Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers On August 13, 2026, William K. Grogan notified Xylem Inc. (the “Company”) that he will resign as Executive Vice President and Chief Financial Officer effective August 31, 2026, to pursue another professional opportunity. Mr.…
Filed Aug 18, 2026Accepted Aug 18, 2026, 9:03 AM EDTCIK 1524472Accession 0001524472-26-000123
Xylem (XYL) is a Fortune 500 global water solutions company that empowers customers and communities to build a more water-secure world. Our 22,000 employees delivered revenue of $9 billion in 2025, optimizing water and resource management with innovation and expertise. Join us at www.xylem.com and Let’s Solve Water. Xylem uses our Investor Relations website, www.xylem.com/investors, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On August 13, 2026, William K. Grogan notified Xylem Inc. (the “Company”) that he will resign as Executive Vice President and Chief Financial Officer effective August 31, 2026, to pursue another professional opportunity. Mr. Grogan will remain employed by the Company through September 13, 2026 in order to facilitate a smooth and orderly transition.
On August 13, 2026, the Board of Directors of the Company appointed Andrea van der Berg as the Company’s Executive Vice President and Chief Financial Officer to succeed Mr. Grogan, effective September 1, 2026.
Ms. van der Berg, age 43, has served as Senior Vice President, Finance of the Company’s Water Infrastructure segment since January 2025. From August 2024 to January 2025, she served as Vice President, Finance for the Water Infrastructure segment and EU Commercial Team. From May 2022 to August 2024, Ms. van der Berg served as Vice President, Investor Relations. From April 2020 to May 2022, she served as Vice President, Corporate Financial Planning and Analysis.
Prior to joining Xylem, Ms. van der Berg held finance roles at MSCI Inc. from June 2018 to April 2020 and at Honeywell International Inc. from January 2005 to May 2018.
Ms. van der Berg will receive an annual base salary of $675,000, subject to annual adjustment. Ms. van der Berg will be eligible to participate in the Company’s Annual Incentive Plan for the Executive Leadership Team (“AIP”), filed with the Company’s 2025 Annual Report on Form 10-K on February 25, 2026 (“2025 Annual Report”), with a target of 80% of her annual base salary. The actual AIP payout will be based on 2026 performance results and prorated to reflect the period during which the incentive targets for her previous role and the new CFO role were in effect. Ms. van der Berg will continue to be eligible to participate in the Company’s Long-Term Incentive Plan (“LTIP”) with a new target award of $1,750,000. In 2026, Ms. van der Berg will receive a one-time LTIP award with a grant date value of $787,500, representing the prorated difference between the LTIP target in her previous role and the new LTIP target in the Chief Financial Officer role, to be granted on or about September 1, 2026. This award will be provided as performance share units (50%), restricted stock units (25%) and stock options (25%) on terms consistent with the 2026 annual LTIP awards provided to other senior executives of the Company under the grant agreements filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed on April 28, 2026.
Ms. van der Berg will participate in the Xylem Senior Executive Severance Plan and the Xylem Special Senior Executive Severance Plan, each as filed with the 2025 Annual Report. Each plan provides for the payment of severance benefits to certain senior executives upon involuntary termination in specified circumstances. Ms. van der Berg will also receive repatriation benefits based on standard benefits available to Company employees on global mobility assignment.
There are no current or proposed related person transactions involving Ms. van der Berg or her immediate family members that would require disclosure pursuant to Item 404(a) of Regulation S-K. There is no family relationship between Ms. van der Berg and any of the Company’s directors or executive officers and there are no arrangements or understandings with other persons pursuant to which Ms. van der Berg was selected as an officer.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On August 18, 2026, the Company issued a press release announcing the Chief Financial Officer transition and reaffirming the Company's previously issued financial guidance for the third quarter and full year 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) xyl08182026ex991.htm
EX-99.1
2
xyl08182026ex991.htm
EX-99.1
Document
Exhibit 99.1
Xylem Inc.
301 Water Street SE
Washington, DC 20003
Tel +1.202.869.9150
Contact: Media Investors
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Press Office Michael Travers
+1 (978) 704-5149 +1(724)772-1597
PressOffice@xylem.com Michael. Travers@xylem.com
Xylem Appoints Andrea van der Berg Chief Financial Officer
Washington, DC (August 18, 2026) - Xylem Inc. (NYSE: XYL), a leading global water solutions company, today announced that Andrea van der Berg has been appointed Executive Vice President and Chief Financial Officer, effective September 1, 2026. She will report to President and Chief Executive Officer Matthew Pine and join Xylem’s Executive Leadership Team. Van der Berg succeeds William "Bill" Grogan, who will depart the company to pursue another professional opportunity. Grogan will remain with Xylem through mid September to support a smooth transition.
"Andrea is a proven industrial finance leader whose experience spans business operations, capital allocation, value creati…