Independent
Tenure on this board
7.7 yrs
Also a director at
Stanley Black & Decker Inc (SWK)
9 nominees · 4 ballot items.
Elect nine directors; advisory 'say-on-pay' vote to approve executive compensation; ratify PricewaterhouseCoopers LLP as independent auditor; shareholder proposal requesting an annual advisory vote on stock repurchases (proposed by John Chevedden).
Election of nine director nominees to serve until the 2027 annual meeting; nominees were selected by the Board and will reduce Board size to nine effective upon election.
A non-binding, advisory vote asking shareholders to approve the compensation of the Company’s named executive officers as described in the Executive Compensation section of the proxy statement.
This advisory 'Say on Pay' proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement’s Executive Compensation section. Management is pursuing shareholder approval to validate and reinforce its compensation philosophy, which emphasizes pay-for-performance through a mix of annual incentives and long-term equity awards (RSUs and PSUs) tied to ROIC, free cash flow conversion and relative TSR, along with strategic discretionary modifiers. The board highlights robust governance features—independent oversight by the Organization & Compensation Committee, the retention of an independent compensation consultant, clawback policies, stock ownership guidelines, caps on payouts, and an emphasis on performance metrics designed to align executives with shareholder interests. Shareholders will thus be asked to ratify the design and outcomes of the 2025 program, including materially successful payouts tied to Company performance (e.g., significant PSU payouts for the 2023–2025 cycle). The management recommendation to vote FOR is justified by management and the Board on the basis that compensation was aligned with strong 2025 financial results, long-term incentive payouts reflected sustained ROIC and free cash flow improvements, and shareholder engagement has shown strong prior support (97% say-on-pay in 2025). Critics might view advisory approval as a limited mechanism since it is non-binding and does not constrain future Board action, but a FOR vote signals continued shareholder support for the Company’s compensation framework and its link to long-term value creation. In evaluating risk, investors should weigh the governance safeguards (clawbacks, independent consultant, committee oversight) against the potential for high realized pay in years of outperformance and the use of payout modifiers tied to rTSR. Given Flowserve’s recent operational improvements, substantial PSU realizations, and the Board’s emphasis on alignment, the Board’s recommendation reflects a view that the compensation program effectively motivates management to pursue sustainable value creation while controlling for excessive risk.
Ratification of the Audit Committee’s selection of PwC as the Company’s independent registered public accounting firm for the 2026 fiscal year.
A shareholder-submitted proposal asking the Company to conduct an annual advisory shareholder vote on stock repurchases, to be presented on the same ballot as the say-on-pay vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.26% | 6,725,063 | $494M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.84% | 6,191,888 | $455M |
| 3 | D1 Capital Partners L.P. | 4.60% | 5,874,441 | $432M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.46% | 5,703,927 | $419M |
| 5 | UBS Group AG | 3.25% | 4,147,642 | $305M |
| 6 | STATE STREET CORP | 3.23% | 4,126,005 | $304M |
| 7 | BlackRock, Inc. | 3.00% | 3,830,948 | $282M |
| 8 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.53% | 3,237,561 | $238M |
| 9 | FMR LLC | 2.33% | 2,981,494 | $219M |
| 10 | EARNEST PARTNERS LLC | 2.13% | 2,727,471 | $200M |
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