UNITED STATES
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FORM
CURRENT REPORT
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| 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. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XYLEM INC. | ||||||
| Date: December 20, 2022 |
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By: | /s/ Kelly C. O’Shea | |||
| Kelly C. O’Shea | ||||||
| VP, Chief Corporate Counsel & Corporate Secretary | ||||||