Ruby Chandy
FLOWSERVEAbout Ruby Chandy
Independent director of Flowserve Corporation since May 2017; age 63. Former President, Industrial Division at Pall Corporation (2012–retired 2015) and Managing Director/VP of Dow Plastics Additives (2011–2012). Expertise spans industrial operations, marketing/strategy, enterprise risk oversight, and broad international business and financial experience; the Board deems her independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pall Corporation | President, Industrial Division | 2012–2015 (retirement in 2015) | Led industrial filtration/separation business |
| The Dow Chemical Company | Managing Director, VP, Plastics Additives Unit | 2011–2012 | Business leadership in chemicals and additives |
External Roles
| Company | Role | Tenure | Committee Positions |
|---|---|---|---|
| Thermo Fisher Scientific Inc. | Director | 2022–Present | Not disclosed in FLS proxy |
| DuPont de Nemours, Inc. | Director | 2019–Present | Not disclosed in FLS proxy |
| IDEX Corporation | Director (Past) | Not disclosed | Not disclosed in FLS proxy |
| AMETEK, Inc. | Director (Past) | Not disclosed | Not disclosed in FLS proxy |
Board Governance
- Committee assignments (2025): Audit Committee member (joined Feb 7, 2025); Corporate Governance & Nominating Committee member. She served on the Organization & Compensation Committee until Feb 7, 2025 .
- Independence: Board affirmatively determined she is independent under NYSE and company categorical standards (along with all directors except the CEO) .
- Attendance and engagement: Board held nine 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 . Audit Committee met eight times in 2024 .
- Board leadership and oversight: Independent Chairman structure; executive sessions at each regular Board meeting; CG&N oversees conflicts, independence, succession, director compensation, ESG; Audit oversees financial reporting, compliance, internal audit, and integrity programs .
- Shareholder engagement: Company engaged top 25 shareholders (~64% of outstanding) in fall 2024 on governance/ESG and compensation; feedback was positive and informs Board practices .
Fixed Compensation
- Director program structure (non-employee directors, 2024): annual cash retainer $90,000; committee membership fee $7,500 per committee; Chair fees: Audit $20,000, O&C $15,000, TR&F $10,000, CG&N $10,000; equity grant target value $160,000 in restricted shares; Non-Executive Chairman retainer $150,000; special services $3,500/day (none paid in 2024) .
- Compensation deferral: Directors may defer cash and equity; cash deferrals into phantom shares receive a 15% premium and accrue dividend equivalents .
| Component | Amount ($) | Form | Notes |
|---|---|---|---|
| Annual retainer | $90,000 | Cash | Standard director retainer |
| Committee membership (per committee) | $7,500 | Cash | For each committee served |
| Equity grant (target) | $160,000 | Restricted shares | Granted on Annual Meeting date; vests after 1 year or earlier on death/disability/change in control |
| Phantom share deferral premium | 15% | Cash deferral elected | Premium applied to cash deferred into phantom shares |
| Ruby R. Chandy – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned/paid in cash (incl. deferral premium) | $105,575 (15% premium applied to deferred portion) |
| Stock awards (restricted common stock) | $159,986 (3,210 shares at $49.84 grant date) |
| Total | $265,561 |
Performance Compensation
Directors do not receive performance-conditioned equity; annual grants are time-based restricted stock that vest after one year or earlier upon death, disability, or change in control. No director performance metrics or options are part of the standard director compensation program .
Other Directorships & Interlocks
- Current public boards: DuPont and Thermo Fisher Scientific (industrial and science sectors). Potential interlock risks are managed via Flowserve’s Related Party Transaction Policy and CG&N oversight; limited pre-approvals cover arm’s-length transactions below NYSE/categorical thresholds. No reportable related person transactions since Jan 1, 2024 .
- Policy framework: CG&N manages risks of Board independence and potential conflicts; the Chairman of CG&N may pre-approve transactions below $1 million with summary reporting to the full committee .
Expertise & Qualifications
- Qualifications cited by the Board: executive management, marketing and strategy skills; relevant industrial company experience; extensive engineering and management education; international business and financial experience; and enterprise risk oversight .
- Audit Committee service: joins financial oversight; Audit Committee is composed of independent, financially literate directors; committee met eight times in 2024 and issued its report signed by the chair and members, including Ms. Chandy .
Equity Ownership
| Holder | Direct Shares | Deferred/Phantom Shares | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Ruby R. Chandy | 2,574 | 32,278 (no voting/investment power over deferred shares) | 32,278 (per table total; deferred noted) | <1% (*) |
- Director stock ownership guideline: 5x annual cash retainer ($450,000) within five years; all non-employee directors met their guideline in 2024 .
- Hedging/pledging: Company policy prohibits directors and employees from pledging stock or engaging in hedging transactions .
Governance Assessment
- Strengths: Long-tenured independent director with material industrial leadership experience and risk oversight; active service on CG&N and Audit aligns with her qualifications. Board-level independence, executive sessions, and robust committee charters support effective oversight; strong attendance expectations met; anti-hedging/pledging and ownership guidelines reinforce alignment .
- Compensation alignment: Director pay structured with cash retainer, committee fees, and annual restricted stock; allowable deferrals into phantom shares (with 15% premium) increase equity-tied exposure while maintaining non-employee director independence. Equity grants vest time-based without performance conditions, consistent with market director pay practices disclosed and calibrated by FW Cook .
- Conflicts/Related-party signals: Despite outside public-company directorships, Flowserve reports no related-party transactions and has a CG&N framework for managing potential conflicts; independence affirmed annually .
- Shareholder signals: Say-on-Pay support of >93% in 2024 and ongoing outreach suggest constructive investor relations and stable governance sentiment (though SOP relates to executive pay, it is indicative of broader governance confidence) .
- RED FLAGS: None disclosed—no attendance shortfalls, no related-party transactions, no pledging/hedging, and independence affirmed. Monitor potential interlocks with DuPont/Thermo Fisher for any future material commercial interactions; policy process in place to address such matters .
Note: Insider trading/Form 4 activity for Ruby R. Chandy was not included in the proxy and is not accessible via the provided document tools in this session; equity ownership details are provided above from proxy disclosures .