Robert Gwin
TechnipFMCAbout Robert Gwin
Robert G. Gwin, age 61, has served as an independent director of TechnipFMC since 2023 and is a member of the Audit Committee. He was President of Anadarko Petroleum until its acquisition by Occidental in August 2019 and previously EVP, Finance and CFO at Anadarko (2009–2018). He also served as founding President & CEO of Western Gas Partners (2007–2010), chairman of Western Gas Partners and Western Gas Equity Partners (2009–2018), and a director of both entities (2007–2019). His core credentials include financial, risk management, and M&A expertise with significant operating experience in global energy markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anadarko Petroleum Corporation | President | Until Aug 2019 | Led operations of major independent E&P; post-merger with Occidental |
| Anadarko Petroleum Corporation | EVP, Finance and CFO | 2009–2018 | Finance leadership; capital allocation and risk management |
| Western Gas Partners, LP | Founding President & CEO | 2007–2010 | Built midstream platform; operational leadership |
| Western Gas Partners, LP; Western Gas Equity Partners, LP | Chairman of the Boards | 2009–2018 | Board oversight of midstream entities |
| Western Gas Partners, LP; Western Gas Equity Partners, LP | Director | 2007–2019 | Governance and strategic guidance |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crescent Energy Company | Director | Current | Not disclosed in proxy |
| Pembina Pipeline Corporation | Director | Formerly held in past 5 years | Not disclosed in proxy |
| Enable Midstream Partners | Director | Formerly held in past 5 years | Not disclosed in proxy |
Board Governance
- Committee assignment: Audit Committee member; Audit met 4 times in 2024 .
- Audit Committee remit includes oversight of financial reporting, internal controls, auditor independence and remuneration, compliance related to financial disclosures, liquidity, contract management, taxes/FX, insurance, and risks including cybersecurity and artificial intelligence; internal audit effectiveness; allegation hotline processes; and certain HSE metrics .
- Attendance: Each 2025 director nominee attended 100% of Board and respective committee meetings in 2024; Board met 4 times in 2024; all nominees attended the 2024 Annual Meeting .
- Independence: Board affirmed all non‑executive directors (including Gwin) are independent under NYSE standards; Audit and C&T Committees meet enhanced independence criteria; each Audit Committee member qualifies as an “audit committee financial expert” under SEC rules .
- Lead Independent Director: Claire S. Farley; independent Board oversight with regular executive sessions of independent directors .
- Related parties: No related‑person transactions >$120,000 since the beginning of 2024; ESG Committee oversees and approves any such transactions per policy .
- ERM: Board designates risk oversight across committees; Audit oversees AI and cybersecurity risks .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | Includes annual cash retainer and committee membership fees |
| Stock Awards (RSUs) | $185,000 | Valued using $19.72 grant‑date NYSE price (Feb 16, 2024) per ASC 718 |
| All Other Compensation | — | None for Gwin |
| Total | $300,000 | Sum of cash and equity |
- Director compensation structure includes cash retainers, committee membership fees, and additional fees for committee chairs and Lead Independent Director (not applicable to Gwin) .
Performance Compensation
| RSU Feature | Detail |
|---|---|
| Grant valuation basis | Closing price $19.72 on Feb 16, 2024 |
| Vesting & settlement | Annual RSU grant vests after 1 year; settlement in Ordinary Shares on director‑elected date (1–10 years post grant) or upon separation; pre‑2021 RSUs settle at separation |
| Forfeiture/accelerated vesting | RSUs forfeited if director leaves before vest; full vest upon death, disability, or change in control |
| Dividend equivalents | Accrue on RSUs if Company pays dividends |
| Outstanding RSUs (12/31/2024) | 22,912 total; 13,531 vested but not settled |
- Directors do not receive options; Company does not grant new stock options or similar option-like instruments currently .
Other Directorships & Interlocks
| External Entity | Relationship to FTI | Independence/Interlock Notes |
|---|---|---|
| Crescent Energy Company (current) | Upstream E&P; no specific FTI transactions disclosed | Board reviewed director‑associated company transactions; determined independence unaffected; Gwin not noted among directors with 2024 commercial relationships |
| Pembina Pipeline Corporation (former) | Midstream | No related‑person transactions >$120,000; independence affirmed |
| Enable Midstream Partners (former) | Midstream | No related‑person transactions >$120,000; independence affirmed |
- Compensation & Talent (C&T) Committee interlocks: No member has relationships requiring Item 404 disclosure; no cross‑board insider participation; enhanced independence satisfied .
Expertise & Qualifications
- Significant financial, risk management, and M&A expertise; management and operational experience as a senior executive in a major oil & gas company .
- Audit Committee financial-expert standard satisfied for all members; aligns with Gwin’s finance background .
- Board skills include finance/audit, strategy, risk management, sustainability/emerging technologies, cybersecurity .
Equity Ownership
| Holder | Shares | Percent of Class | Deferred/RSUs (vested but not settled) |
|---|---|---|---|
| Robert G. Gwin | 22,912 | <1% | 13,531 |
- Ownership calculation based on 420,571,563 Ordinary Shares outstanding as of March 3, 2025 .
- Director stock ownership guidelines: 5x annual cash retainer; Ordinary Shares and RSUs count; five years to achieve; all directors met requirements as of December 31, 2024 .
- Hedging and pledging prohibited for directors; insider trading policy bars speculative transactions (derivatives, short selling, options) and pledging/borrowing against shares .
Governance Assessment
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Board effectiveness: Strong attendance (100%), independent Audit membership, and financial‑expert qualification indicate engaged oversight; Audit remit spans AI/cybersecurity, enhancing risk control in emerging areas .
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Alignment & incentives: Balanced director pay mix (cash + RSUs), ownership requirements met, RSU vesting aligned with service and shareholder interests; no options granted, reducing risk of repricing red flags .
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Conflicts & related parties: No related‑person transactions >$120k; independence affirmed by Board; ESG Committee oversees conflict reviews and requires recusals for conflicts .
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Policy signals: Prohibition of hedging/pledging and robust clawback for executives; regular executive sessions and shareholder engagement demonstrate governance maturity .
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RED FLAGS: None identified. No attendance issues, no related‑party exposures, no hedging/pledging, and independence upheld .