Flowserve Corp - DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		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

Flowserve Corp.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		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

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Invitation to 2025 Annual
Meeting of Shareholders

Dear Fellow Shareholder:

I invite you to join Flowserve’s Annual Meeting of Shareholders on May 16, 2025. More information about our meeting topics and agenda can be found in this Notice and Proxy Statement.

Extraordinary Growth

2024 was a banner year for Flowserve. We made significant strides toward our 2027 financial targets from the strong results we delivered quarter after quarter. We achieved meaningful growth in bookings, operating margins, EPS and cash flow, all while improving the customer experience. I’m incredibly pleased with the progress that we have made – and the returns we were able to generate for you, our shareholders.

Our 3D Growth Strategy for diversification, decarbonization and digitization continues to prove that it is the right strategic approach for today’s environment. We successfully grew the business year over year across all three focus areas, representing 30% of our total bookings for the year. And we expect that to continue in 2025 as we work to capitalize on the macro trends that are driving worldwide initiatives such as energy transition.

2024 Highlights include:

Grew revenues (up 5.5%), operating margin (up 240 bps) and adjusted operating margin¹ (up 230 bps) and lowered primary working capital as a percentage of sales (improved 80 bps).			Continued to exceed $1 billion in bookings each quarter, ending the year with the 12^th consecutive quarter above this target.

Raised financial guidance twice throughout 2024 based on our strong execution and momentum.			Completed our acquisition of MOGAS Industries, significantly strengthening our severe service valve portfolio.

(1)

Non-GAAP financial measure; see Annex I to this Proxy Statement for a reconciliation of such measure to the most directly comparable GAAP financial measure. Adjusted operating margin is calculated by dividing adjusted operating income by sales. Adjusted operating income is derived by excluding the adjusted items.

Our Business Strategy

We created and launched our new Flowserve Business System in 2024 to define how we work together across five critical functional disciplines to deliver excellence in every area of the Company. It also helps us ensure that our processes drive the desired outcomes and priorities in the inner ring: profitable growth; margin expansion; cycle resiliency; and the customer experience.

People Excellence is centered on employee engagement, talent attraction and retention, and cultivating a winning culture that inspires outstanding work. Our Operational Excellence program is improving delivery times and productivity within our operations. Portfolio Excellence is in its early stages, but the 80/20 approach we’re taking for product management and portfolio optimization has already started showing promising results as we eliminate the inherent complexity within our portfolio. Commercial Excellence will roll out in the second half of 2025 and focus on pricing discipline, account management and funnel management. And finally, Innovation Excellence will play a critical role in differentiating ourselves from our competitors through new product technologies and solutions.

The business system is intentionally wrapped with culture, strategy and execution because a winning company has to be great at each one. In 2024, we had all three working together in harmony and it showed in our outstanding results.

Shareholder Feedback

We appreciate hearing from you and welcome your feedback. Maintaining your trust is a top priority, and we continuously review our public disclosures to help ensure we provide the information that matters to you most. Before our annual meeting, please sign and return your proxy card so your shares are voted in accordance with your selections. If you would like to cast your vote online or via phone, follow the instructions on page 83.

On behalf of our Board of Directors and executive leadership team, thank you for your continued support.

R. Scott Rowe
President, Chief Executive Officer and Director

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Notice of 2025 Annual
Meeting of Shareholders

When:

Friday, May 16, 2025
at 11:30 a.m. CDT

Where:

Online at
https://www.virtualshareholdermeeting.com/
FLS2025

We are pleased to invite you to join our Board of Directors and senior leadership at Flowserve Corporation’s (“Flowserve” or the “Company”) 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held online only and will begin at 11:30 a.m. CDT on May 16, 2025. We will hold the Annual Meeting solely by means of remote communications with no in-person location. You can attend the Annual Meeting and vote online at https://www.virtualshareholdermeeting.com/FLS2025.

2025 Proposals		Board Vote Recommendation	Page Reference (for more detail)
1	Elect the 10 directors named in the proxy statement	For	Page 18
2	Approve, on an advisory basis, the Company’s executive compensation	For	Page 71
3	Ratify the appointment of PricewaterhouseCoopers as our independent auditor for 2025	For	Page 76
4	Shareholder Proposal requesting the elimination of the one-year holding period requirement to call a special shareholder meeting	Against	Page 79

Shareholders will also transact any other business that is properly brought before the Annual Meeting.

Record Date: Shareholders of record of the Company’s common stock, par value $1.25 per share, at the close of business on March 18, 2025 are entitled to notice of and to vote at the Annual Meeting.

Attending the Meeting Virtually: To participate in the Annual Meeting, including to vote or to ask questions during the meeting, you must access the meeting website at https://www.virtualshareholdermeeting.com/FLS2025, and log in using the 16-digit control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If your shares are held in street name and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the https://www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

For additional related information, please refer to the disclosure beginning on Page 83 in the enclosed proxy statement. The proxy statement and 2024 annual report to shareholders and any other proxy materials are available at https://www.proxyvote.com. The proxy statement and form of proxy are being first made available to shareholders on April 2, 2025.

Your vote is very important. Whether or not you plan to attend the Annual Meeting online, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described to the right on this page. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions, except the ratification of the appointment of the independent auditor (Proposal 3). Voting your shares will help to ensure that your interests are represented at the meeting. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote online at https://www.virtualshareholdermeeting.com/FLS2025.

By order of the Board of Directors,

Susan C. Hudson
Senior Vice President, Chief Legal Officer and Corporate Secretary

YOU CAN VOTE BEFORE THE
MEETING BY THE FOLLOWING
METHODS:

INTERNET

www.proxyvote.com
before May 16, 2025*

BY TELEPHONE

(1-800-690-6903)
before May 16, 2025*

BY MAIL

Complete, sign and
return your proxy or voting
instruction card so that it
is received before
May 16, 2025*

*Dates presented are for shareholders that hold shares in their own name as a holder of record. If you are a participant in the Flowserve Corporation Retirement Savings Plan, your votes must be cast before May 14, 2025.

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to confirm which voting methods are available to you.

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PROXY SUMMARY

This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find additional information in the proxy statement.

Board Nominees (Page 18)


R. SCOTT ROWE President & CEO, Flowserve Age: 54 Director since 2017 Committees: None Other Public Company Boards: 1	SUJEET CHAND Independent Age: 67 Director since 2019 Committees: Other Public Company Boards: 2	RUBY R. CHANDY Independent Age: 63 Director since 2017 Committees: Other Public Company Boards: 2

GAYLA J. DELLY Independent Age: 65 Director since 2008 Committees: Other Public Company Boards: 2	JOHN L. GARRISON Independent Age: 64 Director since 2018 Committees: Other Public Company Boards: 1	CHERYL H. JOHNSON Independent Age: 64 Director since 2023 Committees: Other Public Company Boards: None

MICHAEL C. MCMURRAY Independent Age: 60 Director since 2018 Committees: Other Public Company Boards: None	THOMAS B. OKRAY Independent Age: 62 Director since 2023 Committees: Other Public Company Boards: 1	ROSS B. SHUSTER Independent Age: 59 Director since N/A Committees: Other Public Company Boards: None

KENNETH I. SIEGEL Independent Age: 68 Director since 2022 Committees: Other Public Company Boards: 2

(1)	Subject to, and effective upon, his election at the Annual Meeting.

	Chair		Technology, Risk and Finance Committee		Corporate Governance and Nominating Committee
	Audit Committee		Organization and Compensation Committee		Veteran Status

4	2025 PROXY STATEMENT

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PROXY SUMMARY

Executive Officers

Executive Officers (Page 34)

Name and Position	Age	Since	Previous Position
R. Scott Rowe President, Chief Executive Officer (“CEO”), and Director	54	April 2017	President — Cameron Group, Schlumberger Ltd.
Brian Boukalik Senior Vice President, Chief Human Resources Officer (“CHRO”)	49	May 2024	Executive Vice President and Chief Human Resources Officer, Tenneco
Lamar L. Duhon President, Flowserve Pumps Division	54	February 2023	Flowserve President, Aftermarket Services & Solutions
Susan C. Hudson Senior Vice President, Chief Legal Officer (“CLO”) and Corporate Secretary	48	May 2022	Flowserve Vice President and Chief Compliance Officer
Amy B. Schwetz Senior Vice President, Chief Financial Officer (“CFO”)	50	February 2020	EVP and Chief Financial Officer, Peabody
Scott K. Vopni Vice President, Chief Accounting Officer (“CAO”)	56	June 2020	SVP — Finance, Chief Accounting Officer, Dean Foods Co.
Kirk R. Wilson President, Flow Control Division	58	July 2019	Flowserve President, Aftermarket Services & Solutions

2025 PROXY STATEMENT

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PROXY SUMMARY

Executive Compensation Highlights

Executive Compensation Highlights (Page 36)

Compensation Philosophy and Principles

	ATTRACT & RETAIN	Attract and retain high-quality leaders with a passion for driving high performance as well as our Purpose, Values and Behaviors
	REINFORCE OUR STRATEGY	Align our incentive programs with our vision and business strategy
	PROVIDE COMPETITIVE AND MARKET-BASED COMPENSATION	Maintain a market-based compensation program that provides a competitive total target compensation opportunity approximating the market median
	ALIGN PAY WITH PERFORMANCE	Provide incentive programs that reward short- and long-term performance leading to shareholder value without undue risk taking
	ALIGN PAY WITH SHAREHOLDERS	Ensure a majority of total compensation is tied to performance and/or stock price and thus, is aligned with shareholder interests

Pay for Performance Alignment

Our annual incentive program paid out above target in 2024, following an above-target payout in 2023 and a below-target payout in 2022. The 2024 payout aligned with our robust shareholder return for the year and was driven by strong performance in both operating income and adjusted primary working capital with slightly below-target total customer bookings.

PAYOUT FOR 2024 ANNUAL INCENTIVE PLAN AWARD

(1)

For more information on these performance metrics and how they are calculated, see “2024 Executive Compensation Decisions – Annual Incentive Plan” beginning on page 44.

6	2025 PROXY STATEMENT

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PROXY SUMMARY

Executive Compensation Highlights

PSUs have paid out below target for the past three performance cycles.

PAYOUTS FOR 2022 PERFORMANCE STOCK UNIT AWARD

2022 - 2024 PSUs Grant Payout

Consolidated Flowserve			Threshold	Target	Maximum
Performance Metrics		Weighting	50% Payout	100% Payout	200% Payout	Attainment	Payout
ROIC⁽¹⁾	2022					63.0%	0%
	2023	50%				140.0%	200%
	2024					120.0%	200%
					3-Year Average ROIC Payout %		133.3%

		Threshold	Low Target	High Target	Maximum
		50% Payout	100% Payout	100% Payout	200% Payout
3Y Free Cash Flow as a % of Adjusted Net Income⁽¹⁾	50%					0%	0%
Total Payout % (Sum of Weighted Payouts to Each Metric) Payout includes +15% adjustment based on Flowserve’s 3-year relative Total Shareholder Return (rTSR) ranked at the 81^st percentile of the peer group							76.7%

(1)

For more information on these performance metrics and how they are calculated, see “2024 Executive Compensation Decisions - Annual Incentive Plan” beginning on page 44.

2024 Executive Total Compensation Mix

The majority of the total target compensation provided to our Named Executive Officers is ‘at risk’ and aligned with our compensation philosophy and principals to drive shareholder value creation.

CEO Target Compensation Mix		Other NEO Average Target Compensation Mix

*	At risk variable compensation is comprised of the target value of annual cash incentive and stock-based awards, as their value is tied to our performance results against our financial and operational targets, our stock price, or both.

2025 PROXY STATEMENT

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NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS	3

PROXY SUMMARY	4

THIS IS FLOWSERVE	10
Our Purpose, Values and Behaviors	10
Our 3D Growth Strategy	11
Corporate Social Responsibility	13

PROPOSAL ONE: ELECTION OF DIRECTORS	18
Required Vote and Recommendation	18
Board of Directors — Biographical Information	19

THE BOARD AND COMMITTEES	25
Role of the Board; Corporate Governance Matters	25
Board Operations	26
Board Composition	27
Board Committees	29
Oversight of the Executive Compensation Program	31
Director Compensation	32

EXECUTIVE OFFICERS	34

EXECUTIVE COMPENSATION	36
Compensation Discussion and Analysis	36
Executive Summary	37
Our Guiding Principles	40
2024 Executive Compensation Decisions	44
Other Benefits	53
Compensation Governance Policies	57
Accounting Implications of Executive Compensation	57
Equity Grant Timing	58
Executive Compensation Program Review and Compensation Risk	58
Organization and Compensation Committee Report	58
Summary Compensation Table	59
2024 Grants of Plan-Based Awards	61
Outstanding Equity Awards at Year-End 2024	62
2024 Option Exercises and Stock Vested	63
2024 Pension Benefits	64
Quantification of Potential Payments	65

PAY VERSUS PERFORMANCE	66

CEO PAY RATIO FOR FISCAL YEAR 2024	70

PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	71

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	72

SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS	73

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	74

EQUITY COMPENSATION PLAN INFORMATION	75

PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS OUR INDEPENDENT AUDITOR FOR 2025	76

OTHER AUDIT INFORMATION	77
Relationship with Independent Registered Public Accounting Firm	77
Audit and Non-Audit Fees and Services	77
Audit Committee Approval Policy	77

REPORT OF THE AUDIT COMMITTEE	78

PROPOSAL FOUR: ELIMINATE ONE-YEAR HOLDING PERIOD REQUIREMENT TO CALL A SPECIAL SHAREHOLDER MEETING	79

OTHER MATTERS	82

GENERAL VOTING AND MEETING INFORMATION	83
Frequently Asked Questions About The Annual Meeting & Proxy Materials	83

ANNEX I: RECONCILIATION OF REPORTED RESULTS TO NON-GAAP FINANCIAL MEASURES	89

ANNEX II: 2024-2026 PEER PERFORMANCE GROUP	91

ANNEX III: 2022-2024 PEER PERFORMANCE GROUP	92

8	2025 PROXY STATEMENT

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Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words such as “could,” “should,” “can,” “continue,” “estimate,” “intent,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “project,” “predict,” “seek,” “confident” and “commit” or similar expressions. In particular, statements regarding our financial position, plans, strategies, objectives, prospects and expectations regarding our business, future operations, industry and market conditions are forward-looking statements. They reflect our current expectations, are subject to materials risks, uncertainties and other factors, many of which are outside of our control, and are not guarantees of performance and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, commitment, or expectation can or will be achieved, and speak only as of the date of this proxy statement. You should not rely unduly on forward-looking statements. Our business results are subject to a variety of risks and uncertainties, including those that are described in our 2024 Annual Report on Form 10-K and elsewhere in our filings with the Securities and Exchange Commission, any of which could cause actual plans or results to differ materially from those included in any forward-looking statements. If any of these considerations or risks materialize or intensify, our expectations (or underlying assumptions) may change and our performance may be adversely affected. Except as required by law, we undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statement or disclose any facts, events or circumstances that after the date hereof that may affect the accuracy of any forward-looking statement, whether as a result of new information, future events, changes in our expectations or otherwise.

Website References

Throughout this proxy statement, we identify certain materials that are available in full on our website and refer the reader to additional information available on our website. The information contained on, or available through our internet website, is not and shall not be deemed to be incorporated by reference in this proxy statement.

2025 PROXY STATEMENT

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THIS IS FLOWSERVE

Our Purpose, Values and Behaviors

We are committed to fulfilling our purpose to create extraordinary flow control solutions to make the world better for everyone. Our customers rely on us to do that through the product lines, engineering, project management and service expertise that has defined Flowserve’s rich history for more than 230 years. And everything we do in pursuit of our purpose is underpinned by our six foundational values and seven key behaviors that guide our operations every day.

Our Purpose	Our Values	Our Behaviors

Together, we create extraordinary flow control solutions to make the world better for everyone	Our guiding principles for how we achieve our purpose	The actions we take to live by our values

10	2025 PROXY STATEMENT

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THIS IS FLOWSERVE

Our 3D Growth Strategy

THIS IS FLOWSERVE

Our 3D Growth Strategy

Our strategy to diversify our end markets, support energy transition initiatives and improve the customer experience is called our 3D Growth Strategy – Diversify, Decarbonize and Digitize – and it directly aligns with our purpose.

Diversify

Flowserve is connected to the oil and gas industry in each of our divisions, and we remain committed to supporting our core markets. But we are also leveraging our more than 230 years of industry expertise to serve customers in diverse markets such as power, water, specialty chemical and other general industries. We are focused on creating a more balanced portfolio across our end markets, industries and regions, and we made notable progress on that front in 2024 with about 10% growth in our diversification bookings. In addition, with the acquisition of MOGAS Industries, we further expanded our severe service valve offerings, which enhance our presence in the mining, mineral extraction, power and process industries.

As an example of our commitment to market diversification, we are providing pumps to support a multinational pharmaceutical company’s efforts to increase production for high-demand diabetes medications. In 2024, Flowserve was awarded a contract to provide SIHI Dry and ANSI vacuum pumps for the customer’s groundbreaking U.S.-based facility, which will enhance the company’s capacity to manufacture tirzepatide, the major ingredient used in popular diabetes and weight management medications. With their unique applications in chemical manufacturing, the pumps will be key to the customer’s proprietary processes and will be utilized within different rigs across the construction of the site. We will not only help increase the supply of these important medications but also help ensure our customer meets its goal of having the facility fully operational by 2027, resulting in an estimated 900 jobs at the site.

Decarbonize

In addition to our ongoing efforts to reduce carbon emissions in our own operations, many of our current products and services are being used to advance our customers’ carbon reduction efforts. With our innovative products, applications and capabilities, we’re assisting customers in their liquefied natural gas, nuclear and Carbon Capture, Utilization and Storage (CCUS) projects, while also expanding into new clean energy opportunities such as blue hydrogen, sustainable fuels and recyclable plastics. Additionally, customers who invest in our Energy Advantage Program get a thorough, data-driven evaluation by our engineers and receive a customized approach to reduce both carbon emissions and operational costs.

In the past year, we grew our decarbonization bookings by more than 35%. A notable example involved providing our sealing products to support one of the largest carbon capture projects in the Middle East and North Africa region. Flowserve was awarded a contract to supply dry gas seals and dry gas seal systems for the Abu Dhabi National Oil Company (“ADNOC”). The seals will be integrated into newly installed high-pressure injection packages at ADNOC’s Habshan gas plant, pioneering the first-ever continuous supercritical carbon dioxide (sCO₂) pump injection services for enhanced oil recovery in the market. The project will enable the capture and storage of 1.5 million tons of carbon dioxide (CO₂) annually, which is the equivalent to the emission of more than 326,000 vehicles. This project signifies Flowserve’s growing leadership in the decarbonization market as demand for innovative carbon capture and storage solutions grows.

2025 PROXY STATEMENT

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THIS IS FLOWSERVE

Our 3D Growth Strategy

Digitize

The third pillar of our 3D Growth Strategy represents our focus on enhancing the customer experience through new e-commerce capabilities – and helping our customers digitize their operations with our RedRaven suite of IoT-enabled, remote equipment monitoring and predictive maintenance services. Since the launch of RedRaven in 2021, we continue to be encouraged with how it has helped us expand our services capabilities and form new relationships with our customers.

RedRaven predictive maintenance technology digitizes our customer experience with its ability to predict failures and avoid costly downtime in critical applications. In 2024, our RedRaven team secured a three-year contract with a major soft drink manufacturer in India to monitor 16 Dry Vacuum pumps across two manufacturing plants. With RedRaven’s 24/7 monitoring and predictive analytics algorithms, we will create production certainty so operators can focus on value creation for our customer’s global consumer base. With each application of our RedRaven technology, Flowserve is helping to digitize and optimize customers’ performance.

12	2025 PROXY STATEMENT

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THIS IS FLOWSERVE

Corporate Social Responsibility

THIS IS FLOWSERVE

Corporate Social Responsibility

Our ESG Programs & Initiatives

Our Purpose to make the world better for everyone informs our Environmental, Social and Governance (“ESG”) vision as we strive to enable a clean energy future by advancing technologies that reduce climate impact, make our core operations more sustainable and strengthen our purpose-driven culture. Our ESG program is constructed around three key pillars: Climate, Culture and Core Responsibility.

Climate

Climate captures the Environmental pillar of our ESG approach and outlines our commitment to enabling a clean energy future for our operations and our customers.

We promote our customers’ sustainability efforts through product development, stewardship and innovation that help deliver energy efficiency, reduced emissions and digitization of operations. In 2024, we booked more than $240 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.

As part of our Climate pillar, Flowserve set a target to reduce Scope 1 and Scope 2 carbon intensity 40% by 2030, using 2015 as a baseline year. Our goal was to reduce combined direct (Scope 1) and indirect (Scope 2) operating emissions of 29.4 Tonne CO₂-equivalent (“CO₂e”) per million USD dollars in annual sales revenue in 2015 to 17.4 Tonne CO₂e or lower by 2030. By 2023, we accomplished 100% of this goal, through energy efficiency improvements, renewable energy project development and other measures to offset our greenhouse gas emissions. As a result of these initiatives, among others, we were recognized by Newsweek as one of America’s Greenest Companies, as well as one of America’s Most Responsible Companies, where we jumped more than 200 spots from our ranking the prior year. For more information on our ESG programs and initiatives, please read our ESG Report at https://www.flowserve.com under the “ESG” caption, which is not incorporated by reference into this proxy statement. Statements regarding our ESG-related goals are not guarantees or promises that those goals will be met.

2025 PROXY STATEMENT

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THIS IS FLOWSERVE

Corporate Social Responsibility

Culture

We believe the collective energy of our People set us apart. It drives our commitment to strengthening our values-driven culture and investing in our communities through talent recruitment and engagement, workplace health and safety and employee wellbeing.

Keeping our associates safe in our facilities and on customer sites is one of our Flowserve Values. Our Building Better Safety program looks beyond traditional risk management to drive Health, Safety & Environmental excellence and continuous improvement across Flowserve. In 2024, our approach to safety continued to produce industry leading total recordable incident rates. Additionally, quality at Flowserve translates to Safety for our customers and our communities. Flowserve maintains the utmost commitment to delivering quality products into the industries we serve.

Engaging our employees and communities around the globe is a critical focus of our Culture pillar. In 2024, we sent out our global Amplify Your Voice survey to gauge our associates’ experience with Flowserve. Overall, we were able to attain an 88% participation rate. We also progressed our in-house early career leadership development program, IGNITE. IGNITE is designed to accelerate the development of early career engineering talent through annual geographical and functional rotations. Now in its sixth year, IGNITE continues to add high-potential talent to Flowserve. The IGNITEs come from different engineering backgrounds, excelled academically, and sought leadership opportunities during their undergraduate career. In 2024, IGNITE welcomed its largest cohort, representing 43% of our overall program participants, and offboarding 100% of the graduating cohort into new development roles at Flowserve.

We are a truly global company with associates spanning regions and countries worldwide – and because of that, we are committed to fostering an employee culture that drives inclusion, attracts associates of different backgrounds, knowledge, experience and viewpoints, and positively impacts our communities.

14	2025 PROXY STATEMENT

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THIS IS FLOWSERVE

Corporate Social Responsibility

Core Responsibility

Core Responsibility represents Governance and how we conduct business ethically in accordance with laws and regulations around the world. It also addresses our obligations around cybersecurity and data privacy, integrity and compliance and transparent reporting.

Our governance practices align to our high standards of ethics, integrity and transparency in all our stakeholder relationships. With executive-level participation and Board oversight of our programs and initiatives, ESG issues have top-down support.

We launched our Human Rights Policy in 2022, and the protection of human rights remains a focus of our operations and those of our partners. In 2024, we trained 98% 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. And in an effort to increase transparency for our stakeholders regarding our sustainability program, we publish our ESG Report with the SASB Industrial Machinery and Goods Reporting Standard, the TCFD Reporting Format, and the GRI Reporting Index.

A primary element of Core Responsibility is how we strengthen our cybersecurity practices to protect our data and help promote operational resilience. Through annual security trainings and simulated attacks, we empower our associates to protect the enterprise and recognize real-life cyber risks. In October 2024, our Cybersecurity Awareness Month series taught our associates how to protect their data from cybercrime, spot deepfakes and identify risks when using a mobile device for work. Each week, we offered a comprehensive set of training and resources to help associates stay secure at work and beyond. We also have a number of services and solutions to monitor potential threats across our enterprise, Flowserve.com and our RedRaven predictive maintenance platform to maintain a secure environment for our associates, customers and partners.

Maintaining a high-integrity workplace is another critical element of Core Responsibility. Our Integrity and Compliance program focuses on five pillars: Culture, Speaking Up, Strategy, Accountability and Risk Management. These pillars continue to guide us in enhancing our compliance program, so we continue our commitment to uphold the highest ethical standards.

2025 PROXY STATEMENT

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THIS IS FLOWSERVE

Corporate Social Responsibility

Our Global Community Impact Program

Supporting our Community

We make a difference every day by delivering technologies and services to our customers around the world for the toughest, most critical applications. But our impact is not only limited to our innovations. We have long been committed to bettering the communities in which we live and work through philanthropy and volunteerism. Flowserve Cares, our community outreach program, supports our non-profit organizations through monetary donations and by providing our people with time off to volunteer for causes they care about.

Through Flowserve Cares, associates are empowered to request company support for community programs that are making a meaningful impact. In 2024, we refreshed our Flowserve Cares program to provide clear guidance on how our associates can get involved and focused our mission to funnel our support into four main pillars: at-risk youth, STEM programs and education, disaster recovery and community-related opportunities.

In the past year, Flowserve Cares approved more than $700,000 in grants to drive positive change, including a $25,000 donation to support Hurricane Helene relief efforts, boxing meals for the underprivileged in honor of 9/11 Day, providing diapers and food for homeless and at-risk children, and undertaking environmental clean-up efforts in local communities.

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THIS IS FLOWSERVE

Corporate Social Responsibility

Engagement with Shareholders

Flowserve routinely engages with our shareholders to better understand their views, carefully considering the feedback we receive and taking action when appropriate. We review the results of the annual advisory vote on executive compensation in making determinations about the structure of Flowserve’s pay program, and whether any changes to t

SEC Form DEF 14A filed by Flowserve Corporation