Claire Farley
TechnipFMCAbout Claire S. Farley
Claire S. Farley (age 66) is TechnipFMC’s Lead Independent Director, serving on the Board since 2017. She has deep upstream energy, investment, and M&A expertise from senior roles at Texaco, Randall & Dewey/Jefferies, RPM Energy, and KKR (Partner; later Senior Advisor and Vice Chair of KKR Energy), and currently serves on the Compensation & Talent Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR & Co. L.P. | Partner; later Senior Advisor; Vice Chair, Energy business | Partner 2013–2016; Senior Advisor 2016–2022; Vice Chair 2016–2021 | Energy investment leadership and portfolio oversight |
| RPM Energy, LLC | Co‑founder (partnered with KKR) | From September 2010 | E&P co-founding and capital collaboration |
| Jefferies Randall & Dewey | Co‑President; Advisory Director | Co‑President Feb 2005–Jul 2008; Advisory Director prior | Energy IB leadership, transaction advisory |
| Randall & Dewey | CEO | Sep 2002–Feb 2005 | Led oil & gas asset advisory; firm later became Jefferies O&G IB group |
| Texaco | President, Worldwide Exploration & New Ventures; President, North American Production | 1981–1999 (various roles) | Global upstream operations/exploration leadership |
| Intelligent Diagnostics Corporation | CEO | Oct 1999–Jan 2001 | Technology/operations leadership |
| Trade‑Ranger Inc. | CEO | Jan 2001–May 2002 | Digital procurement/exchange leadership |
External Roles
| Company | Role | Status |
|---|---|---|
| LyondellBasell Industries B.V. | Director | Current |
| Crescent Energy Company | Director | Current |
Interlocks: Robert G. Gwin (FTI director) is also a current director at Crescent Energy Company, creating an interlock between two FTI directors at the same external issuer .
Board Governance
- Current FTI roles: Lead Independent Director; member, Compensation & Talent (C&T) Committee .
- Lead Independent Director responsibilities include presiding over executive sessions, approving agendas, liaising between independents and CEO, calling Board meetings, and monitoring/reporting director conflicts; Farley was re‑appointed as Lead Independent Director in 2024 .
- Committee composition and activity:
- C&T Committee members: John O’Leary (Chair), Claire S. Farley, John Yearwood; 2024 meetings: 4; scope includes director and executive pay, equity awards, pay disclosures, succession, and inclusion strategy .
- Independence: Board affirmed Farley is independent under NYSE standards; all non‑executive directors are independent (8 of 9 post‑meeting) .
- Attendance: Each 2025 director nominee attended 100% of Board and applicable committee meetings in 2024; all attended the 2024 AGM .
- Related party/conflict review: Board reviewed ordinary‑course commercial relationships of companies associated with certain directors (including Farley) and determined independence unaffected; no related person transactions >$120,000 since the beginning of 2024 .
Fixed Compensation
| Component | 2024 Disclosure |
|---|---|
| Annual cash retainer | $105,000 |
| Lead Independent Director fee | $50,000 |
| Committee chair fees | Audit $25,000; C&T $20,000; ESG $15,000 |
| Committee member fee | $2,500 per committee meeting |
| Annual equity grant | $185,000 in RSUs (1‑year vest; settlement deferred at director’s election per policy) |
| 2024 compensation (Farley) | Fees earned: $165,000; Stock awards: $185,000; Total: $350,000 |
| RSU valuation basis | $19.72 per share (Feb 16, 2024 close) |
Performance Compensation
- Non‑executive director pay does not include options or performance‑conditioned equity; standard annual RSUs vest with one year of service and may be settled on a deferred schedule elected by the director .
- Company prohibits option repricing/reloading and does not grant options to directors under current program .
Other Directorships & Interlocks
| External Board | Shared FTI Director(s) | Potential Conflict Exposure | Board Determination |
|---|---|---|---|
| Crescent Energy Company | Claire S. Farley; Robert G. Gwin | Interlock through shared external board; any FTI commercial ties reviewed | Independence unaffected; ordinary‑course transactions considered immaterial to independence |
No related person transactions requiring Item 404 disclosure were identified for 2024; ESG Committee oversees conflict reviews and requires disclosure/recusal where appropriate .
Expertise & Qualifications
- Executive management, upstream E&P operations, investment/transaction advisory, M&A, risk management; extensive energy industry relationships and international experience; service on public/private boards .
- Her Board skills matrix shows Executive/Board experience, Oil & Gas industry, Strategy/M&A/Risk, Governance/Legal, Finance/Accounting, Cybersecurity, Environmental risk management; and designation as independent .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (Ordinary Shares) | 168,985; <1% of class (based on 420,571,563 shares outstanding) |
| Director RSUs outstanding (total) | 114,476 |
| RSUs vested but not settled | 105,095 |
| Deferred Ordinary Shares credited | 114,197 (policy crediting for vested director RSUs) |
| Ownership guideline | 5× annual cash retainer; all directors met requirement as of Dec 31, 2024 |
| Hedging/pledging | Prohibited under Insider Trading Compliance Policy for directors, officers, employees |
Governance Assessment
- Strengths:
- Lead Independent Director role enhances counterbalance to combined Chair/CEO structure, with explicit conflict monitoring and executive session leadership .
- 100% attendance and ongoing shareholder engagement (FTI contacted holders representing 59% of shares; met with 37%) supports board effectiveness and responsiveness .
- Independence reaffirmed amid review of ordinary‑course relationships; no related‑party transactions >$120k identified .
- Director pay structure balanced (cash retainer + equity RSUs), with ownership guidelines met, aligning incentives with shareholders .
- Watch items:
- External board interlock at Crescent Energy with another FTI director (Gwin) warrants continued monitoring for information flow or perceived alignment issues, though independence determinations addressed it .
- Combined Chair/CEO structure relies on strong Lead Independent function; Farley’s continued engagement in executive sessions and agenda setting is critical .
Compensation Committee governance: Independent membership (O’Leary Chair; Farley; Yearwood), use of independent consultants (FW Cook, Pearl Meyer), clawback policy for executives, and prohibition of hedging/pledging underpin pay discipline; Farley co‑signed the C&T Committee report in the proxy .