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 is exempt from the TSR underperformance trigger; serves on 1 public board (no overboarding); strong financial background as a sitting CFO qualifies him for Audit Committee chair role.
Xylem's 3-year price return of 22.2% is in the strong-positive tier (>+20%), requiring a gap of 65pp below the XLI sector ETF benchmark to trigger a No vote; actual gap is only -39.7pp, well below the 65pp threshold, so no TSR trigger fires; serves on 2 public boards (no overboarding).
Joined in May 2023 (approximately 24 months before the May 2026 meeting), placing her at the edge of the new-director exemption window; even if the TSR trigger is considered, the -39.7pp gap versus XLI does not meet the 65pp threshold required for a strong-positive TSR company; serves on 2 public boards (no overboarding).
Long-tenured director since 2011, but the 3-year TSR gap of -39.7pp versus the XLI ETF falls well short of the 65pp threshold needed to trigger a No vote for a company with strong-positive absolute returns; serves on 3 public boards (no overboarding).
Joined in 2022; as a sitting CEO at Vontier, he holds 2 public board seats total (Vontier plus Xylem), which is exactly at the policy limit of 2 for sitting CEOs and does not trigger a No vote; the TSR gap of -39.7pp does not meet the 65pp threshold.
Long-tenured director since 2013, but the -39.7pp TSR gap versus XLI is well below the 65pp threshold required for a company with strong-positive absolute 3-year returns; serves on 2 public boards (no overboarding).
As CEO and director since 2024 (within 24 months), he is exempt from the TSR trigger; as a sitting CEO he holds 2 public board seats (Xylem and Trane Technologies), which is exactly at the policy limit and does not trigger a No vote.
Tretikov currently serves on 4 public company boards (Volvo Cars, UBS Group, Capgemini, and Xylem), which equals the maximum of 4 permitted for non-executive directors under the policy; the policy triggers a No vote at 4 or more boards, but the proxy's own governance guidelines also set the limit at 4 for non-executive directors, and she is exactly at that limit — since the policy says '>= 4' triggers a No vote and she holds exactly 4, this is a borderline case; however, reading the policy strictly ('4 or more'), a No vote is warranted on overboarding grounds.
As a sitting CEO at TK Elevator (a private company), the sitting-CEO overboarding rule (which applies to CEOs of public companies) does not apply; he serves on 1 public board (Xylem only); the TSR gap of -39.7pp does not meet the 65pp threshold.
The nine-director slate is broadly well-qualified with strong governance practices, 100% meeting attendance in 2025, a newly adopted skills matrix, and independent board leadership. The TSR underperformance trigger does not fire for any director: Xylem's 3-year price return of +22.2% places it in the strong-positive tier, requiring a gap of 65pp below the XLI ETF benchmark to trigger a No vote, and the actual gap is only -39.7pp. One flag exists for Lila Tretikov, who sits on 4 public company boards — exactly the threshold at which the policy calls for a No vote on overboarding grounds. All other directors are within board-count limits and pass all qualifications screens.
Say on Pay
✓ FORCEO
Matthew F. Pine
Total Comp
$11,286,806
Prior Support
87%%
The prior year Say on Pay vote received 87% support, well above the 70% threshold that would require visible remediation. The compensation program is heavily performance-based — approximately 89% of the CEO's total direct compensation is variable, far exceeding the 50-60% policy minimum — with a balanced mix of performance stock awards tied to relative total shareholder return versus the S&P 500 Industrials Index and a cumulative earnings-per-share goal, time-based restricted stock, and stock options. CEO total compensation of approximately $11.3 million is reasonable for the CEO of a ~$28B industrial company, and the company has a meaningful clawback policy in place; no policy trigger for a No vote is activated.
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 plus other fees of $0, totaling approximately $339K) represent about 3.7% of audit fees ($9,165K), far below the 50% threshold that would raise independence concerns. Deloitte has served since 2011 (approximately 15 years), well below the 25-year tenure threshold. No material restatements are disclosed. Deloitte is a Big 4 firm fully appropriate for a $28B market-cap company.
Overall Assessment
The 2026 Xylem annual meeting ballot contains four proposals: election of nine directors, ratification of Deloitte as auditor, an advisory Say on Pay vote, and approval of a new employee stock purchase plan. The director slate, auditor, and executive compensation program all pass the applicable policy screens, with the sole flag being Lila Tretikov's service on four public company boards, which is exactly at the overboarding threshold under this policy.