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
Quantification of Potential Payments
The following table sets forth the estimated value of the potential payments to each of the NEOs, other than Mr. Wilson,
assuming the executive’s employment had terminated on December 31,2025, under the scenarios outlined below. The
payments made to Mr. Wilson in connection with his termination of employment on January 9, 2026 are described below.
For the events of termination involving a change in control, we assumed that the change in control also occurred on
December 31,2025. In addition to the payments set forth in the following tables, the NEOs may receive certain payments
upon their termination or a change in control pursuant to our Qualified Pension Plan, SERP, SMRP and SRSP. Previously
vested amounts and contributions made to such plans by each NEO are disclosed in the “2025 Pension Benefits” and the
“2025 Nonqualified Deferred Compensation Benefits” tables above.
| Payout ($) | ||||||
|---|---|---|---|---|---|---|
| Triggering Event | Compensation Component | R. Scott Rowe | Amy B.Schwetz | Lamar L.Duhon | Alice DeBiasio | Susan C.Hudson |
| Death | Life Insurance (1.5x base salary;third party payment, max $1.5 million) | 1,500,000 | 1,200,000 | 952,500 | 825,000 | 787,500 |
| Immediate vesting of outstanding equity awards(2) | 19,513,178 | 5,940,547 | 2,991,323 | 937,532 | 2,269,839 | |
| Total | 21,013,178 | 7,140,547 | 3,943,823 | 1,762,532 | 3,057,339 | |
| Disability | Short-term and long-term disability benefit to age 65 (third party payment) | 2,814,667 | 3,460,667 | 2,373,333 | 5,448,667 | 3,936,000 |
| Immediate vesting of outstanding equity awards(1) | 19,513,178 | 5,940,547 | 2,991,323 | 937,532 | 2,269,839 | |
| Total | 22,327,845 | 9,401,213 | 5,364,656 | 6,386,199 | 6,205,839 | |
| Retirement | Vesting of outstanding equity awards | — | — | — | — | |
| Total | — | — | — | — | ||
| Termination Without Cause by the Company Not in Connection with Change in Control | Termination payment (2x base salary) | 2,500,000 | 1,600,000 | 1,270,000 | 1,100,000 | 1,050,000 |
| Termination payment (target annual incentive award) | 1,625,000 | 800,000 | 476,250 | 385,000 | 367,500 | |
| Vesting of outstanding equity(2) | 4,892,890 | 1,614,557 | 781,510 | 312,479 | 606,405 | |
| Total | 9,017,890 | 4,014,557 | 2,527,760 | 1,797,479 | 2,023,905 | |
| Change in Control—Termination Without Cause by the Company or Constructive Termination | Termination payment (base salary times applicable multiplier) | 3,750,000 | 1,600,000 | 1,270,000 | 1,100,000 | 1,050,000 |
| Termination payment (target annual incentive award times applicable multiplier) | 4,875,000 | 1,600,000 | 952,500 | 770,000 | 735,000 | |
| Immediate vesting of outstanding equity awards(1) | 19,513,178 | 5,940,547 | 2,991,323 | 937,532 | 2,269,839 | |
| Supplemental pension benefit | 887,268 | 247,388 | 152,667 | — | 129,889 | |
| Health & welfare benefit | 64,881 | 42,713 | 39,012 | 40,116 | 3,006 | |
| Excise tax and gross-up payment | — | — | — | — | ||
| Total | 29,090,327 | 9,430,648 | 5,405,502 | 2,847,648 | 4,187,734 | |
(1)For equity awards, these amounts are calculated assuming that the market price per share of the Company’s common stock on the date of
event was equal to the closing price of the Company’s common stock on December 31,2025 ($69.38).
(2)For equity awards, these amounts were calculated using the treatment set forth under the Executive Officer Severance Plan and using the
market price per share of the Company’s common stock on December 31,2025 ($69.38). The treatment of outstanding equity awards upon
a termination of employment without cause not in connection with a change in control is discussed in “2025 Executive Compensation
Decisions—Other Benefits” above.
Mr. Wilson Termination of Employment
Mr. Wilson’s termination of employment on January 9, 2026 constituted a termination without cause as defined in the
Executive Officer Severance Plan. Accordingly, he received: (1) cash severance of $1,050,000 payable over 24 months
following his termination date; (2) $367,500 in respect of his target AIP award for 2026, which will be paid in early 2027,
assuming the Company achieves at least threshold performance for each metric under the 2026 AIP, and (3) continued
vesting of 7,768 RSUs, which were scheduled to vest within 90 days of his termination date, and 5,636 PSUs, which
reflects a pro-rata portion of his target 2024-2026 PSUs, subject to performance conditions.
| 60 | 2026 PROXY STATEMENT |
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