DEF 14A of TechnipFMC plc
Filed Mar 19, 2026 · FY20250001628280-26-019819
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| ☒ | No fee required | | ☐ | Fee paid previously with preliminary materials | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Notice of 2026 Annual General Meeting of Shareholders TechnipFMC plc, a public limited company having its registered office at Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom, and incorporated in England and Wales with company number 0990970
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| May 1, 2026 at | Your vote is very important. | | 4:00 p.m., London time | Please ensure you: (i) promptly return the enclosed proxy card in the enclosed envelope or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker. | | Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom | |
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| Proposal | | Description | | | Ordinary Resolutions | | | | | 1 (a)-(i) | Election of Directors: To elect each of our nine director nominees for a term expiring at the Company’s 2027 Annual General Meeting of Shareholders: | | | | | a. Douglas J. Pferdehirt b. Robert G. Gwin c. Eleazar de Carvalho Filho | d. Claire S. Farley e. John O’Leary f. Margareth Øvrum | g. Kay G. Priestly h. John Yearwood i. Sophie Zurquiyah | | 2 | 2025 U.S. Say-on-Pay for Named Executive Officers: To approve, as a non-binding advisory resolution, the Company’s named executive officer compensation for the year ended December 31, 2025, as reported in the Company’s Proxy Statement | | | | 3 | 2025 U.K. Directors’ Remuneration Report: To approve, as a non-binding advisory resolution, the Company’s directors’ remuneration report for the year ended December 31, 2025, as reported in the Company’s U.K. Annual Report and Accounts | | | | 4 | Receipt of U.K. Annual Report and Accounts: To receive the Company’s audited U.K. accounts for the year ended December 31, 2025, including the reports of the directors and the auditor thereon | | | | 5 | Ratification of PwC as U.S. Auditor: To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2026 | | | | 6 | Reappointment of PwC as U.K. Statutory Auditor: To reappoint PwC as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006 to hold office from the conclusion of the 2026 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid | | |
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| Proxy Statement 2026 | TechnipFMC | ii |
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| Proposal | | Description | | Ordinary Resolutions | | | | 7 | Approval of U.K. Statutory Auditor Fees: To authorize the Board and/or the Audit Committee to determine the remuneration of PwC, in its capacity as the Company’s U.K. statutory auditor for the year ending December 31, 2026 | | | 8 | Approval of Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan: To authorize an amendment to the TechnipFMC plc 2022 Incentive Award Plan | | | 9 | Authority to Allot Equity Securities: To authorize the Board to allot equity securities in the Company under U.K. law | | | Special Resolution | | | | 10 | Authority to Allot Equity Securities without Pre-emptive Rights: Pursuant to the authority contemplated by the resolution in Proposal 9, to authorize the Board to allot equity securities without pre-emptive rights under U.K. law | |
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These items are more fully described in the Proxy Statement attached, which forms a part of this Notice of Annual General Meeting of Shareholders. As of the date of the Proxy Statement, TechnipFMC does not know of any other matters to be raised at the 2026 Annual General Meeting of Shareholders.
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| On behalf of the Board of Directors, | March 19, 2026 | | | | | Cristina Aalders Executive Vice President, Chief Legal Officer and Secretary | |
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| iii | TechnipFMC | Proxy Statement 2026 |
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Contents
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| 2026 Proxy Summary | 1 | | Annual Meeting Information | 1 | | Voting Matters and Board Recommendations | 1 | | Director Nominees | 2 | | 2025 Financial Performance | 3 | | Governance Highlights | 4 | | 2025-2026 Shareholder Engagement Program | 5 | | Executive Compensation | 6 | | Sustainability | 8 | | Governance of Corporate Sustainability Matters | 8 | | Proposal 1 — Election of Directors | 10 | | Director Nominees | 12 | | Corporate Governance | 21 | | Governance Guidelines and Key Board Practices | 21 | | Shareholder Engagement | 22 | | Leadership Structure of the Board | 23 | | Criteria for Board Membership and Board Composition | 24 | | Enterprise Risk Management | 27 | | Committees of the Board of Directors | 28 | | Board Meetings and Attendance | 30 | | Director Independence | 30 | | Compensation Committee Interlocks and Insider Participation | 31 | | Communications with Directors | 32 | | Director Compensation | 33 | | Non-executive Director Compensation | 33 | | Proposal 2 — 2025 Say-on-Pay for NEOs | 36 | | Proposal 3 — 2025 Director's Remuneration Report | 37 | | Executive Compensation Discussion and Analysis | 38 | | Named Executive Officers | 38 | | Executive Summary | 39 |
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| Proxy Statement 2026 | TechnipFMC | iv |
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| Our Approach to Executive Compensation | 44 | | Executive Compensation Governance | 48 | | 2025 Executive Compensation in Detail | 51 | | Other Compensation, Benefits, and Considerations | 61 | | Summary Compensation Table | 66 | | Grants of Plan-Based Awards Table | 67 | | Outstanding Equity Awards at Fiscal Year-End Table | 69 | | Option Exercises and Stock Vested Table | 70 | | Pension Benefits Table | 71 | | Non-Qualified Deferred Compensation Table | 73 | | Potential Payments upon Termination | 73 | | CEO Pay Ratio | 76 | | Pay Versus Performance | 77 | | Equity Compensation Plan Information | 80 | | Compensation and Talent Committee Report | 81 | | Audit Committee Report | 82 | | Proposal 4 — Receipt of U.K. Annual Report and Accounts | 83 | | Proposal 5 — Ratification of U.S. Auditor | 84 | | Proposal 6 — Reappointment of U.K. Statutory Auditor | 85 | | Proposal 7 — Approval of U.K. Statutory Auditor Fees | 86 | | Proposal 8 — Approval of Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan | 87 | | Proposal 9 — Authority to Allot Equity Securities | 96 | | Proposal 10 — Authority to Allot Equity Securities without Pre-emptive Rights | 98 | | Transactions with Related Persons | 100 | | Security Ownership of Certain Beneficial Owners and Management | 101 | | Delinquent Section 16(a) Reports | 103 | | Proposals for the 2027 Annual General Meeting of Shareholders | 104 | | Shareholders Sharing an Address | 105 | | General Information about the Annual Meeting | 106 | | Appendix A — Reconciliation of Non-GAAP Measures | A-1 | | Appendix B — Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan | B-1 |
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| v | TechnipFMC | Proxy Statement 2026 |
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Proxy Statement for the 2026 Annual General Meeting of Shareholders This Proxy Statement relates to the solicitation of votes or proxies by the Board of Directors (the “Board”) of TechnipFMC plc (the “Company,” “TechnipFMC,” “our,” “us,” or “we”) for use at our 2026 Annual General Meeting of Shareholders and at any adjournment or postponement of such meeting (the “Annual Meeting”). The Notice of Internet Availability of Proxy Materials (the “Notice of Materials”) and related Proxy Materials (as defined below) were first made available to shareholders on or about March 19, 2026, at www.proxyvote.com. You may also request a printed copy of this Proxy Statement and the form of proxy by any of the following methods:
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| | | | | Internet | Telephone | Email | | www.proxyvote.com | 1-800-579-1639 | sendmaterial@proxyvote.com |
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Our U.S. Annual Report on Form 10-K, including consolidated financial statements, for the year ended December 31, 2025 (our “Annual Report on Form 10-K”) and our U.K. Annual Report and Accounts are being made available at the same time and by the same methods. Our registered office is located at Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom. Our telephone number in our Newcastle office is +44 (0) 191 296 7000. Information regarding the Annual Meeting, including the information required by section 311A of the U.K. Companies Act 2006 (the “Companies Act”), can be found at www.technipfmc.com. Information contained on our website is not to be considered as part of the proxy solicitation material and is not incorporated into this Proxy Statement. TechnipFMC is a public limited company incorporated under the laws of England and Wales, and our ordinary shares (the “Ordinary Shares”) trade on the New York Stock Exchange in the United States (the “NYSE”) under the symbol “FTI.” As a result, the Company is governed by the Companies Act, U.S. securities laws and regulations, and the listing standards of the NYSE.
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| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 1, 2026 The Notice of Annual General Meeting of Shareholders and Proxy Statement, Annual Report on Form 10-K, and U.K. Annual Report and Accounts are available at www.proxyvote.com. |
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| Proxy Statement 2026 | TechnipFMC | vi |
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Forward-Looking Statements The Proxy Materials (as defined below) contain “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical or current facts, including statements regarding our environmental and sustainability plans and goals, made in this document are forward-looking. We use words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “commit,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook,” “target,” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These forward-looking statements are based on our current expectations, beliefs, and assumptions concerning future developments and business conditions and their potential effect on us. While management believes these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements include unpredictable trends in the demand for and price of oil and natural gas; competition and unanticipated changes relating to competitive factors in our industry, including ongoing industry consolidation; our inability to develop, implement, and protect new technologies and services and intellectual property related thereto; the cumulative loss of major contracts, customers, alliances, or business disruptions; disruptions in the political, regulatory, economic, and social conditions, or public health crisis in the countries where we conduct business; the impact of our existing and future indebtedness; a downgrade in our debt rating; the risks caused by our acquisition and divestiture activities; additional costs or risks from increasing scrutiny and expectations regarding sustainability matters; uncertainties related to our investments, including those related to energy transition; the risks caused by fixed-price contracts; our failure to timely deliver our backlog; our reliance on subcontractors, suppliers, and our joint venture partners; challenges with managing artificial intelligence, machine learning, data science, and similar technologies; a failure or breach of our IT infrastructure or that of our subcontractors, suppliers, or joint venture partners, including as a result of cyber-attacks; risks of pirates and maritime conflicts endangering our maritime employees and assets; any delays and cost overruns of capital asset construction projects for vessels and manufacturing facilities; potential liabilities inherent in the industries in which we operate or have operated; our failure to comply with existing and future laws and regulations, including those related to environmental protection, climate change, health and safety, labor and employment, import/export controls, currency exchange, bribery and corruption, taxation, privacy, data protection, data security, and artificial intelligence; uninsured claims and litigation against us; the additional restrictions on dividend payouts or share repurchases as an English public limited company; tax laws, treaties and regulations, and any unfavorable findings by relevant tax authorities; significant changes or developments in U.S. or other national trade policies, including tariffs and the reactions of other countries thereto; potential departure of our key managers and employees; adverse seasonal, weather, and other climatic conditions; unfavorable currency exchange rates; risk in connection with our defined benefit pension plan commitments; and our inability to obtain sufficient bonding capacity for certain contracts, as well as the risk factors discussed in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our annual reports on Form 10-K and quarterly reports on Form 10-Q. In addition, sustainability-related statements—whether historical, current, or forward-looking are often based on evolving methodologies, data, and internal controls and processes. Like other companies, our approach to these matters continues to develop, and we cannot guarantee alignment with the expectations or preferences of any particular stakeholder. Forward-looking and other statements in the Proxy Materials may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this document. Such corporate responsibility and sustainability matters are often informed by frameworks that use varying materiality standards that can differ from, and are often more expansive than, those applicable for purposes of our SEC filings. Additionally, any references to our website or other materials not included in our Proxy Materials are, absent express language to the contrary, not incorporated by reference into these documents. With respect to sustainability information that pertains to our third-party vendors, suppliers, and partners, we often rely on such
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| vii | TechnipFMC | Proxy Statement 2026 |
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third parties’ data and do not independently verify or audit, or commit to independently verifying or auditing, their information. These factors, as well as any inaccuracies in third-party information we use, including in estimates or assumptions, may cause results to differ materially and adversely from statements, estimates, and beliefs made by us or third parties. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise, except to the extent required by law. Additionally, we note that standards and expectations regarding greenhouse gas (“GHG”) accounting and the processes for measuring and counting GHG emissions, GHG emission reductions, and other sustainability-related metrics are evolving, and it is possible that our approaches both to measuring our emissions and to reducing emissions and measuring those reductions may be, either currently by some stakeholders or at some point in the future, considered inconsistent with common or best practices with respect to measuring and accounting for such matters, and reducing overall emissions. Similarly, while we reference various frameworks, we cannot guarantee, and words such as “accord,” “alignment,” or similar should not be understood to mean, complete alignment with the requirements of such frameworks or any particular interpretations thereunder. Our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.
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| Proxy Statement 2026 | TechnipFMC | viii |
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2026 Proxy Summary Along with the Notice of Annual General Meeting of Shareholders, we are providing this Proxy Statement, the U.K. Annual Report and Accounts, and the Annual Report on Form 10-K in connection with the Annual Meeting (collectively, the “Proxy Materials”). This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider regarding each of the proposals to be voted on at the Annual Meeting. Please read the entire Proxy Statement carefully before voting. For further information regarding our 2025 financial performance, please review our Annual Report on Form 10-K and our U.K. Annual Report and Accounts. Annual Meeting Information
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| | Time and Date May 1, 2026 at 4:00 p.m., London time | | Place Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom | | Voting Deadline 11:59 p.m., New York time, on April 30, 2026 | | | Voting Each Ordinary Share is entitled to one vote for each of the proposals to be voted on. | | Admission Admission ticket and valid photo identification required. Please see “General Information about the Annual Meeting — Who can attend the Annual Meeting?” for more information. | | | | | | Please follow the voting instructions on your proxy card and/or your voting instruction form as different voting deadlines may be applicable depending on how you hold your shares. Please also review “How do I vote?” in the section entitled “General Information about the Annual Meeting.” | | | | | | Record Date March 9, 2026 | | | | |
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Voting Matters and Board Recommendations The full text of each resolution to be voted on at the Annual Meeting is set out in the Notice of Annual General Meeting of Shareholders.
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| Proposal to be Voted Upon | Board Recommendation | Where You Can Find More Information | | Ordinary Resolutions | | | | 1: (a)-(i) Election of Directors | FOR Each Director Nominee | Page 10 | | 2: 2025 U.S. Say-on-Pay for Named Executive Officers | FOR | Page 36 | | 3: 2025 U.K. Directors’ Remuneration Report | FOR | Page 37 | | 4: Receipt of U.K. Annual Report and Accounts | FOR | Page 83 | | 5: Ratification of PwC as U.S. Auditor | FOR | Page 84 | | 6: Reappointment of PwC as U.K. Statutory Auditor | FOR | Page 85 | | 7: Approval of U.K. Statutory Auditor Fees | FOR | Page 86 | | 8: Approval of Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan | FOR | Page 87 | | 9: Authority to Allot Equity Securities | FOR | Page 96 | | Special Resolution | | | | 10: Authority to Allot Equity Securities without Pre-emptive Rights | FOR | Page 98 |
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| Proxy Statement 2026 | TechnipFMC | 1 |
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| 2026 Proxy Summary | Table of Contents |
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Director Nominees Key Board Statistics after Annual Meeting
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| 8 of 9 Independent Directors | 66 Average Age | 7 years Average Tenure |
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Our director nominees and their current committee assignments:
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| | | | | | Douglas J. Pferdehirt Chair and CEO Age: 62 Committees: None | | Robert G. Gwin Lead Independent Director Age: 62 Committees: Compensation and Talent | | | | | | | | Eleazar de Carvalho Filho Independent Age: 68 Committees: NomGov (Chair) | | Claire S. Farley Independent Age: 67 Committees: Audit | | | | | | | | John O’Leary Independent Age: 70 Committees: Compensation and Talent (Chair) | | Margareth Øvrum Independent Age: 67 Committees: NomGov | | | | | | | | Kay G. Priestly Independent Age: 70 Committees: Audit (Chair) | | John Yearwood Independent Age: 66 Committees: Compensation and Talent, NomGov | | | | | Detailed biographies for each of our director nominees are disclosed in the section entitled “Proposal 1(a)-(i) — Election of Directors — Director Nominees.” | | | Sophie Zurquiyah Independent Age: 59 Committees: Audit | | | |
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| 2 | TechnipFMC | Proxy Statement 2026 |
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| Table of Contents | 2026 Proxy Summary |
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2025 Financial Performance
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| Total Company | | $11.2 billion Inbound orders | | | •Inbound orders1 of $11.2 billion drove backlog growth of 15% year-over-year to $16.6 billion | | | | •Cash provided by operating activities increased 84% to $1.8 billion versus the prior year, with free cash flow2 growing 113% to $1.4 billion | | | | •Shareholder distributions more than doubled versus the prior year—returning $1 billion through share repurchases and dividends—and authorized additional share repurchases of up to $2 billion | | | | •Increased Company’s financial flexibility by reducing total short-term and long-term debt by $455.2 million while maintaining cash and cash equivalents above $1 billion | | | | •Reiterated our commitment to robust shareholder distributions, pledging to return at least 70% of free cash flow to shareholders in 2026 | | | | | $10.1 billion Inbound orders | | Subsea | •Delivered on our commitment to achieve $30 billion in Subsea inbound orders over the 3-year period ending 2025, including $10.1 billion of orders in 2025 | | | | •Services inbound increased for a fifth consecutive year to more than $1.8 billion, supported by a growing installed base and aging infrastructure | | | | •Combination of direct awards, iEPCI™ projects, and services exceeded 80% of Subsea inbound orders for the year, highlighting the strength of our differentiated offerings and innovative technologies | | | | •New iEPCI™ alliances with Vår Energi and Cairn Oil & Gas provide additional integrated opportunities | | | | | $1.1 billion Inbound orders | | Surface Technologies | •Inbound orders of $1.1 billion were driven by international markets | | | | •Revenue from international markets increased year-over-year, representing 65% of segment revenue | | | | •Experienced further commercial success of iComplete®—our high-performance, surface pressure containment ecosystem—with increased client adoption in high activity basins | |
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(1)Reported financial results for the 12 months ended December 31, 2025, and inbound and backlog as of December 31, 2025, are included in our Annual Report on Form 10-K. (2)Free cash flow is calculated as cash flow from operations less capital expenditures and is a non-GAAP measure. See “Appendix A — Reconciliation of Non-GAAP Measures” in this Proxy Statement for a reconciliation of non-GAAP measures to their most comparable GAAP measures.
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| For additional details regarding our 2025 financial performance, please see our Annual Report on Form 10-K, which reports our results using U.S. generally accepted accounting principles (“GAAP”), and our U.K. Annual Report and Accounts, which reports our results using international financial reporting standards (as adopted by the United Kingdom). |
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| 2026 Proxy Summary | Table of Contents |
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Governance Highlights Board and Governance Best Practices
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| Independent Board Oversight | | | Robust Lead Independent Director role | | | All directors are independent except the Chair and CEO | | | Fully independent Board committees | | | Regular executive sessions of independent directors | | | Governance Best Practices | | | Board oversight of sustainability matters through Nominating and Governance (“NomGov”) Committee on strategic sustainability initiatives; Audit Committee on certain metrics and reporting on cybersecurity and artificial intelligence; and Compensation and Talent (“C&T”) Committee on equal opportunity and inclusion | | | Annual election of directors under majority vote standard | | | Engaged Board with deep expertise, skills, and experience that are closely tied to business strategy | | | Annual shareholder engagement program to solicit feedback on Company practices | | | Ongoing Board refreshment efforts informed by a comprehensive annual Board and committee self-evaluation process, reflected by one new director in each of 2019, 2020, 2021, and 2023 | | | Board oversight of risk management structures | | | Regular review of the mix of experience, qualifications, and skills in the boardroom to meet evolving needs of the business, coupled with new director orientation and continuing education | | | Code of Business Conduct applicable to directors | | | Governance Guidelines with director retirement policy | | | Director share ownership requirements | |
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| For additional details on the Company’s corporate governance practices, please see the section entitled “Corporate Governance.” |
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| Table of Contents | 2026 Proxy Summary |
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2025-2026 Shareholder Engagement Program In 2025-2026, our annual shareholder engagement program allowed us to better understand and more closely align with our shareholders’ priorities and perspectives.
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| | | | | Shareholder Engagement Team SVP, Investor Relations and Corporate Development • EVP, Chief Legal Officer and Secretary • EVP, People and Culture • Other members of senior leadership, as applicable | | | | | | | | Who We | Key | Actions Informed by | | Engaged With | Topics | Shareholder Feedback |
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| Contacted shareholders representing 62% of our outstanding shares | •Company Financial Performance •Actions taken to increase shareholder value •Executive Compensation •Philosophy and design, including metrics and weighting •Corporate Governance •Board refreshment, skills, and composition •Sustainability •Board oversight | •Executive Compensation •Re-affirmed our commitment to prioritizing performance-based conditions in long-term incentive awards •Continued to have a strong link between compensation, performance, and shareholder interests •Sustainability •Reviewed the application of sustainability metrics in our short-term incentive program to ensure alignment with evolving compensation practices | | Met with shareholders representing 31% of our outstanding shares | | |
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For more information on our shareholder engagement program, please see the sections entitled “Corporate Governance — Shareholder Engagement” and “Executive Compensation Discussion and Analysis — Executive Summary — Say-on-Pay and Shareholder Engagement.”
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| 2026 Proxy Summary | Table of Contents |
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Executive Compensation Named Executive Officers Our named executive officers (“NEOs”) for 2025 are:
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| | | | | | Douglas J. Pferdehirt Age: 62 Position Held in 2025: Chair and Chief Executive Officer | | Alf Melin Age: 56 Position Held in 2025: Executive Vice President and Chief Financial Officer | | | | | | | | Justin Rounce Age: 59 Position Held in 2025: Executive Vice President and Chief Technology Officer | | Thierry Conti Age: 42 Position Held in 2025: President, Surface Technologies | | | | | | | | Jonathan Landes Age: 53 Position Held in 2025: President, Subsea | | | |
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Our Executive Compensation Philosophy As a leading technology provider to the traditional and new energies industries, we are committed to delivering on our vision and purpose—to bring together the scope, expertise, and determination to transform our client’s project economics. The C&T Committee ensures that our executive compensation program attracts, retains, and motivates exceptionally talented individuals who drive these ambitions forward, aligning leadership incentives with Company goals and shareholder value creation.
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| Our executive compensation philosophy is built around three core principles that emphasize pay-for-performance and delivering on our business strategies and shareholders’ interests: | | Align compensation to key business objectives that drive sustainable shareholder value creation. Incentivize executives to exceed our short-term and long-term goals and objectives through significant at-risk compensation. Attract, retain, and motivate highly skilled executive talent through a competitive compensation program. |
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| 6 | TechnipFMC | Proxy Statement 2026 |
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| Table of Contents | 2026 Proxy Summary |
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| What We Do: | | What We Don’t Do: | | | | Pay for performance by aligning performance measures with our strategy and shareholder interests | | Single-trigger vesting upon a change-in-control | | | Ensure the majority of NEO compensation is performance-based, “at-risk” compensation | | Guaranteed bonuses | | | Maintain a clawback policy in the event of erroneously awarded incentive-based compensation resulting from a financial restatement, malfeasance, or fraud | | Uncapped incentives | | | Require robust share ownership by executives and directors | | Tax gross-ups on any severance payments | | | Engage an independent, external compensation consultant | | Excessive perquisites, benefits, or pension payments | | | Benchmark compensation against relevant industry peer groups | | Discounting, reloading, or repricing of stock options | | | Cap PSU payout at target when relative total shareholder return (“TSR”) exceeds peers’ TSR, but absolute TSR is negative | | Hedging and pledging of Company securities |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Our annual executive compensation framework is summarized below. For additional details regarding our executive compensation program for 2025, please see the section entitled “Executive Compensation Discussion and Analysis.”
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Component | | Objective | | | | | | | FIXED | Base Salary | Provide market competitive compensation for the role | • | •Fixed cash compensation •Reflects major responsibilities of an NEO’s role •Set with reference to median compensation market levels of Compensation Peer Group, and positioned accordingly above or below median based on experience, performance, and expected contribution | | | | | VARIABLE | Annual Cash Incentive Bonus | Drive and reward the achievement of short-term Company strategic goals and individual contributions | • | | Adjusted EBITDA Margin1 | | Strategic Personal Objectives | | | | | | | Free Cash Flow | | | | | Annual Long-Term Equity Incentives | Drive and reward the achievement of long-term results and shareholder value creation while reinforcing retention | • | | 50% ROIC 50% Relative TSR | | |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
(1)“Adjusted EBITDA Margin,” for purposes of the compensation incentives, excludes foreign exchange, net, and is a non-GAAP measure. See “Appendix A — Reconciliation of Non-GAAP Measures” in this Proxy Statement for a reconciliation of non-GAAP measures to their most comparable GAAP measures.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Proxy Statement 2026 | TechnipFMC | 7 |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Sustainability Our sustainability decisions are guided by our Core Values and Foundational Beliefs, which underpin our commitment to responsible corporate citizenship. These principles inform our approach to sustainability and support the achievement of strategic objectives aligned with long-term value creation. In support of this commitment, we have implemented measures to promote accountability by integrating defined sustainability objectives—such as workplace safety, human rights, environmental stewardship, inclusive workplace culture, community engagement, and long‑term social impact—into our executives’ strategic personal objectives ("SPOs") within our annual cash incentive plan, complementing the operational, functional, and financial goals aligned to each executive’s area of responsibility. In addition, we use a sustainability scorecard framework that establishes measurable goals and facilitates tracking of performance over multi-year periods. This framework reflects our focus on driving meaningful progress, monitoring outcomes, and aligning our sustainability efforts with the interests of our stakeholders. For details on our 2024-2026 Sustainability Scorecard (the “Scorecard”), including how each metric is assessed and 2025 results, please see the section entitled “Corporate Sustainability” in our U.K. Annual Report and Accounts. Governance of Corporate Sustainability Matters Board Oversight All Board members participate in oversight of corporate sustainability matters. Oversight is concentrated in the NomGov Committee, which, as set forth in its charter, has principal responsibility for overseeing our strategic sustainability initiatives. These areas of oversight include: •Environmental stewardship, responsible investment, corporate citizenship, climate change, human rights, and sustainability risk management; •Reviewing and monitoring the development and implementation of targets, standards, metrics, or methodologies to track the Company’s sustainability performance; and •Reviewing the Company’s engagement with stakeholders and public disclosures with respect to sustainability matters. In addition to oversight by the NomGov Committee, the Audit Committee and the C&T Committee also oversee certain sustainability matters that align with their areas of responsibility as detailed in each committee’s charter.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| 8 | TechnipFMC | Proxy Statement 2026 |
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| Table of Contents | Sustainability |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | | | | Board of Directors Corporate Sustainability Oversight | | | | | | | | NomGov | Compensation and | Audit | | Committee | Talent Committee | Committee | | •Policies, programs, and strategies related to environmental stewardship, responsible investment, corporate citizenship, climate change, human rights, and sustainability risk management •Development and implementation of targets, standards, metrics, and methodologies related to sustainability •Public disclosures with respect to sustainability matters •Policies that support integrity in everything we do, including respect for humanity | •Global strategy and initiatives related to equal opportunity and inclusion efforts and to contributions to the world around us •Executive compensation structure, which includes strategic personal objectives related to sustainability initiatives | •Along with the NomGov Committee, systems and controls for the prevention of bribery and receive reports on non-compliance •Cybersecurity and artificial intelligence risk management |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Management Oversight TechnipFMC’s Executive Leadership Team sets the overall direction and approach for our sustainability efforts, and two members of the Executive Leadership Team, who are directly responsible for various aspects of our sustainability programs, lead the Company's Sustainability Steering Committee. The Sustainability Steering Committee is responsible for the specific Company initiatives toward corporate responsibility, sustainability, climate-related risks and opportunities, and actions aimed to further such initiatives. The Sustainability Steering Committee sets the direction and long-term strategy to achieve our sustainability-related plans, the development and implementation of targets, standards, and metrics, and methodologies to achieve our goals, and publication of our external communication on sustainability initiatives. The Sustainability Steering Committee regularly receives updates from, and provides guidance to, subject-matter experts in each of the sustainability pillars, coordinating activity across the Company that underpins our corporate sustainability strategy. For more information on our governance of sustainability programs, please see the section entitled “Corporate Sustainability” in our U.K. Annual Report and Accounts.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Proxy Statement 2026 | TechnipFMC | 9 |
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Proposal 1 — Election of Directors
What am I voting on?
| | Career Highlights •Mr. Pferdehirt has served as our CEO since the merger of FMC Technologies, Inc. and Technip S.A. and as our Chair since May 1, 2019. •He was previously President and Chief Executive Officer of FMC Technologies from 2016 to 2017 and Chief Operating Officer from 2012 to 2016. •Prior to joining FMC Technologies in 2012, he spent 26 years at Schlumberger Limited in a succession of executive leadership positions. Key Skills and Qualifications •Strong executive leadership experience, including serving as Chief Executive Officer of TechnipFMC and FMC Technologies •Deep knowledge of the Company’s strategy, markets, technology, and operations •Extensive energy industry experience and long-standing client and industry relationships •Expertise in financial oversight, risk management, strategy, and mergers and acquisitions •Leadership in health, safety, environmental, and social responsibility matters •Thorough understanding of the cultural, political, and regulatory environments in countries where the Company has significant operations •Ability to serve as an effective link between the Company’s management and the Board, supporting the Board in the performance of its oversight responsibilities Other Public Company Directorships •Current: None •Formerly Held in Past Five Years: None | | Douglas J. Pferdehirt Chair and CEO Age: 62 Director Since: 2017 Committees: None | |
What am I voting on?
| | Career Highlights •Robert G. Gwin was President of Anadarko Petroleum Corporation, one of the world’s largest independent oil and natural gas exploration and production companies, until August of 2019 when the company was purchased by Occidental Petroleum Corporation, and previously served as Executive Vice President, Finance and Chief Financial Officer of Anadarko from 2009 to 2018. •Mr. Gwin served as founding President and CEO of Western Gas Partners, LP from 2007 to 2010, as well as chairman of the boards of both Western Gas Partners, LP and its general partner Western Gas Equity Partners, LP from 2009 to 2018, and as a director of both entities from 2007 to 2019. Key Skills and Qualifications •Significant management and operational experience as an executive of a major oil and gas company with international operations •Expertise in strategy and operations, including sustainability and technology initiatives, as well as financial oversight, risk management, and mergers and acquisitions •Oil and gas exploration and production experience •Experience serving on the boards of public and private companies with international operations Other Public Company Directorships •Current: Crescent Energy Company •Formerly Held in Past Five Years: Pembina Pipeline Corporation and Enable Midstream Partners | | Robert G. Gwin Lead Independent Director Age: 62 Director Since: 2023 Committees: C&T | |
What am I voting on?
| | Career Highlights •Mr. Carvalho Filho has been a Founding Partner of Virtus BR Partners Assessoria Corporativa Ltda. since May 2009 and is also a Founding Partner of Sinfonia Consultoria Financeira e Participações Ltda. since August 2012, both of which are financial advisory and consulting firms. •He served as Chief Executive Officer and Managing Partner of Unibanco Investment Bank, a Brazilian investment bank, from April 2008 to March 2009. •Mr. Carvalho Filho was a consultant for BHP Billiton Metais SA, a global natural resources company, from 2006 to 2011. •He was a Founding Partner of Iposeira Capital Ltda., established in 2003, as well as STK Capital Gestora de Recursos Ltda., established in 2010, which are independent advisory and asset management companies. Key Skills and Qualifications •Executive management experience, including as chief executive officer and founding/managing partner of international investment organizations •International investment and operating experience across global markets •Expertise in financial oversight, strategy, risk management, and mergers and acquisitions •Leadership in health, safety, environmental, and social responsibility matters •Experience serving on the boards of public and private companies with international operations •International leadership experience in key global markets, including Brazil, where the Company has significant operations Other Public Company Directorships •Current: Brookfield Renewable Corporation and Companhia Brasileira de Distribuicão (Grupo Pão de Açúcar) •Formerly Held in Past Five Years: Cnova N.V., an affiliate of Companhia Brasileira de Distribuicão; and Oi S.A | | Eleazar de Carvalho Filho Independent Age: 68 Director Since: 2017 Committees: NomGov (Chair) | |
What am I voting on?
| | Career Highlights •Ms. Farley was a partner at KKR & Co. L.P., a global investment firm from 2013 until her retirement in 2016, and subsequently served as Senior Advisor from 2016 to 2022 and Vice Chair of the Energy business from 2016 to 2021. •She began her affiliation with KKR in September 2010 as a co-founder of RPM Energy, LLC, a privately owned oil and gas exploration and development company, which partnered with KKR. •Prior to founding RPM Energy, Ms. Farley was an Advisory Director at Jefferies Randall & Dewey, a global oil and gas industry advisor, and was Co-President of Jefferies Randall & Dewey from February 2005 to July 2008. •Prior to that, Ms. Farley served as Chief Executive Officer of Randall & Dewey, an oil and gas asset transaction advisory firm, from September 2002 until February 2005, when Randall and Dewey became the Oil and Gas Investment Banking Group of Jefferies & Company. •Ms. Farley has extensive oil and gas exploration expertise, holding several positions within Texaco from 1981 to 1999, including President of Worldwide Exploration and New Ventures, President of North American Production, and Chief Executive Officer of Hydro-Texaco, Inc. •Ms. Farley also served as Chief Executive Officer of Intelligent Diagnostics Corporation from October 1999 to January 2001 and Trade-Ranger Inc. from January 2001 to May 2002. Key Skills and Qualifications •Executive management experience, including as chief executive officer of several major organizations •Oil and gas exploration and production experience •Extensive energy industry experience and client relationships •Expertise in financial oversight, risk management, strategy, and mergers and acquisitions •Experience serving on the boards of public and private companies with international operations Other Public Company Directorships •Current: LyondellBasell Industries B.V. and Crescent Energy Company •Formerly Held in Past Five Years: None | | Claire S. Farley Independent Age: 67 Director Since: 2017 Committees: Audit | |
What am I voting on?
| | Career Highlights •Mr. O’Leary has served as Chief Executive Officer of Strand Energy, a Dubai-based company specializing in business development in the oil and gas industry, since January 2007. •From 2004 to 2006, he was a partner in Pareto Offshore ASA, a Norwegian consulting firm in the exploration and production sector. •From 1997 to 2004, Mr. O’Leary served in various roles, most recently as President, for Pride International, Inc., a company specializing in onshore and offshore drilling, which acquired his former company, Forasol-Foramer N.V. •He previously served as Vice Chair for Marketing for Forasol-Foramer from 1990 to 1998, and, prior to that, served as Development and Partnerships Manager from 1985 to 1989. •He began his career as a trader in the Irish National Petroleum Corporation before joining Total S.A. as a drilling engineer in 1980. Key Skills and Qualifications •Significant industry and leadership experience gained as an executive in international oil and gas companies •Drilling, well construction, and oilfield services experience •Expertise in strategy, risk management, and mergers and acquisitions •Experience serving on the boards of public and private companies with international operations •International leadership experience in key global markets, including the Middle East, where the Company has significant operations Other Public Company Directorships •Current: None •Formerly Held in Past Five Years: None | | John O’Leary Independent Age: 70 Director Since: 2017 Committees: C&T (Chair) | |
What am I voting on?
| | Career Highlights •Ms. Øvrum has more than 40 years of experience at Equinor (formerly Statoil), a Norwegian energy company, where she served as Executive Vice President of Equinor ASA, Development and Production Brazil, until her retirement in December 2020. •Ms. Øvrum held a succession of leadership positions at Equinor, including President, Equinor Brazil, from 2018 to 2020; Executive Vice President of Technology, Projects, and Drilling from 2011 to 2018; Executive Vice President of Technology and New Energy for Statoil Hydro, from 2007 to 2011; Executive Vice President of Technology and Projects, from 2004 to 2007; and Executive Vice President of Health, Safety, and the Environment, during 2004. •She has also held numerous management and operations positions, including Senior Vice President, Operations Support, Exploration and Production, Norway from 2000 to 2003; Senior Vice President, Operations, Veslefrikk, from 1996 to 1999; Offshore Installation Manager from 1993 to 1996; Production and Maintenance Superintendent from 1991 to 1993; Department Head, Operations Technology from 1989 to 1991; Section Head, Maintenance and Activity Planning from 1988 to 1989; and Strategic Analysis, Production and Maintenance, from 1982 to 1987. •Ms. Øvrum began her career at Equinor in 1982 in Strategic Analysis, and in 1993, became the first female and the youngest platform manager of the company’s Gulfaks field in the North Sea. Key Skills and Qualifications •Significant management, technology, and operational experience as an executive of a major oil and gas company with international operations •Subsea engineering and oilfield services experience, with expertise across the full lifecycle of offshore oil and gas developments •Expertise in strategy and operations, including sustainability and technology initiatives •Experience serving on the boards of public and private companies with international operations •International leadership experience in key global markets, including Norway and Brazil, where the Company has significant operations Other Public Company Directorships •Current: FMC Corporation and Harbour Energy plc •Formerly Held in Past Five Years: Transocean Ltd. | | Margareth Øvrum Independent Age: 67 Director Since: 2020 Committees: NomGov | |
What am I voting on?
| | Career Highlights •Ms. Priestly served as Chief Executive Officer of Turquoise Hill Resources Ltd., an international mining company focused on copper, gold, and coal in the Asia Pacific region, from May 2012 until her retirement in December 2014. •She previously served as Chief Financial Officer of Rio Tinto Copper (a division of the Rio Tinto Group – Rio Tinto plc and Rio Tinto Limited), a global metal and mining corporation, from 2008 until her appointment as Chief Executive Officer of Turquoise Hill Resources in 2012. •From 2006 to 2008, she was Vice President, Finance, and Chief Financial Officer of Rio Tinto’s Kennecott Utah Copper operations. •Ms. Priestly served as Vice President, Risk Management, and General Auditor for Entergy Corporation, an integrated energy company engaged primarily in electric power production and retail distribution operations, from 2004 to 2006. •Ms. Priestly began her career with global professional services firm Arthur Andersen, where she progressed from staff accountant to partner, holding various management and leadership positions, including serving on the global executive team as Global Managing Partner – People. During her 24 years with Arthur Andersen, she provided tax, consulting, and M&A services to global companies across many industries, including energy, mining, manufacturing, and services. Key Skills and Qualifications •Executive management experience as a chief executive officer and senior officer of major organizations with international operations •Expertise in financial oversight, strategy, risk management, and mergers and acquisitions •Extensive consulting experience •Cross-industry experience, including extensive work in the energy and mining sectors, with a thorough understanding of regulatory, political, and operating environments across international markets where the Company has significant operations Other Public Company Directorships •Current: SSR Mining Inc. •Formerly Held in Past Five Years: Stericycle, Inc. | | Kay G. Priestly Independent Age: 70 Director Since: 2017 Committees: Audit (Chair) | |
What am I voting on?
| | Career Highlights •Mr. Yearwood served as President, Chief Executive Officer, and Chief Operating Officer of Smith International, Inc., a Houston-based company specializing in the provision of services and the manufacturing of products used by the drilling industry from 2009 until August 2010, when the company merged with Schlumberger Limited. •Prior to joining Smith International, Inc., he spent more than 26 years at Schlumberger Limited in a succession of executive leadership positions, including President of North and South America Oilfield Services from 2004 to 2006; Vice President, Finance, WesternGeco and OFS Controller from 2000 to 2004; and Vice President, Marketing from 1999 to 2000. •He began his career serving in numerous management and technical positions for Schlumberger Limited and Dowell Schlumberger, a joint venture with Dow Chemical. Key Skills and Qualifications •Significant executive management experience as an executive of a major oil and gas company with international operations •Oil and gas exploration and product experience •Expertise in technology, strategy, governance, and mergers and acquisitions •Experience serving on the boards of public and private companies with international operations •International leadership experience in key global markets where the Company has significant operations Other Public Company Directorships •Current: Nabors Industries Ltd. and Vast Renewables Limited •Formerly Held in Past Five Years: Nabors Energy Transition Corp, an affiliate of Nabors Industries Ltd., which merged with Vast Renewables Limited | | John Yearwood Independent Age: 66 Director Since: 2019 Committees: C&T, NomGov | |
What am I voting on?
| | Career Highlights •Ms. Zurquiyah has served as Chief Executive Officer of Viridien S.A., formerly known as CGG S.A., an advanced technology, digital, and earth data leader, since April 2018, and she has served as Chair of Viridien’s board of directors since April 2025. Ms. Zurquiyah has held a succession of leadership positions at Viridien, including as Senior Executive Vice President in charge of the Geology, Geophysics, and Reservoir segment. •Ms. Zurquiyah joined Schlumberger Limited in 1991 as an interpretation engineer and geophysicist and held successively senior positions before joining Viridien in 2013. She served as Schlumberger Limited’s Vice President of Technology Sustaining from August 2012 to January 2013, as well as its President, Data and Consulting Services, from May 2009 to July 2012. Prior to this, she was Schlumberger Limited’s Chief Information Officer from January 2007 to April 2009. Key Skills and Qualifications •Executive management experience, including as Chair and Chief Executive Officer of Viridien S.A. •Oilfield services experience, including geoscience and subsea •International leadership experience in key global markets where the Company has significant operations •Expertise in financial oversight, human resources, technology, and sustainability •Experience serving on the boards of public and private companies with international operations Other Public Company Directorships •Current: Viridien S.A. •Formerly Held in Past Five Years: Safran S.A. | | Sophie Zurquiyah Independent Age: 59 Director Since: 2021 Committees: Audit | |
What am I voting on?
| Key Non-executive Director Compensation Practices | | | | The C&T Committee engages an independent compensation consultant to recommend changes in compensation for non-executive directors, based on market and peer competitiveness and program strategy trends in non-executive director compensation. | | | Non-executive director compensation is reviewed annually by our C&T Committee, comprising independent directors, and any changes must be approved by our full Board. | | | Our Directors’ Remuneration Policy provides for an annual cap on total remuneration. | | | Each non-executive director is subject to a share ownership requirement of 5x the annual cash retainer. |
What am I voting on?
| Director Compensation | Table of Contents |
Members of the Board of Directors
| Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)3 | All Other Compensation ($) | Total ($) | | Eleazar de Carvalho Filho | 130,000 | 185,000 | 0 | 315,000 | | Claire S. Farley2 | 165,000 | 185,000 | 0 | 350,000 | | Robert Gwin2 | 115,000 | 185,000 | 0 | 300,000 | | John O’Leary | 135,000 | 185,000 | 0 | 320,000 | | Margareth Øvrum | 115,000 | 185,000 | 0 | 300,000 | | Kay G. Priestly | 140,000 | 185,000 | 0 | 325,000 | | John Yearwood | 125,000 | 185,000 | 0 | 310,000 | | Sophie Zurquiyah | 115,000 | 185,000 | 0 | 300,000 |
Members of the Board of Directors
| Table of Contents | Director Compensation |
Members of the Board of Directors
(3)RSU grants were valued using the closing price on the NYSE of the Company’s Ordinary Shares on February 21, 2025 of $29.13 per share, in accordance with the SEC proxy disclosure rules and Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The RSUs are forfeited if a director leaves the Board prior to the vesting date of the RSUs, except in the event of death, disability, a change in control of the Company in which case the RSUs will fully vest. The aggregate outstanding RSUs held by each of the Company’s non-executive directors on December 31, 2025, was 585,982 (535,182 of which were vested but not yet settled in Ordinary Shares as of December 31, 2025). Dividend equivalents will accrue on the RSUs to the extent the Company pays dividends on its Ordinary Shares. The individual values for each non-executive director are as follows:
Members of the Board of Directors
| Name | Total Outstanding RSUs held on December 31, 2025 | Outstanding RSUs that are vested but not settled | | Eleazar de Carvalho Filho | 52,741 | 46,391 | | Claire Farley | 120,826 | 114,476 | | Robert Gwin | 19,881 | 13,531 | | John O’Leary | 111,445 | 105,095 | | Margareth Øvrum | 81,497 | 75,147 | | Kay Priestly | 108,335 | 101,985 | | John Yearwood | 28,279 | 21,929 | | Sophie Zurquiyah | 62,978 | 56,628 |
Members of the Board of Directors
Other Benefits Each non-executive director receives reimbursement for travel and other related expenses incurred in connection with attending Board and committee meetings. Director Share Ownership Requirements
Members of the Board of Directors
| To further align the interests of non-executive directors with the interests of the Company’s shareholders, each non-executive director is subject to a share ownership requirement. | | | Ownership Requirement | 5x the annual cash retainer | | Covered Share Interests | Ordinary Shares and RSUs that the director owns and/or has a beneficial interest | | Time for Achievement | Five years from initial appointment |
Members of the Board of Directors
All of our directors met their applicable share ownership requirements as of December 31, 2025.
Members of the Board of Directors
| Proxy Statement 2026 | TechnipFMC | 35 |
Members of the Board of Directors
Proposal 2 — 2025 Say-on-Pay for NEOs Executive compensation is important to the Company, the Board, the C&T Committee, and the Company’s shareholders. Our executive compensation program is reviewed by the C&T Committee with the objective of developing a program that drives the achievement of the Company’s overall performance and business strategies to create and preserve value for our shareholders. Our say-on-pay vote gives our shareholders the opportunity to vote on a non-binding, advisory basis, to approve the compensation of our NEOs as disclosed in this Proxy Statement, including the Executive Compensation Discussion and Analysis, compensation tables, and narrative discussion. We currently include this advisory vote on an annual basis, and the next vote is expected to occur at our 2027 Annual Meeting. While the say-on-pay vote is advisory and therefore not binding, our Board and C&T Committee value the perspectives of our shareholders, which we receive through a number of channels, including the say-on-pay vote. We carefully consider our shareholders’ feedback throughout the year in evaluating our executive compensation program. We are asking our shareholders to approve the compensation of our NEOs by casting a vote “FOR” the following resolution: “RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Executive Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.” Where can I find information about executive compensation? The “Executive Compensation Discussion and Analysis” section of this Proxy Statement describes in detail our executive compensation program and decisions made by our C&T Committee for 2025. Is this vote binding on the Board or the C&T Committee? This vote is advisory only, pursuant to Section 14(a) of the Exchange Act, and our NEOs’ 2025 compensation is not conditional on it. The vote will not be binding upon the Board or the C&T Committee, and neither the Board nor the C&T Committee will be required to take any action (or refrain from taking any action) as a result of the outcome of the vote on this proposal. The Board values shareholders’ feedback, and the C&T Committee will review and consider the outcome of the vote, as well as feedback received directly from shareholders from our shareholder engagement program, in connection with the ongoing review of the Company’s executive compensation program.
Members of the Board of Directors
| How does the Board recommend that I vote? | | The Board recommends that you vote “FOR” this proposal. |
Members of the Board of Directors
| 36 | TechnipFMC | Proxy Statement 2026 |
Members of the Board of Directors
Proposal 3 — 2025 Directors’ Remuneration Report All U.K. incorporated companies that are “quoted companies” under the Companies Act are required to submit their directors’ remuneration report to shareholders on an annual basis. As such, we are asking our shareholders to approve, on a non-binding advisory basis, the 2025 Directors’ Remuneration Report of our U.K. Annual Report and Accounts, which reports our 2025 executive and non-executive directors’ compensation. Please see the discussion under “Executive Compensation Discussion and Analysis” below for the reasons why the Board is recommending that the shareholders vote “FOR” the 2025 Directors’ Remuneration Report. Is this vote binding on the Board or the C&T Committee? This vote is advisory only, pursuant to the Companies Act, and our directors’ entitlement to receive remuneration is not conditional on it. Payments made or promised to directors will not have to be repaid, reduced, or withheld in the event the resolution is not passed. The resolution and vote are a means of providing shareholder feedback to the Board. The Board values shareholders’ feedback, and the C&T Committee will review and consider the outcome of the vote in connection with the ongoing review of the Company’s executive director and non-executive director compensation program.
Members of the Board of Directors
| How does the Board recommend that I vote? | | The Board recommends that you vote “FOR” this proposal. |
Members of the Board of Directors
| Proxy Statement 2026 | TechnipFMC | 37 |
Members of the Board of Directors
Executive Compensation Discussion and Analysis Our executive compensation program is designed to attract, retain, and reward exceptional management talent to lead our business and drive the execution of our strategy. This Executive Compensation Discussion and Analysis outlines our executive compensation philosophy and objectives, describes the components of our executive compensation program, and explains the C&T Committee’s decision-making process for determining the 2025 compensation of our NEOs listed below. Named Executive Officers
Members of the Board of Directors
| | | | | | Douglas J. Pferdehirt Age: 62 Position Held in 2025: Chair and Chief Executive Officer | | Alf Melin Age: 56 Position Held in 2025: Executive Vice President and Chief Financial Officer | | | | | | | | Justin Rounce Age: 59 Position Held in 2025: Executive Vice President and Chief Technology Officer | | Thierry Conti Age: 42 Position Held in 2025: President, Surface Technologies | | | | | | | | Jonathan Landes Age: 53 Position Held in 2025: President, Subsea | | | |
Members of the Board of Directors
| 38 | TechnipFMC | Proxy Statement 2026 |
Members of the Board of Directors
| Table of Contents | Executive Compensation Discussion and Analysis |
Members of the Board of Directors
Executive Summary Actions that Created Shareholder Value in 2025 We are committed to creating long-term and sustainable shareholder value through strategic actions that benefit both the Company and our shareholders.
Members of the Board of Directors
| Below is a summary of key actions taken during 2025 intended to create growth and value for shareholders: | | •Delivered on our commitment to achieve $30 billion in Subsea inbound orders over the fiscal three-year period ending 2025, which included $10.1 billion of orders in 2025; •Generated free cash flow1 of $1.4 billion, more than double the level achieved in the prior year; •Distributed $1 billion to shareholders through dividends and share repurchases, more than doubling total distributions versus the prior year; •Authorized additional share repurchase of up to $2 billion in October; •Reiterated our commitment to robust shareholder distributions, pledging to return at least 70% of annual free cash flow to shareholders in 2026; •Bolstered the Company’s financial strength by reducing total short-term and long-term debt by $455.2 million while maintaining cash and cash equivalents above $1.0 billion; •Awarded an iEPCITM contract for bp’s Tiber development – our second project from bp utilizing 20,000 psi (20K) technology in the high-press Paleogene resource play: •TechnipFMC’s 20K technology serves as a key enabler for new development opportunities within the established Gulf of America region, and •Tiber leverages our iEPCITM execution model and technologies from bp’s previously awarded Kaskida project, realizing the potential for repeatable and systematic delivery of integrated projects within an existing basin |
Members of the Board of Directors
(1)Free cash flow is calculated as cash provided by operating activities less capital expenditures. Please refer to “Appendix A — Reconciliation of Non-GAAP Measures” in this Proxy Statement for reconciliations of non-GAAP measures to their most comparable GAAP measures.
Members of the Board of Directors
| Proxy Statement 2026 | TechnipFMC | 39 |
Members of the Board of Directors
| Executive Compensation Discussion and Analysis | Table of Contents |
Members of the Board of Directors
CEO Pay is Aligned with Performance of TechnipFMC We assess pay for performance by examining the long-term relationship between our CEO pay and TSR. For the extended period from December 31, 2022 to December 31, 2025 (“the three-year period”), TechnipFMC materially outperformed these same peer groups and the OSX index.
Members of the Board of Directors
| Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2024 | Dec. 31, 2025 |
Members of the Board of Directors
Our strategic initiatives to redefine the subsea industry and sustainably improve the economics of our customers’ projects have resulted in strong commercial success and market differentiation. Our integrated project execution model iEPCI™ represented a significant portion of our Subsea order inbound over the three-year period, and we remain the only company to offer a fully integrated solution within a single organization. Our Subsea 2.0® configure-to-order product platform utilizes pre-engineered solutions to accommodate our clients’ needs and functional requirements, and these orders now represent more than 50% of our annual Subsea tree inbound. Importantly, these unique offerings reduce project cycle time and increase schedule certainty—key drivers of customer success—and often result in direct awards to our Company. Over the three-year period, we delivered on our commitment to achieve at least $30 billion of Subsea inbound orders, driving a 95% expansion in Subsea backlog to $15.9 billion. We also experienced strong growth in Subsea Services, benefiting from the industry’s largest installed base. Taken together, direct awards, iEPCI™ projects, and Subsea Services represented more than 80% of our Subsea orders over the three-year period. The high quality of this inbound is a key factor in achieving strong project execution. We have delivered significant improvements in key financial metrics that create shareholder value. Since 2022, total Company Adjusted EBITDA Margin1 has increased from 10.0% to 18.5%, driving an even greater expansion in return on invested capital (“ROIC”). Free cash flow grew from $194 million in 2022 to $1.4 billion in 2025, with total free cash flow over the three-year period exceeding $2.5 billion. Additionally, nearly 70% of this cash was returned to shareholders through a combination of dividends and share repurchases, with much of the remaining funds used to reduce total debt outstanding. For the three-year period, TechnipFMC substantially outperformed the Relative TSR Peer Group, the Compensation Peer Group, and the OSX index. In fact, TechnipFMC shares outperformed these same constituents in each year, driven by our unique combination of strong commercial success, improved financial returns, robust shareholder distributions, and increased balance sheet flexibility. (1)For a reconciliation of Adjusted EBITDA Margin and free cash flow to their respective, most directly comparable GAAP measures, please refer to the section entitled “Appendix A — Reconciliation of Non-GAAP Measures” in this Proxy Statement.
Members of the Board of Directors
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Members of the Board of Directors
| Table of Contents | Executive Compensation Discussion and Analysis |
Members of the Board of Directors
Relative Degree of Alignment One of the variables we use to assess pay for performance is the relationship between CEO pay and TSR performance using the Relative Degree of Alignment (“RDA”) methodology from Institutional Shareholder Services. This analysis is performed by the C&T Committee’s independent compensation consultant, and it is reviewed by management and the C&T Committee. The analysis below uses the new 2026 ISS methodology comparing the most recent five-year average Summary Compensation Table values, based on proxy disclosures from 2021 through 2025 (the latest available data from for our Compensation Peer Group, as defined below in the section entitled “Executive Compensation Governance — The Annual Process — Compensation Peer Group”) with TSR performance for the same period. As demonstrated in the chart below, five-year CEO pay and TSR performance reflect strong alignment, highlighting the effectiveness of our compensation strategy. 2025 Compensation Highlights
Setting Target Executive Compensation
Setting Target Executive Compensation In determining the target compensation package for each NEO, the C&T Committee compares each element of an NEO’s compensation to compensation for similar roles within the Compensation Peer Group. Although the C&T Committee references the median target compensation levels of the peer group when making decisions about setting compensation levels, it does not take a formulaic approach; instead, it takes a holistic view considering experience, performance, expected contribution, and other relevant factors to ensure that target compensation is set at competitive levels and drives desired outcomes. To provide additional perspectives, the C&T Committee also considers internal relativities between the CEO and the NEOs.
Establishing Performance Measures and Goals
Establishing Performance Measures and Goals In setting performance goals, the C&T Committee considers the Company’s annual financial plans, strategic initiatives, and projections, which are impacted by the following factors: •The overall business climate and the cyclical nature of our business; •Underlying market conditions for our products and services; •Volatility in commodity prices; •Our competitors’ performance; •Anticipated changes in customer activity; and •Our prior-year performance. These inputs inform discussions regarding both the targets and the ranges around the targets to ensure the goals are sufficiently difficult and challenging without incentivizing excessive risk taking. 2025 Executive Compensation in Detail Base Salary Each year, the C&T Committee carefully reviews and assesses the base salary of each NEO. While the C&T Committee references median base pay level of the Compensation Peer Group, individual base salaries vary above or below this median based on a range of factors such as experience, performance, expected contribution, and other relevant factors to ensure base pay is competitively positioned. The CEO provides recommendations for base salary adjustments for the other NEOs in their absence, which are then reviewed and approved by the C&T Committee. The base salary for the CEO is reviewed separately by the C&T Committee during executive session, in consultation with its independent compensation consultant, and without the CEO present. Adjustments to base salaries are typically effective at the beginning of the calendar year. The table below provides the annualized base salaries for each NEO for 2024 and 2025. As mentioned above, the C&T Committee increased base salaries by 9.1% for Mr. Pferdehirt, 7.3% for Mr. Landes, and 6.7% for Mr. Conti, effective January 1, 2025. These adjustments were based on a comprehensive review of peer and survey data, individual performance, tenure, and other relevant factors.
Establishing Performance Measures and Goals
| Named Executive Officer | 2024 | 2025 | % Change | | Douglas J. Pferdehirt | $1,328,700 | $1,450,000 | 9.1% | | Alf Melin | $750,000 | $750,000 | 0% | | Justin Rounce | $675,000 | $675,000 | 0% | | Jonathan Landes | $550,000 | $590,000 | 7.3% | | Thierry Conti | $450,000 | $480,000 | 6.7% |
Establishing Performance Measures and Goals
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Establishing Performance Measures and Goals
| Executive Compensation Discussion and Analysis | Table of Contents |
Establishing Performance Measures and Goals
Annual Cash Incentive
2025 Annual Cash Incentive Target Award Opportunity
2025 Annual Cash Incentive Target Award Opportunity We provide our NEOs with an annual cash incentive to drive and reward the achievement of short-term Company strategic goals and individual objectives. Each NEO has a target award opportunity, set as a percentage of base salary. Each NEO can earn 0% to 200% of their annual cash incentive target, depending on Company and individual performance. The C&T Committee reviews and approves target award opportunities for the NEOs annually, based on a review of market median total cash compensation data for our peers. The targets are set at appropriate levels to incentivize executive officers to achieve our short-term financial, and individual goals. The annual cash incentive also ensures that we provide executive officers with market-competitive levels of total compensation. The following were the 2024 and 2025 annual cash incentive target award opportunities for our NEOs. Mr. Pferdehirt’s annual cash incentive target award opportunity increased from 135% to 150% of base salary in 2025. This adjustment aims to ensure a competitive total cash compensation position opportunity and strengthens alignment of our CEO’s compensation with the achievement of key financial and business objectives tied to the annual incentive program.
2025 Annual Cash Incentive Target Award Opportunity
| Named Executive Officer | 2024 | 2025 | % Change | | Douglas J. Pferdehirt | 135% | 150% | 11.1% | | Alf Melin | 100% | 100% | 0% | | Justin Rounce | 100% | 100% | 0% | | Jonathan Landes | 100% | 100% | 0% | | Thierry Conti | 100% | 100% | 0% |
2025 Annual Cash Incentive Performance Indicators
2025 Annual Cash Incentive Performance Indicators 70% of the annual cash incentive is based on financial objectives, and 30% is based on SPOs.
2025 Annual Cash Incentive Performance Indicators
| 70% Financial Objectives Assessment of overall Company performance based on financial measures (Adjusted EBITDA % and free cash flow) | + | 30% SPOs Assessment of individual performance based on qualitative factors reflected in an NEO’s annual performance objectives |
Financial Objectives – 70% of Annual Cash Incentive
Financial Objectives – 70% of Annual Cash Incentive The financial objectives are intended to drive the achievement of two key financial measures. Each measure is assessed independently and has a maximum possible payout of 200% of target. Furthermore, if performance with respect to any financial measure fails to meet the threshold level, the payout for that measure is 0%.
2025 Key Financial Results Linked to the Compensation of Our Executives
(1)For a reconciliation of Adjusted EBITDA Margin and free cash flow to their respective, most directly comparable GAAP measures, please refer to “Appendix A — Reconciliation of Non-GAAP Measures” in this Proxy Statement. (2)Payout for performance between the threshold, target, and maximum payouts are interpolated on a straight-line basis. The final weighted payout percentage for each financial measure is rounded to the nearest whole percent for calculating the annual cash incentive payout. In accordance with established guidelines, the objectives are adjusted for the cumulative effect of changes in accounting principles, significant acquisitions and divestitures, and foreign exchange movements. These changes are intended to ensure that performance is measured on a like-for-like basis relative to the goals that were set.
2025 SPOs – 30% of Annual Cash Incentive
2025 SPOs – 30% of Annual Cash Incentive The SPOs for each NEO are established at the start of the year. Similar to our financial objectives, SPOs are set at “stretch” levels (i.e., objectives that are difficult and challenging but should be achievable with superior execution) using a rigorous evaluation process. SPOs encompass a full range of operational, functional, and financial objectives aligned to an executive’s scope of responsibility, as well as specific sustainability objectives, such as workplace safety, human rights, environmental stewardship, inclusive workplace culture, community engagement, and long‑term social impact.
2025 SPOs – 30% of Annual Cash Incentive
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2025 SPOs – 30% of Annual Cash Incentive
| Executive Compensation Discussion and Analysis | Table of Contents |
2025 SPOs – 30% of Annual Cash Incentive
Each February, the C&T Committee reviews and approves the CEO’s SPOs for the new fiscal year and evaluates the prior-year SPOs performance to determine the payout for the SPOs of his annual cash incentive. Similarly, the CEO reviews and approves the SPOs of the other NEOs for the new fiscal year and assesses the prior-year SPOs performance to recommend individual SPOs payouts to the C&T Committee for review and approval. If an NEO failed to achieve any of his or her SPOs, the SPOs multiple would likely be 0%, absent any mitigating factors. If the NEO met some, but not all, of the SPOs, the SPOs multiple would fall between the range of 0% to 200%, depending upon the number of objectives accomplished, their relative importance and difficulty as determined by the C&T Committee, and any factors that may have prevented achievement of certain objectives. For 2025, the NEOs received an average SPOs rating of 180% for the year. The SPOs, achievements, as well as the C&T Committee’s assessment, were as follows:
2025 SPOs – 30% of Annual Cash Incentive
| | | Douglas J. Pferdehirt | | 180% | | | | Chair and CEO | | Overall Rating | | Objective | | | Achievements | | | Above expectations | | | | | | Shareholder Returns: | | | | | | •Create shareholder value •Achieve debt reduction •Expand shareholder distributions | | | •2025 TSR significantly outperformed our peers and the OSX index •Further reduced the Company’s short-term and long-term debt by $455.2 million while maintaining cash and cash equivalents above $1.0 billion, strengthening the Company’s financial position •Delivered on shareholder distribution objectives, returning more than $1 billion to shareholders through dividends and share repurchases, more than doubling prior-year distributions; authorized additional share repurchases of up to $2 billion in October 2025 | | | Strategy and Growth: | | | | | | •Advance strategic financial objectives •Deliver sustainable cost leverage •Advance technology partnerships, and strategic alliances •Advance transformation | | | •Both business segments outperformed 2025 financial targets, resulting in the Company exceeding targets for Company Adjusted EBITDA Margin, free cash flow, revenue, inbound, and ROIC. Also, delivered on the Company’s commitment to achieve $30 billion in Subsea inbound orders over the fiscal three-year period ending 2025 •Executed a Company-wide cost efficiency program focused on delivering sustainable cost leverage, improving operating discipline, and supporting margin resilience •Advanced technology-enabled partnerships by leveraging the Company’s differentiated iEPCITM model, which was the largest contributor to inbound orders in 2025 •Advanced the Company’s on-going Industrialization and Transformation objectives by further embedding lean operating working models across the business to strengthen cross-functional collaboration, problem solving, and decision-making, and execution certainty | | | Execute on Key Business Deliverables: | | | | | | •Deliver profitable growth for Subsea and Surface businesses •Build a sustainable New Energy business | | | •Delivered above-target inbound orders, revenue, and Adjusted EBITDA for our Subsea business. •Reinforced international leadership in the Surface business through improved operational performance, reduced value destruction, and strong on-time delivery performance in the Middle East •Continued to progress key project milestones in collaboration with customers, including advancing offshore wind through further development of the iEPCITM model and progression of qualification activities | |
2025 SPOs – 30% of Annual Cash Incentive
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| Table of Contents | Executive Compensation Discussion and Analysis |
2025 SPOs – 30% of Annual Cash Incentive
| Objective | Achievements | | Above expectations | | | Organizational Readiness: | | | •OneERP Transformation •Legal entity rationalization | •Continued progress on the OneERP transformation in line with governance and budget expectations •Completed legal entity rationalization activities in scope for 2025, advancing the broader multi-year initiative to streamline the Company’s legal structure | | Below expectations | | | Sustainability: | | | •Integrity – Engage/advance industry progress in Human Rights •Achieve 2025 sustainability objectives •HSES – Achieve Safe Day targets and zero fatalities | •Reinforced a culture of integrity and accountability through visible leadership; strengthened readiness in emerging markets by establishing operational, compliance and people frameworks to support safe and responsible growth •Accepted the nomination to serve as Chair of the United Way Community Campaign for 2026 •Led the dedication of over 136,500 volunteer hours to support our communities in the last two years, surpassing the Company’s three-year goal of 120,000 hours ahead of schedule •Achieved progress toward renewable and sustainable energy usage targets •Number of Safe Days in 2025 were below target •A workplace fatality occurred in 2025 |
2025 SPOs – 30% of Annual Cash Incentive
SPOs assessments for the other NEOs are summarized below.
2025 SPOs – 30% of Annual Cash Incentive
| NEO | Summary of 2025 Strategic Personal Objectives and Key Achievements | | | Mr. Melin’s 2025 objectives and achievements included guiding the Company’s financial strategy to meet 2025 key financial performance targets, including Adjusted EBITDA Margin and free cash flow; a further reduction in the Company’s gross debt position; an expansion of Company shareholder distributions by increasing the total value of the share repurchase program; and leading the Company’s Enterprise Resource Planning upgrade program. | | Alf Melin Executive Vice President and Chief Financial Officer | | | | Mr. Rounce’s 2025 objectives and achievements included advancing technology development across the Company’s core businesses; continuing to support the development of projects in New Energy; leading the Company’s engineering, supply chain, and manufacturing organizations to support the effective delivery of customer projects; driving a software development transformation to strengthen product capabilities and execution; guiding the evolution of the Company’s long-term strategies, partnerships, and alliances; and further progressing the Company’s simplification, standardization, and industrialization (“SSI”) initiatives. | | Justin Rounce Executive Vice President and Chief Technology Officer | | | | Mr. Landes’ 2025 objectives and achievements included continued delivery of Subsea segment financial performance, including free cash flow, inbound, and Adjusted EBITDA Margin targets; further strengthening and sponsorship of strategic client relationships and alliances; advancing value creation through the Company’s vessel ecosystem and integrated execution model; reinforcing a strong safety culture with continued improvement in safety performance; and accelerating the Company’s Industrialization and Transformation agenda to drive greater execution certainty, efficiency, and scalability across Subsea operations. | | Jonathan Landes President, Subsea | | | | Mr. Conti’s 2025 objectives and achievements included continued development of the Surface Technologies business in strategic markets, with a strong focus on execution; delivery of key financial targets, including Adjusted EBITDA Margin, free cash flow, and disciplined capital investment; advancement of operational excellence and on-time delivery; optimization of the Company’s global footprint; continued improvement in safety performance; and further advancement of the Company’s Industrialization and Transformation initiatives. | | Thierry Conti President, Surface Technologies | |
2025 SPOs – 30% of Annual Cash Incentive
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2025 SPOs – 30% of Annual Cash Incentive
| Executive Compensation Discussion and Analysis | Table of Contents |
Determination of 2025 Payouts under the Annual Cash Incentive Plan
Determination of 2025 Payouts under the Annual Cash Incentive Plan Each executive’s target annual cash bonus is a percentage of his or her base salary for the year. For example, assuming an NEO has a base salary of $600,000, a 100% target bonus, a financial objectives rating of 153%, and an SPOs rating of 180%, the executive’s annual cash bonus would be calculated as follows:
Determination of 2025 Payouts under the Annual Cash Incentive Plan
| Component | Base Salary ($) | Weighting (%) | Target Bonus (%) | Rating (%) | Payout ($) | | Financial Objectives | 600,000 | x 70 | x 100 | x 153 = | 642,600 | | SPOs | 600,000 | x 30 | x 100 | x 180 = | 324,000 | | Total Cash Incentive Compensation | | | | | 966,600 |
Determination of 2025 Payouts under the Annual Cash Incentive Plan
Annual Long-Term Equity Incentives Annual long-term equity incentive awards, granted in the form of TechnipFMC equity, represent the largest component of each NEO’s annual target compensation opportunity, grounded in our compensation philosophy of paying for performance and aligning executives’ interests with those of our shareholders. Awards are made in the form of two complementary vehicles — PSU awards and RSU awards — providing a balanced focus on performance, sustainable long-term value creation, and retention. (1)PSUs granted pursuant to the VCP are not included in the chart, as they are not recurring components of our annual compensation program. The C&T Committee reviews and approves equity awards for the NEOs on an annual basis. The awards are based on market competitiveness on total target compensation and aim to provide appropriate levels of retention and incentives for achieving the Company’s long-term goals.
2025 Annual Long-Term Equity Incentive Award Opportunity
2025 Annual Long-Term Equity Incentive Award Opportunity For 2025, the C&T Committee set the target value of annual equity awards for each NEO with reference to market median total compensation data. The table below sets forth the 2025 annual long-term incentive target values for each NEO as a percent of their base salaries.
2025 Annual Long-Term Equity Incentive Award Opportunity
| Named Executive Officer | 2025 LTI Target (% of Base) | 2025 LTI Target Value ($) | | Douglas J. Pferdehirt | 785% | 11,382,500 | | Alf Melin | 300% | 2,250,000 | | Justin Rounce | 300% | 2,025,000 | | Jonathan Landes | 300% | 1,770,000 | | Thierry Conti | 150% | 720,000 |
2025 Annual Long-Term Equity Incentive Award Opportunity
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2025 Annual Long-Term Equity Incentive Award Opportunity
| Table of Contents | Executive Compensation Discussion and Analysis |
2025 Annual PSU Awards (70% of Equity Award)
2025 Annual PSU Awards (70% of Equity Award) The C&T Committee sets the performance targets associated with annual PSU awards prior to the beginning of each three-year performance period. For awards in 2025, PSU awards comprised 70% of the total annual long-term equity award, and payout will be based on relative TSR performance and ROIC for the three-year period of 2025-2027. We believe that these are meaningful measures of our long-term performance and motivate our NEOs to achieve superior share price compared to our key competitors, thus aligning their interests with shareholder interests. We further reinforce this by requiring a minimum threshold of relative performance for payout and by capping payout in the case of negative absolute TSR.
2025 Annual PSU Awards (70% of Equity Award)
| PSU Measure | Weighting | Definition | Why It Matters | | Relative TSR | | Cumulative three-year increase in volume-weighted-average share price and reinvestment of dividends relative to a peer group | Assesses our overall performance in the eyes of our shareholders and the broader stock market, relative to companies with which we compete for shareholder investments and customers | | ROIC | | Average net operating profit after tax, divided by average invested capital over the three-year measurement period | Assesses our profitability and how effectively we use capital over the three-year period to generate financial returns |
2025 Annual PSU Awards (70% of Equity Award)
The relative TSR performance for our 2025 annual PSU awards will be measured against a group of companies (collectively, the “Relative TSR Peer Group,” and each a “TSR Peer”) that the C&T Committee believes best reflects the companies that we compete with for both shareholder investments and customers, have comparable median market capitalization and revenue to TechnipFMC, and are exposed to similar markets in terms of industry and global scope. In 2025, Weatherford International plc was added to the Relative TSR Peer Group, and ChampionX was removed due to its acquisition by SLB in July 2025.
2025 Annual PSU Awards (70% of Equity Award)
| 2025 Relative TSR Peer Group | | | | Baker Hughes Company | National Oilwell Varco, Inc. | Oceaneering International, Inc. | | Core Laboratories N.V. | SLB | Weatherford International plc | | Halliburton Company | Subsea 7 S.A. | | | Nabors Industries Ltd. | Transocean Ltd. | |
2025 Annual PSU Awards (70% of Equity Award)
The vesting date for the 2025 annual PSU awards is February 24, 2028, with a performance period of January 1, 2025 through December 31, 2027.
2025 Annual PSU Awards (70% of Equity Award)
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2025 Annual PSU Awards (70% of Equity Award)
| Executive Compensation Discussion and Analysis | Table of Contents |
2025 Annual PSU Awards (70% of Equity Award)
The C&T Committee approved the following targets for the 2025 annual PSU awards:
Relative TSR
Relative TSR The relative TSR payout scale for the 2025-2027 annual PSU award is outlined below:
Relative TSR
| Performance Achievement | Relative TSR Performance | Payout (% of earned PSUs) | | Below Threshold | Below 25th percentile | 0% | | Threshold | 25th percentile | 50% | | Target | 50th percentile | 100% | | Maximum or above | 75th percentile or greater | 200% |
Relative TSR
Note: If the Company’s absolute TSR is negative for the performance period, the payout in respect of the TSR element will be capped at target, regardless of our relative performance.
2025 Annual Time-Based RSU Awards (30% of Annual Equity Award)
2025 Annual Time-Based RSU Awards (30% of Annual Equity Award) Time-based RSU awards further align NEOs’ interests with the interests of our shareholders by incentivizing them to increase share price, while reinforcing the retention impact of our compensation program. The number of RSUs granted to each of the NEOs was determined by dividing the target value set for each executive officer by the closing price of the Company’s Ordinary Shares on the NYSE on the date prior to the grant date. One third (1/3) of the RSUs vest on the first, second, and third anniversaries of the 2025 grant date.
Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period In February 2023, the C&T Committee approved a long-term incentive grant for each NEO with 70% of the total grant opportunity based on relative TSR and ROIC objectives for the three-year performance period beginning January 1, 2023 and ending December 31, 2025. Each PSU represented the right to receive one Ordinary Share at target levels with the final number of Ordinary Shares earned determined based on performance for the three-year performance period. The performance measures for the 2023 PSU awards were as follows: •Relative TSR performance: Relative TSR measures the growth in the stock price for the applicable performance period, including the impact of reinvested dividends, relative to the Company’s peers. For purposes of calculating TSR, the volume weighted average share price (“VWAP”) is used for both the first and last month of the measurement period, and dividends paid during the period are assumed to be reinvested. If our TSR is negative for the performance period, the payout in respect of the TSR element is capped at target, regardless of our relative performance. For the 2023 PSU awards, the Company’s TSR for the 2023-2025 measurement period was compared to its Relative TSR Peer Group to determine its relative TSR performance. For the 2023 PSU awards, the Company’s TSR for the 2023–2025 measurement period was assessed against the TSR Peer Group in place when the awards were granted. ChampionX Corporation was included in that peer group at the time of grant in 2023. However, following its acquisition by SLB in July 2025, ChampionX was removed from the TSR Peer Group for purposes of determining relative TSR performance for the 2023-2025 award cycle.
Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
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Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
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Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
•ROIC: ROIC is used to evaluate how effectively management uses its capital to generate profits. ROIC is calculated as average net operating profit after tax, divided by average invested capital, over the three-year measurement period. For the 2023 PSU awards, the performance during the 2023-2025 measurement period was based on the improvement in ROIC from a 2022 baseline, as measured in basis points (“bps”). In February 2026, the C&T Committee approved the performance results and payouts for the 2023 PSUs granted as described below:
Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
| Performance Measure | Weight of Performance Measure | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Results | Payout | | Relative TSR | 50% | 25th percentile | 50th percentile | 75th percentile | 100% | 200% | | ROIC | 50% | 700 bps | 900 bps | 1,100 bps | 1,248bps | 200% |
Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
For the 2023-2025 performance period, the weighted PSU payout was 200%. Value Creation Plan At our 2025 Annual General Meeting, shareholders approved our Directors’ Remuneration Policy by binding resolution, which authorized the adoption of the VCP. Based on this shareholder approval, the Board granted one-time PSU awards under the VCP to certain executives, including our Chair and CEO. The Directors’ Remuneration Policy reinforces our commitment to long-term value creation, while also ensuring leadership continuity. Importantly, the VCP was adopted and implemented only after shareholders approved the Directors’ Remuneration Policy, signaling confidence in the Company’s strategic direction and management’s ability to drive continued commercial and financial success. Since TechnipFMC's creation in 2017, we have prioritized proprietary technologies and innovative commercial models to improve project economics for our clients. Our integrated engineering, procurement, construction, and installation (iEPCI™) model streamlines subsea development by combining subsea production systems (SPS) with subsea umbilicals, risers, flowlines (SURF), and installation. This reduces cycle times, enhances schedule certainty, and optimizes capital efficiency. New commercial models have strengthened our capital efficiency: •iEPCI™: Shorter project cycles free up vessel capacity, enabling more work without fleet expansion. •Vessel ecosystem: Strategic partnerships enhance iEPCI™ opportunities while optimizing capital deployment. •Subsea 2.0®: A standardized and configurable product architecture that more than doubles manufacturing output without additional capital expenditures. Alongside these advancements, our focus on execution—driven by SSI—continues to improve operational efficiency. Our rapid SSI adoption and visual management tools drive continuous improvement, enhancing value for clients, and delivering stronger financial returns. These strategic shifts have significantly improved profitability and cash generation while maintaining disciplined manufacturing and fleet capacity. As a result, we have achieved substantial increases in returns on our capital base, as captured by ROIC. Given ROIC’s critical role in measuring our progress toward our strategic goals, it remains a cornerstone of our value creation strategy and anchors our VCP, which incentivizes participants to continue to advance our strategy beyond current achievements, driving higher ROIC performance and future stock price growth aligned with shareholder interests.
Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
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Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
| Executive Compensation Discussion and Analysis | Table of Contents |
Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
The PSU awards granted in 2025 under the VCP are subject to the achievement of two key performance criteria: 1.The Company must first achieve and maintain an ambitious ROIC target for a four-consecutive quarter period (a “Performance Period”) that far exceeds the levels implied by the Company’s financial guidance for 2025. If the ROIC target is not achieved within the four-year period ending December 31, 2028, then the entire award will be forfeited. 2.If the ROIC target is achieved, PSUs will be earned only if a 12-month volume weighted average share price (“VWAP”) exceeds $35.00. As such, if a VWAP of $35.00 is not achieved within the four-year period ending December 31, 2028, then zero PSUs will be earned, and the entire award would be forfeited. After shareholder approval of the Directors’ Remuneration Policy, which included approval of the VCP, the C&T Committee implemented the VCP with a disciplined cap on total award opportunity to align executive compensation with incremental shareholder value creation. In the aggregate, the maximum value of all potential VCP awards was set to less than 2.0% of the incremental market value that would be created if the VCP PSUs were fully earned and vested based on achievement of the applicable ROIC and share price measures. Based on the number of shares outstanding as of March 3, 2025, the reference date used by the C&T Committee for purposes of evaluating the VCP, achieving the ROIC target at a $60.00 share price—more than double the share price on that date—would generate approximately $13.4 billion of incremental equity value for shareholders (calculated using the closing price on March 3, 2025), with approximately 1.6% of that increase earned by participants in the VCP. Participation in the VCP was limited to certain executives whose roles are most directly aligned with the performance measures under the VCP, as determined by the C&T Committee. Individual award opportunities were established within this overall cap and reflect each executive’s role, and scope of responsibility. Overall payout under the VCP is capped at 3,600,000 PSUs. The maximum payout under the VCP to our Chair and CEO is 2,520,000 PSUs. If the VWAP exceeds $35.00, the number of PSUs earned will be determined according to the schedule below.
Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
| PSU Tranche | Performance Achievement | | | | | Threshold VWAP ($) | Maximum VWAP ($) | Earned PSUs (#) | | Tranche 1 | 35.00 | 40.00 | 600,000 | | Tranche 2 | 40.00 | 45.00 | 600,000 | | Tranche 3 | 45.00 | 50.00 | 800,000 | | Tranche 4 | 50.00 | 55.00 | 800,000 | | Tranche 5 | 55.00 | 60.00 | 800,000 | | Maximum number of PSUs that may be earned | | | 3,600,000 |
Payout under the 2023 Annual PSU Awards for the 2023-2025 Performance Period
PSUs will be earned cumulatively as higher VWAP thresholds are met, meaning that if the VWAP reaches $50.00 a total of 2,000,000 PSUs (i.e., Tranches 1, 2, and 3) will be earned. For VWAP values between tranche thresholds, PSUs will be earned on a pro rata basis. For example, if the VWAP is $47.50, all PSUs from Tranche 1 (600,000) and Tranche 2 (600,000) will be earned, plus half of Tranche 3 (400,000), for a total of 1,600,000 PSUs. Aligned with our Long-Term Incentive Plan, dividend equivalents, where allowed, are accrued on RSU and PSU awards, including the VCP PSU awards, and are payable only if and when the RSUs and PSUs vest. Any shares issued in respect of vested PSUs will be subject to a one-year, post-vesting retention period.
ROIC
| Share Ownership Requirements | •CEO: 6x base salary •CFO: 5x base salary •Other executive officers: 3x base salary | | Qualifying Share Interests | •Ordinary Shares owned outright •PSUs when the results for the relevant performance period are final and approved •Unvested RSUs | | Time for Achievement | •Five years from the effective date of appointment •Pro rata requirement of 20% per year applies within the first five years | | Consequences for Non-achievement | •At the discretion of the Board of Directors | | Retention Requirement | •Executive officers may not sell, gift, or otherwise transfer Company securities until they meet their full ownership requirements and must maintain compliance with their ownership requirements after any transaction |
ROIC
Clawback Policy The Company has a clawback policy (Policy for Recovery of Erroneously Awarded Compensation) that enables us to recoup and/or cancel previously awarded compensation in defined situations, as noted below. Separately, all employees are subject to clawback provisions under their applicable equity award agreements (i.e., RSUs and PSUs) in the event of illegal acts, including fraud, material theft of Company assets, bribery, corruption, gross negligence, and willful misconduct.
ROIC
Insider Trading and Speculation in Company Stock The Company has an Insider Trading Compliance Policy governing the purchase, sale, and other dispositions of the Company’s securities by directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Our Insider Trading Compliance Policy aims to align management’s economic ownership risk with those of shareholders. Our directors, officers, and employees are prohibited from engaging in discretionary transactions involving our securities while in possession of material, non-public information or otherwise using such information in any manner that would violate applicable laws and regulations. All such individuals are also prohibited from directly or indirectly speculating in Ordinary Shares, including derivative transactions, hedging and pledging activities, short selling, selling or purchasing options in Ordinary Shares, and borrowing against Ordinary Shares. A copy of the Company’s Insider Trading Compliance Policy is included as Exhibit 19.1 to our Annual Report on Form 10-K. Stock Options The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Perquisites The Company provides limited perquisites to NEOs to facilitate the performance of their roles and to ensure a competitive total compensation package. The perquisites we provide to our executives may include financial planning and personal tax assistance, club memberships, expatriate allowances, car allowances, executive physicals, and other expenses associated with their business responsibilities. The value of perquisites deemed to be personal may be imputed as income to an executive officer, and we do not gross up for the taxes due on such imputed income. Additional allowances or benefits may be granted to NEOs if considered appropriate and reasonable. Reflecting the safety concerns associated with their roles, the Company provides a security program for our executive officers. The C&T Committee believes this is in the best interests of shareholders as the personal safety and security of our executive officers is critical to the stability of the Company. The security program was developed based on a risk assessment determined to be appropriate by our security team and an external consultant. We do not consider the security measures provided to our executive officers to be a personal benefit but rather reasonable and necessary expenses for the benefit of the Company. However, in accordance with SEC disclosure rules, the aggregate incremental cost of these services is reported in the Summary Compensation Table. Health Benefits We provide a comprehensive and competitive suite of health and welfare employee benefits to eligible employees, including our NEOs. This benefit encompasses group life insurance and other group health and welfare benefit plans.
ROIC
| Plan | Eligibility | Features | | TechnipFMC Retirement Savings Plan (the “401(k)”) | U.S. employees working full-time or part-time All NEOs are eligible | •A qualified retirement plan •Participants can contribute between 1% and 75% of eligible compensation (salary and eligible incentives) on a pre-tax, Roth, or after-tax basis up to statutory limits for tax qualified plans •The Company matches 100% of the first 5% of eligible contributions up to IRS earnings limits for the year •Participants are 100% vested in their contributions and matching contributions •Participants receive an additional 2% non-elective Company contribution, up to IRS earnings limits for the year, that vests after three years of service | | TechnipFMC Supplemental Retirement Savings Plan (the “SRP”) | U.S. executives and other eligible senior employees All NEOs are eligible | •A non-qualified plan designed to supplement the 401(k) •Participants can contribute up to 75% of their eligible compensation (salary and eligible incentives) on a pre-tax basis •The Company matches 100% of the first 5% of eligible earnings above the annual IRS compensation limit •The intent of the plan is to ensure eligible employees receive the same contribution as a percentage of eligible earnings from the Company regardless of their compensation level •Participants are 100% vested in their contributions and matching contributions •Employees receive an additional 2% non-elective Company contribution that vests after three years of service •All vested funds must be distributed upon an employee’s separation from service with the Company; provided, however, that there is a six-month delay for key employees | | U.S. Pensions Plan | U.S. employees of FMC Technologies with five years of service prior to January 1, 2010 Mr. Melin is the only eligible NEO | •A tax-qualified defined benefit plan •Pension based on final average pay, calculated as the highest 60 consecutive months of pay (base salary and annual cash incentive) in the final 120 months of service •Benefit accruals were frozen for non-union employees effective December 31, 2017 | | U.S. Non- Qualified Pension Plan | U.S. executives and other eligible senior employees of FMC Technologies with five years of service prior to January 1, 2010 Mr. Melin is the only eligible NEO | •A non-qualified defined benefit pension plan •Pension based on final average pay, calculated as the highest 60 consecutive months of pay (base salary, annual cash incentive, and employee contributions made to the U.S. Non-Qualified Savings Plan) in the final 120 months of service up to statutory limits for tax qualified plans •Benefit accruals were frozen for non-union employees effective December 31, 2017 |
ROIC
Executive Severance Benefits It is our policy to offer severance benefits to our executive officers because we believe that severance benefits provide important financial protection to executive officers in the event of involuntary job loss, are consistent with the practices of peer companies, and are appropriate for the retention of executive talent. Our executive officers, including our NEOs, are entitled to severance benefits outside of a change-in-control context, the material terms of which are described in the chart below (the “TechnipFMC Executive Severance Guidelines”). Our general executive severance arrangements are consistent with the market practice of large public companies surveyed by our compensation consultant. Change-in-control severance benefits, as described below, and general severance benefits are exclusive of one another, and in no circumstance would any NEO receive benefits under both a change-in-control severance agreement and our general executive severance benefits. Each of our NEOs is party to an Executive Severance Agreement, pursuant to which he or she is entitled to enhanced severance in the event of a qualifying termination in connection with a change-in-control event. We entered into the Executive Severance Agreements to ensure executives are incentivized to continue to work in the Company’s best interests during the period of time when a change-in-control transaction is taking place and in order to ensure we have the ability to maintain continuity of management. The C&T Committee believes it is appropriate to provide executives with the assurance that they will not be adversely affected by a change-in-control transaction without fair compensation, except in the case of termination for cause. The material terms of the Executive Severance Agreements are described in the chart below.
ROIC
| Separation Scenario | Provisions under TechnipFMC Executive Severance Guidelines or Relevant Equity Award Agreements | | Termination without cause | •Cash severance equal to 18 months of base salary and target annual cash incentive •Prorated target annual cash incentive for the year of termination •Amount equal to the premiums payable for health and welfare coverage for 18 months •Outplacement assistance as appropriate •Financial planning and tax preparation assistance for the final calendar year of employment •Severance benefits subject to compliance with non-disclosure, non-compete, and non-solicitation covenants •Equity treated pursuant to the terms of the applicable plan •No tax gross-ups on any payments | | Retirement | •Outstanding equity settled on the originally scheduled date and pursuant to the terms of the applicable plan •Outstanding PSUs (other than VCP awards) will remain subject to the original performance conditions, measured at the originally scheduled date | | Death or disability | •Outstanding RSUs will vest and be immediately transferable as of the date of such death or Disability •Outstanding PSUs (other than VCP awards) will remain subject to the original performance conditions, measured at the originally scheduled date •VCP PSUs remain eligible to vest based on achieving performance goals during any four-quarter performance period that is in-process as of the date of death or disability |
ROIC
| Separation Scenario | Provisions under TechnipFMC Executive Severance Agreement or Relevant Equity Award Agreements | | Qualifying termination without cause or resignation for good reason following a change-in-control event | •Double trigger requirements, meaning a change-in-control event must occur, followed by a qualifying termination within 24 months •“Qualifying termination” defined as termination by the Company without cause, or if the executive terminates employment for good reason (e.g., material change in responsibilities, material reduction in salary and/or benefits, significant change in location of employment) •Cash severance equal to three times (for the CEO and CFO) or two times (for all other NEOs) the greater of the executive’s annual base salary on the date of the agreement or the date of termination, and two to three times the greater of the average actual annual cash incentive paid in the three years prior to termination or the target annual cash incentive for the year the executive is terminated •Prorated target annual cash incentive for the year of termination •Amount equal to the premiums payable for health and welfare coverage for 36 months (for the CEO and CFO) or 24 months (for all other NEOs) •Up to $50,000 in outplacement assistance •Accelerated vesting of all granted and outstanding annual equity awards, with outstanding PSUs vesting at target •“Best-after-tax” cutback for 280G excise tax calculations, with no tax gross-ups on any payments |
ROIC
| Name and Principal Position as of 12/31/2025 | Year | Salary1 ($) | Stock Awards2 ($) | Non-Equity Incentive Plan Compensation3 ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings4 ($) | All Other Compensation5 ($) | Total ($) | | Douglas J. Pferdehirt Chair and CEO | 2025 | 1,450,000 | 12,361,640 | 3,501,750 | N/A | 502,798 | 17,816,188 | | | 2024 | 1,328,700 | 12,157,451 | 2,798,242 | N/A | 264,195 | 16,548,588 | | | 2023 | 1,328,700 | 12,436,674 | 2,955,195 | N/A | 341,926 | 17,062,495 | | Alf Melin Chief Financial Officer | 2025 | 750,000 | 2,443,470 | 1,207,500 | 61,617 | 117,127 | 4,579,714 | | | 2024 | 750,000 | 2,622,577 | 1,170,000 | (29,917) | 107,892 | 4,620,552 | | | 2023 | 700,000 | 2,503,948 | 1,102,500 | 94,706 | 119,018 | 4,520,172 | | Justin Rounce Executive Vice President and Chief Technology Officer | 2025 | 675,000 | 2,199,146 | 1,086,750 | N/A | 118,751 | 4,079,647 | | | 2024 | 675,000 | 2,360,317 | 1,053,000 | N/A | 103,327 | 4,191,645 | | | 2023 | 630,000 | 2,253,554 | 992,250 | N/A | 90,230 | 3,966,034 | | Jonathan Landes President, Subsea | 2025 | 590,000 | 1,922,203 | 949,900 | N/A | 117,765 | 3,579,868 | | | 2024 | 550,000 | 1,923,201 | 858,000 | N/A | 110,942 | 3,442,143 | | | 2023 | 550,000 | 1,639,478 | 866,250 | N/A | 109,865 | 3,165,593 | | Thierry Conti President, Surface Technologies | 2025 | 480,000 | 781,882 | 772,800 | N/A | 430,412 | 2,465,094 | | | 2024 | 450,000 | 786,750 | 702,000 | N/A | 326,335 | 2,265,085 | | | 2023 | 450,000 | 670,674 | 531,564 | N/A | 333,387 | 1,985,625 |
Calculated CEO Pay Ratio
Calculated CEO Pay Ratio For 2025, the annual total compensation of our CEO for purposes of determining the pay ratio was $17,816,188 and the annual total compensation of our median employee was $148,212. As a result, for 2025, the ratio of the annual total compensation of our CEO to the total annual compensation of our median employee was approximately 120:1. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratios reported by other companies are likely not comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices, and likely utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Calculated CEO Pay Ratio
| 76 | TechnipFMC | Proxy Statement 2026 |
Calculated CEO Pay Ratio
| Table of Contents | Executive Compensation Discussion and Analysis |
Calculated CEO Pay Ratio
Pay Versus Performance Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021, and our financial performance for each such fiscal year. The amounts represented under “Compensation Actually Paid” were computed in accordance with SEC rules.
Calculated CEO Pay Ratio
| Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1, 2 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1, 2 ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($) | Adjusted EBITDA Margin4 (%) | | | | | | | FTI TSR ($) | OSX TSR3 ($) | | | | 2025 | 17,816,188 | 56,504,567 | 3,676,081 | 9,406,349 | 649.17 | 181.72 | 963,806,049 | 18.5% | | 2024 | 16,548,588 | 56,454,474 | 3,629,856 | 9,057,360 | 187.54 | 101.68 | 842,854,782 | 15.2% | | 2023 | 17,062,495 | 62,631,037 | 3,219,687 | 6,970,872 | 145.16 | 114.47 | 56,130,479 | 12.0% | | 2022 | 14,774,294 | 52,760,476 | 2,989,375 | 7,539,426 | 55.67 | 61.53 | (107,307,795) | 10.0% | | 2021 | 21,933,683 | 15,255,127 | 3,203,031 | 1,562,750 | 23.73 | 31.25 | 13,344,828 | 8.8% |
Calculated CEO Pay Ratio
(1)The Company’s principal executive officer (“PEO”) is our CEO, Mr. Pferdehirt. The Non-PEO NEOs referenced in the table above are indicated in the table below for each fiscal year:
Calculated CEO Pay Ratio
| Year | PEO | Non-PEO NEOs | | 2025 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, and Thierry Conti | | 2024 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, and Thierry Conti | | 2023 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, Victoria Lazar, and Thierry Conti | | 2022 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, and Victoria Lazar | | 2021 | Douglas J. Pferdehirt | Alf Melin, Justin Rounce, Jonathan Landes, Barry Glickman, and Maryann Mannen |
Calculated CEO Pay Ratio
(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 amounts of compensation paid to our PEO or other NEOs during the applicable year. Amounts include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year, and (iii) certain pension-related costs. The increase in “Compensation Actually Paid” from 2021 to 2025 was primarily driven by increases in the fair value of performance-based equity awards, reflecting the Company’s sustained share price appreciation over the period (from $5.92 at December 31, 2021 to $44.56 at December 31, 2025). (3)For the relevant fiscal year, represents the cumulative TSR of the OSX index for the applicable five-year period as set forth in our Annual Report on Form 10-K for each respective year. (4)Adjusted EBITDA Margin represents earnings before net interest expense, income taxes, depreciation, and amortization, excluding charges, credits, and foreign exchange as a percentage of revenue. Adjusted EBITDA Margin is a non-GAAP measure. Please refer to “Appendix A — Reconciliation of Non-GAAP Measures” in this Proxy Statement for reconciliations of non-GAAP measures to their most comparable GAAP measures.
Calculated CEO Pay Ratio
| Proxy Statement 2026 | TechnipFMC | 77 |
Calculated CEO Pay Ratio
| Executive Compensation Discussion and Analysis | Table of Contents |
Calculated CEO Pay Ratio
To calculate the “Compensation Actually Paid” in the table above, the following amounts were deducted or added (as applicable) to our NEO’s “Total” compensation reported in the Summary Compensation Table (“SCT”) for the applicable fiscal year:
Calculated CEO Pay Ratio
| | Year | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT for Applicable FY | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | Increase for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | Increase for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | Change in the Actuarial Present Values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT for Applicable FY | Total Adjustments | | PEO | | | | | | | | | | 2025 | (12,361,640) | 23,311,084 | 21,707,129 | 6,031,805 | — | 38,688,378 | | Average non-PEO NEOs | | | | | | | | | | 2025 | (1,836,675) | 3,463,528 | 3,233,076 | 885,744 | (15,404) | 5,730,269 |
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link “Compensation Actually Paid” to our NEOs for the fiscal year ended December 31, 2025: a.Adjusted EBITDA Margin; b.Free cash flow; c.Relative TSR; and d.ROIC.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table Relationship between Financial Performance Measures The graphs and narrative below illustrate a comparison of the “Compensation Actually Paid” to our PEO and the average of the “Compensation Actually Paid” to our remaining NEOs, with our cumulative TSR, OSX TSR, Adjusted EBITDA Margin, and net income for the fiscal years ended on December 31, 2021, 2022, 2023, 2024, and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested.