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FLOWSERVE CORP

For the period ended Dec 31, 2025. Filed Apr 2, 2026.

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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.

Dec 31, 2025 · Filed Apr 2, 2026

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

Board Composition

What We Look for in Directors

The identification and evaluation of director candidates begins with the Guidelines, which establish the criteria for Board

membership. As a starting point under the Guidelines, all prospective Board members must, for example, adhere to the

highest standards of integrity and ethics, exercise diligent and constructive oversight of the Company’s business, risk

profile and strategy, demonstrate relevant and successful career experience, display a global business perspective, and

possess the time to responsibly perform all director duties and effectively represent the interests of the shareholders. In

addition, we believe that Board members should have varied professional expertise in areas relevant to the Company, for

the purposes of promoting a robust mix of backgrounds among the Board. In this regard, our director nominees bring a

wide array of qualifications, skills and attributes to our Board that support its oversight role on behalf of the shareholders.

The table on page 12 summarizes some of the key qualifications and areas of experience that we currently consider to be

important for our director candidates.

The Board also periodically reviews the tenure of each Board member, at least on an annual basis. We strive to maintain

an appropriate balance of age and tenure on the Board with a mix of directors who have a long and deep understanding

of our business and directors who bring new and fresh skills, perspectives and experience to the Board. In line with this

philosophy, since 2022 we have added four new directors to our Board.

Director Recruitment Process

The CG&N Committee considers various potential director candidates who may come to the attention of the CG&N

Committee through current Board members, professional search firms, shareholders or other persons. The CG&N

Committee generally retains a national executive-recruiting firm to research, screen and contact potential candidates

regarding their interest in serving on the Board, although the CG&N Committee may also use less formal recruiting

methods. All identified candidates, including shareholder-recommended candidates, are evaluated by the CG&N

Committee using the same methods and criteria, although those methods and criteria may vary from time to time

depending on the CG&N Committee’s assessment of the Company’s needs and current situation. The CG&N

Committee’s selection of candidates is based on a consideration of the business experience and other criteria discussed

above, in the context of the Board’s composition as a whole.

Director Evaluation Process

We believe that a robust Board evaluation and feedback process helps to promote the effectiveness of our Board and

Committees and encourages our Board members, individually and collectively, to continually improve in their roles and

responsibilities. Our Board evaluation process is led by an independent member of the Board, the Chair of the CG&N

Committee, who engages independent external advisors each year to assist in compiling the results of the evaluations

submitted by the members of the Board and to provide additional perspective on effectively responding to the evaluations

and feedback received.

Our annual evaluation process typically begins with a self-assessment in which each independent member of the Board

provides a performance rating for a series of questions in several key categories, including the structure, process and

resources of the Board, effectiveness of the Committees of the Board, and management of the Company. The self-

evaluation concludes with several open-ended questions in order to encourage directors to freely discuss their own

performance, priorities for the upcoming year, and any other comments that the director deems important.

The independent directors also complete a peer evaluation of the other independent directors every two to three years

(other than the Chairman, who is evaluated separately), which solicits feedback on how each director adds value to the

Board and its Committees, what each director could do to increase effectiveness, and any other commentary that is

deemed pertinent.

2026 PROXY STATEMENT21

The independent directors also complete a Chairman evaluation to provide feedback on the performance and

contributions of the Chairman of the Board every year. The Chairman evaluation asks independent directors to rate the

Chairman’s performance in key areas and provides an opportunity to provide open feedback on the performance of the

Chairman of the Board.

The independent directors also complete an evaluation of our Chief Executive Officer’s performance every year. While our

Chief Executive Officer is a member of the Board, his evaluation is focused on his performance as a member of

management and not as a member of the Board. These evaluations are utilized in assessing the CEO’s performance and

setting his compensation on a yearly basis.

Once the evaluations were complete for 2025, the results were compiled by an independent external advisor,

anonymized, and provided to the CG&N Chair, who then discussed the results of the process with the CG&N Committee,

and the full Board, at their February meeting and were considered by the CG&N Committee and the Board when setting

CEO compensation and engaging in director development, strategy, and governance.

Director Independence

The Guidelines provide that all members of the Board (other than our CEO) should be independent under applicable law

and the New York Stock Exchange (“NYSE”) listing standards, as well as under the independence standards further

established by the Board within the Guidelines. Upon the recommendation of the CG&N Committee, the Board makes an

affirmative determination regarding the independence of each director annually after reviewing pertinent facts and

circumstances and taking into consideration all applicable laws, regulations, the NYSE listing standards and the

categorical independence standards set forth in the Guidelines, which are consistent with the NYSE listing standards. In

doing so, the Board considers relationships involving directors and their immediate family members and relies on

information derived from the Company’s records, questionnaires, and other inquiries. In addition to meeting the NYSE

standards of independence and the categorical standards set forth in the Guidelines, a director qualifies as “independent”

under the Guidelines only if the Board affirmatively determines that the director has no direct or indirect material

relationship (whether commercial, industrial, banking, consulting, accounting, legal, charitable or familial, excluding their

present directorship) with the Company or any of its consolidated subsidiaries, either director, or as a partner, shareholder

or officer of an organization that has a relationship with the Company.

Based on its review, the Board has determined that each of John L. Garrison, Sujeet Chand, Ruby R. Chandy,

Gayla J. Delly, Cheryl H. Johnson, Michael C. McMurray, Thomas B. Okray, Brian D. Savoy, Ross B. Shuster, and

Kenneth I. Siegel (all of our current directors other than R. Scott Rowe, who is not independent because of his

employment as the Company’s President and Chief Executive Officer) meet the independence standards set forth in the

NYSE listing standards and the categorical standards set forth in the Guidelines. In addition, the Board previously

determined that each of Carlyn R. Taylor, who served as a director until February 6, 2025, and David E. Roberts, who

served as a director until our 2025 Annual Meeting, met the independence standards set forth in the NYSE listing

standards and the categorical standards set forth in the Guidelines during the time they served on the Board.

Our independence standards are included in the Guidelines, which are available on the Company’s website at

https://ir.flowserve.com under the “Corporate Governance—Documents & Charters” caption.

How Shareholders Can Recommend a Candidate

A shareholder desiring to recommend a candidate for election to the Board should submit a written notice that includes

the information required by the Company’s By-Laws, including the candidate’s name and qualifications, to our Corporate

Secretary, who will refer the recommendation to the CG&N Committee. The CG&N Committee may require any

shareholder-recommended candidate to furnish such other information as may reasonably be required to determine the

eligibility of such recommended candidate or to assist in evaluating the recommended candidate, including a Director and

Officer Questionnaire.

Under the proxy access provisions of our By-Laws, eligible shareholders and/or shareholder groups also are permitted to

include shareholder-nominated director candidates in our proxy materials. Additional details about the requirements for

including shareholder-nominated director candidates in our proxy materials are set forth under “General Voting and

Meeting Information—Shareholder Proposals and Nominations” below.

222026 PROXY STATEMENT
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.