DEF 14A of Flowserve Corp, Apr 2, 2025

DEF 14A of Flowserve Corp

Filed Apr 2, 2025 · FY20240001308179-25-000353

Open on EDGAR

  1. Board Nominees (Page 18)

    Board Nominees (Page 18)

  2. Board Nominees (Page 18)

    | | | | | R. SCOTT ROWE President & CEO, Flowserve Age: 54 Director since 2017 Committees: None Other Public Company Boards: 1 | SUJEET CHAND Independent Age: 67 Director since 2019 Committees: Other Public Company Boards: 2 | RUBY R. CHANDY Independent Age: 63 Director since 2017 Committees: Other Public Company Boards: 2 | | | | | | GAYLA J. DELLY Independent Age: 65 Director since 2008 Committees: Other Public Company Boards: 2 | JOHN L. GARRISON Independent Age: 64 Director since 2018 Committees: Other Public Company Boards: 1 | CHERYL H. JOHNSON Independent Age: 64 Director since 2023 Committees: Other Public Company Boards: None | | | | | | MICHAEL C. MCMURRAY Independent Age: 60 Director since 2018 Committees: Other Public Company Boards: None | THOMAS B. OKRAY Independent Age: 62 Director since 2023 Committees: Other Public Company Boards: 1 | ROSS B. SHUSTER Independent Age: 59 Director since N/A Committees: Other Public Company Boards: None | | | | | | KENNETH I. SIEGEL Independent Age: 68 Director since 2022 Committees: Other Public Company Boards: 2 | | |

  3. Board Nominees (Page 18)

    | (1) Subject to, and effective upon, his election at the Annual Meeting. |

  4. Board Nominees (Page 18)

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

  5. Board Nominees (Page 18)

    | 4 | 2025 PROXY STATEMENT |

  6. 2024 Executive Total Compensation Mix

    | CEO PAY RATIO FOR FISCAL YEAR 2024 | 70 | | PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 71 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 72 | | SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS | 73 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 74 | | EQUITY COMPENSATION PLAN INFORMATION | 75 | | PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS OUR INDEPENDENT AUDITOR FOR 2025 | 76 | | OTHER AUDIT INFORMATION | 77 | | Relationship with Independent Registered Public Accounting Firm | 77 | | Audit and Non-Audit Fees and Services | 77 | | Audit Committee Approval Policy | 77 | | REPORT OF THE AUDIT COMMITTEE | 78 | | PROPOSAL FOUR: ELIMINATE ONE-YEAR HOLDING PERIOD REQUIREMENT TO CALL A SPECIAL SHAREHOLDER MEETING | 79 | | OTHER MATTERS | 82 | | GENERAL VOTING AND MEETING INFORMATION | 83 | | Frequently Asked Questions About The Annual Meeting & Proxy Materials | 83 | | ANNEX I: RECONCILIATION OF REPORTED RESULTS TO NON-GAAP FINANCIAL MEASURES | 89 | | ANNEX II: 2024-2026 PEER PERFORMANCE GROUP | 91 | | ANNEX III: 2022-2024 PEER PERFORMANCE GROUP | 92 |

  7. Nominees to Serve an Annual Term Expiring at the 2026 Annual Meeting of Shareholders

    | R. Scott Rowe | | | Director since: Apr. 2017 Age: 54 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. |

  8. Nominees to Serve an Annual Term Expiring at the 2026 Annual Meeting of Shareholders

    | Sujeet Chand | | | Director since: Dec. 2019 Age: 67 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. Mr. Chand earned the CERT Certificate in Cybersecurity Oversight through the NACD Cyber-Risk Oversight Program. Additionally, Mr. Chand has valuable multinational executive leadership and manufacturing experience from Rockwell Automation and XAP Corporation. |

  9. Nominees to Serve an Annual Term Expiring at the 2026 Annual Meeting of Shareholders

    | Ruby R. Chandy | | | Director since: May 2017 Age: 63 Board Committees: ● Audit ● 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. |

  10. Nominees to Serve an Annual Term Expiring at the 2026 Annual Meeting of Shareholders

    | Gayla J. Delly | | | Director since: Jan. 2008 Age: 65 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. | Executive 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. |

  11. Nominees to Serve an Annual Term Expiring at the 2026 Annual Meeting of Shareholders

    | John L. Garrison | | | Director since: Oct. 2018 Age: 64 Board Committees: ● Organization & Compensation — Chair ● Corporate Governance & Nominating Current Public Company Directorships: ● Stanley Black & Decker, Inc. 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) ● Bell Helicopter, a segment of Textron, Inc., and an aerospace manufacturer | President and Chief Executive Officer (2009 – 2015) ● United States Army | Captain (1982 – 1992) Other Current Public Company Directorships ● Stanley Black & Decker, Inc., a global provider of hand tools, power tools, outdoor products and related accessories, and engineered fastening solutions | Director (2024 – Present) 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. |

  12. Nominees to Serve an Annual Term Expiring at the 2026 Annual Meeting of Shareholders

    | Cheryl H. Johnson | | | Director since: Dec. 2023 Age: 64 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 – retirement in 2025)(1) ● Textron, an industrial manufacturer of specialized vehicles, 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 2026 Annual Meeting of Shareholders

    | Michael C. McMurray | | | Director since: Oct. 2018 Age: 60 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 – retirement in 2025)(1) ● 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. |

  14. Nominees to Serve an Annual Term Expiring at the 2026 Annual Meeting of Shareholders

    | Thomas B. Okray | | | Director since: Apr. 2023 Age: 62 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). Nikola filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in February 2025. ● Eaton Corp, a multinational intelligent power management technologies company | Executive Vice President and Chief Financial Officer (2021 – 2024) ● 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. |

  15. Nominees to Serve an Annual Term Expiring at the 2026 Annual Meeting of Shareholders

    | Ross B. Shuster | | | Director since: N/A Age: 59 Board Committees: ● Organization & Compensation(1) ● Corporate Governance & Nominating(1) Current Public Company Directorships: ● None Past Public Company Directorships: ● None | Employment History ● Copeland, a global climate technologies company | Chief Executive Officer and Member of the Board of Directors (2023 – Present) ● Howden, a leading global provider of mission critical air and gas handling products and services | Chief Executive Officer & Member of the Board of Directors (2019 – 2023) ● United Technologies Corporation, a former multinational manufacturing conglomerate | President, Global Business Unit – Climate Controls & Security (2015 – 2019) ● United Technologies Corporation, other regional management positions, including President, Asia – UTC Building & Industrial Systems, President, Asia – UTC Climate, Controls & Security and President, Asia – Carrier Air-Conditioning (2007 – 2015) ● Johnson Controls, a global diversified technology and industrial manufacturing company | Vice President and other roles (1992 – 2007) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Shuster is well qualified to serve as a director due to his strong background in international operations and manufacturing and his leadership experience gained through his various executive leadership roles. This provides Mr. Shuster with unique insights into the current climate the Company faces as a manufacturer with a large international footprint. |

  16. Nominees to Serve an Annual Term Expiring at the 2026 Annual Meeting of Shareholders

    | Kenneth I. Siegel | | | Director since: Aug. 2022 Age: 68 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. Director Compensation

    Director Compensation

  18. 2024 Director Compensation Program

    2024 Director Compensation Program

  19. Stock Ownership Guidelines

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Sujeet Chand | 102,500 | 159,986 | 262,486 | | Ruby R. Chandy | 105,575(3) | 159,986 | 265,561 | | Gayla J. Delly | 112,500 | 159,986 | 272,486 | | John L. Garrison | 117,500 | 159,986 | 277,486 | | Cheryl H. Johnson | 117,875(3) | 159,986 | 277,861 | | Michael C. McMurray | 112,500 | 159,986 | 272,486 | | Thomas B. Okray | 122,500 | 159,986 | 282,486 | | David E. Roberts | 240,000 | 159,986 | 399,986 | | Kenneth I. Siegel | 117,875(3) | 159,986 | 277,861 | | Carlyn R. Taylor | 117,875(3) | 159,986 | 277,861 |

  20. 2024 Financial Performance At-A-Glance

    | ● | Our overall 2024 annual incentive program paid out at 136% of target for corporate executives. This 2024 payout was aligned with our robust shareholder return for the year and reflected strong operating income, customer bookings, and adjusted primary working capital performance results for the Company. |

  21. 2024 Annual Incentive Plan Payout (Corporate)

    2024 Annual Incentive Plan Payout (Corporate)

  22. 2024 Annual Incentive Plan Payout (Corporate)

    | (1) For more information on these performance metrics and how they are calculated, see “2024 Executive Compensation Decisions – Annual Incentive Plan” beginning on page 44. |

  23. 2024 Annual Incentive Plan Payout (Corporate)

    | Annual Incentive Quantitative Performance Payout: 118% of Target Strategic Goals Modifier: 1.15x for all NEOs Final Annual Incentive Payout: 136% of Target(1) |

  24. 2024 Annual Incentive Plan Payout (Corporate)

    | (1) This reflects the payout for NEOs participating in the Corporate AIP. Mr. Duhon and Mr. Wilson participate in annual incentive plans specific to their divisions, which also include division operating income. |

  25. 2024 Annual Incentive Plan Payout (Corporate)

    | 38 | 2025 PROXY STATEMENT |

  26. 2024 Annual Incentive Plan Payout (Corporate)

    | ● | PSUs associated with the 2022-2024 performance period paid out at 76.7% of target, primarily due to below-threshold Free Cash Flow performance for the three-year performance period. However, our Return On Invested Capital was strong during the performance period, reflecting the Company’s disciplined approach to capital allocation. In addition, robust Total Shareholder Return over the three-year performance period (at the 81st percentile of the performance peer group) resulted in a 15% upward modifier to the PSUs. |

  27. 2022 - 2024 PSUs Grant Payout

    2022 - 2024 PSUs Grant Payout

  28. 2022 - 2024 PSUs Grant Payout

    | Consolidated Flowserve | | | Threshold | Target | Maximum | | | | Performance Metrics | | Weighting | 50% Payout | 100% Payout | 200% Payout | Attainment | Payout | | ROIC(1) | 2022 | | | | | 63.0% | 0% | | | 2023 | 50% | | | | 140.0% | 200% | | | 2024 | | | | | 120.0% | 200% | | | | | | | 3-Year Average ROIC Payout % | | 133.3% |

  29. 2022 - 2024 PSUs Grant Payout

    | | | Threshold | Low Target | High Target | Maximum | | | | | | 50% Payout | 100% Payout | 100% Payout | 200% Payout | | | | 3Y Free Cash Flow as a % of Adjusted Net Income(1) | 50% | | | | | 0% | 0% | | Total Payout % (Sum of Weighted Payouts to Each Metric) Payout includes +15% adjustment based on Flowserve’s 3-year rTSR ranked at the 81st percentile of the peer group | | | | | | | 76.7% |

  30. 2022 - 2024 PSUs Grant Payout

    | (1) For more information on these performance metrics and how they are calculated, see “2024 Executive Compensation Decisions - Annual Incentive Plan,” beginning on page 44. |

  31. 2022 - 2024 PSUs Grant Payout

    | ● | Realized pay for our executives is directionally aligned with our shareholders’ experience. Our CEO’s average realizable pay for 2022-2024 was 42% above the average target value for this period while our total shareholder return was up 94.8%. |

  32. 2022 - 2024 PSUs Grant Payout

    | Total Shareholder Return | CEO 2022 Performance Share Award: Target vs. Realized (2022-2024) | | CEO 3-Year Average Target Pay vs. Realizable Pay (2022-2024) | CEO 3-Year Average Annual Bonus %: Target vs. Realized (2022-2024) |

  33. 2022 - 2024 PSUs Grant Payout

    | (1) “Target Pay” includes base salary, target annual incentive opportunity and target grant date value of equity awards. | | (2) “Realizable Pay” includes actual base salary, actual bonuses paid, and the value of outstanding RSUs and PSUs based on our December 31, 2024 share price, with 2022 PSUs shown at actual payout and 2023 and 2024 PSUs shown at target. |

  34. 2022 - 2024 PSUs Grant Payout

    | 2025 PROXY STATEMENT | 39 |

  35. Good Governance and Compensation Practices Aligned with Shareholder Interests

    | | | | | | | What We Do | | What We Don’t Do | | Conduct thorough annual compensation benchmarking and reference the market median when setting total target compensation, with payouts above or below market based on performance outcomes Provide a meaningful percentage of long-term incentives in the form of performance-based compensation Set rigorous performance targets that incentivize progress on our strategic priorities 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 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 | No officer or director hedging or pledging of stock No excise tax or income tax gross ups for Executive Officers except in relocation situations that are applicable to all associates No employment agreements with Executive Officers No excessive perquisites No stock option repricing without shareholder approval No dividend payments on unvested awards |

  36. 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) | Motivate 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 based on thorough benchmarking to help promote competitiveness and alignment with industry standards | ● 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 ● Standard payout range is 0% to 230% of units granted ● Additional payout modifier may increase or decrease the payout by +/-15% (to a maximum of 230% of target) 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 |

  37. Compensation Mix

    | * At risk variable compensation is comprised of the target value of annual cash incentive and stock-based awards, as their value is tied to our performance results against our financial and operational targets, our stock price, or both. |

  38. 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:

  39. 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. |

  40. 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 2024 did not raise any conflicts of interest.

  41. 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 Named 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 2024 compensation decisions was provided by Willis Towers Watson. 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, tenure and performance in their role and at the Company, the role’s strategic value to the Company, internal pay equity 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.

  42. Our 2024 Compensation Peer Group

    Our 2024 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 that are inconsistent with Flowserve’s pay practices. No changes were made to the group for 2024.

  43. Our 2024 Compensation Peer Group

    | 2024 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 Corp. Woodward, Inc. Xylem Inc. |

  44. Our 2024 Compensation Peer Group

    | 2025 PROXY STATEMENT | 43 |

  45. Changes to Total Target Compensation for 2024

    | Name/Title | Annual Base Salary (as of 12/31/24) | 2024 AIP Target as a % of Salary | 2024 LTI Target Grant Value | 2024 Total Target Compensation | % Increase from 2023 in Total Target Compensation | | R. Scott Rowe, CEO | $1,200,000 | 125% | $6,400,000 | $9,100,000 | 6% | | Amy Schwetz, CFO | $769,000 | 90% | $2,000,000 | $3,461,000 | 10% | | Lamar Duhon, President FLS Pumps Division | $598,000 | 70% | $1,000,000 | $2,016,600 | 13% | | Kirk Wilson, President FLS Flow Control Division | $500,000 | 65% | $675,000 | $1,500,000 | 6% | | Susan Hudson, CLO | $467,000 | 65% | $775,000 | $1,545,550 | 15% |

  46. Rationale for Total Target Compensation Increases

    | Name | Compensation Adjustments | Rationale for Increase | | Mr. Rowe | Increased target LTI by 9% | | | Ms. Schwetz | Increased base salary by 3%, target bonus percentage by 10 percentage points and target LTI by 11% | Market-based adjustments designed to maintain competitiveness of our executive compensation program and reflect strong individual performance by all NEOs. The adjustments provided predominantly in the form of long-term incentives are to foster alignment with the interests of our shareholders and incentivize long-term financial performance results and sustained value creation. | | Mr. Duhon | Increased base salary by 4% and target LTI by 25% | | | Mr. Wilson | Increased base salary by 8% and target LTI by 4% | | | Ms. Hudson | Increased base salary by 10% and target LTI by 19% | |

  47. 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.

  48. Quantitative Performance Metrics

    Quantitative Performance Metrics Working with its independent compensation consultant and management, the O&C Committee approves performance metrics that support key strategies to drive sustainable and profitable growth. Our 2024 AIP design continued to prioritize metrics aligned with our foundational pillars of execution, growth and efficiency.

  49. 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% |

  50. Quantitative Performance Metrics

    | (1) Adjusted Operating Income for purposes of the 2024 AIP excludes from operating income, realignment expenses, the impact of below-the-line foreign currency effects, and certain other discrete items which may arise, some of which are not captured in Annex I: Reconciliation of Reported Results to Non-GAAP Financial Measures in this Proxy Statement. For 2024, this includes additional adjustments to exclude MOGAS operating results from the Adjusted Operating Income metric utilized for AIP purposes. | | (2) PWC is defined as accounts receivable, plus net 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 annual sales. |

  51. Strategic Goals Payout Modifier

    Strategic Goals Payout Modifier In 2024, the O&C Committee retained the strategic payout modifier for all 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 47. The O&C Committee reviews performance results against the preset strategic objectives to determine the appropriate payout modifier of up to +/- 15%.

  52. Quantitative Performance Metrics Targets & Results

    Quantitative Performance Metrics Targets & Results Below is an overview of our performance against the 2024 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. The 2024 targets represented growth over 2023 actual results.

  53. 2024 Annual Incentive Program Payout (Corporate)

    2024 Annual Incentive Program Payout (Corporate)

  54. 2024 Annual Incentive Program Payout (Corporate)

    | Consolidated Flowserve Performance Metrics | Weighting | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Payout | | Adjusted Operating Income | 50% | | | | 111% | | Customer Bookings | 30% | | | | 128% | | Adjusted PWC as a % of Sales | 20% | | | | 121% | | | | | | Total Payout | 118% |

  55. 2024 Annual Incentive Program Payout (Corporate)

    | 2025 PROXY STATEMENT | 45 |

  56. 2024 Annual Incentive Program Payout (Flowserve Pumps Division – Mr. Duhon)

    2024 Annual Incentive Program Payout (Flowserve Pumps Division – Mr. Duhon)

  57. 2024 Annual Incentive Program Payout (Flowserve Pumps Division – Mr. Duhon)

    | Consolidated Flowserve Performance Metrics | Weighting | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Payout | | Adjusted Operating Income (FPD) | 25% | | | | 169% | | Customer Bookings (FPD) | 30% | | | | 159% | | Adjusted PWC as a % of Sales (FPD) | 20% | | | | 129% | | Corporate Adjusted Operating Income | 25% | | (See chart above) | | 111% | | | | | | Total Payout | 143% |

  58. 2024 Annual Incentive Program Payout (Flow Control Division – Mr. Wilson)

    2024 Annual Incentive Program Payout (Flow Control Division – Mr. Wilson)

  59. 2024 Annual Incentive Program Payout (Flow Control Division – Mr. Wilson)

    | Consolidated Flowserve Performance Metrics | Weighting | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Payout | | Adjusted Operating Income (FCD) | 25% | | | | 86% | | Customer Bookings (FCD) | 30% | | | | 96% | | Adjusted PWC as a % of Sales (FCD) | 20% | | | | 85% | | Corporate Adjusted Operating Income | 25% | | (See chart above) | | 111% | | | | | | Total Payout | 95% |

  60. 2024 Annual Incentive Program Payout (Flow Control Division – Mr. Wilson)

    | 46 | 2025 PROXY STATEMENT |

  61. Strategic Goals Payout Modifier

    Strategic Goals Payout Modifier Below are the Company’s 2024 strategic goal categories, key objectives and accomplishments:

  62. Strategic Goals Payout Modifier

    | ESG | Key objectives: | | | ● Continue to make progress on high-priority ESG roadmap goals ● Prepare for and comply with ESG reporting requirements and regulations ● Maintain our employee engagement positioning in the top quartile of general industry companies |

  63. Strategic Goals Payout Modifier

    Progress against objectives:

  64. Strategic Goals Payout Modifier

    | ● | Maintained Newsweek designation as one of America’s Greenest & Most Responsible Companies | | ● | Recognized by USA Today as one of America’s Climate Leaders | | ● | Aligned with our 2027 long-term targets, launched a refreshed Flowserve Cares program and contributed more than $650K into our four philanthropic focus areas | | ● | Exceeded industry benchmarks for both participation and favorable engagement in Amplify Your Voice engagement survey | | ● | Completed annual Code of Conduct training for associates and launched Code of Conduct training program for Flowserve distributors | | ● | Exceeded 2024 targets for capturing supplier emissions data | | ● | Safety measures remain at world-class levels |

  65. Strategic Goals Payout Modifier

    | Expand the | Key objectives: | | Flowserve Core | ● Aggressively pursue programmatic acquisitions supporting our 3D Growth Strategy ● Meaningful commercialization of products supporting our 3D Growth Strategy |

  66. Strategic Goals Payout Modifier

    Progress against objectives:

  67. Strategic Goals Payout Modifier

    | ● | Significant progress on strategic M&A, including closing MOGAS transaction in Q4 2024 | | ● | Divested NAF AB control valve business to Andritz in Q2 2024 | | ● | Programmatic funnel robust with opportunities | | ● | Commercialized 11 new products to support 3D Growth Strategy | | ● | Launched best-in-performance hydrogen refueling pump |

  68. Strategic Goals Payout Modifier

    | Reimagine the | Key objectives: | | Flowserve Core | ● Grow 3D Bookings in alignment with our long-term strategy shared at 2023 Investor Day ● Increase the number of assets that are monitored by RedRaven platform |

  69. Strategic Goals Payout Modifier

    Progress against objectives:

  70. Strategic Goals Payout Modifier

    | ● | 3D Bookings grew by 19.8% and 3D represents 30.4% of overall bookings | | ● | RedRaven monitored assets increased by 7% year over year |

  71. Strategic Goals Payout Modifier

    The O&C Committee reviewed the accomplishments outlined above and concluded that all 2024 key objectives for the ESG, Expand the Flowserve Core, and Reimagine the Flowserve Core strategic categories were met. Accordingly, the O&C Committee exercised its discretion and approved an upward payout modifier of 1.15x for each member of the executive leadership team.

  72. Strategic Goals Payout Modifier

    | 2025 PROXY STATEMENT | 47 |

  73. 2024 Annual Incentive Plan Award Payouts

    2024 Annual Incentive Plan Award Payouts Our alignment of pay and performance is one of the key components of our compensation philosophy. Our 2024 AIP payouts are consistent with our strong 2024 performance. Adjusted Operating Income was strong with both Corporate and FPD attainment above their respective targets. Overall, Customer Bookings was strong with FPD well above target and FCD slightly below target. Both Corporate and FPD Adjusted PWC as a % of Sales performance was strong due to a new inventory control strategy and more discipline around vendor payments and customer collections. FCD Adjusted PWC as a % of Sales was below target.

  74. 2024 AIP Payout Summary

    2024 AIP Payout Summary

  75. 2024 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 | 118% | | 136% | $2,040,000 | | Ms. Schwetz | $692,100 | 118% | | 136% | $941,256 | | Mr. Duhon | $418,600 | 143% | 1.15x | 164% | $686,504 | | Mr. Wilson | $325,000 | 95% | | 109% | $354,250 | | Ms. Hudson | $303,550 | 118% | | 136% | $412,828 |

  76. Long Term Incentives

    Long Term Incentives The Company’s long-term incentive (“LTI”) program is structured to:

  77. 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. |

  78. 2024 Award Structure

    2024 Award Structure The number of units granted in 2024 was determined by dividing the target LTI grant value by the average closing price of the Company’s common stock reported on the NYSE during the 20 trading days ending on February 6, 2024 preceding the grant date of February 9, 2024, which was $40.41. Except for the CEO, the stock units were delivered as 50% in PSUs and 50% in RSUs. The O&C Committee increased the CEO’s 2024 LTI target grant value by $550,000 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 2024 target LTI was delivered 55% in the form of PSUs and 45% in the form of RSUs.

  79. 2024 Performance Stock Unit (“PSU”) Grant

    2024 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.

  80. 2024 Performance Stock Unit (“PSU”) Grant

    | 48 | 2025 PROXY STATEMENT |

  81. Performance Metrics

    Performance Metrics Working with its independent consultant and management, the O&C Committee approved the below performance measures for the 2024 PSU awards, which support our strategic focus on growth, margin expansion, capital efficiency and shareholder value creation.

  82. Performance Metrics

    | Performance Metric | Weighting | Relevance | Measurement | | ROIC(1) | 50% | Incentivize the responsible and efficient allocation of capital to profitable investments | Absolute attainment for each single year 2024, 2025 and 2026 during the 2024 to 2026 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 2024 PSUs tied to the applicable performance metric. | | FCF as a % of Adjusted Net Income(2) | 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 capital | Relative 3-year TSR compared to the 2024 Performance Peer Group (“PPG”), with no upward adjustment if Flowserve’s absolute TSR over the 3-year performance period is negative. |

  83. Performance Metrics

    | (1) ROIC is determined by dividing adjusted net operating profit after taxes (“NOPAT”) by average invested capital. NOPAT is calculated by subtracting income taxes and other adjusted items including realignment expense, pension expense in excess of service cost and certain other discrete items which may arise. Average invested capital is the sum of allowance for doubtful accounts, debt and equity minus cash and is a two-year average of these items over the current and prior year periods. | | (2) 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. |

  84. 2024 ROIC

    2024 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 2024, the O&C Committee approved the 2024 ROIC goal and payout levels as presented below to cover one-third of each of the 2022, 2023 and 2024 PSU grants.

  85. 2024 ROIC

    | Payout Level | Threshold | Target | Maximum | | Performance Goal | 11% | 12.6% | 13.9% | | % Attainment of target | 87% | 100% | 110% | | Payout % | 50% | 100% | 200% | | Note: Interpolation is used to calculate the payout % for attainment that falls between payout levels shown above. | | | |

  86. 2024 FCF as a % of Adjusted Net Income

    2024 FCF as a % of Adjusted Net Income The O&C Committee sets the FCF 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 FCF 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 2024, the O&C Committee approved the 2024 FCF goal and payout levels as presented below to cover one-third of each of the 2023 and 2024 PSU grants.

  87. 2024 FCF as a % of Adjusted Net Income

    | Payout Level | Threshold | Target | Maximum | | Performance Goal | 75% | 85% | 100% | | % Attainment of target | 88% | 100% | 118% | | Payout %: | 50% | 100% | 200% | | Note: Interpolation is used to calculate the payout % for attainment that falls between payout levels shown above. | | | |

  88. Relative Total Shareholder Return (“rTSR”) Payout Modifier

    Relative Total Shareholder Return (“rTSR”) Payout Modifier Any earned PSUs under both performance metrics shown above are subject to adjustment based on the Company’s 3-year (2024 - 2026) TSR performance relative to the 2024 PPG, as follows:

  89. Relative Total Shareholder Return (“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) |

  90. 2024 Performance Peer Group (“PPG”)

    2024 Performance Peer Group (“PPG”) Each of the companies in the S&P 500 Industrials Index as of January 1, 2024 comprise the PPG (see Annex II).

  91. 2024 RSU Grant

    2024 RSU Grant The 2024 RSUs vest ratably over three years on March 1 in each of the three years following 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 over the vesting period.

  92. 2024 RSU Grant

    | 50 | 2025 PROXY STATEMENT |

  93. SETTLEMENT OF 2022 PERFORMANCE STOCK UNITS

    SETTLEMENT OF 2022 PERFORMANCE STOCK UNITS The PSUs granted in 2022 for the 2022 - 2024 performance period were structured and paid out as follows:

  94. 2022 PSU Structure

    2022 PSU Structure

  95. 2022 PSU Structure

    | Weighting | Performance Metric | Measurement | | 50% | ROIC | Absolute ROIC attainment. Threshold, target and maximum payout levels for each of 2022, 2023, and 2024 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 (2022 - 2024) TSR performance relative to the 2022 Peer Performance Group (see Annex III) based on the payout table established at the beginning of the performance period. |

  96. 2022-2024 ROIC Attainment and Payout %

    2022-2024 ROIC Attainment and Payout % The O&C Committee approved a payout of 133.3% of the 2022 PSUs granted that were tied to the ROIC performance metric:

  97. 2022-2024 ROIC Attainment and Payout %

    | | | Performance Achieved | | Payout % in Accordance with Pre-established Payout Table | | Year | ROIC Performance Goal (Target) | Attainment | % Attainment of Goal | | | 2022 | 11.5% | 7.3% | 63.4% | 0% | | 2023 | 9.0% | 12.6% | 140% | 200% | | 2024(1) | 12.6% | 15.2% | 120% | 200% | | | 3-Year Average ROIC Payout % | | | 133.3% |

  98. 2022-2024 ROIC Attainment and Payout %

    | (1) 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 2024 business results excluding the following one-time events: |

  99. 2022-2024 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. |

  100. 2022-2024 ROIC Attainment and Payout %

    | 2025 PROXY STATEMENT | 51 |

  101. 2022-2024 FCF as a % of Adjusted Net Income Attainment and Payout %

    2022-2024 FCF as a % of Adjusted Net Income Attainment and Payout % The O&C Committee determined that no portion of the 2022 PSUs granted that were tied to the FCF as a % of Adjusted Net Income performance metric would pay out:

  102. 2022-2024 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% | 43.4% | 0% | 0% |

  103. rTSR Payout Modifier

    rTSR Payout Modifier Flowserve’s 3-year TSR of 94.8% was in the 81st percentile of the 2022 PPG, resulting in a 15% adjustment to the payouts shown above. As a result of our strong pay-for-performance culture, our final 2022 PSU payout was as follows:

  104. 2022 PSU Payout Summary

    2022 PSU Payout Summary

  105. 2022 PSU Payout Summary

    | Metric | Weighting | Payout % | Weighted Payout | | ROIC | 50% | 133.3% | 50% | | FCF as a % of Adjusted Net Income | 50% | 0% | 50% | | Payout % (Sum of Weighed Payouts for Each Metric) | | | 66.7% | | rTSR Payout Modifier | | | 1.15x | | Total Payout Including rTSR Payout Modifier | | | 76.7% |

  106. 2022 PSU Payout Summary

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

  107. 2022 PSU Payout Summary

    | 52 | 2025 PROXY STATEMENT |

  108. 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 | 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 | 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 eligible employees and January 1, 2025 for existing eligible employees, we have (1) increased the matching contributions under our 401(k) plan to 100% of the first 5% of eligible compensation contributed to the plan, (2) added a discretionary employer contribution of 1.5% of eligible compensation for all eligible employees, and (3) reduced the vesting schedule applicable to employer contributions to run over a three-year rather than a five-year schedule | All eligible 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 $345,000 for 2024 | | Other Benefits | Employee Stock Purchase Plan | Allows eligible employees to purchase Flowserve stock through payroll deductions and receive a 15% company match; limited to $25,000 payroll deductions per year | All non-union U.S. Employees | | | 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 and financial counseling with a dedicated advisor | Senior Executives |

  109. 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:

  110. 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 | |

  111. 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. |

  112. Clawback Policies

    Clawback Policies The Board maintains a Dodd-Frank-aligned Clawback Policy (the “Dodd-Frank Clawback Policy”) designed to comply with the 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. The O&C Committee has also adopted a separate 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 continue to reinforce our commitment to integrity and the highest standards of ethical conduct through our compensation program.

  113. 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 2024.

  114. Equity Grant Timing

    Equity Grant Timing The Company currently grants equity awards to our executive officers at the regularly scheduled O&C Committee and Board meetings in February of each year, with such grants effective on the date of the Board meeting, when awards to our CEO are typically approved. The Board generally grants director equity awards each year immediately following our annual meeting of shareholders. The Company may also consider and approve interim or mid-year grants, from time to time based on business needs and may change its equity grant practices in the future. Although the Company does not currently grant stock options, eligible U.S. employees may enroll to purchase shares under the terms of our Employee Stock Purchase Plan with monthly purchase dates using payroll deductions accumulated during the prior monthly accumulation period. The Company does not take material non-public information into account when determining the timing and terms of equity awards and has not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  115. 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 |

  116. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation information for 2024, 2023 and 2022 for our Named Executive Officers.

  117. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compen- sation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compen- sation ($)(4) | Total ($) | | R. Scott Rowe President & Chief Executive Officer | 2024 | 1,200,000 | 6,672,310 | 2,040,000 | 665,849 | 20,928 | 10,599,087 | | | 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 | | Amy B. Schwetz Senior Vice President & Chief Financial Officer | 2024 | 762,808 | 2,082,128 | 941,256 | 253,325 | 32,542 | 4,072,059 | | | 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 | | Lamar L. Duhon President, Flowserve Pumps Division | 2024 | 591,808 | 1,041,064 | 686,504 | 179,735 | 32,394 | 2,531,505 | | | 2023 | 527,885 | 856,976 | 603,750 | 82,771 | 31,589 | 2,102,970 | | | — | — | — | — | — | — | — | | Kirk R. Wilson President, Flow Control Division | 2024 | 490,308 | 702,715 | 354,250 | 213,713 | 16,082 | 1,777,068 | | | 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 | 2024 | 455,423 | 806,818 | 412,828 | 126,491 | 37,785 | 1,839,345 | | | 2023 | 417,538 | 696,265 | 490,568 | 80,944 | 30,516 | 1,715,832 | | | — | — | — | — | — | — | — |

  118. Summary Compensation Table

    | (1) Amounts disclosed reflect actual salary payments during 2024. | | (2) 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 “2024 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. 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 8 to the Company’s audited consolidated financial statements for the year ended December 31, 2024 in the Annual Report. The value of the 2024 stock awards are calculated using a price per share of $41.50, the closing market price of the Company’s common stock as reported by the NYSE on February 9, 2024, the date of the grant. The table below sets forth each NEO’s long-term equity incentive awards granted in 2024. |

  119. Summary Compensation Table

    | 2025 PROXY STATEMENT | 59 |

  120. 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 | 71,145 | 2,952,518 | 87,230 | 3,719,487 | 200,629 | 8,326,104 | | Amy B. Schwetz | 24,746 | 1,026,959 | 24,746 | 1,055,169 | 56,916 | 2,362,006 | | Lamar L. Duhon | 12,373 | 513,480 | 12,373 | 527,585 | 28,458 | 1,181,003 | | Kirk R. Wilson | 8,351 | 346,567 | 8,351 | 356,087 | 19,207 | 797,103 | | Susan C. Hudson | 9,589 | 397,944 | 9,589 | 408,875 | 22,055 | 915,270 |

  121. 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 $42.64 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 $41.50 per share closing market price as reported by the NYSE on February 9, 2024, the date of the grant. | | (3) The amounts in this column represent the earned annual cash incentive awards under the Company’s Annual Incentive Plan for the applicable/ year. | | (4) This column includes the following components for the Named Executive Officers for 2024, calculated at the aggregate incremental cost to the Company: |

  122. Summary Compensation Table

    | Name | Defined Contribution Retirement Plan Contributions ($) | Insurance Premiums(A) ($) | Other ($) | Total ($) | | R. Scott Rowe | 14,850 | 2,034 | 4,044(B) | 20,928 | | Amy B. Schwetz | 14,850 | 962 | 16,730(C) | 32,542 | | Lamar L. Duhon | 14,850 | 814 | 16,730(C) | 32,394 | | Kirk R. Wilson | 10,777 | 1,750 | 3,555(B) | 16,082 | | Susan C. Hudson | 14,850 | 547 | 22,388(D) | 37,785 |

  123. 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 financial counseling. | | (D) Reflects amounts attributable to annual physical exam ($5,658) and annual financial counseling ($16,730). |

  124. Summary Compensation Table

    | 60 | 2025 PROXY STATEMENT |

  125. Summary Compensation Table

    2024 Grants of Plan-Based Awards

  126. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth certain information with respect to 2024 plan-based awards granted to the Named Executive Officers during the year ended December 31, 2024.

  127. 2024 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 Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | R. Scott Rowe | | 637,500 | 1,500,000 | 3,450,000 | — | — | — | — | — | | | 2/09/2024 | — | — | — | 37,073 | 87,230 | 200,629 | — | 3,719,487(4) | | | 2/09/2024 | — | — | — | — | — | — | 71,145(5) | 2,952,518 | | | 12/01/2024 | — | — | — | — | — | — | 5(6) | 305 | | Amy B. Schwetz | | 294,143 | 692,100 | 1,591,830 | — | — | — | — | — | | | 2/09/2024 | — | — | — | 10,517 | 24,746 | 56,916 | — | 1,055,169(4) | | | 2/09/2024 | — | — | — | — | — | — | 24,746(5) | 1,026,959 | | Lamar L. Duhon | | 177,905 | 418,600 | 962,780 | — | — | — | — | — | | | 2/09/2024 | — | — | — | 5,259 | 12,373 | 28,458 | — | 527,585(4) | | | 2/09/2024 | — | — | — | — | — | — | 12,373(5) | 513,480 | | Kirk R. Wilson | | 138,125 | 325,000 | 747,500 | — | — | — | — | — | | | 2/09/2024 | — | — | — | 3,549 | 8,351 | 19,207 | — | 356,087(4) | | | 2/09/2024 | — | — | — | — | — | — | 8,351(5) | 346,567 | | | 12/01/2024 | — | — | — | — | — | — | 1(6) | 61 | | Susan C. Hudson | | 129,009 | 303,550 | 633,165 | — | — | — | — | — | | | 2/09/2024 | — | — | — | 4,075 | 9,589 | 22,055 | — | 408,875(4) | | | 2/09/2024 | — | — | — | — | — | — | 9,589(5) | 397,944 |

  128. 2024 Grants of Plan-Based Awards

    | (1) Under the Annual Incentive Plan, the primary performance measures are internally defined metrics approved by the O&C Committee. In February 2024, 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. | | (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 “2024 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, excluding the effect of estimated forfeitures. | | (4) Represents the fair value on the date of grant of PSUs, excluding the effect of estimated forfeitures and using the Monte Carlo simulation. 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. | | (6) Represents shares contributed by the Company as a 15% match to the shares the Named Executive Officer purchased under the Company's ESPP. |

  129. 2024 Grants of Plan-Based Awards

    | 2025 PROXY STATEMENT | 61 |

  130. 2024 Grants of Plan-Based Awards

    Outstanding Equity Awards at Year-End 2024

  131. Outstanding Equity Awards at Year-End 2024

    Outstanding Equity Awards at Year-End 2024 The following table sets forth information with respect to outstanding equity awards held as of December 31, 2024, by the Named Executive Officers.

  132. Outstanding Equity Awards at Year-End 2024

    | | 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 | 160,483(3) | 9,230,983 | — | — | | | — | — | — | 71,995(4) | 4,141,152 | 204,312(5) | 11,752,026 | | | — | — | — | — | — | 203,259(6) | 11,691,458 | | Amy B. Schwetz | — | — | — | 51,930(7) | 2,987,013 | — | — | | | — | — | — | 20,659(4) | 1,188,306 | 62,032(5) | 3,568,081 | | | — | — | — | — | — | 57,871(6) | 3,328,740 | | Lamar L. Duhon | — | — | — | 23,344(8) | 1,342,746 | — | — | | | — | — | — | 6,574(4) | 378,136 | 27,570(5) | 1,585,826 | | | — | — | — | — | — | 28,936(6) | 1,664,399 | | Kirk R. Wilson | — | — | — | 17,572(9) | 1,010,741 | — | — | | | — | — | — | 7,513(4) | 432,148 | 22,400(5) | 1,288,448 | | | — | — | — | — | — | 19,530(6) | 1,123,366 | | Susan C. Hudson | — | — | — | 18,294(10) | 1,052,271 | — | — | | | — | — | — | 4,642(4) | 267,008 | 22,400(5) | 1,288,448 | | | — | — | — | — | — | 22,425(6) | 1,289,886 |

  133. Outstanding Equity Awards at Year-End 2024

    | (1) Calculated using a price per share of $57.52 the closing market price of the Company’s common stock as reported by the NYSE on December 31, 2024, 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) 31,289 RSUs vested on February 15, 2025, 28,719 RSUs vested on February 17, 2025, and 24,113 RSUs vested on March 1, 2025, in each case including accrued dividend equivalents. Mr. Rowe’s remaining RSUs vest as follows: 28,718 shares of RSUs on February 17, 2026; 24,113 RSUs on March 1, 2026 and on March 1, 2027. | | (4) 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 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 2025, these awards were certified based on performance through December 31, 2024 and vested at 76.7% of target on February 13, 2025 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 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, 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 maximum 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 2024 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 maximum in this table. |

  134. Outstanding Equity Awards at Year-End 2024

    | 62 | 2025 PROXY STATEMENT |

  135. Outstanding Equity Awards at Year-End 2024

    2024 Option Exercises and Stock Vested

  136. Outstanding Equity Awards at Year-End 2024

    | (7) 8,978 RSUs vested on February 15, 2025, 8,990 RSUs vested on February 17, 2025, and 8,387 RSUs vested on March 1, 2025, including accrued dividend equivalents. Ms. Schwetz’s remaining RSUs vest as follows: 8,990 RSUs on February 15, 2026; 8,387 RSUs on March 1, 2026 and on March 1, 2027. | | (8) 2,858 RSUs vested on February 15, 2025, 3,996 RSUs vested on February 17, 2025, and 4,194 RSUs vested on March 1, 2025, including accrued dividend equivalents. Mr. Duhon’s remaining RSUs vest as follows: 3,995 RSUs on February 17, 2026; 4,193 RSUs on March 1, 2026 and on March 1, 2027. | | (9) 3,166 RSUs vested on February 15, 2025, 3,148 RSUs vested on February 17, 2025, and 2,725 RSUs vested on March 1, 2025, including accrued dividend equivalents. Mr. Wilson’s remaining RSUs vest as follows: 3,148 RSUs on February 17, 2026; 2,724 RSUs on March 1, 2026 and on March 1, 2027. | | (10) 1,372 RSUs vested on February 15, 2025, 3,246 RSUs vested on February 17, 2025, 3,250 RSUs vested on March 1, 2025 and 746 RSUs will vest on May 23, 2025, in each case including accrued dividend equivalents. Ms. Hudson’s remaining RSUs vest as follows: 3,246 RSUs on February 17, 2026; 3,250 RSUs on March 1, 2026 and on March 1, 2027. |

  137. 2024 Option Exercises and Stock Vested

    2024 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, 2024, with respect to the Named Executive Officers. No Named Executive Officers exercised any stock options during 2024.

  138. 2024 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | R. Scott Rowe | 199,566 | 8,510,072 | | Amy B. Schwetz | 50,110 | 2,135,272 | | Lamar L. Duhon | 6,739 | 289,328 | | Kirk R. Wilson | 19,178 | 818,524 | | Susan C. Hudson | 6,349 | 276,872 |

  139. 2024 Option Exercises and Stock Vested

    | (1) The number of shares reported includes shares that were surrendered during the fiscal year ended December 31, 2024, to pay for taxes upon the vesting of restricted stock units and performance share units. |

  140. 2024 Option Exercises and Stock Vested

    | 2025 PROXY STATEMENT | 63 |

  141. 2024 Option Exercises and Stock Vested

    2024 Pension Benefits

  142. 2024 Pension Benefits

    2024 Pension Benefits The following table sets forth certain information as of December 31, 2024, 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.

  143. 2024 Pension Benefits

    | Name | Plan Name(1) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | R. Scott Rowe | Qualified—Cash Balance | 7.8 | 186,565 | — | | | Non-Qualified—SMRP | 7.8 | 1,541,911 | — | | | Non-Qualified—SERP | 7.8 | 996,852 | — | | Amy B. Schwetz | Qualified—Cash Balance | 4.8 | 104,482 | — | | | Non-Qualified—SMRP | 4.8 | 346,680 | — | | | Non-Qualified—SERP | 4.8 | 298,940 | — | | Lamar L. Duhon | Qualified—Cash Balance | 3.0 | 68,706 | — | | | Non-Qualified—SMRP | 3.0 | 121,012 | — | | | Non-Qualified—SERP | 3.0 | 116,633 | — | | Kirk R. Wilson | Qualified—Cash Balance | 37.6 | 448,784 | — | | | Non-Qualified—SMRP | 37.6 | 632,559 | — | | | Non-Qualified—SERP | 37.6 | 325,669 | — | | Susan C. Hudson | Qualified—Cash Balance | 8.7 | 147,492 | — | | | Non-Qualified—SMRP | 8.7 | 89,369 | — | | | Non-Qualified—SERP | 8.7 | 93,846 | — |

  144. 2024 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, 2024, are presented above. Assumptions used in the valuations are discussed in Note 13 to the Company’s audited consolidated financial statements for the year ended December 31, 2024 in the Annual Report. The SERP was frozen to new participants as of September 2023 and the Qualified Plan and SMRP were frozen to future accruals as of January 1, 2025. |

  145. 2024 Pension Benefits

    | 64 | 2025 PROXY STATEMENT |

  146. 2024 Pension Benefits

    Quantification of Potential Payments

  147. 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, 2024, 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, 2024. 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 “2024 Pension Benefits” table.

  148. 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 | 1,153,500 | 897,000 | 750,000 | 700,500 | | | Immediate vesting of outstanding equity awards(2) | 19,494,393 | 5,996,554 | 2,760,835 | 2,063,071 | 2,177,169 | | | Total | 20,994,393 | 7,150,054 | 3,657,835 | 2,813,071 | 2,877,669 | | Disability | Short-term and long-term disability benefit to age 65 (third party payment) | 3,034,667 | 3,688,267 | 2,598,533 | 1,749,333 | 4,152,800 | | | Immediate vesting of outstanding equity awards(2) | 19,494,393 | 5,996,554 | 2,760,835 | 2,063,071 | 2,177,169 | | | Total | 22,529,060 | 9,684,821 | 5,359,369 | 3,812,404 | 6,329,969 | | Retirement(1) | Vesting of outstanding equity awards | — | — | — | 2,063,071 | — | | | Total | — | — | — | 2,063,071 | — | | Termination Without Cause by the Company Not in Connection with Change in Control | Termination payment (2x base salary) | 2,400,000 | 1,538,000 | 1,196,000 | 1,000,000 | 934,000 | | | Termination payment (target annual incentive award) | 1,500,000 | 692,100 | 418,600 | 325,000 | 303,550 | | | Vesting of outstanding equity(3) | 4,838,503 | 1,515,904 | 635,409 | 519,909 | 495,528 | | | Total | 8,738,503 | 3,746,004 | 2,250,009 | 1,844,909 | 1,733,078 | | Change in Control—Termination Without Cause by the Company or Constructive Termination | Termination payment (base salary times applicable multiplier) | 3,600,000 | 1,538,000 | 1,196,000 | 1,000,000 | 934,000 | | | Termination payment (target annual incentive award times applicable multiplier) | 4,500,000 | 1,384,200 | 837,200 | 650,000 | 607,100 | | | Immediate vesting of outstanding equity awards(2) | 19,494,393 | 5,996,554 | 2,760,835 | 2,063,071 | 2,177,169 | | | Supplemental pension benefit | 843,269 | 227,299 | 137,750 | 221,416 | 113,732 | | | Health & welfare benefit | 86,216 | 53,113 | 42,622 | 49,747 | 8,113 | | | Excise tax and gross-up payment | — | — | — | — | — | | | Total | 28,523,878 | 9,199,167 | 4,974,407 | 3,984,234 | 3,840,115 |

  149. Quantification of Potential Payments

    | (1) Mr. Wilson was the only Named Executive Officer eligible to retire on December 31, 2024. | | (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 31, 2024 ($57.52). | | (3) 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 31, 2024 ($57.52). The treatment of outstanding equity awards upon a termination of employment without cause not in connection with a change in control is discussed in “2024 Executive Compensation Decisions—Other Benefits” above. |

  150. Quantification of Potential Payments

    | 2025 PROXY STATEMENT | 65 |

  151. Quantification of Potential Payments

    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.”

  152. Quantification of Potential Payments

    | 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) | | 2024 | $10,599,087 | $25,781,556 | $2,554,994 | $4,916,881 | $129.79 | $176.00 | $283 | $514 | | 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 |

  153. Quantification of Potential Payments

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

  154. Quantification of Potential Payments

    | (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: |

  155. Quantification of Potential Payments

    | 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 | | 2024 | $10,599,087 | $(6,672,310) | $22,189,670 | $(665,849) | $330,958 | $25,781,556 |

  156. Quantification of Potential Payments

    | (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: |

  157. Quantification of Potential Payments

    | 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 | | 2024 | $12,404,063 | $9,461,892 | $323,715 | $22,189,670 |

  158. Quantification of Potential Payments

    | (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. |

  159. Quantification of Potential Payments

    | 66 | 2025 PROXY STATEMENT |

  160. Quantification of Potential Payments

    | (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 2024 and 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. |

  161. Quantification of Potential Payments

    | (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: |

  162. Quantification of Potential Payments

    | 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 | | 2024 | $2,554,994 | $(1,158,181) | $3,624,480 | $(193,316) | $88,905 | $4,916,881 |

  163. Quantification of Potential Payments

    | (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: |

  164. Quantification of Potential Payments

    | 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 | | 2024 | $2,100,703 | $1,485,254 | $38,523 | $3,624,480 |

  165. Quantification of Potential Payments

    | (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. |

  166. Quantification of Potential Payments

    | (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. |

  167. Quantification of Potential Payments

    | 2025 PROXY STATEMENT | 67 |

  168. 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.

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

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

  170. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  171. Compensation Actually Paid and Adjusted Operating Income

    Compensation Actually Paid and Adjusted Operating Income

  172. CEO PAY RATIO FOR FISCAL YEAR 2024

    CEO PAY RATIO FOR FISCAL YEAR 2024

  173. 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 2024 total compensation of $10,627,825, 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 2024 was $72,410, 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 2024 was approximately 147 times that of our median employee’s annual total compensation.

  174. Director Nominees for Inclusion in the 2026 Proxy Statement (Proxy Access)

    Director Nominees for Inclusion in the 2026 Proxy Statement (Proxy Access) In order for an eligible shareholder or group of shareholders to nominate a director nominee for election at our 2026 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, 2025 and December 3, 2025. If, however, the 2026 Annual Meeting is held more than 30 days before or more than 60 days after the anniversary of the 2025 Annual Meeting, the shareholder must submit any such notice and other required information between (i) 150 calendar days prior to the 2026 Annual Meeting and (ii) the later of 120 calendar days prior to the 2026 Annual Meeting or 10 days following the date on which the date of the 2026 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.