Flowserve Corp PRE 14A, filed Mar 27, 2020

Dear Fellow Shareholder:

I am pleased to invite you to join me, our Board of Directors, executive officers, associates and other shareholders at Flowserve’s 2020 Annual Meeting of Shareholders. The attached Notice of 2020 Annual Meeting of Shareholders and Proxy Statement, which we are providing to shareholders beginning on or about April , 2020, contain details of the business to be conducted at the meeting.

Our Performance in 2019

2019 was a year of significant progress for Flowserve in advancing the overall health of our
organization and driving significant performance improvement with our Flowserve 2.0 Transformation
program. Our markets remained robust throughout the year, and we improved our ability to bring the
power of the pure-play to our customers. Our people are guided by our purpose, values and
behaviors and we remain focused on our customers and process improvements, which have driven
our financial results. With the capability of our people, proven legacy of our product brands, and clear
strategy in place for our organization, we continue to be optimistic about Flowserve’s future.

2019 highlights include:

Our Business Strategy

We have additional opportunities in 2020 to further refine our operational processes like quality and
lean manufacturing and to improve our overall customer experience. While the COVID-19 pandemic
has created global uncertainty and commodity price deterioration, Flowserve is well positioned to
respond to the needs of our customers and continue to drive operational improvements in 2020.

Shareholder Feedback

Flowserve’s Board and senior leadership continue to be encouraged by the positive feedback we
have received about the clarity of information we provide through our proxy statement. We have
further enhanced the information in this proxy and will continue to do so based on your feedback.
Your vote is very important to us and to our business. Prior to the meeting, I encourage you to sign
and return your proxy card, or use telephone or Internet voting, so that your shares will be
represented and voted at the meeting. You can find instructions on how to vote beginning on
page 73.

Thank you in advance for voting and for your continued support of Flowserve.

R. Scott Rowe, President and CEO

Flowserve Corp (FLS)

PRE 14A 2020-03-27 For: 2020-05-21

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☒		Preliminary Proxy Statement

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☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material 240.14a-12



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We are pleased to invite you to join our Board of Directors and senior leadership at Flowserve’s 2020 Annual Meeting of Shareholders. Directions to the Annual Meeting and a map of the area are included in the proxy materials on the inside back cover and are also available online at www.proxyvote.com. We will also broadcast the Annual Meeting as a live audio webcast at www.flowserve.com, under the “Investors—Events & Presentations” section.
2020 Proposals		Board Vote Recommendation	Page Reference (for more detail)
Proposal 1	Elect the 9 directors named in the proxy statement	For ü	Page 13
Proposal 2	Approve, on an advisory basis, the Company’s executive compensation	For ü	Page 57
Proposal 3	Ratify the appointment of PricewaterhouseCoopers as our independent auditor for 2020	For ü	Page 64
Proposal 4	Approve an amendment to Certificate of Incorporation to allow shareholder action by less than unanimous written consent	For ü	Page 67
Proposal 5	Shareholder proposal on advisory vote for amendments to organizational documents	Against ×	Page 70
Shareholders will also transact any other business that properly comes at the Annual Meeting. The enclosed proxy statement contains other important information that you should read and consider before you vote. Record Date: Shareholders of record of the Company’s common stock, par value $1.25 per share, at the close of business on March 27, 2020 are entitled to notice of and to vote at the Annual Meeting. Voting Information: We are furnishing proxy materials to our shareholders primarily on the Internet, rather than by mail. We believe this e-proxy process expedites our shareholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of our Annual Meeting. The proxy statement and annual report to shareholders and any other proxy materials are available at www.proxyvote.com. For additional related information, please refer to the section entitled “Important Notice of Electronic Availability of Materials for the Shareholder Meeting to be held on May 21, 2020” in the enclosed proxy statement. Your vote is very important. Whether or not you plan to attend the Annual Meeting, please complete and return your proxy card or vote by telephone or via the Internet by following the instructions included in the Notice of Internet Availability of Proxy Materials. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote in person. By order of the Board of Directors, Lanesha T. Minnix Senior Vice President, Chief Legal Officer and Corporate Secretary


			DIRECTOR HIGHLIGHTS

ROGER L. FIX Independent Chairman Age: 66 Director since 2006 Committees: _* Other Public Company Boards: 2	R. SCOTT ROWE President & CEO, Flowserve Age: 49 Director since 2017 Committees: None Other Public Company Boards: None	SUJEET CHAND Independent Age: 62 Director since 2019 Committees: 🌑 🌑 Other Public Company Boards: 1	9 NOMINEES
RUBY R. CHANDY Independent Age: 58 Director since 2017 Committees: « 🌑 Other Public Company Boards: 2	GAYLA J. DELLY Independent Age: 60 Director since 2008 Committees: 🌑 🌑 Other Public Company Boards: 2	JOHN R. FRIEDERY Independent Age: 63 Director since 2007 Committees: « 🌑 Other Public Company Boards: None
JOHN L. GARRISON Independent Age: 59 Director since 2018 Committees: 🌑 🌑 Other Public Company Boards: 1	MICHAEL C. MCMURRAY Independent Age: 55 Director since 2018 Committees: « 🌑 Other Public Company Boards: None	DAVID E. ROBERTS Independent Age: 59 Director since 2011 Committees: « 🌑 Other Public Company Boards: None
« Chair 🌑 Audit Committee 🌑 Corporate Governance and Nominating Committee 🌑 Finance and Risk Committee 🌑 Organization and Compensation Committee _* As Chairman of the Board, Mr. Fix rotates between committee meetings and serves as an alternate committee member for all committees, as needed.


Name and Position	Age	Since	Previous Position

R. Scott Rowe President, CEO and Director	49	April 2017	President — Cameron Group, Schlumberger Ltd.

Elizabeth L. Burger Senior VP and Chief Human Resources Officer	49	April 2018	SVP and Chief Human Resources Officer, Hanesbrands, Inc.

Sanjay K. Chowbey President, Aftermarket Services & Solutions	52	July 2019	President, Subcom Business Unit TE Connectivity

Keith E. Gillespie Senior VP and Chief Sales Officer	54	May 2015	Managing Director, AlixPartners LLC

Lanesha T. Minnix Senior VP, Chief Legal Officer and Corporate Secretary	45	June 2018	SVP and General Counsel, BMC Stock Holdings, Inc.

Amy B. Schwetz Senior VP and Chief Financial Officer	45	February 2020	EVP and Chief Financial Officer, Peabody

Kirk R. Wilson President, President, Flow Control Division	53	July 2019	Flowserve President, Aftermarket Services & Solutions

David J. Wilson President, Flowserve Pumps Division	51	September 2017	President, Industrial, SPX Flow, Inc.



		ATTRACT & RETAIN		Attract and retain high-quality and high-performance leaders with a passion for our purpose, values, behaviors and achieving extraordinary business outcomes

		REINFORCE OUR STRATEGY		Align our incentive programs with our vision and key business strategies with a healthy balance between short and long-term rewards

		COMPETITIVE AND MARKET-BASED		Maintain a market-based strategy that provides a competitive total target compensation opportunity approximating the market median

		ALIGN PAY AND PERFORMANCE		Provide incentive programs that reward short-term and long-term performance leading to shareholder value growth and appropriate risk taking

		ALIGN WITH SHAREHOLDERS		Ensure that a majority of total compensation is ‘at risk’ and aligned with shareholder interests






		We made significant progress toward our ambitious goals as well as improved year over year performance, but fell short of rigorous targets


2017-2019 PERFORMANCE SHARE PAYOUTS

PERFORMANCE SHARE PAYOUTS



		PSUs paid out below target, reflecting Company performance and market conditions over this period



* Payout opportunity calculates realized equity value as a percentage of the target grant value.



2	INVITATION TO ANNUAL MEETING

3	NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

4	PROXY SUMMARY

9	FLOWSERVE 2.0 THE TRANSFORMATION

	9	Our Purpose, Values & Behaviors

	10	Our Focus

	11	Our Corporate & Social Responsibility

	12	Engagement with Shareholders

13	PROPOSAL ONE: ELECTION OF DIRECTORS

	13	Required Vote and Recommendation

	14	Board of Directors — Biographical Information

	19	Role of the Board; Corporate Governance Matters

	21	Board Committees

	23	Director Compensation

	25	Compensation Committee Interlocks and Insider Participation

26	EXECUTIVE OFFICERS

28	EXECUTIVE COMPENSATION

	28	Compensation Discussion and Analysis

	47	Annual Executive Compensation Program Review and Compensation Risk

	48	Organization and Compensation Committee Report

	49	Summary Compensation Table

	51	2019 Grants of Plan-Based Awards

	52	Outstanding Equity Awards at Year-End 2019

	53	2019 Option Exercises and Stock Vested

	54	2019 Pension Benefits

	55	Qualification of Potential Payments

56	CEO PAY RATIO FOR FISCAL YEAR 2019

57	PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

	57	Required Vote and Recommendation

58	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

59	SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS



61	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

62	EQUITY COMPENSATION PLAN INFORMATION

63	DELINQUENT SECTION 16 REPORTS

64	PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS OUR INDEPENDENT AUDITOR FOR 2020

	64	Required Vote and Recommendation

65	OTHER AUDIT INFORMATION

	65	Relationship with Independent Registered Public Accounting Firm

	65	Audit and Non-Audit Fees and Services

	65	Audit Committee Approval Policy

66	REPORT OF THE AUDIT COMMITTEE

67	PROPOSAL FOUR: AMENDMENTS TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW SHAREHOLDER ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT

	69	Required Vote and Recommendation

70	PROPOSAL FIVE: SHAREHOLDER PROPOSAL ON ADVISORY VOTE FOR AMENDMENTS TO ORGANIZATIONAL DOCUMENTS

	71	Required Vote and Recommendation

72	OTHER MATTERS

73	GENERAL VOTING AND MEETING INFORMATION

	73	Proxy Materials

	74	Voting

	76	Shareholder Proposals and Nominations

A-1	RESTATED CERTIFICATE OF INCORPORATION OF FLOWSERVE CORPORATION


R. Scott Rowe

Director since: Apr. 2017 Age: 49 Board Committees: • N/A Current Public Company Directorships: • None Past Directorships: • None				Employment History • Flowserve Corporation \| President, Chief Executive Officer (2017 — Present) • Cameron Group of Schlumberger Ltd., an oil and gas company \| President (2016 — 2017) • Cameron International Corporation, an oil and gas company \| President, Chief Executive Officer (2015 — 2016) • Cameron International Corporation \| President, Chief Operating Officer (2014 — 2015) • OneSubsea, a joint venture established by Cameron and Schlumberger \| Chief Executive Officer (2014) • Subsea Systems, a division of Cameron \| President (2012 — 2014) • Cameron International Corporation \| President of the Engineered and Process Valves division (2010 — 2012)
				Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Rowe is well qualified to serve as a director due to his position as the Company’s President and Chief Executive Officer, which enables him to provide the Board with intimate knowledge of the Company’s day to day operations.


Sujeet Chand

Director since: Dec. 2019 Age: 62 Board Committees: • Audit • Finance & Risk Current Public Company Directorships: • Proto Labs, Inc. PastDirectorships: • None				Employment History • Rockwell Automation, Inc., industrial automation manufacturer \| Senior Vice President and Chief Technology Officer (2005 — Present) • Rockwell Automation, Inc. \| Other senior leadership roles (2001 — 2005) • XAP Corporation, an education technology company \| Chief Operating Officer (2000 — 2001) • Rockwell Scientific Company, a subsidiary of Rockwell International \| Head of research and development (1988 — 2000)
				Other Public Company Directorships • Proto Labs, Inc., global digital manufacturer \| Director (2019 — Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Chand is well qualified to serve as a director due to his technology and innovation experience as well as his electrical engineering background. Additionally, Mr. Chand has valuable multinational executive leadership and manufacturing experience from Rockwell Automation and XAP Corporation.


Ruby R. Chandy

Director since: May 2017 Age: 58 Board Committees: • Finance & Risk — Chair • Organization & Compensation Current Public Company Directorships: • DuPont de Nemours, Inc. • AMETEK, Inc. PastDirectorships: • IDEX Corporation				Employment History • Pall Corporation, a leading supplier of filtration, separation, and purification technologies \| President of the Industrial Division (2012 — retirement in 2015) • The Dow Chemical Company, a multinational chemical corporation \| Managing Director, Vice President of Dow Plastics Additives unit (2011 — 2012)
				Other Public Company Directorships • DuPont de Nemours, Inc., a multinational chemical corporation \| Director (2019 — Present) • AMETEK, Inc., a manufacturer of electronic instruments and electromechanical devices \| Director (2013 — Present) • IDEX Corporation, a designer and manufacturer of fluidics systems and specialty engineered products \| Director (2006 — 2013) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Ms. Chandy is well qualified to serve as a director due to her executive management experience, marketing and strategy skills, relevant experience in industrial companies, extensive engineering and management education, broad international business and financial experience and enterprise risk oversight experience.


Gayla J. Delly

Director since: Jan. 2008 Age: 60 Board Committees: • Organization & Compensation • Corporate Governance & Nominating Current Public Company Directorships: • National Instruments, Inc. • Broadcom Ltd. Past Directorships: • Power One, Inc.				Employment History • Benchmark Electronics Inc., a contract provider of manufacturing, design, engineering, test and distribution to computer, medical device, telecommunications equipment and industrial control manufacturers \| President and Chief Executive Officer (2012 — retirement in 2016) • Benchmark Electronics Inc. \| President (2006 — 2011) • Benchmark Electronics Inc. \| Vice President and Chief Financial Officer (2001 — 2006) • Benchmark Electronics Inc. \| Corporate Controller and Treasurer (1995 — 2001) • Ms. Delly is a certified public accountant.
				Other Public Company Directorships • National Instruments, Inc., a leader in software-defined automated test and automated measurement systems \| Director (2020 – Present) • Broadcom Ltd., a designer, developer and global supplier of semiconductor devices \| Director (2017 — Present) • Power One, Inc., a designer and manufacturer of power conversion products \| Director (2005 —2008) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Ms. Delly is well qualified to serve as a director due to her international manufacturing experience, with a specific focus on engineering and technology in emerging markets, including Asia and Latin America, which provides valuable insight into the Company’s operations and assists in identifying product portfolio opportunities. In addition to her board experience, Ms. Delly has valuable executive leadership experience and financial expertise gained from her time with Benchmark Electronics Inc.


John R. Friedery

Director since: Aug. 2007 Age: 63 Board Committees: • Corporate Governance & Nominating — Chair • Audit Current Public Company Directorships: • None Past Directorships: • None				Employment History • Ball Corporation, a provider of metal and plastic packaging for beverages, foods and household products, and of aerospace and other technologies services \| Senior Vice President; President, Metal Beverage Packaging, Americas and Asia (2008 — 2010) • Ball Corporation \| Chief Operating Officer, Packaging Products Americas (2004 — 2007) • Ball Corporation \| President, Metal Beverage Container operations (2000 — 2004) • Ball Corporation \| Other senior leadership roles (1988 — 2000) • Dresser/Atlas Well Services \| Field operations (prior to 1988) • Nondorf Oil and Gas \| In operations, exploration and production (prior to 1988) • Since 2010, Mr. Friedery has provided strategic and management consulting services to the packaging and other manufacturing industries
				Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Friedery is well qualified to serve as a director due to his extensive operational experience with an international industrial manufacturing focus, which provides a global business perspective and a deep understanding of the Company’s industry, end-markets and strategic focus. Mr. Friedery also has experience with renewables and sustainability expertise gained from his service with Ball Corporation.


John L. Garrison

Director since: Nov. 2018 Age: 59 Flowserve’s Board Committees: • Organization & Compensation • Corporate Governance & Nominating Current Public Company Directorships: • Terex Corporation Past Directorships: • None				Employment History • Terex Corporation, a worldwide manufacturer of lifting and material handling solutions \| President and Chief Executive Officer (2015 — Present) • Bell Helicopter, a segment of Textron, Inc., and an aerospace manufacturer \| President and Chief Executive Officer (2009 – 2015)
				Other Public Company Directorships • Terex Corporation \| Chairman of the Board (2018 — Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Garrison is well qualified to serve as a director due to his strong manufacturing, international operations and leadership experience gained through his various executive and board leadership roles. In addition, Mr. Garrison is currently leading an operational transformation at Terex Corporation that began in 2016 and has similar elements to the Company’s Flowserve 2.0 Transformation program. This experience provides Mr. Garrison with unique insights into the current climate the Company faces and the significant focus required by the Company to implement the Flowserve 2.0 Transformation.


Michael C. McMurray

Director since: Oct. 2018 Age: 55 Board Committees: • Audit—Chair • Finance & Risk Current Public Company Directorships: • None PastDirectorships: • None				Employment History • LyondellBasell, a global plastics, chemicals and refining company \| Executive Vice President and Chief Financial Officer (2019 — Present) • Owens Corning, a global manufacturer of insulation, roofing and fiberglass composites \| Senior Vice President and Chief Financial Officer (2012 — 2019) • Owens Corning \| Vice President and Finance Leader of Owens Corning’s Building Materials Group (2011 — 2012) • Owens Corning \| Vice President, Investor Relations and Treasurer (2008 — 2011) • Royal Dutch Shell \| various leadership roles (1987 — 2008)
				Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. McMurray is well qualified to serve as a director due to his extensive knowledge of global industrial manufacturing, the Company’s end markets and the financial markets, which provides valuable insight into the strategic decisions to capitalize on the Company’s growth opportunities. Additionally, Mr. McMurray has valuable multinational executive leadership and financial expertise at LyondellBasell, Owens Corning, and Royal Dutch Shell.



Audit Committee		Primary Oversight Responsibilities
Committee Chair: Michael C. McMurray⁽¹⁾ Members: Sujeet Chand⁽²⁾ John R. Friedery⁽³⁾ Joe E. Harlan Rick J. Mills 8 Meetings in 2019		• Oversee financial reporting process, including the integrity of Company financial statements and compliance with legal and regulatory requirements • Oversee financial performance and reporting, the Company’s independent auditor and internal audit function, and regulatory activities • Oversee the Company’s integrity and compliance program • Review and discuss the process of Board and Board committees oversight of senior management’s risk management responsibilities • Appoint independent auditor • Prepares Audit Committee report for this proxy statement



Finance & Risk Committee		Primary Oversight Responsibilities
Committee Chair: Ruby R. Chandy⁽¹⁾ Members: Sujeet Chand⁽²⁾ Michael C. McMurray Rick J. Mills David E. Roberts 4 Meetings in 2019		• Oversee corporate capital structure and budgets and recommend approval of major capital projects, corporate development, and large sales orders • Review effectiveness of the Company’s IT infrastructure and cybersecurity programs and its practices for identifying and mitigating technology risks • Review the Company’s enterprise risk management, including emerging risks • Review financial plans, liquidity, credit, key financial risks, treasury risk, and related matters



Corporate Governance & Nominating Committee		Primary Oversight Responsibilities
Committee Chair: John R. Friedery Members: Gayla J. Delly John L. Garrison Joe E. Harlan 4 Meetings in 2019		• Recommend to the Board nominees for Chairman of the Board, President and Chief Executive Officer • Determine Board organization • Set director compensation • Review and recommend director nominees • Manage risks associated with Board independence and potential conflicts of interest • Establish corporate governance principles and procedures, including overseeing the Company’s Code of Conduct • Prepare effective CEO and Board succession planning • Evaluate CEO performance • Oversee Board and committee self-evaluation process



Organization & Compensation Committee		Primary Oversight Responsibilities
Committee Chair: David E. Roberts Members⁽¹⁾: Ruby R. Chandy Gayla J. Delly⁽²⁾ John L. Garrison 4 Meetings in 2019		• Set compensation philosophy • Oversee risk management related to executive compensation plans and arrangements • Prepare the Compensation Committee Report included in this proxy statement • Approve executive officer compensation including incentives and other benefits • Retain and evaluate the advice of the independent compensation consultant, F.W. Cook, in adherence to the philosophies and principles stated under “Executive Compensation—Compensation Discussion and Analysis”


Component	Annual Amounts ($)	Form of Payment

Retainer	$ 85,000	Cash

Non-Executive chairman retainer	$125,000	Cash

Committee service fee (per committee)	$ 7,500	Cash

Committee chairman fee

Audit Committee	$ 20,000	Cash

O&C Committee	$ 15,000	Cash

F&R Committee	$ 10,000	Cash

CG&N Committee	$ 10,000	Cash

Equity grant target value	$125,000	Shares


Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽¹⁾⁽²⁾		Total ($)

Sujeet Chand⁽³⁾		5,435	⁽³⁾		—		5,435

Ruby R. Chandy		105,000			125,036		230,036

Leif E. Darner⁽⁴⁾		42,706	⁽⁴⁾		—		42,706

Gayla J. Delly		110,000			125,036		235,036

Roger L. Fix		225,000	⁽⁵⁾		125,036		350,036

John R. Friedery		110,000			125,036		235,036

John L. Garrison		115,000	⁽⁶⁾		125,036		240,036

Joe E. Harlan		115,000	⁽⁶⁾		125,036		240,036

Michael C. McMurray		110,000			125,036		235,036

Rick J. Mills		100,000			125,036		225,036

David E. Roberts		115,000			125,036		240,036


R. Scott Rowe

President, CEO and Director since: April 2017 Age: 49				• Flowserve Corporation \| President, Chief Executive Officer, Director (2017 – Present) • Cameron Group of Schlumberger Ltd, an oil and gas company \| President (2016 – 2017) • Cameron International Corporation, an oil and gas company \| President, Chief Executive Officer (2015 – 2016) • Cameron International Corporation \| President, Chief Operating Officer (2014 – 2015) • OneSubsea, a joint venture established by Cameron and Schlumberger \| Chief Executive Officer (2014 – 2014) • Subsea Systems, a division of Cameron \| President (2012 – 2014) • Cameron International Corporation \| President of the Engineered and Process Valves division (2010 – 2012)


Elizabeth L. Burger

SVP, CHRO since: April 2018 Age: 49				• Flowserve Corporation \| Senior Vice President and Chief Human Resources Officer (2018 – Present) • HanesBrands, Inc., a global manufacturer and marketer of everyday basic apparel \| Chief Human Resources Officer (2013—2017) • Monsanto Company, a global provider of technology solutions and agricultural products \| Senior Vice President, Global Business Operations (2007 – 2013) • Monsanto Company \| Vice President, Corporate HR (2006 – 2007) • Monsanto Company \| Vice President, Compensation (2005 – 2006) • Monsanto Company \| Various leadership roles (1995 – 2005)


Sanjay K. Chowbey

President, AMSS since: July 2019 Age: 52				• Flowserve Corporation \| President, Aftermarket Services & Solutions (2019 – Present) • Lean Focus, LLC, a business transformation organization \| General Manager (2018 – 2019) • TE Connectivity, Ltd. a global technology connectivity and sensor provider \| President, SubCom business unit (2017 – 2018) • Danaher Corporation, a global science and technology innovation company \| President, Thomson Industries, an industrial technology subsidiary of Danaher (2014 – 2017) • Danaher Corporation \| President, Hennessy Industries (2012 – 2013) • Gilbarco Veeder-Root, Inc., a fueling and environmental solutions company \| Vice President and General Manager, Commercial & Industrial Business Unit (2010 – 2012) • Gilbarco Veeder-Root, Inc. \| Vice President and General Manager, Services (2006 – 2010)


Keith E. Gillespie

SVP, CSO since: October 2016 Age: 54				• Flowserve Corporation \| Senior Vice President and Chief Sales Officer (2016 – Present) • Flowserve Corporation \| Chief Strategy Officer (2015 – 2016) • AlixPartners, LLP, a consulting company focused on operational turnarounds \| Managing Director (2002 – 2015) • i2 Technologies, a high-tech consulting practice \| Vice President (1999 – 2001) • Ten Fold Corporation, a software and services company \| Senior Vice President (1999 – 2001) • McKinsey & Company, a global consulting company focused on change management \| Senior Engagement Manager (1992 – 1997)


Lanesha T. Minnix

SVP, CLO since: June 2018 Age: 45				• Flowserve Corporation \| Senior Vice President and Chief Legal Officer (2018 – Present) • BMC Stock Holdings, Inc., a leading provider of diversified building products and services \| Senior Vice President and General Counsel (2017 – 2018) • ABM Industries Incorporated, a Fortune 500 facility solutions company \| Vice President, Deputy General Counsel and Chief Compliance Officer (2012 – 2017) • Shell Oil Company, a multinational oil & gas company \| Senior Legal Counsel (2007 – 2012) • Sprint Nextel, a global telecommunications company \| Corporate Counsel (2004 – 2007) • K&L Gates LLP, a global law firm \| Corporate Associate (2000 – 2004)


Amy Schwetz

SVP, CFO since: February 2020 Age: 45				• Flowserve Corporation \| Senior Vice President and Chief Financial Officer (2020 – Present) • Peabody Energy, a global pure-play coal company serving power and steel customers \| Executive Vice President and Chief Financial Officer (2015 – 2020) • Peabody Energy, Inc. \| Senior Vice President, Finance & Administration – Australia (2013 – 2015) • Peabody Energy, Inc. \| Senior Vice President, Finance & Administration – Americas (2012 – 2013) • Peabody Energy, Inc. \| Vice President, Investor Relations (2011 – 2012) • Peabody Energy, Inc. \| Vice President, Capital and Financial Planning (2009 – 2011) • Peabody Energy, Inc. \| Various senior leadership roles (2005 – 2009) • Ernst & Young LLP \| Audit Manager (1997 – 2005)


Kirk Wilson

President, FCD since: July 2019 Age: 53				• Flowserve Corporation \| President, Flow Control Division (2019 – Present) • Flowserve Corporation \| President, Aftermarket Services & Solutions (2015 – 2019) • Flowserve Corporation \| President, Services & Solutions Operations (2012 – 2015) • Flowserve Corporation \| Vice President and General Manager, Integrated Solutions Group (2008 – 2011) • Flowserve Corporation \| Vice President, Marketing for Pump Division (2004 – 2008)


David Wilson

President, FPD since: October 2017 Age: 51				• Flowserve Corporation \| President, Flowserve Pumps Division (2018 – Present) • Flowserve Corporation \| President, Industrial Products Division (2017 – 2018) • SPX Flow, Inc., a global supplier of engineered flow solutions \| President, Industrial (2015 – 2017) • SPX Corporation, a global provider of engineered HVAC solutions \| President, Flow Industrial (2013 – 2015) • SPX Corporation \| President, Global Food & Beverage Systems (2013) • SPX Corporation \| President, Asia Pacific, SPX Flow Technology (2009 – 2013) • SPX Corporation \| President, Asia Pacific, SPX Service Solutions (2007 – 2009) • SPX Corporation \| various leadership roles (1998 – 2013)


Company Overview, Strategy and Performance					Page 28

Compensation Program Philosophy and Principles					Page 31

Elements of the Executive Compensation Program					Page 34

Compensation Governance Policies					Page 46

Summary Compensation Table					Page 49