Victoria Harker
XylemAbout Victoria D. Harker
Victoria D. Harker, age 60, has served on Xylem’s Board since 2011 and is an independent director. She sits on the Audit Committee and the Nominating & Governance Committee and is designated an “audit committee financial expert.” Her background includes recent CFO roles at TEGNA (2015–Dec 2023; retired March 2024), CFO at Gannett (2012–2015), CFO and President of Global Business Services at AES (from 2006 until 2012), and prior senior finance roles at MCI/WorldCom, bringing deep expertise in governance, strategic transactions, cybersecurity, risk management, capital allocation, audit and compliance. She also serves on the boards of Philip Morris International (since 2024) and Huntington Ingalls Industries (since 2012).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TEGNA, Inc. | EVP & Chief Financial Officer | Jun 2015–Dec 2023 (retired Mar 2024) | CFO of media company; led finance during spin-off from Gannett; digital transformation experience |
| Gannett Co. | Chief Financial Officer | Jul 2012–Jun 2015 | Corporate finance leadership for large media company |
| The AES Corporation | CFO and President, Global Business Services | 2006–2012 | Finance and shared services leadership at multinational power generation/utility company |
| MCI / WorldCom | Acting CFO & Treasurer; CFO of MCI Group | Pre-2006 | Senior finance leadership during restructuring/transitions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Philip Morris International | Director | 2024–present | Current public company directorship |
| Huntington Ingalls Industries | Director | 2012–present | Current public company directorship |
| Stride, Inc. | Director | 2020–2022 | Prior public board (last five years) |
| American University (Trustee; Kogod Advisory Council) | Trustee/Advisor | Not specified | Non-profit/academic governance roles |
| University of Virginia (Board of Visitors; advisory boards) | Trustee/Advisor | 2012–2016; ongoing advisory boards | Non-profit/academic governance roles |
Board Governance
- Independence status: The Board determined all nominees (other than the CEO) are independent; Harker is independent.
- Committees and expertise:
- Audit Committee member; Audit met 7 times in 2024; Harker is designated an “audit committee financial expert.”
- Nominating & Governance Committee member; N&G met 3 times in 2024.
- Attendance and engagement: In 2024, the Board held 6 meetings and committees held 15; average attendance exceeded 97%, and each director nominee attended 94% or more of Board and applicable committee meetings; all directors standing for re-election attended the 2024 Annual Meeting.
- Board effectiveness and assessments: Annual Board/committee assessments (self-assessment or third‑party facilitated) conducted by the Nominating & Governance Committee.
Fixed Compensation (Director Program and Actual 2024)
- Program Structure (non-employee directors): Annual cash retainer $105,000; annual equity award RSUs $165,000; excess meeting fees $2,000 (in-person) / $1,000 (telephonic); chair retainers: Audit $25,000; LDCC $20,000; other committees $15,000; Independent Board Chair receives $140,000 ($70,000 cash; $70,000 RSUs). No changes were made in 2024 based on the 2023 review.
| 2024 Director Compensation (USD) | Cash Fees | Stock Awards | All Other | Total |
|---|---|---|---|---|
| Victoria D. Harker | 111,250 | 165,000 | 5,498 | 281,748 |
Notes:
- All directors received an annual equity grant of 1,156 RSUs on May 16, 2024 (grant-date price $142.68). The Independent Board Chair received an additional 491 RSUs.
- “All Other” includes group life insurance premium and Watermark matching contributions (Harker: $5,366 in Watermark matching included within “All Other”).
Performance Compensation
- Structure: Director equity is time-based RSUs, granted on the annual meeting date and vest the day before the next annual meeting; no stock options are outstanding for directors; no performance-conditioned awards for directors.
| RSU Grant Detail (2024) | Grant Date | RSUs Granted | Grant-Date Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual Director RSU | May 16, 2024 | 1,156 | $142.68 | $165,000 | Vests day before next annual meeting |
Other Directorships & Interlocks
| Company | Industry | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Philip Morris International | Tobacco | Director (2024–present) | No related‑party transactions involving Harker disclosed by Xylem since Jan 1, 2024. |
| Huntington Ingalls Industries | Defense/Shipbuilding | Director (2012–present) | No related‑party transactions involving Harker disclosed by Xylem since Jan 1, 2024. |
- Related Party: Xylem reports no related party transactions requiring disclosure since Jan 1, 2024; directors must notify the N&G Chair/Corporate Secretary of potential related party transactions for committee review.
Expertise & Qualifications
- Recent CFO experience and public company board service; skills include governance, strategic and transformative transactions, cybersecurity, operations, risk management, capital allocation, audit and compliance.
- Audit Committee Financial Expert designation under SEC rules.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 17,919 shares; <1% of outstanding (base 243,322,974 shares). |
| Unvested RSUs outstanding (Dec 31, 2024) | 1,156 unvested director RSUs for 2024–2025 service year. |
| Vested but deferred RSUs | None shown for Harker (blank in “Outstanding Other Deferred Shares”). |
| Stock ownership guidelines | Directors: 5x annual cash retainer; directors/executives have met or are on track to timely meet requirements. |
| Hedging/pledging policy | Prohibited for directors, officers and employees. |
Governance Assessment
- Board effectiveness and independence: Harker is an independent director with long-standing tenure and deep CFO experience; she strengthens the Board’s financial oversight as an audit committee financial expert. The Board reports strong attendance (>97% average; each nominee ≥94%) and regular executive sessions, supporting effective oversight.
- Committee contributions: As an Audit and N&G Committee member, Harker contributes to financial reporting oversight, internal controls, auditor oversight, cybersecurity, and board composition/governance processes.
- Ownership alignment and incentives: Director compensation is balanced between cash and time-based RSUs, with robust stock ownership guidelines (5x retainer) and prohibitions on hedging/pledging; Harker beneficially owns 17,919 shares and holds standard director RSUs, aligning interests with shareholders.
- Conflicts and red flags: No related party transactions disclosed for the period; no options outstanding or repricing; insider trading policy is robust, and 2024 Section 16 compliance issues were limited to other individuals (not Harker).
- Overboarding/engagement: Harker serves on three public company boards (including Xylem, PMI, HII). Xylem reports high attendance for nominees, mitigating overboarding concerns from an engagement standpoint.
RED FLAGS: None disclosed specific to Harker (no related party transactions; no hedging/pledging; strong attendance). Monitor multi‑board service for time commitments, though current attendance data indicates high engagement.