Invitation to 2023 Annual Meeting of Shareholders

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words such as “could,” “should,” “can,” “continue,” “estimate,” “intent,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “project,” “predict,” “seek,” “confident” and “commit” or similar expressions. In particular, statements regarding our financial position, plans, strategies, objectives, prospects and expectations regarding our business, future operations, industry and market conditions are forward-looking statements. They reflect our current expectations, are subject to materials risks, uncertainties and other factors, many of which are outside of our control, and are not guarantees of performance and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, commitment, or expectation can or will be achieved, and speak only as of the date of this proxy statement. You should not rely unduly on forward-looking statements. Our business results are subject to a variety of risks and uncertainties, including those that are described in our 2022 Annual Report on Form 10-K and elsewhere in our filings with the Securities and Exchange Commission, any of which could cause actual plans or results to differ materially from those included in any forward-looking statements. If any of these considerations or risks materialize or intensify, our expectations (or underlying assumptions) may change and our performance may be adversely affected. Except as required by law, we undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statement or disclose any facts, events or circumstances that after the date hereof that may affect the accuracy of any forward-looking statement, whether as a result of new information, future events, changes in our expectations or otherwise.

	~~A-1~~
~~Under Section 807 of the Business Corporation Law~~ 2023 PROXY STATEMENT		7

~~2021 PROXY STATEMENT 6~~

InAround the ~~second quarter~~world, 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 230 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 and~~of six core ~~values. In 2019, we expanded this foundation to include our seven behaviors. Our purpose,~~ values and ~~behaviors were all created by a cross-functional, global group of employees.~~

~~2021 PROXY STATEMENT 7~~

~~FLOWSERVE 2.0~~
~~TRANSFORMATION —~~ ~~Our Focus~~

~~We have approached the Flowserve 2.0 Transformation with a focus on four~~seven key ~~areas~~behaviors that are ~~integral to our success — People, Process & Technology, Customer, and Finance.~~at the root of everything we do as an organization in pursuit of this purpose.

~~People~~

The most significant focus area 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 results of our annual employee engagement survey, employee engagement modestly increased in 2020 despite the challenges presented by COVID-19 and the subsequent market volatility. We reaffirmed our commitment to diversity, equity and inclusion and strengthened our leadership team with minimal organizational disruption with the hiring of our new CFO and President of our Flowserve Pumps Division.

2023 PROXY STATEMENT

Our strategy of supporting energy transition through our efforts to Diversify, Decarbonize, and Digitize – our 3D Growth Strategy – supports and aligns directly with our purpose.

~~Process~~Diversify

Today, Flowserve is meaningfully levered to oil and gas in each of our divisions. We have over 230 years of industry experience and expertise serving other infrastructure markets within flow control. Our goal now is to aggressively re-engage our offerings with market participants in areas 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 existing customers today and into the future, our Diversify strategy is focused on creating a more balanced portfolio based on cleaner sources of energy and increasing our exposure to the end markets offering long-term outsized growth potential.

One way we are advancing Diversification at Flowserve is deploying sustainable technology in seawater desalination applications. In 2022, Flowserve engaged with Collahuasi, operators of one of the largest copper mines in the world, to enable seawater desalination, water pumping and transport of supply water for their mining needs. Flowserve will supply 25 DMX pumps for the Water Impulse System from the Port Sector to the Cordillera Sector. Our pumps will be pivotal in helping preserve and care for the region’s natural resources.

&~~Technology~~Decarbonize

~~Our globalized~~We recognize that governments and corporations around the globe are increasingly focused on addressing the effects of climate change and implementing efforts to reduce greenhouse gas emissions. In addition to our own efforts to reduce carbon emissions in our operations, ~~leverage~~many of our ~~common processes~~current products and ~~systems. We~~services can be utilized in numerous 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 ~~make progress~~grow. With several technologies already available in LNG, hydrogen, carbon capture, renewables and others, Flowserve’s innovative portfolio of flow control solutions supports our ~~technology delivery~~new Energy Advantage program and ~~product innovation. During 2020,~~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 is supplying G4 sleeved plug valves to a leading China-based civil explosives company that traditionally develops products for industries like mining, water conservancy, and railway and highway construction. The customer will use the valves in the production of polybutylene adipate terephthalate (PBAT) – a chemical used in the manufacturing of biodegradable plastic products. In Flowserve’s support of this initiative, 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 provideare enabling our customers ~~with high quality, cost-effective product solutions, resulting in the launch of 21 new~~to manufacture products in ~~2020.~~a growing market that is environmentally friendly and sustainable for the future.


2023 PROXY STATEMENT		9

~~Customer~~Digitize

~~We are committed to providing quality products~~Digitize represents our focus on helping our customers digitize their operations, driven by our RedRaven internet-of-things, or IoT, suite of equipment monitoring and predictive maintenance services. Since the launch of RedRaven two years ago, we have been encouraged by the demonstrated capabilities of this offering and how it has helped us expand our services tocapabilities and form new relationships with our customers. We ~~have significant aftermarket capabilities to serve our customers~~now support over 50 customer sites across ~~industries and geographies,~~a diverse set of industry applications, and we ~~are leveraging the breadth~~have over 1,700 instrumented assets in 17 countries.

Our goal is to digitize as much of our ~~portfolio of mission-critical products~~existing installed base and new original equipment as possible and convert the RedRaven solution to ~~deliver pure-play options and provide enhanced~~a profitable recurring revenue stream. Feedback from adopting customers is validating the value to customers of the recurring expense. RedRaven technology digitizes our ~~customers. These capabilities were especially important~~customer experience with its ability to predict failures and avoid costly downtime in ~~2020~~critical applications, such as ~~our products were used by customers to continue to deliver essential products~~one of the largest water desalination plants in Oman. Our state-of-the-art predictive analytics are installed on 22 critical process pumps there, ensuring the equipment is not only operating safely, but also reducing carbon emissions and ~~services~~saving energy while providing clean drinking water to the ~~world. For example, we have supplied and are continuing to supply mechanical mixer seals, ball values and pumps to support North American and European production~~people of ~~a COVID-19 vaccine.~~Oman.

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~~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.

~~2021 PROXY STATEMENT 8~~

~~CORPORATE SOCIAL~~ ~~RESPONSIBILITY~~

Guided by our values, we aim to create extraordinary flow control solutions to make the world better for everyone. ~~One of the ways~~Our Purpose informs our Environmental, Social and Governance (ESG) vision as we strive to ~~make~~enable a clean energy future by advancing technologies that reduce climate impact, embed sustainability within our core operations and strengthen our purpose-driven culture. In 2022, we launched a more holistic approach to ESG at Flowserve that honors this vision and more closely aligns with our Diversification, Decarbonization and Digitization Strategy. Our ESG program is constructed around three key pillars: Climate, Culture and Core Responsibility. These pillars capture how we are committed to advancing ESG at Flowserve on our journey of making the world a better place is through our commitment to environmental, social and governance (ESG) issues, both in our own operations as well as in the operations of our customers who rely on our products to improve the world around us.

We operate through 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, obtaining high standards of corporate citizenship by protecting the health and safety of our employees, and safeguarding the environment and communities where we do business. With executive-level participation and Board oversight of the program, sustainability has top-down support and is a company-wide priority.everyone.

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

~~Protecting~~~~the~~~~Planet~~Climate

~~Flowserve is committed~~Climate captures the Environmental pillar of our ESG approach and outlines our commitment to ~~reducing the Company’s environmental footprint~~enabling a clean energy future for our operations and ~~delivering environmentally responsible solutions~~our customers.

We are dedicated to promoting our customers’ sustainability through product development, stewardship and innovation that ~~help customers become more sustainable in the marketplace.~~support energy efficiency, reduced emissions and digitization of operations. We ~~do this by providing~~have partnered with 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~~advancing sustainability in their operations through development of carbon capture technology, concentrated solar power ~~projects~~ and flare gas recovery. In 2022, we booked nearly $140 million in energy transition projects to drive renewable energy and help our customers reduce operations emissions, minimize lifecycle equipment costs, reduce maintenance requirements, and simplify equipment operation.

~~In 2020, we set an ambitious target~~We value our role as key partners to our customers in reaching their carbon reduction goals through energy transition but also remain focused on our own carbon reductions goals as well as part of our commitment to sustainability, Flowserve targets to reduce Scope 1 and Scope 2 carbon ~~emission~~ intensity by 40% by 2030, using 2015 as a ~~baseline.~~baseline year. Our goal is to reduce combined direct (Scope 1) and indirect (Scope 2) operating emissions of 29.4 Tonne CO2-equivalent (CO2e) per million USD dollars in annual sales revenue in 2015 to 17.4 Tonne CO2e or lower by 2030. We ~~also signed~~plan to meet this target through energy efficiency improvements, renewable energy project development and other measures to offset our greenhouse gas emissions. Our progress was supported in 2021 with the ~~WASH Pledge, committing~~completion of 46 energy efficiency projects, and initial construction of two renewable energy projects at facilities in Italy and China.

For more information on our ESG programs and initiatives, please see our ESG Report accessible through our website at https://www.flowserve.com under the “ESG” caption, which is not incorporated by reference into this proxy statement. Statements regarding our ESG-related goals are not guarantees or promises that those goals will be met.


2023 PROXY STATEMENT		11

Culture

Culture refers to ~~implement access~~the Social pillar of our strategy, rooted in our belief that the collective energy of our People set us apart. It defines our commitment to strengthening our values driven culture and investing in our communities through talent recruitment and engagement, diversity, equity and inclusion (DEI), workplace health and safety and employee wellbeing.

At Flowserve, our people are at the heart of providing vital flow control products and services to make the world better for everyone. Keeping our associates safe ~~water, sanitation and hygiene~~ in ~~all of~~ our facilities and ~~to encourage~~on customer sites is our ~~supply chain and communities to do the same.~~

~~Valuing~~~~Our~~~~People~~

~~We live our values through programs like safety week, integrity & compliance week, providing enterprise leadership development and empowerment training, investing~~primary driver in ~~research and development, and committing to improved diversity, equity and inclusion.~~

During 2020, our “people first” philosophy drove our response to the COVID-19 pandemic, as we developed a comprehensive pandemic response plan 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.

~~2021 PROXY STATEMENT 9~~

~~Our Global Community Impact Program~~

~~Promoting~~~~Operational~~~~Excellence~~

promoting their wellbeing. Our executive leadership, together with our Board of Directors, creates 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 launched~~ TargetZero a program ~~that~~ unifies our goals and initiatives to further drive operational excellence and continuous improvement ~~by striving for zero~~across Flowserve in five key areas: accidents, defects, delays, emissions and waste.

~~Supporting~~ It offers a comprehensive approach to enhance the impact of our~~Community~~ safety, quality, supply chain and environmental efforts to deliver unmatched value to our customers and supplier partners. In 2022, our TargetZero safety program continued to be an industry leader in total recordable incident rates.

Developing, rewarding and engaging with our employees and communities around the globe is a critical focus in our Culture pillar. In 2021, we launched Leadership in Motion to provide critical leadership skills to over 2,000 Flowserve ~~Cares is~~People Leaders, with continued progress for the program in 2022. We also distributed over 15,000 Spirit of Flowserve Awards to recognize associates for living out our values and behaviors. In 2019, we formally launched our global community impact program, ~~that takes a global approach~~Flowserve Cares, which empowers associates to ~~the way we serve our communities, including through~~request company support for community programs and needs. Flowserve Cares incorporates monetary donations, in-kind contributions and ~~volunteerism supporting local organizations~~volunteer opportunities to help make meaningful impacts in the communities where our associates and customers live and work. ~~Flowserve Cares focuses on~~The 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-related~~community issues.

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 events celebrating recognition, associates participate 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, toin 2022 management received education and training on unconscious bias and leading with inclusivity for all leaders and HR business partners. This training will be required of all newly hired leaders during their onboarding.

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 focused on improving diversity across Flowserve from the board of directors and the executive leadership team to the general associate population. We are committed to promoting equity and inclusivity at all levels. We proudly support the empowerment of women and girls, especially women in STEM through the educational tenet of Flowserve Cares.


2023 PROXY STATEMENT		12

Core Responsibility

Core Responsibility represents Governance and how we conduct business ethically and in accordance with laws and regulations around the world. Based on our Flowserve values, Core Responsibility addresses our duty to reinforce cybersecurity and data privacy, integrity and compliance and transparent reporting.

Our governance practices are consistent with our high standards of ethics, integrity and transparency in all our stakeholder relationships, including attracting and retaining world-class talent by investing in their professional development and providing them with challenging and rewarding opportunities for personal growth, promoting high standards of corporate citizenship and working to safeguard the environment and communities where we do business. With executive-level participation and Board oversight of our programs and initiatives, ESG issues have top-down support and are a company-wide priority.

During 2022, we launched our Human Rights Policy so that the protection of human rights remains a focus ~~areas,~~of our operations and those of our partners. In addition, in an effort to increase transparency for our stakeholders regarding our sustainability program, we published our 2021 ESG Report with the SASB Industrial Machinery and Goods Reporting Standard, the TCFD Reporting Format, and the GRI Reporting Index.

A critical component of core responsibility is the necessity to strengthen our cybersecurity practices to protect our data and help promote operational resilience. Through annual security awareness trainings and simulated attacks, we aim to empower our associates ~~around~~to protect the ~~globe responded~~enterprise and recognize and respond to ~~the COVID-19 pandemic by helping in their communities. For example, in Coimbatore, India,~~real-life cyberattacks. We leverage a suite of innovative security services and solutions to monitor potential threats across our enterprise, Flowserve.com and our RedRaven IOT platform to maintain a secure environment for our associates, ~~distributed over 2,000 “family kits” to residents of the community near our facility, providing food, medicine~~customers 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, and other personal protective equipment to thousands of residents.partners.

~~In Bali,~~Flowserve’s Integrity and 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 ~~also partnered~~continue our commitment to uphold the highest ethical standards. We promote a culture of integrity with ~~Social Impakt~~our associates through a variety of means, ranging from our local site Integrity Champions, monthly communications and our annual global Integrity & Compliance Day, where we celebrate our culture of integrity and build associate engagement by featuring programming designed to ~~distribute ceramic water filters~~highlight resources, raise awareness, and conduct annual training.


2023 PROXY STATEMENT		13

Supporting our Community

At Flowserve, we are inspired by our purpose of making the world better for everyone. We make a difference each day by delivering technologies and services to ~~residents~~our customers around the world for the toughest, most critical applications. But our impact is not just limited to our innovations. Our global team has long been committed to bettering the communities in which we live and work through philanthropy and volunteerism. Long before the creation of ~~Bali, Indonesia in order~~Flowserve’s purpose, values and behaviors, our people have demonstrated a natural desire to help ~~ease~~those who are at-risk, less fortunate and victims of situations beyond their control. Flowserve supports 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.

Our global community impact program, Flowserve Cares, has formalized these efforts since 2019 through monetary donations, in-kind contributions and volunteer opportunity. This program aligns our core support areas of at-risk youth, STEM programs and education, disaster recovery and other community-related issues. Through Flowserve Cares, associates are empowered to request company support for community programs and needs that make meaningful impact where they live and work. In 2022, Flowserve Cares approved over $500,000 in grants drive positive change, ranging from environmental clean-up efforts, to serving our veterans, to feeding the ~~impact~~underprivileged, to promoting financial literacy with children.

To encourage meaningful engagement with our local communities and active participation in our Flowserve Cares program, we grant up to 40 hours of ~~COVID-19 in two communities especially hard hit by COVID-19.~~volunteer time off (VTO) to eligible associates each year. Associates are granted 24 hours of paid VTO each calendar year with an additional opportunity to take 16 hours of unpaid VTO to expand their community impact.

~~2021 PROXY STATEMENT 10~~


2023 PROXY STATEMENT		14

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 result~~the fall of ~~the majority shareholder vote in favor of adopting written consent,~~2022, we proactively reached out to our top 25 shareholders, representing approximately 80% of our common shares outstanding, offering to meet with each of them. Seven of those shareholders, representing approximately 26% of our common shares ~~to discuss~~outstanding, engaged with us and the ~~vote and received feedback on the implementation of written consent. 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~~Board as we further develop our ESG strategy and compensation practices. Our lead director participated in ~~our 2020 proxy to implement the right~~all 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 Incorporation and By-Laws to implement this right forthese meetings with our shareholders.

~~As in other areas of~~ We discuss our ~~business~~shareholder engagement efforts as well as the key messages shared by investors during ~~2020,~~those meetings under the “2022 ‘Say on Pay’ Vote and Shareholder Engagement” caption on page 36.

With the easing of the COVID-19 pandemic, ~~had a significant impact on~~Flowserve was significantly able to substantially increase our ~~shareholder outreach efforts. On the one hand, the principal negative impact was that we engaged in less~~ in-person ~~interaction~~meetings with shareholders during 2022, even as ~~work-from-home policies were implemented around the globe. On the~~several industry conferences and other ~~hand, the COVID-19 pandemic had a positive impact on our ability~~engagement continued to ~~reach more~~be conducted virtually. This combination of ~~our shareholders as a result of the widespread adoption of virtual meetings. During 2020,~~meeting venues allowed members of management, ~~were able~~including our CEO and CFO, to participate and present in ~~more electronic investor conferences~~both live and ~~meetings than~~virtual events in ~~past years due~~2022, which furthered our active engagement with Flowserve shareholders. We anticipate in 2023 that we will continue to ~~the absence of travel. Fortunately, in February 2020 before the pandemic limited~~have both in-person and virtual opportunities to continue 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~~shareholder outreach, which management ~~team were able to interact with more of our shareholders than in previous years. Additionally,~~finds extremely valuable.

In total, our CEO and/or CFO participated in ~~five~~seven 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.


2023 PROXY STATEMENT		15

~~2021 PROXY STATEMENT 11~~

PROPOSAL ONE:

ELECTION OF DIRECTORS

The Company’s Board ~~of Directors (the “Board”)~~ currently consists of ~~ten~~eleven directors. All the director nominees listed below were previously elected by shareholders at the ~~2020~~2022 Annual Meeting, other than ~~Carlyn R. Taylor,~~Kenneth I. Siegel, who was appointed to the Board in August ~~2020. The~~2022 and Thomas B. Okray, who was appointed to the Board in April 2023. Both Mr. Siegel and Mr. Okray were recommended to the Corporate Governance and Nominating (“CG&N”) Committee by a third party search firm. Accordingly, the Board has nominated ~~all ten existing~~eleven directors to serve a one-year term until the ~~2022 Annual Meeting~~2024 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 ~~2022~~2024 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.

•

Our By-Laws mandate that each director be elected under a majority voting standard in uncontested elections. A majority voting standard requires that each director receive more votes “for” his or her election than votes “against” to be elected.

•

In an uncontested election, any incumbent nominee for director who does not receive an affirmative vote of a majority of the votes cast in favor of or against such nominee must promptly offer to resign. The resignation offer is reviewed by the ~~Corporate Governance and Nominating (“~~CG~~&N”)~~&N Committee, who determines whether to accept or reject ~~such resignation,~~it, giving due consideration to the best interests of the Company and its shareholders. Plurality voting will apply to contested elections.

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

	~~Fix~~Roberts	Rowe	Chand	Chandy	Delly	Friedery	Garrison	McMurray	~~Roberts~~Okray	Siegel	Taylor
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	●	●	●	●	●	●	●	●	●	●	●

	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


✔		The Board recommends that you vote “FOR” the election of all nominees to serve as directors.

~~2021~~2023 PROXY STATEMENT 12 16


~~R. Scott Rowe~~ opportunities and its end-markets and customer needs.

R. Scott Rowe
Director since: Apr. 2017 Age: 5052 Board Committees: • •N/A Current Public Company Directorships: • • ~~None~~Quanta Services, Inc. Past Public Company Directorships: • •None				Employment History • •Flowserve Corporation\| President, Chief Executive Officer (2017 — Present) • •Cameron Group of Schlumberger Ltd., an oilfield services ~~co.~~co. \| President (2016 — 2017) • •Cameron International Corporation, an oilfield services ~~co.~~co. \| President, Chief Executive Officer (2015 — 2016) • •Cameron International Corporation \| President, Chief Operating Officer (2014 — 2015) • •OneSubsea, a joint venture established by Cameron and Schlumberger \| Chief Executive Officer (2014) • •Subsea Systems, a division of Cameron \| President (2012 — 2014) • •Cameron International Corporation \| President of the Engineered and Process Valves division (2010 — 2012) • United States Army \| Captain (O3) (1993 —1998)
				Other Current Public Company Directorships • Quanta Services Inc., a leading provider of specialty contracting services \| Director (2022 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Rowe is well qualified to serve as a director due to his position as the Company’s President and Chief Executive Officer, which enables him to provide the Board with intimate knowledge of the Company’s ~~day to day~~day-to-day operations.

	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

~~2021~~2023 PROXY STATEMENT 13 17

Sujeet Chand

	Director since: Dec. 2019 Age: 6365 Board Committees: • •Audit • •Finance & Risk Current Public Company Directorships: • •Proto Labs, Inc. • Veeco Instruments Inc. Past Public Company Directorships: • •None		Employment History • •Rockwell Automation, Inc., industrial automation manufacturer \| Senior Vice President and Chief Technology Officer (2005 – ~~Present)~~retirement in 2021) • •Rockwell Automation, Inc. \| Other senior leadership roles (2001 – 2005) • •XAP Corporation, an education technology company \| Chief Operating Officer (2000 – 2001) • •Rockwell Scientific Company, a subsidiary of Rockwell International \| Head of research and development (1988 – 2000)
		Other Current Public Company Directorships • •Proto Labs, Inc., global digital manufacturer \| Director (2017 – Present) • Veeco Instruments Inc., manufacturer of semiconductor process equipment \| Director (2021 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Chand is well qualified to serve as a director due to his technology and innovation experience, including with respect to cybersecurity and information technology systems, as well as his electrical engineering background. Additionally, Mr. Chand has valuable multinational executive leadership and manufacturing experience from Rockwell Automation and XAP Corporation.


~~Ruby R. Chandy~~

Ruby R. Chandy
Director since: May 2017 Age: 5961 Board Committees: • •Finance & Risk — Chair • • ~~Organization~~Corporate Governance & ~~Compensation~~Nominating Current Public Company Directorships: • •DuPont de Nemours, Inc. • • ~~AMETEK,~~Thermo Fisher Scientific Inc. Past Public Company Directorships: • •IDEX Corporation • AMETEK, Inc.				Employment History • •Pall Corporation, a leading supplier of filtration, separation, and purification technologies\| President of the Industrial Division (2012 – retirement in 2015) • •The Dow Chemical Company, a multinational chemical corporation \| Managing Director, Vice President of Dow Plastics Additives unit (2011 – 2012)
				Other Current Public Company Directorships • Thermo Fisher Scientific Inc., a multinational science and technology corporation \| Director (2022 – Present) • •DuPont de Nemours, Inc., a multinational chemical corporation \| Director (2019 – Present) •~~AMETEK, Inc.,~~ ~~a manufacturer of electronic instruments and electromechanical devices~~ ~~\| Director (2013 – Present)~~ •~~IDEX Corporation,~~ ~~a designer and manufacturer of fluidics systems and specialty engineered products~~ ~~\| Director (2006 – 2013)~~ Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Ms. Chandy is well qualified to serve as a director due to her executive management experience, marketing and strategy skills, relevant experience in industrial companies, extensive engineering and management education, broad international business and financial experience and enterprise risk oversight experience.

	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

~~2021~~2023 PROXY STATEMENT 14 18

Gayla J. Delly

	Director since: Jan. 2008 Age: 6163 Board Committees: • •Organization & Compensation • •Corporate Governance & Nominating — Chair Current Public Company Directorships: • •National Instruments, Inc. • •Broadcom Inc. Past Public Company Directorships: • •Power One, Inc.		Employment History • •Benchmark Electronics Inc., a contract provider of manufacturing, design, engineering, test and distribution to computer, medical device, telecommunications equipment and industrial control manufacturers \| President and Chief Executive Officer (2012 – retirement in 2016) • •Benchmark Electronics Inc. \| President (2006 – 2011) • •Benchmark Electronics Inc. \| Vice President and Chief Financial Officer (2001 – 2006) • •Benchmark Electronics Inc. \| Corporate Controller and Treasurer (1995 – 2001) • •Ms. Delly is a certified public accountant.
		Other Current Public Company Directorships • •National Instruments, Inc., a leader in software-defined automated test and automated measurement systems \| Director (2020 – Present) • •Broadcom Inc., a designer, developer and global supplier of semiconductor devices \| Director (2017 – Present) •~~Power One, Inc.,~~ ~~a designer and manufacturer of power conversion products~~ \| ~~Director (2005 – 2008)~~ Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Ms. Delly is well qualified to serve as a director due to her international manufacturing experience, with a specific focus on engineering and technology in emerging markets, including Asia and Latin America, which provides valuable insight into the Company’s operations and assists in identifying product portfolio opportunities. In addition to her board experience, Ms. Delly has valuable executive leadership experience and financial expertise gained from her time with Benchmark Electronics Inc.


~~John R. Friedery~~

John R. Friedery
Director since: Aug. 2007 Age: 6466 Board Committees: • •Corporate Governance & Nominating ~~— Chair~~ • • ~~Audit~~Organization & Compensation Current Public Company Directorships: • •None Past Public Company Directorships: • •None				Employment History • •Since 2010, Mr. Friedery has provided strategic and management consulting services to the packaging and other manufacturing industries. • •Ball Corporation, a provider of metal and plastic packaging for beverages, foods and household products, and of aerospace and other technologies services \| \| Senior Vice President; President, Metal Beverage Packaging, Americas and Asia (2008 – 2010) • •Ball Corporation\| Chief Operating Officer, Packaging Products Americas (2004 – 2007) • •Ball Corporation\| President, Metal Beverage Container operations (2000 – 2004) • •Ball Corporation\| Other senior leadership roles (1988 – 2000) • •Dresser/Atlas Well Services \| Field operations (prior to 1988) • •Nondorf Oil and Gas \| In operations, exploration and production (prior to 1988)
				Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Friedery is well qualified to serve as a director due to his extensive operational experience with an international industrial manufacturing focus, which provides a global business perspective and a deep understanding of the Company’s industry, end-markets and strategic focus. Mr. Friedery also has experience with renewables and sustainability expertise gained from his service with Ball Corporation.

	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

~~2021~~2023 PROXY STATEMENT 15 19

John L. Garrison

	Director since: Oct. 2018 Age: 6062 Board Committees: • •Organization & ~~Compensation~~Compensation—Chair • •Corporate Governance & Nominating Current Public Company Directorships: • •Terex Corporation Past Public Company Directorships: • •Azurix Corporation		Employment History • •Terex Corporation, a ~~worldwide~~global manufacturer of ~~lifting~~materials, processing machinery, and ~~material handling solutions~~aerial work platforms \| President and Chief Executive Officer (2015 – Present) • •Bell Helicopter, a segment of Textron, Inc., and an aerospace manufacturer \| President and Chief Executive Officer (2009 – 2015) • United States Army \| Captain (1982 —1992)
		Other Current Public Company Directorships • •Terex Corporation\| Chairman of the Board (2018 – Present) •~~Azurix Corporation,~~ ~~a water services company~~ ~~\| Director (2000 – 2002)~~ Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Garrison is well qualified to serve as a director due to his strong manufacturing, international operations and leadership experience gained through his various executive and board leadership roles. In addition, Mr. Garrison is currently leading an operational transformation at Terex Corporation that began in 2016 and has similar elements to the Company’s Flowserve 2.0 Transformation program. This experienceroles, which provides ~~Mr. Garrison~~him with unique insights into the current climate the Company faces ~~and the significant focus required by the Company to implement the Flowserve 2.0 Transformation.~~


~~Michael C. McMurray~~as a manufacturer with a large international footprint.

Michael C. McMurray
Director since: Oct. 2018 Age: 5658 Board Committees: • •Audit—Chair • • ~~Finance~~Organization & ~~Risk~~Compensation Current Public Company Directorships: • •None Past Public Company Directorships: • •None				Employment History • •LyondellBasell, a global plastics, chemicals and refining company \| Executive Vice President and Chief Financial Officer (2019 – Present) • •Owens Corning, a global manufacturer of insulation, roofing and fiberglass composites \| Senior Vice President and Chief Financial Officer (2012 – 2019) • •Owens Corning\| Vice President and Finance Leader of Owens Corning’s Building Materials Group (2011 – 2012) • •Owens Corning\| Vice President, Investor Relations and Treasurer (2008 – 2011) • •Royal Dutch Shell \| various leadership roles (1987 – 2008)
				Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. McMurray is well qualified to serve as a director due to his extensive knowledge of global industrial manufacturing, the Company’s end markets and the financial markets, which provides valuable insight into the strategic decisions to capitalize on the Company’s growth opportunities. Additionally, Mr. McMurray has valuable multinational executive leadership and financial expertise at LyondellBasell, Owens Corning, and Royal Dutch Shell.

	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

~~2021~~2023 PROXY STATEMENT 16 20


~~Carlyn R. Taylor~~

Kenneth I. Siegel
Director since: Aug. 2022 Age: 66 Board Committees: • Audit • Finance & Risk Current Public Company Directorships: • Boardwalk Pipeline Partners, LP • CNA Financial Corporation Past Public Company Directorships: • Diamond Offshore Drilling		Employment History • Loews Corporation, a diversified company with businesses in the insurance, energy, hospitality and packaging industries \| Senior Vice President (2009 – present) • Barclays Capital, a multinational universal bank \| Managing Director of Mergers and Acquisitions (2008 – 2009) • Lehman Brothers, a global financial services firm \| Managing Director of Mergers and Acquisitions (2000 – 2008) • Schroders, a multinational investment banking and asset management company \| Head of U.S. Investment Banking (1982 – 2000) Other Current Public Company Directorships • Boardwalk Pipeline Partners, LP, a provider of transportation and storage of natural gas \| Chairman of the Board (2009 – Present) • CNA Financial Corporation, a commercial property and casualty insurance company \| Director (2019 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Mr. Siegel is well qualified to serve as a director due to his extensive knowledge of strategic planning, corporate development and finance and accounting, which provide us valuable insight into our strategic decisions to capitalize on the Company’s growth opportunities. Additionally, Mr. Siegel has valuable executive leadership experience in the manufacturing and energy industries and has leveraged his development and M&A expertise from Loews Corporation and its subsidiaries.

	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

2023 PROXY STATEMENT 21

Carlyn R. Taylor
Director since: Aug. 2020 Age: 5254 Board Committees: • •Audit • • ~~Corporate Governance~~Finance & ~~Nominating~~Risk Current Public Company Directorships: • • ~~None~~The Hain Celestial Group, Inc. Past Public Company Directorships: • •None				Employment History • •FTI Consulting, Inc., a global business advisory firm \| Corporate Finance Global Co-Leader and global ~~leaders~~leader of Business Transformations and Transactions practice (2016 – present) • •FTI Capital Advisors, an investment banking subsidiary of FTI Consulting \| Chairperson (2017 – present) • •FTI Consulting, ~~Inc.~~Inc. \| various roles of increasing responsibility (2002 —– 2016) • •PwC, a global accounting firm \| various roles, including partner, senior manager and staff consultant (1990 —– 2002)
				Other Current Public Company Directorships • The Hain Celestial Group, Inc., a leading organic and natural products company \| Director (2022 – Present) Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve We believe that Ms. Taylor is well qualified to serve as a director due to her extensive background in corporate strategy, finance and accounting, most notably leveraging her expertise in capital allocation strategies and capital markets to help businesses spearhead transformative initiatives, as well as her experience serving on the board of directors of various privately-owned startups.

	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

~~2021~~2023 PROXY STATEMENT 17 22

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.com~~https://ir.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.

Director Elections	Board Operations	Shareholder Rights
✓ Annual elections for full Board by majority vote (in uncontested elections) ✓ Resignation policy if a majority vote is not received (in uncontested elections) ✓ Director retirement age policy of 72	✓ Stock ownership requirements for directors (5x annual cash retainer) ✓ Independent board chair ✓ Annual Board and Committee evaluations ✓ Board committees composed of 100% independent directors	✓ Right to call a special meeting ✓ Right to act by written consent ✓ Proxy access right ✓ No poison pill ✓ Annual “Say on Pay” vote ✓ No supermajority voting requirements

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 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 ~~global~~globe 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”~~Day” and “Safety ~~Week”~~Day” 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.

We have separated the positions of Chairman of the Board and CEO since 2005. ~~Roger L. Fix, the Company’s current Non-Executive Chairman of the Board,~~David E. Roberts 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 Chairman~~presides 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. Fix~~committees, 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 https://ir.flowserve.com under the heading “Corporate Governance—Documents & Charters—Role and Responsibilities of Non-Executive Chairman of the Board.”

2023 PROXY STATEMENT 23

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. The Non-Executive Chairman also reprsents the Board in communications with shareholders and other stakeholders of the Company and provides input on the design of the Board. In addition, each of the independent members of the Board actively participate in overseeing management including by actively participating in each Board and Committee meeting held throughout the year.

~~2021 PROXY STATEMENT 18~~

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.

~~Board~~~~meetings.~~There were 13nine meetings of the Board during the year ended December 31, ~~2020.~~2022. 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,~~2022, each Director nominee attended ~~at least 92%~~100% of the total number of meetings of the Board and 100% of ~~each~~the 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.

Shareholder~~meetings.~~ 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 2020~~Company’s 2022 Annual Meeting.

Shareholders and other interested parties may communicate with the Board or the independent directors as a group 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~~they are 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.

2023 PROXY STATEMENT 24

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 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 1216 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 periodically 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 2018 we have added six new directors to our Board.

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

~~2021 PROXY STATEMENT 19~~

Back to the unique challenges presented by the COVID-19 pandemic 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.Contents

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.

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 every two to three years (other than the Chairman, who is evaluated separately), which solicits feedback on how the applicable director adds value to the Board and its Committees, what the applicable director could do to increase effectiveness, and any other commentary that the evaluating member of the Board deems pertinent. ~~In 2020, due~~

2023 PROXY STATEMENT 25

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.~~Board every year. 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.

Each member of the Board is also required to complete an evaluation of our Chief Executive Officer’s ~~performance.~~performance every year. 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. These evaluations are utilized in assessing the CEO’s performance and setting his compensation on a yearly basis.

Once the evaluations ~~are~~were complete for 2022, the results ~~are~~were 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 of~~discussed the ~~Board in advance of the Board’s February meetings. The~~ results of the process ~~are discussed by~~with 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.

~~We believe~~The Guidelines provide that all members of the Board (other than our CEO) should be independent under applicable law and the New York Stock Exchange (“NYSE”) listing standards, as well as under the independence standards further established by the Board within the Guidelines. Upon the recommendation of the CG&N Committee, the Board makes an affirmative determination regarding the independence of each director annually after reviewing pertinent facts and circumstances and taking into consideration all applicable laws, regulations, the NYSE listing standards and the categorical independence standards set forth in the Guidelines, which are consistent with the NYSE listing standards. ~~Under these~~In doing so, the Board considers relationships involving directors and their immediate family members and relies on information derived from the Company’s records, questionnaires, and other inquiries. In addition to meeting the NYSE standards of independence and the categorical standards set forth in the Guidelines, a director qualifies as “independent” under the Guidelines only ~~those directors who have~~if the Board affirmatively determines that the director has no direct or indirect material relationship (whether commercial, industrial, banking, consulting, accounting, legal, charitable or familial, excluding their present directorship) with the Company or any of its consolidated subsidiaries, either director, or as a partner, shareholder or officer of an organization that has a relationship with the ~~Company (except in his or her role as a director) are deemed independent. The~~Company.

Based on its review, 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,~~Thomas B. Okray, Kenneth I. Siegel, and Carlyn R. Taylor (all of our current directors other than R. Scott Rowe, who is not independent because of his employment as 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~~standards and ~~Rick J. Mills, each of whom~~the categorical standards set forth in the Guidelines. Roger L. Fix, who served as a director until ~~our 2020~~the Company’s 2022 Annual Meeting ~~were independent~~of Shareholders, met the independence standards set forth in the NYSE listing standards and the categorical standards set forth in the Guidelines during ~~the period they served~~his service on the Board.

Our independence standards are included in the Guidelines, which are available on the Company’s website at https://ir.flowserve.com under the “Corporate Governance—Documents & Charters” caption.

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

~~2021 PROXY STATEMENT 20~~

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.

2023 PROXY STATEMENT 26

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.com~~https://ir.flowserve.com under the ~~“Investors—Corporate~~“Corporate Governance—Documents & Charters” caption.

Audit Committee

Primary Oversight Responsibilities

CommitteeChair:

Michael C. McMurray⁽¹⁾

~~Members:~~Members⁽²⁾:

Sujeet Chand⁽²⁾⁽³⁾

~~John R. Friedery~~Thomas B. Okray⁽⁴⁾

Kenneth I. Siegel⁽⁵⁾

Carlyn R. Taylor⁽³⁾⁽⁶⁾

127 Meetings in ~~2020~~2022

•

Oversee financial reporting process, including the integrity of Company financial statements and compliance with legal and regulatory requirements

•

Oversee financial performance and reporting, the Company’s independent auditor and internal audit function, and regulatory activities

•

Oversee the Company’s integrity and compliance program

•

Review and discuss the process of Board and Board committees oversight of senior management’s risk management responsibilities

•

Appoint independent auditor

•

Prepares Audit Committee report for this proxy statement

The Board has determined that all members of the Audit Committee meet the applicable independence standards under the SEC rules and NYSE listing standards, and that all members are financially literate within the meaning of the NYSE listing standards.

(1)

The Board has determined that Mr. McMurray qualifies as an audit committee financial expert under the SEC rules.

(2)

Roger L. Fix served on the Audit Committee until May 12, 2022.

(3)

The Board has determined that Mr. Chand qualifies as an audit committee financial expert under the SEC rules.

~~(3)~~(4)

~~Ms. Taylor~~Mr. Okray joined the Audit Committee upon ~~her~~his appointment to the Board ineffective as of April 12, 2023. The Board has determined that Mr. Okray qualifies as an audit committee financial expert under the SEC rules.

(5)

Mr. Siegel joined the Audit Committee upon his appointment to the Board effective as of August ~~2020.~~ 16, 2022. The Board has determined that Mr. Siegel qualifies as an audit committee financial expert under the SEC rules.

(6)

The Board has determined that Ms. Taylor qualifies as an audit committee financial expert under the SEC rules.

Finance & Risk

Committee

Primary Oversight Responsibilities

CommitteeChair:

Ruby R. Chandy

~~Members:~~Members⁽¹⁾:

Sujeet Chand

~~Michael C. McMurray~~Kenneth I. Siegel⁽²⁾

~~David E. Roberts~~Carlyn R. Taylor

4 Meetings in ~~2020~~2022

•

Oversee corporate capital structure and budgets and recommend approval of major capital projects, corporate development, and large sales orders

•

Review effectiveness of the Company’s IT infrastructure and cybersecurity programs and its practices for identifying and mitigating technology risks with Chief Information Officer at least twice per year

•

Review the Company’s enterprise risk management, including emerging risks

•

Review financial plans, liquidity, credit, key financial risks, treasury risk, and related matters

•

~~Oversee of enterprise sustainability program~~

The Board has determined that all members of the F&R Committee meet the independence standards under the NYSE listing standards.

(1)

John R. Friedery served on the Finance & Risk Committee until August 16, 2022.

(2)

Mr. Siegel joined the Finance & Risk Committee upon his appointment to the Board effective as of August 16, 2022.

~~2021~~2023 PROXY STATEMENT 21 27

Corporate Governance &

Nominating Committee

Primary Oversight Responsibilities

Committee Chair⁽¹⁾⁽²⁾:~~Chair:~~

Gayla J. Delly

Members:

Ruby R. Chandy

John R. Friedery

~~Members:~~

~~Gayla J. Delly~~

John L. Garrison

~~Carlyn R. Taylor~~⁽¹⁾

4 Meetings in ~~2020~~2022

•

Recommend to the Board nominees for Chairman of the Board, President and Chief Executive Officer

•

Determine Board organization

•

~~Set~~Review director compensation recommendations for consideration by the Board

•

Review and recommend director nominees

•

Manage risks associated with Board independence and potential conflicts of interest

•

Establish corporate governance principles and procedures, including overseeing the Company’s Code of Conduct

•

Prepare effective CEO and Board succession planning

•

Evaluate CEO performance

•

Oversee Board and committee ~~self-evaluation~~self-assessment process

•

Oversight of ~~enterprise sustainability program~~ESG Program, including related policies, activities and opportunities

The Board has determined that all members of the CG&N Committee meet the independence standards under the NYSE listing standards.

(1)

~~Ms. Taylor joined~~John R. Friedery served as chair of the CG&N Committee ~~upon her appointment to~~until August 16, 2022.

(2)

Gayla J. Delly was appointed as chair of the ~~Board in~~CG&N Committee effective as of August ~~2020.~~16, 2022.

Organization &

Compensation Committee

Primary Oversight Responsibilities

CommitteeChair:

~~David E. Roberts~~

~~Members~~:

~~Ruby R. Chandy~~

~~Gayla J. Delly~~

John L. Garrison

Members⁽¹⁾:

Gayla J. Delly

John R. Friedery

Michael C. McMurray⁽²⁾

5 Meetings in ~~2020~~2022

•

Set compensation philosophy

•

Oversee risk management related to executive compensation plans and succession planning

•

Prepare the Compensation Committee Report included in this proxy statement

•

Approve executive officer compensation including incentives and other benefits

•

Retain and evaluate the advice of the independent compensation consultant, F.W. Cook, in adherence to the philosophies and principles stated under “Executive Compensation—Compensation Discussion and Analysis”

•

Review the Company’s processes to recruit, retain, and develop senior management, including its executive personnel appraisal, development, and selection processes, with a focus on the Company’s commitment to diversity

The Board has determined that all members of the O&C Committee meet the applicable independence standards under the SEC rules and NYSE listing standards.

(1)

Roger L. Fix served on the O&C Committee until May 12, 2022.

(2)

Mr. Friedery joined the O&C Committee effective as of May 12, 2022.

2023 PROXY STATEMENT 28

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 proxystatement.

~~2021 PROXY STATEMENT 22~~

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~~the officer’s strengths, weaknesses, development plans and succession potential. The CEO also presents compensation recommendations for each other 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.

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 attends all regularly scheduled O&C Committee meetings and has assisted and advised the O&C Committee on all aspects of our executive and director compensation ~~program,~~programs, and they provide no other services to the Company. The services they provide include:

•

providing and analyzing competitive market compensation data;

•

analyzing the effectiveness of executive compensation programs and making recommendations, as appropriate;

•

analyzing the appropriateness of the performance peer group (PPG) and compensation peer group (CPG); and

•

evaluating how well our compensation programs adhere to the philosophies and principles stated below under “Compensation Discussion & Analysis—Compensation Program Philosophy and Principles.”

2023 PROXY STATEMENT 29

~~2020~~

~~Program~~~~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,~~2022, our non-employee director compensation program consisted of the ~~following:~~following, which was unchanged from 2021:

~~2021 PROXY STATEMENT 23~~

Component	Annual Amounts ($)	Form of Payment
Retainer	$85,000		Cash
Non-Executive ~~chairman~~Chairman retainer	$125,000		Cash
Committee service fee (per committee)	$7,500		Cash
Committee ~~chairman~~Chairman fee
Audit Committee	$20,000		Cash
O&C Committee	$15,000		Cash
F&R Committee	$10,000		Cash
CG&N Committee	$10,000		Cash
Equity grant target value	$~~125,000~~	⁽¹⁾150,000	Restricted Shares

~~(1)~~

In light of the unfolding COVID-19 pandemic, in May 2020 the Board approved a change to their equity compensation for 2020 by reducing the size of the annual grant to the number of shares that the Board would have received had the grant been made at the same stock price that equity grants were made to members of management on February 20, 2020. For additional information, see below under “—Equity Compensation.”

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.~~2022.

~~Compensation~~~~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.

~~Equity~~~~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 ~~earlier~~earliest 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, in recognition~~ New non-employee directors receive a pro-rated grant of restricted stock at the time they join the Board. The pro-rated grant of restricted shares fully vests after the earliest of one year from the date of grants to the other incumbent non-employee directors, the termination of the ~~unfolding COVID-19 pandemic, the Board approved~~director’s service due to death or disability or a change to their equity compensation for 2020 by reducing 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.

~~2021 PROXY STATEMENT 24~~

~~Back to Contents~~control.

~~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 ~~2020,~~2022, all non-employee directors met their stock ownership requirements.

2023 PROXY STATEMENT 30

The following table sets forth our non-employee director compensation for ~~2020.~~2022. 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.”

Name
Fees Earned
or Paid in
Cash ($)
Stock Awards
($)⁽¹⁾⁽²⁾
Total
($)
Sujeet Chand
115,000
⁽⁷⁾
66,226
181,226
Ruby R. Chandy
113,300
⁽⁷⁾
66,226
179,526
Gayla J. Delly
100,000

66,226
166,226
Roger L. Fix
225,000
⁽⁶⁾
66,226
291,226
John R. Friedery
110,000

66,226
176,226
John L. Garrison
115,000
⁽⁷⁾
66,226
181,226
Joe E. Harlan⁽³⁾
39,286

—
39,286
Michael C. McMurray
120,000

66,226
186,226
Rick J. Mills⁽⁴⁾
39,286

—
39,286
David E. Roberts
115,000

66,226
181,226
Carlyn R. Taylor⁽⁵⁾
37,772

—
37,772

~~(1)~~

Eligible directors received an annual equity grant of 2,628 shares of restricted common stock on May 22, 2020, the date of the Company’s 2020 Annual Meeting of Shareholders. In recognition of the effects of the COVID-19 pandemic on the Company’s financial performance and the world economy at large, the Board approved a reduced equity grant determined by reference to the number of shares that would have been received by the Board members had the award been granted on February 20, 2020 when members of the Company’s executive management received an annual equity grant at a price per share of $47.56. The amounts shown in this column reflect the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, “Compensation—Stock Compensation”, and are calculated using a price per share of $25.20, the closing market price of the Company’s common stock as reported by the NYSE on the date of grant. Assumptions used in the valuations are discussed in Note 8 to the Company’s audited consolidated financial statements for the year ended December 31, 2020 in the Annual Report on Form 10-K filed on February 23, 2021.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾⁽²⁾	Total ($)
Sujeet Chand	100,000		149,997	249,997
Ruby R. Chandy	110,000		149,997	259,997
Gayla J. Delly	106,346	⁽³⁾	149,997	256,343
Roger L. Fix	36,538	⁽⁴⁾	149,997	186,535
John R. Friedery	103,654	⁽⁵⁾	149,997	253,651
John L. Garrison	115,000		149,997	264,997
Michael C. McMurray	120,000		149,997	269,997
Thomas B. Okray	—⁽⁶⁾		—	—
David E. Roberts	225,000		149,997	374,997
Kenneth I. Siegel	37,500		112,498⁽⁷⁾	149,998
Carlyn R. Taylor	115,000	⁽⁸⁾	149,997	264,997
(1) Eligible directors received an annual equity grant of 5,151 shares of restricted common stock on May 12, 2022, the date of the Company’s 2022 Annual Meeting of Shareholders. The amounts shown in this column reflect the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, “Compensation—Stock Compensation”, and are calculated using a price per share of $29.12, the closing market price of the Company’s common stock as reported by the NYSE on the date of grant. Assumptions used in the valuations are discussed in Note 7 to the Company’s audited consolidated financial statements for the year ended December 31, 2022, in the Annual Report on Form 10-K filed on March 7, 2023. (2) The non-employee directors elected at the 2022 Annual Meeting of shareholders each had 5,151 shares of restricted common stock outstanding at December 31, 2022; all other shares held are vested. Mr. Siegel was appointed to the Board effective as of August 16, 2022, and had 3,229 shares of restricted common stock outstanding as of December 31, 2022. (3) Ms. Delly was appointed as chair of the CG&N Committee effective at our 2022 Annual Meeting on May 12, 2022, and was, therefore, paid a pro-rated amount for the committee chair fee for the second quarter and full fee for the third and fourth quarters of 2022. (4) Mr. Fix served as a director until his retirement at our 2022 Annual Meeting on May 12, 2022, and was paid a pro-rated portion of the $125,000 cash retainer for his services as Non-Executive Chairman. (5) Mr. Friedery was chair of the CG&N Committee until May 12, 2022, and was, therefore, paid a pro-rated amount for the committee chair fee for the second quarter and full fee for the first quarter of 2022. (6) Mr. Okray was appointed to the Board effective as of April 12, 2023, and did not earn any compensation in 2022. (7) Mr. Siegel was appointed to the Board effective as of August 16, 2022, and received a pro-rated equity grant with a target grant value of $112,500. The grant date fair value of the award was calculated using a price per share of $34.84, the closing market price of the Company’s common stock on the date of his election to the Board as reported by the NYSE. The grant will vest on May 12, 2023. (8) Amount reported includes a 15% premium to actual fees due to the director’s election to defer all or a portion of cash retainer payments in the form of phantom shares under the Company’s director stock deferral plan.

~~(2)~~

~~The non-employee directors elected at the 2020 Annual Meeting of shareholders each had 2,628 shares of restricted common stock outstanding at December 31, 2020; all other shares held are vested.~~

~~(3)~~

Mr. Harlan did not stand for re-election at the 2020 Annual Meeting and ceased his Board service on May 22, 2020. He was paid a pro-rated portion of the cash board retainer and committee member fees through that date.

~~(4)~~

~~Mr. Mills retired from the Board at the 2020 Annual Meeting on May 22, 2020 and was paid a pro-rated portion of the cash board retainer and committee member fees through that date.~~

~~(5)~~

~~Ms. Taylor was elected to the Board effective August 14, 2020 and was paid a pro-rated portion of the cash board retainer and committee member fees during 2020.~~

~~(6)~~

~~Includes an additional $125,000 cash retainer for services as Non-Executive Chairman of the Board.~~

~~(7)~~

Amount reported includes a 15% premium to actual fees due to the director’s election to defer all or a portion of cash retainer payments in the form of phantom shares under the Company’s director stock deferral plan.

~~2021~~2023 PROXY STATEMENT 25 31

R. Scott Rowe

President, CEO and Director since:

April 2017

Age: 5052

•

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)

•

United States Army | Captain (O3) (1993 —1998)

Elizabeth L. Burger

SVP, CHRO

since: April 2018

Age: 5052

•

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. Chowbey~~Lamar L. Duhon

President, FPD since: ~~AMSS~~
~~since:~~ ~~July 2019~~February 2023

Age: 5352

•

Flowserve Corporation | President, FPD (2023 – Present)

•

Flowserve Corporation ~~Corporation~~| President, Aftermarket Services & Solutions ~~(2019~~(2022 – Present)

•

~~Lean~~~~Focus,~~~~LLC,~~Halliburton Company, a~~business~~~~transformation~~~~organization~~an energy products and service provider | ~~General Manager (2018~~Vice President, Sperry Drilling (2016 – ~~2019)~~2021)

•

TE~~Connectivity,~~~~Ltd.~~Halliburton Company a~~global~~~~technology~~~~connectivity~~~~and~~~~sensor~~~~provider~~| Vice President, ~~SubCom business unit (2017~~Cementing (2015 – ~~2018)~~2016)

•

~~Danaher~~~~Corporation,~~Halliburton Company a~~global~~~~science~~~~and~~~~technology~~~~innovation~~~~company~~| Vice President, ~~Thomson Industries, an industrial technology subsidiary of Danaher (2014~~Shell Global Account (2013 – ~~2017)~~2015)

•

~~Danaher~~~~Corporation~~Halliburton Company | Vice President, ~~Hennessy Industries~~Business Development – Asia Pacific (2012 – 2013)

•

~~Gilbarco~~~~Veeder-Root,~~~~Inc.,~~Halliburton Company a~~fueling~~~~and~~~~environmental~~~~solutions~~~~company~~| ~~Vice President and General~~Regional Sales Manager, ~~Commercial & Industrial Business Unit~~Gulf of Mexico (2010 – 2012)

•

~~Gilbarco~~Baker Hughes, Inc.,~~Veeder-Root,~~~~Inc.~~a multinational oilfield services company| ~~Vice President and General Manager, Services (2006~~Various leadership roles of increasing responsibility (1995 – 2010)

~~2021 PROXY STATEMENT 26~~

~~Keith E. Gillespie~~

~~SVP,~~~~CSO~~
~~since:~~ ~~October 2016~~

~~Age:~~ 55

•

~~Flowserve~~~~Corporation~~ ~~| Senior Vice President and Chief Sales Officer (2016 – Present)~~

•

~~Flowserve~~~~Corporation~~United States Marine Corps | ~~Chief Strategy Officer (2015~~Sergeant (E-5) (1988 – ~~2016)~~

•

~~AlixPartners,~~~~LLP,~~a~~consulting~~~~company~~~~focused~~on~~operational~~~~turnarounds~~ ~~| Managing Director (2002 – 2015)~~

•

i2~~Technologies,~~a~~high-tech~~~~consulting~~~~practice~~~~| Vice President (1999 – 2001)~~

•

~~Ten~~~~Fold~~~~Corporation,~~a~~software~~~~and~~~~services~~~~company~~ ~~| Senior Vice President (1999 – 2001)~~

•

~~McKinsey &~~~~Company,~~a~~global~~~~consulting~~~~company~~~~focused~~on~~change~~~~management~~ ~~| Senior Engagement Manager (1992 – 1997)~~1994)

2023 PROXY STATEMENT 32

~~Lanesha T. Minnix~~Susan C. Hudson

SVP,CLO

since: ~~June 2018~~May 2022

Age: 46

•

FlowserveCorporation | Senior Vice President, ~~and~~ Chief Legal Officer ~~(2018~~and Corporate Secretary (2022 – Present)

•

~~BMC~~Flowserve Corporation~~Stock~~~~Holdings,~~~~Inc.,~~a~~leading~~~~provider~~of~~diversified~~~~building~~~~products~~~~and~~~~services~~~~| Senior Vice President and General Counsel (2017 – 2018)~~

•

~~ABM~~~~Industries~~~~Incorporated,~~a~~Fortune~~~~500~~~~facility~~~~solutions~~~~company~~ | Vice President, ~~Deputy~~Associate General Counsel and Chief Compliance Officer ~~(2012~~(2020 – ~~2017)~~2022)

•

~~Shell~~~~Oil~~~~Company,~~a~~multinational~~~~oil &~~~~gas~~~~company~~ ~~| Senior Legal Counsel (2007 – 2012)~~

•

~~Sprint~~~~Nextel,~~a~~global~~~~telecommunications~~~~company~~ ~~| Corporate Counsel (2004 – 2007)~~

•

~~K&L~~~~Gates~~~~LLP,~~a~~global~~~~law~~~~firm~~ ~~| Corporate Associate (2000 – 2004)~~

~~Tamara M. Morytko~~

~~President,~~~~FPD~~
~~since:~~ ~~September 2020~~

~~Age:~~ 50

•

FlowserveCorporation | ~~President, Flowserve Pumps Division (2020 – Present)~~

•

~~Norsk~~~~Titanium,~~a~~manufacturer~~of~~advanced~~~~titanium~~~~components~~ ~~| Chief Operating Officer (2018~~Director, Global Employment Law and Corporate Functions (2017 – 2020)

•

~~Operations~~~~and~~~~Supply~~~~Chain~~~~Consultant~~Flowserve Corporation | ~~(2017 – 2018)~~

•

~~Baker~~~~Hughes,~~a~~multinational~~~~oilfield~~~~services~~~~company~~ ~~| President, Asia Pacific Region~~Attorney, Global Labor and Employment Law (2016 – 2017)

•

~~Baker~~~~Hughes~~Pier 1 Imports, Inc., a merchandise retail company| ~~Vice President, North America Region (2013~~Senior Corporate Counsel (2012 – 2016)

•

~~Baker~~~~Hughes~~Pier 1 Imports, Inc. | ~~Vice President, Global Supply Chain (2010~~Corporate Counsel (2007 – ~~2013)~~

•

~~Pratt~~&~~Whitney,~~a~~global~~~~aircraft~~~~engine~~~~manufacturer~~ ~~| various roles of increasing responsibility (2006 – 2010)~~

•

~~Arthur~~~~Andersen~~~~LLP,~~a~~global~~~~accounting~~~~firm~~ ~~| Senior Auditor (1992 – 1996)~~2012)

Amy B. Schwetz

SVP,CFO

since: February 2020

Age: 4648

•

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)

~~2021 PROXY STATEMENT 27~~

Scott K. Vopni

VP,CAO

since: June 2020

Age: 5255

•

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 R. Wilson

President,FCD
since: July 2019

Age: 5456

•

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)

~~2021~~2023 PROXY STATEMENT 28 33

Organization and Compensation Committee

John L. Garrison
Chairman

Gayla J. Delly

John R. Friedery

Michael C. McMurray

~~This~~Dear Fellow Shareholders:

As members of the Organization and Compensation Committee, we are committed to maintaining a compensation program that supports our talent strategy, rewards performance and aligns with priorities of our shareholders.

In response to the low level of support for the last year’s say-on-pay vote, in the Fall of 2022, we undertook an extensive shareholder engagement effort. We would like to thank all of you who met with us to share your viewpoints. The major themes we heard from shareholders that engaged were twofold:

•

Our executive compensation program structure is sound, and aligns pay with performance; and,

•

Low support for the last year’s say-on-pay proposal was attributable to special, one-time, non-performance-based equity awards granted to our CEO and certain other senior leaders in 2021.

Our shareholders understood the purpose of these special one-time awards to retain and motivate executives who recently joined our Company and to drive business stability and continued focus on long-term shareholder value during the most challenging period of the pandemic but expressed a strong preference for special awards to include a performance-based vesting component.

In response to shareholder feedback disfavoring the use of special awards, we commit that we will not make additional special awards to executive officers absent compelling circumstances where our compensation objectives cannot be achieved through our annual compensation programs.

Additionally, any such future special awards will include a performance-based component, unless the Committee determines that inclusion of performance component would defeat the purpose of the special award.

Our executive officers’ compensation for fiscal year 2022 did not include any special awards and no such awards are contemplated for 2023.

At the same time, based on our discussions with shareholders, we believe that a substantial majority of our shareholders support our core annual compensation programs, which are heavily weighted toward performance-based pay, and which received high support in years prior to 2022.

We encourage you to review the following Compensation Discussion and Analysis, which includes additional detail about our shareholder engagement effort and our response, and considerations related to fiscal 2022 compensation program and its outcomes.

We thank you for your continued investment in Flowserve and respectfully request your support for this year’s advisory vote on executive compensation.

Respectfully,

THE ORGANIZATION AND COMPENSATION COMMITTEE

John L. Garrison, Chairman		Gayla J. Delly
John R. Friedery		Michael C. McMurray

2023 PROXY STATEMENT 34

This CD&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 provided~~2022 executive compensation outcomes as well as other attributes related to ~~our Named Executive Officers (“NEOs”) for 2020.~~executive compensation governance policies.

~~Contents~~


Executive Summary	Page 37
~~Company Overview, Strategy and Performance~~		~~Page 29~~

Compensation Program Philosophy and Principles		Page 3241
2022 Executive Compensation Decisions		Page 45
~~Elements of the Executive Compensation Program~~		~~Page 35~~

Compensation Governance Policies		Page 4957

Summary Compensation Table		Page 5259

During ~~2020,~~2022, our NEOs were:

R. Scott Rowe~~Scott~~~~Row~~e

President and Chief

Executive Officer (“CEO”)

~~John~~Amy B. SchwetzE.~~(Jay)~~
~~Roueche,~~~~III~~

~~Vice President, Treasurer~~

~~and Investor Relations~~

~~(interim CFO from~~

~~December 3, 2019~~

~~through February 23,~~

~~2020)~~

~~Amy~~B.~~Schwetz~~

Senior Vice President,

Chief Financial Officer (“CFO”)

~~(beginning February 24,~~

~~2020)~~

~~Lanesha~~T.~~Minnix~~

~~Senior Vice President,~~

~~Chief Legal Officer &~~

~~Corporate Secretary~~

~~Keith~~E.~~Gillespie~~

~~Senior Vice President,~~

~~Chief Sales Officer~~

ElizabethL.Burger

Senior Vice President,

Chief Human Resources

Officer (“CHRO”)

Two of our 2022 NEOs, Keith E. Gillespie, our former Senior Vice President and Chief Sales Officer, and Tamara M. Morytko, our former President of the Flowserve Pumps Division, left the business in early 2023 as part of a reorganization and restructuring plan to align with our 3D strategy and in an effort to optimize operational execution. Mr. Gillespie transitioned from his position on April 7, 2023, and Ms. Morytko transitioned from her position on February 24, 2023.

For more information on the Named Executive Officers currently serving as executive officers, see “Executive Officers” on page ~~26.~~32.

2023 PROXY STATEMENT 35

2022 “Say-on-Pay” Vote and Shareholder Engagement
Our 2022 say-on-pay proposal failed to receive the support of a majority of votes cast. The O&C Committee, the full Board of Directors, and Management were disappointed with this vote and took the outcome seriously. We undertook an extensive shareholder engagement campaign to better understand our shareholders’ perspectives related to our executive compensation program. Our engagement team included our independent Chairman of the Board and members of our management team representing investor relations, legal and human resources functions.
We contacted our top 25 shareholders, representing approximately 80% of our common shares outstanding, offering to meet with each of them. We held meetings with 7 shareholders who accepted our invitation, representing approximately 26% of our common shares outstanding. Our independent Chairman of the Board participated in all meetings with our shareholders. Topics discussed included executive compensation, corporate strategy, corporate governance and our environmental and social priorities and programs.
Extensive Shareholder Engagement Provided Important Feedback for the O&C Committee
Reached out to Shareholders Met with Shareholders Percentages shown above represent the percentage of common shares outstanding	• We heard valuable perspectives from our shareholders, which were conveyed to the full Board and relevant committees of the Board and informed many meeting agenda items. • Shareholders expressed strong support of our overall executive compensation program structure. • Low support of the 2022 say-on-pay proposal was attributable to special, one-time, non-performance-based equity awards. • Below is a summary of the additional feedback we received during our 2022 engagement and the response of the O&C Committee to the shareholder perspectives shared with us.
What we heard from shareholders
• Shareholders expressed concern with respect to the one-time enhancement to the 2021 equity awards. • Had the enhancements been performance-based, shareholders would have perceived them more favorably. • Some shareholders shared that they would prefer enhanced disclosure of operational performance targets. • Some shareholders encouraged continued development of our ESG strategy and roadmaps.
How we responded to shareholders
• The O&C Committee will not make future special awards without a performance-based component to executive officers absent compelling circumstances where the objectives of the O&C Committee cannot be achieved through the regular compensation program. • No off-cycle awards were issued in 2022 or contemplated for 2023. • In response to shareholder preferences, this year’s proxy statement includes: • Robust disclosure for the 2022 AIP strategic goals payout modifier (p. 49) • Enhanced year-over year ROIC disclosure (p. 51-53) • The O&C Committee supports transparent disclosure of performance targets; however, details pertaining to our operational targets pose a risk of putting Flowserve at a competitive disadvantage when bidding contracts. Operational performance targets are set at a level intended to be challenging, as demonstrated by the On-time Delivery metric for which no payout occurred under our annual incentive program for two consecutive years. • The O&C Committee is fully supportive of furthering our commitment to ESG as evidenced by the 2022 and 2023 AIP payout modifiers for the Executive Leadership Team (ELT) tied to strategic goals, including ESG metrics.

2023 PROXY STATEMENT 36

~~Impact of COVID-19~~gas, chemical, power generation (including nuclear, fossil and ~~Market Disruption on Executive Pay~~

We are a world leading manufacturer and ~~Performance~~

~~Company Overview~~

~~Flowserve is one~~aftermarket service provider of comprehensive flow control systems. We develop and manufacture precision-engineered flow control equipment integral to the movement, control and protection of the ~~world’s leading providers~~flow of ~~fluid motion and control products and services with a significant global presence~~materials in ~~the manufacturing~~our customers’ critical processes. Our product portfolio of pumps, valves, seals, automation and ~~seals. We have approximately 16,000 employees in more than 50 countries who are focused on our purpose~~aftermarket services supports global infrastructure industries, including oil and ~~strong company values.~~

~~While Flowserve continued to make substantial progress on our transformation initiatives, 2020 was a challenging year for Flowserve~~renewable energy) and ~~its customers given the COVID-19 pandemic and~~water management, as well as other general ~~economic challenges around the globe. In the first quarter of 2020 the onset of the pandemic coupled with extreme volatility in global~~industrial markets and commodity prices led to unexpectedly reduced capital budgets by our customers and resulting declines in demand for our products and new bookings. In addition, these impacts also caused our customers to defer spending in their repair and maintenance budgets, which led to reduced levels of activity in our aftermarket business.

~~2021 PROXY STATEMENT 29~~

~~Data from Industrial Info Research (IIR) for $2.3 trillion projects/opportunities data for Flowserve end markets~~

~~Water data sourced from Global Water Intelligence~~

~~Power data sourced from IEA~~

These global challenges disrupted the meaningful progress our management team and the Company made through our significant efforts in the Flowserve 2.0 Transformation and resulted in declining revenue, profitability, and share price performance. Despite these unprecedented challenges, the process improvements made as part of our Flowserve 2.0 Transformation allowed management and the O&C Committee to swiftly respond to the market disruption by:

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~~Shifting our strategic priorities to strengthen the Company during the pandemic and position us for success post-pandemic;~~

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Protecting our employees and contractors by imposing global restrictions on non-essential travel in March 2020 and a work-from-home policy for all non-essential employees who are able to do so, and providing face coverings and other personal protective equipment and enhanced cleaning of sites and implementing social distancing protocols for employees who are going to work in our facilities;

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~~Assisting our customers by continuing safe operations that allowed our employees to deliver~~where our products and services ~~to other essential businesses;~~add value. Through our manufacturing platform and global network of Quick Response Centers (“QRCs”), we offer a broad array of aftermarket equipment services, such as installation, advanced diagnostics, repair and retrofitting.

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~~Reprioritizing certain~~In 2022, Flowserve experienced strong bookings despite the disruptions in our business environment and unexpected operational challenges. Tension on supply chain was a headwind throughout 2022 but we saw incremental improvements as the year progressed; however, labor availability in the early part of 2022, primarily due the COVID pandemic, significantly affected production. These challenges, coupled with escalating inflation, impacted our performance against our targets, which are reflected in our financial and stock price performance.

Despite these challenges, we remain encouraged by the strong demand that we see across many of our end markets, as evidenced by our significant Bookings growth. We are also optimistic about the opportunities available to Flowserve ~~2.0 Transformation initiatives~~and have positioned ourselves well in the marketplace as a key partner to ~~accelerate cost actions enabling~~our customers through the ~~Company to help mitigate~~energy transition. We believe our strategic investments into diversification, decarbonization, and digitization (“3Ds”) present significant long-term opportunities for Flowserve, our shareholders, and stakeholders around the ~~impact to operating margins~~world.

While 2022 had a series of obstacles, we have several highlights from the year. We hit an important milestone this year as we celebrated our 25th anniversary as a publicly traded company on the New York Stock Exchange. While our history spans more than 230 years, we’ve made significant progress during the ~~second half~~past 25 years in becoming the flow control leader we are today. We made great progress in advancing our 3D strategy while continuing to support our core customers in oil & gas, chemical and power generation. We are positioned as a key partner in emerging technologies, and our record backlog demonstrates our leadership in the industry. We also launched more than 20 new products that support our 3D strategy and enable our customers’ sustainability efforts with a broad variety of applications around the world. We expect to elevate our financial performance in 2023 as we live our Purpose to create extraordinary flow control solutions to make the world better.

2023 PROXY STATEMENT 37

	Program Enhancements
	• We made several changes to the structure for our 2022 target awards under our Annual Incentive Plan (AIP) to align with our strategic initiatives: • Increased the weighting of Bookings since it’s a funnel for revenue, • Implemented performance metrics for each of our 3Ds (Diversification, Decarbonization and Digitization) to drive a focus on energy transition and long-term sustainability, • Implemented a strategic goals payout modifier for each member of the ELT to drive progress against ESG and other strategic priorities, and • Returned to a more traditional payout table structure (i.e., no stretch target that provides a larger payout for such performance attainment) in anticipation of 2022 being a rebound year. • We changed our performance peer group applicable to our 2022 PSUs to the group of companies that comprise the S&P 500 Industrials Index in recognition of the broader market with which we compete. • To further enhance the alignment of our CEO and our shareholders’ interests, we increased our stock ownership guidelines for our CEO from 5x to 6x base salary.
	• We simplified our 2023 AIP design to promote immediate actioning in our new organizational structure by focusing on three performance metrics: • Adjusted Operating Income (50% weighting) to incentivize strong execution, • Total Customer Bookings (30% weighting) to incentivize growth (See Note 1); and, • Adjusted Primary Working Capital as a % of Sales (20% weighting) to incentivize efficiency. • We also retained our strategic goals AIP payout modifier for members of the ELT to incentivize continued progress against critical ESG and growth initiatives. • Our 2023 PSU awards retain a +/- 15% relative TSR modifier, but the 2023 grant terms provide that no positive payout modifier will apply if our three-year absolute TSR is negative, regardless of our relative performance.
	Note 1: In 2022, “total customer” Bookings represented 28% of performance metrics and “3D” Bookings tied specifically to Diversification and Decarbonization (with the goal to raise employee-awareness of the strategic importance of these products and services) represented an 8% weighting. As a result, the total weighting tied to Bookings metrics was 36%. The 30% weighting on “total customer” Bookings for 2023 incorporates the Bookings on our “3D” products and services to continue to incentivize Bookings in these strategic areas.

Our annual incentive program paid out below target for 2022 and each of the ~~year;~~

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~~Canceling~~two prior fiscal years. Although 2022 Bookings continued to be strong in core products and services and Bookings in our strategic “3D” growth areas were particularly strong, Adjusted Operating Income did not meet the threshold performance level. Adjusted Primary Working Capital (PWC) as a % of Sales and On-time Delivery goals also did not meet threshold performance levels because of higher inventory levels we chose to maintain due to continued supply chain disruptions and our executional challenges, respectively. See pages 46 to 48 for further details on our 2022 annual ~~merit increases in base salary levels across the organization, including for certain of our executive officers;~~

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~~Aligning our~~ incentive plan ~~with the Company’s urgent priorities by adopting a first half~~payout based on financial and ~~second half measurement approach~~operational performance metrics.

2023 PROXY STATEMENT 38