FLOWSERVE CORP
For the period ended Dec 31, 2025. Filed Apr 2, 2026.
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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
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of
Regulation S-K, we are providing the following information about the relationship between executive “compensation
actually paid” (as calculated under SEC regulations) and certain financial performance of the Company. For further
information concerning the Company’s pay for performance philosophy and how the Company aligns executive
compensation with Company performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
| PEO = Principal Executive Officer NEO = Named Executive Officer · Value of Initial Fixed $100 Investment Based on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable ("SCT")Total forPEO(1) | CompensationActually Paid(CAP) toPEO(2) | Average SCTTotal for Non-PEO NEOs(3) | Average CAPto Non-PEONEOs(4) | TotalShareholderReturn("TSR")(5) | Peer GroupTSR(6) | Net Income($M)(7) | AdjustedOperatingIncome(8) |
| 2025 | $10,914,232 | $19,310,009 | $2,375,551 | $3,509,485 | $208.76 | $189.03 | $346 | $700 |
| 2024 | $10,599,087 | $25,781,556 | $2,554,994 | $4,916,881 | $170.49 | $158.48 | $283 | $514 |
| 2023 | $10,583,487 | $15,439,805 | $2,392,478 | $2,962,426 | $120.16 | $135.11 | $187 | $463 |
| 2022 | $8,702,893 | $6,339,788 | $2,028,865 | $1,628,059 | $87.51 | $114.42 | $189 | $200 |
| 2021 | $12,478,106 | $8,468,743 | $2,420,811 | $1,933,079 | $84.90 | $121.10 | $126 | $284 |
(1)The dollar amounts reported are the amounts in the “Total” column of the Summary Compensation Table in each applicable year.
(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 amount of compensation earned by or paid during the applicable year. In accordance with SEC
rules, the following adjustments were made to the Summary Compensation total compensation to determine the compensation actually paid
for 2025:
| Year | ReportedTotal for PEO | Reported Value ofEquity Awards(a) | Equity AwardAdjustments(b) | Reported Value ofChange in Pension(c) | Change in PensionAdjustments(d) | CAP to PEO |
|---|---|---|---|---|---|---|
| 2025 | $10,914,232 | $(7,245,114) | $15,640,891 | $(227,101) | $227,101 | $19,310,009 |
(a)The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary
Compensation Table for the applicable year.
(b)The valuation assumptions used to determine fair values as of each applicable year-end or vesting date did not materially differ from
those used to determine fair value at the time of grant. The amounts deducted or added in calculating the equity award adjustments
are as follows:
| Year | Year End Fair Valueof Equity AwardsGranted in the Year | Year over Year Changein Fair Value ofOutstanding andUnvested Equity AwardsGranted in Prior Years | Change from Prior YearEnd to Vesting Date inFair Value of EquityAwards Granted in PriorYears that Vested in theYear | Total Equity AwardAdjustments |
|---|---|---|---|---|
| 2025 | $8,126,634 | $6,932,676 | $581,581 | $15,640,891 |
(c)The value shown represents the aggregate change in the actuarial present value of accumulated benefits under defined benefit
pension plans as reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column in the
Summary Compensation Table for the applicable year.
(d)The change in pension adjustments for each applicable year reflects the service cost attributable to services rendered during the
(3)The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers ("NEOs") as a
group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for
purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Amy Schwetz, Lamar Duhon, Alice
DeBiasio, Susan Hudson, and Kirk Wilson; (ii) for 2024 and 2023, Amy Schwetz, Lamar Duhon, Kirk Wilson and Susan Hudson; (iii) for
2022 and 2021, Amy Schwetz, Elizabeth Burger, Keith Gillespie, and Tamara Morytko; and (iv) for 2020, Amy Schwetz, Elizabeth Burger,
Keith Gillespie, Lanesha Minnix and John Roueche.
| 2026 PROXY STATEMENT | 61 |
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(4)The dollar amounts reported represent the average amount of “compensation actually paid” to the applicable non-PEO NEOs as a group
(as described in footnote (3), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount
of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the SEC rules, the following
adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid:
| Year | AverageReported SCTTotal fornon-PEO NEOs | AverageReported Valueof EquityAwards(a) | Average EquityAwardAdjustments(b) | AverageReported Valueof Change inPension(c) | Average Changein PensionAdjustments(d) | Average CAP toNon-PEO NEOs |
|---|---|---|---|---|---|---|
| 2025 | $2,375,551 | $(1,112,385) | $2,246,319 | $(65,134) | $65,134 | $3,509,485 |
(a)The average reported value of equity awards represents the average total of the amounts reported in the “Stock Awards” column in the
Summary Compensation Table for the applicable year for non-PEO NEOs.
(b)The amounts deducted or added in calculating the total average equity award adjustments for non-PEO NEOs are as follows:
| Year | Average Year EndFair Value of EquityAwards Granted inthe Year | Year over Year AverageChange in Fair Value ofOutstanding and UnvestedEquity Awards Granted inPrior Years | Change from Prior YearEnd to Vesting Date inFair Value of EquityAwards Granted in PriorYears that Vested in theYear | Total AverageEquity AwardAdjustments |
|---|---|---|---|---|
| 2025 | $1,272,749 | $907,528 | $66,042 | $2,246,319 |
(c)The value shown represents the average aggregate change in the actuarial present value of accumulated benefits under defined
benefit pension plans as reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column in the
Summary Compensation Table for the applicable year for non-PEO NEOs.
(d)The average change in pension adjustments for each applicable year reflects the service cost attributable to services rendered during
the applicable year for non-PEO NEOs.
(5)Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming
dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by
(b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for all rows in the
table is December 31, 2020.
(6)The peer group used for this purpose is the S&P 500 Industrials Index.
(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the
(8)Represents the Company’s Adjusted Operating Income as used in determining incentive compensation payouts under the Company’s
Annual Incentive Plan. For information on how this is calculated from our audited financial statements, see Annex I: Reconciliation of
Reported Results to Non-GAAP Financial Results.
Financial Performance Measures
As described in greater detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation
program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term
and short-term incentive awards are selected with an objective to incentivize our NEOs to increase the value of our
enterprise for our shareholders. The most important financial performance measures used by the Company to link
executive “compensation actually paid” to the Company’s NEOs, for the most recently completed fiscal year, to the
Company’s performance are as follows:
Relative Total Shareholder Return
Adjusted Operating Income
Return on Invested Capital
Free Cash Flow as a % of Adjusted Net Income
| 62 | 2026 PROXY STATEMENT |
Analysis of the Information Presented in the Pay versus Performance Table
As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive
compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several
performance measures to align executive compensation with Company performance, all such Company measures are not
presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term
performance, and therefore does not specifically align the Company’s performance measures with “compensation actually
paid” (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is
providing the following graphical presentations of the relationships between information presented in the Pay versus
Performance table.
Compensation Actually Paid, Cumulative TSR and Cumulative TSR of the Peer Group
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Compensation Actually Paid and Net Income
Compensation Actually Paid and Adjusted Operating Income
| 64 | 2026 PROXY STATEMENT |
CEO PAY RATIO FOR FISCAL YEAR 2025
Pay Ratio
Our CEO to median-compensated employee pay ratio has been calculated in accordance with the applicable rules under
the Dodd-Frank Wall Street Reform and Consumer Protection Act and is a reasonable estimate calculated in a manner
consistent with Item 402(u) of Regulation S-K. Mr. Rowe had 2025 total compensation of$10,914,232, which reflects the
total compensation reported in the “Summary Compensation Table” in this proxy statement. Our median employee’s
annual total compensation for 2025 was$74,349, calculated using the same methodology as used in the calculation of
our CEO’s compensation discussed above. As a result, the annual total compensation for our CEO in 2025 was
approximately 147 times that of our median employee’s annual total compensation.
Identification of Median Employee
In 2025, we identified the median employee by examining the total target cash compensation for all employees who were
employed by the Company or its consolidated subsidiaries on October 1, 2025, excluding our CEO.
Total target cash compensation was calculated by totaling an employee’s annual base salary and target incentive
compensation. We did not make any assumptions, adjustments, or estimates with respect to total target cash
compensation. We used total target cash compensation and excluded annual equity awards for our calculations because
we do not widely distribute annual equity awards to employees.
Annual Total Compensation
After identifying the median employee based on total target cash compensation, we calculated annual total compensation
for such employee using the same methodology we use for our Named Executive Officers as set forth in the
“Summary Compensation Table” in this proxy statement.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that
employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions,
and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices.
As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other
companies have different employee populations and compensation practices and may utilize different methodologies,
exclusions, estimates and assumptions in calculating their own pay ratios.
| 2026 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.