XYLEM INC (XYL)
Sector: Industrials
2026 Annual Meeting Analysis
XYLEM INC · Meeting: May 14, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined in 2023 (within 24 months of the meeting), so he is exempt from the TSR trigger; no overboarding (1 public board), no attendance issues (100%), and brings relevant CFO-level financial expertise as Audit Committee Chair.
Xylem's 3-year return of +25.4% is strong positive, and the gap versus the peer median (-22.5pp) falls well short of the 50pp trigger threshold, so no TSR concern applies; holds 2 public board seats (within limits) and brings deep CEO/Chairman experience as independent Board Chair.
Joined in 2023 (within 24 months of the meeting), so she is exempt from the TSR trigger; holds 2 public board seats (within limits), attended 100% of meetings, and brings relevant water/energy industry experience.
Long-tenured director since 2011, but the 3-year peer gap of -22.5pp is well below the 50pp trigger threshold for strong-positive TSR companies, so no TSR concern fires; holds 3 public board seats (within the 4-board limit for non-executive directors), attended 100% of meetings, and brings extensive CFO and audit expertise.
Joined in 2022 and the 3-year peer TSR gap of -22.5pp is well below the 50pp trigger threshold; as a sitting CEO he holds 2 public board seats total (his own company plus Xylem), which is within the 2-seat limit for sitting CEOs, and he brings relevant industrial CEO experience.
Director since 2013; the 3-year peer gap of -22.5pp falls well short of the 50pp threshold for strong-positive TSR companies, so no TSR trigger applies; holds 2 public board seats (within limits) and attended 100% of meetings.
Joined the board in 2024 (within 24 months of the meeting), making him exempt from the TSR trigger; as Xylem's CEO he holds 2 public board seats (his own plus Trane Technologies), which is at but not exceeding the 2-seat limit for sitting CEOs, and his Say on Pay analysis passes separately.
Director since 2020; the 3-year peer TSR gap of -22.5pp is well below the 50pp threshold; she lists 4 public board seats (Volvo Cars, UBS Group, Capgemini, and Xylem), which equals the maximum allowed for non-executive directors under policy — this is a borderline flag but does not exceed the threshold, so the vote remains FOR while noting the concentration of board commitments.
Director since 2020; the 3-year peer TSR gap of -22.5pp is well below the 50pp trigger threshold; as a sitting CEO (TK Elevator, a private company) his outside public board seat count is 1 (Xylem only), well within limits, and he brings relevant industrial leadership experience.
All nine director nominees pass the key policy screens. Xylem's 3-year stock return of +25.4% is in the strong-positive tier, and the underperformance gap versus the disclosed compensation peer group median (-22.5pp) falls well short of the 65pp ETF fallback threshold and the 50pp named-peer threshold required to trigger a vote against any director. Three directors (Ellis, Glatch, Pine) joined within the past 24 months and are exempt from the TSR trigger entirely. No director exceeds the overboarding limits (Tretikov holds exactly 4 seats, at the maximum), no attendance issues were identified (100% attendance across the board in 2025), and the board has appropriate independence (8 of 9 independent) with a published skills matrix.
Say on Pay
✓ FORCEO
Matthew F. Pine
Total Comp
$11,286,806
Prior Support
87%%
CEO total compensation of approximately $11.3M is within a reasonable range for a CEO at a $30B industrial company, and prior-year shareholder support was a strong 87% — well above the 70% threshold that would require visible remediation. The pay mix is heavily performance-based (approximately 89% variable for the CEO), driven by a long-term incentive plan that uses both a relative total shareholder return metric versus the S&P 500 Industrials Index and a multi-year earnings-per-share target, alongside annual incentives tied to financial metrics — all of which represent meaningful, measurable performance conditions rather than guaranteed pay. The company has a clawback policy and demonstrated shareholder engagement practices, and no individual executive compensation flag was identified that would trigger a No vote under the policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
15 yrs
Audit Fees
$9,165,000
Non-Audit Fees
$339,000
Non-audit fees (audit-related fees of $303K plus tax fees of $36K, totaling $339K) represent approximately 3.7% of audit fees ($9.165M), far below the 50% threshold that would raise independence concerns. Deloitte has served since 2011 (approximately 15 years), well below the 25-year tenure trigger. Deloitte is a Big 4 firm appropriate for a $30B market-cap company, and the audit committee completed a fresh lead partner rotation for 2026, further supporting independence.
Overall Assessment
The 2026 Xylem annual meeting ballot presents four proposals: election of nine directors, ratification of Deloitte as auditor, an advisory Say on Pay vote on CEO compensation, and approval of an employee stock purchase plan. All three policy-covered proposals (director elections, auditor ratification, and Say on Pay) receive a FOR vote determination — the director TSR trigger does not fire given that the 3-year peer underperformance gap of 22.5 percentage points falls well below the 50-percentage-point threshold applicable to a company with strong positive returns, Deloitte's non-audit fee ratio is minimal at under 4%, and the CEO pay program is heavily performance-linked with strong prior-year shareholder support of 87%.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing