FLOWSERVE CORP (FLS)
Sector: Industrials
2026 Annual Meeting Analysis
FLOWSERVE CORP · Meeting: May 14, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Garrison has served since 2018 with extensive industrial manufacturing leadership experience; FLS's 3-year total shareholder return of +137.4% outperforms the compensation peer group median by +90.9 percentage points, far exceeding the 65-point threshold that would be required to trigger an against vote, and no other policy flags apply.
Rowe serves as CEO and director since 2017; the TSR trigger does not apply given FLS's strong outperformance of the peer group median by +90.9 percentage points over three years, and his compensation is evaluated separately under the Say on Pay proposal.
Chand has served since 2019 with deep technology and innovation expertise; the TSR outperformance of the peer group by +90.9 percentage points is well below the 65-point trigger threshold (which would require underperformance, not outperformance), and no other policy flags apply.
Chandy has served since 2017 with relevant industrial and multinational operations experience; FLS's strong peer group outperformance means the TSR trigger does not apply, and no overboarding or other policy flags are present.
Johnson joined in October 2023 and brings strong human capital management expertise from Caterpillar and Textron; as she joined fewer than 36 months ago and her tenure overlaps less than half of any underperformance period, and FLS has in any event strongly outperformed its peers, no flags apply.
McMurray has served since 2018 with extensive CFO-level financial expertise in global industrials; FLS's peer group outperformance of +90.9 percentage points far exceeds the threshold required to trigger a vote against, and no other flags apply.
Okray joined in October 2023 and chairs the Audit Committee with strong financial expertise; FLS's stock performance is strongly positive relative to peers, and no policy flags are triggered.
Savoy joined the board in March 2026, well within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings deep energy-sector financial expertise from Duke Energy and no other flags are present.
Shuster was elected at the May 2025 annual meeting, placing him within the 24-month new-director exemption from the TSR trigger; he brings relevant CEO-level industrial manufacturing experience and no other policy flags apply.
All nine director nominees receive a FOR vote. Flowserve's 3-year total shareholder return of +137.4% outperforms the compensation peer group median by +90.9 percentage points, which is below the 65-point underperformance threshold (in this case, FLS is outperforming, not underperforming) required to trigger votes against any director. No directors are overboarded, attendance was at least 82% for all nominees, all committees are composed of independent directors, and two newer directors (Savoy and Shuster) fall within the 24-month new-director exemption in any case.
Say on Pay
✓ FORCEO
R. Scott Rowe
Total Comp
$10,914,232
Prior Support
97%%
CEO total compensation of $10,914,232 is reasonable for the CEO of a $9.7 billion market cap industrial manufacturer, and the program is heavily weighted toward variable pay — approximately 87% of the CEO's target compensation is at risk through annual cash incentives and stock-based awards, well above the 50-60% threshold the policy requires. The pay-for-performance alignment is strong: Flowserve delivered a 3-year total shareholder return of +137.4%, ranking at the 90th percentile of its performance peer group, and the 2023-2025 performance stock awards paid out at 214.8% of target based on verified ROIC and free cash flow results, not discretionary adjustments. The company also maintains a comprehensive clawback policy covering both financial restatements and executive misconduct, robust stock ownership requirements, and received 97% shareholder support on last year's Say on Pay vote, indicating broad shareholder alignment with the program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$9,708,000
Non-Audit Fees
$698,000
PwC's non-audit fees (tax compliance of $295,000 plus audit-related fees of $398,000 total $693,000, or approximately 7.1% of core audit fees of $9,708,000) are well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $9.7 billion market cap company; auditor tenure is not disclosed so the tenure trigger cannot fire under policy; and no material financial restatements are indicated.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Requesting an Annual Advisory Shareholder Vote Regarding the Company's Stock Repurchases
This proposal asks the board to hold an annual advisory shareholder vote on the company's stock repurchase programs before they are executed — adding a procedural layer on top of the board's existing capital allocation authority. Share repurchase programs are already governed by board oversight, disclosed to investors, and subject to existing securities laws; requiring an annual advisory vote before each program would create operational rigidity without a clear governance benefit, as repurchase decisions often require speed and flexibility to respond to market conditions. Without evidence of a credible governance concern (such as high prior-year support or a history of repurchase decisions that harmed shareholders), and given the board's reasoned opposition, the proposal does not clear the bar for support.
Overall Assessment
The 2026 Flowserve annual meeting ballot is straightforward: all nine director nominees receive a FOR vote supported by the company's exceptional 3-year total shareholder return of +137.4% that significantly outperforms its compensation peer group, and the Say on Pay proposal passes easily given strong pay-for-performance alignment, 97% prior-year support, and a compensation program where roughly 87% of CEO pay is at risk. The one stockholder proposal — requesting annual advisory votes on stock repurchases — is voted against as it would add procedural constraints on routine capital allocation decisions without a demonstrated governance need.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing