Lisa Glatch
XylemAbout Lisa Glatch
Independent director of Xylem Inc. since 2023; age 62 as of the May 13, 2025 Annual Meeting. Former President, LNG and Net-Zero Solutions and Chief Sustainability Officer at Sempra Infrastructure; previously senior leadership roles at Sempra LNG, CH2M (now Jacobs), and over 20 years at Fluor Corporation. Serves on Xylem’s Leadership Development & Compensation Committee (LDCC) and is deemed independent under NYSE standards. Tenure on Xylem’s board began with her appointment concurrent with Xylem’s acquisition of Evoqua in May 2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra Infrastructure | President, LNG & Net-Zero Solutions; Chief Sustainability Officer | Nov 2021 – Apr 2022 | Led sustainability and LNG solutions strategy at an energy infrastructure affiliate of Sempra. |
| Sempra LNG (predecessor) | President; Chief Operating Officer; Chief Sustainability Officer | Pre-2018–2022 (various roles prior to retirement) | Operational leadership across sustainability, IT/cybersecurity, sales/marketing, government relations. |
| CH2M (now Jacobs Engineering) | Executive Vice President & Chief Strategic Development Officer | Pre-2018 | Strategic development leadership in engineering services. |
| Fluor Corporation | President, Government Group; SVP, Project Operations (Energy & Chemicals) | Earlier career, >20 years | Extensive operations leadership in industrial engineering and project execution. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hess Corporation | Director | 2022 – present | Public company board; potential industry adjacency but no related-party transactions disclosed by Xylem. |
| Fluor Corporation | Director | 2024 – present | Public company board; background aligns with industrial capabilities. |
| Evoqua Water Technologies | Director (prior) | 2020 – 2023 | Served until Xylem’s acquisition of Evoqua (May 24, 2023). |
| Infraestructura Energetica Nova, S.A.B. de C.V. | Director (prior) | 2020 – 2021 | Public company role in energy infrastructure. |
Board Governance
- Committee assignments: Member, Leadership Development & Compensation Committee (LDCC); LDCC chaired by Mark D. Morelli.
- Independence: Board determined all nominees except the CEO are independent; 8 of 9 nominees independent in 2025; Glatch listed as independent.
- Attendance and engagement: In 2024 the Board held 6 meetings and committees held 15; average attendance >97%, and each director nominee attended ≥94% of total Board/committee meetings; independent directors held executive sessions at all six Board meetings.
- Years of service: Director since 2023; appointed concurrent with Evoqua acquisition.
- Board effectiveness: Annual self-assessments and periodic third-party facilitation; strong governance practices including majority voting, proxy access, and prohibition on hedging/pledging.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $78,750 | $105,000 |
| Meeting Fees ($) | Included in “Fees Earned” as applicable | Included in “Fees Earned” as applicable |
| All Other Compensation ($) | $331 (life insurance, Watermark matching) | $332 (life insurance, Watermark matching) |
| Total Cash/Other ($) | $79,081 | $105,332 |
Program elements (non-employee directors):
- Standard board compensation: Annual cash retainer $105,000; annual equity award $165,000 (RSUs); excess meeting fees $2,000 in-person / $1,000 telephonic.
- Chair retainers: Audit Chair $25,000; LDCC Chair $20,000; other committee chairs $15,000; Independent Board Chair $140,000 ($70,000 cash; $70,000 RSUs).
- Compensation limit: Non-employee director annual compensation capped at $750,000.
- Deferred compensation: Ability to defer cash and RSUs per plan terms.
Performance Compensation
| Equity Component | 2023 | 2024 | Vesting/Notes |
|---|---|---|---|
| Annual RSU Grant ($) | $165,000 | $165,000 | Granted on annual meeting date; RSUs vest day before next annual meeting. |
| RSUs Granted (shares) | 1,633 (May 24, 2023, for appointment cohort) | 1,156 (May 16, 2024) | Time-based vesting; directors may elect deferral of settlement. |
| Outstanding Stock Awards at FY-end (shares) | 2,820 (Dec 31, 2023) | 1,156 (Dec 31, 2024) | 2023 figure includes Evoqua plan award prior to acquisition. |
Notes:
- Director equity is time-based RSUs; Xylem’s director program does not use performance metrics (e.g., TSR, EBITDA) for director equity awards; performance-based metrics apply to executive LTIP, not non-employee directors.
Other Directorships & Interlocks
| Company | Sector Overlap with Xylem | Potential Interlock/Conflict Commentary |
|---|---|---|
| Hess Corporation | Energy | No Xylem-related party transactions disclosed since Jan 1, 2024; board reviews outside commitments for conflicts per Corporate Governance Principles. |
| Fluor Corporation | Industrial engineering | No Xylem-related party transactions disclosed since Jan 1, 2024; aligns with Glatch’s technical background. |
| Evoqua (prior) | Water treatment | Historical service ceased upon Xylem acquisition; integration context acknowledged. |
Expertise & Qualifications
- 30+ years senior leadership spanning energy, chemicals, environmental, water, and transportation; deep operational expertise including IT/cybersecurity, sales/marketing, government relations, and sustainability.
- Prior Fluor leadership in government and energy project operations enhances oversight of industrial strategy and risk.
- Current multi-board experience (Hess, Fluor) provides broader governance perspectives; Xylem limits for outside boards: non-executive public company directors may serve on no more than four boards, with case-by-case conflict/time review.
Equity Ownership
| Date | Total Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Mar 6/7, 2024/2025 | 5,963 (Mar 6, 2024) ; 7,608 (Mar 7, 2025) | <1% both periods | As defined under SEC rules; includes any vested but deferred RSUs as applicable. |
| Ownership Guidelines | Directors: 5x annual cash retainer; five-year compliance window; all directors on track as of Mar 7, 2025. | — | Encouraged to retain shares from RSU/PSU vestings until guidelines met. |
| Hedging/Pledging | Prohibited for directors (and officers); insider trading policy in place. | — | Enhances alignment and reduces risk signals. |
Governance Assessment
- Strengths: Independent status; LDCC membership aligns with human capital and pay oversight; strong attendance (>97% average; ≥94% per nominee); robust stock ownership guidelines and prohibition on hedging/pledging; no related-party transactions disclosed for 2024 period. These factors support board effectiveness and investor alignment.
- Potential watch items: Concurrent service on multiple public boards (Xylem, Hess, Fluor) requires time/commitment monitoring; Xylem’s Corporate Governance Principles include explicit limits and case-by-case conflict review, mitigating overboarding risk. No disclosed interlocks or related party exposures with Xylem.
- Compensation alignment: Director pay structure is balanced cash/equity with annual RSUs and a cap; YOY increase in cash retainer brought 2024 total to $270,332, indicating standardized program refresh rather than discretionary changes.
Overall signal: Glatch’s industrial and sustainability background, clean related-party profile, strong attendance, and adherence to ownership/insider policies indicate low governance risk and positive board effectiveness. Continued monitoring of outside board workload remains prudent given policy limits and evolving committee responsibilities.