FLOWSERVE CORP
For the period ended Dec 31, 2025. Filed Apr 2, 2026.
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Dec 31, 2025 · Filed Apr 2, 2026
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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. )
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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 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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INVITATION TO 2026 ANNUALMEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
I invite you to join Flowserve’s Annual Meeting of Shareholders on May 14, 2026. More information about our meeting topics and
agenda can be found in this Notice and Proxy Statement.
Elevated Growth
2025 was a remarkable year for Flowserve. We delivered outstanding results, including significant EPS growth of 24 percent, adjusted
EPS 1 growth of 38 percent, and strong operating cash flow for the full year. At the same time, our disciplined execution driven by the
Flowserve Business System enabled us to achieve our long-term margin targets two years ahead of schedule.
Our 3D strategy has made Flowserve more resilient to cyclicality than ever before, supported by consistent and durable bookings in
diverse end markets and expanded aftermarket opportunities. We remain excited about the significant opportunities in nuclear and
traditional power, with notable project awards in these markets, in addition to broadly positive trends in most of the other end markets.
Given our progress to date and positive momentum entering 2026, we are also looking ahead to how we further strengthen Flowserve
for the future. As we drive even greater focus on strategic growth markets, we are confident we will expand on our proven strengths to
drive continued growth increasing shareholder value for years to come.
I’m very proud of our accomplishments in 2025 and pleased with the value we were able to generate for our shareholders.
2025 Highlights include:
| Full year cash from operations of $506 million driven by strong earnings and working capital management, with $365 million of cash returned to shareholders through dividends and share repurchases. | Continued growth in aftermarket bookings, with seven consecutive quarters above $600 million and an increase of 9% in total aftermarket bookings for the year. |
| Raised financial guidance twice throughout 2025 and achieved long-term margin targets two years ahead of plan. | Achieved $400 million in nuclear awards, with our four largest awards for 2025 in global nuclear projects. |
(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 EPS excludes realignment expenses, the impact from other specific discrete and below-the-line foreign currency effects
and utilizes the then-applicable foreign exchange rates and fully diluted shares.
Our Business Strategy
In 2024, we introduced the Flowserve Business System – a comprehensive framework that
defines how we align our processes across the enterprise to deliver sustainable, long-term
success for Flowserve. These five disciplines help our processes drive the desired outcomes
and priorities in the center of the Business System: profitable growth, margin expansion, cycle
resiliency, and customer experience.
People Excellence encompasses the programs that unlock the power of associates to enable
our enterprise strategy, underscored by our commitments to development and leadership.
Operational Excellence has strengthened our core operational capabilities and execution
abilities to differentiate the customer experience. Portfolio Excellence has been fully
embedded across all product business units, with the CORE 80/20 methodology as a key
lever of achieving our long-term margin targets two years early. We have made meaningful
progress integrating Commercial Excellence into the business through training and tools
enablement, and it will prove to be a critical growth enabler within the Business System as we
target sustained bookings and revenue growth. Finally, in 2026, we will broaden Innovation
Excellence beyond product and customer solutions to include internal processes and
functional productivity to support efficiency in delivering solutions to our customers.
We intentionally surround the Flowserve Business System with culture, strategy and execution because a winning company has to be
great at all of them. Our associates fully embraced and applied the Flowserve Business System in 2025, enabling us to achieve
operational and financial targets ahead of schedule. Looking ahead, we will regularly refine impact areas of the Flowserve Business
System to continue its effectiveness in how we run the company.
Shareholder Feedback
We value your input and welcome any feedback you may wish to provide. Upholding your trust remains our highest priority, and we
regularly assess our public disclosures to help ensure that we deliver information relevant to your interests. Prior to the annual meeting,
please sign and return your proxy card to enable your shares to be voted according to your preferences. Alternatively, you may vote
online or by telephone by following the instructions outlined on page 79.
On behalf of our Board of Directors and executive leadership team, we thank you for your ongoing support.
R. Scott Rowe
President, Chief Executive Officer and Director
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NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| When:Thursday, May 14, 2026at 10:00 a.m. CDT | Where:Online athttps://www.virtualshareholdermeeting.com/FLS2026 |
We are pleased to invite you to join our Board of Directors and senior leadership at Flowserve
Corporation’s ("Flowserve" or the “Company”)2026 Annual Meeting of Shareholders (the
“Annual Meeting”). The Annual Meeting will be held online only and will begin at 10:00 a.m.
CDT on May 14, 2026. 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 athttps://www.virtualshareholdermeeting.com/FLS 2026.
| 2026 Proposals | Board Vote Recommendation | Page Reference (for more detail) | ||
| 1 | Elect the 9 directors named in the proxy statement | For | ☑ | Page 12 |
| 2 | Approve, on an advisory basis, the Company’s executive compensation | For | ☑ | Page 65 |
| 3 | Ratify the appointment of PricewaterhouseCoopers as our independent auditor for 2026 | For | ☑ | Page 71 |
| 4 | Shareholder proposal requesting an annual advisory shareholder vote regarding the Company's stock repurchases | Against | ☒ | Page 74 |
Shareholders will also transact any other business that is properly brought before the
Record Date: Shareholders of record of the Company’s common stock, par value$1.25 per
share, at the close of business on March 17, 2026 are entitled to notice of and to vote at the
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 athttps://
www.virtualshareholdermeeting.com/FLS2026, 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
For additional related information, please refer to the disclosure beginning on page 78 in the
enclosed proxy statement. The proxy statement and 2025 annual report to shareholders and
any other proxy materials are available athttps://www.proxyvote.com. The proxy statement
and form of proxy are being first made available to shareholders on April 2, 2026.
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 athttps://www.virtualshareholdermeeting.com/FLS2026.
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:
INTERNETwww.proxyvote.com before May 14, 2026*
BY TELEPHONE(1-800-690-6903)before May 14, 2026*
BY MAILComplete, sign and return your proxy or voting instruction card so that it is received beforeMay 14, 2026*
*Dates presented are for shareholders that hold shares in their own name as a holder of record. For the shares you hold in the Flowserve Corporation Retirement Savings Plan, your votes must be cast before May 12, 2026.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.
| 4 | 2026 PROXY STATEMENT |
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 13)
| JOHN L. GARRISONIndependent ChairmanAge: 65Director since 2018Committees:*Other Public Company Boards: 1 | R. SCOTT ROWEPresident & CEO, FlowserveAge: 55Director since 2017 Committees: NoneOther Public Company Boards: 1 | SUJEET CHANDIndependentAge: 68Director since 2019Committees: lOther Public Company Boards: 2 |
|---|---|---|
| RUBY R. CHANDYIndependentAge: 64Director since 2017Committees:llOther Public Company Boards: 2 | CHERYL H. JOHNSONIndependentAge: 65Director since 2023Committees:llOther Public Company Boards: None | MICHAEL C. MCMURRAYIndependentAge: 61Director since 2018Committees:lOther Public Company Boards: 1 |
| THOMAS B. OKRAYIndependentAge: 63Director since 2023Committees: lOther Public Company Boards: 1 | BRIAN D. SAVOYIndependentAge: 50Director since 2026Committees:llOther Public Company Boards: None | ROSS B. SHUSTERIndependentAge: 60Director since 2025Committees:llOther Public CompanyBoards: None |
*As Chairman of the Board, Mr. Garrison rotates between committee meetings and serves as an alternate committee member for all
committees as needed.
*Mr. Savoy was appointed to the Board on March 16, 2026.
| Chair | l | Technology, Innovation and Risk Committee | l | Corporate Governance and Nominating Committee | |
| l | Audit Committee | l | Organization and Compensation Committee | Veteran Status |
|---|
| 2026 PROXY STATEMENT | 5 |
|---|
Executive Officers
Executive Officers (Page 27)
| Name and Position | Age | Since | Previous Position |
|---|---|---|---|
| R. Scott Rowe President, Chief Executive Officer ("CEO"), and Director | 55 | April 2017 | President — Cameron Group,Schlumberger Ltd. |
| Brian BoukalikSenior Vice President, Chief Human Resources Officer ("CHRO") | 50 | May 2024 | Executive Vice President and Chief Human Resources Officer, Tenneco |
| Alice M. DeBiasioPresident, Flow Control Division | 42 | October 2025 | Vice President, General Manager, Carrier Corporation |
| Susan C. HudsonSenior Vice President, Chief Legal Officer("CLO") and Corporate Secretary | 49 | May 2022 | Flowserve Vice President andChief Compliance Officer |
| Matthew KlopferPresident, Flowserve Pumps Division | 47 | April 2026(1) | Flowserve Vice President, Strategic Business Management |
| Amy B. SchwetzSenior Vice President, Chief FinancialOfficer ("CFO") | 51 | February 2020 | EVP and Chief Financial Officer,Peabody |
| Scott K. VopniVice President, Chief AccountingOfficer ("CAO") | 57 | 6/1/2020(2) | SVP — Finance, Chief AccountingOfficer, Dean Foods Co. |
| Lamar L. DuhonFormer President, Flowserve Pumps Division | 55 | February 2023(3) | Flowserve President, AftermarketServices & Solutions |
(1)Mr. Klopfer was appointed President, Flowserve Pumps Division and will assume the position effective April 11, 2026.
(2)Mr. Vopni will retire effective June 30, 2026.
(3)Mr. Duhon will step down from his role effective April 10, 2026, at which time his employment with the Company will end.
| 6 | 2026 PROXY STATEMENT |
Executive Compensation Highlights (Page 30)
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 2025. The 2025 payout aligned with our robust
shareholder return for the year and was driven by strong execution of the Flowserve Business System and
above-target adjusted operating income.
PAYOUT FOR 2025 ANNUAL INCENTIVE PLAN AWARD
| Adjusted Operating Income(1)50% Weighting | Customer Bookings(2)30% Weighting | Adjusted PWC as % of Sales(1)(3)20% Weighting |
200%
Payout
$701M
$610M
to
$640M
27.5%
$5,098M
19%
Payout
0%
Payout
$4,713M
28.8%
(1)For more information on these performance metrics and how they are calculated, see “2025 Executive Compensation Decisions – Annual
Incentive Plan” beginning on page 39.
(2)Customer bookings is calculated as the weighted average of the payout for the customer bookings for our divisions and is not a sum of the
attained performance of the divisions.
(3)Adjusted Primary Working Capital (“PWC”) as a % of Sales incentivizes efficiency. Lower percentage values indicate higher levels of
performance, reflecting an inverse relationship. The Corporate threshold was 28.0%. Actual performance of 28.8% resulted in no payout.
| 2026 PROXY STATEMENT | 7 |
|---|
Following below target payouts for three performance cycles, 2023 PSUs were earned at 214.8% of target due to
the Company’s disciplined approach to capital allocation and robust shareholder return for the
performance period.
PAYOUTS FOR 2023 PERFORMANCE STOCK UNIT AWARD
2023 - 2025 PSUs Grant Payout
| Consolidated Flowserve Performance Metrics | Weighting | Threshold50% Payout | Target100% Payout | Maximum200% Payout | Attainment | Payout |
|---|---|---|---|---|---|---|
| ROIC(1)2023 | 7.5% | 9.0% | 10.5% | 140.0% | 200.0% | |
| 2024 | 50% | 11.0% | 12.6% | 13.9% | 120.6% | 200.0% |
| 2025 | 13.7% | 16-17% | 19.7% | 115.8% | 177.6% | |
| 3-Year Average ROIC Payout % | 192.5% | |||||
| Threshold50% Payout · Target100% Payout · Maximum200% Payout | ||||||
| Free Cash Flow as a % of Adjusted Net Income(1)2023 | 60.0% | 75.0% | 90.0% | 144.1% | 200.0% | |
| 2024 | 50% | 75.0% | 85.0% | 100.0% | 116.0% | 190.8% |
| 2025 | 80.0% | 90-100% | 110.0% | 110.7% | 152.2% | |
| 3-Year Average Free Cash Flow Payout % | 181.0% | |||||
| Total Payout % (Sum of Weighted Payouts to Each Metric)Payout includes +15% adjustment based on Flowserve’s 3-year rTSR, which ranked at the 90th percentile of the 2023 performance peer group | 214.8% | |||||
12.6%
15.2%
19.1%
108.1%
98.6%
105.2%
(1)For more information on these performance metrics and how they are calculated, see “2025 Executive Compensation Decisions –
2025 Performance Stock Unit (“PSU”) Grant” beginning on page 44.
| 8 | 2026 PROXY STATEMENT |
2025 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 shareho lder 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.
| 2026 PROXY STATEMENT | 9 |
|---|
Engagement with Shareholders
Engagement with Shareholders
Flowserve regularly engages with current and potential shareholders to better understand their views of the Company’s
strategy, performance, and results. We review the results of the annual advisory vote on executive compensation in
making determinations about the structure of Flowserve’s pay program, and whether any changes to the program should
be considered.
In the fall of 2025, we proactively reached out to our top 25 shareholders, representing approximately 63% of our common
shares outstanding to offer them the opportunity to discuss our corporate governance practices with members of
management and to solicit feedback from our shareholders on these topics. The feedback we received was positive and
has been and continues to be carefully considered by management and the Board as we further develop our
compensation practices.
Flowserve, including our CEO and CFO, participated in investor conferences, in-person meetings and video conference
calls in 2025. This combination of meeting venues furthered our active engagement with Flowserve shareholders. We
value the views and perspectives that our shareholders and the financial community provide during these interactions,
and we formally communicate the information and feedback that we obtain to the Board and its Committees on a
regular basis.
We anticipate in 2026 that we will continue to have both in-person and virtual opportunities to continue our shareholder
outreach, which management and the Board find extremely valuable.
| 10 | 2026 PROXY STATEMENT |
TABLE OF CONTENTS
| NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS | 3 |
|---|---|
| PROXY SUMMARY | 4 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 12 |
| Required Vote and Recommendation | 12 |
| Board of Directors — Biographical Information | 13 |
| THE BOARD AND COMMITTEES | 18 |
| Role of the Board; Corporate Governance Matters | 18 |
| Board Operations | 19 |
| Board Composition | 20 |
| Board Committees | 22 |
| Oversight of the Executive Compensation Program | 24 |
| Director Compensation | 25 |
| EXECUTIVE OFFICERS | 27 |
| EXECUTIVE COMPENSATION | 30 |
| Compensation Discussion and Analysis | 30 |
| Executive Summary | 31 |
| Our Guiding Principles | 35 |
| 2025 Executive Compensation Decisions | 39 |
| Other Benefits | 47 |
| Compensation Governance Policies | 50 |
| Accounting Implications of Executive Compensation | 51 |
| Equity Grant Timing | 51 |
| Executive Compensation Program Review and Compensation Risk | 51 |
| Organization and Compensation Committee Report | 52 |
| Summary Compensation Table | 53 |
| 2025 Grants of Plan-Based Awards | 55 |
| Outstanding Equity Awards at Year-End 2025 | 56 |
| 2025 Option Exercises and Stock Vested | 57 |
| 2025 Pension Benefits | 58 |
| 2025 Nonqualified Deferred Compensation Benefits | 58 |
| Quantification of Potential Payments | 59 |
| PAY VERSUS PERFORMANCE | 60 |
|---|---|
| CEO PAY RATIO FOR FISCAL YEAR 2025 | 64 |
| PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 65 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 66 |
| SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS | 67 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 68 |
| EQUITY COMPENSATION PLAN INFORMATION | 69 |
| DELINQUENT SECTION 16(A) REPORTS | 70 |
| PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS OUR INDEPENDENT AUDITOR FOR 2026 | 71 |
| OTHER AUDIT INFORMATION | 72 |
| Relationship with Independent Registered Public Accounting Firm | 72 |
| Audit and Non-Audit Fees and Services | 72 |
| Audit Committee Approval Policy | 72 |
| REPORT OF THE AUDIT COMMITTEE | 73 |
| PROPOSAL FOUR: SHAREHOLDER SAY ON STOCK REPURCHASES | 74 |
| GENERAL VOTING AND MEETING INFORMATION | 77 |
| Frequently Asked Questions About the Annual Meeting & Proxy Materials | 77 |
| ANNEX I: RECONCILIATION OF REPORTED RESULTS TO NON-GAAP FINANCIAL MEASURES | 83 |
| ANNEX II: 2025-2027 PEER PERFORMANCE GROUP | 86 |
| 2026 PROXY STATEMENT | 11 |
|---|
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements about future events and circumstances. Generally speaking,
any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be
identified by the use of forward-looking or conditional words such as “could,” “should,” “can,” “continue,” “estimate,”
“intent,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “project,” “predict,”
“seek,” “confident” and “commit” or similar expressions. In particular, statements regarding our financial position, plans,
strategies, objectives, prospects and expectations regarding our business, future operations, industry and market
conditions are forward-looking statements. They reflect our current expectations, are subject to materials risks,
uncertainties and other factors, many of which are outside of our control, and are not guarantees of performance and we
can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, commitment, or
expectation can or will be achieved, and speak only as of the date of this proxy statement. You should not rely unduly on
forward-looking statements. Our business results are subject to a variety of risks and uncertainties, including those that
are described in our 2025 Annual Report on Form 10-K and elsewhere in our filings with the Securities and Exchange
Commission, any of which could cause actual plans or results to differ materially from those included in any forward-
looking statements. If any of these considerations or risks materialize or intensify, our expectations (or underlying
assumptions) may change and our performance may be adversely affected. Except as required by law, we undertake no
obligation, and disclaim any duty, to publicly update or revise any forward-looking statement or disclose any facts, events
or circumstances that after the date hereof that may affect the accuracy of any forward-looking statement, whether as a
result of new information, future events, changes in our expectations or otherwise.
Standards of measurement and performance made in reference to our environmental, social, governance and other
sustainability plans and goals may be based on evolving protocols and assumptions which may change or be refined.
Website References
Throughout this proxy statement, we identify certain materials that are available in full on our website and refer the reader
to additional information available on our website. The information contained on, implied by or available through our
internet website, or any other website or document referenced herein, is not and shall not be deemed to be incorporated
by reference in this proxy statement.
| 12 | 2026 PROXY STATEMENT |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.