FLOWSERVE CORP
For the period ended May 16, 2025. Filed Apr 2, 2025.
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May 16, 2025 · Filed Apr 2, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Flowserve Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Invitation to 2025 Annual Meeting of Shareholders
Dear Fellow Shareholder:
I invite you to join Flowserve’s Annual Meeting of Shareholders on May 16, 2025. More information about our meeting topics and agenda can be found in this Notice and Proxy Statement.
Extraordinary Growth
2024 was a banner year for Flowserve. We made significant strides toward our 2027 financial targets from the strong results we delivered quarter after quarter. We achieved meaningful growth in bookings, operating margins, EPS and cash flow, all while improving the customer experience. I’m incredibly pleased with the progress that we have made – and the returns we were able to generate for you, our shareholders.
Our 3D Growth Strategy for diversification, decarbonization and digitization continues to prove that it is the right strategic approach for today’s environment. We successfully grew the business year over year across all three focus areas, representing 30% of our total bookings for the year. And we expect that to continue in 2025 as we work to capitalize on the macro trends that are driving worldwide initiatives such as energy transition.
2024 Highlights include:
| Grew revenues (up 5.5%), operating margin (up 240 bps) and adjusted operating margin1 (up 230 bps) and lowered primary working capital as a percentage of sales (improved 80 bps). | Continued to exceed $1 billion in bookings each quarter, ending the year with the 12th consecutive quarter above this target. |
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| Raised financial guidance twice throughout 2024 based on our strong execution and momentum. | Completed our acquisition of MOGAS Industries, significantly strengthening our severe service valve portfolio. |
| (1) | Non-GAAP financial measure; see Annex I to this Proxy Statement for a reconciliation of such measure to the most directly comparable GAAP financial measure. Adjusted operating margin is calculated by dividing adjusted operating income by sales. Adjusted operating income is derived by excluding the adjusted items. |
Our Business Strategy
We created and launched our new Flowserve Business System in 2024 to define how we work together across five critical functional disciplines to deliver excellence in every area of the Company. It also helps us ensure that our processes drive the desired outcomes and priorities in the inner ring: profitable growth; margin expansion; cycle resiliency; and the customer experience.
People Excellenceis centered on employee engagement, talent attraction and retention, and cultivating a winning culture that inspires outstanding work. OurOperational Excellenceprogram is improving delivery times and productivity within our operations.Portfolio Excellenceis in its early stages, but the 80/20 approach we’re taking for product management and portfolio optimization has already started showing promising results as we eliminate the inherent complexity within our portfolio.Commercial Excellencewill roll out in the second half of 2025 and focus on pricing discipline, account management and funnel management. And finally,Innovation Excellencewill play a critical role in differentiating ourselves from our competitors through new product technologies and solutions.
The business system is intentionally wrapped withculture, strategy and executionbecause a winning company has to be great at each one. In 2024, we had all three working together in harmony and it showed in our outstanding results.
Shareholder Feedback
We appreciate hearing from you and welcome your feedback. Maintaining your trust is a top priority, and we continuously review our public disclosures to help ensure we provide the information that matters to you most. Before our annual meeting, please sign and return your proxy card so your shares are voted in accordance with your selections. If you would like to cast your vote online or via phone, follow the instructions on page 83.
On behalf of our Board of Directors and executive leadership team, thank you for your continued support.
R. Scott Rowe
President, Chief Executive Officer and Director
Notice of 2025 Annual Meeting of Shareholders
| When: Friday, May 16, 2025 at 11:30 a.m. CDT | Where: Online at https://www.virtualshareholdermeeting.com/ FLS2025 |
We are pleased to invite you to join our Board of Directors and senior leadership at Flowserve Corporation’s (“Flowserve” or the “Company”) 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held online only and will begin at 11:30 a.m. CDT on May 16, 2025. We will hold the Annual Meeting solely by means of remote communications with no in-person location. You can attend the Annual Meeting and vote online at https://www.virtualshareholdermeeting.com/FLS2025.
| 2025 Proposals | Board Vote Recommendation | Page Reference (for more detail) | ||
| 1 | Elect the 10 directors named in the proxy statement | For | Page 18 | |
| 2 | Approve, on an advisory basis, the Company’s executive compensation | For | Page 71 | |
| 3 | Ratify the appointment of PricewaterhouseCoopers as our independent auditor for 2025 | For | Page 76 | |
| 4 | Shareholder Proposal requesting the elimination of the one-year holding period requirement to call a special shareholder meeting | Against | Page 79 |
Shareholders will also transact any other business that is properly brought before the Annual Meeting.
**Record Date:**Shareholders of record of the Company’s common stock, par value $1.25 per share, at the close of business on March 18, 2025 are entitled to notice of and to vote at the Annual Meeting.
**Attending the Meeting Virtually:**To participate in the Annual Meeting, including to vote or to ask questions during the meeting, you must access the meeting website at https://www.virtualshareholdermeeting.com/FLS2025, and log in using the 16-digit control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If your shares are held in street name and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the https://www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.
For additional related information, please refer to the disclosure beginning on Page 83 in the enclosed proxy statement. The proxy statement and 2024 annual report to shareholders and any other proxy materials are available at https://www.proxyvote.com. The proxy statement and form of proxy are being first made available to shareholders on April 2, 2025.
**Your vote is very important.**Whether or not you plan to attend the Annual Meeting online, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described to the right on this page. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions, except the ratification of the appointment of the independent auditor (Proposal 3). Voting your shares will help to ensure that your interests are represented at the meeting. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote online at https://www.virtualshareholdermeeting.com/FLS2025.
By order of the Board of Directors,
Susan C. Hudson
Senior Vice President, Chief Legal Officer and Corporate Secretary
YOU CAN VOTE BEFORE THE MEETING BY THE FOLLOWING METHODS: INTERNET www.proxyvote.com before May 16, 2025* BY TELEPHONE (1-800-690-6903) before May 16, 2025* BY MAIL Complete, sign and return your proxy or voting instruction card so that it is received before May 16, 2025* *Dates presented are for shareholders that hold shares in their own name as a holder of record. If you are a participant in the Flowserve Corporation Retirement Savings Plan, your votes must be cast before May 14, 2025. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to confirm which voting methods are available to you.
This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find additional information in the proxy statement.
Board Nominees (Page 18)
| R. SCOTT ROWE President & CEO, Flowserve Age: 54 Director since 2017 Committees: None Other Public Company Boards: 1 | SUJEET CHAND Independent Age: 67 Director since 2019 Committees: Other Public Company Boards: 2 | RUBY R. CHANDY Independent Age: 63 Director since 2017 Committees: Other Public Company Boards: 2 |
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| GAYLA J. DELLY Independent Age: 65 Director since 2008 Committees: Other Public Company Boards: 2 | JOHN L. GARRISON Independent Age: 64 Director since 2018 Committees: Other Public Company Boards: 1 | CHERYL H. JOHNSON Independent Age: 64 Director since 2023 Committees: Other Public Company Boards: None |
| MICHAEL C. MCMURRAY Independent Age: 60 Director since 2018 Committees: Other Public Company Boards: None | THOMAS B. OKRAY Independent Age: 62 Director since 2023 Committees: Other Public Company Boards: 1 | ROSS B. SHUSTER Independent Age: 59 Director since N/A Committees: Other Public Company Boards: None |
| (1) | Subject to, and effective upon, his election at the Annual Meeting. |
| Chair | Technology, Risk and Finance Committee | Corporate Governance and Nominating Committee |
| Audit Committee | Organization and Compensation Committee | Veteran Status |
| 4 | 2025 PROXY STATEMENT |
Executive Officers
Executive Officers (Page 34)
| Name and Position | Age | Since | Previous Position |
|---|---|---|---|
| R. Scott Rowe President, Chief Executive Officer (“CEO”), and Director | 54 | April 2017 | President — Cameron Group, Schlumberger Ltd. |
| Brian Boukalik Senior Vice President, Chief Human Resources Officer (“CHRO”) | 49 | May 2024 | Executive Vice President and Chief Human Resources Officer, Tenneco |
| Lamar L. Duhon President, Flowserve Pumps Division | 54 | February 2023 | Flowserve President, Aftermarket Services & Solutions |
| Susan C. Hudson Senior Vice President, Chief Legal Officer (“CLO”) and Corporate Secretary | 48 | May 2022 | Flowserve Vice President and Chief Compliance Officer |
| Amy B. Schwetz Senior Vice President, Chief Financial Officer (“CFO”) | 50 | February 2020 | EVP and Chief Financial Officer, Peabody |
| Scott K. Vopni Vice President, Chief Accounting Officer (“CAO”) | 56 | June 2020 | SVP — Finance, Chief Accounting Officer, Dean Foods Co. |
| Kirk R. Wilson President, Flow Control Division | 58 | July 2019 | Flowserve President, Aftermarket Services & Solutions |
| 2025 PROXY STATEMENT | 5 |
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Executive Compensation Highlights
Executive Compensation Highlights (Page 36)
Compensation Philosophy and Principles
| ATTRACT & RETAIN | Attract and retain high-quality leaders with a passion for driving high performance as well as our Purpose, Values and Behaviors |
| REINFORCE OUR STRATEGY | Align our incentive programs with our vision and business strategy |
| PROVIDE COMPETITIVE AND MARKET-BASED COMPENSATION | Maintain a market-based compensation program that provides a competitive total target compensation opportunity approximating the market median |
| ALIGN PAY WITH PERFORMANCE | Provide incentive programs that reward short- and long-term performance leading to shareholder value without undue risk taking |
| ALIGN PAY WITH SHAREHOLDERS | Ensure a majority of total compensation is tied to performance and/or stock price and thus, is aligned with shareholder interests |
Pay for Performance Alignment
Our annual incentive program paid out above target in 2024, following an above-target payout in 2023 and a below-target payout in 2022. The 2024 payout aligned with our robust shareholder return for the year and was driven by strong performance in both operating income and adjusted primary working capital with slightly below-target total customer bookings.
PAYOUT FOR 2024 ANNUAL INCENTIVE PLAN AWARD
| (1) | For more information on these performance metrics and how they are calculated, see “2024 Executive Compensation Decisions – Annual Incentive Plan” beginning on page 44. |
| 6 | 2025 PROXY STATEMENT |
Executive Compensation Highlights
PSUs have paid out below target for the past three performance cycles.
PAYOUTS FOR 2022 PERFORMANCE STOCK UNIT AWARD
2022 - 2024 PSUs Grant Payout
| Consolidated Flowserve · Threshold · Target · Maximum | ||||
|---|---|---|---|---|
| Performance Metrics · Weighting · 50% Payout · 100% Payout · 200% Payout · Attainment · Payout | ||||
| ROIC(1) | 2022 | 63.0% | 0% | |
| 2023 | 50% | 140.0% | 200% | |
| 2024 | 120.0% | 200% | ||
| 3-Year Average ROIC Payout % | 133.3% | |||
| Threshold | Low Target | High Target | Maximum | |
|---|---|---|---|---|
| 50% Payout | 100% Payout | 100% Payout | 200% Payout | |
| 3Y Free Cash Flow as a % of Adjusted Net Income(1) | 50% | 0% | 0% | |
| Total Payout % (Sum of Weighted Payouts to Each Metric) Payout includes +15% adjustment based on Flowserve’s 3-year relative Total Shareholder Return (rTSR) ranked at the 81st percentile of the peer group | 76.7% | |||
| (1) | For more information on these performance metrics and how they are calculated, see “2024 Executive Compensation Decisions - Annual Incentive Plan” beginning on page 44. |
2024 Executive Total Compensation Mix
The majority of the total target compensation provided to our Named Executive Officers is ‘at risk’ and aligned with our compensation philosophy and principals to drive shareholder value creation.
| CEO Target Compensation Mix | Other NEO Average Target Compensation Mix |
|---|
| * | At risk variable compensation is comprised of the target value of annual cash incentive and stock-based awards, as their value is tied to our performance results against our financial and operational targets, our stock price, or both. |
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| 2025 PROXY STATEMENT | 7 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.