Robert Friel
XylemAbout Robert F. Friel
Robert F. Friel is Xylem’s independent Board Chair and long-tenured director, serving since 2012. He is 69 years old and brings deep strategic, financial, tax, and board leadership experience from global technology companies, including roles as CEO and Chairman at PerkinElmer, and senior financial positions at AlliedSignal/Honeywell. He is deemed independent under NYSE standards and presides over executive sessions of the independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PerkinElmer, Inc. | Chairman | 2009–2019 | Led governance and transformation to a global technology leader |
| PerkinElmer, Inc. | President & CEO | 2008–2019 | CEO leadership across strategy, M&A integration, and execution |
| PerkinElmer, Inc. | President, Life & Analytical Sciences; President & COO | Various | Operational leadership and business line oversight |
| PerkinElmer, Inc. | EVP & CFO | Pre-2008 | Oversight of finance, business development, IT |
| AlliedSignal (now Honeywell International) | Global financial executive; VP & Treasurer | ~19 years | Senior finance leadership roles |
Additional note: Identified as a primary architect of PerkinElmer’s transformation into a global technology leader.
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Pharmaceutical Services, Inc. | Director | 2020–present | Current public company directorship (specific committees not disclosed) |
| NuVasive, Inc. | Director | 2016–2023 | Prior public board role (last five years) |
| PerkinElmer, Inc. | Director/Chairman | 2006–2019 | Board leadership as Chairman 2009–2019 |
Board Governance
- Role: Independent Board Chair; presides over executive sessions at all six Board meetings held in 2024.
- Independence: The Board has determined Mr. Friel is independent; 8 of 9 nominees are independent; overall 2024 attendance >97%.
- Committee assignments: Member, Leadership Development & Compensation Committee (LDCC); LDCC held five meetings in 2024 and oversees CEO/NEO compensation, succession, human capital, and director pay recommendations.
- Attendance and engagement: Six Board meetings and 15 committee meetings were held in 2024; each director nominee attended 94% or more of applicable meetings; executive sessions held at all Board meetings.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $175,000 | Annual cash retainer plus independent Board Chair cash retainer (program cash retainer $105,000; Board Chair cash retainer $70,000) |
| All Other Compensation (2024) | $5,132 | Includes group life insurance and Xylem Watermark matching contributions; Mr. Friel’s matching contribution was $5,000 |
| Program Limits | $750,000 | Total annual compensation cap for non-employee directors |
Director pay is solely cash and equity, with at least 50% in equity; independent Board Chair receives additional cash and RSUs. Excess meeting fees: $2,000 in-person; $1,000 telephonic.
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | May 16, 2024 | 1,156 | Calculated at $142.68 per unit | Vest the day before the next annual meeting | All directors received this grant; Mr. Friel elected to defer |
| RSUs (Independent Board Chair Additional) | May 16, 2024 | 491 | Included in total stock awards ($235,000) | Vest the day before the next annual meeting | Additional RSUs for Board Chair role; vest timing per program |
| Total Stock Awards (2024) | May 16, 2024 | 1,647 | $235,000 | Vest the day before the next annual meeting | Grant date fair value per ASC 718 using $142.68 close price |
- Deferred compensation elections: Mr. Friel elected to defer his 2024 RSU grant; directors may defer up to 100% of cash retainers and RSU settlements under the Deferred Compensation Plan.
- Options: No stock options outstanding for non-employee directors.
Other Directorships & Interlocks
| Company | Sector | Relationship to XYL | Notes |
|---|---|---|---|
| West Pharmaceutical Services, Inc. | Healthcare/Medical devices | No related-party transactions disclosed | Current public company directorship |
| NuVasive, Inc. | Medical devices | No related-party transactions disclosed | Prior five-year period directorship |
- Related-party transactions: None requiring disclosure since January 1, 2024.
- Outside board limits: Directors who are not public company executives may serve on up to four public boards including XYL; new affiliations reviewed for conflicts/time commitments.
Expertise & Qualifications
- Former CEO and Chairman; extensive strategic, financial, tax, and board leadership; experience integrating strategic transactions.
- Expertise in leadership development, risk management, corporate governance, and executive compensation.
Equity Ownership
| Metric | Value | As-of/Notes |
|---|---|---|
| Total Shares Beneficially Owned | 32,461 | As of March 7, 2025; includes vested but deferred RSUs |
| Percentage of Class | <1% | Based on 243,322,974 shares outstanding |
| Unvested RSUs Outstanding | 1,647 | 2024–2025 director grant (includes Chair RSUs) |
| Vested but Deferred RSUs | 10,539 | Deferred under Director plan |
| Stock Ownership Guidelines | 5x annual cash retainer for directors | Applies to all directors |
| Guideline Compliance | Met or on track for all directors | As of March 7, 2025 |
| Hedging/Pledging | Prohibited | Insider Trading policy prohibits hedging, shorting, and pledging |
Governance Assessment
- Independence and leadership: Independent Board Chair with robust engagement (executive sessions at all meetings); Board independence at 90%. Positive for board effectiveness and oversight.
- Attendance and engagement: High engagement with six Board and 15 committee meetings; each nominee ≥94% attendance; supports confidence in oversight quality.
- Committee role: LDCC membership aligns with executive compensation oversight, succession planning, and human capital; LDCC concluded no compensation-related risks reasonably likely to have a material adverse effect in 2024.
- Director pay structure: Balanced cash/equity mix; transparent limits and ownership guidelines; additional Board Chair RSUs/cash retainer properly disclosed.
- Ownership alignment: Meaningful beneficial ownership with deferred RSUs and compliance with 5x retainer guideline; prohibition on hedging/pledging lowers misalignment risk.
- Shareholder signals: 2024 Say-on-Pay support of 82.7% indicates broad support of compensation design and governance practices.
- Related-party risk: No related-party transactions requiring disclosure since Jan 1, 2024.
- Section 16 compliance: Company reports compliance for 2024 with noted exceptions not including Mr. Friel.
Red Flags
- None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; director compensation appears within program limits and aligned with governance principles.
Notes on time commitments: Board policy limits outside public boards and requires careful review of new affiliations for conflicts/time demands; Mr. Friel currently serves on one other public company board (West Pharmaceutical).