Dear Fellow Shareholder:

I am pleased to invite you to join me, our Board of Directors, executive officers, associates and other shareholders at Flowserve’s 2022 Annual Meeting of Shareholders. The attached Notice of 2022 Annual Meeting of Shareholders and Proxy Statement, which we are providing to shareholders beginning on March 31, 2022, contain details of the business to be conducted at the meeting.

Our Performance in 2021

Flowserve made progress on several fronts in 2021 despite being a year of continued challenges, not just for Flowserve but for the global economy as a whole. Notwithstanding headwinds caused by the ongoing COVID-19 pandemic, supply chain disruption, and labor shortages in various markets around the world, we were able to deliver strong bookings, capitalize on the ongoing recovery in our aftermarket business, and support a growing range of customers on their energy transition journey.

During 2021, we saw a significant increase in bookings year over year, with our aftermarket business leading the recovery with bookings of $2.0B in 2021. Additionally, our free cash flow conversion to adjusted earnings was greater than 100 percent for the second consecutive year, enhancing our returns through the cycle.

In addition, we were encouraged throughout the year to see increasing project awards in energy transition. I believe Flowserve is uniquely positioned to capitalize on the flow control aspect of decarbonization, where today our products and services can be utilized in many aspects of our customers’ carbon reduction efforts. We are excited about our ability to support our customers through their energy transition journey and have confidence in our broad product offering to deliver increased energy efficiency, cost savings and carbon reduction for our customers while being an important long-term growth driver for our business.

2021 Highlights include:

Generated positive free cash flow in each quarter for first time in 15 years			Improved bookings 10.6% year-over-year
I am pleased to invite you to join me, our Board of Directors, executive officers, associates and other shareholders at Flowserve’s 2021 Annual Meeting of Shareholders. The attached Notice of 2021 Annual Meeting of Shareholders and Proxy Statement, which we are providing to shareholders beginning on April 9, 2021, contain details of the business to be conducted at the meeting.
Our PerformanceLaunched Leadership in 2020
2020 was a year of significant challenges, not just for Flowserve but for the global economy as a whole. Despite the significant progress made in 2019, the onset of the COVID-19 pandemic, compounded by volatility in oil and gas prices, have had a significant impact on our end markets, our business and our financial performance. These impacts have only heightened the importance of continuing our Flowserve 2.0 TransformationMotion training program and accelerated the need to adapt our long-term strategy. The most significant area of focus in 2020 was keeping our people safe from the COVID-19 pandemic while performing our essential operations in order to keep critical infrastructure and industries operating, including oil and gas, water, chemical, power generation and other essential industries, such as food and beverage and healthcare. Our associates rose to the challenges presented by the COVID-19 pandemic, adapting to new policies and procedures to keep our facilities safe, adjusting to work-from-home practices, and improving hygiene and sanitation for those who have continued to keep our manufacturing facilities running, which is evidence of just how deeply our associates are committed to the Flowserve mission, values and behaviors. With bookings down 19.5% in the wake of these unprecedented challenges, our aggressive cost-saving actions combined with the process improvements implemented as part of the Flowserve 2.0 transformation allowed us to nonetheless achieve solid results in revenue, operating income, and earnings per share in light of the pressures faced by Flowserve and the broader economy in 2020.
2020 highlights include:

Bolstered balance sheet by refinancing debt structure and generated strong free cash flow

Safety improvements resulted in record low total recordable incident rate.

Reaffirmed our commitment to Diversity, Equity & Inclusion

Announced aggressive carbon

Recognized as one of Newsweek’s emissions reduction target “Most Responsible Companies in America”

More than 20 commercial launches of new, redesigned or upgraded products

Our Business StrategyNew RedRaven IoT platform monitoring over 1,000 instrumented assets

While 2020 was a challenging year for Flowserve and for our customers, through the commitment and dedication of our associates, combined with the positive impact of our transformation efforts, we are increasingly optimistic for the opportunities that lie ahead in 2021 and beyond. During 2021, we will continue our focus on cash conversion, financial returns and managing margin performance as we continue to navigate the ongoing pandemic, vaccine rollout and return to infrastructure investment and increased energy demands. We believe Flowserve is well positioned to win in the recovery and create long-term value for our shareholders and other stakeholders.

Shareholder Feedback

Flowserve’s Board and senior leadership continue to be encouraged by the positive feedback we have received about the clarity of information we provide through our proxy statement. We are continually reviewing ways to enhance the information in our public disclosures and will continue to do so based on your feedback. Your vote is very important to us and to our business. Prior to the meeting, I encourage you to sign and return your proxy card, or use telephone or Internet voting, so that your shares will be represented and voted at the meeting. You can find instructions on how to vote beginning on page 74. Thank you in advance for voting and for your continued support of Flowserve.

R. Scott Rowe, President and CEO

Our Business Strategy

While 2021 presented several headwinds for Flowserve and for our customers, we believe that through the commitment and dedication of our associates, our strong backlog and our growth strategy, we are well positioned to capitalize on the continued recovery in our end markets during 2022 and beyond.

During 2022, we will focus on our 3D growth strategy of Diversify, Decarbonize, and Digitize as we drive our technology and product development efforts to target new and attractive market growth opportunities, while supporting our existing customers’ efficiency and decarbonization efforts. We believe Flowserve is well positioned to capitalize on what we see as an improving growth environment and create long-term value for our shareholders and other stakeholders.

Shareholder Feedback

Flowserve’s Board and senior leadership continue to be encouraged by the positive feedback we have received about the clarity of information we provide through our proxy statement. We are continually reviewing ways to enhance the information in our public disclosures and will continue to do so based on your feedback. Your vote is very important to us and to our business. Prior to the meeting, I encourage you to sign and return your proxy card, or use telephone or Internet voting, so that your shares will be represented and voted at the meeting. You can find instructions on how to vote beginning on page 77.

Thank you in advance for voting and for your continued support of Flowserve.

R. Scott Rowe, President and CEO

Notice of 20212022 Annual
Meeting of Shareholders

When: Thursday, May 20, 202112, 2022 at 11:30 a.m. CDT

Where: Online at www.virtualshareholdermeeting.com/FLS2021www.virtualshareholdermeeting. com/FLS2022

We are pleased to invite you to join our Board of Directors and senior leadership at Flowserve’s 20212022 Annual Meeting of Shareholders. The Governor of2022 Annual Meeting will be held online only and will begin at 11:30 AM CDT on May 12, 2022. We will hold the State of New York has issued several temporary executive orders permitting New York corporations to hold virtual only shareholder meetings in light of the COVID-19 pandemic. In addition, on March 17, 2021, the New York State Legislature approved amendments to New York law that, if signed by the Governor, would permit New York corporations to hold virtual-only shareholder meetings this year.

As such, we intend to hold the2022 Annual Meeting solely by means of remote communications with no in-person location if permitted by New York law or executive order as of the date oflocation. You can attend the Annual Meeting. In the event a solely virtual meeting is not permitted as of such date, we may provide a venue for an in-person annual meeting, in addition to virtual participation. In that case, we will notify our shareholders in advance on our website (ir.flowserve.com)Meeting and by issuing a press release and filing it as additional proxy materials with the Securities and Exchange Commission and on www.proxyvote.com.vote online at www.virtualshareholdermeeting.com/FLS2022.

20212022 Proposals		Board Vote Recommendation		Page Reference (for more detail)
1	Elect the 109 directors named in the proxy statement	For	✔	Page 1214
2	Approve, on an advisory basis, the Company’s executive compensation	For	✔	Page 6164
3	Ratify the appointment of PricewaterhouseCoopers as our independent auditor for 20212022	For	✔	Page 6869
4	ManagementShareholder Proposal to Amend the Company’s Restated Certificate of IncorporationReduce Threshold to Delete Article Tenth Regarding Supermajority Approval of Business Combinations with Certain Interested PartiesCall a Special Shareholder Meeting	For✔Against	✘	Page 7173

Shareholders will also transact any other business that is properly brought before the Annual Meeting.

RecordDate: Shareholders of record of the Company’s common stock, par value $1.25 per share, at the close of business on March 26, 202116, 2022 are entitled to notice of and to vote at the Annual Meeting.

AttendingtheMeetingVirtually: To participate in the meeting, including to vote or to ask questions during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/FLS2021,FLS2022, and log in using the 16-digit control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you do not receive a 16-digit control number, consultyour shares are held in street name and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. You may need to requestOtherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” from your broker in advance of the meeting in order to be able to attend, participate online. in or vote at the annual meeting.

For additional related information, please refer to the disclosure beginning on Page 7677 in the enclosed proxy statement. The proxy statement and 20202021 annual report to shareholders and any other proxy materials are available at www.proxyvote.comwww.proxyvote.com.

Yourvoteisveryimportant. Whether or not you plan to attend the Annual Meeting online, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described to the right on this page. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote online at www.virtualshareholdermeeting.com/FLS2021.FLS2022.

By order of the Board of Directors,

Lanesha T. Minnix
SeniorVicePresident,ChiefLegalOfficerandCorporateSecretary

PROXY SUMMARYProxy Summary

This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find additional information in the proxy statement.

Board Nominees (Page 12)14)

ROGER L. FIX	R. SCOTT ROWE	SUJEET CHAND
DAVID E. ROBERTS Independent Chairman Age: 6761 Director since 20062011 Committees: * Other Public Company Boards: 2None	R. SCOTT ROWE President & CEO, Flowserve Age: 5051 Director since 2017 Committees: None Other Public Company Boards: None	SUJEET CHAND Independent Age: 6364 Director since 2019 Committees:
●●	●
Other Public Company Boards: 12
RUBY R. CHANDY	GAYLA J. DELLY			JOHN R. FRIEDERY
Independent Age: 5960 Director since 2017 Committees:		Independent★● Age: 61 Director since 2008 Committees:		Independent Age: 64 Director since 2007 Committees:
★	●	●	●	★	●
Other Public Company Boards: 2		GAYLA J. DELLY Independent Age: 62 Director since 2008 Committees: ● ● Other Public Company Boards: 2	JOHN R. FRIEDERY Independent Age: 65 Director since 2007 Committees: ★● Other Public Company Boards: None
JOHN L. GARRISON	MICHAEL C. MCMURRAY		DAVID E. ROBERTS
Independent Age: 6061 Director since 2018 Committees:		Independent★● Age: 56 Director since 2018 Committees:		Independent Age: 60 Director since 2011 Committees:
●	●	★	●	★	●
Other Public Company Boards: 1		MICHAEL C. MCMURRAY Independent Age: 57 Director since 2018 Committees: ★● Other Public Company Boards: None	CARLYN R. TAYLOR Independent Age: 53 Director since 2020 Committees: ●● Other Public Company Boards: None
CARLYN R. TAYLOR
Independent★ Age: 52 Director since 2020 Committees:
●			●
Other Public Company Boards: None
Chair ● Audit Committee ●Corporate Governance and Nominating Committee ● Finance and Risk Committee ● Organization and Compensation Committee * As Chairman of the Board, Mr. FixRoberts rotates between committee meetings and serves as an alternate committee member for all committees, as needed.

20212022 PROXY STATEMENT      2

Executive Officers (Page 26)29)

	Name and Position	Age	Since	Previous Position
	R.ScottRowe President, CEO and Director	5051	April 2017	President — Cameron Group, Schlumberger Ltd.
	ElizabethL.Burger Senior VP and Chief Human Resources Officer	5051	April 2018	SVP and Chief Human Resources Officer, Hanesbrands, Inc.
	SanjayK.ChowbeyLamar L. Duhon President, Aftermarket Services & Solutions	5351	July 2019January 2022	Vice President, Subcom Business Unit TE ConnectivitySperry Drilling Halliburton
	KeithE.Gillespie Senior VP and Chief Sales Officer	5556	May 2015	Managing Director, AlixPartners LLC
	LaneshaT.Minnix Senior VP, Chief Legal Officer and Corporate Secretary	4647	June 2018	SVP and General Counsel, BMC Stock Holdings, Inc.
	TamaraM.Morytko President, Flowserve Pumps Division	5051	September 2020	Chief Operating Officer, Norsk Titanium
	AmyB.Schwetz Senior VP and Chief Financial Officer	4647	February 2020	EVP and Chief Financial Officer, Peabody
	ScottK.Vopni Vice President, Chief Accounting Officer	5253	June 2020	SVP — Finance, Chief Accounting Officer, Dean Foods Co.
	KirkR.Wilson President, President, Flow Control Division	5455	July 2019	Flowserve President, Aftermarket Services & Solutions

20212022 PROXY STATEMENT      3

Executive Compensation Highlights (Page 29)32)

Compensation Philosophy and Principles

	ATTRACT & RETAIN	Attract and retain high-quality and high-performance leaders with a passion for driving high performance, as well as our purpose, values, behaviors and achieving extraordinary business outcomes
	REINFORCE OUR STRATEGY	Align our incentive programs with our vision and key business strategies with a healthy balance between short and long-term rewardsstrategy
	COMPETITIVE AND MARKET-BASED	Maintain a market-based strategycompensation program that provides a competitive total target compensation opportunity approximating the market median
	ALIGN PAY ANDWITH PERFORMANCE	Provide incentive programs that reward short-termshort- and long-term performance leading to shareholder value growth and appropriatewithout undue risk taking
	ALIGN PAY WITH SHAREHOLDERS	Provide that a majority of total compensation is ‘at risk’tied to performance and/or stock price and is aligned with shareholder interests

Pay for Performance Alignment

Our annual incentive program paid out at 74.8% of target opportunity on the corporate metrics, as follows:

20212022 PROXY STATEMENT      4

2019 Performance Stock Units (PSUs) tied to 2019-2021 performance paid out at 33.3% of target.

20202021 Executive Total Compensation Mix

The majority of the total target compensation provided to our Named Executive Officers is ‘at risk’ and aligned with our compensation philosophy and principals to drive shareholder value creation.

20212022 PROXY STATEMENT      5

Table of Contents

20212022 PROXY STATEMENT      6

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THIS IS FLOWSERVE 2.0
TRANSFORMATION —

Our Purpose, Values and Behaviors

InAround the second quarterworld, Flowserve is striving to fulfill our purpose – to create extraordinary flow control solutions to make the world better for everyone. To help solve the biggest flow-control challenges, customers worldwide rely on the product lines, engineering, project management, and service expertise of 2018, we launched and committed resources to our Flowserve 2.0 Transformation,that dates back more than 200 years. We have developed a program designed to transform our business model to drive operational excellence, reduce complexity, accelerate growth, improve organizational health and better leverage our existing global platform. A significant launching point for our Flowserve 2.0 Transformation was to putstrategy on a foundation in place for our organization by establishing our purpose andof six core values. In 2019, we expanded this foundation to include our seven behaviors. Our purpose, values and seven key behaviors were all created by a cross-functional, global groupthat are at the root of employees.everything we do as an organization in pursuit of this purpose.

20212022 PROXY STATEMENT      7

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THIS IS FLOWSERVE 2.0
TRANSFORMATION —

Our Focus3D Growth Strategy

We have approached the Flowserve 2.0 TransformationOur strategy of supporting energy transition through our efforts to Diversify, Decarbonize, and Digitize – our 3D Growth Strategy – supports and aligns directly with a focus on four key areas that are integral to our success — People, Process & Technology, Customer, and Finance.purpose.

	PeopleDiversify The most significant focus areaToday, Flowserve is meaningfully levered to oil and gas in 2020 was working to keep our people safe from COVID-19 while performing essential operations. During 2020, safety improved to a record low total recordable incident rate ranking Flowserve among top decile for safety among manufacturing companies. Additionally, based on the resultseach of our annual employee engagement survey, employee engagement modestly increaseddivisions. We have decades, if not centuries, of experience and expertise serving other infrastructure markets within flow control. Our goal now is to aggressively re-engage our offerings with market participants in 2020 despiteareas like water, specialty chemical and other general industries where we maintain strong capabilities, and to support our customers’ energy transition efforts across industries. While we remain fully committed to supporting our oil and gas customers today and into the challenges presented by COVID-19 andfuture, our Diversify strategy is focused on increasing our exposure to the subsequent market volatility. We reaffirmed our commitment to diversity, equity and inclusion and strengthened our leadership team with minimal organizational disruption with the hiringend markets offering long-term outsized growth potential. As an example of our new CFO and Presidentsuccessful Diversification approach, Flowserve SIHI-brand vacuum pumps were recently deployed in one of our Flowserve Pumps Division.the world’s largest producers of thin film photo voltaic solar panel modules for solar energy production, enabling over 11 gigawatts of clean power generation.
	Process&Technology Our globalized operations leverage our common processes and systems. We continue to make progress in our technology delivery and product innovation. During 2020, we improved upon our ZeroDefect quality program, manufacturing planning and Flowserve Lean Systems to increase productivity and first pass yield. We also continued to focus on innovation, including product enhancements and design to value product development in order to provide our customers with high quality, cost-effective product solutions, resulting in the launch of 21 new products in 2020.
	CustomerDecarbonize We recognize that governments and corporations around the globe are committedincreasingly focused on addressing the effects of climate change and implementing efforts to providing qualityreduce greenhouse gas emissions. In addition to our own efforts to reduce carbon emissions in our operations, many of our current products and services can be utilized in many aspects of our customers’ carbon reduction efforts. In addition, we believe that through continued technology investment and new product development, our capture rate of this expanding opportunity will continue to grow. Our new Energy Advantage program provides offerings to help customers’ energy transition efforts in three key areas – energy efficiency, carbon reduction, and operational cost mitigation. As an example of our decarbonization strategy, Flowserve was recently selected as the sole supplier of flare gas recovery systems for five U.S. Gulf coast petrochemical facilities. These systems will reduce toxic volatile organic compounds in the air by an estimated 5,600 tons annually.
	Digitize Digitize represents our focus on digital growth driven by our RedRaven internet-of-things, or IoT, platform. While still in its infancy after launching a year ago, we have been encouraged by the demonstrated capabilities of this offering and acceptance among our customers. We have significant aftermarket capabilities to serve ournow support over 40 customers across industries and geographies, and we are leveraging the breadtha diverse set of applications, including over 1,000 instrumented assets providing nearly 10,000 ongoing data signals. Our goal is to digitize as much of our portfolio of mission-critical productsexisting installed base and new original equipment as possible and convert the RedRaven solution to deliver pure-play options and provide enhanceda profitable recurring revenue stream. Feedback from early adopting customers is already validating the value to our customers. These capabilities were especially importantcustomers of the recurring expense. Recently, in 2020 as our products were used by customerssupport of a customer’s desire to continue to deliver essential productsreduce unpredictable maintenance and servicesdowntime, RedRaven detected certain upset conditions in this customer’s boiler pump, alerting them well in advance and preventing potentially catastrophic damage to the world. For example, we have suppliedpump and are continuing to supply mechanical mixer seals, ball values and pumps to support North American and European production of a COVID-19 vaccine.
	Finance Despite the market and COVID-19 headwinds faced in 2020 that led to a decrease in bookings, we were able to produce solid results in revenue, operating income, and earnings per share. We took swift action following the onset of the pandemic to reduce SG&A expenses, capital expenditures and other discretionary spending in the second quarter and bolster our balance sheet by refinancing our debt structure in the third quarter of 2020. These efforts, among others, helped to maintain strong free cash flow and end the year with approximately $1.1 billion in cash.costly unplanned downtime.

20212022 PROXY STATEMENT      8

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CORPORATE SOCIAL RESPONSIBILITYTHIS IS FLOWSERVE

Corporate Social Responsibility

Our Sustainability ProgramESG Programs & Initiatives

Guided by our values, we aim to create extraordinary flow control solutions to make the world better for everyone. One of the ways we strive to make the world a better place is through our commitment to environmental, social and governance (ESG) issues, both in our own operations as well asand in the operations of our suppliers and our customers who rely on our products to improve the world around us.

We operate throughOur governance practices that are consistent with our high standards of ethics, integrity and transparency in all our stakeholder relationships, including attracting and retaining world-class leadership talent by investing in their professional development and providing them with challenging and rewarding opportunities for personal growth, obtainingpromoting high standards of corporate citizenship by protecting the health and safety of our employees, and safeguardingworking to safeguard the environment and communities where we do business. With executive-level participation and Board oversight of the program, sustainability hasour programs and initiatives, ESG issues have top-down support and isare a company-wide priority.

During 2020,2021, in an effort to increase transparency for our stakeholders regarding our sustainability program, we published our 2019 Sustainability2020 ESG Report with the SASB Industrial Machinery and Goods Reporting Standard, and the TCFD Reporting Format.Format, and the GRI Reporting Index.

ProtectingSustainable OperationsthePlanet Flowserve is committed to reducing the Company’sour environmental footprint and delivering environmentally responsible solutions that help customers become more sustainable in the marketplace. For example, in furtherance of reducing our own environmental footprint, Flowserve has recently installed solar photovoltaic systems in three facilities with multiple other sustainability systems under consideration globally. We do thissupport our customers sustainable operations by providing our customers with innovative and high-quality products, which reduce emissions, minimize leaks and enhance efficiency. For example, our customers have used our products across the world in the development of carbon capture technology, concentrated solar power projects and flare gas recovery.   In 2020,2021, we set ancontinued to make progress toward our ambitious target to reduce carbon emission intensity by 40% by 2030, using 2015 as a baseline. Through our energy transition product offerings, we are also able to help our customers reduce their own carbon emissions. We also signedwere recently recognized by our customer with The Chemours Supplier Award, which recognizes suppliers that distinguish themselves through quality, innovation, and sustainability improvements. With the WASH Pledge, committing to implement access to safe water, sanitation and hygiene in allpublication of our facilities2020 ESG Report in 2021, we continued our practice of reporting in accordance with the SASB standard, in addition to adding TCFD and GRI-related disclosures, responses to encouragethe CDP Climate Change questionnaire, and a discussion of our supply chainalignment with the United Nations Sustainable Development Goals, all in an effort to further enhance the transparency of our ESG efforts and communities to do the same.

ValuingOurPeople We live our values through programs like safety week, integrity & compliance week, providing enterprise leadership development and empowerment training, investing in research and development, and committing to improved diversity, equity and inclusion.results.   During 2020,For more information on our “people first” philosophy droveESG programs and initiatives, please see our response toESG Report accessible through our website at www.flowserve.com under the COVID-19 pandemic, as we developed a comprehensive pandemic response plan“ESG—Corporate Sustainability” caption, which is not incorporated by reference into this proxy statement. Statements regarding our ESG-related goals are not guarantees or promises that included safety precautions to prevent spread and contact tracing procedures to isolate affected personnel. We implemented a work from home policy for all associates who were able to do so to promote the safety of all employees. We continue to diligently monitor the local and global impacts of the virus and continue to keep our employees informed of critical updates and changes on an internal website dedicated to the COVID-19 pandemic. Additionally, we continue to make operating decisions that prioritize the safety of our people.those goals will be met.

20212022 PROXY STATEMENT      9

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PromotingOperationalExcellence Our executive leadership, together with our Boardpeople are at the heart of Directors, createsFlowserve and provide vital flow control products and services to keep the operating structure, establishes strategic direction and develops a roadmap of risks and opportunities facing Flowserve. With that foundation, the entire Flowserve team diligently implements the strategic plan, seizing opportunity to build value through efficiency and continuous improvement. As part of our strategy, in 2020 we launchedworld running. Our TargetZero a program that unifies our goals and initiatives to further drive operational excellence and continuous improvement by striving for zeroacross Flowserve. TargetZero focuses on increasing awareness and operational improvements in the areas of accidents, defects, delays, emissions and waste. It offers a comprehensive approach to enhance the impact of our safety, quality, supply chain and environmental efforts to deliver unmatched value to our customers and supplier partners. In 2021, our TargetZero safety program continued to be an industry leader in total recordable incident rates.

Integrity & Compliance Flowserve’s compliance program focuses on five pillars: Culture, Speaking Up, Strategy, Accountability and Risk Management. These pillars guide us in enhancing our compliance program, so we continue our commitment to uphold the highest ethical standards. We promote a culture of integrity with our associates through a variety of means, such as our Integrity Champions (associates selected from local sites who are empowered and responsible for raising integrity awareness and delivering training), Integrity Insiders (monthly communications that provide all associates with practical guidance on navigating ethical issues), and our annual global Integrity & Compliance Week (when we celebrate our culture of integrity and build associate engagement by featuring programming designed to highlight resources, raise awareness, and provide guidance on navigating ethical dilemmas).

2022 PROXY STATEMENT      10

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Diversity, Equity & Inclusion Embracing differences is a core aspect of our People value at Flowserve. We seek to build a diverse and inclusive culture through our Diversity, Equity and Inclusion program. Each year, we celebrate the diversity of our associate population by recognizing Pride Month, Black History Month, Asian Pacific Islander American Heritage Month, International Women’s Day, Veterans’ Day and more. During these months, associates participate in events both locally with team members where they work and live, as well as globally with feature speakers broadcast to our locations around the world. In addition, in 2021 management received education and training on unconscious bias and leading with inclusivity. With these programs and educational opportunities, we hope to foster an employee culture that drives inclusion, combats bias and positively impacts our communities in and outside Flowserve. Additionally, we have improved diversity across Flowserve from the board of directors and the executive leadership team to the general associate population. Through our efforts we were named among the top companies in Forbes’ “World’s Top Female Friendly Companies” rankings.

2022 PROXY STATEMENT      11

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Our Global Community Impact Program

SupportingourCommunity Throughout our history and across the organization, our associates have donated their time, skills and efforts to charitable causes within their communities. Long before the creation of Flowserve’s purpose, values and behaviors, our people have demonstrated a natural desire to help those who are at-risk, less fortunate and victims of situations beyond their control. Flowserve Cares issupports our communities through monetary donations and also by providing our people with time off to volunteer for local organizations and causes that they care about. In 2019, we formally launched our global community impact program, that takes a global approachFlowserve Cares, which empowers associates to the way we serve our communities, including throughrequest company support for community programs and needs. Flowserve Cares incorporates monetary donations, in-kind contributions and volunteerism supporting local organizationsvolunteer opportunities to help make meaningful impacts in the communities where our associates and customers live and work. Flowserve Cares focuses onThe programs selected for grants reflect a wide range of needs that align with Flowserve’s core support areas: at-risk youth, STEM programs and education, disaster recovery, and local community-relatedcommunity issues.   In additionRecently, Flowserve Cares teamed up with Social Impakt to these programsdeliver clean water filtration in Bali and focus areas, our associates around the globe responded toease financial hardships stemming from the COVID-19 pandemic by helpingpandemic. Providing ceramic water filters helped to improve access to clean drinking waters in theirrural communities. For example, inAdditionally, Flowserve Cares partnered with the United Way to distribute thousands of relief supplies for COVID-19 across Coimbatore, India, our associates distributed over 2,000 “family kits” to residents of the community near our facility, providing food, medicine and safety equipment to approximately 10,000 people. In Bangalore, and Chennai, India, in partnership with other charitable organizations, our associates helped to distribute family kits, hygiene kids,all communities where Flowserve employees live and other personal protective equipment to thousands of residents. In Bali, we also partnered with Social Impakt to distribute ceramic water filters to residents of Bali, Indonesia in order to help ease the impact of COVID-19 in two communities especially hard hit by COVID-19.work.

20212022 PROXY STATEMENT      10    12

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Engagement with Shareholders

Flowserve routinely engages with our shareholders to better understand their views, carefully considering the feedback we receive and taking action when appropriate. We review the results of the annual advisory vote on executive compensation in making determinations about the structure of Flowserve’s pay program, orand whether any changes to the program should be considered.

In 2019, as a resultthe fall of the majority shareholder vote in favor of adopting written consent,2021, we proactively reached out to shareholders representing approximately 80% of our outstanding shares to offer them the opportunity to discuss the voteour ESG program with our Chairman and receivedmembers of management and to solicit feedback from our shareholders on the implementationour ESG and compensation practices. Three of written consent. Thethose shareholders, representing approximately 22% of our outstanding shares, engaged with us and the feedback we received from those shareholders was positive and has been and continues to be carefully considered by management and incorporated into the changes proposed inBoard as we further develop our 2020 proxy to implement the right of shareholders to act by less than unanimous written consent. Promptly following the approval of this proposal by almost 90% of the outstanding shares at our 2020 Annual Meeting, we amended our Certificate of IncorporationESG strategy and By-Laws to implement this right for our shareholders.compensation practices.

As in other areas of our business during 2020, theThe COVID-19 pandemic hadcontinued to have a significant impact on our shareholder outreach efforts. On the one hand, the principal negative impact was that we engaged in less in-person interaction with shareholders as work-from-home policies were implemented around the globe. On the other hand, the COVID-19 pandemic had a positive impact on our ability to reach more of ourmeet with shareholders in person, as a result of the widespread adoption of virtual meetings. During 2020,many industry conferences and other engagement opportunities during 2021 continued to be conducted virtually. However, this allowed members of management, were ableincluding our CEO and CFO, to participate and present in more electronic investor conferences and meetings in 2021 than in pastthe several years prior to the onset of the COVID-19 pandemic due to the absence of travel. Fortunately, in February 2020 before the pandemic limited our ability to travel, our Chief Executive Officer was able to meet with five of our top shareholders in person. Thereafter, once the financial community adopted virtual conferences and meetings, we were able to provide our shareholders with even more access to our chief executive officer and chief financial officer.

As a result, members of our executive management team were able to interact with more of our shareholders than in previous years. Additionally,In total, our CEO or CFO participated in fiveeight investor conferences during the year. We value the views and perspectives that our shareholders and the financial community provide us during these interactions, and we formally communicate the information and feedback that we obtain to the Board and its Committees on a regular basis.

20212022 PROXY STATEMENT      11    13

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PROPOSAL ONE:
ELECTION OF DIRECTORS

The Company’s Board of Directors (the “Board”) currently consists of ten directors. Roger L. Fix is approaching the Board’s retirement age and is therefore not nominated for reelection at the Annual Meeting. The Board thanks Mr. Fix for his dedicated service to the Company, including his previous leadership as Independent Chairman.

All the director nominees listed below were previously elected by shareholders at the 20202021 Annual Meeting. Upon Mr. Fix’s retirement at the Annual Meeting, other than Carlyn R. Taylor, who was appointed to the Board in August 2020. Thewill reduce the number of directors to nine. Accordingly, the Board has nominated all ten existingnine directors to serve a one-year term until the 2022 Annual Meeting2023 annual meeting of shareholders or until their successors have been elected and qualified. Biographical information for each nominee is provided below under the heading “Board of Directors—Biographical Information—Nominees to Serve an Annual Term Expiring at the 20222023 Annual Meeting of Shareholders.” In addition to the ten director nominees listed below, during 2020, two board members, Joe E. Harlan and Rick J. Mills, served on our Board until our 2020 Annual Meeting, when Mr. Mills retired from the Board and Mr. Harlan decided not to stand for re-election to the Board.

Required Vote and Recommendation:

The table below summarizes the key qualifications and areas of expertise that led our Board to nominate these individuals.

	Manufacturing/ Operations		Industry/Product Knowledge		Multinational Operations		Financial/Accounting		Product Innovation/R&D
	Energy/Alternative Energy Markets		Supply Chain		HR/Talent Development		Mergers & Acquisitions		Corporate Strategy/ Governance

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Board of Directors — Biographical Information

Nominees to Serve an Annual Term Expiring at the 20222023 Annual Meeting of Shareholders

	Manufacturing/ Operations		Industry/Product Knowledge		Multinational Operations		Financial/Accounting		Product Innovation/R&D
	Energy/Alternative Energy Markets		Supply Chain		HR/Talent Development		Mergers & Acquisitions		Corporate Strategy/ Governance

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	Manufacturing/ Operations		Industry/Product Knowledge		Multinational Operations		Financial/Accounting		Product Innovation/R&D
	Energy/Alternative Energy Markets		Supply Chain		HR/Talent Development		Mergers & Acquisitions		Corporate Strategy/ Governance

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	Manufacturing/ Operations		Industry/Product Knowledge		Multinational Operations		Financial/Accounting		Product Innovation/R&D
	Energy/Alternative Energy Markets		Supply Chain		HR/Talent Development		Mergers & Acquisitions		Corporate Strategy/ Governance

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	Manufacturing/ Operations		Industry/Product Knowledge		Multinational Operations		Financial/Accounting		Product Innovation/R&D
	Energy/Alternative Energy Markets		Supply Chain		HR/Talent Development		Mergers & Acquisitions		Corporate Strategy/ Governance

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	Manufacturing/ Operations		Industry/Product Knowledge		Multinational Operations		Financial/Accounting		Product Innovation/R&D
	Energy/Alternative Energy Markets		Supply Chain		HR/Talent Development		Mergers & Acquisitions		Corporate Strategy/ Governance

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THE BOARD AND COMMITTEES

Role of the Board; Corporate Governance Matters

The Board oversees the CEO and other senior management in the competent and ethical operation of the Company on a day-to-day basis and to help confirm that our shareholders’ best interests are served. In its efforts to satisfy this duty, our Board has adopted Corporate Governance Guidelines (“Guidelines”). Our Guidelines, as well as other corporate governance documents, such as the Company’s Code of Conduct for employees and directors and an additional Code of Ethics for directors, are available on the Company’s website at www.flowserve.comir.flowserve.com under the “Investors—Corporate Governance”“Corporate Governance—Documents & Charters” caption. The table below highlights some of the Company’s investor friendly governance practices.

The Board, through the CG&N Committee, regularly reviews developments in corporate governance and best practices and modifies the Guidelines, committee charters and key practices as necessary. For example, given the increasing importance of ESG matters to our long-term strategy and to our shareholders, we recently amended the charter of the CG&N Committee to specifically provide for oversight over our ESG programs and initiatives.

The Board also works with management to develop the Company’s long-term strategy. The Board dedicates one full meeting per year solely to our long-term strategy, in which the Board receives updates from management and discusses the progress made, challenges encountered and future plans to continue implementing our strategic priorities. At each quarterly meeting of the Board, management also provides additional updates on our strategic priorities based on particular focus areas, including our business platforms, culture and organizational health, regulatory and legal risk, operations, and climate change and sustainability.

Our approximately 16,000 associates around the globalglobe are a critical component of our ability to execute on our strategy. Accordingly, the Board continually monitors and assesses our human capital management, principally in the areas of workplace health and safety, employee engagement, compensation and benefits and training, development and ethics. Each year, our associates complete an annual ethics training on our Code of Conduct and participate in “Integrity & Compliance Week” and “Safety Week” to help further emphasize the ongoing training that our associates receive. We also conduct annual employee engagement surveys to solicit feedback and input directly from our associates and, based on the results of our surveys, management and the Board work together to create additional action plans as appropriate.

Board Operations

Board Leadership Structure and Risk Oversight

We have separated the positions of Chairman of the Board and CEO since 2005. David E. Roberts, who succeeded Roger L. Fix as the Company’s current Non-Executive Chairman of the Board in May 2021, presides over the meetings of the Board, including executive sessions of the Board where only non-employee directors are present. HeAmong the wide range of other duties as Chairman of the Board, he reviews and approves the agendas for Board meetings, among his other duties as Chairmanpresides over meetings and executive sessions of the Board.Board of Directors, briefs the CEO on issues and concerns arising in the executive sessions of the Board, facilitates communication between the independent directors and management, coordinates periodic Board input and review of management’s strategic plan for the Community, and leads the Board’s review of the succession plan for the CEO and other key executives. He also serves as an alternate member for all Board committees. Mr. Fixcommittees, and strives to attend as many committee meetings as possible. More information on what is expected of our Non-Executive Chairman can be found on the investor relations portion of our website at

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ir.flowserve.com under the heading “Investors—Corporate Governance—Documents & Charters—Role and Responsibilities of Non-Executive Chairman of the Board.”

We believe that separating the positions of Chairman of the Board and CEO is appropriate for the Company at this time because it places an independent director in a position of leadership on the Board.Board and allows the Chairman to focus on oversight of corporate governance matters, while enabling our CEO to focus on leading the Company and managing the business on a day-to-day basis. We believe this independent leadership and the Non-Executive Chairman’s authority to call meetings of the non-employee directors adds value to our shareholders by facilitating a more efficient exercise of the Board’s fiduciary duties and best enables the Board to effectively manage our businesses, risks, opportunities and affairs in the best interests of our shareholders.

We also believe the Non-Executive Chairman further enhances independent oversight by being responsible for establishing the Board’s annual schedule and collaborating with the CEO on the agendas for all Board meetings. The separation of Chairman and CEO also allows the Non-Executive Chairman to provide support and advice to the CEO, reinforcing the reporting relationship and accountability of the CEO to the Board. In addition, each of the members of the Board actively participate in overseeing management including by actively participating in each Board and Committee meeting held throughout the year.

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Back to ContentsRisk Oversight

The Board and its Committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board. The Board and its Committees oversee senior management’s policies and procedures in assessing and addressing risk areas that fall within the scope of the Board’s and the Committees’ respective areas of oversight responsibility, as further detailed in the Board Committees section below. The Board and management frequently discuss the long-term strategy of the Company. The Board is regularly informed through Committee reports of each Committee’s activities in overseeing risk management.

Meeting Attendance

Boardmeetings. meetings

There were 13nine meetings of the Board during the year ended December 31, 2020.2021. Executive sessions of non-employee directors are normally held at each regular Board meeting and are presided over by our independent Chairman of the Board, or, in the Chairman’s absence, by the Chairman of the CG&N Committee. During the year ended December 31, 2020,2021, each Director nominee attended at least 92%100% of the total number of meetings of the Board and at least 86% of eachthe total number of meetings of the Board committees on which he or she served while he or she has been a director or committee member.

Shareholdermeetings. meetings

Board members are expected to attend the Company’s Annual Meetings of shareholders. All ten directors then-serving were in attendance at the 2020 Annual Meeting other than Joe E. Harlan, who did not stand for re-election at the 2020Company’s 2021 Annual Meeting.

Communicating with the Board

Shareholders and other interested parties may communicate with the Board directly by writing to: Non-Executive Chairman of the Board, c/o Flowserve’s Corporate Secretary, Flowserve Corporation, 5215 N. O’Connor Blvd., Suite 2300,700, Irving, Texas 75039. All such communications will be delivered to our chairman. These communications are reviewed by the Corporate Secretary to determine whether it is appropriate for presentation to the Board or such director. The purpose of this screening is to avoid having the Board consider irrelevant or inappropriate communications (such as advertisements, solicitations, and product inquiries). All relevant communications are then delivered to our Chairman.

Board Composition

What We Look For in Directors

The identification and evaluation of director candidates begins with the Guidelines, which establish the criteria for Board membership. As a starting point under the Guidelines, all prospective Board members must, for example, adhere to the

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highest standards of integrity and ethics, exercise diligent and constructive oversight of the Company’s business, risk profile and strategy, demonstrate relevant and successful career experience, display a global business perspective, and possess the time to responsibly perform all director duties and effectively represent the interests of the shareholders. In addition, we believe that Board members should have varied professional expertise in areas relevant to the Company. In this regard, our director nominees bring a wide array of qualifications, skills and attributes to our Board of Directors that support its oversight role on behalf of the shareholders. The table on page 1214 summarizes the key qualifications and areas of experience that led our Board to nominate these individuals.

The Guidelines further articulate the Board’s firm belief that the Board’s members should also have a diversity of backgrounds, which we view holistically. In evaluating diversity of backgrounds, the Board considers individual qualities and attributes, such as educational background, professional skills, business experience and cultural viewpoint, as well as more categorical diversity metrics, such as race, age, gender and nationality. This consideration is implemented through the selection process for director nominees, and the Board assesses its effectiveness in promoting diversity through an annual self-assessment process that solicits feedback concerning the appropriateness of the Board’s diversity, among other critical performance factors.

The Board also perodically reviews the tenure of each Board member, at least on an annual basis. We strive to maintain an appropriate balance of age and tenure on the Board with a mix of directors who have a long and deep understanding of our business and directors who bring new and fresh skills, perspectives and experience to the Board. In line with this philosophy, since 2017 we have added five new directors to our Board.

Director Recruitment Process

The CG&N Committee considers various potential director candidates who may come to the attention of the CG&N Committee through current Board members, professional search firms, shareholders or other persons. The CG&N Committee generally retains a national executive-recruiting firm to research, screen and contact potential candidates regarding their interest in serving on the Board, although the CG&N Committee may also use less formal recruiting methods. Carlyn R. Taylor was recommended to the Board by a third-party search firm. All identified candidates, including shareholder-recommended candidates, are evaluated by the CG&N Committee using generally the same

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methods and criteria, although those methods and criteria may vary from time to time depending on the CG&N Committee’s assessment of the Company’s needs and current situation.

Director Evaluation Process

We believe that a robust Board evaluation and feedback process helps to promote the effectiveness of our Board and Committees and encourages our Board members, individually and collectively, to continually improve in their roles and responsibilities. Our Board evaluation process is led by an independent member of the Board, the Chair of the CG&N Committee, who engages independent external advisors each year to assist in compiling the results of the evaluations submitted by the members of the Board and to provide additional perspective on effectively responding to the evaluations and feedback received.

Our annual evaluation process typically begins with a self-assessment in which each independent member of the Board provides a performance rating for a series of questions in several key categories, including the structure, process and resources of the Board, effectiveness of the Committees of the Board, and management of the Company. The self-evaluation concludes with several open-ended questions in order to encourage members of the Board to freely discuss their own performance, priorities for the upcoming year, and any other comments that the applicable member of the Board deems important.

Each independent member of the Board is also required to complete a peer evaluation of each other independent member of the Board (other than the Chairman, who is evaluated separately), which solicits feedback on how.

Alternatively, for 2021, the applicable director adds valueChair of the CG&N Committee engaged a third-party consulting service to provide training to the Board on board best practices as well as to conduct the Board’s self-evaluation and its Committees, whatpeer evaluation process for 2021. With facilitation from the applicable director could do to increase effectiveness,third-party consultant, the Board engaged in a robust process consisting of self- and any other commentary that the evaluating memberpeer evaluations, interviews on strengths and weaknesses of the Board, deems pertinent. In 2020, due to the unique challenges presented by the COVID-19 pandemicits committees, and the necessity to hold meetings by video conference instead of in person, the peer evaluation process was temporarily changed to take into account the impact of the pandemic.its and their members, and workshops and training on board development, best practices, and behaviors.

Each member of the Board is also required to complete a Chairman evaluation to provide feedback on the performance and contributions of the Chairman of the Board. The Chairman evaluation requires each member of the Board to rate the Chairman’s performance in a dozen key areas and also provides an opportunity to provide open feedback on the performance of the Chairman of the Board.

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Each member of the Board is also required to complete an evaluation of our Chief Executive Officer’s performance. While our Chief Executive Officer is a member of the Board, his evaluation is focused on his performance as a member of management and not as a member of the Board.

Once the Chairman and Chief Executive Officer evaluations arewere complete for 2021, the results arewere compiled by an independent external advisor, anonymized, (other than for the self-evaluation), and provided to the CG&N Chair, who then conducts individual interviews with members ofdiscussed the Board in advance of the Board’s February meetings. The results of the process are discussed bywith the CG&N Committee, and the full Board, at their February meeting and were considered by the CG&N Committee and the Board when setting CEO compensation and engaging in director recruitment, director development, strategy, and governance.

Director Independence

We believeThe Guidelines make clear that all members of the Board (other than our CEO) should be independent under the New York Stock Exchange (“NYSE”) listing standards. Under these standards, only those directors whoas well as under the independence standards further established by the Board within the Guidelines. To be “independent” a director must have no material relationship (whether commercial, industrial, banking, consulting, accounting, legal, charitable or familial, excluding their present directorship) with the Company (except in his or her roleany of its consolidated subsidiaries, either director, or as a director) are deemed independent. Thepartner, shareholder or officer of an organization that has a relationship with the Company.

Under these standards, the Board has determined that each of Roger L. Fix,David E. Roberts, Sujeet Chand, Ruby R. Chandy, Gayla J. Delly, John R. Friedery, John L. Garrison, Michael C. McMurray, David E. Roberts, and Carlyn R. Taylor (all of our current directors other than R. Scott Rowe, the Company’s President and Chief Executive Officer) meet the independence standards set forth in the NYSE corporate governance listing standards. In addition, Joe E. Harlan and Rick J. Mills, each of whom served as a director until our 2020 Annual Meeting, were independentthe Board determined that Roger L. Fix, who was not nominated for reelection due to the proximity to his retirement, met the independence standards set forth in the NYSE corporate governance listing standards during the period they servedhis service on the Board.Board since the Company’s last Annual Meeting.

How Shareholders Can Recommend a Candidate

A shareholder desiring to recommend a candidate for election to the Board should submit a written notice, as required by the Company’s By-Laws, including the candidate’s name and qualifications, to our Corporate Secretary, who will refer the recommendation to the CG&N Committee. The CG&N Committee may require any shareholder-recommended candidate to furnish such other information as may reasonably be required to determine the eligibility of such

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recommended candidate or to assist in evaluating the recommended candidate, including a Director and Officer Questionnaire.

Under the proxy access provisions of our By-Laws, eligible shareholders and/or shareholder groups also are permitted to include shareholder-nominated director candidates in our proxy materials. Additional details about the requirements for including shareholder-nominated director candidates in our proxy materials are set forth under “General Voting and Meeting Information—Shareholder Proposals and Nominations” below.

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Board Committees

The Board maintains an Audit Committee, a Finance and Risk Committee (“F&R Committee”), a Corporate Governance and Nominating Committee, and an Organization and Compensation Committee (“O&C Committee”). Only independent directors are eligible to serve on Board committees. Each committee has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities and is governed by a written charter, which is available on the investor relations portion of the Company’s website at www.flowserve.comir.flowserve.com under the “Investors—Corporate“Corporate Governance—Documents & Charters” caption.

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Oversight of the Executive Compensation Program

Our executive compensation program is administered by the O&C Committee. Consistent with the NYSE corporate governance listing standards, the O&C Committee is composed entirely of independent, non-employee members of the Board. In addition, the Non-Executive Chairman of the Board generally attends the meetings of the O&C Committee.

As reflected in its charter, the O&C Committee has overall responsibility for setting the compensation for our CEO, which is approved by the full Board, and for approving the compensation of our other executive officers, including the other Named Executive Officers. The O&C Committee is also charged with overseeing the organizational design of the Company, including the development and retention of management.

The O&C Committee is also responsible for reviewing the management succession plan and for recommending changes in director compensation to the CG&N Committee and to the Board. On matters pertaining to director compensation, the O&C Committee also receives data and advice from F.W. Cook. The O&C Committee periodically reviews the organizational design, management development plans and managerial capabilities of the Company. The O&C Committee also prepares and issues the Organization and Compensation Committee Report included in this proxy statement.

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The O&C Committee’s process of reviewing the executive compensation program and setting compensation levels for our Named Executive Officers involves several components. During the first quarter of each year, the O&C Committee reviews each Named Executive Officer’s total compensation. The O&C Committee members also meet regularly with the Named Executive Officers at various times during the year, both formally within Board meetings and informally outside of Board meetings, which allows the O&C Committee to assess directly each Named Executive Officer’s performance. The O&C Committee also solicits input from all non-employee members of the Board as to the CEO’s performance during the year.

The O&C Committee generally considers the results of the CG&N Committee’s process for reviewing the CEO’s performance with all independent Board members. The CG&N Committee’s process includes the independent Board members individually and collectively presenting their assessment of the CEO’s performance, as well as the CEO presenting his self-assessment of his performance. The O&C Committee uses these results when determining the CEO’s recommended compensation, which is subject to the independent Board members’ approval.

In addition, the CEO annually presents an evaluation of each other Named Executive Officer’s performance to the O&C Committee, which includes a review of each officer’s contributions over the past year, and his or her strengths, weaknesses, development plans and succession potential. The CEO also presents compensation recommendations for each Named Executive Officer for the O&C Committee’s consideration. Following this presentation and a benchmarking review for pay, the O&C Committee makes its own assessments and formulates compensation amounts for each Named Executive Officer with respect to each of the elements in the Company’s executive compensation program as described below.

Independent Compensation Consultant

The O&C Committee has the authority to retain outside advisors as it deems appropriate. The O&C Committee has engaged F.W. Cook as its compensation consultant to provide advice and information. F.W. Cook has assisted and advised the O&C Committee on all aspects of our executive compensation program, and they provide no other services to the Company. The services they provide include:

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Director Compensation

20202021 Director Compensation Program

ProgramOverview. Overview

Our director compensation program is established by the Board after review of data prepared by the O&C Committee’s independent consultant regarding competitive director compensation levels for peer companies and the Company’s compensation peer group, which is discussed under “Executive Compensation.” In 2020,2021, our non-employee director compensation program consisted of the following:

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Additionally, non-employee directors are also eligible to receive special additional compensation when performing certain special services. The Board has set a compensatory rate of $3,500 per day for such services, though no compensation was paid for this purpose in 2020.2021.

CompensationDeferral. Deferral

Directors may elect to defer all or a portion of their annual cash and equity compensation. The annual cash compensation may be deferred in the form of cash or in phantom shares, which reflect an equivalent value of Company common stock. Compensation deferred in the form of cash accrues interest at rates that do not exceed market rates or constitute preferential earnings. If a director elects to defer cash compensation in the form of phantom shares, the director receives a 15% premium on the amount deferred.

EquityCompensation. Compensation

The equity portion of non-employee director compensation is granted on the date of the Annual Meeting of shareholders in the form of restricted stock. The restricted shares have voting rights and fully vest after the earlierearliest of one year from the date of grant, the termination of the director’s service due to death or disability or a change in control.

In May 2020,2021, after several years of no increases in recognition of the unfolding COVID-19 pandemic,compensation, the Board approved a change to their equity compensation for 20202021 by reducingincreasing the size of the annual equity grant to a number of shares that the Board would have received had the grant been made at the same time that equity grants were made to members of management on February 20, 2020, prior to the date on which the COVID-19 pandemic began to have a material impact on the U.S. economy and the trading price of companies listed on the NYSE. On February 20, 2020, the date on which the Company made its annual equity grant to members of management, the price per share of the Company’s common stock was $47.56, and on May 22, 2020, the date on which the Company made its annual equity grant to the Board, the price per share of the Company’s common stock was $25.20. By approving the annual equity grant to members of the Board in an amount equal to the number of shares that would have been granted at the stock price on February 20, 2020, the dollar value of the annual equity grant to Board members was reduced from the target of $125,000 to $66,225.60.

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StockOwnershipGuidelines. Under our stock ownership guidelines, all non-employee directors must own shares of Company common stockbring total director compensation more in line with a value of at least five times his or her annual cash retainer (currently $425,000) by his or her fifth anniversary of Board service. If the stock ownership requirement is not met, the director will receive all future Board compensation in the form of Company common stock until the requirement is satisfied. For 2020,market median.

Stock Ownership Guidelines Under our stock ownership guidelines, all non-employee directors must own shares of Company common stock with a value of at least five times his or her annual cash retainer (currently $425,000) by his or her fifth anniversary of Board service. If the stock ownership requirement is not met, the director will receive all future Board compensation in the form of Company common stock until the requirement is satisfied. For 2021, all non-employee directors met their stock ownership requirements.

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The following table sets forth our non-employee director compensation for 2020.2021. Mr. Rowe did not receive any compensation for his service as a director. His compensation is set forth below under “Executive Compensation—Summary Compensation Table.”

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EXECUTIVE OFFICERS

R. Scott Rowe

President, CEO and Director since: April 2017 Age: 5051

• FlowserveCorporation | President, Chief Executive Officer, Director (2017 – Present) • CameronGroupofSchlumbergerLtd, anoilfieldservicescompany | President (2016 – 2017) • CameronInternationalCorporation, anoilfieldservicescompany | President, Chief Executive Officer (2015 – 2016) • CameronInternationalCorporation | President, Chief Operating Officer (2014 – 2015) • OneSubsea, ajointventureestablishedbyCameronandSchlumberger | Chief Executive Officer (2014 – 2014) • SubseaSystems, adivisionofCameron | President (2012 – 2014) • CameronInternationalCorporation | President of the Engineered and Process Valves division (2010 – 2012)

Elizabeth L. Burger

SVP, CHRO since: April 2018 Age: 5051

• FlowserveCorporation | Senior Vice President and Chief Human Resources Officer (2018 – Present) • HanesBrands,Inc., aglobalmanufacturerandmarketerofeverydaybasicapparel | Chief Human Resources Officer (2013—(2013 – 2017) • MonsantoCompany, aglobalprovideroftechnologysolutionsandagriculturalproducts | Senior Vice President, Global Business Operations (2007 – 2013) • MonsantoCompany | Vice President, Corporate HR (2006 – 2007) • MonsantoCompany | Vice President, Compensation (2005 – 2006) • MonsantoCompany | Various leadership roles (1995 – 2005)

Sanjay K. ChowbeyLamar L. Duhon

President,AMSS since: July 2019January 2022 Age: 5351

• FlowserveCorporation | President, Aftermarket Services & Solutions (2019(2022 – Present) • LeanFocus,LLC,Halliburton Company, abusinesstransformationorganizationan energy products and service provider | General Manager (2018Vice President, Sperry Drilling (2016 – 2019)2021) • TEConnectivity,Ltd.Halliburton Company aglobaltechnologyconnectivityandsensorprovider| Vice President, SubCom business unit (2017Cementing (2015 – 2018)2016) • DanaherCorporation,Halliburton Company aglobalscienceandtechnologyinnovationcompany| Vice President, Thomson Industries, an industrial technology subsidiary of Danaher (2014Shell Global Account (2013 – 2017)2015) • DanaherCorporationHalliburton Company | Vice President, Hennessy IndustriesBusiness Development – Asia Pacific (2012 – 2013) • GilbarcoVeeder-Root,Inc.,Halliburton Company afuelingandenvironmentalsolutionscompany| Vice President and GeneralRegional Sales Manager, Commercial & Industrial Business UnitGulf of Mexico (2010 – 2012) • GilbarcoBaker Hughes, Inc.,Veeder-Root,Inc.a multinational oilfield services company| Vice President and General Manager, Services (2006Various leadership roles of increasing responsibility (1995 – 2010) • United States Marine Corps | Sergeant (E-5) (1988 – 1994)

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Keith E. Gillespie

SVP,CSO since: October 2016 Age: 5556

• FlowserveCorporation | Senior Vice President and Chief Sales Officer (2016 – Present) • FlowserveCorporation | Chief Strategy Officer (2015 – 2016) • AlixPartners,LLP, aconsultingcompanyfocusedonoperationalturnarounds | Managing Director (2002 – 2015) • i2Technologies, ahigh-techconsultingpractice | Vice President (1999 – 2001) • TenFoldCorporation, asoftwareandservicescompany | Senior Vice President (1999 – 2001) • McKinsey &Company, aglobalconsultingcompanyfocusedonchangemanagement | Senior Engagement Manager (1992 – 1997)

Lanesha T. Minnix

SVP,CLO since: June 2018 Age: 4647

• FlowserveCorporation | Senior Vice President and Chief Legal Officer (2018 – Present) • BMCStockHoldings,Inc., aleadingproviderofdiversifiedbuildingproductsandservices | Senior Vice President and General Counsel (2017 – 2018) • ABMIndustriesIncorporated, aFortune500facilitysolutionscompany | Vice President, Deputy General Counsel and Chief Compliance Officer (2012 – 2017) • ShellOilCompany, amultinationaloil &gascompany | Senior Legal Counsel (2007 – 2012) • SprintNextel, aglobaltelecommunicationscompany | Corporate Counsel (2004 – 2007) • K&LGatesLLP, agloballawfirm | Corporate Associate (2000 – 2004)

Tamara M. Morytko

President,FPD since: September 2020 Age: 5051

• FlowserveCorporation | President, Flowserve Pumps Division (2020 – Present) • NorskTitanium, amanufacturerofadvancedtitaniumcomponents | Chief Operating Officer (2018 – 2020) • OperationsandSupplyChainConsultant | (2017 – 2018) • BakerHughes, amultinationaloilfieldservicescompany | President, Asia Pacific Region (2016 – 2017) • BakerHughes | Vice President, North America Region (2013 – 2016) • BakerHughes | Vice President, Global Supply Chain (2010 – 2013) • Pratt&Whitney, aglobalaircraftenginemanufacturer | various roles of increasing responsibility (2006(1996 – 2010) • ArthurAndersenLLP, aglobalaccountingfirm | Senior Auditor (1992 – 1996)

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Amy Schwetz

SVP,CFO since: February 2020 Age: 4647

• FlowserveCorporation | Senior Vice President and Chief Financial Officer (2020 – Present) • PeabodyEnergy, aglobalpure-playcoalcompanyservingpowerandsteelcustomers | Executive Vice President and Chief Financial Officer (2015 – 2020). Peabody filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in April 2016. • PeabodyEnergy,Inc. | Senior Vice President, Finance & Administration – Australia (2013 – 2015) • PeabodyEnergy,Inc. | Senior Vice President, Finance & Administration – Americas (2012 – 2013) • PeabodyEnergy,Inc. | Vice President, Investor Relations (2011 – 2012) • PeabodyEnergy,Inc. | Vice President, Capital and Financial Planning (2009 – 2011) • PeabodyEnergy,Inc. | Various senior leadership roles (2005 – 2009) • Ernst &YoungLLP, aglobalaccountingfirm | Audit Manager (1997 – 2005)

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Scott K. Vopni

VP,CAO since: June 2020 Age: 5253

• FlowserveCorporation | Vice President, Chief Accounting Officer (2020 – Present) • DeanFoodsCo., afoodandbeveragecompany | Senior Vice President – Finance, Chief Accounting Officer (2010 – 2019). Dean Foods filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in November 2019. • DeanFoodsCo. | Interim Chief Financial Officer (2017 – 2018) • DeanFoodsCo. | Senior Vice President – Finance (2016 – 2017) • DeanFoodsCo. | Senior Vice President – Investor Relations (2015) • DeanFoodsCo. | Vice President – Controller (2008 – 2010)

Kirk Wilson

President,FCD since: July 2019 Age: 5455

• FlowserveCorporation | President, Flow Control Division (2019 – Present) • FlowserveCorporation | President, Aftermarket Services & Solutions (2015 – 2019) • FlowserveCorporation | President, Services & Solutions Operations (2012 – 2015) • FlowserveCorporation | Vice President and General Manager, Integrated Solutions Group (2008 – 2011) • FlowserveCorporation | Vice President, Marketing for Pump Division (2004 – 2008)

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and AnalysisCD&A describes the decisions made concerning the compensation of the Company’s Named Executive Officers (“CD&A”NEOs”), as shown below. It also describes our executive compensation guiding principles, and the pay program we provided2021 executive compensation outcomes as well as other attributes related to our Named Executive Officers (“NEOs”) for 2020.executive compensation governance policies.

Contents

Company Overview, Strategy and PerformanceExecutive Summary				Page 2932
Compensation Program Philosophy and Principles				Page 3238
Elements of the2021 Executive Compensation ProgramOutcomes				Page 3542
Compensation Governance Policies				Page 4953
Summary Compensation Table				Page 5256