Earl Ellis
XylemAbout Earl R. Ellis
Independent director of Xylem Inc. (director since 2023), age 59, and Chair of the Audit Committee. Ellis is EVP & CFO of ABM Industries Inc. (since Nov 2020) and is designated an “audit committee financial expert” under SEC rules. His background spans senior finance and operational roles at Best Buy (SVP Finance; CFO Best Buy Canada, 2016–Nov 2020), Canadian Tire, Campbell Soup, Kraft Foods, and Coca‑Cola Bottling; prior board service includes Grace Foods Canada (2014–2023). The Board determined he is independent under NYSE listing standards and Corporate Governance Principles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABM Industries Inc. | EVP & CFO | Nov 2020–present | Leads finance, strategy operationalization, technology transformation |
| Best Buy | SVP, Finance; CFO, Best Buy Canada | 2016–Nov 2020 | Finance leadership; strategic plan/technology transformation contributions |
| Canadian Tire | Executive leadership roles | Not disclosed | Finance/operations experience |
| Campbell Soup | Executive leadership roles | Not disclosed | Finance/operations experience |
| Kraft Foods | Executive leadership roles | Not disclosed | Finance/operations experience |
| Coca‑Cola Bottling | Executive leadership roles | Not disclosed | Finance/operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ABM Industries Inc. | EVP & CFO | Nov 2020–present | Public company executive role (not disclosed as a director seat) |
| Grace Foods Canada | Director | 2014–2023 | Prior board service (non‑U.S. private) |
| Executive Leadership Council | Member | Since 2019 | Professional affiliation |
| North Minneapolis Achievement Zone; University of Guelph | Board/Board of Governors | Not disclosed | Non‑profit/academic governance roles |
Board Governance
- Independence: Independent director; Board determined all nominees other than the CEO are independent under NYSE rules .
- Committees: Audit Committee Chair; designated “audit committee financial expert” (with Victoria Harker) .
- Audit Committee activity: 7 meetings in 2024; oversight of financial reporting, auditor, internal audit, Code of Conduct, cybersecurity, product safety .
- Attendance and engagement: Board held 6 meetings and 15 committee meetings; >97% average attendance; each director nominee attended ≥94% of applicable meetings; independent director executive sessions at all six Board meetings .
- Board structure: Independent Board Chair (Robert F. Friel); regular executive sessions; strong governance practices (majority voting; proxy access; no poison pill) .
Fixed Compensation
| Element | Program Detail | Ellis 2024 Actual |
|---|---|---|
| Annual Cash Retainer | $105,000 per non‑employee director | $123,750 (includes Audit Chair retainer; Ellis also elected to defer cash retainer) |
| Committee Chair Retainer | Audit Chair: $25,000; LDCC Chair: $20,000; other chairs: $15,000 | Included in Fees Earned |
| Excess Meeting Fees | $2,000 in‑person; $1,000 telephonic (only for excess meetings) | Not separately disclosed |
| Independent Chair Retainer | $140,000 ($70k cash; $70k RSUs) | Not applicable (Ellis not Board Chair) |
| Total Cash + Other | Program limits total annual director pay to $750,000 | All Other Compensation: $5,132 (life insurance premium + Watermark matching) |
Performance Compensation
| Equity Award Type | Grant Detail | Vesting/Terms |
|---|---|---|
| RSUs (annual grant) | 1,156 RSUs granted May 16, 2024; grant date fair value computed using $142.68 (NYSE close on grant date) | RSUs vest the day before the next annual shareholder meeting; directors may defer settlement under the Deferred Compensation Plan |
| Stock Options | None outstanding for directors | N/A |
| Performance‑linked metrics | Xylem does not use PSUs or performance metrics for non‑employee director equity; director pay is cash + time‑based RSUs | N/A |
Other Directorships & Interlocks
| Company | Current Public Board Seat | Committee Role | Interlock/Conflict Notes |
|---|---|---|---|
| ABM Industries Inc. | Not disclosed as a board seat; role is EVP & CFO | N/A | No related‑party transactions requiring disclosure since Jan 1, 2024 |
| Grace Foods Canada | No (prior: 2014–2023) | N/A | Prior non‑public board |
- Potential conflicts: Xylem’s Related Party Transactions policy requires committee review; no related‑party transactions disclosed since Jan 1, 2024. Insider trading policy prohibits hedging, pledging, and shorting; robust pre‑clearance and blackout procedures are in place .
Expertise & Qualifications
- Financial expert: Deep finance background; SEC “audit committee financial expert”; skills in strategy, transactions, technology transformation, operations, procurement, risk management, capital management/allocation, audit and compliance .
- Governance and risk: Oversees cybersecurity controls/reporting through Audit Committee responsibility; Audit Committee reviewed 2024 financials and recommended inclusion in Form 10‑K .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 1,847 (<1% of class) |
| Shares outstanding basis | 243,322,974 shares outstanding as of Mar 7, 2025 (for % of class calculations) |
| Unvested RSUs outstanding (12/31/24) | 1,156 RSUs |
| Vested but deferred RSUs | None disclosed for Ellis |
| Ownership guidelines | Directors: 5× annual cash retainer; unvested time‑based RSUs count toward compliance; 5‑year window to meet |
| Compliance status | As of Mar 7, 2025, all directors are met or on track to timely meet ownership guidelines |
| Hedging/pledging status | Prohibited by Xylem’s insider trading policy |
Governance Assessment
- Board effectiveness: Ellis chairs an active Audit Committee (7 meetings) with robust oversight of financial reporting, controls, ethics, and cybersecurity—positively signaling board rigor and risk oversight .
- Independence & attendance: Independent status with strong attendance norms (≥94% for nominees; >97% average) supports investor confidence in engagement and oversight quality .
- Pay alignment: Director compensation is balanced (cash + time‑based RSUs), with Ellis’ 2024 total compensation of $293,882 and deferral election for cash retainer, aligning interests while avoiding performance gaming in director pay .
- Ownership alignment: Beneficial ownership plus unvested RSUs and adherence to 5× retainer guideline with prohibition on hedging/pledging indicate skin‑in‑the‑game and alignment with shareholders .
- Conflicts/RED FLAGS: No related‑party transactions disclosed; strict insider trading controls; no options repricing; no perquisites for executives; say‑on‑pay support 82.7% (broader governance climate positive). No director‑specific red flags noted for Ellis .