Gayla Delly - Director | FLOWSERVE (FLS) Executive Profile & Compensation

About Gayla J. Delly

Independent director of Flowserve Corporation; director since January 2008 (age 65). Former President and CEO of Benchmark Electronics with deep international manufacturing, finance, and technology operating experience; certified public accountant. Current public board roles include Broadcom Inc. (since 2017) and Littelfuse, Inc. (since 2023). At Flowserve, she chairs the Corporate Governance & Nominating Committee and serves on the Organization & Compensation Committee. Independence affirmed by the Board under NYSE standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Benchmark Electronics Inc.	President & Chief Executive Officer	2012–2016	Led a global contract manufacturer; international engineering/technology focus in emerging markets; CPA credential supports financial oversight.
Benchmark Electronics Inc.	President	2006–2011	Senior operating leadership across manufacturing and technology.
Benchmark Electronics Inc.	EVP & Chief Financial Officer	2001–2006	Financial leadership; capital allocation and reporting.
Benchmark Electronics Inc.	Corporate Controller & Treasurer	1995–2001	Corporate finance and controls.

External Roles

Company	Role	Public/Private	Tenure	Notes
Broadcom Inc.	Director	Public	2017–Present	Global semiconductor company; adds technology governance depth.
Littelfuse, Inc.	Director	Public	2023–Present	Diversified industrial technology manufacturer; industrial end-markets overlap experience.
Power One, Inc.	Director (Past)	Public	Not stated	Prior public board service.
National Instruments, Inc.	Director (Past)	Public	Not stated	Prior public board service.
Benchmark Electronics Inc.	Director (Past)	Public	Not stated	Prior public board service.

Board Governance

Committee assignments (2024): Chair, Corporate Governance & Nominating (CG&N); Member, Organization & Compensation (O&C). CG&N met 4x in 2024; O&C met 4x in 2024.
CG&N scope: board organization, director nominations and independence/conflict oversight, CEO and Board succession, CEO performance evaluation, director compensation recommendations, ESG oversight, and Code of Conduct governance.
O&C scope: executive pay philosophy and decisions, succession planning, compensation risk oversight, and use/oversight of independent consultant (F.W. Cook).
Independence: Board determined Delly and all non-employee directors are independent under NYSE and company standards.
Attendance and engagement: Board held 9 meetings in 2024; executive sessions of non-employee directors normally at each regular meeting; every director nominee attended at least 89% of Board meetings and ≥75% of the meetings of their committees; all directors then-serving attended the 2024 Annual Meeting.
Board leadership: Independent Chairman structure; transition to John L. Garrison as independent Chairman upon his election at the 2025 Annual Meeting.
Board/CEO evaluations: Annual Board/committee evaluations led by CG&N Chair using an independent external advisor; independent directors also evaluate the CEO annually.

Fixed Compensation (Director)

Component	Annual Amount	Form	Notes
Board retainer	$90,000	Cash	Increased in 2024 to align with market median.
Committee service fee (per committee)	$7,500	Cash	Applies to each committee membership.
Committee Chair fees	$10,000–$20,000	Cash	Audit $20k; O&C $15k; TR&F $10k; CG&N $10k.
Non-Executive Chairman retainer	$150,000	Cash	For independent Chair role.
Equity grant (target value)	$160,000	Restricted Shares	Granted annually at the Annual Meeting.

Director	2024 Fees Earned (Cash)	2024 Stock Awards (Grant-date fair value)	2024 Total
Gayla J. Delly	$112,500	$159,986	$272,486

Data source

Deferral program: Directors may defer cash in cash or phantom shares; phantom-share deferrals carry a 15% premium; both cash and equity can be deferred; phantom shares accrue dividend equivalents.
Stock ownership guideline: 5x annual cash retainer ($450,000) within five years; all non-employee directors met the guideline for 2024.

Performance Compensation (Director Equity)

Item	Detail
Grant date	May 16, 2024 (2024 Annual Meeting)
Award type	Restricted common stock (annual director grant)
Shares granted	3,210 shares (per eligible non-employee director)
Grant-date price	$49.84 (NYSE close)
Grant-date fair value	$159,986
Vesting	Fully vests after earliest of one year from grant, termination due to death/disability, or change in control
Rights	Voting rights and dividends during restriction period

Other Directorships & Interlocks

Potential Interlock Area	Observations
Customers/Suppliers/Competitors	No reportable related person transactions since Jan 1, 2024; CG&N pre-approves/monitors related party matters; independence reaffirmed by the Board.
Outside board load	Two current public boards (Broadcom, Littelfuse) in addition to FLS; attendance thresholds met.

Expertise & Qualifications

International manufacturing leadership with engineering/technology focus in Asia and Latin America; former public-company CEO and CFO; CPA.
Governance leadership: Chairs CG&N overseeing board composition, conflicts, CEO evaluation, succession planning, director compensation recommendations, and ESG oversight.
Technology/industrial insights through current boards (Broadcom; Littelfuse).

Equity Ownership

Holder	Direct Shares	Deferred/Phantom or Deferred Stock Plan	Total Beneficial Ownership	% of Class
Gayla J. Delly	19,897	45,981	65,878	<1%
Data source and notes		Includes shares deferred under director deferral or company stock plan; no voting/investment power over deferred shares.

Unvested restricted shares: Non-employee directors elected at the 2024 Annual Meeting each had 3,210 restricted shares outstanding at 12/31/2024; all other shares held are vested.
Hedging/pledging: Company prohibits directors and employees from hedging or pledging company stock.

Governance Assessment

Strengths
- Independent, long-tenured director with prior CEO/CFO experience; chairs CG&N, a key gatekeeper of board independence, conflicts, succession, and ESG oversight.
- Robust board processes: annual board/committee/CEO evaluations run by CG&N Chair with an independent external advisor; majority voting and resignation policy in uncontested elections; independent Chairman structure.
- Engagement and accountability: High attendance (≥89% board; ≥75% committees), executive sessions each regular meeting, and full attendance at 2024 Annual Meeting.
- Pay alignment and investor support context: 93% say‑on‑pay approval in 2024; O&C uses independent consultant (F.W. Cook) with no conflicts; strong clawback policies (executives) and anti-hedging/pledging policy (directors and employees).
- Ownership alignment: Meets director stock ownership guideline (5x retainer); annual equity grants in stock; deferral plan supports longer-term alignment.
Watch items
- Tenure since 2008 may draw independence scrutiny from some investors; however, formal independence affirmed annually and CG&N (which she chairs) manages independence/conflict oversight.
- Multiple outside public boards (Broadcom, Littelfuse) warrant routine monitoring for potential commercial interlocks; no related-person transactions reported for 2024–2025 period.
- Director cash deferrals into phantom shares receive a 15% premium; modestly richer than plain deferral but transparent and broadly available to all directors.
Bottom line for investor confidence
- Delly’s blend of operating, financial, and governance expertise, combined with active CG&N leadership and strong board processes (evaluations, independence, shareholder engagement), supports board effectiveness. Lack of related‑party issues, strong attendance, and ownership alignment mitigate typical governance risks associated with longer tenure and multi‑board service.