Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On December 19, 2022, the Board of Directors ("Board") of Xylem Inc. (the
"Company") appointed Matthew F. Pine as the Company's Chief Operating Officer,
effective January 1, 2023. In this role, Mr. Pine will have oversight of each of
the Company's three business segments and regions, as well as functional areas,
including continuous improvement, digital, engineering, information technology,
innovation, product management and supply chain. Mr. Pine will continue to be an
executive officer of the Company and report to the Company's President and Chief
Executive Officer, Patrick K. Decker.
Mr. Pine, age 51, joined the Company in March 2020 as Senior Vice President and
President, Applied Water Systems and Americas Commercial Team. In May 2022, he
was appointed to the role of Senior Vice President and President, Americas,
Applied Water Systems and Measurement and Control Solutions. Prior to joining
the Company, Mr. Pine served as Vice President and General Manager of Carrier
Residential, a United Technologies Corporation business, from 2017 to 2018, and
then as President of Carrier Residential from 2018 until 2020.
In connection with his appointment, Mr. Pine will receive an annual base salary
of $650,000, subject to annual adjustment. In addition, Mr. Pine will be
eligible for (1) an annual cash incentive under the Company's Annual Incentive
Plan for the Senior Leadership Team ("AIP"), an exhibit to the Company's Form
10-Q Quarterly Report filed on October 29, 2020, with a target of 80% of his
base salary for 2023 and a maximum possible payout of 200% of target, based on
actual 2023 performance results, subject to the Board's Leadership Development
and Compensation Committee's ("LDCC") approval of the Company's 2023 AIP program
and performance criteria; and (2) an annual target equity grant under the
Company's Long-Term Incentive Plan ("LTIP") of $2,000,000 for 2023, subject to
the LDCC's approval of the Company's 2023 LTIP program and performance criteria.
The LTIP award, if approved, will be provided as performance share units (50%),
restricted stock units (25%) and stock options (25%) on terms consistent with
the 2023 annual equity awards to be provided to other senior executives of the
Company under the grant agreements included as exhibits to the Company's
Form 10-Q Quarterly Report filed on May 4, 2021, or as may be subsequently
updated, as appropriate, and filed in connection with 2023 grants.
Mr. Pine will continue to participate in the Company's severance plans as
follows: (1) the Senior Executive Severance Pay Plan, an exhibit to the
Company's Form 10-Q Quarterly Report filed on August 1, 2017; and (2) the
Special Senior Executive Severance Pay Plan, an exhibit to the Company's 2016
Annual Report. Each plan provides for the payment of severance benefits to
certain senior executives upon involuntary termination in specified
circumstances. Mr. Pine will also continue to receive other benefits generally
available to the Company's US-based salaried employees.
A copy of the press release announcing Mr. Pine's appointment is attached hereto
as Exhibit 99.1 and is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release by Xylem Inc. dated December 20, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document.
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