Thomas Okray
FLOWSERVEAbout Thomas B. Okray
Independent director of Flowserve (FLS) since April 2023; age 62. Audit Committee Chair and member of the Corporate Governance & Nominating Committee; determined independent under NYSE and company standards and qualifies as an Audit Committee financial expert. Prior CFO roles at Nikola (2024–present), Eaton (2021–2024), Grainger (2018–2021), and Advance Auto Parts (2016–2018). Notably, Nikola filed for Chapter 11 in February 2025, which is a reputational and time‑commitment risk consideration. Attendance: at least 89% of Board meetings and 75% of committee meetings in 2024; attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nikola Corporation | Chief Financial Officer | 2024–present | Company filed Chapter 11 in Feb 2025 (risk indicator). |
| Eaton Corporation | EVP & Chief Financial Officer | 2021–2024 | Finance leadership in intelligent power management. |
| W.W. Grainger | SVP & Chief Financial Officer | 2018–2021 | Industrial distribution finance and operations. |
| Advance Auto Parts | EVP & Chief Financial Officer | 2016–2018 | Automotive aftermarket finance leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monro, Inc. | Director | Feb 2024–present | Public company board experience (automotive services). |
Board Governance
- Committees: Audit (Chair); Corporate Governance & Nominating (Member). Audit Committee met eight times in 2024.
- Independence: Board determined Okray (and all nominees except the CEO) are independent under NYSE and company guidelines.
- Attendance and engagement: Board held nine meetings in 2024; each director nominee attended ≥89% of Board and ≥75% of committee meetings; all directors attended the 2024 Annual Meeting. Executive sessions of non‑employee directors at each regular Board meeting.
- Audit Committee financial expertise: Board determined Okray qualifies as an “audit committee financial expert” under SEC rules.
- Governance practices: Independent Board Chair; majority voting standard; director ownership guideline (5x annual cash retainer).
Fixed Compensation
| Component | Annual Amounts ($) | Form of Payment |
|---|---|---|
| Director retainer | 90,000 | Cash |
| Non‑Executive Chairman retainer | 150,000 | Cash |
| Committee service fee (per committee) | 7,500 | Cash |
| Committee Chair – Audit | 20,000 | Cash |
| Committee Chair – O&C | 15,000 | Cash |
| Committee Chair – TR&F | 10,000 | Cash |
| Committee Chair – CG&N | 10,000 | Cash |
| Equity grant target value | 160,000 | Restricted Shares |
| 2024 Director Compensation (Okray) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 122,500 |
| Stock Awards (grant date fair value) | 159,986 |
| Total | 282,486 |
- Deferral program: Directors may elect to defer cash/equity; cash deferrals can be in phantom shares with a 15% premium; phantom shares accrue dividend equivalents.
Performance Compensation
| Equity Award (2024 cycle) | Details |
|---|---|
| Restricted Stock grant (annual) | 3,210 restricted shares granted on May 16, 2024 to eligible directors; grant‑date fair value $159,986 calculated at $49.84 per share. |
| Vesting | Director restricted shares fully vest after the earliest of one year from grant, termination due to death/disability, or change in control; new directors receive prorated grants with similar vesting. |
Note: Flowserve directors receive time‑based restricted stock; no performance‑conditioned equity is disclosed for directors.
Other Directorships & Interlocks
| Company | Role | Potential Overlap/Conflict |
|---|---|---|
| Monro, Inc. | Director | Automotive service retail; no disclosed related‑party transactions with Flowserve. |
- Related‑party transactions: No reportable related‑person transactions since Jan 1, 2024; CG&N oversees related‑party policy and conflict management.
Expertise & Qualifications
- Skills: Strong background in international operations, manufacturing, and finance/accounting; strategic and financial expertise from multiple CFO roles.
- Financial expert: Audit Committee financial expert designation.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Thomas B. Okray | 7,663 | <1% |
- Director stock ownership requirement: 5x annual cash retainer ($450,000) by fifth anniversary of Board service; all non‑employee directors met requirement in 2024.
- Anti‑hedging/pledging: Company policy prohibits pledging and hedging transactions by directors.
Governance Assessment
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Strengths: Independent director; Audit Chair with SEC “financial expert” status; strong finance and operating pedigree across industrial and automotive sectors; high meeting attendance; robust Board governance (independent Chair, majority voting, executive sessions).
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Compensation/Alignment: Balanced director pay with cash retainer, committee fees, chair premium, and annual restricted stock; meaningful ownership guidelines and optional deferral to phantom shares promote alignment.
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Conflicts/Related‑party exposure: No related‑party transactions disclosed; CG&N Committee actively manages conflicts.
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Risk indicators and RED FLAGS:
- CFO at Nikola during its February 2025 Chapter 11 filing—potential reputational and time‑commitment risk for Flowserve investors to monitor; consider implications for audit leadership capacity amid restructuring demands at Nikola.
- No hedging/pledging allowed (positive), and no director‑level performance equity or meeting fees (neutral).
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Shareholder sentiment: Strong Say‑on‑Pay support (93% in 2024) and robust shareholder outreach (top 25 holders representing ~64% of outstanding)—signals constructive governance environment supporting board oversight.