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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

FLS$80.37+3.0%Stored close · as of Nov 6, 2026
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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 $100 Investment Based on:
YearSummaryCompensationTable ("SCT")Total forPEO(1)CompensationActually Paid(CAP) toPEO(2)Average SCTTotal for Non-PEO NEOs(3)Average CAPto Non-PEONEOs(4)TotalShareholderReturn("TSR")(5)Peer GroupTSR(6)Net Income($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:

YearReportedTotal for PEOReported 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:

YearYear End Fair Valueof Equity AwardsGranted in the YearYear over Year Changein Fair Value ofOutstanding andUnvested Equity AwardsGranted in Prior YearsChange from Prior YearEnd to Vesting Date inFair Value of EquityAwards Granted in PriorYears that Vested in theYearTotal 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 STATEMENT61

(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:

YearAverageReported SCTTotal fornon-PEO NEOsAverageReported 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:

YearAverage Year EndFair Value of EquityAwards Granted inthe YearYear over Year AverageChange in Fair Value ofOutstanding and UnvestedEquity Awards Granted inPrior YearsChange from Prior YearEnd to Vesting Date inFair Value of EquityAwards Granted in PriorYears that Vested in theYearTotal 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

622026 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

2026 PROXY STATEMENT63

Compensation Actually Paid and Net Income

Compensation Actually Paid and Adjusted Operating Income

642026 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 STATEMENT65
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