Michael McMurray
FLOWSERVEAbout Michael C. McMurray
Independent director since October 2018; age 60. Former EVP & CFO of LyondellBasell (retired March 1, 2025), prior CFO and senior finance roles at Owens Corning, and earlier leadership roles at Royal Dutch Shell. Serves on Flowserve’s Technology, Risk & Finance (TR&F) and Organization & Compensation (O&C) committees, with committee chair transitions expected post-2025 annual meeting. The Board affirms his independence under NYSE and company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LyondellBasell | EVP & Chief Financial Officer | 2019 – Mar 1, 2025 (retired) | Global finance leadership; capital markets; industrial end-market insights |
| Owens Corning | SVP & Chief Financial Officer | 2012 – 2019 | Industrial manufacturing financial management |
| Owens Corning | VP & Finance Leader, Building Materials Group | 2011 – 2012 | Segment finance leadership |
| Owens Corning | VP, Investor Relations & Treasurer | 2008 – 2011 | Capital markets; IR strategy |
| Royal Dutch Shell | Various leadership roles | 1987 – 2008 | Energy sector operations and finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | No current or past public company directorships disclosed |
Board Governance
- Committees: TR&F (Chair), O&C (Member). Subject to 2025 annual meeting outcomes, McMurray will become Chair of the O&C Committee; Sujeet Chand will become Chair of TR&F (committee renamed in 2024 to include technology and cybersecurity oversight).
- Independence: Board determined McMurray (and all non-CEO directors) are independent under NYSE standards and Flowserve’s categorical standards.
- Attendance: Board met nine times in 2024; each director nominee attended at least 89% of Board meetings and at least 75% of committee meetings; executive sessions of non‑employee directors held at each regular Board meeting.
- Board leadership: Independent Chairman transition—David E. Roberts not standing; John L. Garrison to become independent Chairman upon re‑election.
Fixed Compensation
- Program structure (non‑employee directors, 2024):
- Annual retainer $90,000 (cash)
- Committee service fee $7,500 per committee (cash)
- Committee chair fees: Audit $20,000; O&C $15,000; TR&F $10,000; CG&N $10,000 (cash)
- Equity grant target value $160,000 (restricted shares)
- Special services rate $3,500/day (none paid in 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 112,500 | McMurray’s 2024 cash compensation |
| Stock Awards (Grant-date fair value) | 159,986 | Annual restricted stock grant |
| Total | 272,486 | Sum of cash + equity values |
Performance Compensation
- Equity grant details (non‑employee directors, 2024): Restricted stock granted on the 2024 annual meeting date; voting rights and dividends; vest after the earliest of one year from grant, death/disability, or change in control. Company generally grants director equity immediately following the annual meeting; does not currently grant stock options.
| Metric | Detail |
|---|---|
| Grant date | May 16, 2024 (annual meeting) |
| Shares granted | 3,210 restricted shares (per eligible director) |
| Grant-date fair value | $159,986 (based on $49.84 per share) |
| Vesting terms | Full vest at earlier of 1 year, death/disability, or change in control |
| Options/PSUs | Company does not currently grant stock options to directors; PSUs not part of director pay |
No performance-conditioned awards for non‑employee directors; equity is time-based restricted stock.
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| None | — | No current or prior public company board service disclosed |
Expertise & Qualifications
- Extensive financial/accounting expertise as multi‑industry CFO; knowledge of global industrial manufacturing and Flowserve end markets.
- Multinational operations experience; corporate strategy and governance exposure; M&A familiarity.
- Committee leadership experience in technology risk, finance, and compensation oversight.
Equity Ownership
| Holder | Direct Shares | Deferred/Unvested | Total | % of Class | Notes |
|---|---|---|---|---|---|
| Michael C. McMurray | 7,663 | 13,934 deferred under director deferral/company stock plan (no voting/investment power) | 13,934 | <1% | As of March 18, 2025 |
| Outstanding restricted shares (12/31/2024) | — | 3,210 restricted shares (2024 grant) | — | — | For non‑employee directors elected at 2024 Annual Meeting; all other shares vested |
| Ownership guidelines | — | — | — | — | Directors must hold ≥5× annual cash retainer ($450,000) by year 5; all non‑employee directors met requirement for 2024 |
| Pledging/Hedging | — | — | — | — | Prohibited under Insider Trading Policy for directors and employees |
Governance Assessment
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Strengths:
- Independent status with deep CFO experience supports robust oversight of finance, risk, and pay; slated transition to O&C Chair increases accountability on compensation governance.
- Strong director ownership policy (5× retainer) with full compliance; anti‑hedging/pledging and dual clawback policies reinforce alignment and risk control.
- No related‑party transactions since Jan 1, 2024; mitigates conflict risks.
- Solid attendance expectations and executive sessions at each regular meeting; board majority vote standard with resignation policy enhances accountability.
-
Watch items / signals:
- Committee leadership rotation: TR&F chair shifting from McMurray to Chand while McMurray assumes O&C Chair—monitor for continuity in cybersecurity/ERM oversight and pay outcomes under new leadership.
- Director compensation increased in 2024 (cash retainer and equity target) to align with market median—watch year‑over‑year mix and potential inflation of board pay.
-
RED FLAGS:
- None disclosed: no related‑party transactions; anti‑pledging/hedging; no director options; attendance thresholds met for nominees.