Thierry Conti

About Thierry Conti

Thierry Conti (age 41) serves as President, Surface Technologies at TechnipFMC and has been a named executive officer (NEO) since 2023 . 2024 objectives emphasized expanding in the Middle East, optimizing North American footprint and portfolio, renewing key contracts, and delivering segment cash flow and Adjusted EBITDA margin; similar themes were set in 2023 . Company performance context during his NEO tenure: 2024 Adjusted EBITDA Margin 15.2% and Net Income $842.9M; pay design links cash incentives to Adjusted EBITDA Margin, Free Cash Flow, and a Sustainability Scorecard (BPI 75%) plus individual goals (API 25%); 2024 payouts were BPI 151% and API average 170% .

Past Roles

External Roles

• Not disclosed in the company’s proxy statements reviewed .

Fixed Compensation

• 2024 “All Other Compensation” for Conti totaled $326,335, including 401(k)/SRP $44,161.83, security services $1,046.27, car allowance $12,000, life insurance $167.40, spousal travel $38,730.24, and expatriate allowances/benefits $230,229.45 .

Performance Compensation

Annual Cash Incentive (Design and 2024 outcomes)

Long-Term Equity Incentives (Structure)

• Vehicles: PSUs (50% Relative TSR, 50% ROIC) with three-year cliff vesting; RSUs with three-year ratable vesting (policy moved to graded vesting in 2023) .
• PSU payouts range 0–200%; TSR component capped at target if absolute TSR is negative .

Recent Grants to Conti (Plan-Based Awards)

PSU Performance Results (All NEOs, company-level)

Equity Ownership & Alignment

• Beneficial ownership (as of Mar 3, 2025): 122,798 shares (<1% of class) .
• Near-term vesting over 60 days (as of Mar 3, 2025): 88,535 gross RSUs/PSUs; stock options exercisable within 60 days: 0 .
• Outstanding awards at FY2024 year-end:
  • 3/8/2022 grant: RSUs 13,135 ($380,127); PSUs 13,134 ($380,098) .
  • 5/1/2022 grant: RSUs 8,670 ($250,910); PSUs 20,231 ($585,485) .
  • 2/21/2023 grant: RSUs 8,070 ($233,546); PSUs 28,104 ($813,330) .
  • 2/20/2024 grant: RSUs 10,268 ($297,156); PSUs 23,960 ($693,402) .
  • Company currently does not grant new stock options/SARs; Conti shows no options outstanding in the 2024 year-end table .

Ownership Policies and Pledging/Hedging

• Executive stock ownership guidelines: CEO 6x base, CFO 5x, other executive officers 3x; five years to comply with 20% per year pro-rata; all executives met requirements in 2024 . 2023 policy similarly required 3x for other executives and confirmed compliance .
• Retention: Executives may not sell, gift, or transfer Company securities until meeting their ownership requirements; must maintain compliance after any transaction . (Earlier formulation required retaining 50% of net shares until compliance) .
• Hedging and pledging of Company securities are prohibited under the insider trading policy .
• Clawback policy applies to cash and equity tied to financial measures and certain misconduct; allows cancellation and recovery of compensation .

Employment Terms

• 2023 comparator values for context: CIC total $4,301,687; involuntary not CIC total $1,416,500 .
• Governance features: No single-trigger CIC vesting; no tax gross-ups on severance; clawback policy in place .

Compensation Committee & Peer Benchmarking

• Peer group targeting: compensation levels referenced to market median; holistic adjustments based on experience, performance, and contribution .
• 2024 peer group added Flowserve Corporation to the prior set (AECOM, Jacobs, APA, KBR, Baker Hughes, NOV, ChampionX, Oceaneering, Chart Industries, Quanta, Devon, SLB, Dover, Transocean, Valmont, Fluor, Weatherford, Halliburton) .
• Independent advisors: FW Cook through July 2024; Pearl Meyer from August 2024; no conflicts noted .

Performance & Track Record (Context)

• Company-wide PSU results mirrored these gains: 2021–2023 TSR payout at 200%; 2022–2024 PSU cycle also paid at 200% on TSR and ROIC .

Investment Implications

• Pay-for-performance alignment: A significant share of Conti’s target compensation is at risk via BPI/API annual cash incentives and PSUs split evenly between TSR and ROIC, with three-year cliff vesting supporting long-term value creation . 2024 BPI/API payout levels (151%/170%) and 200% PSU payouts on recent cycles indicate strong corporate performance linkage; a proposed Value Creation Plan (subject to shareholder approval) could further increase performance-levered upside for executives .
• Ownership/retention risk: Conti complies with 3x salary ownership requirements and is subject to strict retention and anti-hedging/pledging policies, reinforcing alignment and lowering hedging/pledging risk; robust clawback adds downside accountability . His expatriate allowances in 2024 ($230,229) highlight a globally mobile role supporting strategic markets (e.g., Middle East) .
• Vesting and potential selling pressure: As of March 3, 2025, 88,535 RSUs/PSUs were scheduled to vest within 60 days, which can create episodic liquidity needs (tax withholding) and potential selling pressure around vest dates; there are no options exercisable in that window . Standard retention/ownership rules may limit discretionary sales until guidelines are maintained .
• Downside/CIC economics: Conti’s severance equals 18 months (non‑CIC) and 24 months (CIC) of base plus target bonus, with equity acceleration at target under CIC—material but moderate relative to peers, balancing retention with shareholder protections (no tax gross-ups; no single-trigger vesting) .

Overall, Conti’s incentives are tightly tethered to cash flow, margin, TSR, and ROIC, with multi-year vesting and stringent ownership/anti-hedging rules reinforcing long-horizon alignment. Near-term vesting volume bears monitoring for short-term supply, but corporate policies mitigate structural misalignment risk. **[1681459_0001681459-25-000068_fti-20250314.htm:41]** **[1681459_0001681459-25-000068_fti-20250314.htm:55]** **[1681459_0001681459-25-000068_fti-20250314.htm:62]** **[1681459_0001681459-25-000068_fti-20250314.htm:79]**