Susan Hudson
FLOWSERVEAbout Susan Hudson
Susan C. Hudson is Senior Vice President, Chief Legal Officer and Corporate Secretary at Flowserve (FLS), serving in the role since May 2022; she is 48 years old . Under the 2024 operating year, Flowserve delivered 5.5% revenue growth to $4.6B, 31% YoY growth in adjusted operating income to $538M, ROIC of 15.2%, and a 41.9% one‑year TSR, which drove above‑target annual bonus outcomes and a below‑target payout on the 2022–2024 PSU cycle (76.7%) . Say‑on‑pay support in 2024 exceeded 93%, and the program targets market‑median total compensation with strong pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact (company‑disclosed) |
|---|---|---|---|
| Flowserve | SVP, Chief Legal Officer and Corporate Secretary | 2022–Present | Executive legal and governance leadership |
| Flowserve | VP, Associate General Counsel and Chief Compliance Officer | 2020–2022 | Legal and compliance leadership |
| Flowserve | Director, Global Employment Law and Corporate Functions | 2017–2020 | Employment law leadership |
| Flowserve | Attorney, Global Labor and Employment Law | 2016–2017 | Employment counsel |
| Pier 1 Imports | Senior Corporate Counsel | 2012–2016 | Corporate legal counsel |
| Pier 1 Imports | Corporate Counsel | 2007–2012 | Corporate legal counsel |
External Roles
No external public company directorships or external roles were disclosed for Ms. Hudson in the DEF 14A .
Fixed Compensation
- Compensation philosophy targets market‑median total compensation, with majority at‑risk; no employment agreements for Executive Officers .
| Component (as of 12/31/2024) | Value |
|---|---|
| Base Salary | $467,000 |
| Target Annual Incentive (AIP) | 65% of salary |
| Target LTI Grant Value | $775,000 |
| Total Target Compensation | $1,545,550 |
| 2024 YoY Target Comp Change | +15% (base +10%; LTI +19%) |
Summary Compensation (actual reported)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | Change in Pension Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 417,538 | 696,265 | 490,568 | 80,944 | 30,516 | 1,715,832 |
| 2024 | 455,423 | 806,818 | 412,828 | 126,491 | 37,785 | 1,839,345 |
Perquisites detail (2024): executive physical $5,658 and financial counseling $16,730 (within All Other comp) .
Performance Compensation
AIP design (Corporate participants)
| Metric | Weight | Targeting approach | 2024 Payout Factor |
|---|---|---|---|
| Adjusted Operating Income | 50% | Annual target set from plan/guidance | 111% |
| Customer Bookings | 30% | Annual target set from plan/guidance | 128% |
| Adjusted Primary Working Capital % of Sales | 20% | Annual four‑quarter average | 121% |
| Quantitative subtotal | — | — | 118% |
| Strategic Goals Modifier | +/-15% | ESG, 3D growth, RedRaven expansion | +15% → 1.15x |
| Final AIP payout (Corporate) | — | — | 136% of target |
Ms. Hudson’s 2024 AIP
| Target Award ($) | Quantitative Payout % | Strategic Modifier | Final Payout % | Final Award ($) |
|---|---|---|---|---|
| 303,550 | 118% | 1.15x | 136% | 412,828 |
PSUs – Structure and outcomes
- 2022–2024 PSU payout: 76.7% of target, driven by 3‑year ROIC average payout 133.3%, 3‑year FCF as % of Adj. NI payout 0%, plus +15% rTSR modifier (81st percentile) .
- 2024 PSU design (applies to 2024 grant; 3‑year performance): 50% ROIC (annual targets: 2024 threshold/target/max 11%/12.6%/13.9%), 50% FCF as % of Adj. NI (2024 threshold/target/max 75%/85%/100%), with +/-15% rTSR modifier (no positive adjustment if absolute TSR is negative) .
| Cycle / Metric | Weight | Targets | 2024 Attainment | Payout basis |
|---|---|---|---|---|
| 2022–2024 ROIC (3‑yr avg) | 50% | Annual targets per year | 2022: 0%; 2023: 200%; 2024: 200% | 133.3% avg |
| 2022–2024 FCF as % Adj. NI | 50% | 3‑yr goal set at outset | 43.4% vs 90% target | 0% |
| rTSR modifier (2022–2024) | +/-15% | 81st percentile PPG | +15% | Applied to formulaic payout |
| 2024 PSU ROIC (single‑year) | 50% | 11% / 12.6% / 13.9% | ROIC 15.2% in 2024 | 200% for 2024 year tranche |
| 2024 PSU FCF % Adj. NI (single‑year) | 50% | 75% / 85% / 100% | 88% in 2024 | 100% for 2024 year tranche |
2024 LTI grants to Ms. Hudson (grant date 2/9/2024)
| Instrument | Units / Threshold | Target Units | Max Units | Grant‑date Fair Value ($) | Valuation notes |
|---|---|---|---|---|---|
| RSUs | — | 9,589 | — | 397,944 | RSUs at $41.50/sh |
| PSUs | 4,075 | 9,589 | 22,055 | 408,875 | Monte Carlo $42.64/sh |
RSU vesting cadence: 3‑year ratable vesting each March 1 following grant .
Equity Ownership & Alignment
Ownership and guidelines
| Item | Detail |
|---|---|
| Beneficial ownership (3/18/2025) | 16,765 shares; less than 1% of class |
| Stock ownership guideline | Senior Vice Presidents: 3x base salary |
| Compliance status | All NEOs met requirements as of 12/31/2024 |
| Hedging / Pledging | Prohibited for officers and directors |
| Clawbacks | Dodd‑Frank restatement clawback and Misconduct Clawback (3‑yr lookback) |
Outstanding equity (12/31/2024)
| Type | Not Vested (#) | Market Value ($) | Unearned/Not Vested (#) | Market or Payout Value ($) | Notes |
|---|---|---|---|---|---|
| RSUs | 18,294 | 1,052,271 | — | — | Based on $57.52/sh |
| PSUs (2022 plan) | — | — | 4,642 | 267,008 | Shown at certified 76.7% of target |
| PSUs (2023 plan, shown at max) | — | — | 22,400 | 1,288,448 | SEC requires max display |
| PSUs (2024 plan, shown at max) | — | — | 22,425 | 1,289,886 | SEC requires max display |
Near‑term vesting schedule disclosed (from 12/31/2024 table footnotes)
- 2025 RSU vests: 1,372 on Feb 15, 3,246 on Feb 17, 3,250 on Mar 1, and 746 on May 23, 2025; remaining RSUs vest 3,246 on Feb 17, 2026 and 3,250 on Mar 1 in 2026 and 2027 .
Employment Terms
Severance and CIC design (plan terms applicable to NEOs including Ms. Hudson)
| Provision | Officer Severance Plan (no CIC) | Change‑in‑Control (double‑trigger) |
|---|---|---|
| Cash severance | 24 months’ base salary continuation | 2.0x (SVPs and Presidents) base salary + target AIP (lump sum) |
| AIP treatment | Target AIP for the year if threshold met | Pro‑rata target AIP for year |
| RSUs | Continued vesting for those within 90 days post‑termination (post‑2022 grants via award terms) | Full vest at target; options (if any) 90‑day exercise |
| PSUs | Pro‑rated payout for cycles ending in year of termination | Full vest at target |
| Benefits | — | Medical/health benefits continuation for months equal to multiplier×12 |
| Pensions | — | Supplemental pension top‑up for continuation period |
| Triggers | — | Termination without cause or constructive termination within 2 years post‑CIC; limited “pre‑CIC” protection if terminated within 90 days prior in connection with CIC |
| Tax gross‑ups | None (no excise or income tax gross‑ups for Executive Officers, except relocation) | None (same) |
Estimated potential payouts for Ms. Hudson (as of 12/31/2024)
| Scenario | Key components | Total ($) |
|---|---|---|
| Death | Life insurance $700,500; equity vesting $2,177,169 | 2,877,669 |
| Disability | Disability benefits to 65 $4,152,800; equity vesting $2,177,169 | 6,329,969 |
| Termination without cause (no CIC) | 2x salary $934,000; target AIP $303,550; equity vesting $495,528 | 1,733,078 |
| CIC + qualifying termination | 2.0x salary $934,000; 2.0x target AIP $607,100; equity vesting $2,177,169; pension $113,732; benefits $8,113 | 3,840,115 |
Retirement/pension benefits (12/31/2024)
| Plan | Years credited | Present value ($) |
|---|---|---|
| Qualified Cash Balance | 8.7 | 147,492 |
| SMRP (non‑qualified) | 8.7 | 89,369 |
| SERP (non‑qualified) | 8.7 | 93,846 |
Other governance/compensation risk controls
- Anti‑hedging and pledging prohibited; robust stock ownership guidelines and dual clawback policies; no option repricing; no employment agreements for Executive Officers .
Investment Implications
- Pay‑for‑performance alignment: 2024 corporate over‑achievement drove a 136% AIP payout; however, long‑term PSUs (2022–2024) paid at 76.7% due to FCF underperformance, indicating balanced upside/downside and sensitivity to cash conversion and ROIC outcomes .
- Alignment and risk controls: 3x salary ownership requirement (met), prohibitions on hedging/pledging, and dual clawbacks mitigate agency risk; no employment agreements and double‑trigger CIC reduce entrenchment risk .
- Retention vs. overhang: 2024 LTI split 50/50 RSU/PSU for non‑CEO NEOs sustains retention (time‑based vesting) while keeping half at risk to performance; disclosed 2025–2027 vesting cadence defines predictable liquidity windows that may modestly elevate sell‑side supply around vest dates, subject to blackout/personal decisions .
- Company performance tailwinds: Strong 2024 ROIC (15.2%), bookings, and TSR support incentive realizations and continued at‑risk pay; if cash conversion improves, PSU payouts could trend higher, enhancing realized comp leverage but also reinforcing alignment to shareholder outcomes .
References: Ms. Hudson’s executive status and signature authority reaffirmed in a 2025 8‑K; she is listed among attorneys‑in‑fact on Section 16 powers for insider filings, underscoring her Section 16 officer status and legal oversight .