Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Principal Financial Officer
On January 8, 2020, Flowserve Corporation (the "Company") announced that Amy B.
Schwetz has been named as the Company's Senior Vice President and Chief
Financial Officer, effective February 24, 2020, at which time John E. (Jay)
Roueche, III, the Company's interim Chief Financial Officer, will step down as
interim Chief Financial Officer and resume his duties as the Company's Vice
President, Treasurer and Investor Relations. Ms. Schwetz will serve as the
Company's principal financial officer and principal accounting officer in her
capacity as Chief Financial Officer. Ms. Schwetz is currently serving as
Executive Vice President and Chief Financial Officer of Peabody Energy
Corporation, a global pure-play coal company with operations in the United
States and Australia ("Peabody").
Ms. Schwetz, 45, has served as Executive Vice President and Chief Financial
Officer of Peabody since July 2015. Prior to her appointment as Chief Financial
Officer, she held various roles of increasing responsibility at Peabody since
August 2005. Prior to joining Peabody, Ms. Schwetz was employed by Ernst &
Young LLP, an international accounting firm, where she held multiple audit roles
over eight years.
In her role with the Company, Ms. Schwetz will receive an annual base salary of
$650,000. She will be eligible for a cash award under the Company's annual
incentive plan with a target award of 75% of base salary, and she will
participate in the Company's long-term incentive program with a target award of
$1,550,000. In addition, Ms. Schwetz will receive a cash sign-on bonus of
$250,000, which is subject to repayment if she does not remain employed by the
Company for one year, and will be granted a one-time award of restricted stock
with a value of $750,000 as of the grant date, which will vest ratably over a
three-year period. In addition, Ms. Schwetz will receive a one-time, make-whole
cash bonus of $500,000. Ms. Schwetz will also receive retirement, health and
welfare and other benefits and will participate in plans generally available to
other executive officers of the Company. Further details concerning the
Company's executive compensation program are described in the Company's
definitive proxy statement dated April 11, 2019, under the heading "Executive
Compensation".
Ms. Schwetz has no family relationships with any director or executive officer
of the Company, and there are no arrangements or understandings with any person
pursuant to which she will be selected as an officer of the Company. In
addition, there have been no transactions directly or indirectly involving Ms.
Schwetz that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934.
A copy of the press release issued by the Company announcing Ms. Schwetz's
selection is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release, dated January 8, 2020.
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