TechnipFMC plc Files Definitive Proxy Statement for 2024 Annual General Meeting

Ticker: FTI · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 1681459

Sentiment: neutral

Topics: TechnipFMC, Proxy Statement, Annual Meeting, Director Election, Executive Compensation

TL;DR

<b>TechnipFMC plc has filed its definitive proxy statement for the 2024 Annual General Meeting, detailing director elections and executive compensation votes.</b>

AI Summary

TechnipFMC plc (FTI) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. TechnipFMC plc is holding its 2024 Annual General Meeting of Shareholders on April 26, 2024. The meeting will include the election of nine director nominees for terms expiring at the 2025 Annual General Meeting. Shareholders will vote on a non-binding advisory resolution to approve the compensation of named executive officers for 2023. A non-binding advisory resolution to approve the UK Directors' Remuneration Report for 2023 is also on the agenda. The company is incorporated in England and Wales with company number 09909709.

Why It Matters

For investors and stakeholders tracking TechnipFMC plc, this filing contains several important signals. Shareholders will vote on the election of directors, a key governance function that impacts the company's strategic direction. The advisory votes on executive and director compensation allow shareholders to express their views on the company's pay practices.

Risk Assessment

Risk Level: low — TechnipFMC plc shows low risk based on this filing. The filing is a routine proxy statement for an annual general meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Review the director nominees and executive compensation proposals to inform voting decisions at the upcoming Annual General Meeting.

Key Numbers

Key Players & Entities

FAQ

When did TechnipFMC plc file this DEF 14A?

TechnipFMC plc filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by TechnipFMC plc (FTI).

Where can I read the original DEF 14A filing from TechnipFMC plc?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TechnipFMC plc.

What are the key takeaways from TechnipFMC plc's DEF 14A?

TechnipFMC plc filed this DEF 14A on March 15, 2024. Key takeaways: TechnipFMC plc is holding its 2024 Annual General Meeting of Shareholders on April 26, 2024.. The meeting will include the election of nine director nominees for terms expiring at the 2025 Annual General Meeting.. Shareholders will vote on a non-binding advisory resolution to approve the compensation of named executive officers for 2023..

Is TechnipFMC plc a risky investment based on this filing?

Based on this DEF 14A, TechnipFMC plc presents a relatively low-risk profile. The filing is a routine proxy statement for an annual general meeting, with no immediate financial or operational risks indicated.

What should investors do after reading TechnipFMC plc's DEF 14A?

Review the director nominees and executive compensation proposals to inform voting decisions at the upcoming Annual General Meeting. The overall sentiment from this filing is neutral.

How does TechnipFMC plc compare to its industry peers?

TechnipFMC plc operates in the oil and gas industry, providing services and equipment.

Are there regulatory concerns for TechnipFMC plc?

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

Industry Context

TechnipFMC plc operates in the oil and gas industry, providing services and equipment.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Analyze the details of the 2023 executive compensation for named executive officers.
  3. Examine the 2023 UK Directors' Remuneration Report.

Key Dates

Year-Over-Year Comparison

This is a definitive proxy statement filing, indicating a routine annual disclosure.

Filing Stats: 4,371 words · 17 min read · ~15 pages · Grade level 15.8 · Accepted 2024-03-15 16:09:24

Key Financial Figures

Filing Documents

Forward-Looking Statements

Forward-Looking Statements The Proxy Materials contain "forward-looking statements" as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended (the " Exchange Act "). All statements other than statements of historical or current facts, including statements regarding our environmental and other environmental, social, and governance (" ESG ") plans and goals, made in this document are forward-looking. We use words such as "believe," "expect," "anticipate," "plan," "intend," "commit," "foresee," "should," "would," "could," "may," "estimate," "outlook" and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements include unpredictable trends in the demand for and price of oil and natural gas; competition and unanticipated changes relating to competitive factors in our industry, including ongoing industry consolidation; our inability to develop, implement and protect new technologies and services and intellectual property related thereto, including new technologies and services for our New Energy business; the cumu

Executive Compensation

Executive Compensation 7 Environmental, Social, and Governance 9 Results of our 2021-2023 Scorecard 10 The 2024-2026 Scorecard 11 Governance of Environmental, Social, and Governance Matters 12 Proposal 1 — Election of Directors 14 Director Nominees 16 Corporate Governance 25 Governance Guidelines and Key Board Practices 25 Shareholder Engagement 26 Leadership Structure of the Board 27 Board Composition and Criteria for Board Membership 28 Enterprise Risk Management 32 Committees of the Board of Directors 32 Board Meetings and Attendance 35 Director Independence 35 Compensation Committee Interlocks and Insider Participation 36 Communications with Directors 36 Director Compensation 37 Non-executive Director Compensation 37 Proposal 2 — 2023 Say-on-Pay for NEOs 41 Proposal 3 — 2023 Directors' Remuneration Report 42 Proposal 4 — Prospective Directors' Remuneration Policy 43

Executive Compensation Discussion and Analysis

Executive Compensation Discussion and Analysis 44 Named Executive Officers 44 Our Executive Compensation Philosophy 45 Proxy Statement 2024 TechnipFMCvii TABLE OF CONTENTS Contents Actions that Created Shareholder Value in 2023 45 2023 Performance and Impact on Executive Compensation 46 Say-on-Pay and Shareholder Engagement 50

Executive Compensation Practices

Executive Compensation Practices 51 Compensation Governance 52 Elements of 2023 Executive Compensation 55 Other Compensation, Benefits, and Considerations 69 Summary Compensation Table for the Year Ended December 31, 2023 74 Grants of Plan-Based Awards Table 75 Outstanding Equity Awards at Fiscal Year-End Table 77 Option Exercises and Stock Vested Table 78 Pension Benefits Table 78 Non-Qualified Deferred Compensation Table 80 Potential Payments upon Termination 80 CEO Pay Ratio 83 Pay Versus Performance 85 Compensation and Talent Committee Report 90 Audit Committee Report 91 Proposal 5 — Receipt of U.K. Annual Report and Accounts 92 Proposal 6 — Ratification of U.S. Auditor 93 Proposal 7 — Reappointment of U.K. Statutory Auditor 95 Proposal 8 — Approval of U.K. Statutory Auditor Fees 96 Proposal 9 — Approval of Share Repurchase Contracts and Counterparties 97 Proposal 10 — Authority to Allot Equity Securities 100 Proposal 11 — Authority to Allot Equity Securities without Pre-emptive Rights 102 Transactions with Related Persons 104

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 105 Delinquent Section 16(a) Reports 106 Proposals for the 2024 Annual General Meeting of Shareholders 107 Shareholders Sharing an Address 108 General Information about the Annual Meeting 109 Appendix A — Reconciliation of Non-GAAP Measures 115 Appendix B — Form of Share Purchase Contract 119 Appendix C — Form of Rule 10b5-1 Share Repurchase Contract 122 viiiTechnipFMC Proxy Statement 2024 TABLE OF CONTENTS 2024 Proxy Summary Along with the Notice of Annual General Meeting of Shareholders, we are providing this Proxy Statement, the U.K. Annual Report and Accounts, and the Annual Report on Form 10-K in connection with the Annual Meeting (collectively, the " Proxy Materials "). This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider regarding each of the proposals to be voted on at the Annual Meeting. Please read the entire Proxy Statement carefully before voting. For further information regarding our 2023 financial performance, please review our Annual Report on Form 10-K and our U.K. Annual Report and Accounts. Annual Meeting Information Time and Date April 26, 2024 at 4:00 p.m., London time Place Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom Voting Deadline 11:59 p.m., New York time, on April 25, 2024 Voting Each Ordinary Share is entitled to one vote for each of the proposals to be voted on. Admission Admission ticket and valid photo identification required. Please see " General Information about the Annual Meeting — Who can attend the Annual Meeting? " for more information. Please follow the voting instructions on your proxy card and/or your voting instruction form as different voting deadlines may be applicable depending on how you hold your shares. Please also review " How do I vote? " in the section entitled " General

Executive Compensation

Executive Compensation Named Executive Officers Our named executive officers (" NEOs ") for 2023 are: Douglas J. Pferdehirt Age: 60 Position Held in 2023: Chair and Chief Executive Officer Justin Rounce Age: 57 Position Held in 2023: Executive Vice President and Chief Technology Officer Jonathan Landes Age: 51 Position Held in 2023: President, Subsea Alf Melin Age: 54 Position Held in 2023: Executive Vice President and Chief Financial Officer Thierry Conti Age: 40 Position Held in 2023: President, Surface Technologies Victoria Lazar Age: 58 Position Held in 2023: Executive Vice President, Chief Legal Officer and Secretary from January 1, 2023 through July 31, 2023 Our Executive Compensation Philosophy As a leading technology provider to the traditional and new energies industries, the Compensation and Talent Committee believes that our executive compensation program must attract, retain, and motivate exceptionally talented individuals who are committed to deliver on our vision and our purpose to bring together the scope, know-how, and determination to transform our client's project economics. Our executive compensation philosophy is built around three core principles that emphasize pay-for-performance and delivering on our business strategies and shareholders' interests: Align compensation to key business objectives that create sustainable shareholder value creation. Incentivize executives to exceed our short-term and long-term goals and objectives through significant at-risk compensation. Attract, retain, and motivate highly skilled executive talent through a competitive compensation program. Proxy Statement 2024 TechnipFMC7 TABLE OF CONTENTS 2024 Proxy Summary What We Do: What We Don't Do: Pay for performance by aligning performance measures with our strategy and shareholder interests Single-trigger vesting upon a change-in-control Ensure the majority of NEO compensation is performance

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