FLOWSERVE CORP
For the period ended May 16, 2024. Filed Apr 2, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 2, 2024
Contents
Quantification of Potential Payments
The following table sets forth the estimated value of the potential payments to each of the Named Executive Officers, assuming the executive’s employment had terminated on December 31, 2023, under the scenarios outlined below.
For the events of termination involving a change in control, we assumed that the change in control also occurred on December 31, 2023. In addition to the payments set forth in the following tables, the Named Executive Officers may receive certain payments upon their termination or a change in control pursuant to our Qualified Pension Plan, SERP and SMRP. Previously vested amounts and contributions made to such plans by each Named Executive Officer are disclosed in the “2023 Pension Benefits” table.
| Payout ($) | ||||||
|---|---|---|---|---|---|---|
| Triggering Event | Compensation Component | R. Scott Rowe | Amy B. Schwetz | Lamar L. Duhon | Kirk R. Wilson | Susan C. Hudson |
| Death | Life Insurance (1.5x base salary; third party payment, max $1.5) | 1,500,000 | 1,119,000 | 862,500 | 696,000 | 636,000 |
| Immediate vesting of outstanding equity awards(2) | 17,659,261 | 4,897,492 | 1,550,947 | 1,780,251 | 1,250,752 | |
| Total | 19,159,261 | 6,016,492 | 2,413,447 | 2,476,251 | 1,886,752 | |
| Disability | Short-term and long-term disability benefit to age 65 (third party payment) | 3,280,000 | 3,918,400 | 3,070,000 | 2,225,600 | 4,609,600 |
| Immediate vesting of outstanding equity awards(2) | 17,659,261 | 4,897,492 | 1,550,947 | 1,780,251 | 1,250,752 | |
| Total | 20,939,261 | 8,815,892 | 4,620,947 | 4,005,851 | 5,860,352 | |
| Retirement(1) | Vesting of outstanding equity awards(3) | — | — | — | 1,545,368 | — |
| Total | — | — | — | 1,545,368 | — | |
| Termination Without Cause by the Company Not in Connection with Change in Control | Termination payment (2x base salary) | 2,400,000 | 1,492,000 | 1,150,000 | 928,000 | 848,000 |
| Target annual incentive award | 1,500,000 | 596,800 | 402,500 | 301,600 | 275,600 | |
| Vesting of outstanding equity(4) | 2,432,644 | 363,966 | 277,789 | 255,981 | 217,443 | |
| Cash payment in lieu of vesting of RSU | 4,210,252 | 303,450 | — | 348,793 | 44,107 | |
| Total | 10,542,896 | 2,756,216 | 1,830,289 | 1,834,374 | 1,385,151 | |
| Change in Control — Termination Without Cause by the Company or Constructive Termination | Termination payment (base salary times applicable multiplier) | 3,600,000 | 1,492,000 | 1,150,000 | 928,000 | 848,000 |
| Termination payment (target annual incentive award times applicable multiplier) | 4,500,000 | 1,193,600 | 805,000 | 603,200 | 551,200 | |
| Immediate vesting of outstanding equity awards(2) | 17,659,261 | 4,897,492 | 1,550,947 | 1,780,251 | 1,250,752 | |
| Supplemental pension benefit | 1,010,440 | 293,969 | 192,318 | 272,713 | 259,584 | |
| Health & welfare benefit | 92,318 | 79,670 | 63,933 | 74,620 | 12,170 | |
| Total | 26,862,019 | 7,956,731 | 3,762,198 | 3,658,784 | 2,921,706 | |
| (1) | Mr. Wilson was the only Named Executive Officer eligible to retire on December 31, 2023. |
| (2) | For equity awards, these amounts are calculated assuming that the market price per share of the Company’s common stock on the date of event was equal to the closing price of the Company’s common stock on December 29, 2023 ($41.22). |
| (3) | Mr. Wilson’s special, one-time outstanding restricted stock award from 2021 would not vest upon his retirement from the Company which accounts for the difference between the retirement and disability payouts for Mr. Wilson. |
| (4) | For equity awards, these amounts were calculated using the treatment set forth under the Officer Severance Plan and using the market price per share of the Company’s common stock on December 29, 2023 ($41.22). The treatment of outstanding equity awards upon a termination of employment without cause not in connection with a change in control is discussed in “2023 Executive Compensation Decisions—Other Benefits” above. |
| 2024 PROXY STATEMENT | 63 |
|---|
Back to Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.