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