financial performance, reinforce accountability for enterprise or segment results, depending on the executive’s role, and provide greater transparency. 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:

  62. Annual Incentive Plan

    | Base Salary ($)X | Target AIP Award (% of Salary)X | Team Performance Score | = | AIP Payout ($) |

  63. Annual Incentive Plan

    Each AIP performance metric is capped at 200% of target and results are interpolated between Threshold and Target and Target and Maximum for Team Performance results. For Mr. Pine, the LDCC increased the percentage of base salary reflected in his Target AIP Award from 135% to 140% for 2025 to better align with the market median for his position. For the other NEOs, the percentage of base salary reflected in their 2025 Target AIP Awards was unchanged from 2024.

  64. Team Performance Metrics (100%)

    Team Performance Metrics (100%) For 2025, financial metrics were selected to reflect the importance of top line growth, profit margin, and management of free cash flow as the foundation for building shareholder value. The performance objectives for the financial metrics were based on internal operating plans that were established taking into consideration the high end of the range of the 2025 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. For executives who have responsibility for a segment, their 2025 AIP design includes a mix of global and segment weightings. Definition, weighting, and payout percentage for each performance metric based on actual performance relative to target performance are summarized below:

  65. Team Performance Metrics (100%)

    | | Weighting | | | | Metrics | Team | Global Role | Segment Role | | Adjusted EBITDA Margin (1) | Global Segment (WI, WSS) | 40% NA | 20% 20% | | Organic Revenue (2) | Global Segment (WI, WSS) | 35% NA | 17.5% 17.5% | | Adjusted FCF Margin (3) | Global | 25% | 25% |

  66. Team Performance Metrics (100%)

    | | | | Actual Performance vs. Target for Payout Levels | | | | Metric | Team | Target | Threshold Payout (4) (50% of Target) | Target Payout (100% of Target) | Maximum Payout (200% of Target) | | | Global | 21.9% | 20.6% | 21.9% | 22.6% | | Adjusted EBITDA Margin | WI | 23.2% | 21.9% | 23.2% | 23.9% | | | WSS | 24.0% | 22.7% | 24.0% | 24.7% | | | Global | $8,699M | 96.9% of Target | 100% of Target | 104% of Target | | Organic Revenue | WI | $2,534M | 95% of Target | 100% of Target | 104% of Target | | | WSS | $2,451M | 95% of Target | 100% of Target | 104% of Target | | Adjusted FCF Margin | Global | 10.2% | 8.2% | 10.2% | 12.2% |

  67. Team Performance Metrics (100%)

    | (1) Defined as Adjusted EBITDA Margin, as externally reported and provided in Appendix A, excluding currency translation impact outside of a pre-set collar, as a percentage of GAAP basis revenue. |

  68. Team Performance Metrics (100%)

    | (2) Defined as revenue excluding the impact of fluctuations in foreign currency translation and contributions from acquisitions and divestitures, as compared to target. |

  69. Team Performance Metrics (100%)

    | (3) FCF defined as net cash from operating activities, as reported in the Statement of Cash Flows, less capital expenditures (adjusted to hold cash paid for capital-related expenditures at target). Adjusted FCF Margin is defined as FCF adjusted for significant cash paid or received for non-operational tax, acquisition or divestiture activities; divided by revenue. |

  70. Team Performance Metrics (100%)

    | (4) Actual performance below Threshold level will result in 0% payout. |

  71. 2025 AIP Payouts in 2026

    2025 AIP Payouts in 2026

  72. Determination of 2025 Team Performance Score

    | Metrics | Team | 2025 Target Performance | 2025 Actual Performance | Actual vs. Target | Actual Payout % | | | Global | 21.9% | 22.1% | +20 bps | 130% | | Adjusted EBITDA Margin | WI | 23.2% | 23.5% | +30 bps | 145% | | | WSS | 24.0% | 24.0% | - | 100% | | | Global | 8,699M | 8,795M | 101.1% | 128% | | Organic Revenue | WI | 2,534M | 2,516M | 99.3% | 93% | | | WSS | 2,451M | 2,424M | 98.9% | 89% | | Adjusted FCF Margin | Global | 10.2% | 10.3% | +10 bps | 105% | | | Team Performance Score (1) | | Global: 123% | WI: 120% | WSS: 110% |

  73. Determination of 2025 Team Performance Score

    | (1) For 2025, enterprise performance resulted in a Global Team Score that was higher than the Team Score for certain operating segments. Under our AIP design, segment performance goals are established independently and reflect the specific operating environment, growth profile, and financial priorities of each segment. |

  74. Determination of Actual 2025 AIP Payouts

    Determination of Actual 2025 AIP Payouts The following table summarizes the actual 2025 AIP Payouts to the NEOs paid in March 2026:

  75. Determination of Actual 2025 AIP Payouts

    | Name | Base Salary ($) | Target AIP Award (% of Salary) | Target Annual Incentive ($) | Range of Potential Payouts Based on Team Performance ($) | Team | Team Performance Score | Actual AIP Payout ($) | | Matthew F. Pine | 1,125,000 | 140% | 1,575,000 | 0 - 3,150,000 | Global | 123% | 1,937,250 | | William K. Grogan | 754,000 | 90% | 678,600 | 0 - 1,357,200 | Global | 123% | 834,678 | | Hayati Yarkadas(1) | 659,674 | 75% | 494,755 | 0 - 989,511 | WI | 120% | 593,706 | | Rodney O. Aulick | 570,540 | 70% | 399,378 | 0 - 798,756 | WSS | 110% | 439,316 | | Claudia S. Toussaint | 570,470 | 70% | 399,329 | 0 - 798,658 | Global | 123% | 491,175 |

  76. Determination of Actual 2025 AIP Payouts

    | (1) Amounts paid to Mr. Yarkadas converted from Swiss Francs (CHF) to US Dollars (USD). |

  77. 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 2025 LTIP awards for NEOs included the following components:

  78. Long-Term Incentive Plan

    | Component | % of Award | Vesting period | Rationale | | PSUs | | Performance-based cliff vesting at the end of three years | Two balanced performance criteria (relative TSR and cumulative Adjusted Earnings per Share) are designed to provide pay-for-performance linkage. Cliff vesting supports long-term alignment with shareholder value creation and retention of the Company’s NEOs. | | RSUs | | Time-based vesting in three annual installments | Three-year vesting supports long-term alignment with shareholders, and retention of the Company’s NEOs and helps facilitate stock ownership per our guidelines. | | Stock Options | | 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. |

  79. 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.

  80. 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 against objectives set with respect to performance metrics. New for 2025, cumulative Adjusted Earnings Per Share (“EPS”) was introduced as a metric to replace both Adjusted EBITDA and Revenue. The comparator for the Relative TSR metric was changed to S&P 500 Industrials Index, which is more comparable from a business perspective and still provides a robust constituency. 2025 - 2027 PSU metrics and objectives are as follows:

  81. Performance Share Units

    | ● | 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 Industrials Index. We believe rTSR helps us to further align the interests of our NEOs with those of our shareholders, and along with cumulative Adjusted EPS, 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 and Target and Target and Maximum). Payouts are capped at 100% of target if Xylem’s 2025 - 2027 TSR is negative. Beginning and ending price of the TSR calculation is based on daily average closing price for the month of December prior to the beginning and ending of the performance period, respectively. |

  82. Performance Share Units

    | | 2025‑2027 | Payout as a % of Target | | Performance Level | Relative TSR Rank | Shares | | Maximum | 83rd Percentile and Above | 200% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 25% | | Below Threshold | Below 25th Percentile | 0% |

  83. Performance Share Units

    Similar to the multiple broad-based compensation surveys in our compensation benchmarking, the S&P 500 Industrial Index is not a self-selected customized benchmark and provides a comprehensive and relevant comparison for our stock price performance against the broader market.

  84. Performance Share Units

    | ● | Adjusted EPS: 50% 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 three-year cumulative Adjusted EPS target. We believe EPS is a metric that reinforces a focus on internal financial performance and supports long-term shareholder value creation through sustained growth. |

  85. Performance Share Units

    Key elements of the 2025 - 2027 PSUs were as follows:

  86. Performance Share Units

    | ● | Earned PSUs will be settled in shares upon vesting |

  87. Performance Share Units

    | ● | PSUs do not grant holders voting rights |

  88. Performance Share Units

    | ● | Dividend equivalents are accrued and paid in cash only if and to the extent PSUs vest |

  89. Performance Share Units

    | ● | If an employee resigns or their employment is terminated prior to vesting, the PSUs are forfeited entirely, including any accrued dividend equivalents |

  90. Performance Share Units

    | ● | If an employee qualifies for retirement, dies or becomes disabled, a pro-rated portion of the PSUs vest based on actual performance |

  91. Performance Share Units

    | ● | 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 |

  92. Determination of 2023 - 2025 PSU Payouts

    Determination of 2023 - 2025 PSU Payouts On March 1, 2026, the LDCC determined payouts for the 2023 PSUs for all NEOs. The 2023 PSUs were earned at approximately 126.5% of target based on performance over the 2023 - 2025 performance period as shown below.

  93. 2023 PSU Award for Completed Performance Cycle in 2025

    2023 PSU Award for Completed Performance Cycle in 2025

  94. 2023 PSU Award for Completed Performance Cycle in 2025

    | Performance Metrics | Weighting | Performance Level | | Actual Result | Actual Payout | | | | Maximum: | 75th Percentile | | | | rTSR | 50% | Target: | 50th Percentile | 52nd Percentile | 106% | | | | Threshold: | 25th Percentile | | | | | | Maximum: | 2,006M | | | | Adjusted EBITDA | 25% | Target: | 1,824M | 2,009M | 175% | | | | Threshold: | 1,459M | | | | | | Maximum: | 9,426M | | | | Revenue | 25% | Target: | 8,767M | 8,938M | 119% | | | | Threshold: | 7,891M | | | | | | Total Final Payout: 126.5% of target | | | |

  95. 2023 PSU Award for Completed Performance Cycle in 2025

    On March 1, 2026, the LDCC also determined payouts for the 2021 Environmental, Social and Governance (“ESG”) PSUs for all NEOs. The 2021 ESG PSUs were earned at 80% of target based on performance over the 2021-2025 performance period as shown below.

  96. 2023 PSU Award for Completed Performance Cycle in 2025

    | Performance Metrics | Weighting | Targets | Actual Result | Actual Payout | | Women in Leadership | 20% | 33% | 29% | 0% | | Process Water Recycling (# of major facilities) | 20% | 20 | 21 | 100% | | CO2e Reduction (metric meter tons; cumulative difference) | 20% | 1.7 | 7.2 | 100% | | Pollution Prevention (billion cubic meters; cumulative difference) | 20% | 4.2 | 10.5 | 100% | | Non-Rev Water Reduction (billion cubic meters; cumulative difference) | 20% | 2.4 | 3.5 | 100% | | | | Total Final Payout: 80% of target | | |

  97. 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 2025 RSU awards were as follows:

  98. Restricted Stock Units

    | ● | RSUs awarded typically vest in three equal installments over three years |

  99. Restricted Stock Units

    | ● | RSUs do not grant holders voting rights |

  100. Restricted Stock Units

    | ● | Dividend equivalents are accrued and paid in cash only upon vesting/settlement of the awards |

  101. Restricted Stock Units

    | ● | If an employee resigns or their employment is terminated prior to vesting, the RSUs are forfeited entirely, including any accrued dividend equivalents |

  102. Restricted Stock Units

    | ● | If an employee qualifies for retirement, a pro-rated portion of the RSUs with a vesting date within 12 months of the employee’s retirement vest and applicable dividend equivalents will be paid upon retirement |

  103. Restricted Stock Units

    | ● | If an employee dies or becomes disabled, the RSUs vest in full |

  104. Restricted Stock Units

    | ● | 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 |

  105. 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 2025 non-qualified stock option awards were as follows:

  106. Stock Options

    | ● | Stock options typically vest in three equal annual installments over three years with a 10-year term and cannot be exercised prior to vesting |

  107. Stock Options

    | ● | 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 |

  108. Stock Options

    | ● | If an employee qualifies for retirement, a pro-rated portion of the unvested stock options with a vesting date within 12 months of the employee’s retirement vest and remain exercisable until the earlier of three years following the retirement date or the original expiration date |

  109. Stock Options

    | ● | 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 |

  110. Stock Options

    | ● | 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 |

  111. 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” (as defined in 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 2025, 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 2025, 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 latter of the LDCC approval date, the start of employment, or other applicable date as required by our equity grant blackout calendar.

  112. Severance Plan Arrangements

    Severance Plan Arrangements Xylem offers severance plan arrangements to provide transitional assistance to NEOs who are terminated either without cause or due to a qualifying termination 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 detail in the “Potential Post-Employment Compensation” section.

  113. Role of the Compensation Consultant

    Role of the Compensation Consultant The LDCC has retained Meridian Compensation Partners (“Meridian”) as its independent compensation consultant since May 2024. Prior to engaging Meridian each year, the LDCC reviews 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 2025, at the request of the LDCC, Meridian 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 Peer Group. At the direction of the LDCC, Meridian conducted the annual compensation benchmarking exercise for both executives and the 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.

  114. 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”).

  115. SUMMARY COMPENSATION TABLE (“SCT”)

    SUMMARY COMPENSATION TABLE (“SCT”) The following table summarizes the compensation for our NEOs for each of the years shown.

  116. SUMMARY COMPENSATION TABLE (“SCT”)

    | Name and | | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Matthew F. Pine | 2025 | 1,120,193 | — | 6,190,308 | 1,825,034 | 1,937,250 | 214,021 | 11,286,806 | | President and CEO | 2024 | 1,091,346 | — | 5,559,102 | 1,625,012 | 2,085,311 | 218,806 | 10,579,577 | | | 2023 | 647,896 | — | 1,542,460 | 500,006 | 890,175 | 105,413 | 3,685,950 | | William K. Grogan | 2025 | 748,423 | — | 1,908,026 | 562,490 | 834,678 | 94,986 | 4,148,603 | | EVP and CFO | 2024 | 725,000 | — | 1,710,453 | 500,018 | 916,273 | 98,476 | 3,950,221 | | | 2023 | 195,192 | 350,000 | 3,792,692 | — | 275,301 | 11,712 | 4,624,898 | | Hayati Yarkadas(6) | 2025 | 656,992 | — | 1,017,790 | 299,997 | 593,706 | 126,695 | 2,695,180 | | EVP and President, WI | 2024 | 606,260 | — | 1,026,232 | 299,988 | 630,719 | 120,650 | 2,683,848 | | | 2023 | 596,891 | — | 1,311,059 | 425,003 | 741,669 | 119,889 | 3,194,510 | | Rodney O. Aulick | 2025 | 577,432 | 300,000 | 720,898 | 212,499 | 439,316 | 71,172 | 2,321,317 | | EVP and President, WSS | 2024 | 546,202 | 375,000 | 726,859 | 212,511 | 528,649 | 75,275 | 2,464,495 | | Claudia S. Toussaint | 2025 | 566,252 | — | 890,236 | 262,493 | 491,175 | 74,020 | 2,284,175 | | EVP, Chief People and Sustainability Officer | | | | | | | | |

  117. SUMMARY COMPENSATION TABLE (“SCT”)

    | (1) The 2025 amount for Mr. Aulick represents the payout of the second tranche of a special deferred cash award made to offset a change in total compensation for the transition from Evoqua to Xylem in May 2023. |

  118. SUMMARY COMPENSATION TABLE (“SCT”)

    | (2) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the PSU and RSU awards excluding the effect of estimated forfeitures. The grant date fair value of the PSUs included in these amounts is determined based on the probable outcomes of the applicable performance objectives as of the date of grant. Assuming the maximum performance is achieved for the 2025 PSU award, the maximum grant date fair value is $8,730,665 for Mr. Pine; $2,691,035 for Mr. Grogan; $1,435,467 for Mr. Yarkadas; $1,016,733 for Mr. Aulick; and $1,255,568 for Ms. Toussaint. A discussion of the awards and assumptions used in calculating the values of 2025 PSU and RSU awards may be found in Note 17 to the Consolidated Financial Statements in the Company’s 2025 Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. |

  119. SUMMARY COMPENSATION TABLE (“SCT”)

    | (3) Amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the stock option awards excluding the effect of estimated forfeitures. A discussion of assumptions used in calculating the values of 2025 stock option awards may be found in Note 17 to the Consolidated Financial Statements in the Company’s 2025 Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. |

  120. SUMMARY COMPENSATION TABLE (“SCT”)

    | (4) Amounts represent AIP Payouts earned for each performance year. |

  121. SUMMARY COMPENSATION TABLE (“SCT”)

    | (5) Amounts represent items specified in the “All Other Compensation Table” below. |

  122. SUMMARY COMPENSATION TABLE (“SCT”)

    | (6) 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. His 2025 cash compensation was converted to U.S. dollars based on the daily average exchange rate of 1.207 USD for 1 Swiss Franc during 2025. |

  123. 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, 2025.

  124. 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 | | 787,500 | 1,575,000 | 3,150,000 | | | | | | | — | | PSU - TSR | 3/5/25 | | | | 7,037 | 14,074 | 28,148 | | | | 2,540,357 | | PSU - EPS | 3/5/25 | | | | 7,037 | 14,074 | 28,148 | | | | 1,824,976 | | RSU | 3/5/25 | | | | | | | 14,074 | | | 1,824,976 | | Option | 3/5/25 | | | | | | | | 49,392 | 129.67 | 1,825,034 | | William K. Grogan | | 339,300 | 678,600 | 1,357,200 | | | | | | | — | | PSU - TSR | 3/5/25 | | | | 2,169 | 4,338 | 8,676 | | | | 783,009 | | PSU - EPS | 3/5/25 | | | | 2,169 | 4,338 | 8,676 | | | | 562,508 | | RSU | 3/5/25 | | | | | | | 4,338 | | | 562,508 | | Option | 3/5/25 | | | | | | | | 15,223 | 129.67 | 562,490 | | Hayati Yarkadas | | 247,378 | 494,755 | 989,511 | | | | | | | — | | PSU - TSR | 3/5/25 | | | | 1,157 | 2,314 | 4,628 | | | | 417,677 | | PSU - EPS | 3/5/25 | | | | 1,157 | 2,314 | 4,628 | | | | 300,056 | | RSU | 3/5/25 | | | | | | | 2,314 | | | 300,056 | | Option | 3/5/25 | | | | | | | | 8,119 | 129.67 | 299,997 | | Rodney O. Aulick | | 199,689 | 399,378 | 798,756 | | | | | | | — | | PSU - TSR | 3/5/25 | | | | 820 | 1,639 | 3,278 | | | | 295,840 | | PSU - EPS | 3/5/25 | | | | 820 | 1,639 | 3,278 | | | | 212,529 | | RSU | 3/5/25 | | | | | | | 1,639 | | | 212,529 | | Option | 3/5/25 | | | | | | | | 5,751 | 129.67 | 212,499 | | Claudia S. Toussaint | | 199,665 | 399,329 | 798,658 | | | | | | | — | | PSU - TSR | 3/5/25 | | | | 1,012 | 2,024 | 4,048 | | | | 365,332 | | PSU - EPS | 3/5/25 | | | | 1,012 | 2,024 | 4,048 | | | | 262,452 | | RSU | 3/5/25 | | | | | | | 2,024 | | | 262,452 | | Option | 3/5/25 | | | | | | | | 7,104 | 129.67 | 262,493 |

  125. GRANTS OF PLAN-BASED AWARDS

    | (1) Amounts reflect the annualized minimum, target, and maximum payment levels, respectively, for potential award payouts achieved under the 2025 AIP described under “Compensation Discussion and Analysis - Annual Incentive Plan.” No payout if results are below Threshold. These potential payments were based on achievement against specific performance objectives and were therefore completely at risk. The actual |

  126. GRANTS OF PLAN-BASED AWARDS

    | earned payouts for each NEO under the 2025 AIP are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  127. GRANTS OF PLAN-BASED AWARDS

    | (2) Amounts reflect the minimum, target, and maximum number of shares issuable in respect of PSUs granted in 2025, which were determined using the closing price of Xylem common stock on the grant date. The lines represent the regular 2025 annual awards which cliff vest three years after March 5, 2025 (“Grant Date”) to the extent that they are earned based on pre-set relative TSR and EPS performance goals and provided that the executive remains an employee as of the vesting date. |

  128. GRANTS OF PLAN-BASED AWARDS

    | (3) Amounts reflect the number of RSUs granted in 2025, which was determined using the closing price of Xylem common stock on the grant date. The 2025 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. |

  129. GRANTS OF PLAN-BASED AWARDS

    | (4) Amounts reflect the number of stock options granted in 2025, which were 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. |

  130. GRANTS OF PLAN-BASED AWARDS

    | (5) The stock option exercise price equals the closing price of Xylem common stock on the grant date. |

  131. GRANTS OF PLAN-BASED AWARDS

    | (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 2025, excluding the effect of estimated forfeitures. The grant date fair value of the PSUs included in these amounts is determined based on the probable outcomes of the applicable performance objectives as of the date of grant. A discussion of the awards and assumptions used in calculating the values of PSU, RSU and stock option awards may be found in Note 17 to the Consolidated Financial Statements in the Company’s 2025 Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. |

  132. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information regarding all outstanding stock options and unvested RSU and PSU awards held by each NEO as of December 31, 2025.

  133. 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) | Equity Incentive Plan Awards: Number of Unearned Shares, or Units or Other Rights of Stock that Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market Value of Unearned Shares, or Units or Other Rights of Stock that Have Not Vested ($)(4) | | Matthew F. Pine | 5/7/20 | 14,635 | — | 63.55 | 5/7/30 | 24,191 | 3,294,330 | 121,768 | 16,582,366 | | | 5/7/20 | 145,856 | — | 63.55 | 5/7/30 | | | | | | | 3/1/21 | 11,853 | — | 102.23 | 3/1/31 | | | | | | | 3/1/22 | 15,106 | — | 86.76 | 3/1/32 | | | | | | | 3/1/23 | 11,470 | 5,736 | 101.09 | 3/1/33 | | | | | | | 3/1/24 | 14,322 | 28,645 | 127.94 | 3/1/34 | | | | | | | 3/5/25 | — | 49,392 | 129.67 | 3/5/35 | | | | | | William K. Grogan | 3/1/24 | 4,407 | 8,814 | 127.94 | 3/1/34 | 16,545 | 2,253,098 | 46,235 | 6,296,282 | | | 3/5/25 | — | 15,223 | 129.67 | 3/5/35 | | | | | | Hayati Yarkadas | 3/1/22 | 5,036 | — | 86.76 | 3/1/32 | 5,280 | 719,030 | 31,031 | 4,225,774 | | | 3/1/23 | 3,250 | 3,250 | 101.09 | 3/1/33 | | | | | | | 3/1/23 | 1,625 | 1,625 | 101.09 | 3/1/33 | | | | | | | 3/1/24 | 2,644 | 5,288 | 127.94 | 3/1/34 | | | | | | | 3/5/25 | — | 8,119 | 129.67 | 3/5/35 | | | | | | Rodney O. Aulick | 2/14/19 | 9,254 | — | 26.40 | 2/14/29 | 4,162 | 566,781 | 13,198 | 1,797,304 | | | 2/16/21 | 17,376 | — | 51.59 | 2/16/31 | | | | | | | 3/1/24 | 1,873 | 3,746 | 127.94 | 3/1/34 | | | | | | | 3/5/25 | — | 5,751 | 129.67 | 3/5/35 | | | | | | Claudia S. Toussaint | 2/21/18 | 11,641 | — | 75.18 | 2/21/28 | 3,939 | 536,413 | 22,523 | 3,067,155 | | | 2/20/19 | 12,456 | — | 74.07 | 2/20/29 | | | | | | | 2/27/20 | 14,036 | — | 80.66 | 2/27/30 | | | | | | | 3/1/21 | 9,698 | — | 102.23 | 3/1/31 | | | | | | | 3/1/22 | 12,588 | — | 86.76 | 3/1/32 | | | | | | | 3/1/23 | 5,162 | 2,581 | 101.09 | 3/1/33 | | | | | | | 3/1/24 | 1,983 | 3,966 | 127.94 | 3/1/34 | | | | | | | 3/5/25 | — | 7,104 | 129.67 | 3/5/35 | | | | |

  134. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) All unvested stock option awards vest in three equal installments over the three-year period following the grant date. |

  135. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) The following table provides the vesting schedules (vesting typically occurs on the applicable anniversary of the grant date): |

  136. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Grant | Vesting Schedule (#) | | | | Name | Date | 2026 | 2027 | 2028 | | Matthew F. Pine | 3/1/23 | 5,736 | - | - | | | 3/1/24 | 14,322 | 14,323 | - | | | 3/5/25 | 16,464 | 16,464 | 16,464 | | William K. Grogan | 3/1/25 | 4,407 | 4,407 | - | | | 3/5/26 | 5,074 | 5,074 | 5,075 | | Hayati Yarkadas | 3/1/23 | 3,250 | - | - | | | 3/1/23 | 1,625 | - | - | | | 3/1/24 | 2,644 | 2,644 | - | | | 3/5/25 | 2,706 | 2,706 | 2,707 | | Rodney O. Aulick | 3/1/24 | 1,873 | 1,873 | - | | | 3/5/25 | 1,917 | 1,917 | 1,917 | | Claudia S. Toussaint | 3/1/23 | 2,581 | - | - | | | 3/1/24 | 1,983 | 1,983 | - | | | 3/5/25 | 2,368 | 2,368 | 2,368 |

  137. 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): |

  138. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Grant | Vesting Schedule (#) | | | | Name | Date | 2026 | 2027 | 2028 | | Matthew F. Pine | 3/1/23 | 1,649 | - | - | | | 3/1/24 | 4,234 | 4,234 | - | | | 3/5/25 | 4,691 | 4,691 | 4,692 | | William K. Grogan | 9/18/23 | 9,601 | - | - | | | 3/1/24 | 1,303 | 1,303 | - | | | 3/5/25 | 1,446 | 1,446 | 1,446 | | Hayati Yarkadas | 3/1/23 | 934 | - | - | | | 3/1/23 | 468 | - | - | | | 3/1/24 | 782 | 782 | - | | | 3/5/25 | 771 | 771 | 772 | | Rodney O. Aulick | 12/9/22 | 1,415 | - | - | | | 3/1/24 | 554 | 554 | - | | | 3/5/25 | 546 | 546 | 547 | | Claudia S. Toussaint | 3/1/23 | 742 | - | - | | | 3/1/24 | 586 | 587 | - | | | 3/5/25 | 674 | 675 | 675 |

  139. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Market values were determined based on the Company’s closing stock price of $136.18 on December 31, 2025. |

  140. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Amounts reflect the 2021 ESG PSU and 2023 PSU awards that vested on March 1, 2026 with payout at 80% and approximately 126.5% of target, respectively, and 2024 and 2025 unvested PSUs estimated at 200% of target. |

  141. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    The following table provides the vesting schedule (vesting occurs on the three-year anniversary of the grant date, other than with respect to the 2021 ESG PSUs, which vest on the five-year anniversary of the grant date):

  142. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Grant | Vesting Schedule (#) | | | | Name | Date | 2026 | 2027 | 2028 | | Matthew F. Pine | 3/1/21 | 2,152 | - | - | | | 3/1/23 | 12,514 | - | - | | | 3/1/24 | - | 50,806 | - | | | 3/5/25 | - | - | 56,296 | | William K. Grogan | 9/18/23 | 13,251 | - | - | | | 3/1/24 | - | 15,632 | - | | | 3/5/25 | - | - | 17,352 | | Hayati Yarkadas | 3/1/21 | 1,761 | - | - | | | 3/1/23 | 7,091 | - | - | | | 3/1/23 | 3,545 | - | - | | | 3/1/24 | - | 9,378 | - | | | 3/5/25 | - | - | 9,256 | | Rodney O. Aulick | 3/1/24 | - | 6,642 | - | | | 3/5/25 | - | - | 6,556 | | Claudia S. Toussaint | 3/1/21 | 1,761 | - | - | | | 3/1/23 | 5,632 | - | - | | | 3/1/24 | - | 7,034 | - | | | 3/5/25 | - | - | 8,096 |

  143. 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 2025. None of our NEOs exercised stock options in 2025.

  144. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting($)(1) | | Matthew F. Pine | 15,611 | 2,025,996 | | William K. Grogan | 10,903 | 1,534,044 | | Hayati Yarkadas | 11,911 | 1,545,810 | | Rodney O. Aulick | 12,695 | 1,612,731 | | Claudia S. Toussaint | 9,437 | 1,224,734 |

  145. OPTION EXERCISES AND STOCK VESTED

    | (1) 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. |

  146. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION

  147. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation

  148. 2025 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Matthew F. Pine | | | | | | | Deferred Compensation | — | — | — | — | — | | Non-Qualified Savings | — | 189,521 | 82,032 | — | 577,245 | | Total | — | 189,521 | 82,032 | — | 577,245 | | William K. Grogan | | | | | | | Deferred Compensation | 417,339 | 25,040 | — | — | — | | Non-Qualified Savings | — | 48,946 | 18,931 | — | 138,641 | | Total | 417,339 | 73,986 | 18,931 | — | 138,641 | | Rodney O. Aulick | | | | | | | Deferred Compensation | — | — | — | — | — | | Non-Qualified Savings | — | 46,672 | 9,183 | — | 83,153 | | Total | — | 46,672 | 9,183 | — | 83,153 | | Claudia S. Toussaint | | | | | | | Deferred Compensation | — | — | — | — | — | | Non-Qualified Savings | — | 49,520 | 74,663 | — | 582,170 | | Total | — | 49,520 | 74,663 | — | 582,170 |

  149. 2025 Non-Qualified Deferred Compensation

    | (1) Amounts represent the deferred portion of the 2025 AIP, which was credited to NEO’s account in 2026 and is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table”. |

  150. 2025 Non-Qualified Deferred Compensation

    | (2) Amounts consist of the contributions to the participants under the Xylem Deferred Compensation Plan and SRSP for the 2025 AIP, which were credited to the NEOs’ accounts in 2026. 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". |

  151. 2025 Non-Qualified Deferred Compensation

    | (3) 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. |

  152. 2025 Non-Qualified Deferred Compensation

    | (4) The amounts represent account balances at 2025 fiscal year end and exclude contributions that were credited in 2025 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 $578,378 for Mr. Pine; $135,152 for Mr. Grogan; $97,797 for Mr. Aulick; and $393. 899 for Ms. Toussaint. |

  153. Potential Post-Employment and Change of Control Compensation

    | (2) The amounts shown consist of the following potential payments if an NEO had been terminated not for cause as of December 31, 2025: |

  154. Potential Post-Employment and Change of Control Compensation

    | (3) The amounts shown consist of the following potential payments upon termination not for cause or with good reason within two years of change of control: |

  155. CEO PAY RATIO

    CEO PAY RATIO Mr. Pine’s annual total compensation for 2025 was $11.3 million as disclosed in the Summary Compensation Table. The annual total compensation of the employee identified as our median compensated employee was $66,535 calculated using the same methodology used to calculate annual total compensation for our NEOs as set forth in the Summary Compensation Table. As a result, the ratio of these amounts was 170:1. We identified the median compensated individual of all our employees (excluding the CEO) through the following process:

  156. CEO PAY RATIO

    | ● | We used the global employee population active as of December 31, 2025. This included all full-time, part-time, temporary and seasonal workers. |

  157. CEO PAY RATIO

    | ● | To identify the median compensated employee, we used the following consistently applied compensation measure for 2025: 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 2025, compensation was annualized. |

  158. CEO PAY RATIO

    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.

  159. 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 regarding the relationship between “compensation actually paid” and certain financial performance of the Company 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.

  160. Pay Versus Performance Table

    Pay Versus Performance Table

  161. Pay Versus Performance Table

    | | PEO (Mr. Pine in 2024-2025 Mr. Decker in 2021-2023) | | 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) | | 2025 | 11,286,806 | 13,704,919 | 2,862,319 | 4,922,831 | 149 | 189 | 957 | 9,035 | | 2024 | 10,579,577 | 9,467,754 | 3,007,865 | 2,774,227 | 119 | 158 | 890 | 8,562 | | 2023 | 10,825,450 | 9,674,561 | 3,517,747 | 3,572,262 | 116 | 135 | 609 | 7,364 | | 2022 | 10,148,865 | 7,158,884 | 2,564,752 | 2,042,657 | 111 | 114 | 355 | 5,522 | | 2021 | 10,441,670 | 13,341,645 | 2,665,368 | 4,175,346 | 119 | 121 | 427 | 5,195 |

  162. Pay Versus Performance Table

    | (1) The dollar amounts reported in column (b) are the amounts reported for Mr. Pine and Mr. Decker (the Company’s CEO in 2021-2023) for each of the corresponding years in the “Total” column of the Summary Compensation Table (“SCT”). |

  163. Pay Versus Performance Table

    | (2) 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, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Numbers disclosed in 2025 Proxy Statement were updated to correct a minor calculation error. |

  164. Pay Versus Performance Table

    | Compensation Actually Paid to PEO ($M) | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total | 11,287 | 10,580 | 10,825 | 10,149 | 10,442 | | Less, value of “Stock Awards” and “Option Awards” reported in SCT | 8,015 | 7,184 | 6,893 | 5,969 | 7,725 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 8,232 | 5,832 | 7,889 | 9,548 | 9,459 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 1,646 | (76) | (301) | (1,983) | 2,297 | | Plus (less), change in fair value of equity awards granted in prior years that vested in the year | 555 | 316 | (1,845) | (4,587) | (1,131) | | Compensation Actually Paid to PEO | 13,705 | 9,468 | 9,675 | 7,159 | 13,342 |

  165. 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 2025, Mr. Grogan, Mr. Yarkadas, Mr. Aulick and Ms. Toussant; (ii) for 2024, Mr. Grogan, Ms. Emmerich, Mr. Yarkadas, and Mr. Aulick; (iii) for 2023, Mr. Grogan, Mr. Pine (as COO), Mr. Yarkadas, Mr. Franz Cerwinka (former SVP and President, Applied Water (“AW”)), and Ms. Sandra Rowland (former CFO); (iii) for 2022, Ms. Rowland, Ms. Capers (former SVP and General Counsel), Mr. Yarkadas, and Mr. Pine (as SVP and President, Americas and Measurement and Control Solutions (“MCS”)); and (iv) for 2021, Ms. Rowland, Mr. Colin Sabol (former SVP and President, MCS), Mr. Pine (as SVP and President, AW), and Mr. Yarkadas. |

  166. Pay Versus Performance Table

    | (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, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Numbers disclosed in 2025 Proxy Statement were updated to correct a minor calculation error. |

  167. Pay Versus Performance Table

    | Compensation Actually Paid to Non-PEO NEOs ($M) | 2025 | 2024 | 2023 | 2022 | 2021 | | Average SCT Total | 2,862 | 3,008 | 3,518 | 2,565 | 2,665 | | Less, average value of “Stock Awards” and “Option Awards” reported in SCT | 1,469 | 1,569 | 2,015 | 1,209 | 1,577 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 1,508 | 1,255 | 2,344 | 1,908 | 1,931 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 1,832 | (32) | (45) | (435) | 1,026 | | Plus (less), average change in fair value of equity awards granted in prior years that vested in the year | 189 | 113 | (230) | (786) | 130 | | Less, average prior year-end fair value for any equity awards forfeited in the year | — | — | — | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | 4,923 | 2,774 | 3,572 | 2,043 | 4,175 |

  168. 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, 2020. |

  169. Pay Versus Performance Table

    | (6) The peer group used for this purpose is the S&P 500 Industrials Index. |

  170. Pay Versus Performance Table

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  171. Pay Versus Performance Table

    | (8) Revenue was the Company-Selected Measure for the most recently completed fiscal year. The dollar amounts reported represent the amount of Revenue reflected in the Company’s audited financial statements for the applicable year. |

  172. 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.

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

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR

  174. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  175. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue

  176. 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.