TechnipFMC plc DEFA14A, filed Apr 12, 2024

TechnipFMC plc (FTI)

DEFA14A 2024-04-12

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

☒	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

	Name and Principal Position as of 12/31/2023							Year		Salary ($)¹		Stock Awards ($)^{2, 6}		Non-Equity Incentive Plan Compensation ($)³		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁴	All Other Compensation ($)⁵	Total ($)
	Douglas J. Pferdehirt Chair and CEO							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
								2021		1,236,000		17,629,477		2,694,789			373,416	21,933,682
	Alf Melin Chief Financial Officer							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
								2021		650,000		2,589,929		988,915		(8,626)	56,783	4,277,001
	Justin Rounce Executive Vice President and Chief Technology Officer							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
								2021		600,000		3,649,495		969,000			111,776	5,330,270
	Jonathan Landes President, Subsea							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
								2021		475,000		1,593,115		755,250			57,588	2,880,953
	Thierry Conti President, Surface Technologies							2023		450,000		670,674		531,564			333,387	1,985,625
								2022		—		—		—		—	—	—
								2021		—		—		—		—	—	—
	Victoria Lazar Former Executive Vice President Chief Legal Officer and Secretary							2023		367,231		1,240,030		346,192			507,556	2,461,009
								2022		500,000		1,153,677		555,000			25,775	2,234,452
								2021		—		—		—		—	—	—
(1)			Salary represents contractual annual base salary.
(2)			In accordance with SEC regulations for the Summary Compensation Table, the “Stock Awards” column includes:
			i.			For each year, the sum of the aggregate grant date fair value of time-based RSUs and PSUs subject to either market-based (TSR) or performance-based (ROIC) vesting conditions. Determination of fair value was made in accordance with FASB ASC Topic 718. With respect to PSUs subject to performance-based (ROIC) vesting conditions and time-based RSUs, the aggregate grant date fair value of such awards was based on the Company’s share price on the grant date of the awards. With respect to PSUs subject to TSR market-based vesting conditions, the grant date fair value of such award was determined utilizing a Monte Carlo simulation as disclosed in our Annual Report on Form 10-K.
			ii.		The maximum award value of PSUs granted in 2023 subject to performance-based (ROIC) conditions are shown in the table below. The methodology used in this table is the same as in the Summary Compensation Table for the PSUs.
							Pferdehirt		Melin		Rounce		Landes		Conti
						2023	7,301,199		1,469,999		1,322,992		962,487		393,737
			iii.		Mrs. Lazar’s grant was forfeited in its entirety at the time of her departure.
(3)		Represents short-term incentive remuneration earned in 2023 and paid in March 2024.
(4)		The amounts shown in the Change in Pension Value column reflect the actuarial increase in the present value of the NEO’s benefits at the first retirement date with unreduced benefits (age 62 for U.S. pension programs) under all of our pension plans. These amounts are determined using interest rates and mortality rate assumptions consistent with those disclosed in our Annual Report on Form 10-K.
(5)		The amounts reflected in the “All Other Compensation” column for the fiscal year ended December 31, 2023 represent:
				Mr. Pferdehirt – contributions to the U.S. Qualified Savings Plan and U.S. Non-Qualified Savings Plan of $271,773, financial planning and personal tax assistance of $15,000, personal use of Company automobile of $14,311, security services of $26,071, U.K. tax preparation of $4,437, Company-paid life insurance premium of $494, spousal travel of $9,841.
				Mr. Melin – contributions to the U.S. Qualified Savings Plan and U.S. Non-Qualified Savings Plan of $116,532, Company-paid life insurance premium of $260, and U.K. tax preparation of $2,226.
				Mr. Rounce – contributions to the U.S. Qualified Savings Plan and U.S. Non-Qualified Savings Plan of $88,649, security services of $1,346, and Company-paid life insurance premium of $234.
				Mr. Landes – contributions to the U.S. Qualified Savings Plan and U.S. Non-Qualified Savings Plan of $88,637, car allowance of $18,000, security services of $3,023, and Company-paid life insurance premium of $205.
				Mr. Conti – contributions to the U.S. Qualified Savings Plan and U.S. Non-Qualified Savings Plan of $45,399, car allowance of $31,932, Company-paid life insurance premium of $167, expatriate allowances and benefits of $254,421, and tax equalization of $1,468.
				Ms. Lazar – contributions to the U.S. Qualified Savings Plan and U.S. Non-Qualified Savings Plan of $87,396, Company-paid life insurance premium of $13, U.K. tax preparation of $2,226, paid holidays not taken of $65,310, severance payment during 2023 of $346,667, Company-paid COBRA installments of $4,695.80, and outplacement services of $1,250.

			Estimated Possible Payouts under Non-Equity Incentive Plan Awards					Estimated Possible Payouts under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock and Option Awards($)³
Name	Award Type¹	Grant Date	Threshold ($)	Target² ($)		Maximum ($)		Threshold⁴ (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards($)³
Douglas J. Pferdehirt	Annual Incentive	2022			1,668,600		3,337,200
	RSU	3/8/2022													369,289		2,909,997
	PSU - TSR	3/8/2022							107,710		430,838		861,675				4,885,697
	PSU - ROIC	3/8/2022							215,419		430,838		861,675				3,395,000
Alf Melin	Annual Incentive	2022			650,000		1,300,000
	RSU	3/8/2022													74,238		584,995
	PSU - TSR	3/8/2022							21,653		86,612		173,223				982,174
	PSU - ROIC	3/8/2022							43,306		86,612		173,223				682,499
Justin Rounce	Annual Incentive	2022			600,000		1,200,000
	RSU	3/8/2022													68,527		539,993
	PSU - TSR	3/8/2022							19,988		79,950		159,899				906,627
	PSU - ROIC	3/8/2022							39,975		79,950		159,899				630,002
Jonathan Landes	Annual Incentive	2022			525,000		1,050,000
	RSU	3/8/2022													49,968		393,748
	PSU - TSR	3/8/2022							14,574		58,296		116,592				661,077
	PSU - ROIC	3/8/2022							29,148		58,296		116,592				459,372
Victoria Lazar	Annual Incentive	2022			500,000		1,000,000
	RSU	3/8/2022													38,070		299,992
	PSU - TSR	3/8/2022							11,104		44,417		88,833				503,683
	PSU - ROIC	3/8/2022							22,209		44,417		88,833				350,002

			Estimated Possible Payouts under Non-Equity Incentive Plan Awards			Estimated Possible Payouts under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)³
Name	Award Type¹	Grant Date	Threshold ($)	Target ($)²	Maximum ($)	Threshold⁴ (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards ($)³
Douglas J. Pferdehirt	Annual Incentive	2023		1,793,745	3,587,490
	RSU	2/21/2023							223,346	3,129,077
	PSU - TSR	2/21/2023				130,286	260,571	521,142		5,656,997
	PSU - ROIC	2/21/2023				130,286	260,571	521,142		3,650,600
Alf Melin	Annual Incentive	2023		700,000	1,400,000
	RSU	2/21/2023							44,967	629,988
	PSU - TSR	2/21/2023				26,231	52,463	104,925		1,138,960
	PSU - ROIC	2/21/2023				26,231	52,463	104,925		735,000
Justin Rounce	Annual Incentive	2023		630,000	1,260,000
	RSU	2/21/2023							40,471	566,999
	PSU - TSR	2/21/2023				23,608	47,216	94,432		1,025,059
	PSU - ROIC	2/21/2023				23,608	47,216	94,432		661,496
Jonathan Landes	Annual Incentive	2023		550,000	1,100,000
	RSU	2/21/2023							29,443	412,496
	PSU - TSR	2/21/2023				17,175	34,350	68,700		745,738
	PSU - ROIC	2/21/2023				17,175	34,350	68,700		481,244
Thierry Conti	Annual Incentive	2023		337,500	675,000
	RSU	2/21/2023							12,044	168,736
	PSU - TSR	2/21/2023				7,026	14,052	28,104		305,069
	PSU - ROIC	2/21/2023				7,026	14,052	28,104		196,869

(1)	“RSU” awards are time-based restricted stock unit awards, “PSU-TSR and “PSU-ROIC” awards are market-based restricted stock unit awards based on the TSR and ROIC performance measure. The annual RSU awards vest one-third on February 21, 2024, February 21, 2025, and February 21, 2026. The “PSU-TSR and “PSU-ROIC” awards vest on February 21, 2026.
(2)	Each target award as a percentage of base salary: Mr. Pferdehirt – 135%; Mr. Melin - 100%; Mr. Rounce – 100%; Mr. Landes - 100%; and Mr. Conti – 75%.
(3)	Grant date fair values were determined in accordance with FASB ASC Topic 718. With respect to PSUs subject to market-based (TSR) vesting conditions, the grant date fair value of such award was determined utilizing a Monte Carlo simulation as disclosed in our Annual Report on Form 10-K.
(4)	Threshold for TSR is 50%, for ROIC is 50%.

Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($)¹	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)¹	Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($)¹			FTI Total Shareholder Return ($)	OSX Total Shareholder Return ($)²	Net Income ($)	Adjusted EBITDA Margin %³
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%

Year	PEO	Non-PEO NEOs
2023	Douglas P. Pferdehirt	Alf Melin, Justin Rounce, Jonathan Landes, Victoria Lazar, and Thierry Conti
2022	Douglas P. Pferdehirt	Alf Melin, Justin Rounce, Jonathan Landes, and Victoria Lazar
2021	Douglas P. Pferdehirt	Alf Melin, Justin Rounce, Jonathan Landes, Barry Glickman, and Maryann Mannen
2020	Douglas P. Pferdehirt	Maryann Mannen, Justin Rounce, Barry Glickman, Arnaud Pieton, Catherine MacGregor, and Nello Uccelletti

	Name		Shares	Percent of Class¹
	Claire S. Farley		159,604²	*
	Eleazar de Carvalho Filho		94,601²	*
	Thierry Conti		30,001³	*
	Robert G. Gwin		13,531²	*
	Jonathan Landes		41,040³	*
	Victoria Lazar		0³	*
	Alf Melin		22,611³	*
	John O’Leary		118,695²	*
	Margareth Øvrum		65,766²	*
	Douglas J. Pferdehirt		2,793,134³	*
	Kay G. Priestly		114,256²	*
	Justin Rounce		361,435³	*
	John Yearwood		98,638²	*
	Sophie Zurquiyah		56,628²	*
	All current directors, current executive officers, and NEOs as a group (18 persons)		4,052,694⁴	0.93%
*		Less than 1%
(1)		The calculation of percentage of ownership of each listed beneficial owner is based on 437,135,619 Ordinary Shares outstanding on March 4, 2024.
(2)		Includes Ordinary Shares owned by the non-employee director and vested. Ordinary Shares that are deferred shares under our incentive plan. As of March 4, 2024, the number of deferred Ordinary Shares credited to each non-employee director under our incentive plan was as follows: Mr. de Carvalho Filho (46,391), Mses. Farley and Priestly and Mr. O’Leary (105,905), Mr. Gwin (13,531), Ms. Ovrum (65,766), Mr. Yearwood (34,420) and Ms. Zurquiyah (56,628). The annual RSU grant vests after one year of service but is settled in Ordinary Shares on a date elected by the non-executive director that is either (a) after a period of one to ten years from the grant date or (b) upon their separation from Board service. RSUs granted prior to 2021 vested after one year of service and will be settled upon separation from Board service. Directors have no power to vote or dispose of shares underlying the RSUs until they are distributed. Until such distribution, these directors have an unsecured claim against us for such units.
(3)		Includes: (i) Ordinary Shares owned by the individual; and (ii) Ordinary Shares subject to stock options that are exercisable within 60 days of March 4, 2024. Mr. Pferdehirt’s ownership includes 80,304 Ordinary Shares held by a family trust for the benefit of his children, and his spouse is trustee of the family trust. The Ordinary Shares included in item (ii), in the aggregate, amount to 970,547 Ordinary Shares for Mr. Pferdehirt, 13,760 Ordinary Shares for Mr. Melin, 81,286 Ordinary Shares for Mr. Rounce, 18,190 Ordinary Shares for Mr. Landes, 0 for Mr. Conti, and 0 Ordinary Shares for Ms. Lazar.
(4)		Includes, in the aggregate, stock options to purchase 1,083,783 Ordinary Shares that are currently exercisable by our NEOs and other executive officers.

	2020		2021		2022		2023
Adjustments	PEO	Average non- PEO NEOs	PEO	Average non- PEO NEOs	PEO	Average non- PEO NEOs	PEO	Average non- PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable FY	(9,966,772)	(1,609,745)	(17,629,477)	(1,962,340)	(11,190,694)	(1,748,543)	(12,436,674)	(1,413,531)
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	7,435,271	1,145,923	10,615,778	1,206,646	19,141,491	2,990,851	20,095,969	2,284,074
Increase/deduction 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	(9,876,567)	(1,258,436)	335,348	25,645	26,110,894	3,032,829	34,462,881	3,592,217
Increase/deduction 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	1,855,743	116,084	2,495,429	97,134	3,924,491	337,375	3,273,382	167,468
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End	—	—	—	(827,001)	—	—	—	(868,951)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date	—	—	—	—	—	—	172,984	8,850
Increase/Decrease based on Incremental Fair Value of Options/SARs Modified during Applicable FY	—	—	(2,495,633)	(178,640)	—	—	—	—
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT for Applicable FY	—	148,758	—	(1,725)	—	(62,462)	—	(18,941)
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans	—	—	—	—	—	—	—	—
TOTAL ADJUSTMENTS	(10,552,325)	(1,457,416)	(6,678,556)	(1,640,281)	37,986,182	4,550,050	45,568,542	3,751,185