DEF 14A of Flowserve Corp, Apr 2, 2024

DEF 14A of Flowserve Corp

Filed Apr 2, 2024 · FY20230001308179-24-000421

Open on EDGAR

  1. Board Nominees (Page 16)

    Board Nominees (Page 16)

  2. Board Nominees (Page 16)

    | | | | | | | DAVID E. ROBERTS Independent Chairman Age: 63 Director since 2011 Committees: * Other Public Company Boards: None | | R. SCOTT ROWE President & CEO, Flowserve Age: 53 Director since 2017 Committees: None Other Public Company Boards: 1 | | SUJEET CHAND Independent Age: 66 Director since 2019 Committees: Other Public Company Boards: 2 | | | | | | | | RUBY R. CHANDY Independent Age: 62 Director since 2017 Committees: Other Public Company Boards: 2 | | GAYLA J. DELLY Independent Age: 64 Director since 2008 Committees: Other Public Company Boards: 2 | | JOHN L. GARRISON Independent Age: 63 Director since 2018 Committees: Other Public Company Boards: None | | | | | | | | CHERYL H. JOHNSON Independent Age: 63 Director since 2023 Committees: Other Public Company Boards: None | | MICHAEL C. MCMURRAY Independent Age: 59 Director since 2018 Committees: Other Public Company Boards: None | | THOMAS B. OKRAY Independent Age: 61 Director since 2023 Committees: Other Public Company Boards: 1 | | | | | | | | | KENNETH I. SIEGEL Independent Age: 67 Director since 2022 Committees: Other Public Company Boards: 2 | | CARLYN R. TAYLOR Independent Age: 55 Director since 2020 Committees: Other Public Company Boards: 1 | |

  3. Board Nominees (Page 16)

    | | Chair | | Technology, Risk and Finance Committee | | Corporate Governance and Nominating Committee | | | Audit Committee | | Organization and Compensation Committee | | Veteran Status |

  4. Board Nominees (Page 16)

    | * As Chairman of the Board, Mr. Roberts rotates between committee meetings and serves as an alternate committee member for all committees, as needed. |

  5. Board Nominees (Page 16)

    | 2024 PROXY STATEMENT | | 2 |

  6. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS The Company’s Board currently consists of eleven directors. All the director nominees listed below were previously elected by shareholders at the 2023 Annual Meeting, other than Cheryl H. Johnson, who was appointed to the Board in December 2023. Ms. Johnson was recommended to the Corporate Governance and Nominating (“CG&N”) Committee by a third-party search firm. Accordingly, the Board has nominated eleven directors to serve a one-year term until the 2025 annual meeting of shareholders or until their successors have been elected and qualified. Biographical information for each nominee is provided below under the heading “Board of Directors—Biographical Information—Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders.”

  7. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | David E. Roberts | | | Independent Chair since: May 2021 Director since: Nov. 2011 Age: 63 Board Committees: • N/A Current Public Company Directorships: • None Past Public Company Directorships: • Penn West Exploration | Employment History • Gavilan Resources, LLC, a private company formed in partnership with Blackstone focused on oil and natural gas development and production opportunities in South Texas | Chief Executive Officer (2017 – retirement in 2020). Gavilan filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in May 2020. • Penn West Exploration, a Canadian oil and gas exploration and production company | President and CEO (2013 – 2016) • Marathon Oil Corporation, an independent upstream company with international operations in exploration and production, oil sands mining and integrated gas | Executive Vice President and Chief Operating Officer (2011 – 2012) • Marathon Oil Corporation | other key management positions, including Executive Vice President in charge of Marathon’s worldwide upstream operations and Senior Vice President of business development (2006 – 2011) • BG Group, an integrated natural gas company | various leadership roles (2003 – 2006) • Chevron Corporation | advisor to the Vice Chairman (2001 – 2003) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Roberts is well qualified to serve as a director due to his executive leadership experience, strong international operations background, business development experience and extensive knowledge of and experience in the energy industry. This provides Mr. Roberts with a unique insight into the Company’s operational challenges and opportunities and its end-markets and customer needs. |

  8. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | R. Scott Rowe | | | Director since: Apr. 2017 Age: 53 Board Committees: • N/A Current Public Company Directorships: • Quanta Services, Inc. Past Public Company Directorships: • None | Employment History • Flowserve Corporation | President, Chief Executive Officer (2017 — Present) • Cameron Group of Schlumberger Ltd., an oilfield services co. | President (2016 — 2017) • Cameron International Corporation, an oilfield services co. | President, Chief Executive Officer (2015 — 2016) • Cameron International Corporation | President, Chief Operating Officer (2014 — 2015) • OneSubsea, a joint venture established by Cameron and Schlumberger | Chief Executive Officer (2014) • Subsea Systems, a division of Cameron | President (2012 — 2014) • Cameron International Corporation | President of the Engineered and Process Valves division (2010 — 2012) • United States Army | Captain (O3) (1993 — 1998) | | | Other Current Public Company Directorships • Quanta Services Inc., a leading provider of specialty contracting services | Director (2022 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Rowe is well qualified to serve as a director due to his position as the Company’s President and Chief Executive Officer, which enables him to provide the Board with intimate knowledge of the Company’s day to day operations. |

  9. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | Sujeet Chand | | | Director since: Dec. 2019 Age: 66 Board Committees: • Audit • Technology, Risk & Finance Current Public Company Directorships: • Proto Labs, Inc. • Veeco Instruments Inc. Past Public Company Directorships: • None | Employment History • Rockwell Automation, Inc., industrial automation manufacturer | Senior Vice President and Chief Technology Officer (2005 – retirement in 2021) • Rockwell Automation, Inc. | Other senior leadership roles (2001 – 2005) • XAP Corporation, an education technology company | Chief Operating Officer (2000 – 2001) • Rockwell Scientific Company, a subsidiary of Rockwell International | Head of research and development (1988 – 2000) | | | Other Current Public Company Directorships • Proto Labs, Inc., global digital manufacturer | Director (2017 – Present) • Veeco Instruments Inc., manufacturer of semiconductor process equipment | Director (2021 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Chand is well qualified to serve as a director due to his technology and innovation experience, including with respect to cybersecurity and information technology systems, as well as his electrical engineering background. Additionally, Mr. Chand has valuable multinational executive leadership and manufacturing experience from Rockwell Automation and XAP Corporation. |

  10. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | Ruby R. Chandy | | | Director since: May 2017 Age: 62 Board Committees: • Organization & Compensation • Corporate Governance & Nominating Current Public Company Directorships: • DuPont de Nemours, Inc. • Thermo Fisher Scientific Inc. Past Public Company Directorships: • IDEX Corporation • AMETEK, Inc. | Employment History • Pall Corporation, a leading supplier of filtration, separation, and purification technologies | President of the Industrial Division (2012 – retirement in 2015) • The Dow Chemical Company, a multinational chemical corporation | Managing Director, Vice President of Dow Plastics Additives unit (2011 – 2012) | | | Other Current Public Company Directorships • Thermo Fisher Scientific Inc., a multinational science and technology corporation | Director (2022 – Present) • DuPont de Nemours, Inc., a multinational chemical corporation | Director (2019 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Ms. Chandy is well qualified to serve as a director due to her executive management experience, marketing and strategy skills, relevant experience in industrial companies, extensive engineering and management education, broad international business and financial experience and enterprise risk oversight experience. |

  11. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | Gayla J. Delly | | | Director since: Jan. 2008 Age: 64 Board Committees: • Organization & Compensation • Corporate Governance & Nominating — Chair Current Public Company Directorships: • Littelfuse, Inc. • Broadcom Inc. Past Public Company Directorships: • Power One, Inc. • National Instruments, Inc. • Benchmark Electronics Inc. | Employment History • Benchmark Electronics Inc., a contract provider of manufacturing, design, engineering, test and distribution to computer, medical device, telecommunications equipment and industrial control manufacturers | President and Chief Executive Officer (2012 – retirement in 2016) • Benchmark Electronics Inc. | President (2006 – 2011) • Benchmark Electronics Inc. | Vice President and Chief Financial Officer (2001 – 2006) • Benchmark Electronics Inc. | Corporate Controller and Treasurer (1995 – 2001) • Ms. Delly is a certified public accountant. | | | Other Current Public Company Directorships • Littelfuse, Inc., a diversified manufacturer of industrial technology | Director (2023 – Present) • Broadcom Inc., a designer, developer and global supplier of semiconductor devices | Director (2017 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Ms. Delly is well qualified to serve as a director due to her international manufacturing experience, with a specific focus on engineering and technology in emerging markets, including Asia and Latin America, which provides valuable insight into the Company’s operations and assists in identifying product portfolio opportunities. In addition to her board experience, Ms. Delly has valuable executive leadership experience and financial expertise gained from her time with Benchmark Electronics Inc. |

  12. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | Cheryl H. Johnson | | | Director since: Dec. 2023 Age: 63 Board Committees: • Technology, Risk & Finance • Organization & Compensation Current Public Company Directorships: • None Past Public Company Directorships: • None | Employment History • Caterpillar Inc., a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial turbines and diesel-electric locomotives | Chief Human Resources Officer (2017 – Present) • Textron, an industrial manufacturer of specialized vehilces, turf care and fuel systems | Executive Vice President, Human Resources (2012 – 2017) • Bell Helicopter, a segment of Textron, Inc., and an aerospace manufacturer | Director, Talent and Organization Development (2009 – 2012) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Ms. Johnson is well qualified to serve as a director due to her extensive experience in human resources, with a focus on international manufacturing and operations from her service with Caterpillar Inc. Ms. Johnson’s broad talent development experience provides a valuable perspective into the Company’s human capital management and long-term strategy. |

  13. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | John L. Garrison | | | Director since: Oct. 2018 Age: 63 Board Committees: • Organization & Compensation — Chair • Corporate Governance & Nominating Current Public Company Directorships: • None Past Public Company Directorships: • Azurix Corporation • Terex Corporation | Employment History • Terex Corporation, a global manufacturer of materials processing machinery and aerial work platforms | President, Chief Executive Officer and Chairman (2015 – retirement in 2024)(1) • Bell Helicopter, a segment of Textron, Inc., and an aerospace manufacturer | President and Chief Executive Officer (2009 – 2015) • United States Army | Captain (1982 —1992) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Garrison is well qualified to serve as a director due to his strong manufacturing, international operations and leadership experience gained through his various executive and board leadership roles, which provides him with unique insights into the current climate the Company faces as a manufacturer with a large international footprint. |

  14. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | Michael C. McMurray | | | Director since: Oct. 2018 Age: 59 Board Committees: • Technology, Risk & Finance — Chair • Organization & Compensation Current Public Company Directorships: • None Past Public Company Directorships: • None | Employment History • LyondellBasell, a global plastics, chemicals and refining company | Executive Vice President and Chief Financial Officer (2019 – Present) • Owens Corning, a global manufacturer of insulation, roofing and fiberglass composites | Senior Vice President and Chief Financial Officer (2012 – 2019) • Owens Corning | Vice President and Finance Leader of Owens Corning’s Building Materials Group (2011 – 2012) • Owens Corning | Vice President, Investor Relations and Treasurer (2008 – 2011) • Royal Dutch Shell | various leadership roles (1987 – 2008) | | | Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. McMurray is well qualified to serve as a director due to his extensive knowledge of global industrial manufacturing, the Company’s end markets and the financial markets, which provides valuable insight into the strategic decisions to capitalize on the Company’s growth opportunities. Additionally, Mr. McMurray has valuable multinational executive leadership and financial expertise at LyondellBasell, Owens Corning, and Royal Dutch Shell. |

  15. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | Thomas B. Okray | | | Director since: Apr. 2023 Age: 61 Board Committees: • Audit — Chair • Corporate Governance & Nominating Current Public Company Directorships: • Monro, Inc. Past Public Company Directorships: • None | Employment History • Nikola Corporation, a global zero-emissions transportation and energy supply and infrastructure solutions company | Chief Financial Officer (2024 – present) • Eaton Corp, a multinational intelligent power management technologies company | Executive Vice President and Chief Financial Officer (2021 – 2024)(2) • Grainger, a worldwide industrial supply distributor | Senior Vice President and Chief Financial Officer (2018 – 2021) • Advance Auto Parts, an aftermarket automobile parts supplier | Executive Vice President and Chief Financial Officer (2016 – 2018) | | | Other Current Public Company Directorships • Monro, Inc., a national operator of retail tire and automotive repair stores | Director (Feb. 2024 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Okray is well qualified to serve as a director due to his strong background in international operations, manufacturing, and finance and accounting. Additionally, Mr. Okray has valuable strategic and financial expertise gained through his various executive leadership roles in the manufacturing industry. |

  16. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | Kenneth I. Siegel | | | Director since: Aug. 2022 Age: 67 Board Committees: • Audit • Technology, Risk & Finance Current Public Company Directorships: • Boardwalk Pipeline Partners, LP • CNA Financial Corporation Past Public Company Directorships: • Diamond Offshore Drilling | Employment History • Loews Corporation, a diversified company with businesses in the insurance, energy, hospitality and packaging industries | Senior Vice President (2009 – present) • Barclays Capital, a multinational universal bank | Managing Director of Mergers and Acquisitions (2008 – 2009) • Lehman Brothers, a global financial services firm | Managing Director of Mergers and Acquisitions (2000 – 2008) • Schroders, a multinational investment banking and asset management company | Head of U.S. Investment Banking (1982 – 2000) | | | Other Current Public Company Directorships • Boardwalk Pipeline Partners, LP, a provider of transportation and storage of natural gas | Chairman of the Board (2009 – Present) • CNA Financial Corporation, a commercial property and casualty insurance company | Director (2019 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Siegel is well qualified to serve as a director due to his extensive knowledge of strategic planning, corporate development and finance and accounting, which provide us valuable insight into our strategic decisions to capitalize on the Company’s growth opportunities. Additionally, Mr. Siegel has valuable executive leadership experience in the manufacturing and energy industries and has leveraged his development and M&A expertise from Loews Corporation and its subsidiaries. |

  17. Nominees to Serve an Annual Term Expiring at the 2025 Annual Meeting of Shareholders

    | Carlyn R. Taylor | | | Director since: Aug. 2020 Age: 55 Board Committees: • Audit • Technology, Risk & Finance Current Public Company Directorships: • The Hain Celestial Group, Inc. Past Public Company Directorships: • None | Employment History • FTI Consulting, Inc., a global business advisory firm | Chief Growth Officer, Corporate Finance Global Co-Leader and global leader of Business Transformations and Transactions practice (2016 – present) • FTI Capital Advisors, an investment banking subsidiary of FTI Consulting | Chairperson (2017 – present) • FTI Consulting, Inc. | various roles of increasing responsibility (2002 – 2016) • PwC, a global accounting firm | various roles, including partner, senior manager and staff consultant (1990 – 2002) | | | Other Current Public Company Directorships • The Hain Celestial Group, Inc., a leading organic and natural products company | Director (2022 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Ms. Taylor is well qualified to serve as a director due to her extensive background in corporate strategy, finance and accounting, most notably leveraging her expertise in capital allocation strategies and capital markets to help businesses spearhead transformative initiatives, as well as her experience serving on the board of directors of various privately-owned companies and startups. |

  18. Director Compensation

    Director Compensation

  19. 2023 Director Compensation Program

    2023 Director Compensation Program

  20. Stock Ownership Guidelines

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Sujeet Chand | 100,000 | 149,977 | 249,977 | | Ruby R. Chandy | 107,131(3)(9) | 149,977 | 257,108 | | Gayla J. Delly | 110,000 | 149,977 | 259,977 | | John R. Friedery | 93,478(4) | 149,977 | 243,455 | | John L. Garrison | 115,000 | 149,977 | 264,977 | | Cheryl H. Johnson | 6,521(5) | 62,500(8) | 69,021 | | Michael C. McMurray | 114,011(6) | 149,977 | 263,988 | | Thomas B. Okray | 83,791(7) | 149,977 | 233,768 | | David E. Roberts | 225,000 | 149,977 | 374,977 | | Kenneth I. Siegel | 115,000(9) | 149,977 | 264,977 | | Carlyn R. Taylor | 115,000(9) | 149,977 | 264,997 |

  21. 2023 Incentive Program Enhancements

    2023 Incentive Program Enhancements

  22. Annual Incentive Plan

    Annual Incentive Plan

  23. Annual Incentive Plan

    | • | Simplified our 2023 AIP design to prioritize metrics aligned with our foundational pillars of execution, growth and efficiency: |

  24. Annual Incentive Plan

    | • | Adjusted Operating Income (50% weighting) to incentivize strong execution; | | • | Customer Bookings(2) (30% weighting) to incentivize growth; and | | • | Adjusted Primary Working Capital as a % of Sales (20% weighting) to incentivize efficiency. |

  25. Annual Incentive Plan

    | 2024 PROXY STATEMENT | | 35 |

  26. Annual Incentive Plan

    | • | Retained our strategic goals AIP payout modifier of +/-15% for members of the executive leadership team to incentivize continued progress against ESG and growth initiatives aligned with our business strategy. |

  27. Long-Term Incentive Plan

    Long-Term Incentive Plan

  28. Long-Term Incentive Plan

    | • | Introduced a cap on the +/- 15% relative TSR modifier starting with 2023 PSU awards that provides no positive payout adjustment if our three-year absolute TSR is negative, regardless of our relative performance. |

  29. Long-Term Incentive Plan

    | • | Updated the performance period for our FCF PSU awards, from a single 3-year performance period to an average of three 1-year performance cycles, which will support the rigor of the program in a volatile end markets environment. |

  30. Other Compensation Elements

    | • | Our annual incentive program paid out above target for 2023 compared to below target payouts in each of the two prior fiscal years. The 2023 payout was aligned with our robust shareholder return for the year and reflected strong operating income and adjusted primary working capital performance results and slightly below-target total customer bookings. |

  31. 2023 Annual Incentive Plan Payout

    2023 Annual Incentive Plan Payout

  32. 2023 Annual Incentive Plan Payout

    | (1) Adjusted Primary Working Capital (PWC) as % of sales incentivizes efficiency; lower percentage values are indicative of a greater performance achievement level |

  33. 2023 Annual Incentive Plan Payout

    | Annual Incentive Payout: 162% of Target Strategic Goals Modifier: 1.1x for all NEOs Final Annual Incentive Payout: 178% of Target |

  34. 2023 Annual Incentive Plan Payout

    | 2024 PROXY STATEMENT | | 36 |

  35. 2023 Annual Incentive Plan Payout

    | • | PSUs associated with the 2021-2023 performance period paid out significantly below target. This was driven by below-threshold free cash flow as a percentage of adjusted net income performance over the three-year performance period. |

  36. 2023 Annual Incentive Plan Payout

    | • | Realized pay for our executives is directionally aligned with our shareholders’ experience. Our CEO’s average realizable pay for 2021-2023 was 3% above the average target value for this period while our total shareholder return was up 20%. |

  37. 2023 Annual Incentive Plan Payout

    | (1) “Target Pay” includes base salary, target annual incentive opportunity and grant date fair value of equity awards. | | (2) “Realizable Pay” includes actual base salary, actual bonuses paid, and the value of outstanding RSU and PSUs based on our December 31, 2023, share price, with 2021 PSUs shown at actual payout and 2022 and 2023 PSUs shown at target. |

  38. Good Governance and Compensation Practices Aligned with Shareholder Interests

    | What We Do | | | Target the market median for target total compensation, with payouts above or below market based on performance outcomes Balance compensation programs and cap incentive plan payouts Maintain comprehensive clawback policies that cover financial restatements and misconduct and apply to cash and both time- and performance-based equity incentive compensation Provide a meaningful percentage of long-term incentives in the form of performance-based compensation | Maintain robust stock ownership requirements Fully disclose incentive plan targets and results O&C Committee engages an independent compensation consultant Change in control severance plan payments only made in event of a “double-trigger” when executive’s employment is terminated |

  39. Components of Executive Compensation

    | Component | Objective | Key Features | Performance-Based Aspects | | Base Salary | Provide a regular fixed income in recognition of job responsibilities | • Paid in cash • Reviewed annually for adjustments | • Individual performance is a key driver of any adjustments approved by the O&C Committee | | Short-Term Incentive (AIP) | Motivates executives to achieve/exceed annual Company goals that ultimately drive long-term shareholder value | • Paid in cash • Target award determined as a % of base salary • Payout range is 0% to 200% of target award • Strategic goals payout modifier may increase or decrease payout by +/-15% | • Payout is fully at risk • Financial and operational performance metrics • Focus on strategic goals • Any earned payout is subject to review and approval by the O&C Committee | | Long-Term Incentive (LTI) | Encourage executives to increase shareholder value over a long-term time horizon and retain executives over vesting period | • Target value of awards determined as a % of base salary | • Value of all LTI awards varies with changes in share price | | RSUs: Restricted Stock Units | RSUs 3-year vesting period | • Settled in stock • Vests ratably | • Focus on stock price and shareholder returns | | PSUs: Performance Stock Units rTSR: relative Total Shareholder Return | PSUs 3-year performance period | • Settled in stock • Payout range is 0%to 200% of units granted • Payout modifier may increase or decrease the payout by +/-15% based on rTSR performance, with no positive modifier if absolute TSR is negative | • Payout is fully at risk • Underlying payouts driven by financial performance with the final payout adjusted based on rTSR • Focus on stock price and shareholder returns • Any earned payout is subject to review and approval by the O&C Committee |

  40. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The O&C Committee has retained F.W. Cook as its independent compensation consultant to provide advice regarding executive compensation matters. F.W. Cook generally provides:

  41. The Role of the Independent Compensation Consultant

    | • | Input on the design of our executive compensation program, evolving market practices and the competitiveness of our program; | | • | Market data; and | | • | Input on proposed compensation decisions. |

  42. The Role of the Independent Compensation Consultant

    F.W. Cook attends all regularly scheduled O&C Committee meetings and calls. The O&C Committee assessed F.W. Cook’s independence under the factors set forth in the SEC’s rules and concluded that F.W. Cook was independent and that the consultant’s work in 2023 did not raise any conflicts of interest.

  43. Competitive Positioning and Our Compensation Peer Group (“CPG”)

    Competitive Positioning and Our Compensation Peer Group (“CPG”) Annually, the O&C Committee reviews the base salaries, target bonuses, and the grant date value of long-term incentive awards for each of our Executive Officers as compared to those same data elements for similar positions among our CPG, in addition to the other factors described in this Compensation Discussion & Analysis. The market data reviewed by the O&C Committee includes publicly available financial and compensation information reported by the CPG companies and general industry survey data, which for 2023 compensation decisions was provided by Willis Towers Watson (WTW). The O&C Committee reviews the CPG and survey data to determine the median market compensation level for each executive’s position and then considers this as one factor when setting each executive’s target compensation for the year. Median compensation is used as a reference point for pay recommendations. Target pay varies from the median based on the executive’s industry experience; experience and performance in his or her role and at the Company; value of the role to the Company; internal pay parity among our executives; and any other factors the O&C Committee deems relevant. The CPG is also used more generally when the O&C Committee reviews our compensation program design, including the types of compensation awarded and the terms and conditions of compensation components.

  44. Our 2023 Compensation Peer Group

    Our 2023 Compensation Peer Group The O&C Committee conducts an annual review of the CPG to determine if any changes are appropriate. In choosing our peers, the O&C Committee involves management and uses research and advice from its independent compensation consultant. The O&C Committee generally seeks to include companies in similar industries, with applicable revenue and market cap scope, with similar business characteristics (such as margins and asset intensity) and adequate disclosure of executive compensation practices to help ensure no pay anomalies exist which are inconsistent with Flowserve’s pay practices. To better reflect Flowserve’s size and scope, for 2023, the O&C Committee removed two companies, Enovis Corporation (formerly Colfax Corporation) and Rockwell Automation, Inc., and added two companies, ITT Inc. and Kennametal Inc.

  45. Our 2023 Compensation Peer Group

    | 2023 COMPENSATION PEER GROUP (CPG) | | | Ametek, Inc. Crane Company Donaldson Company, Inc. Dover Corporation Fortive Corporation IDEX Corporation ITT Inc. Kennametal Inc. Lincoln Electric Holdings, Inc | Nordson Corporation Pentair plc Regal Rexnord Corporation Snap-on Incorporated Terex Corporation Trinity Industries, Inc. Westinghouse Air Brake Technologies Corporation Woodward, Inc. Xylem Inc. |

  46. Our 2023 Compensation Peer Group

    | 2024 PROXY STATEMENT | | 41 |

  47. Changes to Total Target Compensation for 2023

    | Name/Title | Annual Base Salary (as of 12/31/23) | 2023 AIP Target as a % of Salary | 2023 LTI Target Grant Value | 2023 Total Target Compensation | % Increase in Total Target Compensation | | R. Scott Rowe, CEO | $1,200,000 | 125% | $5,850,000 | $8,550,000 | 1.2% | | Amy Schwetz, CFO | $746,000 | 80% | $1,800,000 | $3,142,800 | 7.8% | | Lamar Duhon, President FLS Pumps Division | $575,000 | 70% | $800,000 | $1,777,500 | 52.6% | | Kirk Wilson, President FLS Flow Control Division | $464,000 | 65% | $650,000 | $1,415,600 | 7.8% | | Susan Hudson, CLO | $424,000 | 65% | $650,000 | $1,349,600 | 7.1% |

  48. Rationale for Total Target Compensation Increases

    | Name | Compensation Adjustments | Rationale for Increase | | Mr. Rowe | Increased target LTI by 1.7% | Market adjustment and strong individual performance | | Ms. Schwetz | Increased base salary by 6.1% and target LTI by 9.1% | Market adjustment and strong individual performance | | Mr. Duhon | Increased base salary by 43.8%, target bonus percentage by 10 percentage points, and target LTI by 52.4% | Reflects the added responsibility of leading the previously stand-alone Pumps division in addition to the AMSS organization in connection with the Company’s early 2023 reorganization | | Mr. Wilson | Increased base salary by 4.1%, target bonus percentage by 5 percentage points, and target LTI by 8.3% | Market adjustment and strong individual performance | | Ms. Hudson | Increased base salary by 6% and target LTI by 8.3% | Market adjustment and strong individual performance |

  49. Annual Incentive Plan

    Annual Incentive Plan Our annual incentive plan is designed to incentivize performance on key annual financial and strategic priorities that are critical to our long-term success. Under this short-term incentive program, the O&C Committee establishes a target incentive award for each executive as a percentage of salary, performance metrics for the year and target performance levels for each metric.

  50. Quantitative Performance Metrics

    Quantitative Performance Metrics Working with its independent compensation consultant and management, the O&C Committee selects performance metrics that support key strategies to drive sustainable and profitable growth. We simplified our 2023 AIP design to prioritize metrics aligned with our foundational pillars of execution, growth and efficiency.

  51. Quantitative Performance Metrics

    | Performance Metric | Relevance | Weightings | | Adjusted Operating Income(1) | Key financial measure that incentivizes margin expansion | 50% | | Customer Bookings | Leading financial indicator of growth | 30% | | Adjusted Primary Working Capital (PWC) as a % of Sales(2) | Key financial measure that promotes focus on efficient use of capital | 20% |

  52. Quantitative Performance Metrics

    | (1) Adjusted Operating Income is determined by adjusting Operating Income as the Company does in our annual earnings release and then further adjusting such result for the difference between actual and target AIP expense. See Annex I: Reconciliation of Reported Results to Non-GAAP Financial Measures. | | (2) PWC is defined as accounts receivable, net plus inventories, less accounts payable. Adjusted PWC is defined as PWC plus contract assets, less contract liabilities and other current liabilities associated with revenue contracts with customers. Adjusted PWC as a% of Sales represents the full year four-quarter average Adjusted PWC as a percentage of total year-to-date sales. |

  53. Strategic Goals Payout Modifier

    Strategic Goals Payout Modifier In 2023, the O&C Committee retained the strategic payout modifier for Mr. Rowe and his direct reports, including each of the NEOs, to incentivize progress in key strategic areas that are pivotal for the Company’s long-term growth and transformation strategy, while retaining focus on our fundamental quantitative financial and operational goals. The modifier allows for adjustment of otherwise earned payouts by up to +/- 15% based on accomplishments relative to key objectives in each of the strategic categories shown on page 45. The O&C Committee reviews performance results against the preset strategic objectives to determine the appropriate payout modifier of up to +/- 15%.

  54. Quantitative Performance Metrics Targets & Results

    Quantitative Performance Metrics Targets & Results Below is an overview of our performance against the 2023 financial and operational performance metrics. All targets were set in line with our internal business plans and external market guidance and required the same or greater level of effort as in prior years to achieve target performance. Targets represented growth over 2022 actual results except for Bookings, for which the target was set only 2% below 2022 actual. The target was set in this manner to account for large project work in the Pumps division that was awarded in 2022 and did not repeat in 2023.

  55. Quantitative Performance Metrics Targets & Results

    | 2024 PROXY STATEMENT | | 43 |

  56. Quantitative Performance Metrics Targets & Results

    | 2024 PROXY STATEMENT | | 44 |

  57. Strategic Goals Payout Modifier

    Strategic Goals Payout Modifier Below are the Company’s 2023 strategic goal categories, key objectives and accomplishments:

  58. Strategic Goals Payout Modifier

    | ESG | Key objectives: • Progress high-priority ESG roadmap goals • Drive new ESG vision and strategic pillars internally and externally • Implement a software solution to track goals and accomplishments (including for future SEC reporting) |

  59. Strategic Goals Payout Modifier

    | Progress against objectives: • Reached 100% of our 2030 carbon emissions reduction goal by the end of 2023 • Refined ESG roadmap targets to better align with 3D Strategy • Maintained ESG ratings in middle/top quartile among industrial peer group; named one of America’s Greenest Companies and America’s Most Responsible Companies by Newsweek • Progress made driving new ESG vision and strategic pillars: Aligned flowserve.com ESG content with 3D Strategy, published 2023 ESG Report, and ESG presentation to investor community at Investor Day • Implemented Cority ESG software, which enables consistent CO(2) emissions tracking across all Flowserve manufacturing sites • Within our cybersecurity program, obtained ISO/IEC 27001, UK Ministry of Defense Cyber Essentials Plus, and U.S. Department of Energy NIST 800-171 certifications |

  60. Strategic Goals Payout Modifier

    | Expand the Flowserve Core | Key objectives: • Continue to evaluate M&A opportunities • Close and successfully integrate Velan • Offer customers new LNG cryogenic pumps from our new product investments |

  61. Strategic Goals Payout Modifier

    | Progress against objectives: • Developed robust new opportunities in our programmatic funnel • Terminated the Velan transaction due to rejection by the French Ministry of Economy • Closed a strategic investment in Clariter, a cleantech company that produces green sustainable petrochemicals upcycled from plastic waste as an alternative to fossil-based products • Completed product prototyping and testing with commercialization scheduled for 2024 for new product partnerships |

  62. Strategic Goals Payout Modifier

    | Reimagine the Flowserve Core | Key objectives: • Help customers in traditional markets decarbonize their operations • Expand our business in low-carbon markets • Develop a differentiated position in emerging energy transition markets |

  63. Strategic Goals Payout Modifier

    | Progress against objectives: • 3D Bookings represented almost one-third of total Bookings for 2023 • 2023 Energy Transition Bookings grew 37% year-over-year, to $188M • Energy Advantage program gained increasing traction with customers, with over 30 customer sites evaluated in 2023 and average energy savings of over 15% per customer • Established a nuclear strategy positioning Flowserve for above-market growth in key geographies; also increased our focus in the hydrogen, recycling, CCUS, and biofuel markets |

  64. Strategic Goals Payout Modifier

    The O&C Committee discussed the above accomplishments and determined that the 2023 key objectives for the strategic categories had been exceeded for the ESG and Reimagine the Flowserve Core strategic categories and met for the Expand the Flowserve Core strategic category. As a result, the O&C Committee exercised its judgement and determined the payout modifier to be +10% for each member of the ELT.

  65. Strategic Goals Payout Modifier

    | 2024 PROXY STATEMENT | | 45 |

  66. 2023 Annual Incentive Plan Award Payout

    2023 Annual Incentive Plan Award Payout Our alignment of pay and performance is one of the key components of our compensation philosophy. Our 2023 AIP payout is consistent with our strong 2023 performance. Bookings continued to be strong in 2023, but attainment was 2.5% below target. For both Adjusted Operating Income and Adjusted Primary Working Capital as a % of Sales, Flowserve performed strongly and exceeded the targets for both metrics.

  67. 2023 AIP Payout Summary

    2023 AIP Payout Summary

  68. 2023 AIP Payout Summary

    | Named Executive Officer | Target Award | Quantitative Performance Goals Payout % | Strategic Goals Payout Modifier | Total Payout as a % of Target Award | Final Award | | Mr. Rowe | $1,500,000 | 162% | | 178% | $2,670,000 | | Ms. Schwetz | $596,800 | 162% | | 178% | $1,062,304 | | Mr. Duhon | $402,500 | 136% | 1.1x | 150% | $603,750 | | Mr. Wilson | $301,600 | 154% | | 169% | $509,704 | | Ms. Hudson | $275,600 | 162% | | 178% | $490,568 |

  69. Long Term Incentives

    Long Term Incentives The Company’s LTI program is structured to:

  70. Long Term Incentives

    | • | Incentivize participants to achieve the Company’s long-term objectives; | | • | Retain participants to provide continuity of leadership for the benefit of our shareholders; and | | • | Create alignment with long-term interests of the Company’s shareholders. |

  71. 2023 Award Structure

    | • | 50% of the stock units were granted in the form of PSUs | | • | 50% of the stock units were granted in the form of RSUs |

  72. 2023 Award Structure

    The O&C Committee increased the CEO’s 2023 LTI target grant value by $100,000 over the prior year to better align with market pay levels. The increase was awarded entirely in PSUs to enhance the award’s performance alignment. As a result, Mr. Rowe’s 2023 target LTI was delivered 51% in the form of PSUs and 49% in the form of RSUs.

  73. 2023 Performance Stock Unit (PSU) Grant

    2023 Performance Stock Unit (PSU) Grant Aligning with our compensation objectives, performance-based stock awards provide a strong incentive for our executives to achieve specific performance goals over the associated performance period to advance our business strategy, build long-term shareholder value and encourage executive retention.

  74. 2023 Performance Stock Unit (PSU) Grant

    | 2024 PROXY STATEMENT | | 46 |

  75. Performance Metrics

    Performance Metrics Working with its independent consultant and management, the O&C Committee selected the below performance measures for the 2023 performance period, which support our strategic focus on growth, margin expansion, capital efficiency and shareholder value creation.

  76. Performance Metrics

    | Performance Metric | Weighting | Relevance | Measurement | | ROIC | 50% | Incentivize the responsible and efficient allocation of capital to profitable investments | Absolute attainment for each single year 2023, 2024, and 2025 during the 2023 to 2025 performance period with targets established at the beginning of each year. This approach helps address difficulty in goal setting in an industry with volatile end markets and drives strong performance against pre-set annual goals. Earned payout percentages for each year are averaged to determine the payout percentage at the end of the 3-year performance cycle, if any, for the 2023 PSUs tied to the applicable performance metric. | | FCF as a % of Adjusted Net Income(1) | 50% | Manage the business with a focus on operational efficiency | | | rTSR Payout Modifier +/-15% Potential Adjustment | Applies to all PSUs | Reward outperformance or penalize underperformance compared to the market in which Flowserve competes for investor monies | Relative 3-year TSR compared to the 2023 Performance Peer Group (“PPG”), with no upward adjustment if Flowserve’s absolute TSR over the 3-year performance period is negative. |

  77. Performance Metrics

    | (1) FCF as a % of Adjusted Net Income represents net cash flows provided (used) by operating activities less capital expenditures as a percentage of Adjusted Net Earnings (Loss). Adjusted Net Income is definitionally the same as Adjusted Net Earnings (Loss) and the terms are used interchangeably. See Annex I to this Proxy Statement for a reconciliation of Adjusted Net Earnings (Loss) against the most directly comparable GAAP financial measure. |

  78. 2023 ROIC

    2023 ROIC The O&C Committee sets the ROIC goal for each fiscal year at the beginning of the applicable fiscal year. Following the conclusion of the third year, the payout attributable to the ROIC metric for the PSUs then-vesting is determined by averaging the earned payout for each of the three fiscal years in the applicable performance period. In February 2023, the O&C Committee approved the 2023 ROIC goal and payout levels as presented below to cover one-third of each of the 2021, 2022 and 2023 PSU grants.

  79. 2023 ROIC

    | Payout Level | Threshold | Target | Maximum | | Performance Goal | 7.5% | 9.0% | 10.5% | | % Attainment | 83% | 100% | 117% | | Payout % | 50% | 100% | 200% | | Note: Interpolation is used to calculate the payout % for attainment that falls between payout levels shown above. | | | |

  80. FCF as a % of Adjusted Net Income

    FCF as a % of Adjusted Net Income This metric has been in place for 50% of our PSUs since the 2021 grant. For the 2021 and 2022 grants, 3-year targets were utilized; however, the O&C Committee determined it was appropriate beginning with the 2023 PSU grant to set annual targets for this metric (consistent with the ROIC metric) for each fiscal year at the beginning of the applicable fiscal year. The O&C Committee made this decision due to the difficulty in forecasting reliable multi-year goals for this metric, given our volatile end markets and a strong focus on maintaining the rigor of the compensation program. Following the conclusion of the 2023-2025 performance period, the payout attributable to the FCF as a % of Adjusted Net Income metric for the 2023 PSUs will be determined by averaging the earned payout for each of the three fiscal years in the applicable performance period. In February 2023, the O&C Committee approved the 2023 FCF as a % of Adjusted Net Income goal and payout levels as presented below to cover one-third of the 2023 PSU grants.

  81. FCF as a % of Adjusted Net Income

    | Payout Level | Threshold | Target | Maximum | | Performance Goal | 60% | 75% | 90% | | % Attainment | 80% | 100% | 120% | | Payout %: | 50% | 100% | 200% | | Note: Interpolation is used to calculate the payout % for attainment that falls between payout levels shown above. | | | |

  82. rTSR Payout Modifier

    rTSR Payout Modifier Any earned PSUs under both performance metrics shown above are subject to adjustment based on the Company’s 3-year (2023 - 2025) TSR performance relative to the 2023 PPG, as follows:

  83. rTSR Payout Modifier

    | If Flowserve’s absolute TSR performance falls: | The otherwise earned payout is multiplied by: | | At or below the 25th percentile of the PPG | 85% | | Between the 25th and 75th percentiles of the PPG | 100% | | At or above the 75th percentile of the PPG | 115% (unless Flowserve’s absolute TSR is negative, in which case 100% applies) |

  84. 2023 Performance Peer Group (PPG)

    2023 Performance Peer Group (PPG) Each of the companies in the S&P 500 Industrials Index as of January 1, 2023 comprise the PPG (see Annex II).

  85. 2023 RSU Grant

    2023 RSU Grant The 2023 RSUs vest ratably over three years on the first, second and third anniversaries of the grant date. RSUs not only provide a retention incentive, but they also align the interests of grant recipients with those of shareholders with a focus on stock price and TSR.

  86. 2023 RSU Grant

    | 2024 PROXY STATEMENT | | 48 |

  87. SETTLEMENT OF 2021 PERFORMANCE STOCK UNITS

    SETTLEMENT OF 2021 PERFORMANCE STOCK UNITS The PSUs granted in 2021 for the 2021 - 2023 performance period were structured and paid out as follows:

  88. 2021 PSU Structure

    2021 PSU Structure

  89. 2021 PSU Structure

    | Weighting | Performance Metric | Measurement | | 50% | ROIC | Absolute ROIC attainment. Threshold, target and maximum payout levels for each of 2021, 2022, and 2023 were established at the beginning of the respective year. Earned payout percentages for each year were averaged to determine the overall payout percentage for this metric. | | 50% | FCF as a % of Adjusted Net Income | Absolute FCF as a % of Adjusted Net Income attainment. Threshold, target and maximum payout levels for the 3-year performance period were established at the beginning of the performance period. | | +/- 15% Payout Modifier | rTSR | Any earned PSUs under both performance metrics shown above were subject to adjustment based on the Company’s 3-year (2021 - 2023) TSR performance relative to the 2021 Peer Performance Group (see Annex III) based on the payout table established at the beginning of the performance period. |

  90. 2021-2023 ROIC Attainment and Payout %

    2021-2023 ROIC Attainment and Payout % The O&C Committee approved a payout of 98% of the 2021 PSUs granted that were tied to the ROIC performance metric:

  91. 2021-2023 ROIC Attainment and Payout %

    | | | Performance Achieved | | Payout % in Accordance with Pre-established Payout Table | | Year | ROIC Performance Goal (Target) | Attainment | % Attainment of Goal | | | 2021 (Note 1) | 9.75% | 9.7% | 99.5% | 95% | | 2022 | 11.5% | 7.3% | 63.4% | 0% | | 2023 (Notes 2 and 3) | 9.0% | 12.6% | 140% | 200% | | | 3-Year Average ROIC Payout % | | | 98% |

  92. 2021-2023 ROIC Attainment and Payout %

    Note 1: The table above reflects a revised ROIC attainment level for 2021, which was 9.7% but was inadvertently disclosed as 9.9% on page 52 of the Definitive Proxy Statement on Schedule 14A as filed on April 13, 2023. This typographical error did not affect the disclosed or actual payouts. Note 2: The 2023 goal represented a 170 bps improvement over 2022 actual results and maintained the same level of rigor as in the prior performance periods. In 2023, we launched a new operating model to increase speed-to-market and accountability, while driving cost savings. Our improved operating model helped us reduce adjusted primary working capital as a percentage of sales to its lowest level since the onset of the COVID-19 pandemic and to deliver 12.6% ROIC in 2023. Note 3: In determining performance achievement, the O&C Committee determined Net Operating Profit After Taxes by adjusting the following financial statement items consistent with the methodology used for determining all adjusted financials, so that attainment reflects 2023 business results excluding the following one-time events:

  93. 2021-2023 ROIC Attainment and Payout %

    | • | Consolidated Operating Income - See Annex I: Reconciliation of Reported Results to Non-GAAP Financial Measures; and | | • | Certain one-time tax expenses. |

  94. 2021-2023 ROIC Attainment and Payout %

    | 2024 PROXY STATEMENT | | 49 |

  95. 2021-2023 FCF as a % of Adjusted Net Income Attainment and Payout %

    2021-2023 FCF as a % of Adjusted Net Income Attainment and Payout % The O&C Committee determined that no portion of the 2021 PSUs granted that were tied to the FCF as a % of Adjusted Net Income performance metric would pay out:

  96. 2021-2023 FCF as a % of Adjusted Net Income Attainment and Payout %

    | | Performance Achieved | | Payout % in Accordance with Pre-established Payout Table | | FCF as a % of Adjusted Net Income Performance Goal (Target) | Attainment | % Attainment of Goal | | | 90% | 51% | 57% | 0% |

  97. rTSR Payout Modifier

    rTSR Payout Modifier Flowserve’s 3-year TSR of 13.7% fell in the 3rd quartile of the 2021 PPG, resulting in no adjustment to the ROIC and FCF conversion payouts shown above. As a result of our strong pay-for-performance culture, our final 2021 PSU payout was as follows:

  98. 2021 PSU Payout Summary

    2021 PSU Payout Summary

  99. 2021 PSU Payout Summary

    | Metric | Weighting | Payout % | Weighted Payout | | ROIC | 50% | 98% | 49% | | FCF as a % of Adjusted Net Income | 50% | 0% | 0% | | | Payout % (Sum of Weighed Payouts for Each Metric) | | 49% | | | rTSR Payout Modifier | | 1.0x | | | Total Payout Including rTSR Payout Modifier | | 49% |

  100. 2021 PSU Payout Summary

    No discretionary adjustments were considered or made to the formulaic payouts shown above.

  101. 2021 PSU Payout Summary

    | 2024 PROXY STATEMENT | | 50 |

  102. Other Benefits

    | | Plan | Description | Eligible Employees | | Retirement Benefits | Qualified Pension Plan | Tax-qualified pension plan | All salaried U.S. employees Frozen to new participants effective January 1, 2024 and frozen to future accruals as of January 1, 2025 | | | Senior Management Pension Plan | Non-qualified defined benefit plan to restore pension benefits that cannot be provided in a qualified plan due to certain employees’ compensation levels | Executive Officers and U.S. employees that earn eligible compensation in excess of the Internal Revenue Code (“IRC”) 401(a) (17) limit, which was $330,000 for 2023 Frozen to new participants effective January 1, 2024 and contribution credits frozen as of January 1, 2025 | | | Supplemental Executive Pension Plan | Non-qualified supplemental defined benefit plan to maintain competitive benefits | Senior Executives Frozen to new participants effective September 1, 2023 | | | 401(k) Plan | Tax-qualified plan in which Flowserve matches 75% of pre-tax contributions up to 6% In connection with the Qualified Pension Plan and Senior Management Pension Plan freeze, effective as of January 1, 2024 for new employees and January 1, 2025 for existing employees, we will (1) increase the matching contributions under our 401(k) plan to 100% of the first 5% of eligible compensation contributed to the plan, (2) add a discretionary employer contribution of 1.5% of eligible compensation for all eligible employees, and (3) reduce the vesting schedule applicable to employer contributions to run over a three-year rather than a five-year schedule | All U.S. Employees | | | Supplemental Retirement Savings Plan (“SRSP”) | Non-qualified supplemental defined contribution plan to maintain competitive benefits commencing in 2024 for new hires and 2025 for all participants; Provides a discretionary employer contribution of 6.5% of each participant’s eligible compensation in excess of applicable IRS limits | Executive Officers and U.S. employees that earn compensation in excess of the Internal Revenue Code (“IRC”) 401(a)(17) limit, which was $330,000 for 2023 | | Other Benefits | Executive Officer Severance Plan | Provides severance benefits in the event of a qualifying termination | Executive Officers | | | Change in Control Severance Plan | Provides severance benefits upon a qualifying termination in connection with a change in control of the Company | Senior Executives including Executive Officers | | | Limited personal benefits | Executive physical exam, enhanced vacation, financial counseling with a dedicated advisor | Senior Executives |

  103. Change in Control Severance Plan

    Change in Control Severance Plan Each of the NEOs participates in the Company’s CIC Plan. Benefits under the CIC Plan are triggered if, within two years following a change in control the NEO is terminated without cause (and not on account of death or disability) or resigns for reasons constituting a “constructive termination.” Benefits are also triggered if a NEO is terminated within the 90-day period immediately prior to a change in control if such termination (i) occurs after the initiation of discussions leading to such change in control and (ii) can be demonstrated to have occurred at the request or initiation of parties to such change in control. The severance benefits provided upon a termination of employment covered under the CIC Plan include:

  104. Change in Control Severance Plan

    | Plan Provision | CEO | Other Participants Including Other NEOs | | Cash Severance(1) | A lump sum payment equal to 3x the sum of the executive’s annual base salary and target annual incentive | A lump sum payment equal to a multiple of the executive’s annual base salary and target annual incentive as follows: • 2.5x for executive vice presidents(2); • 2.0x for senior vice presidents and presidents; and • 1.5x for vice presidents | | Annual Incentive Plan Award | Payment of pro-rata annual incentive plan target award | | | Long-Term Incentive Awards | Full vesting at target of each cash (if any) or stock-based long-term incentive award. NEOs have 90 days following the date of employment termination to exercise any vested stock options | | | Life, Medical, Health and Accident Benefits | Company provided coverage for the executive and his or her dependents for a number of months following termination equal to annual severance multiplier used to calculate the cash payment, multiplied by 12 months | | | Supplemental Pension Benefits | Supplemental pension benefits equal to the difference between the amounts the executive would have been entitled to had he or she remained employed through the end of the benefits continuation period and the amounts actually received | |

  105. Change in Control Severance Plan

    | (1) For purposes of this calculation, the base salary is the highest of: (i) the highest-annualized monthly base salary during the twelve months preceding the termination; (ii) the base salary in effect on the date of termination; and (iii) the base salary in effect on the date of the change in control. | | (2) The Company does not currently have any Executive Vice Presidents. |

  106. Clawback Policies

    Clawback Policies In the fall of 2023, the O&C Committee adopted a new Dodd-Frank Clawback Policy (the “Dodd-Frank Clawback Policy”) designed to comply with final listing standards adopted by the NYSE to implement Exchange Act Rule 10D-1. Under the Dodd-Frank Clawback Policy, Flowserve will recoup any excess incentive-based compensation earned by an executive officer (including each of our NEOs), on or after October 2, 2023 and during a three fiscal year lookback period, in the event of a financial restatement if a lesser amount of incentive-based compensation would have been earned had such incentive-based compensation been determined based on the restated results. For purposes of the Dodd-Frank Clawback Policy, incentive-based compensation includes any compensation granted, earned or vested based in whole or in part on the Company’s attainment of a financial reporting measure, and includes our 2023 AIP award payouts as well as our 2021 through 2023 PSUs. The O&C Committee simultaneously expanded the Company’s existing Recoupment of Incentive Compensation Policy (the “Misconduct Clawback Policy”), which applies to officers holding a title of Vice President or higher (including all NEOs). The Misconduct Clawback Policy authorizes the O&C Committee to, in its discretion, seek recoupment: (1) of any excess amounts earned under the AIP or any performance-based LTIP (including PSUs) by a covered officer during a three fiscal year lookback period in the event of a financial restatement if it is determined that a lesser amount would have been earned had such compensation been determined based on the restated results, and (2) of any amounts earned under the AIP or any of our equity incentive programs (including both PSUs and time-based RSUs) during the three-year period preceding the discovery of an event the covered officer engages in that constitutes misconduct, including a willful and material violation of our Code of Conduct. These clawback policies reinforce our commitment to integrity and the highest standards of ethical conduct through our compensation program.

  107. Accounting Implications of Executive Compensation

    Accounting Implications of Executive Compensation The Company recognizes compensation expense in our financial statements for all equity-based awards pursuant to the principles set forth in FASB ASC 718, “Compensation—Stock Compensation.” The O&C Committee considered the GAAP accounting implications of the awards in setting the long-term incentive mix and further determined that the mix of RSUs and PSUs was appropriate for 2023.

  108. Executive Compensation Program Review and Compensation Risk

    | Attribute | Risk-Mitigating Effect | | Emphasis on long-term, equity-based compensation subject to our rigorous Clawback Policies | Discourages risk-taking that produces short-term results at the expense of building long-term shareholder value | | Long vesting requirements: • 3-year ratable vesting for RSUs • 3-year performance period for PSUs | | | AIP and PSU payouts are capped | | | The O&C Committee can exercise discretion in determining AIP payouts | | | Robust stock ownership guidelines | Helps ensure alignment with shareholder interests | | No derivative transactions allowed | | | Independent compensation consultant retained by the O&C Committee | Incentive programs are balanced to reward the accomplishment of appropriate short-term goals that facilitate long-term sustainability and growth for shareholders |

  109. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation information for 2023, 2022 and 2021 for our Named Executive Officers.

  110. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compen- sation ($)(2) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compen- sation ($)(3) | Total ($) | | R. Scott Rowe President and Chief Executive Officer | 2023 | 1,200,000 | — | 6,270,244 | — | 2,670,000 | 422,246 | 20,996 | 10,583,487 | | | 2022 | 1,181,962 | — | 5,942,446 | — | 1,179,210 | 377,658 | 21,617 | 8,702,893 | | | 2021 | 1,133,000 | — | 10,007,824 | — | 1,016,981 | 300,060 | 20,240 | 12,478,105 | | Amy B. Schwetz Senior Vice President and Chief Financial Officer | 2023 | 734,416 | — | 1,928,159 | — | 1,062,304 | 163,055 | 37,707 | 3,925,641 | | | 2022 | 693,963 | — | 1,705,192 | — | 442,109 | 143,165 | 30,244 | 3,014,673 | | | 2021 | 664,250 | — | 2,427,731 | — | 375,590 | 121,896 | 26,524 | 3,615,991 | | Lamar L. Duhon President, Flowserve Pumps Division | 2023 | 527,885 | — | 856,976 | — | 603,750 | 82,771 | 31,589 | 2,102,970 | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | | Kirk R. Wilson President, Flow Control Division | 2023 | 459,109 | — | 696,265 | — | 509,704 | 147,453 | 12,936 | 1,825,467 | | | — | — | — | — | — | — | — | — | — | | | — | — | — | | — | — | — | — | — | | Susan C. Hudson Senior Vice President, Chief Legal Officer and Corporate Secretary | 2023 | 417,538 | — | 696,265 | — | 490,568 | 80,944 | 30,516 | 1,715,832 | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — |

  111. Summary Compensation Table

    | (1) Represents the grant date fair value of long-term equity incentive awards under the Company’s long-term incentive program computed in accordance with FASB ASC 718 “Compensation—Stock Compensation”, excluding the impact of forfeitures. Stock awards include the annual incentive awards granted in the form of restricted stock units that vest ratably over a three-year period and contingent performance share units. The performance criteria for the performance share units are described in further detail under the caption “2023 Executive Compensation Decisions—Long Term Incentives” above. The reported value of the performance share units is computed based on the grant date estimate of compensation cost to be recognized over the three-year period, which was 100%, or “target”. Payout for the contingent performance awards can range from 0 shares to a maximum of 230% of target (assuming maximum performance and application of the +15% rTSR modifier). Assumptions used in the valuations are discussed in Note 7 to the Company’s audited consolidated financial statements for the year ended December 31, 2023 in the Annual Report. | | The value of the 2023 stock awards are calculated using a price per share of $35.89, the closing market price of the Company’s common stock as reported by the NYSE on February 17, 2023, the date of the grant. The table below sets forth each NEO’s long-term equity incentive awards granted in 2023. |

  112. Summary Compensation Table

    | Name | Restricted Stock Units (#) | Value of Restricted Stock Units ($) | Performance Share Units Target (#) | Performance Share Units – Target ($)(A) | Performance Share Units – Maximum (#) | Performance Share Units – Maximum ($)(B) | | R. Scott Rowe | 82,900 | 2,975,281 | 85,784 | 3,294,963 | 197,303 | 7,081,205 | | Amy B. Schwetz | 25,951 | 931,381 | 25,951 | 996,778 | 59,687 | 2,142,166 | | Lamar L. Duhon | 11,534 | 413,955 | 11,534 | 443,021 | 26,528 | 952,090 | | Kirk R. Wilson | 9,371 | 336,325 | 9,371 | 359,940 | 21,553 | 773,537 | | Susan C. Hudson | 9,371 | 336,325 | 9,371 | 359,940 | 21,553 | 773,537 |

  113. Summary Compensation Table

    | (A) The contingent performance share units vest based on the achievement of ROIC, Free Cash Flow and relative TSR metrics. The amounts disclosed in this column have a fair value of $38.41 per share calculated using the Monte Carlo simulation. | | (B) The maximum potential value of the contingent share units assumes a 230% payout after application of the rTSR payout modifier and is based on the $35.89 per share closing market price as reported by the NYSE on February 17, 2023, the date of the grant. | | (2) The amounts in this column represent the earned annual cash incentive awards under the Company’s Annual Incentive Plan for the applicable year. |

  114. Summary Compensation Table

    | 2024 PROXY STATEMENT | | 57 |

  115. Summary Compensation Table

    | (3) This column includes the following components for the Named Executive Officers for 2023, calculated at the aggregate incremental cost to the Company: |

  116. Summary Compensation Table

    | Name | Defined Contribution Retirement Plan Contributions ($) | Insurance Premiums(A) ($) | Other ($) | Total ($) | | R. Scott Rowe | 14,850 | 2,034 | 4,112(B) | 20,996 | | Amy B. Schwetz | 14,850 | 962 | 21,895(C) | 37,707 | | Lamar L. Duhon | 14,850 | 814 | 15,925(D) | 31,589 | | Kirk R. Wilson | 11,186 | 1,750 | — | 12,936 | | Susan C. Hudson | 14,044 | 547 | 15,925(D) | 30,516 |

  117. Summary Compensation Table

    | (A) Reflects annual premiums for group term life insurance. | | (B) Reflects amounts attributable to an annual physical exam. | | (C) Reflects amounts attributable to annual physical exam ($5,970) and annual financial counseling ($15,925). | | (D) Reflects amounts attributable to annual financial counseling. |

  118. Summary Compensation Table

    | 2024 PROXY STATEMENT | | 58 |

  119. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to 2023 plan-based awards granted to the Named Executive Officers during the year ended December 31, 2023.

  120. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Stock or Units (#) | and Option Awards ($)(3) | | R. Scott Rowe | | 637,500 | 1,500,000 | 3,450,000 | — | — | — | — | — | | | 2/17/2023 | — | — | — | 36,458 | 85,784 | 197,303 | — | 3,294,963(4) | | | 2/17/2023 | — | — | — | — | — | — | 82,900(5) | 2,975,281 | | Amy B. Schwetz | | 253,640 | 596,800 | 1,372,640 | — | — | — | | — | | | 2/17/2023 | — | — | — | 11,029 | 25,951 | 59,687 | — | 996,778(4) | | | 2/17/2023 | — | — | — | — | — | — | 25,951(5) | 931,381 | | Lamar L. Duhon | | 171,063 | 402,500 | 925,750 | — | — | — | — | — | | | 2/17/2023 | — | — | — | 4,902 | 11,534 | 26,528 | — | 443,021(4) | | | 2/17/2023 | — | — | — | — | — | — | 11,534(5) | 413,955 | | Kirk R. Wilson | | 128,180 | 301,600 | 693,680 | — | — | — | — | — | | | 2/17/2023 | — | — | — | 3,983 | 9,371 | 21,553 | — | 359,940(4) | | | 2/17/2023 | — | — | — | — | — | — | 9,371(5) | 336,325 | | Susan C. Hudson | | 117,130 | 275,600 | 633,880 | — | — | — | — | — | | | 2/17/2023 | — | — | — | 3,983 | 9,371 | 21,553 | — | 359,940(4) | | | 2/17/2023 | — | — | — | — | — | — | 9,371(5) | 336,325 |

  121. 2023 Grants of Plan-Based Awards

    | (1) Under the Annual Incentive Plan, the primary performance measures are internally defined metrics set by the O&C Committee. In February 2023, the O&C Committee approved metrics based on adjusted operating income, adjusted primary working capital as a percentage of sales and customer bookings. Actual amounts payable under the Annual Incentive Plan, if any, can range from 50% (Threshold) to 200% (Maximum) of the target amounts for the Named Executive Officers based upon the extent to which performance under the foregoing criteria meets, exceeds or is below the target. In addition, the payment is subject to a strategic goals payout modifier which may increase or decrease the payout by +/-15%. These amounts represent amounts payable if the Named Executive Officer is employed for the full calendar year. Actual payout for 2023 was 178% of the target amount for Mr. Rowe and Mses. Schwetz and Hudson, 150% of the target amount for Mr. Duhon and 169% for Mr. Wilson. | | (2) The number of shares listed represents long-term equity incentive awards in the form of PSUs under the Company’s long-term incentive program. The performance criteria for these awards are discussed in “2023 Executive Compensation Decisions—Long Term Incentives” above. | | (3) These amounts represent the fair value, as determined under FASB ASC Topic 718, of the stock awards based on the grant date fair value estimated by the Company for financial reporting purposes. | | (4) Represents the fair value on the date of grant, as described in footnote (2), of the “target” award for the contingent performance share units. During the performance period, earned and unearned compensation expense is adjusted based on changes in the expected achievement of the performance targets. | | (5) The amounts shown reflect the number of annual RSUs granted to each Named Executive Officer under the Company’s long-term incentive plan. |

  122. 2023 Grants of Plan-Based Awards

    | 2024 PROXY STATEMENT | | 59 |

  123. Outstanding Equity Awards at Year-End 2023

    Outstanding Equity Awards at Year-End 2023 The following table sets forth information with respect to outstanding equity awards held as of December 31, 2023, by the Named Executive Officers.

  124. Outstanding Equity Awards at Year-End 2023

    | | Option Awards | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) ($) | | R. Scott Rowe | 114,943(2) | 48.63 | 5/4/2027 | 247,218(3) | 10,190,345 | — | — | | | — | — | — | — | — | 38,222(4) | 1,575,515 | | | — | — | — | — | — | 91,869(5) | 3,786,844 | | | — | — | — | — | — | 200,695(6) | 8,272,646 | | Amy B. Schwetz | — | — | — | 65,481(7) | 2,699,115 | — | — | | | — | — | — | — | — | 10,770(4) | 443,950 | | | — | — | — | — | — | 26,362(5) | 1,086,639 | | | — | — | — | — | — | 60,713(6) | 2,502,605 | | Lamar L. Duhon | — | — | — | 17,324(8) | 714,098 | — | — | | | — | — | — | — | — | 8,388(5) | 345,755 | | | — | — | — | — | — | 26,984(6) | 1,112,291 | | Kirk R. Wilson | — | — | — | 23,862(9) | 983,612 | — | — | | | — | — | — | — | — | 4,168(4) | 171,796 | | | — | — | — | — | — | 9,586(5) | 395,130 | | | | | | | — | 21,924(6) | 903,700 | | Susan C. Hudson | — | — | — | 14,742(10) | 607,652 | — | — | | | — | — | — | | | — | — | | | — | — | — | — | — | 5,923(5) | 244,147 | | | | | | | | 21,924(6) | 903,700 |

  125. Outstanding Equity Awards at Year-End 2023

    | (1) Calculated using a price per share of $41.22 the closing market price of the Company’s common stock as reported by the NYSE on December 29, 2023, the last trading date of the Company’s last completed fiscal year. The RSU and contingent performance share unit amounts include dividend equivalents accrued on the “target” award, which will vest only to the same extent as the underlying award, if at all. | | (2) All stock options vested on April 1, 2020. | | (3) 30,771 RSUs vested on February 15, 2024, 102,142 RSUs vested on February 16, 2024, and 28,245 RSUs vested on February 17, 2024, in each case including accrued dividend equivalents. Mr. Rowe’s remaining RSUs vest as follows: 30,772 shares of RSUs on February 15, 2025; 28,245 RSUs on February 17, 2025; and 28,244 RSUs on February 17, 2026. | | (4) These represent contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2021 plan were based on: 1) ROIC improvement goals compared to the Company’s long-term ROIC targets and 2) Free Cash Flow as a percent of net income, including a secondary measure of relative TSR which could increase or decrease the award 15% compared to that of the PPG for the same period. Payouts could range from 0 shares to a maximum of 230% of the target. In February of 2024, these awards were certified based on performance through December 31, 2023 and paid out at 49% of target and are reflected at such level in the table above. | | (5) These represent contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2022 plan are based on: 1) ROIC improvement goals compared to the Company’s long-term ROIC targets and 2) Free Cash Flow as a percent of net income, including a secondary measure of relative TSR which can increase or decrease the award 15% compared to that of the PPG for the same period. Payouts can range from 0 shares to a maximum of 230% of the target. In accordance with SEC requirements, these contingent performance share units are shown at target in this table. | | (6) These represent contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2023 plan are based on: 1) ROIC improvement goals compared to the Company’s long-term ROIC targets and 2) Free Cash Flow as a percent of net income. Payouts can range from 0 shares to a maximum of 230% of the target. In accordance with SEC requirements, these contingent performance share units are shown at maximum in this table. |

  126. Outstanding Equity Awards at Year-End 2023

    | 2024 PROXY STATEMENT | | 60 |

  127. Outstanding Equity Awards at Year-End 2023

    | (7) 8,830 RSUs vested on February 15, 2024, 21,614 RSUs vested on February 16, 2024, and 8,842 RSUs vested on February 17, 2024, including accrued dividend equivalents. Ms. Schwetz’s remaining RSUs vest as follows: 8,830 RSUs on February 15, 2025; 8,932 RSUs on February 17, 2025, and 8,931 on February 17, 2026. | | (8) 2,809 RSUs vested on February 15, 2024 and 3,930 RSUs vested on February 17, 2024, including accrued dividend equivalents. Mr. Duhon’s remaining RSUs vest as follows: 2,810 RSUs on February 15, 2025; 3,930 RSUs on February 17, 2025, and 3,929 on February 17, 2026. | | (9) 3,114 RSUs vested on February 15, 2024, 8,463 RSUs vested on February 16, 2024, and 3,096 RSUs vested on February 17, 2024, including accrued dividend equivalents. Mr. Wilson’s remaining RSUs vest as follows: 3,114 RSUs on February 15, 2025; 3,097 RSUs on February 17, 2025, and 3,096 on February 17, 2026. | | (10) 1,348 RSUs vested on February 15, 2024, 1,071 RSUs vested on February 16, 2024, and 3,193 RSUs vested on February 17, 2024, in each case including accrued dividend equivalents. Ms. Hudson’s remaining RSUs vest as follows: 734 RSUs on May 23, 2024; 1,349 RSUs on February 15, 2025; 734 RSUs on May 23, 2025; 3,193 RSUs on February 17, 2025, and 3,192 RSUs on February 17, 2026. |

  128. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth certain information with respect to restricted stock unit vesting during the fiscal year ended December 31, 2023, with respect to the Named Executive Officers. No Named Executive Officers exercised any stock options during 2023.

  129. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | R. Scott Rowe | 125,097 | 4,528,799 | | Amy B. Schwetz | 37,188 | 1,345,166 | | Lamar L. Duhon | 2,749 | 101,026 | | Kirk R. Wilson | 12,393 | 448,413 | | Susan C. Hudson | 3,602 | 129,522 |

  130. 2023 Option Exercises and Stock Vested

    | (1) The number of shares reported includes shares that were surrendered during the fiscal year ended December 31, 2023, to pay for taxes upon the vesting of restricted stock units and performance share units. |

  131. 2023 Option Exercises and Stock Vested

    | 2024 PROXY STATEMENT | | 61 |

  132. 2023 Pension Benefits

    2023 Pension Benefits The following table sets forth certain information as of December 31, 2023, with respect to potential payments under our pension plans for each Named Executive Officer. Please refer to “Executive Compensation—Other Benefits” above for a narrative description of the material factors necessary to an understanding of our pension plans.

  133. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | R. Scott Rowe | Qualified — Cash Balance(1) | 6.8 | 153,082 | — | | | Non-Qualified — SMRP | 6.8 | 1,132,392 | — | | | Non-Qualified — SERP | 6.8 | 774,005 | — | | Amy B. Schwetz | Qualified — Cash Balance(1) | 3.8 | 79,614 | — | | | Non-Qualified — SMRP | 3.8 | 216,218 | — | | | Non-Qualified — SERP | 3.8 | 200,946 | — | | Lamar L. Duhon | Qualified — Cash Balance(1) | 2.0 | 40,173 | — | | | Non-Qualified — SMRP | 2.0 | 32,780 | — | | | Non-Qualified — SERP | 2.0 | 53,663 | — | | Kirk R. Wilson | Qualified — Cash Balance(1) | 36.6 | 398,022 | — | | | Non-Qualified — SMRP | 36.6 | 529,682 | — | | | Non-Qualified — SERP | 36.6 | 265,595 | — | | Susan C. Hudson | Qualified — Cash Balance(1) | 7.7 | 120,927 | — | | | Non-Qualified — SMRP | 7.7 | 38,666 | — | | | Non-Qualified — SERP | 7.7 | 44,623 | — |

  134. 2023 Pension Benefits

    | (1) The Company sponsors cash balance designed pension plans for eligible employees. Each executive accumulates a notional amount derived from the plan provisions; each Named Executive Officer’s account balances as of December 31, 2023, are presented above. We believe that this is the best estimate of the present value of accumulated benefits. |

  135. 2023 Pension Benefits

    | 2024 PROXY STATEMENT | | 62 |

  136. Quantification of Potential Payments

    Quantification of Potential Payments The following table sets forth the estimated value of the potential payments to each of the Named Executive Officers, assuming the executive’s employment had terminated on December 31, 2023, under the scenarios outlined below. For the events of termination involving a change in control, we assumed that the change in control also occurred on December 31, 2023. In addition to the payments set forth in the following tables, the Named Executive Officers may receive certain payments upon their termination or a change in control pursuant to our Qualified Pension Plan, SERP and SMRP. Previously vested amounts and contributions made to such plans by each Named Executive Officer are disclosed in the “2023 Pension Benefits” table.

  137. Quantification of Potential Payments

    | | | Payout ($) | | | | | | Triggering Event | Compensation Component | R. Scott Rowe | Amy B. Schwetz | Lamar L. Duhon | Kirk R. Wilson | Susan C. Hudson | | Death | Life Insurance (1.5x base salary; third party payment, max $1.5) | 1,500,000 | 1,119,000 | 862,500 | 696,000 | 636,000 | | | Immediate vesting of outstanding equity awards(2) | 17,659,261 | 4,897,492 | 1,550,947 | 1,780,251 | 1,250,752 | | | Total | 19,159,261 | 6,016,492 | 2,413,447 | 2,476,251 | 1,886,752 | | Disability | Short-term and long-term disability benefit to age 65 (third party payment) | 3,280,000 | 3,918,400 | 3,070,000 | 2,225,600 | 4,609,600 | | | Immediate vesting of outstanding equity awards(2) | 17,659,261 | 4,897,492 | 1,550,947 | 1,780,251 | 1,250,752 | | | Total | 20,939,261 | 8,815,892 | 4,620,947 | 4,005,851 | 5,860,352 | | Retirement(1) | Vesting of outstanding equity awards(3) | — | — | — | 1,545,368 | — | | | Total | — | — | — | 1,545,368 | — | | Termination Without Cause by the Company Not in Connection with Change in Control | Termination payment (2x base salary) | 2,400,000 | 1,492,000 | 1,150,000 | 928,000 | 848,000 | | | Target annual incentive award | 1,500,000 | 596,800 | 402,500 | 301,600 | 275,600 | | | Vesting of outstanding equity(4) | 2,432,644 | 363,966 | 277,789 | 255,981 | 217,443 | | | Cash payment in lieu of vesting of RSU | 4,210,252 | 303,450 | — | 348,793 | 44,107 | | | Total | 10,542,896 | 2,756,216 | 1,830,289 | 1,834,374 | 1,385,151 | | Change in Control — Termination Without Cause by the Company or Constructive Termination | Termination payment (base salary times applicable multiplier) | 3,600,000 | 1,492,000 | 1,150,000 | 928,000 | 848,000 | | | Termination payment (target annual incentive award times applicable multiplier) | 4,500,000 | 1,193,600 | 805,000 | 603,200 | 551,200 | | | Immediate vesting of outstanding equity awards(2) | 17,659,261 | 4,897,492 | 1,550,947 | 1,780,251 | 1,250,752 | | | Supplemental pension benefit | 1,010,440 | 293,969 | 192,318 | 272,713 | 259,584 | | | Health & welfare benefit | 92,318 | 79,670 | 63,933 | 74,620 | 12,170 | | | Total | 26,862,019 | 7,956,731 | 3,762,198 | 3,658,784 | 2,921,706 |

  138. Quantification of Potential Payments

    | (1) Mr. Wilson was the only Named Executive Officer eligible to retire on December 31, 2023. | | (2) 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 29, 2023 ($41.22). | | (3) Mr. Wilson’s special, one-time outstanding restricted stock award from 2021 would not vest upon his retirement from the Company which accounts for the difference between the retirement and disability payouts for Mr. Wilson. | | (4) For equity awards, these amounts were calculated using the treatment set forth under the Officer Severance Plan and using the market price per share of the Company’s common stock on December 29, 2023 ($41.22). The treatment of outstanding equity awards upon a termination of employment without cause not in connection with a change in control is discussed in “2023 Executive Compensation Decisions—Other Benefits” above. |

  139. Quantification of Potential Payments

    | 2024 PROXY STATEMENT | | 63 |

  140. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as calculated under SEC regulations) and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with Company performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  141. PAY VERSUS PERFORMANCE

    | PEO = Principal Executive Officer NEO = Named Executive Officer | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table (SCT) Total for PEO(1) | Compensation Actually Paid (CAP) to PEO(2) | Average SCT Total for Non- PEO NEOs(3) | Average CAP to Non-PEO NEOs(4) | Total Shareholder Return (TSR)(5) | Peer Group TSR(6) | Net Income ($M)(7) | Adjusted Operating Income(8) | | 2023 | $10,583,487 | $15,439,806 | $2,392,478 | $2,962,426 | $91.48 | $150.04 | $187 | $463 | | 2022 | $8,702,893 | $6,339,788 | $2,028,865 | $1,628,059 | $66.62 | $127.07 | $189 | $200 | | 2021 | $12,478,106 | $8,468,743 | $2,420,811 | $1,933,079 | $64.63 | $134.48 | $126 | $284 | | 2020 | $8,332,455 | $691,731 | $1,782,163 | $1,322,337 | $76.13 | $111.05 | $130 | $367 |

  142. PAY VERSUS PERFORMANCE

    | (1) The dollar amounts reported are the amounts in the “Total” column of the Summary Compensation Table in each applicable year. |

  143. PAY VERSUS PERFORMANCE

    | (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to the Summary Compensation total compensation to determine the compensation actually paid: |

  144. PAY VERSUS PERFORMANCE

    | Year | Reported Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Value of Change in Pension(c) | Change in Pension Adjustments(d) | CAP to PEO | | 2023 | $10,583,487 | $(6,270,244) | $11,273,271 | $(422,246) | $275,538 | $15,439,806 | | 2022 | $8,702,893 | $(5,942,446) | $3,636,080 | $(377,658) | $320,919 | $6,339,788 |

  145. PAY VERSUS PERFORMANCE

    | (a) The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. | | (b) The valuation assumptions used to determine fair values as of each applicable year-end or vesting date did not materially differ from those used to determine fair value at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  146. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Change from Prior Year End to Vesting Date in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments | | 2023 | $8,588,061 | $1,966,755 | $718,455 | $11,273,271 | | 2022* | $5,671,960 | $(2,190,990) | $155,110 | $3,636,080 |

  147. PAY VERSUS PERFORMANCE

    * The Company identified a mathematical error in the “compensation actually paid” valuations conducted for 2022, resulting in the overstatement of certain equity values reported for the PEO. The value for performance-based awards was not appropriately adjusted to reflect the change in the probable outcome of performance conditions at year end. The Company has corrected these inadvertent errors in the reconciliations shown here.

  148. PAY VERSUS PERFORMANCE

    | (c) The value shown represents the aggregate change in the actuarial present value of accumulated benefits under defined benefit pension plans as reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column in the Summary Compensation Table for the applicable year. | | (d) The change in pension adjustments for each applicable year reflects the service cost attributable to services rendered during the applicable year. |

  149. PAY VERSUS PERFORMANCE

    | 2024 PROXY STATEMENT | | 64 |

  150. PAY VERSUS PERFORMANCE

    | (3) The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Amy Schwetz, Lamar Duhon, Kirk Wilson and Susan Hudson (ii) for 2022 and 2021, Amy Schwetz, Elizabeth Burger, Keith Gillespie, and Tamara Morytko; and (iii) for 2020, Amy Schwetz, Elizabeth Burger, Keith Gillespie, Lanesha Minnix and John Roueche. |

  151. PAY VERSUS PERFORMANCE

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the applicable non-PEO NEOs as a group (as described in footnote (3), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid: |

  152. PAY VERSUS PERFORMANCE

    | Year | Average Reported SCT Total for non-PEO NEOs | Average Reported Value of Equity Awards(a) | Average Equity Award Adjustments(b) | Average Reported Value of Change in Pension(c) | Average Change in Pension Adjustments(d) | Average CAP to Non-PEO NEOs | | 2023 | $2,392,478 | $(1,044,417) | $1,666,331 | $(118,556) | $66,590 | $2,962,426 | | 2022 | $2,028,865 | $(943,024) | $575,528 | $(130,776) | $97,466 | $1,628,059 |

  153. PAY VERSUS PERFORMANCE

    | (a) The average reported value of equity awards represents the average total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year for non-PEO NEOs. | | (b) The amounts deducted or added in calculating the total average equity award adjustments for non-PEO NEOs are as follows: |

  154. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Change from Prior Year End to Vesting Date in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Average Equity Award Adjustments | | 2023 | $1,424,103 | $160,929 | $81,299 | $1,666,331 | | 2022* | $900,110 | $(345,536) | $20,954 | $575,528 |

  155. PAY VERSUS PERFORMANCE

    * The Company identified a mathematical error in the “compensation actually paid” valuations conducted for 2022, resulting in the overstatement of certain equity values reported for each of the NEOs. The Company has corrected these inadvertent errors in the reconciliations shown here.

  156. PAY VERSUS PERFORMANCE

    | (c) The value shown represents the average aggregate change in the actuarial present value of accumulated benefits under defined benefit pension plans as reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column in the Summary Compensation Table for the applicable year for non-PEO NEOs. | | (d) The average change in pension adjustments for each applicable year reflects the service cost attributable to services rendered during the applicable year for non-PEO NEOs. |

  157. PAY VERSUS PERFORMANCE

    | (5) Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for all rows in the table is December 31, 2019. | | (6) The peer group used for this purpose is the S&P 500 Industrials Index. | | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. | | (8) Represents the Company’s Adjusted Operating Income as used in determining incentive compensation payouts under the Company’s Annual Incentive Plan. For information on how this is calculated from our audited financial statements, see Annex I: Reconciliation of Reported Results to Non-GAAP Financial Results. |

  158. PAY VERSUS PERFORMANCE

    | 2024 PROXY STATEMENT | | 65 |

  159. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all such Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphical presentations of the relationships between information presented in the Pay versus Performance table.

  160. Compensation Actually Paid, Cumulative TSR and Cumulative TSR of the Peer Group

    Compensation Actually Paid, Cumulative TSR and Cumulative TSR of the Peer Group

  161. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  162. Compensation Actually Paid and Adjusted Operating Income

    Compensation Actually Paid and Adjusted Operating Income

  163. CEO PAY RATIO FOR FISCAL YEAR 2023

    CEO PAY RATIO FOR FISCAL YEAR 2023

  164. Pay Ratio

    Pay Ratio Our CEO to median-compensated employee pay ratio has been calculated in accordance with the applicable rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Mr. Rowe had 2023 total compensation of $10,612,226, which reflects the total compensation reported in the “Summary Compensation Table” in this proxy statement, plus the employer-paid portion of health, vision and dental benefits and disability insurance premiums available to U.S. full-time employees. Our median employee’s annual total compensation for 2023 was $75,833, calculated using the same methodology as used in the calculation of our CEO’s compensation discussed above. As a result, the annual total compensation for our CEO in 2023 was approximately 140 times that of our median employee’s annual total compensation.

  165. Director Nominees for Inclusion in the 2025 Proxy Statement (Proxy Access)

    Director Nominees for Inclusion in the 2025 Proxy Statement (Proxy Access) In order for an eligible shareholder or group of shareholders to nominate a director nominee for election at our 2025 Annual Meeting of shareholders pursuant to the proxy access provision of our By-Laws, the shareholder must submit notice of such nomination and other required information in writing between November 3, 2024 and December 3, 2024. If, however, the 2025 Annual Meeting is held more than 30 days before or more than 60 days after the anniversary of the 2024 Annual Meeting, the shareholder must submit any such notice and other required information between (i) 150 calendar days prior to the 2025 Annual Meeting and (ii) the later of 120 calendar days prior to the 2025 Annual Meeting or 10 days following the date on which the date of the 2025 Annual Meeting is first publicly announced. The nomination and supporting materials must also comply with the requirements set forth in our By-Laws for inclusion of director nominees in the proxy statement.