Douglas Pferdehirt
TechnipFMCAbout Douglas Pferdehirt
- Chair and Chief Executive Officer of TechnipFMC; Director since 2017, Chair since May 1, 2019; age 61; serves on no Board committees .
- Background: President & CEO of FMC Technologies (2016–2017), COO (2012–2016); prior 26 years at Schlumberger in executive roles; no current public company directorships .
- 2024 performance under his leadership: revenue $9,083.3m; adjusted EBITDA margin 15.2%; free cash flow $679.4m; net income $842.9m; inbound orders $11.6b; backlog $14.4b; TSR index value $187.54 vs OSX $101.68 (base $100 at 12/31/2023) .
- Capital allocation and balance sheet: 2024 distributions of $486m; upgraded to investment grade; entering 2025, target to return at least 70% of free cash flow and guide to 2025 free cash flow of $850m–$1.0b .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FMC Technologies | President & CEO | 2016–2017 | Led company into merger; foundational for TechnipFMC creation |
| FMC Technologies | Chief Operating Officer | 2012–2016 | Drove operations ahead of merger |
| Schlumberger | Various executive leadership roles | ~1986–2012 (26 years) | Global energy services leadership; deep client/operations network |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Public company boards | None current; none in past five years | N/A | No external board time commitments/ interlocks |
Fixed Compensation
| Metric (CEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 1,236,000 | 1,328,700 | 1,328,700 |
| All other compensation ($) | 270,193 | 341,926 | 264,195 |
Notes: 2024 perquisites included 401(k)/SRP contributions $213,835, financial planning $15,760, auto $5,720, security $26,540, life insurance $494, spousal travel $1,845 .
Performance Compensation
- Design: CEO target annual cash incentive 135% of base; payouts 0–200% based on (a) Business Performance Indicators (75%) and (b) Individual Performance (25%) .
- 2024 BPI metrics/weights: Adjusted EBITDA margin (25%), Free Cash Flow (25%), Sustainability Scorecard Year One (25%) .
- Long-term equity: 70% PSUs (50% Relative TSR, 50% ROIC; 3-year cliff), 30% RSUs (3-year ratable); PSU TSR capped at target if absolute TSR negative .
| 2024 annual incentive components | Threshold | Target | Max | Actual performance | Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin (25%) | 13.0% | 14.5% | 16.0% | 15.2% | 146% |
| Free Cash Flow (25%) | $300m | $430m | $700m | $679m | 192% |
| Sustainability Scorecard (25%) | — | — | — | Above target (Year One) | 115% |
| Individual (25%) | — | — | — | CEO rated 170% | 170% |
| LTI awards (granted 2/20/2024) | Shares/units | Grant date fair value ($) | Vesting |
|---|---|---|---|
| RSU | 158,675 | 3,129,071 | 1/3 each on 2/20/2025, 2/20/2026, 2/20/2027 |
| PSU – TSR (target) | 185,122 | 5,377,794 | Cliff 2/20/2027; 0–200% payout per percentile scale |
| PSU – ROIC (target) | 185,121 | 3,650,586 | Cliff 2/20/2027; targets disclosed post-period |
Payout history note: 2022 PSU cycle (2022–2024) paid at 200% on both TSR and ROIC; vest 3/2025 .
Year-over-year total comp mix: ~90% at-risk for CEO; aligns with pay-for-performance framework .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (3/3/2025) | 5,229,651 shares (1.2% of outstanding) |
| Options exercisable within 60 days | 970,547 |
| RSUs/PSUs vesting within 60 days (gross) | 2,360,057 |
| Ownership guidelines | CEO 6x base salary; executives in compliance |
| Hedging/pledging | Prohibited by policy |
Vesting/sale dynamics
- 2024 stock vested (net shares): 1,415,937 for CEO; value realized $31,868,596 (RSUs and 2021 PSUs) .
- Near-term equity events: significant PSUs/RSUs scheduled through 2027; vesting could prompt tax-related withholding/sales at vest, but hedging/pledging are prohibited .
Employment Terms
- Severance (without cause, non-CIC): 18 months base + target bonus; prorated target bonus; 18 months benefits; outplacement; financial/tax assistance; subject to non-disclosure, non-compete, non-solicit; no tax gross-ups .
- Change-in-control (double trigger, within 24 months): CEO/CFO 3x greater of current or agreement base and greater of 3-year average actual bonus or current target; prorated target bonus; 36 months benefits (CEO/CFO); up to $50k outplacement; all equity vests (PSUs at target); best-after-tax cutback; no gross-ups .
- Illustrative involuntary termination (as of 12/31/2024): CEO total $5,672,754 (severance $3,786,795; prorated bonus $1,793,745; benefits/outplacement/tax assistance remainder) .
Clawback and insider policy
- Clawback for restatements and specified misconduct; covers cash/equity tied to financial measures; Board authority to cancel/recoup .
- Insider policy prohibits hedging/pledging, short sales, options trading, and borrowing against shares .
Board Governance and Director Service
- Role: Combined Chair & CEO; no committee memberships; not independent .
- Lead Independent Director: Claire Farley with robust authorities (agenda approval, presiding over executive sessions, calling meetings, liaison role) .
- Committees: Audit (Priestly Chair), Compensation & Talent (O’Leary Chair), ESG (Carvalho Filho Chair); all fully independent .
- Attendance: 100% Board and committee attendance by 2025 nominees in 2024 .
- Dual-role implications: Board affirms combined Chair/CEO balanced by strong LID and independent committees; CEO pay set by independent C&T Committee after executive sessions .
- Director compensation: CEO receives no additional pay for Board service .
Director/Shareholder Dynamics
- Say-on-pay support: 96.5% in 2023; 86% in 2024; ongoing shareholder engagement with 59% of shares contacted, 37% met in 2024–2025 cycle .
- Compensation peer group methodology and 2024 roster (added Flowserve); benchmarking generally to median .
Compensation Structure Analysis
- Mix shifts and design: Majority at-risk (≈90% CEO); RSU vesting changed to graded in 2023 for retention (from 3-year cliff); PSUs remain 3-year cliff; safeguards include TSR cap when absolute TSR negative .
- 2024 payouts reflect over-delivery on FCF and margin; 2022 PSU payout at 200% indicates strong multi-year performance realization .
- 2025 changes: annual bonus weight on financial metrics increased to 70%; sustainability removed as standalone metric and embedded in individual goals—tightens pay-performance linkage to cash/margin while keeping ESG in objectives .
- New risk: proposed one-time Value Creation Plan in 2025 Remuneration Policy to provide incremental upside for “ambitious” targets—potential pay inflation risk if not tightly structured .
- No option repricing; no tax gross-ups; robust clawback; hedging/pledging prohibited—strong governance features .
Performance & Track Record
| Indicator | 2024 result |
|---|---|
| Revenue | $9,083.3m |
| Adjusted EBITDA margin | 15.2% |
| Net income | $842.9m |
| Free cash flow | $679.4m |
| Inbound orders | $11.6b |
| Backlog | $14.4b |
| TSR index value (FTI/OSX, base=$100 at 12/31/2023) | $187.54 / $101.68 |
CEO individual assessment for 2024: “Above expectations” on shareholder returns, strategy/growth, business deliverables, organizational readiness; “Below expectations” on HSE (Safe Days below target; one workplace fatality) .
Other Directorships & Interlocks; Related Parties
- No current public company directorships; none in past five years .
- No related party transactions since beginning of 2024 .
Equity Grant and Vesting Schedule (Selected CEO awards)
| Grant | Instrument | Key vesting |
|---|---|---|
| 4/1/2021 | RSU | Vest 4/1/2025 |
| 3/8/2022 | RSU/PSU | Vests 3/8/2025 (PSUs end 2022–2024) |
| 2/21/2023 | RSU/PSU | RSUs vest 2/21/2024–2026; PSUs vest 2/21/2026 |
| 2/20/2024 | RSU/PSU | RSUs vest 2/20/2025–2027; PSUs vest 2/20/2027 |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 86%; engagement indicated support for program, with increased focus on financial measures for 2025 .
Risk Indicators & Red Flags
- Dual Chair/CEO mitigated by strong LID and committee structure .
- HSE: 2024 fatality; Safe Days below target—culture/safety execution risk to monitor .
- Potential pay inflation risk if Value Creation Plan (one-time) not tightly governed .
- No hedging/pledging; no related-party transactions; no option repricing; no severance gross-ups—reduced governance risk .
Investment Implications
- Strong alignment: Large personal stake (5.23m shares; 1.2%) and stringent ownership/anti-hedging rules support shareholder alignment; majority at-risk comp with robust, quantifiable metrics (FCF, margin, TSR, ROIC) favors value creation continuity .
- Near-term technicals: Substantial vesting calendar (2025–2027) and 2024 vest value ($31.9m realized) could create episodic tax-withholding related flow, but hedging/pledging prohibited; watch Form 4s around vest dates for any selling pressure .
- Governance watch items: Combined Chair/CEO and the proposed one-time Value Creation Plan merit monitoring; say-on-pay at 86% suggests constructive but not unqualified investor support—engagement outcome on 2025 policy will be informative .
- Execution track record: Multi-year outperformance (PSU 200% for 2022–2024; TSR outperformance vs peers/OSX) and improved balance sheet (investment grade; net cash by Q4-2024) reinforce management credibility; 2025 guidance to return ≥70% of free cash flow underscores shareholder-friendly posture .