Ross Shuster
FLOWSERVEAbout Ross Shuster
Ross B. Shuster (age 59) was nominated in March 2025 and elected as an independent director of Flowserve on May 16, 2025; subject to, and effective upon, his election, he will serve on the Corporate Governance & Nominating Committee and the Organization & Compensation Committee . He is Chief Executive Officer and a board member of Copeland (2023–present), and previously served as CEO and board member of Howden (2019–2023), with earlier senior roles at United Technologies and Johnson Controls focused on global operations and climate/controls businesses . The Board has affirmatively determined he meets NYSE and Flowserve independence standards . Core credentials include manufacturing/operations, multinational leadership, supply chain, M&A, corporate strategy, and industry/product expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copeland (global climate technologies) | Chief Executive Officer; Member of Board | 2023–Present | Executive leadership and board-level oversight in climate technologies |
| Howden (air/gas handling products) | Chief Executive Officer; Member of Board | 2019–2023 | Led global industrial manufacturing; operational transformation |
| United Technologies Corp. | President, Global BU – Climate Controls & Security | 2015–2019 | Led global climate/controls business unit |
| United Technologies Corp. (Asia) | President, Asia – UTC Building & Industrial Systems; President, Asia – UTC Climate, Controls & Security; President, Asia – Carrier Air-Conditioning | 2007–2015 | Multinational operations; regional leadership across Asia |
| Johnson Controls | Vice President and other roles | 1992–2007 | Industrial manufacturing; operations and management experience |
External Roles
| Organization | Role | Public Company? | Committees/Notes |
|---|---|---|---|
| Copeland | Chief Executive Officer; Member of Board | Not disclosed as public in FLS proxy | Global climate tech leadership; board membership |
| Howden | Former Chief Executive Officer; Member of Board | Not disclosed as public in FLS proxy | Led mission-critical industrial products |
| Other public company directorships | None | — | No current or past public company boards disclosed |
Board Governance
- Committee assignments: Upon election, Shuster serves on Corporate Governance & Nominating (CG&N) and Organization & Compensation (O&C) committees, both composed entirely of independent directors .
- Committee mandates: CG&N oversees director nominations, independence/conflicts, governance standards, ESG oversight, and CEO/Board succession; O&C oversees executive compensation philosophy, risk management, consultant independence, and senior management talent processes .
- Independence: Board determined Shuster (and all non-CEO directors) meet NYSE and Flowserve categorical independence standards .
- Engagement context: Board held 9 meetings in 2024; nominees generally attended at least 89% of Board meetings and 75% of committee meetings in 2024 (Shuster was not yet serving) .
- Election signal: At the May 16, 2025 Annual Meeting, Shuster received 107,208,088 votes FOR, 87,860 AGAINST, 76,581 ABSTAIN, with 6,999,143 broker non-votes—strong shareholder support .
Fixed Compensation
| Component | 2024 Annual Amount | Form | Notes |
|---|---|---|---|
| Director cash retainer | $90,000 | Cash | Increased in 2024 to align with market median |
| Non-Executive Chairman retainer | $150,000 | Cash | Applies to independent chair role |
| Committee membership fee (per committee) | $7,500 | Cash | Per committee served |
| Committee chair fees – Audit | $20,000 | Cash | Chair premium |
| Committee chair fees – O&C | $15,000 | Cash | Chair premium |
| Committee chair fees – TR&F | $10,000 | Cash | Chair premium |
| Committee chair fees – CG&N | $10,000 | Cash | Chair premium |
| Equity grant target value | $160,000 | Restricted shares | Granted at Annual Meeting; new directors receive pro-rated grants |
- Deferral options: Directors may defer cash/equity; cash deferred into “phantom shares” receives a 15% premium and accumulates dividend equivalents; cash deferrals accrue interest at or below market rates .
- Stock ownership guidelines: Non-employee directors must own ≥5× annual cash retainer ($450,000) within 5 years of Board service; if not met, future compensation is delivered in stock until compliant .
Performance Compensation
- Non-employee directors receive time-based restricted stock (with voting rights and dividends) that fully vests after the earliest of one year from grant, death/disability, or change-in-control; no director PSUs or options are disclosed in the director program .
- Equity grant timing: Director equity awards are typically granted immediately following the Annual Meeting; new directors receive pro-rated restricted stock at joining .
Other Directorships & Interlocks
| Category | Disclosed Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | None |
| Shared directorships with key counterparties | Not disclosed; Board independence and conflicts overseen by CG&N |
| Related party transactions | None reportable since Jan 1, 2024; CG&N administers policy with thresholds and pre-approvals; no transactions >$120,000 involving related persons |
Expertise & Qualifications
- Manufacturing/operations; multinational operations; energy/alternative energy markets; supply chain; HR/talent development; M&A; corporate strategy/governance; financial/accounting; product innovation/R&D—skills highlighted by the Board for Shuster’s nomination .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Ross B. Shuster | — | — | No shares reported as of March 18, 2025 (record date) |
- Anti-hedging/pledging: Directors are prohibited from hedging or pledging Flowserve stock under the Insider Trading Policy—alignment safeguard .
- Ownership requirement: Must reach ≥$450,000 in stock value within 5 years of service; future pay in stock if not compliant .
Governance Assessment
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Committee influence: Placement on CG&N (independence/conflict oversight, director comp recommendations, ESG) and O&C (exec comp, succession/talent, consultant independence) positions Shuster at the center of governance and pay oversight—material for board effectiveness .
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Independence and conflicts: Board formally determined Shuster is independent; no related-party transactions involving him were reported—reduces conflict risk .
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Ownership alignment: As a newly elected director, Shuster held no shares as of March 18, 2025; watch for progress toward 5× retainer guideline via annual grants or deferrals with 15% phantom share premium—short-term alignment gap until holdings build .
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Shareholder support signal: Strong FOR vote in 2025 suggests investor confidence in his candidacy and the Board’s composition .
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Board practices: Majority voting, annual elections, independent chair, executive sessions, and robust ownership/clawback/anti-hedging policies indicate investor-friendly governance infrastructure .
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RED FLAGS / Watch items:
- Initial zero share ownership at election—monitor guideline compliance trajectory and any use of deferral program to accelerate alignment .
- Dual role as Copeland CEO and Copeland board member—no current related-party issues disclosed, but ongoing CG&N oversight remains key given potential industry adjacency .
Overall, Shuster’s deep industrial leadership and committee assignments strengthen board oversight on governance and compensation, with independence confirmed and no related-party exposure disclosed; near-term alignment hinges on building board-mandated stock ownership through annual restricted stock grants and potential deferrals .