Sujeet Chand
FLOWSERVEAbout Sujeet Chand
Independent director of Flowserve Corporation (FLS) since December 2019; age 67. Former Senior Vice President and Chief Technology Officer at Rockwell Automation with deep expertise in technology, innovation, cybersecurity oversight (CERT Certificate via NACD), and electrical engineering; multinational manufacturing and R&D leadership experience. Current public company boards: Proto Labs, Inc. (2017–Present) and Veeco Instruments Inc. (2021–Present) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation, Inc. | Senior Vice President & Chief Technology Officer | 2005–2021 | Led technology and innovation; cybersecurity and IT systems oversight |
| Rockwell Automation, Inc. | Other senior leadership roles | 2001–2005 | Technology leadership |
| XAP Corporation | Chief Operating Officer | 2000–2001 | Operations leadership in education technology |
| Rockwell Scientific Company (subsidiary of Rockwell International) | Head of R&D | 1988–2000 | Advanced research leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Proto Labs, Inc. | Director | 2017–Present | Global digital manufacturer |
| Veeco Instruments Inc. | Director | 2021–Present | Semiconductor process equipment manufacturer |
Board Governance
- Independence: Board determined Chand is independent under NYSE standards and Flowserve’s Guidelines .
- Committee assignments: Audit Committee member (designated audit committee financial expert) and Technology, Risk & Finance (TR&F) Committee member; subject to re‑election, Chand will become Chair of TR&F .
- Meeting cadence: Audit Committee met 8 times in 2024; TR&F met 4 times; Board met 9 times .
- Attendance: Each director nominee attended at least 89% of Board meetings and at least 75% of their committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chairman structure; John L. Garrison to become Independent Chairman upon election at 2025 Annual Meeting .
Fixed Compensation
| Component (Non‑Employee Director Program, 2024) | Amount | Form | Notes |
|---|---|---|---|
| Annual retainer | $90,000 | Cash | Set by Board based on market median targeting |
| Committee service fee (per committee) | $7,500 | Cash | Per committee membership |
| Committee chair fees | $10,000–$20,000 | Cash | By committee: Audit $20k; O&C $15k; TR&F $10k; CG&N $10k |
| Equity grant target value | $160,000 | Restricted Shares | Granted on Annual Meeting date; fully vests after earliest of one year, death/disability, or change in control |
| 2024 equity grant detail | 3,210 shares | $159,986 | Grant at $49.84 close on May 16, 2024 |
| 2024 cash fees – Sujeet Chand | $102,500 | Cash | Annual retainer plus committee fees |
| 2024 total – Sujeet Chand | $262,486 | Cash + Equity | $102,500 cash; $159,986 stock awards |
Additional mechanics:
- Deferral: Directors may defer cash/equity; cash deferrals in phantom shares receive a 15% premium; dividend equivalents accrue on phantom shares .
- Stock ownership guideline: 5× annual cash retainer; all directors met the requirement in 2024 .
Performance Compensation
Directors do not receive performance‑based compensation; equity awards are time‑based restricted stock vesting as described below. No director options, PSUs, or AIP performance metrics apply to non‑employee directors .
| Performance Metric | Applicability to Non‑Employee Directors | Notes |
|---|---|---|
| AIP/PSU financial metrics (ROIC, FCF, rTSR) | Not applicable | Non‑employee directors receive time‑based restricted stock only |
Other Directorships & Interlocks
| Company | Relationship to FLS | Potential Interlock Risk |
|---|---|---|
| Proto Labs, Inc. | Chand is a director | No related‑party transactions disclosed since Jan 1, 2024 |
| Veeco Instruments Inc. | Chand is a director | No related‑party transactions disclosed since Jan 1, 2024 |
- Conflict controls: CG&N Committee oversees Board independence and potential conflicts of interest; maintains related‑party transaction policy with pre‑approval thresholds and reviews; no reportable related‑party transactions since Jan 1, 2024 .
Expertise & Qualifications
- Technology and innovation leadership; cybersecurity oversight credentials (CERT Certificate via NACD Cyber‑Risk Oversight Program) .
- Electrical engineering background; extensive multinational manufacturing experience from Rockwell Automation and XAP .
- Financial literacy and audit committee financial expert designation .
Equity Ownership
| Category | Shares | % of Class | Notes |
|---|---|---|---|
| Direct ownership | 1,000 | <1% | As of March 18, 2025 |
| Deferred shares (director stock deferral plan and/or company plan) | 22,754 | <1% | No voting/investment power over deferred shares |
| Total beneficial ownership | 23,754 | <1% | As of March 18, 2025 |
| Unvested restricted stock outstanding (year‑end 2024) | 3,210 | n/a | Non‑employee directors elected in 2024 had 3,210 RS outstanding at Dec 31, 2024 |
| Ownership guidelines compliance | Met | n/a | Directors must hold ≥5× annual cash retainer; all directors met requirement in 2024 |
| Hedging/pledging | Prohibited | n/a | Insider Trading Policy bans hedging and pledging for directors |
Governance Assessment
-
Strengths
- Independent director with strong technology/cybersecurity credentials; designated audit committee financial expert .
- Active governance roles across Audit and TR&F; slated to chair TR&F, enhancing oversight of technology, innovation, cybersecurity, risk, and finance .
- Attendance and engagement standards met; Board and committees maintain robust cadence (Board 9 meetings; Audit 8; TR&F 4 in 2024) .
- Alignment: Meaningful stock ownership guideline (5× retainer) met; unvested RS outstanding; deferral plan available; anti‑hedging/pledging in force .
- Conflict controls: CG&N oversight; no related‑party transactions reported in 2024–2025 window .
-
Watch items
- Multiple outside public boards (Proto Labs, Veeco) increase time demands; continue monitoring attendance and committee effectiveness (current attendance standards met in 2024) .
- Transition to TR&F Chair role will centralize oversight of technology and risk; monitor committee outputs and cybersecurity program reviews post‑transition .
-
Shareholder confidence signal (board‑level context): Say‑on‑pay support exceeded 93% at 2024 meeting; ongoing shareholder outreach to holders of ~64% of outstanding shares indicates favorable governance feedback .