Cheryl Johnson
FLOWSERVEAbout Cheryl H. Johnson
Independent director of Flowserve (FLS) since December 2023; age 64. Serves on the Technology, Risk & Finance Committee and the Organization & Compensation Committee; affirmed independent under NYSE and company categorical standards. Background: Chief Human Resources Officer at Caterpillar Inc. (2017–retired April 30, 2025) and senior HR roles at Textron and Bell Helicopter, bringing deep HR/talent development and global industrial operations experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Chief Human Resources Officer | 2017–Apr 30, 2025 | Led global HR; international manufacturing exposure |
| Textron (Industrial manufacturer) | EVP, Human Resources | 2012–2017 | Enterprise HR leadership |
| Bell Helicopter (segment of Textron) | Director, Talent & Organization Development | 2009–2012 | Leadership development, org design |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| — | — | — | Current public company directorships: None; prior public company boards: None |
Board Governance
- Committees: Technology, Risk & Finance (focus on technology/innovation, ERM, cybersecurity; treasury matters) and Organization & Compensation (executive pay, succession, use of independent consultant F.W. Cook) .
- Attendance: Board held 9 meetings in 2024; each director nominee attended at least 89% of Board meetings and at least 75% of their committee meetings; all directors attended the 2024 Annual Meeting .
- Independence: Board determined Johnson and all non-CEO directors are independent per NYSE and company standards .
- Board leadership: Independent Chair; transition to John L. Garrison as Non-Executive Chair effective upon his election at the 2025 Annual Meeting; executive sessions at each regular Board meeting .
- Governance controls: CG&N Committee oversees conflicts, director compensation recommendations, succession, and ESG program .
Fixed Compensation
| Component | Annual Amount ($) | Form | Notes |
|---|---|---|---|
| Cash retainer | $90,000 | Cash | Standard non-employee director retainer |
| Committee service fee (per committee) | $7,500 | Cash | Applies per committee membership |
| Committee chair fees | $10,000–$20,000 | Cash | Audit: $20k; O&C: $15k; TR&F: $10k; CG&N: $10k (not applicable to Johnson) |
| Equity grant target value | $160,000 | Restricted shares | Annual grant at shareholder meeting |
| 2024 Fees Earned (Johnson) | $117,875 | Cash | Includes 15% premium due to deferral into phantom shares |
| 2024 Stock Awards (Johnson) | $159,986 | Restricted stock | Grant date fair value |
| 2024 Total (Johnson) | $277,861 | Total | Aggregate 2024 compensation |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual restricted stock | May 16, 2024 | 3,210 | $159,986 (based on $49.84/share) | Fully vests after earliest of one year, death/disability, or change in control; new directors receive pro-rated grants |
Directors do not receive PSUs/options; equity is time-based restricted stock with dividend rights and voting; directors may defer cash/equity, with a 15% premium for cash deferrals into phantom shares .
Other Directorships & Interlocks
| Connection Type | Entity | Detail | Governance Interpretation |
|---|---|---|---|
| Shared prior employer network | Textron/Bell Helicopter | Johnson held HR leadership at Textron/Bell; Garrison previously CEO at Bell Helicopter and exec at Textron | Network overlap; not a related-party transaction or board interlock; CG&N oversees potential conflicts |
Expertise & Qualifications
- Human capital management and talent development (Caterpillar CHRO; Textron/Bell HR leadership) .
- Global manufacturing/operations perspective; aligns with FLS’s industrial footprint .
- Committee work on TR&F (technology/innovation/cyber oversight) and O&C (executive compensation, succession, consultant engagement) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Direct beneficial ownership | 1,623 shares | As of March 18, 2025 |
| Deferred/phantom shares | 6,175 shares | Under director stock deferral plan; no voting/investment power over deferred shares |
| Total beneficial ownership | 7,798 shares | Less than 1% of class |
| Unvested restricted shares outstanding | 3,210 shares | As of Dec 31, 2024 for all non-employee directors elected at 2024 AGM |
| Pledging/Hedging | Prohibited | Insider Trading Policy bars pledging and hedging for directors and employees |
| Ownership guidelines | ≥5× annual cash retainer ($450,000) within 5 years; 2024 compliance met by all non-employee directors | If unmet, future comp paid in stock until compliant |
Insider Trades and Related-Party Exposure
| Item | Status | Source |
|---|---|---|
| Form 4 insider transactions (Johnson) | Not disclosed in proxy | Proxy does not list Form 4; company policy and ownership tables provided |
| Related-party transactions | None reportable since Jan 1, 2024 | CG&N policy governs review; no transactions >$120,000 involving related persons |
| Hedging/pledging | Prohibited | Insider Trading Policy; anti-hedging/pledging policies |
Governance Assessment
- Strengths: Independent status; meaningful committee roles on TR&F and O&C; strong attendance; HR/talent expertise supportive of strategy and succession planning; alignment via equity and deferral election (phantom shares) .
- Alignment: Director stock ownership guidelines are robust (5× retainer) and reported as met in 2024; anti-hedging/pledging policy and clawbacks for executives reinforce governance culture; say‑on‑pay received 93% support in 2024, signaling investor confidence in compensation oversight .
- Conflicts/Red Flags: No reportable related‑party transactions; no hedging/pledging; network overlap with Garrison (Textron/Bell) noted but not a transaction or board interlock; CG&N actively manages independence and potential conflicts .
- Forward signal: Retirement from Caterpillar effective April 30, 2025 may increase board availability; continued service on TR&F suggests focus on technology/cyber and risk oversight as FLS advances its 3D strategy .