John Garrison
FLOWSERVEAbout John L. Garrison
Independent director since October 2018 (Age 64); former President, CEO and Chairman of Terex (retired 2024). Currently Chair of the Organization & Compensation (O&C) Committee and member of the Corporate Governance & Nominating (CG&N) Committee; subject to, and effective upon, re‑election at the 2025 Annual Meeting, he will become independent Chairman of the Board and cease committee service. Determined independent by the Board; also serves as a director at Stanley Black & Decker, Inc. (since 2024). Prior roles include CEO of Bell Helicopter and U.S. Army Captain.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terex Corporation | President, Chief Executive Officer and Chairman | 2015 – retirement in 2024 | Led a global industrial manufacturer; board leadership experience relevant to multinational operations and manufacturing. |
| Bell Helicopter (Textron segment) | President & CEO | 2009 – 2015 | Aerospace leadership; deep operational background. |
| United States Army | Captain | 1982 – 1992 | Leadership and discipline credentials. |
External Roles
| Organization | Type | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Stanley Black & Decker, Inc. | Public company | Director | 2024 – Present | Committee assignments not disclosed in FLS proxy. |
| Terex Corporation | Public company | Past Director | Not specified | Past public company directorship. |
| Azurix Corporation | Public company | Past Director | Not specified | Past public company directorship. |
Board Governance
| Committee | 2024 Role | Meetings in 2024 | Independence status | Notes |
|---|---|---|---|---|
| Organization & Compensation (O&C) | Chair | 4 | All members meet SEC and NYSE independence standards. | Upon re‑election, Garrison will cease serving; McMurray to become Chair. |
| Corporate Governance & Nominating (CG&N) | Member | 4 | All members meet NYSE independence standards. | Upon re‑election and becoming independent Chairman, Garrison will cease serving on CG&N. |
- Independent Chairman structure: Flowserve separates Chair/CEO; Board appointed Garrison to serve as independent Chairman effective upon his election at the Annual Meeting, succeeding current independent Chair David E. Roberts.
- Independence: Board determined Garrison and all non‑CEO directors are independent under NYSE and Company standards.
- Attendance: There were nine Board 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.
- Executive sessions: Held at each regular Board meeting, presided over by the independent Chair.
Fixed Compensation
| Component (Non‑Employee Directors, 2024 Program) | Annual Amount ($) | Form of Payment |
|---|---|---|
| Retainer | 90,000 | Cash |
| Non‑Executive Chairman retainer | 150,000 | Cash |
| Committee service fee (per committee) | 7,500 | Cash |
| Committee Chair fee – Audit | 20,000 | Cash |
| Committee Chair fee – O&C | 15,000 | Cash |
| Committee Chair fee – TR&F | 10,000 | Cash |
| Committee Chair fee – CG&N | 10,000 | Cash |
| Equity grant target value | 160,000 | Restricted Shares |
| Special services day rate (if used) | 3,500/day | Cash (none paid in 2024) |
| 2024 Director Compensation – John L. Garrison | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 117,500 |
| Stock Awards (grant date fair value) | 159,986 |
| Total | 277,486 |
Performance Compensation
| Equity Grant (Non‑Employee Directors) | Detail |
|---|---|
| Grant vehicle | Restricted common stock (annual) |
| 2024 Grant date | May 16, 2024 (Annual Meeting) |
| Shares granted (2024) | 3,210 shares |
| Grant date price used | $49.84 (NYSE close on grant date) |
| Grant date fair value | ~$159,986 (per director) |
| Vesting | Fully vests after earliest of one year from grant, termination due to death/disability, or change in control (directors) |
| Deferral | Directors may elect to defer cash and/or equity; cash deferrals into phantom shares receive a 15% premium; phantom shares accrue dividend equivalents |
| Grant timing policy | Directors’ equity typically granted immediately following the Annual Meeting; company states it does not time awards around MNPI |
Other Directorships & Interlocks
| Company | Relationship to FLS | Interlock/Transaction |
|---|---|---|
| Stanley Black & Decker, Inc. | Unrelated public company; Garrison serves as director | No related‑party transactions disclosed. |
| Terex Corporation; Azurix Corporation (past) | Past public boards | No related‑party transactions disclosed. |
- Related‑party transactions policy: CG&N reviews and pre‑approves; since Jan 1, 2024, no reportable related person transactions.
Expertise & Qualifications
- Strong manufacturing and international operations leadership from Terex CEO/Chairman role; additional aerospace operating experience at Bell Helicopter.
- Board leadership and compensation oversight expertise; current O&C Committee Chair at FLS (stepping down upon assuming independent Chair role).
- U.S. Army leadership background (Captain, 1982–1992).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Total shares) | 31,378 (as of March 18, 2025) |
| Percent of class | <1% |
| Ownership form (footnote) | Represents shares deferred under director stock deferral plan and/or a Company stock plan; no voting or investment power over these deferred shares. |
| Director stock ownership guideline | 5× annual cash retainer ($450,000) within 5 years; all non‑employee directors met their guideline for 2024. |
| Anti‑hedging/pledging | Directors prohibited from pledging and from hedging transactions. |
Governance Assessment
- Chair transition signal: Elevation to independent Chairman concentrates governance authority with an experienced operator; strengthens independent oversight and CEO accountability.
- Compensation governance: As O&C Chair, Garrison oversaw executive pay with independent consultant F.W. Cook; committee concluded no compensation‑related risk likely to have a material adverse effect; O&C Committee report signed by Garrison.
- Shareholder alignment: High Say‑on‑Pay support (>93% in 2024) and robust director ownership guidelines with widespread compliance support investor confidence.
- Conflicts/related parties: No related‑party transactions disclosed since January 1, 2024; anti‑hedging/pledging policy reduces alignment risk.
- Engagement: Attendance thresholds met (≥89% Board; ≥75% committees) and executive sessions held regularly, indicating active oversight.
RED FLAGS: None disclosed in the proxy specific to Garrison (no related‑party transactions; no pledging; strong Say‑on‑Pay support). Note that beneficial holdings are deferred shares with no voting/investment power as disclosed, which may modestly limit immediate voting alignment but are still tied to equity value.