TechnipFMC plc
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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.
Dec 31, 2025 · Filed Mar 19, 2026
Contents
Pay Versus Performance
| Table of Contents | Executive Compensation Discussion and Analysis |
Pay Versus Performance
Pay Versus Performance Table
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021, and our financial performance for each such fiscal year. The amounts represented under “Compensation Actually Paid” were computed in accordance with SEC rules.
| Year · SummaryCompensationTable Totalfor PEO1($) · CompensationActually Paidto PEO1, 2($) · AverageSummaryCompensationTable Total forNon-PEO NEOs1($) · AverageCompensationActually Paidto Non-PEONEOs1, 2($) · Value of Initial Fixed $100Investment Based on: · Net Income (Loss)($) · AdjustedEBITDAMargin4(%) | ||||||||
|---|---|---|---|---|---|---|---|---|
| FTI TSR($) · OSX TSR3($) | ||||||||
| 2025 | 17,816,188 | 56,504,567 | 3,676,081 | 9,406,349 | 649.17 | 181.72 | 963,806,049 | 18.5% |
| 2024 | 16,548,588 | 56,454,474 | 3,629,856 | 9,057,360 | 187.54 | 101.68 | 842,854,782 | 15.2% |
| 2023 | 17,062,495 | 62,631,037 | 3,219,687 | 6,970,872 | 145.16 | 114.47 | 56,130,479 | 12.0% |
| 2022 | 14,774,294 | 52,760,476 | 2,989,375 | 7,539,426 | 55.67 | 61.53 | (107,307,795) | 10.0% |
| 2021 | 21,933,683 | 15,255,127 | 3,203,031 | 1,562,750 | 23.73 | 31.25 | 13,344,828 | 8.8% |
(1)The Company’s principal executive officer (“PEO”) is our CEO, Mr. Pferdehirt. The Non-PEO NEOs referenced in the table above are indicated in the table below for each fiscal year:
| Year | PEO | Non-PEO NEOs |
| 2025 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, and Thierry Conti |
| 2024 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, and Thierry Conti |
| 2023 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, Victoria Lazar, and Thierry Conti |
| 2022 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, and Victoria Lazar |
| 2021 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, Barry Glickman, and Maryann Mannen |
(2)The dollar amounts reported represent the amount of “Compensation Actually Paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our PEO or other NEOs during the applicable year. Amounts include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year, and (iii) certain pension-related costs. The increase in “Compensation Actually Paid” from 2021 to 2025 was primarily driven by increases in the fair value of performance-based equity awards, reflecting the Company’s sustained share price appreciation over the period (from $5.92 at December 31, 2021 to $44.56 at December 31, 2025).
(3)For the relevant fiscal year, represents the cumulative TSR of the OSX index for the applicable five-year period as set forth in our Annual Report on Form 10-K for each respective year.
(4)Adjusted EBITDA Margin represents earnings before net interest expense, income taxes, depreciation, and amortization, excluding charges, credits, and foreign exchange as a percentage of revenue. Adjusted EBITDA Margin is a non-GAAP measure. Please refer to “Appendix A — Reconciliation of Non-GAAP Measures” in this Proxy Statement for reconciliations of non-GAAP measures to their most comparable GAAP measures.
| Proxy Statement 2026 | TechnipFMC | 77 |
|---|
| Executive Compensation Discussion and Analysis | Table of Contents |
To calculate the “Compensation Actually Paid” in the table above, the following amounts were deducted or added (as applicable) to our NEO’s “Total” compensation reported in the Summary Compensation Table (“SCT”) for the applicable fiscal year:
| Year | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT for Applicable FY | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | Increase for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | Change in the Actuarial Present Values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT for Applicable FY | Total Adjustments |
|---|---|---|---|---|---|---|
| PEO | ||||||
| 2025 | (12,361,640) | 23,311,084 | 21,707,129 | 6,031,805 | — | 38,688,378 |
| Average non-PEO NEOs | ||||||
| 2025 | (1,836,675) | 3,463,528 | 3,233,076 | 885,744 | (15,404) | 5,730,269 |
Pay Versus Performance Tabular List
We believe the following performance measures represent the most important financial performance measures used by us to link “Compensation Actually Paid” to our NEOs for the fiscal year ended December 31, 2025:
a. Adjusted EBITDA Margin;
b. Free cash flow;
c. Relative TSR; and
d. ROIC.
Narrative Disclosure to Pay Versus Performance Table
Relationship between Financial Performance Measures
The graphs and narrative below illustrate a comparison of the “Compensation Actually Paid” to our PEO and the average of the “Compensation Actually Paid” to our remaining NEOs, with our cumulative TSR, OSX TSR, Adjusted EBITDA Margin, and net income for the fiscal years ended on December 31, 2021, 2022, 2023, 2024, and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested.
Total Shareholder Return
| 78 | TechnipFMC | Proxy Statement 2026 |
| Table of Contents | Executive Compensation Discussion and Analysis |
Adjusted EBITDA Margin
Net Income
The Company’s net income decreased from 2021 to 2022, while our NEO’s “Compensation Actually Paid” increased over the same period. Net income increased at a higher rate from 2022 to 2023 than the average increase in our NEO’s “Compensation Actually Paid.” The correlation between “Compensation Actually Paid” and net income is overshadowed by the impact of changes in our stock price on “Compensation Actually Paid”, as the calculation of the value of “Compensation Actually Paid” is more directly tied to stock price, and we do not directly use net income to determine compensation levels or long-term incentive plan payouts. Net income is not a measure that is directly used in evaluating “Compensation Actually Paid.”
We believe that the exclusion of certain charges and credits from net income enable a more effective evaluation of our results and operations period-over-period.
| Proxy Statement 2026 | TechnipFMC | 79 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.