DEF 14A: Flowserve Corporation Reveals Details for 2024 Annual Shareholder Meeting, Highlights Strong 2023 Performance

Sentiment:

Proxy Statement


Flowserve Corporation's proxy statement details the agenda for the 2024 annual shareholder meeting and reviews the company's financial performance and executive compensation.

Better than expectedThe company delivered strong year-over-year revenue and earnings growth that far exceeded original expectations.The company's annual incentive program paid out above target for 2023 compared to below target payouts in each of the two prior fiscal years.

Summary

  • Flowserve Corporation has released its proxy statement for the 2024 Annual Meeting of Shareholders, scheduled for May 16, 2024.
  • The document outlines proposals for shareholder voting, including the election of directors, executive compensation approval, auditor ratification, approval of an employee stock purchase plan, and a shareholder proposal on political spending.
  • The proxy statement highlights Flowserve's strong financial performance in 2023, with revenue up 20% and gross margins increasing by 210 bps.
  • The company secured new bookings under its Diversification, Decarbonization and Digitization (3D) Strategy, representing almost one-third of total bookings.
  • Flowserve exceeded $1 billion in bookings each quarter, marking the 8th consecutive quarter above this target.
  • The company raised financial guidance three times during 2023.
  • The proxy statement also details the compensation of the company's named executive officers (NEOs) and the alignment of executive pay with company performance.
  • The annual incentive program paid out above target for 2023, reflecting strong operating income and adjusted primary working capital performance.
  • The company's ESG programs and initiatives are highlighted, including a target to reduce Scope 1 and Scope 2 carbon intensity 40% by 2030, which was already achieved in 2023.
  • The document also discusses corporate governance matters, board operations, and the roles of the board committees.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and strategic initiatives. While acknowledging risks, the overall tone is optimistic and confident in the company's future performance.

Positives

  • Significant growth in revenue and gross margins.
  • Successful implementation of the 3D Strategy.
  • Consistent bookings exceeding $1 billion per quarter.
  • Proactive shareholder engagement and feedback incorporation.
  • Strong focus on ESG initiatives and achievement of carbon reduction goals.
  • ISO 27001 certification for cybersecurity program.

Negatives

  • The Velan transaction was terminated due to rejection by the French Ministry of Economy.
  • PSUs have paid out below target for the past three performance cycles.
  • 2021-2023 PSUs paid out significantly below target due to below-threshold free cash flow as a percentage of adjusted net income performance.

Risks

  • The document contains forward-looking statements that are subject to various risks and uncertainties.
  • The company's business results are subject to a variety of risks and uncertainties described in the 2023 Annual Report on Form 10-K.

Future Outlook

In 2024, Flowserve expects to deliver sustainable, year-over-year profitable growth, capitalizing on strong activity in end markets and the growing need for energy transition projects.

Management Comments

  • R. Scott Rowe, President and CEO: '2023 was a transformational year for Flowserve.'
  • R. Scott Rowe, President and CEO: 'We redesigned how we operate to move faster, work more effectively and strengthen the value we provide to our customers and shareholders.'
  • R. Scott Rowe, President and CEO: 'We were incredibly deliberate with how we deployed these changes across the business and our efforts successfully enabled us to deliver our best financial performance in several years.'
  • R. Scott Rowe, President and CEO: 'We also continue to be encouraged by the results were seeing from our Diversification, Decarbonization and Digitization Strategy (the 3D Strategy).'

Industry Context

Flowserve is positioning itself to capitalize on the growing need for energy transition projects and the increasing focus on decarbonization efforts by governments and corporations globally.

Comparison to Industry Standards

  • The document mentions several companies in its Compensation Peer Group (CPG), including Ametek, Inc., Crane Company, and Dover Corporation, suggesting that Flowserve benchmarks its executive compensation against these industry peers.
  • The document also mentions the S&P 500 Industrials Index as the peer group for relative TSR performance, indicating that Flowserve's stock performance is compared against this broader market index.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Committee Charter AmendmentThe charter of the CG&N Committee was amended to specifically provide for oversight over our ESG programs and initiatives.N/AEnhances board oversight of ESG matters.
Committee Name ChangeThe Finance & Risk Committee was renamed to the Technology, Risk & Finance Committee.February 8, 2024Reflects the committee's expanded responsibilities for innovation, technology, and intellectual property development.

Stakeholder Impact

  • Shareholders: The company aims to create long-term value for shareholders through its business strategy and executive compensation program.
  • Employees: The company invests in talent recruitment and engagement, workplace health and safety, and employee wellbeing.
  • Customers: The company strives to provide extraordinary flow control solutions to make the world better for everyone.
  • Communities: The company supports communities through monetary donations, in-kind contributions, and volunteer opportunities through the Flowserve Cares program.

Next Steps

  • Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
  • The company will hold its Annual Meeting of Shareholders on May 16, 2024.
  • The company will continue to execute its 3D Strategy and focus on operational excellence.
  • The company will continue to monitor and assess its human capital management.

Key Dates

DateDescription
2000PricewaterhouseCoopers LLP (PwC) has served as the Company’s independent registered public accounting firm since 2000.
2005We have separated the positions of Chairman of the Board and had an independent Board Chairman since 2005.
2008Gayla J. Delly Director since: Jan. 2008
2011David E. Roberts Independent Chair since: May 2021 Director since: Nov. 2011
2017R. Scott Rowe Director since: Apr. 2017
2018John L. Garrison Director since: Oct. 2018
2018Michael C. McMurray Director since: Oct. 2018
2019Sujeet Chand Director since: Dec. 2019
2019We also recently added responsibility for innovation, technology and intellectual property development to our Technology, Risk and Finance Committee which was formerly known as the Finance and Risk Committee.
2019In line with this philosophy, since 2019 we have added five new directors to our Board.
2019In 2019, we formally launched our global community impact program, Flowserve Cares, which empowers associates to request company support for community programs and needs.
2020Carlyn R. Taylor Director since: Aug. 2020
2021David E. Roberts Independent Chair since: May 2021
2021We launched Leadership in Motion in 2021 to provide critical leadership skills to Flowserve People Leaders.
2021Since the launch of RedRaven in 2021, we have been encouraged by the demonstrated capabilities of this offering and how it has helped us expand our services capabilities and form new relationships with our customers.
2022Kenneth I. Siegel Director since: Aug. 2022
2022In 2022, we launched a more holistic approach to ESG at Flowserve that honors this vision and more closely aligns with our 3D Growth Strategy.
2022During 2022, we launched our Human Rights Policy, and the protection of human rights remains a focus of our operations and those of our partners.
20232023 was a transformational year for Flowserve.
2023Cheryl H. Johnson Director since: Dec. 2023
2023Thomas B. Okray Director since: Apr. 2023
2023In 2023, we booked more than $200 million in energy transition projects to drive renewable energy and help our customers reduce operations emissions, minimize lifecycle equipment costs, reduce maintenance requirements, and simplify equipment operation.
2023In 2023, we are pleased to report that we accomplished 100% of this goal, through energy efficiency improvements, renewable energy project development and other measures to offset our greenhouse gas emissions.
2023In 2023, our TargetZero safety program continued to be an industry leader in total recordable incident rates.
2023In 2023, we started a new Leadership in Motion development series and engaged with more than 60% of our people leaders.
2023In 2023, 62% of IGNITE engineers represented diverse groups and a variety of engineering disciplines, with a 69% overall retention rate of the participants in the program.
2023In 2023, we trained over 95% of our employees on our Human Rights Policy and our commitment to ensuring Flowserve and its partners are staying vigilant in the protection of human rights.
2023In 2023, Flowserves cybersecurity program achieved ISO 270001 certification.
2023In 2023, Flowserve Cares approved over $700,000 in grants to drive positive change, ranging from environmental clean-up efforts, to serving our veterans, to feeding the underprivileged, to promoting financial literacy with children.
2024Invitation to 2024 Annual Meeting of Shareholders
May 16, 2024Flowserves Annual Meeting of Shareholders on May 16, 2024.
May 16, 2024When: Thursday, May 16, 2024 at 11:30 a.m. CDT
March 18, 2024Record Date: Shareholders of record of the Companys common stock, par value $1.25 per share, at the close of business on March 18, 2024 are entitled to notice of and to vote at the Annual Meeting.
April 2, 2024The proxy statement and form of proxy are being first made available to shareholders on or about April 2, 2024.
May 14, 2024If you are a participant in the Flowserve Corporation Retirement Savings Plan, your votes must be cast before May 14, 2024.
May 16, 2024INTERNET www.proxyvote.com before May 16, 2024*
May 16, 2024BY TELEPHONE (1-800-690-6903) before May 16, 2024*
May 16, 2024BYMAIL Complete, sign and return your proxy or voting instruction card before May 16, 2024*
February 8, 2024This committee was renamed from the Finance & Risk Committee to the Technology, Risk & Finance Committee effective February 8, 2024.
February 5, 2024Mr. Okray departed from his position as Executive Vice President and Chief Financial Officer of Eaton Corporation effective as of February 5, 2024.
January 1, 2024Mr. Garrison retired from his position as President, Chief Executive Officer and Chairman of Terex Corporation effective as of January 1, 2024.
January 1, 2024Frozen to new participants effective January 1, 2024 and contribution credits frozen as of January 1, 2025
January 1, 2024Frozen to new participants effective January 1, 2024 and frozen to future accruals as of January 1, 2025
January 1, 2024Frozen to new participants effective September 1, 2023
January 1, 2024Commencing in 2024 for new hires and 2025 for all participants, (i) the matching contribution is increasing to 100% of participant contributions up to 5% of covered compensation and (ii) the company will provide an employer contribution of 1.5% of eligible compensation for all participants.
January 1, 2024The SRSP was made available to new hires effective January 1, 2024 and will be available to all eligible executives effective January 1, 2025.
February 9, 2024The Board adopted the Flowserve Corporation 2024 Employee Stock Purchase Plan (the ESPP) on February 9, 2024, subject to approval by the Companys shareholders.
December, 2024Unless otherwise determined by the Committee, the initial purchase dates under the ESPP will be the first trading date of each calendar month starting with December, 2024.
December 3, 2024These shareholder proposals must comply with the requirements of Rule 14a-8, including a requirement that shareholder proposals be received no later than 6:00 p.m. CDT on December 3, 2024.
November 3, 2024In order for an eligible shareholder or group of shareholders to nominate a director nominee for election at our 2025 Annual Meeting of shareholders pursuant to the proxy access provision of our By-Laws, the shareholder must submit notice of such nomination and other required information in writing between November 3, 2024 and December 3, 2024.
January 16, 2025Alternatively, under the Companys By-Laws, if a shareholder does not want to submit a proposal for inclusion in our proxy statement but wants to introduce it at our 2025 Annual Meeting, or intends to nominate a person for election to the Board directly (rather than by inclusion in our proxy statement or by recommending such person as a candidate to our CG&N Committee) the shareholders notice must be delivered to the Corporate Secretary at the address below no earlier than January 16, 2025 and no later than February 15, 2025.
February 15, 2025Alternatively, under the Companys By-Laws, if a shareholder does not want to submit a proposal for inclusion in our proxy statement but wants to introduce it at our 2025 Annual Meeting, or intends to nominate a person for election to the Board directly (rather than by inclusion in our proxy statement or by recommending such person as a candidate to our CG&N Committee) the shareholders notice must be delivered to the Corporate Secretary at the address below no earlier than January 16, 2025 and no later than February 15, 2025.
March 17, 2025In addition, the deadline for providing notice to the Company under Rule 14a-19, the SECs universal proxy rule, of a shareholders intent to solicit proxies in support of nominees submitted under the Companys advance notice bylaws is March 17, 2025 (or, if the 2025 Annual Meeting is called for a date that is more than 30 days before or more than 30 days after such anniversary date, then notice must be provided not later than the close of business on the later of 60 calendar days prior to the 2025 Annual Meeting or the 10th calendar day following the day on which public announcement of the 2025 Annual Meeting is first made by the Company).

Keywords

Flowserve, Proxy Statement, Shareholders, Executive Compensation, Financial Performance, ESG, 3D Strategy, Board of Directors, Annual Meeting, Corporate Governance

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