Sector: Industrials
FLOWSERVE CORP · Meeting: May 14, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Garrison has served since October 2018 (over 7 years), holds 1 outside public board seat (well under the 4-seat limit), attended at least 82% of meetings, and Flowserve's 3-year price return of 140.5% outperforms the XLI benchmark by +71.5pp — which exceeds the 65pp threshold for strong-positive TSR companies, meaning the TSR trigger does not fire.
Rowe is the sitting CEO and holds 1 outside public board seat (Quanta Services), which is within the 2-seat limit for sitting CEOs; Flowserve's 3-year outperformance of +71.5pp versus XLI does not meet the 65pp trigger threshold (trigger does not fire at exactly 71.5pp when threshold is 65pp — trigger fires only if the gap exceeds the threshold, so 71.5pp > 65pp means the trigger does NOT fire for strong-positive TSR), and no other disqualifying factors are present.
Chand has served since December 2019, holds 2 outside public board seats (well under the 4-seat limit), attended at least 82% of meetings, and the TSR trigger does not apply given Flowserve's strong outperformance of XLI.
Chandy has served since May 2017, holds 2 outside public board seats (under the 4-seat limit), attended at least 82% of meetings, and the TSR trigger does not apply given Flowserve's strong stock performance relative to XLI.
Johnson has served since October 2023 (approximately 2.5 years), holds no other public board seats, attended at least 82% of meetings, and the TSR trigger does not apply given Flowserve's strong outperformance of XLI.
McMurray has served since October 2018, holds 1 outside public board seat (Archer-Daniels-Midland), attended at least 82% of meetings, and the TSR trigger does not apply given Flowserve's strong stock performance relative to XLI.
Okray has served since October 2023, holds 1 outside public board seat (Monro, Inc.), attended at least 82% of meetings, and the TSR trigger does not apply given Flowserve's strong outperformance of XLI.
Savoy joined the board in March 2026 — well within the 24-month new-director exemption window — and is therefore automatically exempt from the TSR trigger; he holds no other public board seats and brings strong CFO and energy-sector expertise relevant to Flowserve.
Shuster joined the board in May 2025 (less than 24 months ago) and is therefore within the new-director exemption window for the TSR trigger; he holds no other public board seats and brings direct industrial manufacturing and global operations experience.
All 9 director nominees pass policy screens: no overboarding, no attendance failures, no independence concerns, no familial relationships to management, and Flowserve's 3-year price return of 140.5% outperforms the XLI sector ETF benchmark by +71.5pp, which meets but does not exceed the 65pp trigger threshold applicable to companies with strong positive absolute returns — meaning the TSR trigger does not fire for any director. Brian Savoy and Ross Shuster are additionally protected by the 24-month new-director exemption. Vote FOR all 9 nominees.
CEO
R. Scott Rowe
Total Comp
$10,914,232
Prior Support
97%%
CEO total compensation of approximately $10.9 million is reasonable for a $9.6 billion industrial manufacturer and is described by the company as positioned near the median of its compensation peer group, with the increase from prior year reflecting strong individual and company performance. Pay mix is heavily variable and performance-linked: the CEO's compensation is roughly 87% at-risk (annual cash incentive plus long-term equity awards), well above the 50-60% minimum the policy requires for senior executives. Pay-for-performance alignment is strong: the 3-year performance stock awards paid out at 214.8% of target driven by ROIC improvement and free cash flow results that genuinely exceeded targets, and Flowserve's 3-year total shareholder return of 148% ranked at the 90th percentile of its performance peer group — directly justifying above-target variable compensation. The company received over 97% shareholder support on say-on-pay in 2025, maintains robust clawback policies covering both financial restatements and misconduct, and prohibits hedging, pledging, and excise tax gross-ups.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$9,708,000
Non-Audit Fees
$698,000
Non-audit fees (combining audit-related fees of $398,000, tax fees of $295,000, and other fees of $5,000 = $698,000) represent approximately 7.2% of core audit fees ($9,708,000), which is well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a $9.6 billion market-cap company. Auditor tenure is not explicitly disclosed in the filing so the tenure trigger cannot be applied, and no material financial restatements are disclosed.
1 proposal submitted by shareholders
Proposal 4
This proposal asks shareholders to vote annually on the company's stock repurchase program — an operational and capital allocation decision that is already subject to board oversight, disclosed in SEC filings, and indirectly addressed through the existing annual say-on-pay vote and director elections. An annual advisory vote specifically on buybacks is not a standard governance mechanism supported by mainstream institutional investors and would add process burden without meaningfully improving accountability. The company already returns capital to shareholders (returning $365 million in 2025 through dividends and buybacks) and discloses repurchase activity fully; absent evidence that the filer is a credible governance activist with a track record of successful proposals, and with no prior-year vote history to indicate significant shareholder support, the policy does not support this proposal.
Flowserve's 2026 annual meeting ballot presents four proposals: a clean director slate where all 9 nominees pass policy screens supported by exceptional 3-year stock performance (+140.5%, outperforming the XLI benchmark by +71.5pp), straightforward auditor ratification with PwC at a very low non-audit fee ratio of 7.2%, a say-on-pay vote supported by strong pay-for-performance alignment and 97% prior-year shareholder approval, and a stockholder proposal requesting annual advisory votes on stock repurchases that does not meet the threshold for support. The overall governance picture at Flowserve is strong, with majority voting, an independent board chair, robust clawback policies, and meaningful pay-for-performance linkage.
