DEF 14A of TechnipFMC plc
Filed Mar 14, 2025 · FY20240001681459-25-000068
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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 2025 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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| April 25, 2025 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 2026 Annual General Meeting of Shareholders: | | | | | a. Douglas J. Pferdehirt b. Claire S. Farley c. Eleazar de Carvalho Filho | d. Robert G. Gwin e. John O’Leary f. Margareth Øvrum | g. Kay G. Priestly h. John Yearwood i. Sophie Zurquiyah | | 2 | 2024 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, 2024, as reported in the Company’s Proxy Statement | | | | 3 | Frequency of Future Say-on-Pay Proposals for Named Executive Officers: To approve, as a non-binding advisory resolution, an annual frequency of future Say-on-Pay proposals for Named Executive Officers | | | | 4 | 2024 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, 2024, as reported in the Company’s U.K. Annual Report and Accounts | | | | 5 | Prospective Directors’ Remuneration Policy: To approve the Company’s prospective directors’ remuneration policy (the “Directors’ Remuneration Policy”) for the three years ending December 31, 2027, in the form presented in the Company’s directors’ remuneration report for the year ended December 31, 2024 of the Company’s U.K. Annual Report and Accounts, such policy to take effect immediately after the conclusion of the 2025 Annual General Meeting of Shareholders | | | | 6 | Receipt of U.K. Annual Report and Accounts: To receive the Company’s audited U.K. accounts for the year ended December 31, 2024, including the reports of the directors and the auditor thereon | | | | 7 | 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, 2025 | | | | 8 | 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 2025 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid | | |
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| ii | TechnipFMC | Proxy Statement 2025 |
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| Proposal | | Description | | 9 | 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, 2025 | | | 10 | Authority to Allot Equity Securities: To authorize the Board to allot equity securities in the Company under U.K. law | | | Special Resolution | | | | 11 | Authority to Allot Equity Securities without Pre-emptive Rights: Pursuant to the authority contemplated by the resolution in Proposal 10, 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 2025 Annual General Meeting of Shareholders.
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| On behalf of the Board of Directors, | March 14, 2025 | | | | | Cristina Aalders Executive Vice President, Chief Legal Officer and Secretary | |
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| Proxy Statement 2025 | TechnipFMC | iii |
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Proxy Statement for the 2025 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 2025 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 14, 2025, 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, 2024 (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 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 25, 2025 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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| iv | TechnipFMC | Proxy Statement 2025 |
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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,” 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, or alliances and unfavorable credit and commercial terms of certain contracts; disruptions in the political, regulatory, economic, and social conditions, or public health crisis in the countries where we conduct business; unexpected geopolitical events, armed conflicts, and terrorism threats; the refusal of DTC to act as depository and clearing agency for our shares; 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; 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, and data security; 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
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| Proxy Statement 2025 | TechnipFMC | v |
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vendors, suppliers, and partners, we often rely on such 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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| vi | TechnipFMC | Proxy Statement 2025 |
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Contents
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| 2025 Proxy Summary | 1 | | Annual Meeting Information | 1 | | Voting Matters and Board Recommendations | 1 | | 2024 Financial Performance | 2 | | Governance Highlights | 4 | | 2024-2025 Shareholder Engagement Program | 5 | | Director Nominees | 6 | | Executive Compensation | 7 | | Sustainability | 9 | | Year One of Our 2024-2026 Scorecard | 9 | | Governance of Corporate Sustainability Matters | 10 | | Proposal 1 — Election of Directors | 12 | | Director Nominees | 14 | | Corporate Governance | 23 | | Governance Guidelines and Key Board Practices | 23 | | Shareholder Engagement | 24 | | Leadership Structure of the Board | 25 | | Board Composition and Criteria for Board Membership | 27 | | Enterprise Risk Management | 30 | | Committees of the Board of Directors | 31 | | Board Meetings and Attendance | 33 | | Director Independence | 33 | | Compensation Committee Interlocks and Insider Participation | 34 | | Communications with Directors | 34 | | Director Compensation | 35 | | Non-executive Director Compensation | 35 | | Proposal 2 — 2024 Say-on-Pay for NEOs | 38 | | Proposal 3 — Frequency of Future Say-on-Pay Proposals for NEOs | 39 | | Proposal 4 — 2024 Directors’ Remuneration Report | 40 | | Proposal 5 – Prospective Directors’ Remuneration Policy | 41 | | Executive Compensation Discussion and Analysis | 42 | | Named Executive Officers | 42 | | Executive Summary | 43 |
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| Our Approach to Executive Compensation | 47 | | Executive Compensation Governance | 51 | | 2024 Executive Compensation in Detail | 56 | | Other Compensation, Benefits, and Considerations | 65 | | Summary Compensation Table | 70 | | Grants of Plan-Based Awards Table | 71 | | Outstanding Equity Awards at Fiscal Year-End Table | 73 | | Option Exercises and Stock Vested Table | 74 | | Pension Benefits Table | 74 | | Non-Qualified Deferred Compensation Table | 76 | | Potential Payments upon Termination | 76 | | CEO Pay Ratio | 79 | | Pay Versus Performance | 80 | | Compensation and Talent Committee Report | 84 | | Audit Committee Report | 85 | | Proposal 6 — Receipt of U.K. Annual Report and Accounts | 86 | | Proposal 7 — Ratification of U.S. Auditor | 87 | | Proposal 8 — Reappointment of U.K. Statutory Auditor | 89 | | Proposal 9 — Approval of U.K. Statutory Auditor Fees | 90 | | Proposal 10 — Authority to Allot Equity Securities | 91 | | Proposal 11 — Authority to Allot Equity Securities without Pre-emptive Rights | 93 | | Transactions with Related Persons | 95 | | Security Ownership of Certain Beneficial Owners and Management | 96 | | Delinquent Section 16(a) Reports | 98 | | Proposals for the 2026 Annual General Meeting of Shareholders | 99 | | Shareholders Sharing an Address | 100 | | General Information about the Annual Meeting | 101 | | Appendix A — Reconciliation of Non-GAAP Measures | 107 |
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| viii | TechnipFMC | Proxy Statement 2025 |
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2025 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 2024 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 April 25, 2025 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 24, 2025 | | | 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 3, 2025 | | | | |
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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 12 | | 2: 2024 U.S. Say-on-Pay Proposal for Named Executive Officers | FOR | Page 38 | | 3: Frequency of Future Say-on-Pay Proposals for Named Executive Officers | FOR Each Year | Page 39 | | 4: 2024 U.K. Directors’ Remuneration Report | FOR | Page 40 | | 5: Prospective Directors’ Remuneration Policy | FOR | Page 41 | | 6: Receipt of U.K. Annual Report and Accounts | FOR | Page 86 | | 7: Ratification of PwC as U.S. Auditor | FOR | Page 87 | | 8: Reappointment of PwC as U.K. Statutory Auditor | FOR | Page 89 | | 9: Approval of U.K. Statutory Auditor Fees | FOR | Page 90 | | 10: Authority to Allot Equity Securities | FOR | Page 91 | | Special Resolution | | | | 11: Authority to Allot Equity Securities without Pre-emptive Rights | FOR | Page 93 |
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| Proxy Statement 2025 | TechnipFMC | 1 |
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| 2025 Proxy Summary | Table of Contents |
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2024 Financial Performance
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| Total Company | | $11.6 billion Inbound orders | | | •Inbound orders1 improved 5% year-over-year to $11.6 billion, driving backlog to $14.4 billion and marking a fourth consecutive year of growth in backlog | | | | •Cash flow from operations improved 39% to $961 million, with free cash flow2 growing 45% versus the prior year to $679.4 million | | | | •Nearly doubled shareholder distributions versus the prior year by returning $486 million through dividends and share repurchases and authorized additional share repurchases of up to $1 billion | | | | •Achieved investment grade debt ratings from multiple credit rating agencies, reflecting the Company’s strengthened financial profile and improved market outlook | | | Subsea | | $10.4 billion Inbound orders | | | •Inbound orders increased 7% year-over-year to $10.4 billion, highlighting continued strength in offshore activity | | | | •Third consecutive year for combination of direct awards, iEPCI™ projects, and Subsea Services to reach at least 70% of total Subsea inbound orders, reflecting our differentiated offerings, innovative technologies, and strong client relationships | | | | | | | | •Record year of integrated project orders, with nearly $5 billion of inbound awarded from a diversified set of operators across six offshore basins | | | | •Tree orders from our Subsea 2.0® product platform significantly outpaced the growth of our total tree awards versus the prior year | | | | •Growth in Subsea Services inbound for the year was driven by increased installation activity, a growing installed base, and aging infrastructure | |
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| Table of Contents | 2025 Proxy Summary |
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| | | $1.2 billion Inbound orders | | Surface Technologies | •Inbound orders decreased 5% year-over-year to $1.2 billion | | | | •Successful execution on our multi-year framework agreement with Abu Dhabi National Oil Company and further activity ramp in Saudi Arabia provided increased contribution to the Company’s revenue in international markets | | | | •Continued to benefit from proactive steps taken to refocus the business through targeted actions, including the sale of the Measurement Solutions business and further optimization of our Americas portfolio | |
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| New Energy Initiatives | Awarded iEPCI™ contract by Petrobras to deliver the Mero 3 HISEP® project, which will utilize subsea processing to capture carbon dioxide-rich dense gases and then inject them into the reservoir | | | | Awarded contract for the first all-electric iEPCI™ for carbon transportation and storage by the Northern Endurance Partnership, a joint venture between bp, Equinor, and TotalEnergies | | | | Announced collaboration agreement with Prysmian to further accelerate the development of floating offshore wind by providing an integrated solution that accelerates time to first power and reduces cost, while improving overall system reliability | |
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(1)Reported financial results for the 12 months ended December 31, 2024, and inbound and backlog as of December 31, 2024, are included in our Annual Report on Form 10-K. (2)Free cash flow is calculated as cash flow from operations less capital expenditures.
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| For additional details regarding our 2024 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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| 2025 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 ESG Committee on strategic sustainability initiatives; Audit Committee on certain metrics and reporting on health, safety, and environmental matters, 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 | 2025 Proxy Summary |
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2024-2025 Shareholder Engagement Program In 2024-2025, 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 | | Contacted shareholders representing 59% 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 •Initiatives and targets | •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 37% of our outstanding shares | | | | | 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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| 2025 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 | 65 Average Age | 6 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: 61 Committees: None | | Claire S. Farley Lead Independent Director Age: 66 Committees: Compensation and Talent | | | | | | | | Eleazar de Carvalho Filho Independent Age: 67 Committees: ESG (Chair) | | Robert G. Gwin Independent Age: 61 Committees: Audit | | | | | | | | John O’Leary Independent Age: 69 Committees: Compensation and Talent (Chair) | | Margareth Øvrum Independent Age: 66 Committees: ESG | | | | | | | | Kay G. Priestly Independent Age: 69 Committees: Audit (Chair) | | John Yearwood Independent Age: 65 Committees: Compensation and Talent, ESG | | | | | 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: 58 Committees: Audit | | | |
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| Table of Contents | 2025 Proxy Summary |
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Executive Compensation Named Executive Officers Our named executive officers (“NEOs”) for 2024 are:
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| | | | | | Douglas J. Pferdehirt Age: 61 Position Held in 2024: Chair and Chief Executive Officer | | Alf Melin Age: 55 Position Held in 2024: Executive Vice President and Chief Financial Officer | | | | | | | | Justin Rounce Age: 58 Position Held in 2024: Executive Vice President and Chief Technology Officer | | Thierry Conti Age: 41 Position Held in 2024: President, Surface Technologies | | | | | | | | Jonathan Landes Age: 52 Position Held in 2024: 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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| Proxy Statement 2025 | TechnipFMC | 7 |
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| 2025 Proxy Summary | Table of Contents |
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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 TSR exceeds peers’ TSR, but absolute TSR is negative | | Hedging and pledging of Company securities |
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Our 2024 executive compensation framework is summarized below. For additional details regarding our executive compensation program, please see the section entitled “Executive Compensation Discussion and Analysis.”
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| 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 | | Sustainability Performance | | | | | | | Free Cash Flow | | Individual Performance | | | 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 | | |
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(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.
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| 8 | TechnipFMC | Proxy Statement 2025 |
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Sustainability Our sustainability decisions are guided by our Core Values and Foundational Beliefs, which underpin our commitment to responsible corporate citizenship. These principles drive our efforts to be more sustainable while delivering on strategic goals aligned with long-term value creation. Since 2017, we have implemented measures to hold ourselves accountable and to support these ambitions. Building on the success of our 2021–2023 Sustainability Scorecard (the “Scorecard”) framework, we have adopted measurable sustainability goals for the 2024-2026 period. This approach reflects our commitment to driving meaningful change, accounting for progress achieved to date, and aligning with the interests of our stakeholders. A snapshot of our achievements and goals for the 2024–2026 Sustainability Scorecard is set forth below. Our Sustainability Scorecard While the Scorecard measures specific achievements in sustainability initiatives, our activities are neither limited to those that are measured on our Scorecard nor to actions and monitoring required by law. Year One of Our 2024-2026 Scorecard
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| For more detail on how each metric is measured and our 2024 results, please see the section entitled “Corporate Sustainability” in our U.K. Annual Report and Accounts. For information on how ESG metrics are tied to our executive compensation program, please see the section entitled “Executive Compensation Discussion and Analysis” below. |
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| Proxy Statement 2025 | TechnipFMC | 9 |
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| Sustainability | Table of Contents |
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Governance of Corporate Sustainability Matters Board Oversight All Board members participate in oversight of corporate sustainability matters. Oversight is concentrated in the Environmental, Social, and Governance Committee (“ESG 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, 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 ESG 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.
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| | | | | Board of Directors Corporate Sustainability Oversight | | | | | | | | ESG | 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 sustainability as a performance measure in our Annual Incentive Plan (as detailed in the “Executive Compensation Discussion and Analysis” section.) | •Certain Health, Safety, and Environmental (“HSE”) matters •Along with the ESG Committee, systems and controls for the prevention of bribery and receive reports on non-compliance •Cybersecurity and artificial intelligence risk management |
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| 10 | TechnipFMC | Proxy Statement 2025 |
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| Table of Contents | Sustainability |
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Management Oversight TechnipFMC’s Executive Leadership Team ("ELT") sets the overall direction and approach for our environmental, social, and governance efforts. The Sustainability Steering Committee is composed of members of the ELT who are directly responsible for various aspects of the environmental, social, and governance programs. 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, or methodologies to achieve our goals, and publication of our external communication on sustainability topics. The Sustainability Steering Committee regularly receives updates and provides guidance to subject-matter experts in each of the environmental, social, and governance pillars that coordinate 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.
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| Proxy Statement 2025 | TechnipFMC | 11 |
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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 skills, including experience as Chief Executive Officer of TechnipFMC and FMC Technologies •Deep knowledge of the Company’s strategy, markets, technology, and operations •Extensive energy industry experience and client relationships •Financial, risk management, strategy, and M&A expertise •Leadership in health, safety, environmental, and social responsibilities •Thorough understanding of the different cultural, political, and regulatory requirements in countries where the Company has a significant presence •Valuable link between the Company’s management and the Board that aids the Board in performing its oversight role Other Public Company Directorships •Current: None •Formerly Held in Past Five Years: None | | Douglas J. Pferdehirt Chair and CEO Age: 61 Director Since: 2017 Committees: None | |
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 •Financial, risk management, strategy, and M&A expertise •Experience as a board member of public and private companies with international operations Other Public Company Directorships •Current: LyondellBasell Industries B.V. and Crescent Energy Company •Formerly Held in Past Five Years: None | | Claire S. Farley Lead Independent Director Age: 66 Director Since: 2017 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 •Financial, strategy, risk management, and M&A expertise •Leadership in health, safety, environmental, and social responsibilities •International investment experience •Experience as a board member of public and private companies with international operations •Contribution to the Board in a way that enhances perspective through diversity in geographic origin and experience •Experience in Brazil, one of TechnipFMC’s principal markets Other Public Company Directorships •Current: Brookfield Renewable Corporation and Companhia Brasileira de Distribuicão (Grupo Pão de Açúcar) •Formerly Held in Past Five Years: Brookfield Renewable Partners L.P.; Cnova N.V., an affiliate of Companhia Brasileira de Distribuicão; and Oi S.A. | | Eleazar de Carvalho Filho Independent Age: 67 Director Since: 2017 Committees: ESG (Chair) | |
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 •Strategy and operational expertise, including sustainability and technology experience •Financial, risk management, and M&A expertise •Experience as a board member of public and private companies with international operations Other Public Company Directorships •Current: Crescent Energy Company •Formerly Held in Past Five Years: Pembina Pipeline Corporation and Enable Midstream Partners | | Robert G. Gwin Independent Age: 61 Director Since: 2023 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 •Strategy, risk management, and M&A expertise •Experience as a board member of public and private companies with international operations •International experience in countries where the Company has a significant presence Other Public Company Directorships •Current: None •Formerly Held in Past Five Years: None | | John O’Leary Independent Age: 69 Director Since: 2017 Committees: C&T (Chair) | |
What am I voting on?
| | Career Highlights •Ms. Øvrum has more than 39 years of experience at Equinor (formerly Statoil), a Norwegian energy company, where she served as Executive Vice President of Equinor ASA, Development and Production Brazil, until her retirement in December 2020. •Ms. Øvrum held a succession of leadership positions at Equinor, including President, Equinor Brazil, from 2018 to 2020; Executive Vice President of Technology, Projects, and Drilling from 2011 to 2018; Executive Vice President of Technology and New Energy for Statoil Hydro, from 2007 to 2011; Executive Vice President of Technology and Projects, from 2004 to 2007; and Executive Vice President of Health, Safety, and the Environment, during 2004. •She has also held numerous management and operations positions, including Senior Vice President, Operations Support, Exploration and Production, Norway from 2000 to 2003; Senior Vice President, Operations, Veslefrikk, from 1996 to 1999; Offshore Installation Manager from 1993 to 1996; Production and Maintenance Superintendent from 1991 to 1993; Department Head, Operations Technology from 1989 to 1991; Section Head, Maintenance and Activity Planning from 1988 to 1989; and Strategic Analysis, Production and Maintenance, from 1982 to 1987. •Ms. Øvrum began her career at Equinor in 1982 in Strategic Analysis, and in 1993, became the first female and the youngest platform manager of the company’s Gulfaks field in the North Sea. Key Skills and Qualifications •Significant management, technology, and operational experience as an executive of a major oil and gas company with international operations •Strategy and operational expertise, including sustainability and technology experience •Experience as a board member of public and private companies with international operations •Extensive experience working in Norway and Brazil, countries in which the Company has significant operations •Contribution to the Board in a way that enhances perspective through diversity in geographic origin, and experience Other Public Company Directorships •Current: FMC Corporation, Harbour Energy plc, and Transocean Ltd. •Formerly Held in Past Five Years: None | | Margareth Øvrum Independent Age: 66 Director Since: 2020 Committees: ESG | |
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 •Financial, strategy, risk management, and M&A expertise •Extensive consulting experience •Experience in a variety of industries that provides diversity of perspective •Thorough understanding of different cultural, political, and regulatory requirements through her extensive energy and mining experience, including in countries where the Company has a significant presence Other Public Company Directorships •Current: SSR Mining Inc. •Formerly Held in Past Five Years: Stericycle, Inc. | | Kay G. Priestly Independent Age: 69 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 •Experience as a board member of public and private companies with international operations •Technology, strategy, governance, and M&A expertise •Oil and gas exploration and production experience •International experience in countries where the Company has a significant presence •Diversity in geographic origin that enhances the Board’s perspective Other Public Company Directorships •Current: Nabors Industries Ltd. and Vast Renewables Limited •Formerly Held in Past Five Years: Nabors Energy Transition Corp, an affiliate of Nabors Industries Ltd., which merged with Vast Renewables Limited | | John Yearwood Independent Age: 65 Director Since: 2019 Committees: C&T, ESG | |
What am I voting on?
| | Career Highlights •Ms. Zurquiyah has been Chief Executive Officer of Viridien S.A., formerly known as CGG S.A., an advanced technology, digital, and earth data leader, since April 2018. 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 Chief Executive Officer of Viridien S.A. •Financial, technology, sustainability, and oil and gas drilling expertise •Experience as a board member and member of the audit committee of public companies with international operations •Contribution to the Board in a way that enhances perspective through diversity in geographic origin and experience Other Public Company Directorships •Current: Viridien S.A. •Formerly Held in Past Five Years: Safran S.A. | | Sophie Zurquiyah Independent Age: 58 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 ($)2 | All Other Compensation ($)3 | Total ($) | | Eleazar de Carvalho Filho | 130,000 | 185,000 | 9,018 | 324,018 | | Claire S. Farley | 165,000 | 185,000 | — | 350,000 | | Robert Gwin | 115,000 | 185,000 | — | 300,000 | | John O’Leary | 135,000 | 185,000 | — | 320,000 | | Margareth Øvrum | 115,000 | 185,000 | 3,370 | 303,370 | | Kay G. Priestly | 140,000 | 185,000 | — | 325,000 | | John Yearwood | 125,000 | 185,000 | — | 310,000 | | Sophie Zurquiyah | 115,000 | 185,000 | 2,433 | 302,433 |
Members of the Board of Directors
| Table of Contents | Director Compensation |
Members of the Board of Directors
(2)RSU grants were valued using the closing price on the NYSE of the Company’s Ordinary Shares on February 16, 2024 of $19.72 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, 2024, was 582,087 (507,039 of which were vested but not yet settled in Ordinary Shares as of December 31, 2024). 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, 2024 | Outstanding RSUs that are vested but not settled | | Eleazar de Carvalho Filho | 55,772 | 46,391 | | Claire Farley | 114,476 | 105,095 | | Robert Gwin | 22,912 | 13,531 | | John O’Leary | 114,476 | 105,095 | | Margareth Øvrum | 75,147 | 65,766 | | Kay Priestly | 101,985 | 92,604 | | John Yearwood | 31,310 | 21,929 | | Sophie Zurquiyah | 66,009 | 56,628 |
Members of the Board of Directors
(3)The amounts reflected in the “All Other Compensation” column for the fiscal year ended December 31, 2024, represent spousal travel for the following: Mr. de Carvalho Filho $9,018, Ms. Øvrum $3,370, and Ms. Zurquiyah $2,433. 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, 2024.
Members of the Board of Directors
| Proxy Statement 2025 | TechnipFMC | 37 |
Members of the Board of Directors
Proposal 2 — 2024 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. Subject to the outcome of Proposal 3, the next such vote is expected to occur at our 2026 Annual Meeting. While the say-on-pay vote is advisory and therefore not binding, our Board and C&T Committee value the diverse 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 2024. 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’ 2024 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
| 38 | TechnipFMC | Proxy Statement 2025 |
Members of the Board of Directors
Proposal 3 — Frequency of Future Say-on-Pay Proposals for NEOs Pursuant to Section 14(a) of the Exchange Act, not less frequently than every six years, we are required to ask shareholders to vote on the frequency of our future Say-on-Pay proposals for NEOs. Shareholders will be able to specify one of four choices for this proposal on the proxy card: every year, once every two years, once every three years, or abstain. The Board has determined that holding an advisory vote on executive compensation every year is the most appropriate frequency for the Company and recommends that shareholders vote for future advisory votes on executive compensation to occur every year. We believe that an annual Say-on-Pay proposal for NEOs is consistent with (a) our practice of seeking input and engaging in dialogue with our shareholders on corporate governance, executive compensation, and sustainability matters, (b) our executive compensation philosophy, policies, and practices, and (c) our annual advisory vote on our directors’ remuneration report (see Proposal 4), which must be submitted annually to shareholders pursuant to the Companies Act. 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 will not be binding upon the Board or the C&T Committee. 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 resolution and vote are a means of providing shareholder feedback to the Board. The Board values shareholders’ feedback and will review and consider the outcome of the vote when determining the frequency of future advisory votes related to the Say-on-Pay Proposal for NEOs.
Members of the Board of Directors
| How does the Board recommend that I vote? | | The Board recommends that you vote “FOR” “every year” for this Proposal. |
Members of the Board of Directors
| Proxy Statement 2025 | TechnipFMC | 39 |
Members of the Board of Directors
Proposal 4 — 2024 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 2024 Directors’ Remuneration Report of our U.K. Annual Report and Accounts, which reports our 2024 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 2024 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
| 40 | TechnipFMC | Proxy Statement 2025 |
Members of the Board of Directors
Proposal 5 — Prospective Directors’ Remuneration Policy As a company governed by the Companies Act and in accordance with Section 439 thereof, we are asking shareholders to approve our prospective Directors’ Remuneration Policy, the form of which is presented in the 2025 Directors’ Remuneration Report of our U.K. Annual Report. The Directors’ Remuneration Policy describes the Company’s forward-looking policy on directors’ remuneration, including information on payments to directors for loss of office. The Directors’ Remuneration Policy is subject to a binding shareholders’ vote by ordinary resolution at least once every three years, the last of which occurred at our 2024 Annual Meeting. However, throughout 2024, the C&T Committee conducted a comprehensive review of the Remuneration Policy to ensure it remains appropriate, provides operational flexibility, and further aligns compensation with shareholder interests. As a result of this review, the C&T Committee, with the approval of our independent directors, is proposing an incremental component to our executive compensation program by including a special, one-time value creation plan (the “Value Creation Plan”). Aligned with our unwavering commitment to deliver long-term shareholder value, this plan is intended to further incentivize executives—above and beyond existing plans—to deliver significant and sustained value creation through ambitious performance targets. To provide the C&T Committee with the flexibility to design and implement this new Value Creation Plan, a revised Directors’ Remuneration Policy is hereby submitted for shareholder approval at the Annual Meeting. If approved, the amended Directors’ Remuneration Policy will take effect following the Annual Meeting. On approval of the amended Directors’ Remuneration Policy, all payments by the Company to its directors and former directors will be made in accordance with the amended Directors’ Remuneration Policy, unless a payment has been separately approved by a shareholder resolution. What happens if this resolution is not approved? If the amended Directors’ Remuneration Policy is not approved at the Annual Meeting, the existing 2024 Directors’ Remuneration Policy will continue to apply. However, if the amended Directors’ Remuneration Policy is not approved, the Company may not be able to pay expected compensation to its directors, including the Chair and CEO, which could materially harm its ability to attract and retain quality directors and top executives and to manage its business.
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
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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 2024 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 2024 compensation of our NEOs listed below. Named Executive Officers
Members of the Board of Directors
| | | | | | Douglas J. Pferdehirt Age: 61 Position Held in 2024: Chair and Chief Executive Officer | | Alf Melin Age: 55 Position Held in 2024: Executive Vice President and Chief Financial Officer | | | | | | | | Justin Rounce Age: 58 Position Held in 2024: Executive Vice President and Chief Technology Officer | | Thierry Conti Age: 41 Position Held in 2024: President, Surface Technologies | | | | | | | | Jonathan Landes Age: 52 Position Held in 2024: President, Subsea | | | |
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
Executive Summary Actions that Created Shareholder Value in 2024 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 2024 intended to create growth and value for shareholders: | | •Distributed $486 million to shareholders through dividends and share repurchases, nearly doubling total distributions versus the prior year; •Authorized additional share repurchase of up to $1 billion in October; •Increased our target for shareholder distributions, now committing to return at least 70% of annual free cash flow1 to shareholders in 2025; •Achieved investment grade ratings, providing access to lower cost funding; •Demonstrated further progress in leveraging our core technologies and competencies in support of the energy transition, with significant inbound orders for carbon reduction projects that included two industry firsts: •Received an iEPCI™ award utilizing subsea processing to capture CO2 directly from the well stream for injection back into the reservoir—all taking place on the seafloor—for Petrobras’ Mero 3 HISEP® project; and •Received an all-electric iEPCI™ award for CO2 transportation and storage for the Northern Endurance Partnership. |
Members of the Board of Directors
(1)Free cash flow is calculated as cash provided by operating activities less capital expenditures. 2024 Performance and Impact on Executive Compensation
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. The C&T Committee approves our CEO’s compensation. The CEO’s annual performance objectives are reported and evaluated by both the C&T Committee and during executive sessions of the full Board to promote a comprehensive analysis and evaluation of our CEO’s annual performance. Any changes to the CEO’s target compensation are made in accordance with our shareholder-approved Directors’ Remuneration Policy. The CEO recommends changes to compensation for the other NEOs without them present, which are approved by the C&T Committee with input from its independent compensation consultant. NEOs do not participate in any discussions related to their own compensation.
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 inappropriate risk taking.
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
2024 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 2023 and 2024. As mentioned above, the C&T Committee increased base salaries by 7.1% for Messrs. Melin and Rounce, effective January 1, 2024. These adjustments were based on a comprehensive review of peer and survey data, individual performance and tenure.
Establishing Performance Measures and Goals
| Named Executive Officer | 2023 | 2024 | % Change | | Douglas J. Pferdehirt | $1,328,700 | $1,328,700 | —% | | Alf Melin | $700,000 | $750,000 | 7.1% | | Justin Rounce | $630,000 | $675,000 | 7.1% | | Jonathan Landes | $550,000 | $550,000 | —% | | Thierry Conti | $450,000 | $450,000 | —% |
Establishing Performance Measures and Goals
Annual Cash Incentive
2024 Annual Cash Incentive Target Award Opportunity
2024 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, sustainability, 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 2023 and 2024 annual cash incentive target award opportunities for our NEOs. As mentioned above, the C&T Committee increased Mr. Conti’s annual incentive target award opportunity from 75% to 100% of base salary. This adjustment aims to ensure a competitive total cash compensation position and strengthens alignment with the achievement of key financial and business objectives tied to the annual incentive program.
2024 Annual Cash Incentive Target Award Opportunity
| Named Executive Officer | 2023 | 2024 | % Change | | Douglas J. Pferdehirt | 135% | 135% | 0% | | Alf Melin | 100% | 100% | 0% | | Justin Rounce | 100% | 100% | 0% | | Jonathan Landes | 100% | 100% | 0% | | Thierry Conti | 75% | 100% | 33% |
2024 Annual Cash Incentive Target Award Opportunity
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2024 Annual Cash Incentive Target Award Opportunity
| Table of Contents | Executive Compensation Discussion and Analysis |
2024 Annual Cash Incentive Performance Indicators
2024 Annual Cash Incentive Performance Indicators 75% of the annual cash incentive is based on business performance indicators (“BPI”), and 25% is based on individual annual performance indicators (“API”).
2024 Annual Cash Incentive Performance Indicators
| 75% BPI Assessment of overall Company performance based on business performance indicators | + | 25% API Assessment of individual performance based on qualitative factors reflected in an NEO’s annual performance objectives |
BPI Component – 75% of Annual Cash Incentive
BPI Component – 75% of Annual Cash Incentive The BPI components are intended to drive the achievement of key financial and sustainability objectives. Each component is assessed independently from the other components and has a maximum possible payout of 200% of target. Furthermore, if performance with respect to any BPI component fails to meet the threshold level, the payout is 0%.
Target Setting for BPI Measures
Target Setting for BPI Measures Performance targets related to our annual cash incentive are set at “stretch” targets that are considered difficult and challenging but achievable with superior execution based on our long-range plans. Given the cyclical nature of our industry, as well as the variability in some of our metrics caused by the life cycle progression of a few very large projects, our targets can vary in absolute terms when compared to prior-year targets but are set to ensure that achievement will require the same or improved execution to achieve the targets. The 2024 BPI measures for the annual cash incentive are outlined below:
Target Setting for BPI Measures
| BPI Measure % Weighting | | Definition | | Why it matters | | Adjusted EBITDA Margin | | | | | | | • | Adjusted earnings before net interest expense, income taxes, depreciation and amortization, excluding charges, credits, and foreign exchange, net, as a percentage of revenue | • | Reflects our performance in leveraging cost efficiencies to drive sustainable improvements in profitability | | Free Cash Flow | | | | | | | • | Cash provided by operating activities, less capital expenditures | • | Measures our ability to generate cash as an indicator of the financial health and liquidity of the Company | | 2024-2026 Sustainability Scorecard | | | | | | | • | Performance relative to the TechnipFMC Sustainability Scorecard | • | Directly links our compensation program to our sustainability commitments and objectives, as set forth in our 2024-2026 Sustainability Scorecard |
2024 Key Financial Results Linked to the Compensation of Our Executives
| | 2024 Goals1 | | | 2024 Performance2 | | | 2024 BPI Measure | Threshold Performance | Target Performance | Maximum Performance | Performance | Payout % | | Adjusted EBITDA Margin 25% Weighting | 13.0% | 14.5% | 16.0% | 15.2% | 146% | | Free cash flow 25% Weighting | $300 million | $430 million | $700 million | $679 million | 192% |
2024 Key Financial Results Linked to the Compensation of Our Executives
(1)For 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 BPI is rounded to the nearest whole percent for calculating the annual cash incentive payout. In accordance with established guidelines, the goals 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.
Determination of 2024 Payout for the 2024-2026 Sustainability Scorecard
Determination of 2024 Payout for the 2024-2026 Sustainability Scorecard To align our executives’ incentives with our sustainability commitments, we link our executive compensation to our Sustainability Scorecard performance. This complements the extensive efforts that inform our approach to sustainability matters to drive behaviors and create outcomes that make a positive impact on the planet, people, and communities in which we operate. The ESG Committee is responsible for determining and assessing the Company’s Sustainability Scorecard objectives, certifying results, and recommending a performance rating to the C&T Committee, who reviews this information to determine and approve the Sustainability Scorecard payout. The ESG Committee performed a comprehensive review of the Company’s 2024-2026 Sustainability Scorecard objectives and determined that, in aggregate, the Company achieved just above target overall results on its 2024-2026 Sustainability Scorecard objectives for 2024. In support of this overall rating, the C&T Committee approved a payout of 115% out of a maximum 200%. The Year One achievements of each component of our 2024-2026 Sustainability Scorecard objectives are summarized below. For additional details on how each metric is measured and our 2024 results, please see the section entitled “Corporate Sustainability” in our U.K. Annual Report and Accounts.
Determination of 2024 Payout for the 2024-2026 Sustainability Scorecard
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Determination of 2024 Payout for the 2024-2026 Sustainability Scorecard
| Table of Contents | Executive Compensation Discussion and Analysis |
2024 API Component – 25% of Annual Cash Incentive
2024 API Component – 25% of Annual Cash Incentive The API objectives for each NEO are established at the start of the year. Similar to our BPI performance objectives, API objectives are set at “stretch” levels (i.e., objectives that are difficult and challenging but should be achievable with superior execution) using a rigorous evaluation process. Each February, the C&T Committee reviews and approves the CEO’s API objectives for the new fiscal year and evaluates the prior-year API performance to determine the payout for the API component of his annual cash incentive. Similarly, the CEO reviews and approves the API objectives of the other NEOs for the new fiscal year and assesses the prior-year API performance to recommend individual API payouts to the C&T Committee for review and approval. If an NEO failed to achieve any of his or her objectives, the API multiple would likely be 0%, absent any mitigating factors. If the NEO met some, but not all, of the objectives, the API multiple would fall between the range of 0% to 200%, depending upon the number of objectives accomplished, their relative importance and difficulty as determined by the C&T Committee, and any factors that may have prevented achievement of certain objectives. For 2024, the NEOs received an average API rating of 170% for the year.
2024 API Component – 25% of Annual Cash Incentive
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2024 API Component – 25% of Annual Cash Incentive
| Executive Compensation Discussion and Analysis | Table of Contents |
2024 API Component – 25% of Annual Cash Incentive
The objectives, achievements, as well as the C&T Committee’s assessment were as follows:
2024 API Component – 25% of Annual Cash Incentive
| | | Douglas J. Pferdehirt | | 170% | | | | Chair and CEO | | Overall Rating | | Objective | | | Achievements | | | Above expectations | | | | | | Shareholder Returns: | | | | | | •Create shareholder value •Achieve debt reduction •Expand shareholder distributions | | | •2024 TSR significantly outperformed our peers and the OSX index •Reduced the Company’s gross and net debt position, exceeding the debt leverage target and achieving investment grade ratings •Distributed $486 million to shareholders through dividends and share repurchases in 2024 and authorized additional share repurchase of up to $1 billion in October 2024 | | | Above expectations | | | | | | Strategy and Growth: | | | | | | •Advance strategic financial objectives •Advance technology partnerships, and strategic alliances •Advance transformation | | | •Both business segments outperformed 2024 financial targets, resulting in the Company exceeding targets for total Company Adjusted EBITDA Margin, free cash flow, revenue, inbound orders, and ROIC •Achieved key technology partnerships, including key strategic alliance with Prysmian to further accelerate the global demand for renewable electricity •Advanced the Company’s Industrialization and Transformation objectives, including implementation of lean operating working models across the business to enhance cross-functional collaboration, problem solving, and decision making | | | Above expectations | | | | | | Execute on Key Business Deliverables: | | | | | | •Deliver profitable growth for Subsea and Surface businesses •Continue to grow New Energy business | | | •Delivered above-target inbound orders, revenue, and EBITDA for our Subsea business. •Delivered record iEPCI™ awards for our Subsea business •Advanced targeted actions to refocus Surface business, including successful divestment of Measurement Solutions business, optimization of Americas portfolio, and ramped up activity in the Middle East market •Developed industry’s first all-electric system for carbon transportation and storage and secured North Endurance Partnership project | | | Above expectations | | | | | | Organizational Readiness: | | | | | | •Ensure succession planning in place •OneERP Transformation | | | •Continued succession planning and talent development initiatives to enhance the breadth and depth of succession plans, promote varied perspectives, and ensure equitable opportunities in leadership progression and talent acquisition •Successfully delivered the OneERP process design on schedule and within budget | | | Below expectations | | | | | | Promote Foundational Beliefs: | | | | | | •Integrity – Engage/advance industry progress in Human Rights •Achieve 2024 sustainability objectives •HSE (Health, Safety and Environmental) – Achieve Safe Day targets and zero fatalities | | | •Promoted human rights through active industry leadership, and more than doubled the number of key supplier audits for human rights standards •Led the dedication of over 58,000 volunteer hours to support our communities •Increased renewable energy usage to 60% of the 2023 baseline •Achieved meaningful Year One progress within the 2024-2026 Sustainability Scorecard (see the section entitled “Sustainability” above) •Actively led TechnipFMC as a top contributor to both the United Way and American Heart Association •Number of Safe Days in 2024 were below target •A workplace fatality occurred in 2024 | |
2024 API Component – 25% of Annual Cash Incentive
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2024 API Component – 25% of Annual Cash Incentive
| Table of Contents | Executive Compensation Discussion and Analysis |
2024 API Component – 25% of Annual Cash Incentive
Individual performance assessments for the other NEOs are summarized below.
2024 API Component – 25% of Annual Cash Incentive
| NEO | Summary of 2024 Objectives and Key Achievements | | | Mr. Melin’s 2024 objectives and achievements included guiding the Company’s financial strategy to meet 2024 key financial performance targets, including Adjusted EBITDA Margin and free cash flow; a further reduction in the Company’s gross debt position while achieving investment grade ratings; an expansion of Company shareholder distributions by increasing the total value of the share repurchase program and leading the Company’s Enterprise Resource Planning (“ERP”) upgrade program. | | Alf Melin Executive Vice President and Chief Financial Officer | | | | Mr. Rounce’s 2024 objectives and achievements included completing the divestment of the Company’s Measurement Solutions business; continuing the development of new technologies across our lines of business; supporting the launch of the first projects in New Energy; driving the Company’s engineering, supply chain, and manufacturing activities for the delivery of customer projects; leading the expansion of digital technologies in the Company; overseeing the update of the Company’s long-term strategies, partnerships, and alliances; and continuing to advance the Company’s Simplification, Standardization, and Industrialization activities. | | Justin Rounce Executive Vice President and Chief Technology Officer | | | | Mr. Landes’ 2024 objectives and achievements included delivery on Subsea segment free cash flow; inbound and Adjusted EBITDA Margin targets; developing and sponsoring key client relationships and alliances; creating and delivering new value through our vessel ecosystem; continued focus and improvement of safety programs; and continuing to advance the Company’s Industrialization and Transformation activities. | | Jonathan Landes President, Subsea | | | | Mr. Conti’s 2024 objectives and achievements included developing the Company’s business in strategic markets such as the Middle East; optimizing the footprint and the business portfolio of the Company’s Surface Technologies in North America; renewing several key long-term contracts and relationships that will enable continued growth; delivery on Surface Technologies cash flow and Adjusted EBITDA Margin targets; rollout of programs that will reduce serious injuries and improve safety; and continuing to advance the Company’s Industrialization and Transformation activities. | | Thierry Conti President, Surface Technologies | |
Determination of 2024 Payouts under the Annual Cash Incentive Plan
Determination of 2024 Payouts under the Annual Cash Incentive Plan Each executive’s target annual cash bonus is a percentage of his or her base salary for the year. For example, assuming an NEO has a base salary of $600,000, a 100% target bonus, a BPI rating of 151%, and an API rating of 170%, the executive’s annual cash bonus would be calculated as follows:
Determination of 2024 Payouts under the Annual Cash Incentive Plan
| Component | Base Salary ($) | Weighting (%) | Target Bonus (%) | Rating (%) | Payout ($) | | BPI | 600,000 | x 75 | x 100 | x 151 = | 679,500 | | API | 600,000 | x 25 | x 100 | x 170 = | 255,000 | | Total Cash Incentive Compensation | | | | | 934,500 |
Determination of 2024 Payouts under the Annual Cash Incentive Plan
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Determination of 2024 Payouts under the Annual Cash Incentive Plan
| Executive Compensation Discussion and Analysis | Table of Contents |
Determination of 2024 Payouts under the Annual Cash Incentive Plan
Long-Term Equity Incentives Annual long-term equity incentive awards, granted in the form of TechnipFMC equity, represent the largest component of each NEO’s annual target compensation opportunity, grounded in our compensation philosophy of paying for performance and aligning executives’ interests with those of our shareholders. Awards are made in the form of two complementary vehicles — PSU awards and RSU awards — providing a balanced focus on performance, sustainable long-term value creation, and retention. The C&T Committee reviews and approves equity awards for the NEOs on an annual basis. The awards are based on market competitiveness on total target compensation and aim to provide appropriate levels of retention and incentives for achieving the Company’s long-term goals.
2024 Long-Term Equity Incentive Award Opportunity
2024 Long-Term Equity Incentive Award Opportunity For 2024, the C&T Committee set the target value of equity awards for each NEO with reference to market median total compensation data. The table below sets forth the 2024 long-term incentive target values for each NEO as a percent of their base salaries.
2024 Long-Term Equity Incentive Award Opportunity
| Named Executive Officer | 2024 LTI Target (% of Base) | 2024 LTI Target Value ($) | | Douglas J. Pferdehirt | 785% | 10,430,295 | | Alf Melin | 300% | 2,250,000 | | Justin Rounce | 300% | 2,025,000 | | Jonathan Landes | 300% | 1,650,000 | | Thierry Conti | 150% | 675,000 |
2024 PSU Awards (70% of Equity Award)
2024 PSU Awards (70% of Equity Award) The C&T Committee sets the performance targets associated with PSU awards prior to the beginning of each three-year performance period. For awards in 2024, PSU awards comprised 70% of the total long-term equity award, and payout will be based on relative TSR performance and ROIC for the three-year period of 2024-2026. 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.
2024 PSU Awards (70% of Equity Award)
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2024 PSU Awards (70% of Equity Award)
| Table of Contents | Executive Compensation Discussion and Analysis |
2024 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 |
2024 PSU Awards (70% of Equity Award)
The relative TSR performance for our 2024 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.
2024 PSU Awards (70% of Equity Award)
| 2024 Relative TSR Peer Group | | | | Baker Hughes Company | Nabors Industries Ltd. | Transocean Ltd. | | ChampionX Corp. | National Oilwell Varco, Inc. | Oceaneering International, Inc. | | Core Laboratories N.V. | SLB | | | Halliburton Company | Subsea 7 S.A. | |
2024 PSU Awards (70% of Equity Award)
The vesting date for the 2024 PSU awards is February 20, 2027, with a performance period of January 1, 2024 through December 31, 2026. The C&T Committee approved the following targets for the 2024 PSU awards: Relative TSR The relative TSR payout scale for the 2024-2026 PSU award is outlined below:
2024 PSU Awards (70% of Equity Award)
| Performance Achievement | Relative TSR Performance | Payout (% of earned PSUs) | | Below Threshold | Below 25th percentile | —% | | Threshold | 25th percentile | 50% | | Target | 50th percentile | 100% | | Maximum or above | 75th percentile or greater | 200% |
2024 PSU Awards (70% of Equity Award)
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.
2024 PSU Awards (70% of Equity Award)
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2024 PSU Awards (70% of Equity Award)
| Executive Compensation Discussion and Analysis | Table of Contents |
2024 Time-Based RSU Awards (30% of Equity Award)
2024 Time-Based RSU Awards (30% of Equity Award) Time-based RSU awards further align NEOs’ interests with the interests of our shareholders by incentivizing them to increase share price, while reinforcing the retention impact of our compensation program. 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 2024 grant date.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period In March 2022, 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, 2022 and ending December 31, 2024. 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 2022 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 2022 PSU awards, the Company’s TSR for the 2022-2024 measurement period was compared to its TSR Peer Group to determine its relative TSR performance. •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 2022 PSU awards, the performance during the 2022-2024 measurement period was based on the improvement in ROIC from a 2021 baseline, as measured in basis points (“bps”). In February 2025, the C&T Committee approved the performance results and payouts for the 2022 PSUs granted as described below:
Payout under the 2022 PSU Awards for the 2022-2024 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 | > 75th percentile | 200% | | ROIC | 50% | 200 bps | 300 bps | 400 bps | > 400 bps | 200% |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
For the 2022-2024 performance period, the weighted PSU payout was 200%.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| Table of Contents | Executive Compensation Discussion and Analysis |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
Other Compensation, Benefits, and Policies Share Ownership and Retention Requirements The C&T Committee oversees the operation of share ownership guidelines that apply to our executive officers. All executive officers, including all NEOs, met their applicable ownership and retention requirements under the Company’s policy in 2024.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| 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 ownership requirements and must maintain compliance with their ownership requirements after any transaction |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
Clawback Policy The Company has a clawback policy that enables us to recoup and/or cancel previously awarded compensation in defined situations.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| Covered Employees | •Executive officers subject to the reporting requirements of Section 16 of the Exchange Act •By definition, this includes all NEOs | | Covered Compensation | •Cash and equity that is granted earned or vested based on the attainment of financial reporting measures and other incentive compensation | | Triggering Events | •Restatement of the Company’s quarterly or annual financial statements resulting in erroneously awarded compensation •Illegal acts, including fraud, material theft of Company assets, bribery, corruption, gross negligence, and willful misconduct | | C&T Committee Authority | •Administer, interpret, and construe the policy •Cancel previously granted compensation, in part or in whole, whether vested or deferred •Clawback previously earned or erroneously awarded compensation by requiring the executive officer to repay the Company any gain realized or payment received •Reduce or offset future incentive compensation |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| Executive Compensation Discussion and Analysis | Table of Contents |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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. Stock Options The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Perquisites The Company also 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, 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.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
Retirement Benefits Eligibility for retirement savings plan participation depends on an NEO’s tenure and the country in which he or she is based. All of our NEOs participate in the TechnipFMC Retirement Savings Plan, a tax qualified 401(k) plan, and the TechnipFMC Supplemental Retirement Savings Plan (“SRP”), a non-qualified savings plan designed to supplement the 401(k) plan, on the same terms as other eligible employees.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| 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 |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| Executive Compensation Discussion and Analysis | Table of Contents |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| 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 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 will remain subject to the original performance conditions, measured at the originally scheduled date |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| 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 $50,000 in outplacement assistance •Accelerated vesting of all granted and outstanding equity awards, with outstanding PSUs vesting at target •“Best-after-tax” cutback for 280G excise tax calculations, with no tax gross-ups on any payments |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
Compensation Risk As part of a robust approach to risk mitigation, the Company operates a number of policies that apply to our NEOs, and in many instances to broader employee populations. These policies are intended to align our NEOs with the long-term interests of our shareholders and encourage them to make decisions that expose the Company to an appropriate level of risk within our agreed framework. Tax Considerations Although the C&T Committee considers the accounting and tax treatment of the various forms of compensation, the accounting treatment and tax deductibility of compensation have not had and will not have a material impact on the Company’s executive compensation program. Our C&T Committee will continue to structure our compensation program in the best long-term interests of our shareholders.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
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Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| Executive Compensation Discussion and Analysis | Table of Contents |
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
Summary Compensation Table The following table summarizes the compensation earned by each of the NEOs from all sources for services rendered in all of their capacities to the Company during the fiscal years ended December 31, 2024, 2023, and 2022.
Payout under the 2022 PSU Awards for the 2022-2024 Performance Period
| Name and Principal Position as of 12/31/2024 | Year | Salary1 ($) | 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 | 2024 | 1,328,700 | 12,157,451 | 2,798,242 | — | 264,195 | 16,548,588 | | | 2023 | 1,328,700 | 12,436,674 | 2,955,195 | — | 341,926 | 17,062,495 | | | 2022 | 1,236,000 | 11,190,694 | 2,077,407 | — | 270,193 | 14,774,294 | | Alf Melin Chief Financial Officer | 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 | | | 2022 | 650,000 | 2,249,668 | 786,500 | (249,849) | 57,155 | 3,493,474 | | Justin Rounce Executive Vice President and Chief Technology Officer | 2024 | 675,000 | 2,360,317 | 1,053,000 | — | 103,327 | 4,191,645 | | | 2023 | 630,000 | 2,253,554 | 992,250 | — | 90,230 | 3,966,034 | | | 2022 | 600,000 | 2,076,622 | 726,000 | — | 81,462 | 3,484,084 | | Jonathan Landes President, Subsea | 2024 | 550,000 | 1,923,201 | 858,000 | — | 110,942 | 3,442,143 | | | 2023 | 550,000 | 1,639,478 | 866,250 | — | 109,865 | 3,165,593 | | | 2022 | 525,000 | 1,514,197 | 635,250 | — | 71,042 | 2,745,489 | | Thierry Conti President, Surface Technologies | 2024 | 450,000 | 786,750 | 702,000 | — | 326,335 | 2,265,085 | | | 2023 | 450,000 | 670,674 | 531,564 | — | 333,387 | 1,985,625 | | | 2022 | — | — | — | — | — | — |
Calculated CEO Pay Ratio
Calculated CEO Pay Ratio For 2024, the annual total compensation of our CEO for purposes of determining the pay ratio was $16,548,588 and the annual total compensation of our median employee was $119,934. As a result, for 2024, the ratio of the annual total compensation of our CEO to the total annual compensation of our median employee was approximately 138:1. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratios reported by other companies are likely not comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices, and likely utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Calculated CEO Pay Ratio
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Calculated CEO Pay Ratio
| Executive Compensation Discussion and Analysis | Table of Contents |
Calculated CEO Pay Ratio
Pay Versus Performance
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021, and 2020, and our financial performance for each such fiscal year. The amounts represented under “Compensation Actually Paid” were computed in accordance with SEC rules.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO1 ($) | 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 ($) | OSX TSR3 ($) | | | | 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% | | 2020 | 12,920,601 | 2,368,276 | 3,191,983 | 1,734,567 | 28.03 | 25.88 | (3,287,395,821) | 6.7% |
Pay Versus Performance Table
(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:
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs | | 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 | | 2020 | Douglas J. Pferdehirt | Maryann Mannen, Justin Rounce, Barry Glickman, Arnaud Pieton, Catherine MacGregor, and Nello Uccelletti |
Pay Versus Performance Table
(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 2022, and from 2022 to 2023, is primarily driven by the increase in the fair value of performance awards due to the increase in the Company’s share price from $5.92 at December 31, 2021, $12.19 at December 31, 2022, and $20.14 at December 29, 2023. (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 measures. 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.
Pay Versus Performance Table
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Pay Versus Performance Table
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Pay Versus Performance Table
To calculate the “Compensation Actually Paid” in the table above, the following amounts were deducted or added (as applicable) to our NEO’s “Total” compensation reported in the Summary Compensation Table (“SCT”) for the applicable fiscal year:
Pay Versus Performance Table
| | Year | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns 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 | | | | | | | | | | 2024 | (12,157,451) | 20,562,369 | 24,306,067 | 7,194,901 | — | 39,905,886 | | Average non-PEO NEOs | | | | | | | | | | 2024 | (1,923,211) | 3,252,800 | 3,108,067 | 982,369 | 7,479 | 5,427,504 |
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, 2024: a.Adjusted EBITDA Margin; b.Free cash flow; c.Relative TSR; and d.ROIC.
Pay Versus Performance Tabular List
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Pay Versus Performance Tabular List
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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, 2020, 2021, 2022, 2023, and 2024. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested.