Justin Rounce
TechnipFMCAbout Justin Rounce
Executive Vice President and Chief Technology Officer (CTO) at TechnipFMC (FTI); age 58; serving as EVP & CTO since 2018, per his initial Section 16 filing on appointment . Under the leadership team that includes Rounce, TechnipFMC delivered 2024 revenue of $9,083.3 million, Adjusted EBITDA margin of 15.2%, and free cash flow of $679.4 million, while inbound orders reached $11.6 billion and TSR outperformed peers and the OSX index in 2024, evidencing strong execution on margin and cash conversion levers . His 2024 objectives included completing a non-core divestiture, accelerating technology development and digital initiatives, launching first New Energy projects, and driving engineering, supply chain, and manufacturing execution—aligned with company performance metrics used in incentive plans (Adjusted EBITDA margin, free cash flow, sustainability, and individual scorecards) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TechnipFMC plc | EVP & Chief Technology Officer | 2018–present | Led divestment of Measurement Solutions; advanced core/new-energy technologies; expanded digital; oversaw engineering, supply chain, manufacturing; updated long-term strategies/partnerships |
External Roles
- No external public company directorships or outside roles disclosed for Rounce in TechnipFMC’s proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $600,000 | $630,000 | $675,000 (7.1% YoY increase) |
| Target Bonus (% of Base) | 100% | 100% | 100% |
| Actual Annual Bonus Paid (USD) | $726,000 | $992,250 | $1,053,000 |
Performance Compensation
Annual Bonus Framework and 2024 Outcomes
| Metric | Weight | Threshold | Target | Max | 2024 Result | 2024 Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 25% | 13.0% | 14.5% | 16.0% | 15.2% | 146% |
| Free Cash Flow | 25% | $300m | $430m | $700m | $679m | 192% |
| 2024–2026 Sustainability Scorecard | 25% | — | — | — | Year One achieved “just above target” | 115% |
| Individual Performance (API) | 25% | — | — | — | Average NEO rating | 170% |
- 2025 change: financial measures weight increases to 70% (Adjusted EBITDA margin + FCF), individual performance to 30%; Sustainability metrics embedded in API (no longer standalone) .
Long-Term Incentives (LTI) – Design and 2024 Grants
| Component | Grant Date | Weight of LTI | Units (Target) | Vesting | Performance/Notes |
|---|---|---|---|---|---|
| RSUs | 2/20/2024 | 30% | 30,806 | Ratable, 1/3 on 2/20/2025, 2/20/2026, 2/20/2027 | Time-based alignment; value at vest driven by share price |
| PSUs – Relative TSR | 2/20/2024 | 35% (of total LTI) | 35,941 target; 71,882 max | Cliff on 2/20/2027 (2024–2026 cycle) | Payout 0–200% vs peer group; capped at target if absolute TSR negative |
| PSUs – ROIC | 2/20/2024 | 35% (of total LTI) | 35,940 target; 71,880 max | Cliff on 2/20/2027 (2024–2026 cycle) | 3-year ROIC; targets disclosed post-period |
- 2022 PSU cycle payout: For 2022–2024, both Relative TSR and ROIC achieved above maximum, yielding 200% payout; vesting approved Feb 2025 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Justin Rounce | 763,904 | ~0.18% (763,904 / 420,571,563) | Includes 81,286 options exercisable within 60 days and 388,325 gross RSUs/PSUs vesting within 60 days |
- Executive ownership policy: CEO 6x salary; CFO 5x; other executive officers (incl. CTO) 3x; all executives met their ownership and retention requirements in 2024 .
Outstanding Awards and Near-Term Vesting (supply overhang)
| Award Type | Grant | Units Unvested/Unearned at 12/31/2024 | Market/Payout Value at $28.94 | Vesting Dates |
|---|---|---|---|---|
| RSUs | 2022 | 68,527 | Included in $1,983,171 aggregate RSU value | Vested 3/8/2025 |
| RSUs | 2023 | 27,116 | Included in $1,983,171 aggregate RSU value | 2/21/2025; 2/21/2026 (remaining tranches) |
| RSUs | 2024 | 30,806 | Included in $1,983,171 aggregate RSU value | 2/20/2025; 2/20/2026; 2/20/2027 |
| PSUs (TSR/ROIC) | 2022 | 159,899 | $4,627,477 | 3/8/2025 |
| PSUs (TSR/ROIC) | 2023 | 94,432 | $2,732,862 | 2/21/2026 |
| PSUs (TSR/ROIC) | 2024 | 71,881 | $2,080,236 | 2/20/2027 |
- Options: 81,286 options (3/8/2019) exercisable at $16.47; expiration 3/8/2029 . Hedging and pledging of company stock are prohibited under policy .
Recent Vesting/Realizations
| 2024 Stock Awards Vested | Shares Acquired on Vesting | Value Realized |
|---|---|---|
| RSUs + 2021 PSUs (net) | 337,393 | $7,600,030 |
Employment Terms
Severance and Change-in-Control (CIC)
- General severance (without cause): 18 months of base salary plus target annual incentive; pro‑rated target bonus for year of termination; 18 months continuation of health/welfare benefits; outplacement and financial/tax assistance; subject to non‑disclosure, non‑compete, and non‑solicit covenants; no tax gross‑ups; equity treated per plan terms .
- CIC protection (double trigger within 24 months): For Rounce (non‑CEO/CFO), 2x base salary and 2x the greater of target bonus or 3‑year average; pro‑rated target bonus; 24 months of benefits; accelerated vesting of all outstanding equity (PSUs at target); “best‑after‑tax” 280G cutback; no gross‑ups .
Performance & Track Record
Individual execution highlights
- 2024: Completed Measurement Solutions divestment; advanced technology across businesses; supported first New Energy projects; led digital expansion; drove engineering, supply chain, manufacturing execution; updated long-term strategies and alliances; progressed simplification/standardization/industrialization .
- 2023: Led proposed Measurement Solutions divestment; technology development; engineering/supply chain/manufacturing performance; co-led long-term strategy/alliances; drove industrialization/transformation .
Company-level outcomes relevant to incentives
- 2024 financials: Revenue $9,083.3m; Adjusted EBITDA margin 15.2%; free cash flow $679.4m .
- Commercial momentum: 2024 inbound orders $11.6b (backlog growth) .
- TSR: Company TSR outperformed both peer groups and OSX in 2024 .
- Safety context: 2024 included a workplace fatality and shortfall vs Safe Days target (referenced in CEO API assessment) .
Compensation Structure Analysis
- Strong pay-for-performance design: Majority at-risk; PSUs (70% of LTI) tied to Relative TSR and ROIC with a cap at target if absolute TSR is negative; clawback policy enforced; no option repricing; hedging/pledging prohibited .
- 2025 recalibration: Increased weighting of financials in annual bonus to 70% and API to 30%—tightening near-term cash/margin focus; sustainability remains embedded via API .
- Incremental upside proposal: A one-time “Value Creation Plan” added to prospective Directors’ Remuneration Policy to further align incentives with sustained value creation, subject to shareholder approval .
Equity Ownership & Alignment
- Ownership guideline: 3x base salary for executive officers (incl. CTO); all executives met ownership/retention requirements in 2024 .
- No pledging or hedging permitted, reducing alignment risk .
- 2025 near-term award releases (Mar/Feb) from 2022/2023/2024 grants may create mechanical sell pressure around vesting dates; large PSU component remains performance‑contingent through 2026–2027 .
Employment Terms
- Executive Severance Agreements renewed in Jan 2024 with no expiration; double-trigger CIC mechanics reaffirmed (multiples and benefits as above) .
- Related covenants: Non‑disclosure, non‑compete, and non‑solicitation apply under severance guidelines (duration not specified in proxy) .
Investment Implications
- Pay-for-performance is robust: High PSU weighting (TSR/ROIC) and stronger 2025 financial weighting should keep incentives aligned with margin expansion, cash generation, and shareholder returns—positive for capital discipline and TSR continuity .
- Retention risk is mitigated by multi-year unvested PSUs and RSUs and double-trigger CIC protection; however, concentrated vesting windows in 1Q–1Q+ (Feb–Mar) could produce episodic insider selling pressure as awards vest/settle .
- Governance risk is low: No pledging/hedging, clawback policy, no tax gross-ups, no option repricing, and strong say‑on‑pay support (86%) indicate healthy shareholder alignment and compensation oversight .
- Execution watch items: Safety outcomes (fatality) underscore operational risk; continued delivery on FCF, backlog conversion, and ROIC is critical given incentive metrics and the proposed Value Creation Plan .