Kenneth Siegel

About Kenneth I. Siegel

Kenneth I. Siegel (age 68) has served as an independent director of Flowserve (FLS) since August 2022. He is a senior executive with extensive M&A, corporate development, and finance experience, currently serving as Senior Vice President at Loews Corporation (since 2009) and previously as Managing Director of M&A at Barclays and Lehman Brothers, and Head of U.S. Investment Banking at Schroders. He brings financial expertise and industry exposure in energy and industrials; the Board has designated him an Audit Committee financial expert.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Siegel is independent under NYSE and company guidelines.
• Committees (2024):
  • Audit Committee (8 meetings in 2024); member and designated Audit Committee financial expert. Chair: Thomas B. Okray.
  • Technology, Risk & Finance (TR&F) Committee (4 meetings in 2024); member. Chair during 2024: Michael C. McMurray (with planned chair transition to Sujeet Chand subject to re-election).
• Attendance: In 2024 there were nine Board meetings; each director nominee (including Mr. Siegel) attended at least 89% of Board meetings and at least 75% of their committee meetings. All directors then-serving attended the 2024 Annual Meeting.
• Board leadership: FLS maintains an independent Board Chair structure; John L. Garrison will become independent Chair following the 2025 Annual Meeting.

Fixed Compensation (Director)

Program structure for non-employee directors (effective 2024):

• Annual cash retainer: $90,000.
• Committee membership fee: $7,500 per committee.
• Committee chair fees: Audit $20,000; Organization & Compensation (O&C) $15,000; TR&F $10,000; Corporate Governance & Nominating (CG&N) $10,000.
• Equity grant target value: $160,000 in restricted shares granted at the Annual Meeting (vest in one year; pro-rated for new directors).
• Deferral: Directors may defer cash/equity; cash deferrals into phantom shares receive a 15% premium.
• Stock ownership guideline: 5× annual cash retainer ($450,000) within five years; all non-employee directors met the guideline in 2024.

Mr. Siegel’s 2024 director compensation:

Grant detail:

Performance Compensation

• FLS directors do not participate in performance-based annual bonus or PSU/option programs; director equity is time-based restricted stock that vests after one year. No director-specific performance metrics apply.

Other Directorships & Interlocks

• Related-party/Interlock considerations: FLS’s Related Party Transaction Policy requires CG&N Committee review; the proxy reports no related person transactions since January 1, 2024.

Expertise & Qualifications

• Audit Committee financial expert designation; financially literate per NYSE standards.
• Extensive M&A, strategic planning, and finance/accounting experience (Loews SVP; prior MD roles in M&A).
• Industry exposure in energy and industrials via Loews and other board roles.

Equity Ownership

Additional alignment and risk controls:

• Hedging/pledging: Company policy prohibits directors and officers from hedging or pledging Flowserve stock.
• Director ownership guideline: 5× retainer; 2024 compliance affirmed for all non-employee directors.

Governance Assessment

• Positives (investor confidence signals)

  • Independent director with Audit Committee financial expert status; serves on Audit and TR&F committees—strong finance and risk oversight profile.
  • Attendance benchmark met (≥89% Board and ≥75% committees); attended 2024 Annual Meeting.
  • Ownership alignment: meets director ownership guideline; receives meaningful equity; anti-hedging/pledging policy in place.
  • No related-party transactions disclosed for 2024; independence confirmed by the Board.

• Watch items (potential conflicts/overboarding)

  • Multiple concurrent leadership/board roles (Loews SVP; Chairman at Boardwalk; Director at CNA) create potential conflict risk if FLS were to transact with these entities; however, the Board affirmed independence and reported no related transactions. Continue monitoring for any future related-party dealings.

• Compensation structure (governance quality)

  • Director pay mix balanced with cash retainer, committee fees, and time-based equity; optional deferral with 15% premium for phantom share elections promotes equity alignment.
  • Mr. Siegel elected deferral in 2024 (cash portion), indicating longer-term alignment.

• Board context

  • Independent Chair structure with robust committee system (Audit/TR&F/CG&N/O&C), regular evaluations, and active shareholder outreach; 2024 Say-on-Pay support >93%, indicating broad investor alignment with governance and pay practices.