DEF 14A of TechnipFMC plc
Filed Mar 15, 2024 · FY20230001140361-24-013498
Contents
| Douglas J. Pferdehirt Chair and CEO Age: 60 Committees: None | |
Contents
| Eleazar de Carvalho Filho Independent Age: 66 Committees: ESG (Chair) | |
Contents
| John O’Leary Independent Age: 68 Committees: Compensation and Talent (Chair) | |
Contents
| Kay G. Priestly Independent Age: 68 Committees: Audit (Chair) | |
Contents
| Sophie Zurquiyah Independent Age: 57 Committees: Audit | |
Contents
| Claire S. Farley Lead Independent Director Age: 65 Committees: Compensation and Talent | |
Contents
| Robert G. Gwin Independent Age: 60 Committees: Audit | |
Contents
| Margareth Øvrum Independent Age: 65 Committees: ESG | |
Contents
| John Yearwood Independent Age: 64 Committees: Compensation and Talent, ESG | |
Our Executive Compensation Philosophy
| What We Do: | | What We Don’t Do: | | | | Pay for performance by aligning performance measures with our strategy and shareholder interests | | Single-trigger vesting upon a change-in-control | | | Ensure the majority of NEO compensation is performance-based, “at-risk” compensation | | Guaranteed bonuses | | | Maintain a clawback policy in the event of erroneously awarded incentive based compensation resulting from a financial restatement, malfeasance, or fraud | | Uncapped incentives | | | Require robust share ownership by executives and directors | | Tax gross-ups on any severance payments | | | Engage an independent, external compensation consultant | | Excessive perquisites, benefits, or pension payments | | | Benchmark compensation against relevant industry peer groups | | Discounting, reloading, or repricing of stock options | | | Cap performance share unit (“PSU”) payout at target when relative total shareholder return (“TSR”) exceeds peers’ TSR, but absolute TSR is negative | | Hedging and pledging of Company securities |
Our Executive Compensation Philosophy
Environmental, Social, and Governance Our Environmental, Social, and Governance (“ESG”) decisions are founded on the principles that guide our Company, including our Core Values and Foundational Beliefs. The actions we take in furtherance of our ESG objectives support our intention to act as responsible corporate citizens and drive our ambitions to be more sustainable as we deliver on our strategic goals consistent with our long-term value creation. Beginning in 2017, we have realized these ambitions through measures that seek to hold us accountable. In 2020, we established an ESG scorecard with extensive goals (the “Scorecard”) measured over 2021-2023, with clear, verifiable metrics designed to drive long-term behavior. This Scorecard measured our progress toward specific, measurable ESG goals relevant to our business in relation to the planet, people, and communities in which we operate. We will maintain the same Scorecard approach for the period 2024–2026, as we believe this approach drives meaningful change and holds us accountable for delivering on our commitments. We have adopted new, measurable ESG goals that account for the progress we achieved in our 2021–2023 Scorecard and various stakeholder interests. A snapshot of our ESG achievements reflected in the 2021–2023 Scorecard and ESG ambitions reflected in the 2024–2026 Scorecard are set forth below. Our ESG Scorecard While the Scorecard measures specific achievements in ESG initiatives, our activities are neither limited to those that are measured on our Scorecard, nor to actions and monitoring required by law.
Skills, Experience, and Attributes
Skills, Experience, and Attributes
Skills, Experience, and Attributes
| Skills, Experience, and Attributes | | Pferdehirt | Farley | Carvalho Filho | Gwin | O'Leary | Øvrum | Priestly | Yearwood | Zurquiyah | | | Public Company Perspective | • | • | • | • | • | • | • | • | • | | | Executive/Board Experience | • | • | • | • | • | • | • | • | • | | | Oil & Gas Industry | • | • | • | • | • | • | • | • | • | | | International Experience/Geographic Diversity | • | • | • | • | • | • | • | • | • | | | Strategy, M&A, and Risk Management | • | • | • | • | • | • | • | • | • | | | Governance/Legal | • | • | • | • | • | • | • | • | • | | | Executive Compensation | • | • | | • | • | | • | • | • | | | Sustainability/Emerging Technologies | • | | • | | • | • | | • | • | | | Finance/Accounting Expertise | • | • | • | • | | | • | • | • | | | Cybersecurity | • | • | • | • | • | • | • | | • | | | Environmental | • | • | • | • | • | • | | • | • | | | Independent Director | | • | • | • | • | • | • | • | • | | | Other Public Company Boards | 0 | 2 | 3 | 1 | 0 | 3 | 1 | 2 | 1 | | Committee Membership | | | | | | | | | | | | Audit(1) | | | | | • | | | Chair | | • | | Compensation and Talent | | | • | | | Chair | | | • | | | ESG | | | | Chair | | | • | | • | | | Demographic Background | | | | | | | | | | | | Age (Years) | | 60 | 65 | 66 | 60 | 68 | 65 | 68 | 64 | 57 | | Board Tenure (Years) | | 7 | 7 | 7 | 1 | 7 | 3 | 7 | 4 | 3 | | Gender Diversity (Female or Male) | | M | F | M | M | M | F | F | M | F |
Skills, Experience, and Attributes
| (1) All members of the Audit Committee are “audit committee financial experts” as defined by the applicable rules of the SEC. |
Skills, Experience, and Attributes
| Proxy Statement 2024 | TechnipFMC 15 |
Skills, Experience, and Attributes
Each of the director nominees has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board, if elected. Each director nominee elected at the Annual Meeting will serve for a one-year term expiring at the 2025 Annual Meeting or until the earliest to occur of (i) his or her successor is elected and qualified, or (ii) his or her earlier death, retirement, resignation, or removal in accordance with our Articles of Association (the “Articles”). Director Nominees Our Board is composed of a diverse group of leaders in their respective fields, each qualified to make unique and substantial contributions to our Board. The Board and its ESG Committee believe each of the director nominees brings skills, experience, perspective, and the diversity necessary and appropriate to effectively oversee the Company’s strategic direction and represent the best interests of the Company’s shareholders.
Skills, Experience, and Attributes
| Douglas J. Pferdehirt Chair and CEO Age: 60 Director Since: 2017 Legacy Director Since: 2016(1) Committees: None | Career Highlights | | | | | Mr. Pferdehirt has served as our CEO since the merger of FMC Technologies, Inc. and Technip S.A. and as our Chair since May 1, 2019. | | | | He was previously President and Chief Executive Officer of FMC Technologies from 2016 to 2017 and Chief Operating Officer from 2012 to 2016. | | | | Prior to joining FMC Technologies in 2012, he spent 26 years at Schlumberger Limited in a succession of executive leadership positions. | | | Key Skills and Qualifications | | | | | Strong executive leadership skills, including experience as Chief Executive Officer of TechnipFMC and FMC Technologies | | | | Deep knowledge of the Company’s strategy, markets, technology, and operations | | | | Extensive energy industry experience and client relationships | | | | Financial, risk management, strategy, and M&A expertise | | | | Commitment to our ESG responsibilities | | | | Thorough understanding of the different cultural, political, and regulatory requirements in countries where the Company has a significant presence | | | | Valuable link between the Company’s management and the Board that aids the Board in performing its oversight role | | | Other Public Company Directorships | | | | | Current: None | | | | Formerly Held in Past Five Years: None |
Skills, Experience, and Attributes
| (1) Mr. Pferdehirt previously served on the board of directors of FMC Technologies, Inc. before it merged with Technip S.A. in 2017. |
Skills, Experience, and Attributes
| 16 TechnipFMC | Proxy Statement 2024 |
Skills, Experience, and Attributes
| Claire S. Farley Lead Independent Director Age: 65 Director Since: 2017 Legacy Director Since: 2009(1) Committees: Compensation and Talent | Career Highlights | | | | | Ms. Farley was a partner at KKR Management, LLC, a global investment firm from 2013 until her retirement in 2016, and subsequently served as Senior Advisor from 2016 to 2022 and Vice Chair of the Energy business from 2016 to 2021. | | | | She began her affiliation with KKR in September 2010 as a co-founder of RPM Energy, LLC, a privately owned oil and gas exploration and development company, which partnered with KKR. | | | | Prior to founding RPM Energy, Ms. Farley was an Advisory Director at Jefferies Randall & Dewey, a global oil and gas industry advisor, and was Co-President of Jefferies Randall & Dewey from February 2005 to July 2008. | | | | Prior to that, Ms. Farley served as Chief Executive Officer of Randall & Dewey, an oil and gas asset transaction advisory firm, from September 2002 until February 2005, when Randall and Dewey became the Oil and Gas Investment Banking Group of Jefferies & Company. | | | | Ms. Farley has extensive oil and gas exploration expertise, holding several positions within Texaco from 1981 to 1999, including President of Worldwide Exploration and New Ventures, President of North American Production, and Chief Executive Officer of Hydro-Texaco, Inc. | | | | Ms. Farley also served as Chief Executive Officer of Intelligent Diagnostics Corporation from October 1999 to January 2001 and Trade-Ranger Inc. from January 2001 to May 2002. | | | Key Skills and Qualifications | | | | | Executive management experience, including as chief executive officer of several major organizations | | | | Oil and gas exploration and production experience | | | | Financial, strategy, and M&A expertise | | | | Experience as a board member of public and private companies with international operations | | | Other Public Company Directorships | | | | | Current: LyondellBasell Industries N.V. and Crescent Energy | | | | Formerly Held in Past Five Years: Anadarko Petroleum Corporation |
Skills, Experience, and Attributes
| (1) Ms. Farley previously served on the board of directors of FMC Technologies, Inc. before it merged with Technip S.A. in 2017. |
Skills, Experience, and Attributes
| Proxy Statement 2024 | TechnipFMC 17 |
Skills, Experience, and Attributes
| Eleazar de Carvalho Filho Independent Age: 66 Director Since: 2017 Legacy Director Since: 2010(1) Committees: ESG (Chair) | Career Highlights | | | | | Mr. Carvalho Filho has been a Founding Partner of Virtus BR Partners Assessoria Corporativa Ltda. since May 2009 and is also a Founding Partner of Sinfonia Consultoria Financeira e Participações Ltda. since August 2012, both of which are financial advisory and consulting firms. | | | | He served as Chief Executive Officer and Managing Partner of Unibanco Investment Bank, a Brazilian investment bank, from April 2008 to March 2009. | | | | Mr. Carvalho Filho was a consultant for BHP Billiton Metais SA, a global natural resources company, from 2006 to 2011. | | | | He was a Founding Partner of Iposeira Capital Ltda., established in 2003, as well as STK Capital Gestora de Recursos Ltda., established in 2010, which are independent advisory and asset management companies. | | | Key Skills and Qualifications | | | | | Executive management experience, including as chief executive officer and founding/ managing partner of international investment organizations | | | | Financial, strategy, risk management, and M&A expertise | | | | Commitment to our quality, health, safety, environmental, and social responsibility | | | | International investment experience | | | | Experience as a board member of public and private companies with international operations | | | | Contribution to the Board in a way that enhances perspective through diversity in geographic origin and experience | | | | Experience in Brazil, one of TechnipFMC’s principal markets | | | Other Public Company Directorships | | | | | Current: Brookfield Renewable Corporation, Oi S.A., and Companhia Brasileira de Distribuicão (Grupo Pão de Açúcar) | | | | Formerly Held in Past Five Years: Brookfield Renewable Partners L.P. and Cnova N.V., an affiliate of Companhia Brasileira de Distribuicão |
Skills, Experience, and Attributes
| (1) Mr. Carvalho Filho previously served on the board of directors of FMC Technologies, Inc. before it merged with Technip S.A. in 2017. |
Skills, Experience, and Attributes
| 18 TechnipFMC | Proxy Statement 2024 |
Skills, Experience, and Attributes
| Robert G. Gwin Independent Age: 60 Director Since: 2023 Committees: Audit | Career Highlights | | | | | Robert G. Gwin was President of Anadarko Petroleum Corporation, one of the world’s largest independent oil and natural gas exploration and production companies, until August of 2019 when the company was purchased by Occidental Petroleum Corporation, and previously served as Executive Vice President, Finance and Chief Financial Officer of Anadarko from 2009 to 2018. | | | | Mr. Gwin served as founding President and CEO of Western Gas Partners, LP from 2007 to 2010, as well as chairman of the boards of both Western Gas Partners, LP and its general partner Western Gas Equity Partners, LP from 2009 to 2018, and as a director of both entities from 2007 to 2019. | | | Key Skills and Qualifications | | | | | Significant management and operational experience as an executive of a major oil and gas company with international operations | | | | Strategy and operational expertise, including sustainability and technology experience | | | | Financial, risk management, and M&A expertise | | | | Experience as a board member of public and private companies with international operations | | | Other Public Company Directorships | | | | | Current: Crescent Energy Company | | | | Formerly Held in the Past Five Years: Pembina Pipeline Corporation, Enable Midstream Partners, LP, and Western Gas Partners, LP, and its general partner, Western Gas Equity Partners, LP |
Skills, Experience, and Attributes
| Proxy Statement 2024 | TechnipFMC 19 |
Skills, Experience, and Attributes
| John O’Leary Independent Age: 68 Director Since: 2017 Legacy Director Since: 2007(1) Committees: Compensation and Talent (Chair) | Career Highlights | | | | | Mr. O’Leary has served as Chief Executive Officer of Strand Energy, a Dubai-based company specializing in business development in the oil and gas industry, since January 2007. | | | | From 2004 to 2006, he was a partner in Pareto Offshore ASA, a Norwegian consulting firm in the exploration and production sector. | | | | From 1997 to 2004, Mr. O’Leary served in various roles, most recently as President, for Pride International, Inc., a company specializing in onshore and offshore drilling, which acquired his former company, Forasol-Foramer N.V. | | | | He previously served as Vice Chair for Marketing for Forasol-Foramer from 1990 to 1998, and, prior to that, served as Development and Partnerships Manager from 1985 to 1989. | | | | He began his career as a trader in the Irish National Petroleum Corporation before joining Total S.A. as a drilling engineer in 1980. | | | Key Skills and Qualifications | | | | | Significant industry and leadership experience gained as an executive in international oil and gas companies | | | | Strategy, risk management, and M&A expertise | | | | Experience as a board member of public and private companies with international operations | | | | International experience in countries where the Company has a significant presence | | | Other Public Company Directorships | | | | | Current: None | | | | Formerly Held in the Past Five Years: None |
Skills, Experience, and Attributes
| (1) Mr. O’Leary previously served on the board of directors of Technip S.A. before it merged with FMC Technologies, Inc. in 2017. |
Skills, Experience, and Attributes
| 20 TechnipFMC | Proxy Statement 2024 |
Skills, Experience, and Attributes
| Margareth Øvrum Independent Age: 65 Director Since: 2020 Committees: ESG | Career Highlights | | | | | Ms. Øvrum has more than 39 years of experience at Equinor (formerly Statoil), a Norwegian energy company, where she served as Executive Vice President of Equinor ASA, Development and Production Brazil, until her retirement in December 2020. | | | | Ms. Øvrum held a succession of leadership positions at Equinor, including President, Equinor Brazil, from 2018 to 2020; Executive Vice President of Technology, Projects, and Drilling from 2011 to 2018; Executive Vice President of Technology and New Energy for Statoil Hydro, from 2007 to 2011; Executive Vice President of Technology and Projects, from 2004 to 2007; and Executive Vice President of Health, Safety, and the Environment, during 2004. | | | | She has also held numerous management and operations positions, including Senior Vice President, Operations Support, Exploration and Production, Norway from 2000 to 2003; Senior Vice President, Operations, Veslefrikk, from 1996 to 1999; Offshore Installation Manager from 1993 to 1996; Production and Maintenance Superintendent from 1991 to 1993; Department Head, Operations Technology from 1989 to 1991; Section Head, Maintenance and Activity Planning from 1988 to 1989; and Strategic Analysis, Production and Maintenance, from 1982 to 1987. | | | | Ms. Øvrum began her career at Equinor in 1982 in Strategic Analysis, and in 1993, became the first female and the youngest platform manager of the company’s Gulfaks field in the North Sea. | | | Key Skills and Qualifications | | | | | Significant management, technology, and operational experience as an executive of a major oil and gas company with international operations | | | | Strategy and operational expertise, including sustainability and technology experience | | | | Experience as a board member of public and private companies with international operations | | | | Extensive experience working in Norway and Brazil, countries in which the Company has significant operations | | | | Contribution to the Board in a way that enhances perspective through diversity in geographic origin, and experience | | | Other Public Company Directorships | | | | | Current: FMC Corporation, Harbour Energy plc, and Transocean Ltd. | | | | Formerly Held in the Past Five Years: Alfa Laval AB |
Skills, Experience, and Attributes
| Proxy Statement 2024 | TechnipFMC 21 |
Skills, Experience, and Attributes
| Kay G. Priestly Independent Age: 68 Director Since: 2017 Legacy Director Since: 2015(1) Committees: Audit (Chair) | Career Highlights | | | | | Ms. Priestly served as Chief Executive Officer of Turquoise Hill Resources Ltd., an international mining company focused on copper, gold, and coal in the Asia Pacific region, from May 2012 until her retirement in December 2014. | | | | She previously served as Chief Financial Officer of Rio Tinto Copper (a division of the Rio Tinto Group – Rio Tinto plc and Rio Tinto Limited), a global metal and mining corporation, from 2008 until her appointment as Chief Executive Officer of Turquoise Hill Resources in 2012. | | | | From 2006 to 2008, she was Vice President, Finance, and Chief Financial Officer of Rio Tinto’s Kennecott Utah Copper operations. | | | | Ms. Priestly served as Vice President, Risk Management, and General Auditor for Entergy Corporation, an integrated energy company engaged primarily in electric power production and retail distribution operations, from 2004 to 2006. | | | | Ms. Priestly began her career with global professional services firm Arthur Andersen, where she progressed from staff accountant to partner, holding various management and leadership positions, including serving on the global executive team as Global Managing Partner – People. During her 24 years with Arthur Andersen, she provided tax, consulting, and M&A services to global companies across many industries, including energy, mining, manufacturing, and services. | | | Key Skills and Qualifications | | | | | Executive management experience as a chief executive officer and senior officer of major organizations with international operations | | | | Financial, strategy, risk management, and M&A expertise | | | | Extensive consulting experience | | | | Experience in a variety of industries that provides diversity of perspective | | | | Thorough understanding of different cultural, political, and regulatory requirements through her extensive energy and mining experience, including in countries where the Company has a significant presence | | | Other Public Company Directorships | | | | | Current: SSR Mining Inc. | | | | Formerly Held in Past Five Years: Stericycle, Inc. |
Skills, Experience, and Attributes
| (1) Ms. Priestly previously served on the board of directors of FMC Technologies, Inc. before it merged with Technip S.A. in 2017. |
Skills, Experience, and Attributes
| 22 TechnipFMC | Proxy Statement 2024 |
Skills, Experience, and Attributes
| John Yearwood Independent Age: 64 Director Since: 2019 Committees: Compensation and Talent, ESG | Career Highlights | | | | | Mr. Yearwood served as President, Chief Executive Officer, and Chief Operating Officer of Smith International, Inc., a Houston-based company specializing in the provision of services and the manufacturing of products used by the drilling industry from 2009 until August 2010, when the company merged with Schlumberger Limited. | | | | Prior to joining Smith International, Inc., he spent more than 26 years at Schlumberger Limited in a succession of executive leadership positions, including President of North and South America Oilfield Services from 2004 to 2006; Vice President, Finance, WesternGeco and OFS Controller from 2000 to 2004; and Vice President, Marketing from 1999 to 2000. | | | | He began his career serving in numerous management and technical positions for Schlumberger Limited and Dowell Schlumberger, a joint venture with Dow Chemical. | | | Key Skills and Qualifications | | | | | Significant executive management experience as an executive of a major oil and gas company with international operations | | | | Experience as a board member of public and private companies with international operations | | | | Technology, strategy, governance, and M&A expertise | | | | Oil and gas exploration and production experience | | | | International experience in countries where the Company has a significant presence | | | | Diversity in geographic origin that enhances the Board’s perspective | | | Other Public Company Directorships | | | | | Current: Nabors Industries Ltd. and Vast Renewables Limited | | | | Formerly Held in Past Five Years: Nabors Energy Transition Corp, an affiliate of Nabors Industries Ltd., which merged with Vast Renewables Limited |
Skills, Experience, and Attributes
| Proxy Statement 2024 | TechnipFMC 23 |
Skills, Experience, and Attributes
| Sophie Zurquiyah Independent Age: 57 Director Since: 2021 Committees: Audit | Career Highlights | | | | | Ms. Zurquiyah has been Chief Executive Officer of CGG S.A. (“CGG”), a global geoscience technology leader, since April 2018. Ms. Zurquiyah has held a succession of leadership positions at CGG, including as Senior Executive Vice President in charge of the Geology, Geophysics, and Reservoir segment. | | | | Ms. Zurquiyah joined Schlumberger Limited in 1991 as an interpretation engineer and geophysicist and held successively senior positions before joining CGG in 2013. She served as Schlumberger Limited’s Vice President of Technology Sustaining from August 2012 to January 2013, as well as its President, Data and Consulting Services, from May 2009 to July 2012. Prior to this, she was Schlumberger Limited’s Chief Information Officer from January 2007 to April 2009. | | | Key Skills and Qualifications | | | | | Executive management experience, including as Chief Executive Officer of CGG | | | | Financial, technology, sustainability, and oil and gas drilling expertise | | | | Experience as a board member of public companies with international operations | | | | Contribution to the Board in a way that enhances perspective through diversity in geographic origin and experience | | | Other Public Company Directorships | | | | | Current: CGG S.A. | | | | Formerly Held in Past Five Years: Safran S.A. |
Skills, Experience, and Attributes
| 24 TechnipFMC | Proxy Statement 2024 |
Skills, Experience, and Attributes
The Board believes that the purpose of corporate governance is to facilitate effective oversight and management of the Company to maximize shareholder value in a manner consistent with our vision statement, purpose, Core Values, Foundational Beliefs, Code of Business Conduct, and all applicable legal requirements. The Board provides accountability, objectivity, perspective, judgment, and, in some cases, specific industry or technical knowledge or experience. In carrying out its responsibilities to our shareholders, the fundamental role of the Board is to ensure continuity of leadership; the implementation, understanding, and pursuit of a sound strategy for the success of our Company; and the availability of financial and management resources and the implementation of control systems to carry out that strategy. Governance Guidelines and Key Board Practices Our Corporate Governance Guidelines (“Governance Guidelines”) contain general principles and practices regarding the function of the Board and its committees. The Governance Guidelines establish a framework to guide the Board in its oversight responsibilities in a manner that is independent of management and aligned with the interests of our shareholders. The Board reviews these governance practices, the laws of England and Wales under which we are incorporated, the rules and listing standards of the NYSE, and the regulations of the SEC, as well as best practices recognized by governance authorities, to benchmark the standards under which it operates.
Independence Determination
| Key Non-executive Director Compensation Practices | | | | TechnipFMC uses an independent consulting firm, FW Cook, to recommend changes in compensation for non-executive directors, based on market and peer competitiveness and program strategy trends in non-executive director compensation. | | | Changes to our director compensation program are reviewed and approved by our Compensation and Talent Committee, comprising independent directors, and must be ratified by our full Board. | | | Our Directors’ Remuneration Policy provides for an annual cap on total remuneration. | | | Each non-executive director is subject to a share ownership requirement of 5x the annual cash retainer. |
Components of Non-executive Director Compensation
Components of Non-executive Director Compensation The following table describes the components of the Company’s non-executive director compensation program for 2023.
Components of Non-executive Director Compensation
| Compensation Element | Compensation | | Annual Cash Retainer | $100,000 | | Annual Equity Grant | $175,000 in RSUs, vesting after one year of service and settled in Ordinary Shares on a date elected by the non-executive director that is either (a) after a period of one to ten years from the grant date or (b) upon their separation from Board service. The elections are made prior to the beginning of the grant year and are irrevocable after December 31 of the year prior to grant. | | Annual Chair Fee(1) | $25,000 for Audit Committee $20,000 for Compensation and Talent Committee $15,000 for ESG Committee | | Annual Lead Independent Director Fee | $50,000 | | Committee Meeting Fee | $2,500 per committee meeting | | Other Benefits | Reimbursement of travel and other related expenses incurred in connection with attending Board and committee meetings Assistance with the annual individual U.K. tax return |
Components of Non-executive Director Compensation
| (1) Upon recommendation by FW Cook, our Board approved a $5,000 increase to chair fees, effective in 2023, in line with market trends. |
Components of Non-executive Director Compensation
| 38 TechnipFMC | Proxy Statement 2024 |
Non-executive Director Compensation Table
Non-executive Director Compensation Table The following table details the total compensation for our non-executive directors for the year ended December 31, 2023. Our Chair and CEO, Mr. Pferdehirt did not receive any additional compensation for his service as a director.
Members of the Board of Directors
| | Fees Earned or Paid in Cash ($) | | | | | | Name | Annual Cash Retainer ($) | Additional Fees ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Eleazar de Carvalho Filho | 100,000 | 17,500 | 175,000 | 2,226 | 294,726 | | Claire S. Farley | 100,000 | 57,500 | 175,000 | — | 332,500 | | Robert Gwin(4) | 100,000 | 7,500 | 189,569 | — | 297,069 | | Peter Mellbye(5) | 50,000 | 12,500 | — | 2,226 | 64,726 | | John O'Leary | 100,000 | 30,000 | 175,000 | 2,226 | 307,226 | | Margareth Øvrum | 100,000 | 10,000 | 175,000 | 2,226 | 287,226 | | Kay G. Priestly | 100,000 | 35,000 | 175,000 | 2,226 | 312,226 | | John Yearwood | 100,000 | 20,000 | 175,000 | 2,226 | 297,226 | | Sophie Zurquiyah | 100,000 | 10,000 | 175,000 | 2,480 | 287,480 |
Members of the Board of Directors
| (2) RSU grants were valued using the closing price on the NYSE of the Company’s Ordinary Shares on February 17, 2023 of $14.01 per share, in accordance with the SEC proxy disclosure rules and Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The RSUs are forfeited if a director ceases service on the Board prior to the vesting date of the RSUs, except in the event of death or disability. Unvested RSUs will be settled and are payable in Ordinary Shares upon the death or disability of a director or in the event of a change in control of the Company. The aggregate outstanding RSUs held by each of the Company’s non-executive directors on December 31, 2023 was 736,839 (443,544 of which were vested but not yet settled in Ordinary Shares as of December 31, 2023). Dividend equivalents will accumulate on the RSUs to the extent the Company pays dividends on its Ordinary Shares. |
Members of the Board of Directors
| (4) Mr. Gwin joined the Board of Directors on February 1, 2023. In addition to the annual equity grant of $175,000, he received a prorata award for his service prior to the annual grant date. |
We Outperformed Our Peers and Major Indexes During 2023
We Outperformed Our Peers and Major Indexes During 2023 Our total shareholder return (“TSR”) in 2023 meaningfully outperformed our peer groups and the PHLX Oil Service Sector (“OSX”) index due to the Company’s strong execution and key strategic initiatives outlined above. The graph above compares the cumulative TSR on our Ordinary Shares for the period from December 31, 2022 to December 31, 2023 with our relative TSR Peer Group, our Compensation Peer Group, and the OSX index. The comparison assumes $100 was invested, including reinvestment of dividends, if any, in our Ordinary Shares, relative TSR Peer Group, Compensation Peer Group, and the OSX index on December 31, 2022. Please see the sections entitled “Compensation Peer Group” and “2023 Long-Term Equity Incentive” for lists of the peer companies included in our Compensation Peer Group (defined below) and TSR Peer Group (defined below), respectively. The results shown in the graph above are not necessarily indicative of future performance.
CEO Pay Is Aligned with Performance of TechnipFMC
CEO Pay Is Aligned with Performance of TechnipFMC Realizable Degree of Alignment, or RDA, is a measure used to assess whether CEO realizable pay is aligned with TSR relative to a peer group. The graph below shows that our CEO percentile rank among our Compensation Peer Group (as defined in the section entitled “Compensation Decisions” below) is aligned to our performance for the period between our 2021 spin-off through the end of 2023.
Total Target Compensation
| (1) RSUs are included in at-risk pay because their delivered value is based on share price at vesting. |
Annual and Long-Term Incentive Performance Measures
Annual and Long-Term Incentive Performance Measures Our 2023 executive compensation is directly tied to key financial, operational, ESG, and individual measures.
Annual and Long-Term Incentive Performance Measures
| | Total target compensation comprises salary, an annual cash incentive, and long-term equity incentives. |
Annual and Long-Term Incentive Performance Measures
| | Total target compensation is benchmarked relative to relevant peer groups by our independent compensation consultant, FW Cook. |
Annual and Long-Term Incentive Performance Measures
| | The Compensation and Talent Committee references the median of the peer group and considers other factors such as experience, tenure, role criticality, and performance of the incumbent NEO, when making compensation decisions. |
Annual and Long-Term Incentive Performance Measures
| | The 2023 annual cash incentive was based on adjusted EBITDA as a percentage of revenue (25%), free cash flow from operations (25%), ESG Scorecard measures (25%), and individual performance in areas of strategic significance (25%). |
Annual and Long-Term Incentive Performance Measures
| 48 TechnipFMC | Proxy Statement 2024 |
Annual and Long-Term Incentive Performance Measures
| | Payouts for the financial portion are based on quantifiable performance. There is no payout if Company performance is below a minimum level of performance due to our emphasis on paying for performance. Payouts increase with increasing levels of performance, and there is a cap on payout at maximum performance. Performance targets and goals are predetermined, communicated in advance, and disclosed publicly. |
Annual and Long-Term Incentive Performance Measures
| | The ESG Scorecard includes specific, measurable, and challenging goals to reduce our environmental impact, to support the communities where we live and operate, to improve and respect fair representation and inclusion in our Company, to reinforce our health and safety culture, and to reaffirm our commitments to respecting human rights and corporate governance. |
Annual and Long-Term Incentive Performance Measures
| | Payout for the individual performance indicators is based on rigorous, individual goal setting, and year-end evaluation of performance. |
Annual and Long-Term Incentive Performance Measures
| | PSUs comprise the majority of the 2023 long-term equity incentive grant (70%) with payout contingent on relative TSR performance and return on invested capital (“ROIC”), measured over the three-year (2023-2025) performance period. |
Annual and Long-Term Incentive Performance Measures
| | The relative TSR performance measure comprises 50% of the PSU award and is based on equity returns — both share price performance and dividend distributions - relative to an external peer group. There is no payout if Company performance is below a minimum level of performance, and there is a cap on payout at maximum performance. In addition, in the case of negative absolute TSR performance, payouts are capped at target, even if our TSR performance relative to our Relative TSR Peer Group (as defined below) is above target. |
Annual and Long-Term Incentive Performance Measures
| | ROIC comprises 50% of the PSU award and is calculated based on a three-year average net operating profit after tax, divided by three-year average invested capital. This measure assesses our profitability and how effectively the Company uses capital over the three-year performance period to generate income. |
Annual and Long-Term Incentive Performance Measures
| | Performance targets and goals are predetermined, communicated in advance, and disclosed publicly. |
Annual and Long-Term Incentive Performance Measures
| | PSUs vest on the third anniversary of the grant date following the end of the 2023-2025 performance period. |
Annual and Long-Term Incentive Performance Measures
| | The remainder (30%) of the 2023 long-term equity incentive grant is delivered in the form of RSUs and one-third of the shares vest each year over a three-year period. The delivered value of RSUs to NEOs is based on share price performance. |
Annual and Long-Term Incentive Performance Measures
| Proxy Statement 2024 | TechnipFMC 49 |
Annual and Long-Term Incentive Performance Measures
Say-on-Pay and Shareholder Engagement
Annual and Long-Term Incentive Performance Measures
| The Compensation and Talent Committee values our shareholders’ feedback on our executive compensation program as expressed through our regular shareholder engagement actions and the annual “say-on-pay” vote. At our 2023 Annual Meeting, we received 96.5% support for our “say-on-pay” proposal. As part of our regular annual shareholder engagement, we contacted shareholders representing 56% of our outstanding shares and met with shareholders representing 29% of our outstanding shares. A team comprising senior leadership in Investor Relations, Legal, and People & Culture discussed and obtained feedback from shareholders on an important range of topics, including our executive compensation program, measures connected to short-and long-term incentives, and how we recognize performance through pay. Additionally, as requested by one of our major shareholders, one meeting was attended by the Chair of the Compensation and Talent Committee. | 96.5% of 2023 Annual General Meeting Votes Supported Our Say-on-Pay Proposal. | | Shareholder feedback reflected strong support for our current executive compensation program and compensation philosophy. For more information on our broader shareholder engagement efforts, see the section entitled “Corporate Governance – Shareholder Engagement” above. | |
Annual and Long-Term Incentive Performance Measures
| 50 TechnipFMC | Proxy Statement 2024 |
Annual and Long-Term Incentive Performance Measures
Changes to Our Executive Compensation Program in 2023 The Compensation and Talent Committee modified the vesting schedule of our RSU awards from a three-year cliff to a three-year ratable schedule, with RSUs vesting in three equal installments over three years on the anniversary of the grant date. The Compensation and Talent Committee’s decision to use a combination of graded vesting for RSUs and three-year cliff vesting for PSUs ensures a balanced and effective retention strategy for our equity awards. In addition, this modification aligns with market practices of our Compensation Peer Group, as reported by FW Cook. Executive Compensation Practices Our executive compensation practices are designed to drive performance, align with shareholder interests, and support strong governance practices that align with prevalent market standards in executive compensation. These practices are annually reviewed through shareholder engagement, recommendations from our independent compensation consultant, and executive compensation best practices.
Annual and Long-Term Incentive Performance Measures
| What We Do: | | What We Don’t Do: | | | | Pay for performance by aligning performance measures with our strategy and shareholder interests | | Single-trigger vesting upon a change-in-control | | | Ensure the majority of NEO compensation is performance-based, “at-risk” compensation | | Guaranteed bonuses | | | Maintain a clawback policy in the event of erroneously awarded incentive based compensation resulting from a financial restatement, malfeasance, or fraud | | Uncapped incentives | | | Require robust share ownership by executives and directors | | Tax gross-ups on any severance payments | | | Engage an independent, external compensation consultant | | Excessive perquisites, benefits, or pension payments | | | Benchmark compensation against relevant industry peer groups | | Discounting, reloading, or repricing of stock options | | | Cap PSU payout at target when TSR exceeds peers’ TSR, but absolute TSR is negative | | Hedging and pledging of Company securities |
Annual and Long-Term Incentive Performance Measures
| Proxy Statement 2024 | TechnipFMC 51 |
Annual and Long-Term Incentive Performance Measures
Compensation Governance
The Annual Process
| Q1 | Q2-Q3 | Q4 | | Approve compensation decisions and equity awards for directors and officers Approve Company performance achievements for prior year in relation to annual short-term and long-term incentive plans Review and discuss executive compensation strategy, structure, and programs Approve annual compensation disclosures in Company Proxy Statement and U.K. Annual Report and Accounts | Review executive officer share ownership guidelines and compliance Discuss shareholders’ and proxy advisory firms’ feedback and review annual general meeting vote results Determine the Compensation Peer Group | Review internal governance policies (e.g., clawback and insider trading policy) and compliance Approve annual equity budget for non-executives, and review impact on shareholder dilution Review peer compensation practices and executive leadership compensation versus Compensation Peer Group Provide feedback on potential framework for annual and long-term incentive plans for the upcoming fiscal year Review the Company’s strategy related to succession planning for senior leadership roles |
Compensation Peer Group
Compensation Peer Group We compete with energy industry companies, as well as with other industries and professions, for executive-level talent. In making decisions about target compensation levels, the Compensation and Talent Committee reviews data from peer group proxy statements and market survey data. In determining peer groups, the Compensation and Talent Committee evaluates companies with reasonably similar business characteristics, which includes the factors outlined below:
Compensation Peer Group
| | Applicable Industry Focus – Prioritize public companies with energy or engineering and construction elements that trade on major U.S. stock exchanges; |
Compensation Peer Group
| | Relevant Size Range – Companies within a reasonable range of TechnipFMC for revenue, market capitalization, and assets; and |
Compensation Peer Group
| | Business Characteristics – Companies with similar margin profiles, international focus, asset intensity, and sales per full-time employee; prioritize companies that are logistically and technically complex, mature stage businesses, and business-to-business focused. |
Compensation Peer Group
In 2022, the Compensation and Talent Committee conducted its annual review of the compensation peer group and determined that the following companies (“Compensation Peer Group”) continue to constitute the peer group for benchmarking executive compensation decisions for 2023:
Compensation Peer Group
| 2023 Compensation Peer Group | | | AECOM | Jacobs Solutions Inc. | | APA Corporation | KBR, Inc. | | Baker Hughes Company | National Oilwell Varco, Inc. | | ChampionX Corp. | Oceaneering International, Inc. | | Chart Industries, Inc. | Quanta Services, Inc. | | Devon Energy Corporation | SLB | | Dover Corporation | Transocean Ltd. | | Fluor Corporation | Valmont Industries, Inc. | | Halliburton Company | Weatherford International plc |
Use of Compensation Tally Sheets
Use of Compensation Tally Sheets The Compensation and Talent Committee uses tally sheets to ensure they receive the information necessary to evaluate the total compensation of an NEO. Tally sheets list each component of an executive’s compensation throughout a range of alternative scenarios (e.g., termination, change-in-control transaction, etc.). The compensatory amounts include cash compensation, accumulated deferred compensation balances, outstanding equity awards, benefits, perquisites, and any other item, as well as projected values of equity awards under various performance and termination scenarios, and realized stock option and stock gains.
Establishing Performance Measures and Goals
Establishing Performance Measures and Goals In setting performance goals, the Compensation and Talent Committee considers the Company’s annual financial plans, strategic initiatives, and projections, which are impacted by the following factors:
Establishing Performance Measures and Goals
| | The overall business climate and the cyclical nature of our business; |
Establishing Performance Measures and Goals
| | Underlying market conditions for our products and services; |
Establishing Performance Measures and Goals
| | Volatility in commodity prices; |
Establishing Performance Measures and Goals
| | Our competitors’ performance; |
Establishing Performance Measures and Goals
| | Anticipated changes in customer activity; and |
Establishing Performance Measures and Goals
| | Our prior-year performance. |
Establishing Performance Measures and Goals
These inputs inform discussions regarding both the targets and the ranges around the targets to ensure the goals are sufficiently difficult and challenging without incentivizing inappropriate risk taking. Elements of 2023 Executive Compensation Our executive compensation program comprises short-term and long-term components that link executives’ pay to their performance and their advancement of TechnipFMC’s annual and long-term performance and business strategies. In addition, the program also aligns the executives’ interests with those of shareholders and encourages retention of high-performing executives.
Establishing Performance Measures and Goals
| Proxy Statement 2024 | TechnipFMC 55 |
Establishing Performance Measures and Goals
The table below summarizes these elements, along with their purpose and key characteristics.
Establishing Performance Measures and Goals
| Element | Purpose | Key Characteristics | | Base Salary | To provide market competitive compensation for the role | Fixed cash compensation Reflects major responsibilities of an NEO’s role Set with reference to market median of Compensation Peer Group, based on responsibility, experience, and performance | | Annual Cash Incentive | To drive and reward the achievement of short-term Company strategic goals and individual contributions | At-risk cash compensation Target value based on role, set with reference to market median peer group Paid based on achievement of business performance targets (75%) and individual performance targets (25%) 2023 business performance targets were Adjusted EBITDA as a percentage of revenue (25%), free cash flow from operations (25%), ESG Scorecard measures (25%), and individual performance measures (25%) Actual payout can range from 0% to 200% of target | | Performance Share Units | To drive and reward the achievement of long-term results and align interests of NEOs with shareholders’ interests | Payout linked to the achievement of TechnipFMC relative TSR (50%) and ROIC (50%) for the 2023 to 2025 performance period Realized value is based on performance and post-grant share price appreciation Actual payout can range from 0% to 200% of target | | Restricted Stock Units | Further align NEOs’ interests with the interests of our shareholders by incentivizing them to increase share value, while reinforcing the retention impact of our compensation program | Realized value based in part on post-grant share price appreciation Three-year ratable vesting schedule | | Health and Welfare Benefits, Retirement Benefits, and Perquisites | To facilitate the performance of the role and ensure a market competitive total compensation package | The same health and welfare benefits offered to other employees of the Company in the respective countries Retirement savings offered through participation in our 401(k) and non-qualified defined contribution plans, similar to plans offered to other U.S. employees Limited perquisites including financial planning, tax assistance, car allowances, club memberships, executive physicals, expatriate allowances (if applicable), and security services where necessary |
Establishing Performance Measures and Goals
| 56 TechnipFMC | Proxy Statement 2024 |
Annual Cash Incentive
Annual Cash Incentive
2023 Annual Cash Incentive Targets
2023 Annual Cash Incentive Targets We provide our NEOs with an annual cash incentive to drive and reward the achievement of short-term Company strategic goals and individual contributions. Each NEO has an annual cash incentive target, set as a percentage of base salary. Each NEO can earn 0% to 200% of their annual cash incentive target, depending on Company and individual performance. The Compensation and Talent Committee reviews and approves target annual cash incentive percentages for the NEOs annually, based on a review of market median total compensation data for our peers. The targets are set at appropriate levels to incentivize executive officers to achieve our short-term financial, ESG, and individual goals. The annual cash incentive also ensures that we provide executive officers with market-competitive levels of total compensation. The following were the 2022 and 2023 annual cash incentive targets for our NEOs:
2023 Annual Cash Incentive Targets
| Named Executive Officer(1) | 2022 | 2023 | % Change | | Douglas J. Pferdehirt | 135% | 135% | 0% | | Alf Melin | 100% | 100% | 0% | | Justin Rounce | 100% | 100% | 0% | | Jonathan Landes | 100% | 100% | 0% | | Thierry Conti | 75% | 75% | 0% |
2023 Annual Cash Incentive Targets
| (1) This table excludes Ms. Lazar, who last served as Executive Vice President, Chief Legal Officer and Secretary until July 31, 2023. |
Annual Cash Incentive Performance Indicators
Annual Cash Incentive Performance Indicators 75% of the annual cash incentive is based on business performance indicators (“BPI”), and 25% is based on individual annual performance indicators (“API”).
BPI Component – 75% of Annual Cash Incentive
BPI Component – 75% of Annual Cash Incentive The BPI components are intended to drive the achievement of key financial and ESG objectives. Each component is assessed independently from the other components and has a maximum possible payout of 200% of target. Furthermore, if performance with respect to any BPI component fails to meet the threshold level, the payout is 0%.
2023 Key Financial Results Linked to the Compensation of Our Executives
| (2) Payout for performance between the threshold, target, and maximum payouts are interpolated on a straight-line basis. The final weighted payout percentage for BPI is rounded to the nearest whole percent for calculating the annual cash incentive payout. |
Determination of Payout for 2023
Determination of Payout for 2023 The ESG Committee is responsible for determining and assessing the Company’s ESG Scorecard objectives, certifying results, and recommending a performance rating to the Compensation and Talent Committee, who reviews this information to determine the ESG Scorecard payout. The ESG Committee performed a comprehensive review of the Company’s 2021-2023 ESG Scorecard objectives and considered the following:
Determination of Payout for 2023
| | Environmental pillar: We reduced our GHG emissions and exceeded our waste recycling and reuse objectives; |
Determination of Payout for 2023
| | Social pillar: We achieved or significantly outperformed our targets on fair representation, inclusion, volunteering, and STEM initiatives; |
Determination of Payout for 2023
| | Governance pillar: We exceeded our Serious Injuries and Fatalities (“SIF”) prevention projects objective and met our human rights due diligence and ethics and compliance objectives; |
Determination of Payout for 2023
| | In aggregate, we met or exceeded ten of the twelve individual objectives connected to our 2021-2023 ESG Scorecard; |
Determination of Payout for 2023
| | Our commitment over the past three years to meaningfully advance ESG initiatives and cultivate inherent and sustainable behavior in all of our ESG pillars; and |
Determination of Payout for 2023
| | Our significant progress in raising awareness of how individual employee actions contribute to the achievement of our ESG objectives and embedding ESG awareness into our culture, as demonstrated by our achievements in our ESG Scorecard. |
Determination of Payout for 2023
| 60 TechnipFMC | Proxy Statement 2024 |
Determination of Payout for 2023
Based on this comprehensive assessment, the ESG Committee determined that, in aggregate, the Company exceeded its 2021-2023 ESG Scorecard objectives and recommended a payout reflective of an above expectations rating. Aligned with this rating, the Compensation and Talent Committee approved a payout of 140% out of a maximum 200%. A summary of the 2021-2023 ESG Scorecard component of the 2023 annual incentive is provided below.
Determination of Payout for 2023
| (1) Metric shows against target and is cumulative |
Determination of Payout for 2023
| (2) Metric shows against target and is annual |
Determination of Payout for 2023
For more details on how each metric is measured and our progress in 2023, please see the section entitled “Environmental, Social, and Governance” in our U.K. Annual Report and Accounts.
API Component – 25% of Annual Cash Incentive
API Component – 25% of Annual Cash Incentive The API objectives for each NEO are established at the start of the year. Similar to our BPI performance objectives, API objectives are set at “stretch” levels (i.e., objectives that are difficult and challenging but should be achievable with superior execution) using a rigorous evaluation process. Each February, the Compensation and Talent Committee reviews and approves the Chair and CEO’s API objectives for the new fiscal year, and evaluates the prior-year API performance to determine the payout for the API component of his annual cash incentive. Similarly, the Chair and CEO reviews and approves the API objectives of the other NEOs for the new fiscal year, and assesses the prior-year API performance to recommend individual API payouts to the Compensation and Talent Committee for review and approval. If an NEO failed to achieve any of his or her objectives, the API multiple would likely be 0%, absent any mitigating factors. If the NEO met some, but not all, of the objectives, the API multiple would fall between the range of 0% to 200%, depending upon the number of objectives accomplished, their relative importance and difficulty as determined by the Compensation and Talent Committee, and any factors that may have prevented achievement of certain objectives. For 2023, the NEOs received API ratings ranging from 170% to 200% for the year, with an average rating of 176%.
API Component – 25% of Annual Cash Incentive
| Proxy Statement 2024 | TechnipFMC 61 |
API Component – 25% of Annual Cash Incentive
The objectives, achievements, as well as the Compensation and Talent Committee’s assessment were as follows:
API Component – 25% of Annual Cash Incentive
| Douglas J. Pferdehirt Chair and CEO | | | Objective | Achievements | | Above expectations | | | Shareholder Returns: | | | Deliver superior returns Achieve debt reduction Expand shareholder distributions | 2023 TSR outperformed our peers and the OSX index Reduced the Company’s gross and net debt position and achieved debt leverage targets Expanded Company shareholder distributions adding a dividend as well as increasing the total value of the share repurchase program | | Above expectations | | | Strategy and Growth: | | | Advance strategic financial objectives Advance technology partnerships, and strategic alliances Achieve ESG Scorecard objectives | Both business segments outperformed 2023 financial targets, resulting in the Company exceeding targets for total Company adjusted EBITDA margin, free cash flow, revenue, backlog, and ROIC Advanced key technology partnerships and strategic alliances Advanced the Company’s Industrialization and Transformation activities, including implementing 14 Transformative Industrialization programs Drove the successful achievement of our three-year ESG Scorecard objectives. See the section entitled “Environmental, Social and Governance” above | | Above expectations | | | Execute on Key Business Deliverables: | | | Deliver profitable growth for Subsea and Surface businesses Continue to evolve New Energy business | Delivered above-target inbound, revenue, and EBITDA for both the Subsea and Surface businesses Delivered record iEPCI™ awards for our Subsea business Signed in-country corporate procurement agreements with key strategic customers for our Surface business Secured key contracts for our New Energy business and remains on track to achieve more than $1 billion in inbound by 2025 | | Above expectations | | | Organizational Readiness: | | | Ensure succession planning in place and incorporate fair representation | Continued succession planning and talent development actions to increase breadth and depth of succession plans and increased diversity in succession plans and talent acquisition Increased representation of females and underrepresented minorities in senior leadership of the Company | | Above expectations | | | Promote Foundational Beliefs: | | | Integrity – Engage/advance industry progress in Human Rights Sustainability – Achieve metrics on fair representation and community QHSE (Quality, Health, Safety and Environmental) – Reduce SIFR (Serious Injury and Fatality Rate) and exceed SIFP (Serious Injury and Fatality Prevention) target | Promoted human rights through active industry leadership, including in cross industry forums Championed the achievement of human rights within supplier network resulting in Company-wide recognition for related initiative Actively contributed to advancement in gender and racial diversity through the Association of Women in Energy (AWE) and CEO Action for Racial Equity Advisory Boards Exceeded 2021-2023 ESG Scorecard goals for fair representation, inclusive leadership training and community/STEM volunteering Actively led TechnipFMC as a top contributor to both United Way and American Heart Association Exceeded SIFR and SIFP targets |
API Component – 25% of Annual Cash Incentive
| 62 TechnipFMC | Proxy Statement 2024 |
API Component – 25% of Annual Cash Incentive
Individual performance assessments for the other NEOs (other than Ms. Lazar) are summarized below.
API Component – 25% of Annual Cash Incentive
| NEO | Summary of 2023 Objectives and Key Achievements | | Alf Melin Executive Vice President and Chief Financial Officer | Mr. Melin’s 2023 objectives and achievements included guiding the Company’s financial strategy to meet 2023 key financial performance targets, including adjusted EBITDA and free cash flow; a further reduction in the Company’s gross and net debt position; and an expansion of Company shareholder distributions by adding a dividend, as well as increasing the total value of the share repurchase program. | | Justin Rounce Executive Vice President and Chief Technology Officer | Mr. Rounce’s 2023 objectives and achievements included developing new technologies across our lines of business; leading the proposed divestment of the Company’s Measurement Solutions business; driving the Company’s engineering, supply chain, and manufacturing activities for the delivery of customer projects; co-leading the development and update of the Company’s long-term strategies, partnerships, and alliances; and continuing to advance the Company’s Industrialization and Transformation activities. | | Jonathan Landes President, Subsea | Mr. Landes’ 2023 objectives and achievements included developing, renewing, and sponsoring several key long-term contracts and alliances that will enable continued growth; delivery on Subsea segment cash flow; inbound and EBITDA targets; rollout of programs that will reduce serious injuries and improve safety; cultivating key strategic partnerships to expand our growth in the energy transition; and continuing to advance the Company’s Industrialization and Transformation activities. | | Thierry Conti President, Surface Technologies | Mr. Conti’s 2023 objectives and achievements included developing the Company’s business in strategic markets such as the Middle East; optimizing the footprint and the business portfolio of the Company’s Surface segment in North America; renewing several key long-term contracts and relationships that will enable continued growth; delivery on Surface segment cash flow and EBITDA targets; rollout of programs that will reduce serious injuries and improve safety; and continuing to advance the Company’s Industrialization and Transformation activities. |
Determination of 2023 Payouts under the Annual Cash Incentive Plan
Determination of 2023 Payouts under the Annual Cash Incentive Plan Each executive’s target annual cash bonus is a percentage of his or her base salary for the year. For example, assuming an NEO has a base salary of $600,000, a 100% target bonus, a BPI rating of 153%, and an API rating of 170%, the executive’s annual cash bonus would be calculated as follows:
Determination of 2023 Payouts under the Annual Cash Incentive Plan
| Component | Base Salary | Weighting | Target Bonus % | Rating | Payout | | BPI | $600,000 | x 75% | x 100% | x 153% = | $688,500 | | API | $600,000 | x 25% | x 100% | x 170% = | $255,000 | | Total Cash Incentive Compensation | | | | | $943,500 |
Determination of 2023 Payouts under the Annual Cash Incentive Plan
| Proxy Statement 2024 | TechnipFMC 63 |
Long-Term Equity Incentives
Long-Term Equity Incentives Annual long-term equity incentive awards, granted in the form of TechnipFMC equity, represent the largest component of each NEO’s annual target compensation opportunity, grounded in our compensation philosophy of paying for performance and aligning executives’ interests with those of our shareholders. Awards are made in the form of two complementary vehicles, PSU awards and RSU awards, providing a balanced focus on performance, sustainable long-term value creation, and retention. The Compensation and Talent Committee reviews and approves equity awards for the NEOs on an annual basis. The awards are based on market competitiveness on total target compensation and aim to provide appropriate levels of retention and incentives for achieving the Company’s long-term goals.
Payout under the 2021 PSU Awards Based on Relative TSR
Payout under the 2021 PSU Awards Based on Relative TSR In February 2024, the Compensation and Talent Committee approved the performance results for the PSUs granted to NEOs in February 2021. The PSUs were subject to a performance period beginning February 16, 2021 (the date of the Spin-off) through December 31, 2023, and performance was based on relative TSR performance against an industry peer group of companies that the Committee believed reflected the companies we compete with for both shareholder investments and customers. Relative TSR for the applicable performance period is based on the difference between the volume weighted average share price (“VWAP”) for the first month and last month of the measurement period, plus any dividends paid during that period, which are assumed to be reinvested into the stock. The difference in VWAP from the two periods is divided by the beginning VWAP value to determine total shareholder return. The performance condition requires the Company to perform at or above the 25th percentile for a threshold payout of 50% and 75th percentile or greater for a payout of 200% of target. The payout is interpolated on a straight-line basis between those points. If our absolute TSR is negative for the performance period, the payout in respect of the TSR element is capped at target, regardless of our relative performance. Over the 2021-2023 performance period, the Company’s TSR ranked in the 94th percentile relative to its TSR Peer Group, which resulted in a payout of 200% of target PSUs as illustrated in the table below.
Payout under the 2021 PSU Awards Based on Relative TSR
| Performance period | TechnipFMC relative TSR position | TechnipFMC percentile rank | Payout | | February 16, 2021 to December 31, 2023 | 138.3% | 94th | 200% |
Payout under the 2021 PSU Awards Based on Relative TSR
| 64 TechnipFMC | Proxy Statement 2024 |
2023 Long-Term Equity Incentive
2023 Long-Term Equity Incentive For 2023, the Compensation and Talent Committee set the target value of equity awards for each NEO with reference to market median total compensation data. The table below sets forth the 2023 long-term incentive target value as a percent of the NEO’s base salary and the 2023 LTI target value for each of our NEOs.
2023 Long-Term Equity Incentive
| Named Executive Officer(1) | 2023 LTI Target (% of Base) | 2023 LTI Target Value | | Douglas J. Pferdehirt | 785% | $10,430,295 | | Alf Melin | 300% | $2,100,000 | | Justin Rounce | 300% | $1,890,000 | | Jonathan Landes | 250% | $1,375,000 | | Thierry Conti | 125% | $562,500 |
2023 Long-Term Equity Incentive
| (1) This table excludes Ms. Lazar, who served as Executive Vice President, Chief Legal Officer and Secretary until July 31, 2023. |
2023 Performance Stock Unit Awards (70% of Equity Award)
2023 Performance Stock Unit Awards (70% of Equity Award) The Compensation and Talent Committee sets the performance targets associated with PSU awards prior to the beginning of each three-year performance period. For awards in 2023, PSU awards comprised 70% of the total long-term equity award, and payout will be based on relative TSR performance and ROIC for the three-year period of 2023-2025. We believe that these are meaningful measures of our long-term performance and motivate our NEOs to achieve superior share price compared to our key competitors, thus aligning their interests with shareholder interests. We further reinforce this by requiring a minimum threshold of relative performance for payout and by capping payout in the case of negative absolute TSR.
2023 Performance Stock Unit Awards (70% of Equity Award)
| PSU Measure | Weighting | Definition | Why It Matters | | Relative TSR | | Cumulative three-year increase in volume-weighted-average price and dividends relative to peers | Assesses our overall performance in the eyes of our shareholders and the broader stock market, relative to companies with which we compete for shareholder investments and customers | | ROIC | | Three-year average net operating profit after tax, divided by a three-year average invested capital | Assesses our profitability and how effectively we use capital over the three-year period to generate income |
2023 Performance Stock Unit Awards (70% of Equity Award)
| Proxy Statement 2024 | TechnipFMC 65 |
2023 Performance Stock Unit Awards (70% of Equity Award)
The relative TSR performance for our 2023 PSU awards will be measured against a group of companies (collectively, the “Relative TSR Peer Group”, and each a “TSR Peer”) that the Compensation and Talent Committee believes best reflects the companies that we compete with for both shareholder investments and customers, have comparable median market capitalization and revenue to TechnipFMC, and are exposed to similar markets in terms of industry and global scope.
2023 Performance Stock Unit Awards (70% of Equity Award)
| 2023 Relative TSR Peer Group | | | | Baker Hughes Company | Nabors Industries Ltd. | Transocean Ltd. | | ChampionX Corp. | National Oilwell Varco, Inc. | Oceaneering International, Inc. | | Core Laboratories N.V. | SLB | | | Halliburton Company | Subsea 7 S.A. | |
2023 Performance Stock Unit Awards (70% of Equity Award)
The vesting date for the 2023 PSU awards is February 21, 2026, with a performance period of January 1, 2023 through December 31, 2025. The Compensation and Talent Committee approved the following targets for the 2023 PSU awards:
Relative TSR
Relative TSR The relative TSR payout scale for the 2023-2025 PSU award is outlined below:
Relative TSR
| Performance Achievement | Relative TSR Performance | Payout (% of earned PSUs) | | Below Threshold | Below 25th percentile | 0% | | Threshold | 25th percentile | 50% | | Target | 50th percentile | 100% | | Maximum or above | 75th percentile or greater | 200% |
Relative TSR
Note: If the Company’s absolute TSR is negative for the performance period, the payout in respect of the TSR element will be capped at target, regardless of our relative performance. For performance achievement between the levels identified above, payout percentage will be interpolated on a straight-line basis.
2023 Time-Based RSU Awards (30% of Equity Award)
2023 Time-Based RSU Awards (30% of Equity Award) Time-based RSU awards further align NEOs’ interests with the interests of our shareholders by incentivizing them to increase share price, while reinforcing the retention impact of our compensation program. For 2023, the Compensation and Talent Committee modified the vesting schedule of our RSU awards from a three-year cliff to a three-year ratable schedule, with RSUs vesting in three equal installments over three years on the anniversary of the grant date. The Compensation and Talent Committee’s decision to use a combination of graded vesting for RSUs and three-year cliff vesting for PSUs ensures a balanced and effective retention strategy for our equity awards. In addition, this modification aligns with market practices of our Compensation Peer Group, as reported by FW Cook. The number of RSUs granted to each of the NEOs was determined by dividing the target value set for each executive officer by the closing price of the Company’s Ordinary Shares on the NYSE on the date prior to the grant date.
2023 Time-Based RSU Awards (30% of Equity Award)
| 66 TechnipFMC | Proxy Statement 2024 |
Looking Ahead – 2024 Incentive Plans
Looking Ahead – 2024 Incentive Plans We intend for all other core components of our incentive framework to remain the same in 2024 as in 2023. We believe the current executive compensation program is aligned to shareholder interests and effectively links executive pay to performance and the advancement of our annual and long-term business objectives.
Retirement Benefits
| Plan | Eligibility | Features | | U.S. Qualified Savings Plan | U.S. employees working more than 30 hours a week All NEOs are eligible | Employees can contribute between 1% and 75% of eligible compensation (salary and eligible incentives) on a pre-and after-tax basis up to statutory limits for tax qualified plans Company matches 100% of the first 5% of eligible contributions Participants are 100% vested in their contributions and matching contributions Employees receive an additional 2% non-elective Company contribution that vests after three years of service For annual compensation that exceeds the limit required for the plan to be qualified, the Company contributes up to 5% of such excess to the employee’s non-qualified savings plan | | U.S. Non- Qualified Savings Plan | U.S. executives and other eligible senior employees All NEOs are eligible | The Company contributes an amount equal to any missed Company contribution under the U.S. Qualified Savings Plan on annual compensation that exceeds the maximum limit required for the plan to be qualified Intent of the plan is to ensure eligible employees receive the same contribution as a percentage of eligible earnings from the Company regardless of their compensation level Terms mirror those of the U.S. Qualified Savings Plan Participants can contribute up to 75% of their eligible compensation (salary and eligible incentives) on a pre-tax basis Company matches 100% of the first 5% of eligible contributions Participants are 100% vested in their contributions and matching contributions Employees receive an additional 2% non-elective Company contribution that vests after three years of service All vested funds must be distributed upon an employee’s separation from service with the Company; provided, however, that there is a six-month delay for key employees | | U.S. Pension Plan | U.S. employees of FMC Technologies with five years of service prior to January 1, 2010 Mr. Melin is the only eligible NEO | A tax-qualified defined benefit plan Pension based on final average pay, calculated as the highest 60 consecutive months of pay (base salary and annual cash incentive) in the final 120 months of service Benefit accruals were frozen for non-union employees effective December 31, 2017 | | U.S. Non- Qualified Pension Plan | U.S. executives and other eligible senior employees of FMC Technologies with five years of service prior to January 1, 2010 Mr. Melin is the only eligible NEO | A non-qualified defined benefit pension plan Pension based on final average pay, calculated as the highest 60 consecutive months of pay (base salary, annual cash incentive, and employee contributions made to the U.S. Non-Qualified Savings Plan) in the final 120 months of service up to statutory limits for tax qualified plans Benefit accruals were frozen for non-union employees effective December 31, 2017 |
Executive Severance Benefits
Executive Severance Benefits It is our policy to offer severance benefits to our executive officers because we believe that severance benefits provide important financial protection to executive officers in the event of involuntary job loss, are consistent with the practices of peer companies, and are appropriate for the retention of executive talent. Our executive officers, including our NEOs, are entitled to severance benefits outside of a change-in-control context, the material terms of which are described in the chart below. Our general executive severance arrangements are consistent with the market practice of large public companies surveyed by our compensation consultant. Change-in-control severance benefits, as described below, and general severance benefits are exclusive of one another, and in no circumstance would any NEO receive benefits under both a change-in-control severance agreement and our general executive severance benefits.
Executive Severance Benefits
| Proxy Statement 2024 | TechnipFMC 69 |
Executive Severance Benefits
Each of our NEOs is party to an Executive Severance Agreement, pursuant to which he or she is entitled to enhanced severance in the event of a qualifying termination in connection with a change-in-control event. We entered into the Executive Severance Agreements to ensure executives are incentivized to continue to work in the Company’s best interests during the period of time when a change-in-control transaction is taking place and in order to ensure we have the ability to maintain continuity of management. The Compensation and Talent Committee believes it is appropriate to provide executives with the assurance that they will not be adversely affected by a change-in-control transaction without fair compensation, except in the case of termination for cause. The material terms of the Executive Severance Agreements are described in the chart below.
Executive Severance Benefits
| Separation Scenario | Provisions under TechnipFMC Executive Severance Agreement or Relevant Equity Award Agreements | | Termination without cause | Cash severance equal to 18 months of base salary and target annual cash incentive Prorated target annual cash incentive for the year of termination 18 months of medical and dental benefits continuation Outplacement assistance as appropriate Financial planning and tax preparation assistance for the final calendar year of employment Severance benefits subject to compliance with non-disclosure, non-compete, and non- solicitation covenants Equity treated pursuant to the terms of the applicable plan No tax gross-ups on any payments | | Retirement | Outstanding equity settled on the originally scheduled date Outstanding PSUs will remain subject to the original performance conditions, measured at the originally scheduled date | | Death or disability | Accelerated vesting of all granted and outstanding equity awards, with outstanding PSUs vesting at target |
Executive Severance Benefits
| 70 TechnipFMC | Proxy Statement 2024 |
Executive Severance Benefits
| Separation Scenario | Provisions under TechnipFMC Executive Severance Agreement or Relevant Equity Award Agreements | | Qualifying termination without cause or resignation for good reason following a change-in-control event | Double trigger requirements, meaning a change-in-control event must occur, followed by a qualifying termination within 24 months “Qualifying termination” defined as termination by the Company without cause, or if the executive terminates employment for good reason (e.g., material change in responsibilities, material reduction in salary and/or benefits, significant change in location of employment) Cash severance equal to three times or two times the greater of the executive’s annual base salary on the date of the agreement or the date of termination and two to three times the greater of his or her average actual annual cash incentive paid in the three years prior to termination or his or her target annual cash incentive for the year the executive is terminated Prorated target annual cash incentive for the year of termination Amount equal to the premiums payable for health and welfare coverage for 36 months or 24 months Up to $50,000 in outplacement assistance Accelerated vesting of all granted and outstanding equity awards, with outstanding PSUs vesting at target “Best-after-tax” cutback for 280G excise tax calculations, with no tax gross-ups on any payments |
Executive Severance Benefits
| Proxy Statement 2024 | TechnipFMC 71 |
Tax Considerations
| Name and Principal Position as of 12/31/2023 | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Douglas J. Pferdehirt Chair and CEO | 2023 | 1,328,700 | 12,436,674 | 2,955,195 | | 341,926 | 17,062,495 | | | 2022 | 1,236,000 | 9,699,996 | 2,077,407 | | 270,193 | 13,283,596 | | | 2021 | 1,236,000 | 17,629,477 | 2,694,789 | | 373,416 | 21,933,682 | | Alf Melin Chief Financial Officer | 2023 | 700,000 | 2,503,948 | 1,102,500 | 94,706 | 119,018 | 4,520,172 | | | 2022 | 650,000 | 1,949,993 | 786,500 | (249,849) | 57,155 | 3,193,799 | | | 2021 | 650,000 | 2,589,929 | 988,915 | (8,626) | 56,783 | 4,277,001 | | Justin Rounce Executive Vice President and Chief Technology Officer | 2023 | 630,000 | 2,253,554 | 992,250 | | 90,230 | 3,966,034 | | | 2022 | 600,000 | 1,799,997 | 726,000 | | 81,462 | 3,207,459 | | | 2021 | 600,000 | 3,649,495 | 969,000 | | 111,776 | 5,330,270 | | Jonathan Landes President, Subsea | 2023 | 550,000 | 1,639,478 | 866,250 | | 109,865 | 3,165,593 | | | 2022 | 525,000 | 1,312,493 | 635,250 | | 71,042 | 2,543,784 | | | 2021 | 475,000 | 1,593,115 | 755,250 | | 57,588 | 2,880,953 | | Thierry Conti President, Surface Technologies | 2023 | 450,000 | 670,674 | 531,564 | | 333,387 | 1,985,625 | | | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Victoria Lazar Former Executive Vice President Chief Legal Officer and Secretary | 2023 | 367,231 | 1,240,030 | 346,192 | | 507,556 | 2,461,009 | | | 2022 | 500,000 | 999,996 | 555,000 | | 25,775 | 2,080,771 | | | 2021 | — | — | — | — | — | — |
Calculated CEO Pay Ratio
Calculated CEO Pay Ratio For 2023, the annual total compensation of our CEO for purposes of determining the pay ratio was $17,062,495 and the annual total compensation of our median employee was $140,192. As a result, for 2023, the ratio of the annual total compensation of our CEO to the total annual compensation of our median employee was approximately 122:1. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratios reported by other companies are likely not comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices, and likely utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Calculated CEO Pay Ratio
| 84 TechnipFMC | Proxy Statement 2024 |
Calculated CEO Pay Ratio
Pay Versus Performance
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022, and 2023, and our financial performance for each such fiscal year. The amounts represented under “compensation actually paid” were computed in accordance with SEC rules. See footnote (1) and the explanations below for more information.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | FTI Total Shareholder Return ($) | OSX Total Shareholder Return ($)(2) | Net Income ($) | Adjusted EBITDA Margin %(3) | | 2023 | 17,062,495 | 62,631,037 | 3,219,687 | 6,970,872 | 145.16 | 114.47 | 56,130,479 | 12.0% | | 2022 | 13,283,596 | 52,760,476 | 2,756,454 | 7,539,426 | 55.67 | 61.53 | (107,307,795) | 10.0% | | 2021 | 21,933,683 | 15,255,127 | 3,203,031 | 1,562,750 | 23.73 | 31.25 | 13,344,828 | 8.8% | | 2020 | 12,920,601 | 2,368,276 | 3,191,983 | 1,734,567 | 28.03 | 25.88 | (3,287,395,821) | 6.7% |
Pay Versus Performance Table
The increase in “compensation actually paid” from 2021 to 2022, and from 2022 to 2023 is primarily driven by the increase in the fair value of performance awards due to the increase in share price from $5.92 at December 31, 2021, $12.19 at December 31, 2022, and $20.14 at December 29, 2023.
Pay Versus Performance Table
| (1) Amounts include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year, and (iii) certain pension-related costs. The Non-PEO NEOs referenced in the table above are indicated in the table below for each fiscal year: |
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs | | 2023 | Douglas P. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, Victoria Lazar, and Thierry Conti | | 2022 | Douglas P. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, and Victoria Lazar | | 2021 | Douglas P. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, Barry Glickman, and Maryann Mannen | | 2020 | Douglas P. Pferdehirt | Maryann Mannen, Justin Rounce, Barry Glickman, Arnaud Pieton, Catherine MacGregor, and Nello Uccelletti |
Pay Versus Performance Table
| (2) For the relevant fiscal year, represents the cumulative TSR of the OSX index for the applicable five-year period as set forth in our Annual Report on Form 10-K for each respective year. |
Pay Versus Performance Table
| (3) Adjusted EBITDA Margin % is a non-GAAP measure and is defined as earnings before net interest expense, income taxes, depreciation, and amortization, excluding charges credits and foreign currency as a percentage of revenue. For reconciliation of adjusted EBITDA margin to their respective most directly comparable GAAP measures, please refer to “Appendix A - Reconciliation of Non-GAAP Measures” in this Proxy Statement. |
Pay Versus Performance Table
| Proxy Statement 2024 | TechnipFMC 85 |
Pay Versus Performance Table
To calculate the “compensation actually paid” in the table above, the following amounts were deducted or added (as applicable) to our NEO’s “Total” compensation reported in the Summary Compensation Table (“SCT”) for the applicable fiscal year:
Pay Versus Performance Table
| | 2020 | | 2021 | | 2022 | | 2023 | | | Adjustments | PEO | Average non- PEO NEOs | PEO | Average non- PEO NEOs | PEO | Average non- PEO NEOs | PEO | Average non- PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY | (9,966,772) | (1,609,745) | (17,629,477) | (1,962,340) | (9,699,996) | (1,515,620) | (12,436,674) | (1,413,531) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 7,435,271 | 1,145,923 | 10,615,778 | 1,206,646 | 19,141,491 | 2,990,851 | 20,095,969 | 2,284,074 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (9,876,567) | (1,258,436) | 335,348 | 25,645 | 26,110,894 | 3,032,829 | 34,462,881 | 3,592,217 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 1,855,743 | 116,084 | 2,495,429 | 97,134 | 3,924,491 | 337,375 | 3,273,382 | 167,468 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | — | (827,001) | — | — | — | (868,951) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | — | — | — | — | 172,984 | 8,850 | | Increase/Decrease based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | (2,495,633) | (178,640) | — | — | — | — | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT for Applicable FY | — | 148,758 | — | (1,725) | — | (62,462) | — | (18,941) | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | — | — | — | — | — | — | — | — | | TOTAL ADJUSTMENTS | (10,552,325) | (1,457,416) | (6,678,556) | (1,640,281) | 39,476,880 | 4,782,972 | 45,568,542 | 3,751,185 |
Pay Versus Performance Table
| 86 TechnipFMC | Proxy Statement 2024 |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023: a. Adjusted EBITDA margin %; b. Free cash flow; c. Relative TSR; and d. ROIC.
Pay Versus Performance Tabular List
| Proxy Statement 2024 | TechnipFMC 89 |
Pay Versus Performance Tabular List
Compensation and Talent Committee Report The Compensation and Talent Committee has reviewed and discussed with management the Executive Compensation Discussion and Analysis of the Company. Based on its review and discussions, the committee recommended to the Board of Directors that the Executive Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023. Submitted by the Compensation and Talent Committee of the Board of Directors: John O’Leary, Chair Claire S. Farley John Yearwood
Pay Versus Performance Tabular List
| 90 TechnipFMC | Proxy Statement 2024 |
Pay Versus Performance Tabular List
Audit Committee Report Management is responsible for the preparation of our financial statements and our financial reporting processes, including the systems of internal controls and disclosure controls and procedures. PwC, our independent registered public accounting firm, is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee of the Board of Directors has:
Pay Versus Performance Tabular List
| | Reviewed and discussed with management and PwC the audited financial statements for the year ended December 31, 2023, and PwC’s evaluation of our internal control over financial reporting; |
Pay Versus Performance Tabular List
| | Discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; and |
Pay Versus Performance Tabular List
| | Received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence and discussed with PwC its independence from the Company. |
Pay Versus Performance Tabular List
In reliance upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023. Submitted by the Audit Committee of the Board of Directors: Kay G. Priestly, Chair Robert G. Gwin Sophie Zurquiyah
Pay Versus Performance Tabular List
| Proxy Statement 2024 | TechnipFMC 91 |
Pay Versus Performance Tabular List
Proposal 5 — Receipt of U.K. Annual Report and Accounts Along with this Proxy Statement, the Company is providing its U.K. Annual Report and Accounts, including the related directors’ and auditor’s report, for the year ended December 31, 2023. Under the applicable U.K. regulation, the Companies Act, our shareholders must vote to receive the U.K. Annual Report and Accounts and related reports.
Pay Versus Performance Tabular List
| 92 TechnipFMC | Proxy Statement 2024 |
Pay Versus Performance Tabular List
Ratification of U.S. Auditor