TechnipFMC (FTI) DEF 14ADefinitive proxy

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of 

the Securities Exchange Act of 1934 (Amendment No.   )

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TECHNIPFMC PLC

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TechnipFMC Proxy Statement 2023

Notice of 2023 Annual General Meeting of Shareholders

TechnipFMC plc 

(a public limited company having its registered office at Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom, and incorporated in England and Wales with company number 09909709)

April 28, 2023

April 28, 2023 at 4:00 p.m., London time 

Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom

TechnipFMC Proxy Statement 2023

These items are more fully described in the Proxy Statement attached, which forms a part of this Notice of Annual General Meeting of Shareholders. As of the date of the Proxy Statement, TechnipFMC does not know of any other matters to be raised at the 2023 Annual General Meeting of Shareholders.

TechnipFMC Proxy Statement 2023

Your vote is very important. Please ensure you: (i) promptly return the enclosed proxy card in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker.

March 17, 2023

On behalf of the Board of Directors,

Victoria Lazar 

Executive Vice President, Chief Legal Officer and Secretary

TechnipFMC Proxy Statement 2023

Proxy Statement for the 2023 

Annual General Meeting of Shareholders

This Proxy Statement relates to the solicitation of votes or proxies by the Board of Directors (the “Board”) of TechnipFMC plc (the “Company,” “TechnipFMC,” “us,” or “we”) for use at our 2023 Annual General Meeting of Shareholders and at any adjournment or postponement of such meeting (the “Annual Meeting”).

The Notice of Internet Availability of Proxy Materials (the “Notice of Materials”) and related Proxy Materials (as defined below) were first made available to shareholders on or about March 17, 2023 at www.proxyvote.com. You may also request a printed copy of this Proxy Statement and the form of proxy by any of the following methods:

Our U.S. Annual Report on Form 10-K, including consolidated financial statements, for the year ended December 31, 2022 (our “Annual Report on Form 10-K”) and our U.K. Annual Report and Accounts are being made available at the same time and by the same methods.

Our registered office is located at Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom. Our telephone number in our Newcastle office is +44 191 295 0303. Information regarding the Annual Meeting, including the information required by Section 311A of the U.K. Companies Act 2006 (the “Companies Act”), can be found at www.technipfmc.com. Information contained on our website is not to be considered as part of the proxy solicitation material and is not incorporated into this Proxy Statement.

TechnipFMC is a public limited company incorporated under the laws of England and Wales, and our ordinary shares (the “Ordinary Shares”) trade on the New York Stock Exchange in the United States (the “NYSE”) under the symbol “FTI.” As a result, the Company is governed by the Companies Act, U.S. securities laws and regulations, and the listing standards of the NYSE.

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 crude oil and natural gas; competition and unanticipated changes relating to competitive

TechnipFMC Proxy Statement 2023

factors in our industry, including ongoing industry consolidation; the COVID-19 pandemic and any resurgence thereof; 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 cumulative loss of major contracts, customers or alliances and unfavorable credit and commercial terms of certain contracts; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; the refusal of the Depository Trust Company (“DTC”) to act as depository agency for our shares; the impact of our existing and future indebtedness and the restrictions on our operations by terms of the agreements governing our existing indebtedness; the risks caused by our acquisition and divestiture activities; additional costs or risks from increasing scrutiny and expectations regarding ESG matters; uncertainties related to our investments in New Energy business; the risks caused by fixed-price contracts; our failure to timely deliver our backlog; our reliance on subcontractors, suppliers and our joint venture partners; a failure or breach of our IT infrastructure or that of our subcontractors, suppliers or joint venture partners, including as a result of cyberattacks; risks of pirates endangering our maritime employees and assets; any delays and cost overruns of new capital asset construction projects for vessels and manufacturing facilities; potential liabilities inherent in the industries in which we operate or have operated; our failure to comply with existing and future laws and regulations, including those related to environmental protection, climate change, health and safety, labor and employment, import/export controls, currency exchange, bribery and corruption, taxation, privacy, data protection and data security; the additional restrictions on dividend payouts or share repurchases as an English public limited company; uninsured claims and litigation against us; tax laws, treaties and regulations and any unfavorable findings by relevant tax authorities; potential departure of our key managers and employees; adverse seasonal and weather conditions and unfavorable currency exchange rates; and risk in connection with our defined benefit pension plan commitments, as well as the risk factors discussed in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our annual reports on Form 10-K and quarterly reports on Form 10-Q. In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in the Proxy Materials may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this document. Additionally, any references to our website or other materials not included in our Proxy Materials are, absent express language to the contrary, not incorporated by reference into these documents. With respect to ESG information that pertains to our third-party vendors, suppliers and partners, we often rely on such third-parties’ data and do not independently verify or audit, or commit to independently verifying or auditing, their information. Such information may also change over time as methodologies and data availability and quality continue to evolve. These factors, as well as any inaccuracies in third-party information we use, including in estimates or assumptions, may cause results to differ materially and adversely from statements, estimates, and beliefs made by us or third-parties. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law. Additionally, we may provide information that is not necessarily material for SEC reporting purposes but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), internal controls, and assumptions or third-party information that are still evolving and subject to change. Our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.

vii  TechnipFMC 

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

 

2023 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 2022 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 28, 2023 at 4:00 p.m., London time
	Place   Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom
	Record Date   March 6, 2023
	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.
	Voting   Each Ordinary Share is entitled to one vote for each of the proposals to be voted on.
	Voting Deadline   11:59 p.m., New York time, on April 26, 2023
Please follow the voting instructions on your proxy card and/or your voting instruction form as different voting deadlines may be applicable across markets. Please also review “How do I vote?” in the section entitled “General Information about the Annual Meeting.”

 

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

 

2022 Financial Performance

 

Total Company	► Inbound orders1 improved to $8.1 billion, driven by increased customer expenditures and shift in spending to offshore and the Middle East   ► Reduced debt outstanding by $638 million, enabled by cash provided by operating activities and proceeds from the divestiture of remaining shares in Technip Energies   ► Announced a new $400 million share buyback program in July and repurchased $100 million of ordinary shares by year-end
Subsea	► Inbound orders increased 36% year-over-year to $6.7 billion, including contract awards composed of project and services orders from more than 40 operators across all basins, illustrating growing diversity of our customer base   ► Received integrated FEED award by Equinor for the BM-C-33 project offshore Brazil, and upon final investment decision would be the industry’s largest integrated Engineering, Procurement, Construction, and Installation (“iEPCI™”) award to date   ► Direct awards, iEPCI™ projects and Subsea Services represented approximately 70% of total Subsea orders
Surface  Technologies	► Inbound orders of $1.3 billion included an acceleration of orders in the Middle East in the second half of the year   ► Expanded our manufacturing capabilities in Saudi Arabia, where we experienced an acceleration of orders from our Aramco backlog providing support for continued growth in international revenue   ► Extended market reach of iComplete™, our integrated completions system which minimizes complexity and eliminates intervention in the red zone, driven in part by further adoption of WellFlex™ flexibles solutions
New Energy Initiatives	► Announced strategic agreements and partnerships for floating offshore renewables, including two tidal energy contracts with partner Orbital Marine Power in the U.K. and the Option to Lease Agreement for the ScotWind N3 area through our partnership, Magnora Offshore Wind   ► Progressed Deep Purple™, our solution for integrating renewable energy with hydrogen to form a complete, zero-emission offshore energy system, with the development of a land-based pilot which will prepare the system for large-scale commercial use offshore

 

(1)

Reported financial results for the 12 months ended December 31, 2022 and inbound and backlog as of December 31, 2022 are included in our Annual Report on Form 10-K.

 

For additional details regarding our 2022 results, please see our Annual Report on Form 10-K, which reports our results using U.S. generally accepted accounting principles (“GAAP”), and our U.K. Annual Report and Accounts, which reports our results using international financial reporting standards (as adopted by the United Kingdom).

 

TechnipFMC Proxy Statement 2023

 

Governance Highlights

 

Board and Governance Best Practices 

Independent Board Oversight
Robust Lead Independent Director role
All directors are independent except the Chair and CEO
Fully independent Board committees
Regular executive sessions of independent directors
Governance Best Practices
Board oversight of ESG matters through ESG Committee on broader ESG affairs, Audit Committee on certain health, safety, and environmental matters, and Compensation and Talent Committee on diversity, equity, and inclusion
Annual election of directors under majority vote standard
Engaged Board with deep expertise, skills, and experience that are closely tied to business strategy
Annual shareholder engagement program to solicit feedback on Company practices
Ongoing Board refreshment efforts informed by a comprehensive annual Board and committee self-evaluation process, reflected by one new director in each of 2019, 2020, 2021, and 2023
Consider properly submitted shareholder recommended director nominee
Board oversight of risk management structures
Review of the mix of experience, qualifications, and skills in the boardroom to meet evolving needs of the business, coupled with new director orientation and continuing education
Code of Business Conduct applicable to directors
Governance Guidelines with director retirement policy
Director share ownership requirements
ESG Performance as a performance measure in our Annual Incentive Plan

 

For additional details on the Company’s corporate governance practices, please see the section entitled “Corporate Governance.”

 

TechnipFMC Proxy Statement 2023

 

Director Nominees

 

 

 

Our director nominees and their current committee assignments:

 

Douglas J. Pferdehirt  Chair and CEO   Age: 59  Committees: None		Claire S. Farley  Lead Independent Director   Age: 64  Committees: Compensation and Talent
Eleazar de Carvalho Filho  Independent   Age: 65  Committees: Audit		Robert G. Gwin  Independent Age: 59 Committees: Audit
John O’Leary Independent   Age: 67 Committees: Compensation and Talent (Chair)		Margareth Øvrum Independent   Age: 64 Committees: ESG
Kay G. Priestly Independent   Age: 67 Committees: Audit (Chair)		John Yearwood Independent   Age: 63 Committees: Compensation and Talent, ESG
Sophie Zurquiyah Independent   Age: 56  Committees: Audit

 

Detailed biographies for each of our director nominees are disclosed in the section entitled “Proposal 1(a)-(i) —Election of Directors—Director Nominees.”

 

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

 

Executive Compensation

 

Named Executive Officers 

Our named executive officers (“NEOs”) for 2022 are:

 

Douglas J. Pferdehirt  Age: 59  Position Held in 2022:  Chair and Chief Executive Officer		Alf Melin  Age: 53  Position Held in 2022:  Executive Vice President and Chief Financial Officer
Justin Rounce  Age: 56  Position Held in 2022:  Executive Vice President and Chief Technology Officer		Victoria Lazar  Age: 57  Position Held in 2022:  Executive Vice President,  Chief Legal Officer and Secretary
Jonathan Landes  Age: 50  Position Held in 2022:  President, Subsea

 

Executive Compensation 

Our executive compensation programs are designed to directly link our executives’ pay to their performance and the achievement of TechnipFMC’s overall objectives and business strategies to create and preserve value for our shareholders.

 

Our vision to enhance the performance of the world’s energy industry is supported by the relentless drive of every individual at TechnipFMC. We are united by one single purpose: to bring together the scope, knowledge, and determination to transform our clients’ project economics. Our executive compensation is designed to help us achieve our vision by:

 

► Motivating our executive officers to achieve and exceed our short-term and long-term goals and objectives

 

► Aligning the interests of our executive officers with the interests of our shareholders by focusing our executive compensation program on drivers of sustainable shareholder value and by ensuring a majority of executive compensation is at-risk

 

► Providing market competitive levels of compensation to help us retain and attract exceptionally talented individuals who can deliver on our vision

 

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

Environmental, Social, and Governance

Our decisions regarding corporate responsibility, governance, and sustainability are founded on the principles that guide our Company. Our Core Values and Foundational Beliefs provide the framework for all of our decision making. The three pillars of ESG – Environmental, Social, and Governance – support us in being responsible corporate citizens and drive our ambitions to be more sustainable.

We have been realizing these ambitions through measures that seek to hold us accountable. From 2018 to 2020, we utilized a three-year sustainability roadmap that sought to guide our efforts and focus our attention on these priorities. The roadmap focused on three aspirational objectives – supporting our communities, promoting gender diversity and equality, and respecting the environment. The 2018-2020 roadmap set performance goals designed to align with our Code of Business Conduct, and aspects of both the UN Global Compact and the UN’s Sustainable Development Goals. We developed groups of experts in our business to implement our strategy, share knowledge and best practices and initiate global and local efforts, and these groups led us to advancements in our Company in this area with a number of accomplishments.

Building on this approach, in 2020, we established a scorecard with an extensive set of ESG goals measured over 2021-2023 (the “Scorecard”), with clear, verifiable metrics designed to drive behavior over the long term. Our unique Scorecard depicts our progress toward specific, measurable ESG goals relevant to our business in relation to the planet, people, and communities in which we operate. The Scorecard contains data-driven metrics under each pillar of “E,” “S,” and “G,” and spans a variety of types of initiatives, including efforts to reduce greenhouse gas emissions, advance social governance initiatives such as gender diversity and giving back to our communities, support safety and integrity, and advancing human rights practices.

We believe this approach drives change and holds us accountable for delivering on our commitments. It is punctuated by a direct link to our executive compensation program. In 2021, we introduced a feature of our program that ties 25% of our executives’ annual cash incentive to our Scorecard performance. We believe that this allows us to drive leadership behavior with meaningful metrics and further supports our ESG mission. For more information on how ESG metrics are tied to our executive compensation program, please see the section entitled “Executive Compensation Discussion and Analysis” below.

A snapshot of our 2022 progress toward our ESG goals in our 2021-2023 Scorecard is set out below.

While the Scorecard measures specific achievements in ESG, our activities are not limited to those that are measured on our Scorecard, or to actions and monitoring required by law.

TechnipFMC Proxy Statement 2023

For more detail on how each metric is measured and our progress in 2022, please see the section entitled “Environmental, Social, and Governance” in our U.K. Annual Report and Accounts.

TechnipFMC Proxy Statement 2023

2022 ESG Highlights 

The Scorecard has been important in driving our behavior. In 2021, our first year of measurement, we focused on program structure, and built on our internal expertise to advance tangible initiatives that could help us achieve our goals. In 2022, we have been able to capitalize on our structure to show measurable progress toward our goals. A summary of our achievements is below.

For more information on our ESG initiatives and programs, please see the section entitled “Environmental, Social, and Governance” in our U.K. Annual Report and Accounts.

In our ESG approach, we are informed by several important global frameworks described below.

TechnipFMC Proxy Statement 2023

UN Global Compact Alignment

TechnipFMC supports the Ten Principles of the United Nations (“UN”) Global Compact. We integrate the UN Global Compact’s ten principles in the areas of Human Rights, Labor, Environment, and Anti-Corruption into our business strategy, culture, and daily operations.

The UN Global Compact is also a call for action to achieve its 17 Sustainable Development Goals (“SDGs”). These societal goals are at the heart of the UN’s 2030 Agenda for Sustainable Development and are aimed at ending poverty, protecting the planet, and ensuring that all people enjoy peace and prosperity by 2030. At TechnipFMC, our targets are designed to align with the UN SDGs for which we believe we can achieve the greatest positive impact, given their relevance to our business and sustainability strategy. The application of these SDGs throughout this section are identified by the SDG icon labels.

TechnipFMC is taking greater environmental responsibility, positioning ourselves as leaders, and playing our part in the journey to a net zero-carbon society by disclosing clear, comparable, and consistent information, including in our Scorecard, about the risks and opportunities presented by climate change. We continue to proactively optimize our processes, particularly around risk management and measuring strategy resilience in line with our Company Core Values and Foundational Beliefs and regulatory requirements.

TechnipFMC Proxy Statement 2023

Governance of Environmental, Social, and Governance Matters

Board Oversight 

All Board members participate in oversight of ESG matters. Oversight is concentrated in the Environmental, Social, and Governance Committee (“ESG Committee”), which, as set forth in its charter, has principal responsibility of overseeing ESG matters. These areas of oversight include:

In addition to oversight by the ESG Committee, the Audit and Compensation and Talent Committees also oversee certain ESG matters that align with their areas of oversight. 

TechnipFMC Proxy Statement 2023

Management-Level Oversight 

TechnipFMC’s Executive Leadership Team sets the overall direction and approach toward our ESG efforts. The ESG Steering Committee, composed of members of the executive leadership team directly responsible for various aspects of the ESG program, is responsible for the specific Company’s initiatives toward corporate responsibility and sustainability and actions to further those initiatives. The ESG Steering Committee is responsible for setting the direction and long-term strategy to achieve our ESG-related plans, the development and implementation of targets, standards, and metrics, or methodologies to achieve our ESG goals and publication of our external communication on ESG topics. The ESG Steering Committee regularly receives updates and provides guidance to subject-matter experts in each of the ESG pillars that coordinate activity across the Company that underpins our ESG strategy.

For more information on other internal ESG-related groups, please see the section entitled “Environmental, Social, and Governance – Environmental” in our U.K. Annual Report and Accounts.

TechnipFMC Proxy Statement 2023

Proposal 1 — Election of Directors

What am I voting on? 

Upon the recommendation of the ESG Committee, the Board nominates the candidates below for election at the Annual Meeting. The matrix below indicates each director nominee’s the key qualifications and pertinent information. Detailed biographies for each of our director nominees are in the section entitled “Director Nominees” below.

Board highlights 

Our director nominees demonstrate a broad range of skills, experience, perspective, and diversity.

TechnipFMC Proxy Statement 2023

Skills, Experience, and Attributes

Skills, Experience, and Attributes		Pferdehirt	Farley	Carvalho Filho	Gwin	O’Leary	Øvrum	Priestly	Yearwood	Zurquiyah
	Public Company Perspective	●	●	●	●	●	●	●	●	●
	Executive/Board Experience	●	●	●	●	●	●	●	●	●
	Oil and Gas Industry	●	●	●	●	●	●	●	●	●
	International Experience/Geographic Diversity	●	●	●	●	●	●	●	●	●
	Strategy, M&A, Risk Management	●	●	●	●	●	●	●	●	●
	Governance/Legal	●	●	●	●	●	●	●	●	●
	Executive Compensation	●	●		●	●		●	●	●
	Sustainability/Emerging Technologies	●		●		●	●		●	●
	Finance/Accounting Expertise	●	●	●	●			●	●	●
	Independent Director		●	●	●	●	●	●	●	●
	Other Public Company Boards	0	2	4	2	0	3	2	2	1
Committee Membership
Audit1				●	●			Chair		●
Compensation			●			Chair			●
ESG2							●		●
Demographic Background
Age (Years)		59	64	65	59	67	64	67	63	56
Board Tenure (Years)		6	6	6	<1	6	2	6	4	2
Gender Diversity (Female or Male)		M	F	M	M	M	F	F	M	F

TechnipFMC Proxy Statement 2023

Each of the director nominees has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board, if elected. Each director nominee elected at the Annual Meeting will serve for a one-year term expiring at the 2024 Annual Meeting or until the earliest to occur of (i) his or her successor is elected and qualified, or (ii) his or her earlier death, retirement, resignation, or removal in accordance with our Articles of Association (the “Articles”).

	How does the Board recommend that I vote?
	The Board recommends that you vote “FOR” the election of each director nominee.

TechnipFMC Proxy Statement 2023

Director Nominees 

Our Board is composed of a diverse group of leaders in their respective fields, each qualified to make unique and substantial contributions to our Board. The Board and its ESG Committee believe each of the director nominees brings skills, experience, perspective, and the diversity necessary and appropriate to effectively oversee the Company’s strategic direction and represent the best interests of the Company’s shareholders.

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

Margareth Øvrum Independent   Age: 64   Director Since: 2020   Committees: ESG

Career Highlights ► Ms. Øvrum has more than 39 years of experience at Equinor (formerly Statoil), a Norwegian energy company, where she served as Executive Vice President of Equinor ASA, Development and Production Brazil, until her retirement in December 2020.   ► Ms. Øvrum held a succession of leadership positions at Equinor, including President, Equinor Brazil, from 2018 to 2020; Executive Vice President of Technology, Projects, and Drilling from 2011 to 2018, Executive Vice President of Technology and New Energy for Statoil Hydro, from 2007 to 2011, Executive Vice President of Technology and Projects, from 2004 to 2007, and Executive Vice President of Health, Safety, and the Environment, during 2004.   ► She has also held numerous management and operations positions, including Senior Vice President, Operations Support, Exploration and Production, Norway from 2000 to 2003, Senior Vice President, Operations, Veslefrikk, from 1996 to 1999, Offshore Installation Manager from 1993 to 1996, Production and Maintenance Superintendent from 1991 to 1993, Department Head, Operations Technology from 1989 to 1991, Section Head, Maintenance and Activity Planning from 1988 to 1989, and Strategic Analysis, Production and Maintenance, from 1982 to 1987.   ► Ms. Øvrum began her career at Equinor in 1982 in Strategic Analysis, and in 1993, became the first female and the youngest platform manager of the company’s Gulfaks field in the North Sea.   Key Skills and Qualifications ► Significant management, technology, and operational experience as an executive of a major oil and gas company with international operations   ► Strategy and operational expertise, including sustainability and technology experience   ► Experience as a board member of public and private companies with international operations   ► Extensive experience working in Norway and Brazil, countries in which the Company has significant operations   ► Contribution to the Board in a way that enhances perspective through diversity in geographic origin and experience   Other Public Company Directorships   ► Current: FMC Corporation, Harbour Energy plc, Transocean Ltd.   ► Formerly Held in the Past Five Years: Alfa Laval AB

TechnipFMC Proxy Statement 2023

TechnipFMC Proxy Statement 2023

John Yearwood Independent   Age: 63   Director Since: 2019   Committees: Compensation and Talent, ESG

Career Highlights ► Mr. Yearwood served as President, Chief Executive Officer, and Chief Operating Officer of Smith International, Inc., a Houston-based company specializing in the provision of services and the manufacturing of products used by the drilling industry from 2009 until August 2010, when the company merged with Schlumberger Limited.   ► Prior to joining Smith International, Inc., he spent more than 26 years at Schlumberger Limited in a succession of executive leadership positions, including President of North and South America Oilfield Services from 2004 to 2006, Vice President, Finance, WesternGeco and OFS Controller from 2000 to 2004, and Vice President, Marketing from 1999 to 2000.   ► He began his career serving in numerous management and technical positions for Schlumberger Limited and Dowell Schlumberger, a joint venture with Dow Chemical.   Key Skills and Qualifications ► Significant executive management experience as an executive of a major oil and gas company with international operations   ► Experience as a board member of public and private companies with international operations   ► Technology, strategy, governance, and M&A expertise   ► Oil and gas exploration and production experience   ► International experience in countries where the Company has a significant presence   ► Diversity in geographic origin that enhances the Board’s perspective   Other Public Company Directorships  ► Current: Nabors Industries Ltd. and its affiliate, Nabors Energy Transition Corp.   ► Formerly Held in Past Five Years: None

TechnipFMC Proxy Statement 2023

Sophie Zurquiyah Independent   Age: 56   Director Since: 2021   Committees: Audit

Career Highlights ► Ms. Zurquiyah has been Chief Executive Officer of CGG S.A. (“CGG”), a global geoscience technology leader, since April 2018. Ms. Zurquiyah has held a succession of leadership positions at CGG, including as Senior Executive Vice President in charge of the Geology, Geophysics, and Reservoir segment.   ► Ms. Zurquiyah joined Schlumberger Limited in 1991 as an interpretation engineer and geophysicist and held successively senior positions before joining CGG in 2013. She served as Schlumberger Limited’s Vice President of Technology Sustaining from August 2012 to January 2013, as well as its President, Data and Consulting Services from May 2009 to July 2012. Prior to this, she was Schlumberger Limited’s Chief Information Officer from January 2007 to April 2009.   Key Skills and Qualifications ► Executive management experience, including as Chief Executive Officer of CGG   ► Financial, technology, sustainability, and oil and gas drilling expertise   ► Experience as a board member of public companies with international operations   ► Contribution to the Board in a way that enhances perspective through diversity in geographic origin and experience   Other Public Company Directorships ► Current: CGG S.A.   ► Formerly Held in Past Five Years: Safran S.A.

TechnipFMC Proxy Statement 2023

Corporate Governance

The Board believes that the purpose of corporate governance is to facilitate effective oversight and management of the Company to maximize shareholder value in a manner consistent with our vision statement, purpose, Core Values, Foundational Beliefs, Code of Business Conduct, and all applicable legal requirements.

The Board provides accountability, objectivity, perspective, judgment, and, in some cases, specific industry or technical knowledge or experience. In carrying out its responsibilities to our shareholders, the fundamental role of the Board is to ensure continuity of leadership; the implementation, understanding, and pursuit of a sound strategy for the success of our Company; and the availability of financial and management resources and the implementation of control systems to carry out that strategy.

Governance Guidelines and Key Board Practices

Our Corporate Governance Guidelines (“Governance Guidelines”) contain general principles and practices regarding the function of the Board and its committees. The Governance Guidelines establish a framework to guide the Board in its oversight responsibilities in a manner that is independent of management and aligned with the interests of our shareholders. The Board reviews these governance practices, the laws of England and Wales under which we are incorporated, the rules and listing standards of the NYSE, and the regulations of the SEC, as well as best practices recognized by governance authorities, to benchmark the standards under which it operates.

Key Elements and Practices

TechnipFMC Proxy Statement 2023

Shareholder Engagement

The Company regularly seeks feedback through engagement with shareholders, and we continued this practice in 2022. Our relationships and ongoing dialogue with our shareholders are important parts of our Board’s corporate governance commitment.

In 2022-2023, we engaged with shareholders in three ways:

For our 2022-2023 engagement (including the meetings in December 2022 and annual engagement sessions described above), we contacted proxy advisory firms and our top shareholders representing approximately 55% of our Ordinary Shares outstanding. We ultimately met with proxy advisory firms and shareholders representing approximately 49% of our Ordinary Shares outstanding.

For more information on our actions that were informed by shareholder feedback, please see the section entitled “2022- 2023 Shareholder Engagement Program” on page 6.

TechnipFMC Proxy Statement 2023

Leadership Structure of the Board

The Board believes that our shareholders are best served by a Board that has the flexibility to adjust our leadership structure to the evolving needs of the Company. The Board believes that a strong Lead Independent Director and a combined Chair and CEO is in the best interest of shareholders.

Each of the Chair’s and Lead Independent Director’s specific responsibilities are listed below:

Our Board believes that a combined Chair and CEO leads to a more decisive and effective leadership, both within and outside the Company. The CEO is the individual with primary responsibility for managing the Company’s day-to-day operations and is best positioned to chair regular Board meetings as the Board discusses key business and strategic issues for the benefit of the Company and its shareholders.

This leadership structure is balanced by the oversight of the Lead Independent Director and the remaining members of our Board, each of whom is an independent director, and ensures that the Board functions independently. Moreover,

TechnipFMC Proxy Statement 2023

only independent directors serve on our Audit Committee, Compensation and Talent Committee, and ESG Committee. In addition, the Board nominated Ms. Farley to continue to serve as Lead Independent Director, who has the ability to call meetings of the Board, and presides over executive sessions of the Board.

Our fully independent Compensation and Talent Committee approves our CEO’s compensation, after consulting all independent directors. The CEO’s annual performance objectives are reported and evaluated by both the Compensation and Talent Committee and during executive sessions of the full Board to promote a comprehensive analysis and evaluation of our CEO’s annual performance.

Finally, the Board believes that the Company’s Governance Guidelines, and the quality, stature, and substantive business knowledge of the Board, as well as the Board’s culture of open communication and transparency with the CEO and senior management, are conducive to Board effectiveness with a combined Chair and CEO position.

The Board regularly evaluates its leadership structure to ensure appropriate, strong and independent oversight for our shareholders. In doing so, the Board considers shareholder feedback, its evaluation results, peer company practices, and Company performance to confirm that its structure maintains its effectiveness.

Board Composition and Criteria
for Board Membership

Our Board seeks directors whose complementary and diverse knowledge, experience, and skills provide a broad range of perspectives and leadership expertise in areas critical to the Company. These include expertise in the energy and engineering industry, strategic planning and business development, business operations, sustainability and emerging technologies, finance and audit, corporate governance, cybersecurity, and other areas important to the Company’s strategy and oversight. Our Board also assesses director age, tenure, and Board continuity and strives to achieve a balance between the perspectives of new directors and those of longer-serving directors with institutional insights.

Criteria for Board Membership in Governance Guidelines

Our Governance Guidelines state that candidates for our Board, in order to be nominated by our ESG Committee, must be qualified and eligible to serve under applicable law, the Articles, and the NYSE rules, and should have:

In addition, the Governance Guidelines provide that the ESG Committee may consider additional factors when determining whether a candidate is qualified to serve on our Board, including the candidate’s:

TechnipFMC Proxy Statement 2023

Board Composition, Refreshment, and Succession Planning

The ESG Committee regularly evaluates the composition of our Board and considers whether the Board has the right set of backgrounds, experience, skills, diversity, and qualifications to effectively oversee our Company’s strategy and our executives’ execution of that strategy. One of the key goals of our Board composition is to ensure we have the right skills and experience on our Board to execute our strategic goals successfully and efficiently. As such, the Board actively considers diversity of backgrounds, experience, skills, geography, and perspectives, including gender and cultural diversity, in the recruitment and nomination of directors. Our current directors possess a diversity of such skills, experience, and expertise that are relevant to our business, such as the following:

The ESG Committee conducts a search, which may include assistance from an independent search firm, to identify, screen, and assess the capabilities of potential new director candidates. In recent years, this process resulted in the Company identifying and appointing new Board members in 2019, 2020, 2021, and 2023: Mr. Yearwood, Mses. Øvrum and Zurquiyah, and Mr. Gwin, respectively, as part of our ongoing Board refreshment focus.

In addition to evaluating directors’ skills and experience that tie directly to our business strategy, the ESG Committee also regularly considers any changes in the professional status, independence, outside commitments, and other public company directorships of our directors to assess the potential impact of these changes on the Board’s effectiveness.

TechnipFMC Proxy Statement 2023

Board and Committee Evaluations

The Board believes that a rigorous evaluation process is an essential component of strong corporate governance practices. Each year, the Board reviews its effectiveness through a comprehensive self-evaluation process at the Board and committee levels.

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Board Commitments

In conjunction with our Board and committee evaluations, our ESG Committee is responsible for ensuring that our directors possess and demonstrate a willingness to devote the required time and attention to Board duties and to otherwise fulfill the responsibilities required of directors.

A majority of our directors serve on no more than two other public company boards of directors. Our ESG Committee and our Board believe that each of our directors will continue to demonstrate her or his expertise and ability to dedicate sufficient time to carry out Board duties effectively and diligently. Except for Mr. Gwin, who joined in 2023, all of our current director nominees attended 100% of our Board and their respective committee meetings in 2022.

In assessing our directors’ ability to devote the required time to his or her Board duties, the ESG Committee reviews the nature of the other companies on which they serve, including whether any board service is with a company that is either affiliated with their employer or affiliated with one of their other directorships. The ESG Committee also discusses with each director the time commitments and expectations of his or her other board duties to ensure that he or she can continue to serve the Company and its shareholders effectively.

Mr. Carvalho Filho’s duties as a director of Companhia Brasileira de Distribuição (Grupo Pão de Açúcar) (“GPA”) include serving on the board of a GPA affiliate, Cnova N.V. GPA has a 34% ownership interest in Cnova N.V. and three out of nine directors on Cnova N.V.’s board of directors are appointed by GPA. As such, Mr. Carvalho Filho’s role and time commitment at these two companies differs from serving on two traditional, unrelated publicly traded companies. Notably, Mr. Carvalho Filho has attended 100% of all Board and relevant committee meetings since the formation of TechnipFMC. His preparedness for meetings and active engagement with our Board and management continues to demonstrate his commitment to our Company and its shareholders.

Shareholder Recommendations for Future Candidates

Shareholders may submit recommendations for future candidates for election to the Board for consideration by the ESG Committee by writing to us at Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom, Attention: Corporate Secretary. All recommendations from shareholders will be reviewed by the ESG Committee. The ESG Committee evaluates nominees recommended by shareholders in the same manner in which it evaluates other nominees. Please see the section entitled “Criteria for Board Membership in Governance Guidelines” above for more information.

TechnipFMC Proxy Statement 2023

Board Diversity

Our Board of Directors demonstrates a broad range of diversity, across gender and race or ethnicity, in addition to their diversity of skills and experiences. The following charts show the composition of our Board by racial or ethnic, gender and nationality diversity.

TechnipFMC Proxy Statement 2023

Enterprise Risk Management

Executive management is responsible for the day-to-day management of the risks the Company faces, while our Board, as a whole and through its various committees, has responsibility for the oversight of risk management for the Company. The Company has an Enterprise Risk Management (“ERM”) process and framework to identify and evaluate varying levels of risk and their potential impact on the Company, as well as steps to mitigate those risks. As part of the ERM framework, our senior management, led by our Chair and CEO, undertakes a process that identifies, categorizes, and analyzes the relative severity and likelihood of the various risks to which the Company is or may be subject. In addition, our Board and its committees receive periodic reports from senior management that identify and assess significant enterprise-related risks and address mitigation strategies and plans implemented or proposed for each key risk.

In addition, while the Board has ultimate responsibility for overall risk management oversight, it has designated each of its three Board committees with oversight of certain risks within their own areas of responsibility, as indicated in the table below.

HSE risks and mitigating actions are reported to the Board of Directors by our Chair and CEO for consideration and advice. HSE is one of the core risk areas for our Company and therefore the Board of Directors has determined that the responsibility for this area is shouldered by the entire Board. For more information on our HSE activities, please see the section entitled “Health, Safety, and Security” in our U.K. Annual Report and Accounts.

TechnipFMC Proxy Statement 2023

Committees of the Board of Directors

The Board continually reviews the scope of responsibilities of its committees to ensure that each functions appropriately to provide requisite oversight and guidance. Our Board maintains an Audit Committee, a Compensation and Talent Committee, and an ESG Committee, each of which comprises a minimum of three directors selected by the Board upon recommendation of the ESG Committee. Each member of our Audit Committee, Compensation and Talent Committee, and ESG Committee, which collectively includes all members of our Board other than our Chair and CEO, meets the independence standards as defined under the NYSE’s listing standards and SEC rules, as applicable. Additionally, each member of our Audit Committee qualifies as an “audit committee financial expert,” as defined by SEC rules.

In 2020, to better reflect our focus on corporate responsibility and sustainability at the Board level, the originally named Nominating and Corporate Governance Committee’s charter was substantially expanded to include oversight of the Company’s policies, programs, and strategies related to environmental stewardship, responsible investment, corporate citizenship, human rights, and ESG risk management. The charter of this committee, now our ESG Committee, was amended to refine its focus on ESG matters, with responsibility for reviewing and monitoring the development and implementation of ESG targets, standards, metrics, or methodologies, and reviewing the Company’s public disclosures with respect to ESG matters.

In 2022, to enhance our commitment to our employees, we changed the name of our Compensation Committee to the Compensation and Talent Committee, and expanded the scope of its charter to include oversight of succession planning of executive officers and senior management, with an enhanced focus on training and development and diversity, equity, and inclusion across TechnipFMC.

We also amended the charter of our Audit Committee to include responsibility for reviewing the metrics of certain health, safety, and environmental matters. Oversight for health, safety, environmental, and security matters remains with the full Board.

The Board receives regular updates from its committees on individual categories of risk, including strategy, financial/ operations, cybersecurity, people, technology, investment, legal/compliance, political/legislative/regulatory, corporate social responsibility, and sustainability. Each of these committees operates pursuant to a written charter setting out the functions and responsibilities of the committee, which is reviewed annually, and may be viewed on our website at www.technipfmc.com under the heading “About us > ESG.”

TechnipFMC Proxy Statement 2023

Audit Committee

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Compensation and Talent Committee

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ESG Committee

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Board Meetings and Attendance

Our Board met in person or by telephone conference four times in 2022.

Director Independence

Annual Review of Independence

The ESG Committee conducts an annual review of the independence of Board members and reports its findings to the full Board, which then makes a determination as to the independence of each director, as defined under the standards adopted by the NYSE and regulations adopted by the SEC. These standards specify certain relationships that are prohibited in order for a director to be deemed independent. In addition to these objective standards, our Board makes a subjective determination of independence by evaluating all relevant facts and circumstances. In particular, when assessing the materiality of a director’s relationship with the Company, the Board considers the issue not merely from the standpoint of the director, but also from the standpoint of persons or organizations with whom the director has an affiliation.

The Board has not adopted a policy that deems a director to be non-independent after a certain tenure on the Board as we believe our retirement policy and natural turnover will achieve the appropriate balance between long-term directors with deep institutional knowledge and new directors who bring fresh perspectives and diversity to our Board. Our Board reviews director tenure in connection with its director independence determinations. If all of our director nominees are elected at the Annual Meeting, the average tenure of our independent directors will be approximately four years as the Board believes prior service on our legacy companies differed in breadth and scope from current service on our Board.

The Board’s independence determinations included a review of all 2022 commercial transactions, relationships, and arrangements between us and our subsidiaries, affiliates, and executive officers with entities associated with our directors or members of their immediate family. Such transactions, relationships, and arrangements are summarized below.

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Independence Determination

In determining that none of the relationships noted above affected the independence of any of the interested directors, the ESG Committee considered the nature of the transactions, the dollar amounts involved, and the respective director’s role, if any, in the transaction.

Based on the report and recommendation of the ESG Committee, the Board has affirmatively determined that each of our non-executive directors is “independent” as defined under the NYSE listing standards. As such, following our Annual Meeting, eight of our nine directors will be non-executive, independent directors. In addition, the Board has affirmatively determined that all of the members of the Audit Committee and Compensation and Talent Committee satisfy the enhanced independence criteria required for such members under regulations adopted by the SEC and NYSE listing standards.

Compensation Committee Interlocks
and Insider Participation

From January 1, 2022 through December 31, 2022, the members of the Compensation and Talent Committee of the Board were Claire S. Farley, John O’Leary, and John Yearwood. None of these persons has ever been an officer or employee of the Company or any of our subsidiaries or had any relationships with us or any of our subsidiaries requiring disclosure under SEC regulations. None of our executive officers has ever served on the board of directors or the compensation committee (or board committee performing equivalent functions) of any other entity that has had any executive officer serving as a member of our Board or Compensation and Talent Committee.

Communications with Directors

To provide our shareholders and other interested parties with a direct and open line of communication to our Board, a process has been established for communications with any member of the Board, including our Lead Independent Director, the Chair of any of our committees, or with our non-executive directors as a group, by sending such written communication to c/o Lead Independent Director, TechnipFMC plc, Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom. Please visit our website at www.technipfmc.com for any changes to our principal headquarters address. All communications will be received, processed, and then directed to the appropriate member(s) of our Board, other than, at the Board’s request, certain items unrelated to the Board’s duties, such as spam, junk mail, solicitations, employment inquires, and similar items.

TechnipFMC Proxy Statement 2023

Director Compensation

This section describes the Company’s compensation programs that apply to our non-executive directors. The compensation of our Chair and CEO, Douglas Pferdehirt, is included in the “Executive Compensation Discussion and Analysis” section below because he is a named executive officer (“NEO”) under SEC rules.

Non-executive Director Compensation

Compensation for our non-executive directors was developed by the Compensation and Talent Committee with the assistance of its compensation consultant, Fredrick W. Cook & Co., Inc. (“FW Cook”), and approved by the Board. The program, which comprises cash compensation and Restricted Stock Units (“RSU”) awards, is designed to reflect the practices of peer companies as determined by reference to the peer groups discussed in “Executive Compensation Discussion and Analysis.”

The directors’ compensation program is intended to provide a competitive package that enables the Company to attract and retain highly skilled individuals with relevant experience and the necessary time and ability to serve on the board of a company of our size, complexity, and geographical breadth. The program balances the practices within our market norms in our core geographies, and the varied expectations of our diverse shareholder base. Given the global talent pool that our directors represent, the program is also designed to provide sufficient flexibility in the form of compensation delivered to meet the needs of individuals who are located in different countries and the travel that is often required to attend meetings, while ensuring that a substantial portion of directors’ compensation is linked to the long-term success of the Company.

Key Non-executive Director Compensation Practices
	TechnipFMC uses an independent consulting firm to recommend changes in compensation for non-executive directors.
	Any changes to our director compensation program are reviewed and approved by our Compensation and Talent Committee, comprising independent directors.
	Any changes to our director compensation program recommended by our Compensation and Talent Committee must be ratified by a vote of our full Board.
	Our Directors’ Remuneration Policy reflects sector and geographic (U.S. and European) peer groups as well as both U.S. and European compensation practices, given the global nature of the Company, our NYSE listing, and our U.K. incorporation.
	Our Directors’ Remuneration Policy provides for an annual cap on total remuneration (i.e., cash and equity awards) of $500,000.
	Each non-executive director is subject to a share ownership requirement of 5x the annual cash retainer.

TechnipFMC Proxy Statement 2023

Components of Non-executive Director Compensation

The following table describes the components of the Company’s non-executive director compensation program for 2022 pursuant to our Directors’ Remuneration Policy, which was approved at the 2021 Annual Meeting.

TechnipFMC Proxy Statement 2023

Non-executive Director Compensation Table

The following table details the total compensation for our non-executive directors for the year ended December 31, 2022. Our Chair and CEO, Mr. Pferdehirt did not receive any additional compensation for his service as a director.

2022 Members of the Board of Directors

Other Benefits

Each non-executive director receives reimbursement for travel and other related expenses incurred in connection with attending Board and committee meetings.

TechnipFMC Proxy Statement 2023

Director Share Ownership Requirements

All of our directors met their pro-rated share ownership requirements as of December 31, 2022.

TechnipFMC Proxy Statement 2023

Proposal 2 —
2022 Say-on-Pay for NEOs

What am I voting on?

Executive compensation is an important matter to the Company, the Board, the Compensation and Talent Committee, and the Company’s shareholders. Our executive compensation program is reviewed by the Compensation and Talent Committee with the objective of developing a program that drives the achievement of the Company’s overall performance and business strategies to create and preserve value for our shareholders.

Our say-on-pay vote gives our shareholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our NEOs as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion. We currently include this advisory vote on an annual basis. While the say-on-pay vote is advisory and therefore not binding, our Board and Compensation and Talent Committee value the diverse perspectives of our shareholders, which we receive through a number of channels, including the say-on-pay vote. We carefully consider our shareholders’ feedback throughout the year in evaluating our executive compensation program. We are asking our shareholders to approve the compensation of our NEOs by casting a vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion is hereby APPROVED.”

Where can I find information about executive compensation?

The “Executive Compensation Discussion and Analysis” section of this Proxy Statement describes in detail our executive compensation program and decisions made by our Compensation and Talent Committee for 2022.

Is this vote binding on the Board or the Compensation and Talent Committee? 

This vote is advisory only, pursuant to Section 14(a) of the Exchange Act, and our NEOs’ 2022 compensation is not conditional on it. The vote will not be binding upon the Board or the Compensation and Talent Committee, and neither the Board nor the Compensation and Talent Committee will be required to take any action (or refrain from taking any action) as a result of the outcome of the vote on this proposal.

The Board values shareholders’ feedback, and the Compensation and Talent Committee will review and consider the outcome of the vote, as well as feedback received directly from shareholders from our shareholder engagement program, in connection with the ongoing review of the Company’s executive compensation program. However, shareholders should note that because the advisory vote on executive compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual general meeting of shareholders.

	How does the Board recommend that I vote?
	The Board recommends that you vote “FOR” this proposal.

TechnipFMC Proxy Statement 2023

Proposal 3 — 2022 Directors’ Remuneration Report

What am I voting on? 

All U.K. incorporated companies that are “quoted companies” under the Companies Act are required to submit their directors’ remuneration report to shareholders on an annual basis. As such, we are asking our shareholders to approve, on a non-binding advisory basis, the 2022 Directors’ Remuneration Report of our U.K. Annual Report and Accounts, which reports our 2022 executive and non-executive directors’ compensation. Please see the discussion under “Proposal 2 — 2022 Say-on-Pay for NEOs” above for the reasons why the Board is recommending that the shareholders vote “FOR” the 2022 Directors’ Remuneration Report.

Is this vote binding on the Board or the Compensation and Talent Committee? 

This vote is advisory only, pursuant to the Companies Act, and our directors’ entitlement to receive remuneration is not conditional on it. Payments made or promised to directors will not have to be repaid, reduced, or withheld in the event the resolution is not passed.

The resolution and vote are a means of providing shareholder feedback to the Board. The Board values shareholders’ feedback, and the Compensation and Talent Committee will review and consider the outcome of the vote in connection with the ongoing review of the Company’s executive director and non-executive director compensation programs.

	How does the Board recommend that I vote?
	The Board recommends that you vote “FOR” this proposal.

TechnipFMC Proxy Statement 2023

Executive Compensation Discussion and Analysis

Unlocking Shareholder Value

In 2021, the Board of Directors and executive officers led the successful Spin-off of Technip Energies and the emergence of TechnipFMC as a leading technology provider to the traditional and new energy industries, delivering fully integrated projects, products, and services.

Since then, we have continued our transformation and taken meaningful actions that led to shareholder value creation.

TechnipFMC Proxy Statement 2023

We Significantly Outperformed our Peers in 2022

Driven by the value creation from these and other strategic actions, we significantly outperformed our peer group in 2022 as evidenced by the performance of our stock, our relative TSR and relative degree of alignment for 2022.

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Shareholder Engagement and Response to Say-on-Pay Vote 

We have historically received shareholder support for our executive compensation programs with say-on-pay support in 2020 and 2021 averaging 85%. At the 2022 Annual Meeting, we received approximately 56% shareholder support for our 2021 executive compensation program.

How We Engaged Shareholders

We value feedback from our shareholders and undertook extensive efforts to engage with shareholders in 2022 and early 2023 to understand their perspective and took actions based on their feedback.

Our shareholder engagement plan was actioned in three ways:

Undertook a shareholder perception study. During August and September 2022, we engaged a highly regarded strategic communications firm to carry out a perception study with shareholders to gain anonymous insight and feedback on topics such as our business strategy, capital allocation, management performance and corporate governance topics, including our executive compensation programs.

Held face-to-face meetings with shareholders. During December 2022, our Chair and CEO and SVP, Investor Relations and Corporate Development traveled to meet in person with institutional shareholders representing 35% of our Ordinary Shares outstanding. These meetings followed our perception study and allowed for a more robust discussion of several topics raised by our shareholders.

Annual shareholder engagement sessions. In addition to direct engagement with portfolio management teams, we held shareholder engagement sessions as part of our regular annual practice, but also to get feedback and address concerns following the low Remuneration Report vote for our 2021 compensation program. We heard directly from them on various elements of our corporate governance, including executive compensation and our goals and achievements in addressing environmental and social issues/topics. In these sessions, we offered the participation of our Lead Independent Director and Chair of Compensation and Talent Committee as requested by shareholders.

What We Heard From Shareholders

During 2021-2022 engagement, our shareholders recommended changes to our long-term incentive (“LTI”) plan that further aligned our compensation practices with their interests. These changes included: (1) the reintroduction of return on invested capital (“ROIC”) as a performance measure in our LTI plan; and (2) increased rigor of the relative TSR payout scale in our LTI plan. These changes were made in our plan for the 2022 plan year, and our shareholders favorably acknowledged these changes in our 2022-2023 engagement.

Additionally, shareholders indicated concerns on the removal of performance conditions in outstanding 2019 and 2020 performance share unit awards. The Spin-off in 2021 resulted in the emergence of TechnipFMC as a leading technology provider to the traditional and new energy industries with a compelling and distinct investment profile. Following the Spin-off, the performance conditions were removed to pay out at target on the vesting date, since it was no longer possible to measure 2019-2021 and 2020-2022 performance against the set goals. We heard from our shareholders that they did not support this action, even with the rationale we provided. We accept this feedback and do not intend to remove performance conditions for our performance-based awards in the future.

TechnipFMC Proxy Statement 2023

What We Did Based on Shareholder Feedback 

Outlined below is a summary of our shareholder engagement, shareholder feedback, and the actions we took to address them:

Shareholder engagement team

Chair and CEO • SVP, Investor Relations and Corporate Development • EVP, Chief Legal Officer and Secretary
• EVP, People and Culture • Other members of senior leadership, as applicable.

Shareholder engagement and the outcome of our annual say-on-pay vote will continue to inform our future compensation decisions. Our shareholders have the opportunity to vote on our NEO compensation at the upcoming Annual Meeting. Please see the section entitled “Proposal 2 – 2022 Say-on-Pay for NEOs” on page 46 of this Proxy Statement for more information on this advisory vote.

TechnipFMC Proxy Statement 2023

Our Executive Compensation Links Pay to the Advancement of TechnipFMC’s Financial Performance, Business Strategies and Shareholder Value Creation

We strive to exceed our key financial and business objectives and we link these to the long and short-term incentive components of our executive compensation.

The components of our executive compensation are summarized below.

TechnipFMC Proxy Statement 2023

Results of 2022 Financial Results Tied to Executive Compensation

Loss from continuing operations attributable to TechnipFMC plc was $61.9 million with a margin of 0.9%, compared to income of $87.8 million with a margin of 1.4% for the prior year. These results included after-tax charges and credits totaling $49.3 million and a loss on early extinguishment of debt of $29.8 million. Adjusted EBITDA¹, which excludes foreign exchange gains and losses, was $670 million, an increase of 18.7% compared to the prior year. Adjusted EBITDA margin¹ was 10.0%, a nearly 120-basis point improvement compared to the prior year.

Our continued focus on cash generation resulted in resulted in $352 million of operating cash flow and $194 million of free cash flow¹ in 2022. Strong cash generation and an improved capital structure will provide us with the flexibility needed for both sustainable shareholder distributions as well as the strategic investments we may pursue to ensure TechnipFMC remains a market leader today and in the energy future of tomorrow.

Adjusted EBITDA, adjusted EBITDA margin and free cash flow are non-GAAP measures. We believe that adjusted EBITDA, adjusted EBITDA margin and free cash flow¹ enable investors and management to more effectively evaluate our operations and consolidated results of operations period-over-period. The foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP.

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Named Executive Officers

Douglas J. Pferdehirt Age: 59 Position Held in 2022: Chair and Chief Executive Officer		Alf Melin Age: 53 Position Held in 2022: Executive Vice President and Chief Financial Officer
Justin Rounce Age: 56 Position Held in 2022: Executive Vice President and Chief Technology Officer		Victoria Lazar Age: 57 Position Held in 2022: Executive Vice President, Chief Legal Officer and Secretary
Jonathan Landes Age: 50 Position Held in 2022: President, Subsea

Our Executive Compensation Philosophy

Our executive compensation programs are designed to directly link our executives’ pay to their performance and the achievement of TechnipFMC’s overall performance and business strategies to create and preserve value for our shareholders.

Our vision to enhance the performance of the world’s energy industry is supported by the relentless drive of every individual at TechnipFMC. We are united by one single purpose: to bring together the scope, knowledge, and determination to transform our clients’ project economics. Our executive compensation is designed to help us achieve our vision by:

TechnipFMC Proxy Statement 2023

Our 2022 Pay Programs Emphasize Pay-for-Performance

Our executive compensation incentive mix is intended to create a balance between achieving both short-term and long-term interests of the business through short-term and long-term compensation and link the interests of our NEOs with shareholders through significant at-risk-compensation.

TechnipFMC Proxy Statement 2023

As intended by our pay-for-performance program, our 2022 executive compensation is directly tied to key financial, operational, ESG, and individual measures.

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2022 Financial Results Tied to our Annual Cash Incentive

The annual cash incentive comprises 13% and 22% of 2022 total target at-risk compensation for our CEO and other NEOs, respectively. Our CEO and other NEOs achieved a payout ranging from 111% to 125% of target for the annual cash incentive, based on the following:

For detailed information regarding our 2022 results, please see our Annual Report on Form 10-K, which reports our results using U.S. GAAP, and our U.K. Annual Report and Accounts, which reports our results using international financial reporting standards (as adopted by the U.K.).

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Good Governance and Compensation Practices Aligned with Shareholders

Our compensation practices are designed to align with shareholder interests and incorporate strong governance practices that support the guiding principles of our executive compensation program, which include the following:

TechnipFMC Proxy Statement 2023

Compensation Governance

Role of the Compensation and Talent Committee

Our Compensation and Talent Committee, comprising of independent non-executive directors, oversees our executive compensation program and determines the compensation for our executive officers on behalf of the Board. The Compensation and Talent Committee is responsible for, among other things, reviewing, evaluating, and approving:

The Compensation and Talent Committee also reviews the Company’s incentive compensation arrangements to ensure that they do not incentivize excessive risk-taking and evaluates compensation policies and practices that could mitigate any such risk.

Additional information on the roles and responsibilities of the Compensation and Talent Committee is provided in the section “Corporate Governance–Committees of the Board of Directors–Compensation and Talent Committee,” and the charter of the Compensation and Talent Committee may be viewed on our website at www.technipfmc.com under the heading “About us > ESG.”

Role of the Compensation and Talent Committee’s Independent Consultant

Under its charter, the Compensation and Talent Committee has the sole authority to retain and terminate any compensation consultant, outside counsel, or any other advisors engaged to assist in the evaluation of compensation of directors or executive officers, including the sole authority to approve the consultant’s fees and its terms. The Compensation and Talent Committee considers appropriate standards in selecting its compensation consultants consistent with NYSE rules, SEC rules, and requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

In March 2021, the Committee selected FW Cook as its independent compensation consultant. During 2022, FW Cook provided advice to the Compensation and Talent Committee on the prevalence and design of executive compensation programs. In addition, FW Cook advised the Committee on 2022 director and executive compensation matters, updates on executive compensation trends and applicable legislative and governance activity, and on the Compensation Peer Group used to establish the market value of executive jobs and inform pay practices.

The Committee assesses FW Cook’s independence and objectivity by considering seven factors:

TechnipFMC Proxy Statement 2023

The Compensation and Organization Development Committee has considered and assessed all relevant factors, including those required by the SEC, that could give rise to a potential conflict of interest and determined that FW Cook’s work performed during 2022 did not raise any conflicts of interest.

FW Cook was paid approximately $226,412 in time and expense fees related to executive compensation services provided in 2022. FW Cook provides no services to TechnipFMC or its management other than the services provided to the Committee in its capacity as the Committee’s independent advisor on executive and director compensation matters. In accordance with its annual practice and pursuant to the SEC rules and NYSE listing standards, the Committee annually reviews and considers the independence of FW Cook.

The Annual Process 

Each year the Compensation and Talent Committee approves an annual calendar which sets out the key activities in accordance with its charter. The key activities of the committee in 2022 were as follows:

► Approve compensation decisions and equity awards for directors and officers   ► Approve Company performance achievements for prior year in relation to annual short-term and long-term incentive plans   ► Review and discuss executive compensation strategy, structure, and programs   ► Approve annual compensation disclosures in Company Proxy Statement and U.K. Annual Report and Accounts	► Review executive officer share ownership guidelines and compliance   ► Discuss proxy advisory feedback, shareholder engagement outcomes and review annual meeting vote results   ► Determination of the Compensation Peer Group	► Review internal governance policies (e.g., claw-back, insider trading policy, anti-hedging, pledging) and compliance   ► Approve equity programs, annual equity budget for non-executives, and impact on shareholder dilution   ► Review of peer compensation practices and executive leadership compensation versus Compensation Peer Group   ► Provide feedback on potential framework for annual and long-term incentive plans for the upcoming fiscal year   ► Review the Company’s strategy related to succession planning for senior leadership roles

TechnipFMC Proxy Statement 2023

Compensation Decisions

Compensation Peer Group

We compete with energy industry companies, as well as with other industries and professions, for executive-level talent. In making decisions about target compensation levels, the Compensation and Talent Committee reviews data from peer group proxy statements as well as general industry and industry-specific market surveys.

In looking for potential peer companies, the Compensation and Talent Committee evaluated companies with reasonably similar business characteristics, which included:

Following this evaluation, the Committee determined that the following companies continue to constitute the peer group for benchmarking executive compensation decisions for 2022 and 2023.

Setting Target Executive Compensation

In determining the target compensation package for each NEO, the Compensation and Talent Committee compares each element and combined total of an NEO’s compensation to data for relevant roles within the Compensation Peer Group. To provide additional perspectives, the Compensation and Talent Committee also considers internal relativities between the CEO and the NEOs.

In setting target compensation, the Compensation and Talent Committee also considers market median data, as well as other factors including the experience, tenure, role criticality, and performance of the incumbent NEOs. In addition, any changes to the CEO’s target compensation are in accordance with the shareholder-approved Directors’ Remuneration Policy.

TechnipFMC Proxy Statement 2023

No executive participates in any discussion that relates to his or her own compensation.

Use of Compensation Tally Sheets

The Compensation and Talent Committee uses tally sheets to ensure they receive the information necessary to evaluate the total compensation of an NEO. Tally sheets list each component of an executive’s compensation throughout a range of alternative scenarios (e.g., termination, change-in-control transaction, etc.). The compensatory amounts include cash compensation, accumulated deferred compensation balances, outstanding equity awards, benefits, perquisites, and any other item, as well as projected values of equity awards under various performance and termination scenarios, realized stock option and stock gains, and total wealth accumulation.

Establishing Performance Measures and Goals

In setting performance goals, the Compensation and Talent Committee considers the Company’s annual financial plans, strategic initiatives, and projections, which are impacted by the following factors:

These inputs inform discussions regarding both the targets and the ranges around the targets to ensure the goals are sufficiently difficult without incentivizing inappropriate risk taking.

Elements of 2022 Executive Compensation