FLOWSERVE CORP

For the period ended May 16, 2025. Filed Apr 2, 2025.

About 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, 2025 · Filed Apr 2, 2025

FLS$80.37+3.0%Stored close · as of Nov 6, 2026

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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, 2024, 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, 2024. 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 “2024 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	1,153,500	897,000	750,000	700,500
Immediate vesting of outstanding equity awards(2)	19,494,393	5,996,554	2,760,835	2,063,071	2,177,169
Total	20,994,393	7,150,054	3,657,835	2,813,071	2,877,669
Disability	Short-term and long-term disability benefit to age 65 (third party payment)	3,034,667	3,688,267	2,598,533	1,749,333	4,152,800
Immediate vesting of outstanding equity awards(2)	19,494,393	5,996,554	2,760,835	2,063,071	2,177,169
Total	22,529,060	9,684,821	5,359,369	3,812,404	6,329,969
Retirement(1)	Vesting of outstanding equity awards	—	—	—	2,063,071	—
Total	—	—	—	2,063,071	—
Termination Without Cause by the Company Not in Connection with Change in Control	Termination payment (2x base salary)	2,400,000	1,538,000	1,196,000	1,000,000	934,000
Termination payment (target annual incentive award)	1,500,000	692,100	418,600	325,000	303,550
Vesting of outstanding equity(3)	4,838,503	1,515,904	635,409	519,909	495,528
Total	8,738,503	3,746,004	2,250,009	1,844,909	1,733,078
Change in Control—Termination Without Cause by the Company or Constructive Termination	Termination payment (base salary times applicable multiplier)	3,600,000	1,538,000	1,196,000	1,000,000	934,000
Termination payment (target annual incentive award times applicable multiplier)	4,500,000	1,384,200	837,200	650,000	607,100
Immediate vesting of outstanding equity awards(2)	19,494,393	5,996,554	2,760,835	2,063,071	2,177,169
Supplemental pension benefit	843,269	227,299	137,750	221,416	113,732
Health & welfare benefit	86,216	53,113	42,622	49,747	8,113
Excise tax and gross-up payment	—	—	—	—	—
Total	28,523,878	9,199,167	4,974,407	3,984,234	3,840,115

(1)	Mr. Wilson was the only Named Executive Officer eligible to retire on December 31, 2024.
(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 31, 2024 ($57.52).
(3)	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 31, 2024 ($57.52). The treatment of outstanding equity awards upon a termination of employment without cause not in connection with a change in control is discussed in “2024 Executive Compensation Decisions—Other Benefits” above.

2025 PROXY STATEMENT	65

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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.