Jerome Peribere
XylemAbout Jerome A. Peribere
Independent director, age 70, and a member of Xylem’s board since 2013; currently Chair of the Nominating & Governance Committee. Former President & CEO of Sealed Air (2013–2017), and previously President & COO; earlier spent 35 years at Dow Chemical, culminating as Executive VP and President & CEO of Dow Advanced Materials (2009–Aug 2012). Peribere is independent under NYSE rules and also serves on the board of Ashland Global Holdings Inc. (2018–present) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sealed Air | President & CEO | 2013–2017 | Led transformation to a knowledge-based company; unified organization with rebranding and stronger sustainability/customer value focus . |
| Sealed Air | President & COO | Pre-2013 | Senior operating leadership prior to CEO role . |
| Dow Chemical | EVP; President & CEO, Dow Advanced Materials | 2009–Aug 2012; various roles 1977–2012 | Extensive global leadership across operations and product development; capstone role in Advanced Materials . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashland Global Holdings Inc. | Director | 2018–present | Not disclosed in XYL proxy . |
Board Governance
- Independence: Independent director; board has an independent Chair (Robert F. Friel). Eight of nine 2025 nominees are independent .
- Committee assignments: Chair, Nominating & Governance Committee (N&G) .
- Attendance: Board held 6 meetings and committees held 15 in 2024; overall board/committee attendance >97%, and each nominee attended ≥94% of applicable meetings; independent directors held executive sessions at all six board meetings .
- N&G activity: N&G met 3 times in 2024; oversees board composition/refreshment, CEO succession (external pipeline), corporate governance principles, sustainability, and specialty compliance programs .
| Governance Metric | 2024 Value |
|---|---|
| Board meetings | 6 |
| Committee meetings | 15 (aggregate) |
| N&G meetings | 3 |
| Attendance (board/committees) | >97% avg; each nominee ≥94% |
| Independent directors | 8 of 9 nominees (2025 slate) |
| Board leadership | Independent Chair |
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard director cash retainer . |
| Committee chair retainer (N&G) | $15,000 | Applies to N&G Chair . |
| Excess meeting fees | $2,000 in-person; $1,000 telephonic | As incurred . |
| 2024 cash received (Peribere) | $120,000 | Fees earned in 2024 (cash), aligns with base + chair retainer . |
Performance Compensation (Director)
Directors do not have performance-based equity; annual grants are time-based RSUs that vest the day before the next annual meeting. Peribere elected to defer settlement of his 2024 RSU grant .
| Grant Type | Grant Date | Units | Fair Value per Share | Vesting | Deferral |
|---|---|---|---|---|---|
| Annual RSUs | May 16, 2024 | 1,156 | $142.68 | Vests day before next annual meeting | Elected deferral . |
| Board Chair incremental RSUs (not applicable to Peribere) | May 16, 2024 | N/A (Board Chair received 491) | $142.68 | Same schedule | N/A . |
| Deferred RSUs (prior elections) | Various | 1,580 (vested, deferred) | N/A | Deferred per plan | Outstanding “other deferred shares” . |
Director Compensation (Total – 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (Grant-date FV) | $165,000 |
| All Other Compensation | $3,132 (Watermark match + life insurance) |
| Total | $288,132 |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Ashland Global Holdings Inc. | Director (2018–present) | No related-party transactions disclosed at XYL since Jan 1, 2024; N&G reviews/approves any related party transactions; none reported . |
Expertise & Qualifications
- Former public-company CEO with deep experience in manufacturing/operations, strategy, sustainability, M&A integration, and executive compensation; brings sales/marketing and risk management expertise relevant to XYL’s industrial technology profile .
- N&G Chair leading governance, board refresh, assessments, CEO succession (external market scans), and sustainability oversight, indicating strong board-process leadership .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 27,579 shares | Less than 1% of class . |
| Ownership % of outstanding | <1% | Company had 243,322,974 shares outstanding as of Mar 7, 2025 . |
| Trust holdings | 25,999 shares | Jerome A. Peribere 2016 Revocable Trust (trustee: Peribere) . |
| Vested but deferred RSUs | 1,580 | Counted in beneficial ownership per footnote . |
| Unvested RSUs outstanding | 1,156 | 2024–2025 annual grant . |
| Hedging/pledging | Prohibited by policy | Company bans hedging, pledging, shorting by insiders . |
| Ownership guidelines | 5× annual cash retainer (directors) | All directors/executives met or are on track as of Mar 7, 2025 . |
Governance Assessment
- Strengths: Independent status; long-tenured public-company CEO experience; current N&G Chair with active oversight of board composition/assessments, governance principles, and sustainability; high attendance; robust stock ownership alignment; prohibition on hedging/pledging; no related-party transactions disclosed for period reviewed .
- Compensation alignment: Director pay split between cash and time-based RSUs, with meaningful equity component; within board policy limits; deferral elections further align horizon with shareholders .
- Potential watch items: Board retirement age policy of 72 suggests medium-term refresh considerations for directors near the threshold; managed via N&G’s ongoing refreshment process .
- Conflicts: No related-party transactions disclosed; outside public-company board commitments within XYL limits (≤4 for non-executive officers), with N&G screening for conflicts/time constraints .