UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.       )

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TechnipFMC Proxy Statement 2021

Notice of 2021 Annual General Meeting of Shareholders

TechnipFMC plc

(a public limited company having its registered office at One St. Paul’s Churchyard, London EC4M 8AP, United Kingdom and incorporated in England and Wales with company number 09909709)

May 20, 2021

10:00 a.m., London time

Pitreavie Business Park, Queensferry Road, Dunfermline KY11 8UD, United Kingdom

TechnipFMC Proxy Statement 2021

These items are more fully described in the Proxy Statement attached, which forms a part of this Notice of Annual Meeting. As of the date of the Proxy Statement, TechnipFMC does not know of any other matters to be raised at the 2021 Annual General Meeting of Shareholders.

Your vote is very important. Whether or not you plan to attend the 2021 Annual General Meeting of Shareholders in person, please (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.

April 9, 2021

On behalf of the Board of Directors,

Victoria Lazar

Executive Vice President, Chief Legal Officer, and Secretary

TechnipFMC Proxy Statement 2021

Proxy Statement for the 2021 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 2021 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 April 9, 2021 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:

A

Internet at www.proxyvote.com

B

Telephone at 1-800-579-1639

or C

Email at sendmaterial@proxyvote.com

Our Annual Report on Form 10-K, including consolidated financial statements, for the year ended December 31, 2020 (our “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 One St. Paul’s Churchyard, London EC4M 8AP, United Kingdom. Our telephone number in our London office is +44 20 3429 3950. 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”) and the Euronext Paris exchange (“Euronext”) under the symbol “FTI.” As a result, the Company is governed by the Companies Act, U.S. securities laws and regulations, E.U. securities regulations, and the listing standards of the NYSE and Euronext.

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 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 ESG plans and goals, made in this document are forward-looking. We use words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “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. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements include those set forth in our 2020 Annual Report on Form 10-K. Website references throughout the Proxy Materials are provided for convenience only, and the content on the referenced websites is not incorporated by reference into the Proxy Materials.

TechnipFMC Proxy Statement 2021

Contents

TechnipFMC Proxy Statement 2021

TechnipFMC Proxy Statement 2021

2021 Proxy Summary

 

Along with the Notice of Annual Meeting, we are providing this Proxy Statement, the U.K. Annual Report and Accounts, and our 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 2020 financial performance, please review our Form 10-K and our U.K. Annual Report and Accounts.

 

Annual Meeting Information

 

Time and Date   May 20, 2021 at 10:00 a.m., London time	Place   Pitreavie Business Park, Queensferry Road, Dunfermline KY11 8UD, United Kingdom	Record Date   March 24, 2021, 5:00 p.m., New York time
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 Deadlines   New York Stock Exchange shares: 11:59 PM, New York time, on May 19, 2021   Euronext Paris Exchange shares: Direct or indirect nominative form (au nominatif pur ou administré): 11:59 PM, New York time, on May 19, 2021   Anonymous/bearer form (au porteur): Return voting card to your bank, broker, or financial intermediary before May 17, 2021
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 2021

TechnipFMC Proxy Statement 2021

Core Values and Foundational Beliefs

 

Our decisions regarding corporate responsibility, governance, and sustainability are founded on the principles that guide our Company. Our core values provide the framework for all of our decision making and are based on our foundational beliefs (“Foundational Beliefs”).

 

Our core values

 

Realizing possibilities	Achieving together	Building trust
The heart of everything we do
► We strive for ever better   ► We take initiative   ► We learn from success and failure	► We work as one team   ► We share knowledge   ► We embrace diversity of thought	► We listen to improve   ► We partner constructively   ► We seek to outperform

 

Our Foundational Beliefs are the cornerstone of our values that describe how we fundamentally do business and what we never compromise on, no matter the circumstances.

 

 

For additional details on the Company’s core values, Foundational Beliefs, and our sustainability program, please see the section entitled “Corporate Responsibility and Sustainability.”

TechnipFMC Proxy Statement 2021

Governance Highlights

 

Board and Governance Best Practices

 

Independent Board Oversight
Robust Lead Independent Director role to serve as an effective counterbalance to the role of the Chairman and CEO
All directors are independent except the Chairman and CEO
Fully independent Board committees
Regular executive sessions of independent directors

 

Governance Best Practices
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 two new directors in 2019 and one new director in each of 2020 and 2021
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

 

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

TechnipFMC Proxy Statement 2021

TechnipFMC Proxy Statement 2021

Director Nominees

 

 

	Douglas J. Pferdehirt Chairman and CEO Age: 57 Committees: None			Eleazar de Carvalho Filho Independent Age: 63 Committees: Audit
	Claire S. Farley Lead Independent Director Age: 62 Committees: Compensation			Peter Mellbye Independent Age: 71 Committees: ESG (Chair)
	John O’Leary Independent Age: 65 Committees: Compensation			Margareth Øvrum Independent Age: 62 Committees: ESG
	Kay G. Priestly Independent Age: 65 Committees: Audit (Chair)			John Yearwood Independent Age: 61 Committees: Compensation, ESG
	Sophie Zurquiyah Independent Age: 54 Committees: Audit

 

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

TechnipFMC Proxy Statement 2021

TechnipFMC Proxy Statement 2021

ESG
Appointed Margareth Øvrum and Sophie Zurquiyah to the Board			► Reduced the size of the Board from 15 to 10 directors upon the completion of the Spin-off, which will be further reduced to nine directors at the Annual Meeting   ► Formed our ESG Committee to reflect expanded oversight duties and commitment to ESG matters and reporting   ► Achieved all of our 2018-2020 ESG objectives, and announced our 2021-2023 ESG commitments and scorecard, including a “50 by 30” objective to reduce CO2 emissions by 50% by 2030   ► Enhanced commitment to Inclusion and Diversity across the organization   ► For 2021, included an ESG metric in our annual cash incentive plan, to directly link our compensation program to our ESG commitments and objectives

 

 

  Compensation

 

 

The COVID-19 impact on the Company triggered a need to adjust our compensation program, as we strived to achieve appropriate results in an exceptional year, and to reinforce the link between pay and performance alignment with the long-term interests of our shareholders.
►	Reduced Chairman and CEO’s salary by 30% and other executives’ salaries by 20% for the remainder of 2020, effective May 1, 2020
►	Reduced directors’ annual cash retainers by 30% for the remainder of 2020, effective May 1, 2020

►	Adjusted 2020 annual incentive metrics for Q2-Q4 2020 to address strategic priorities due to the COVID-19 pandemic and business downturn and capped payout for business performance indicators at target (100%)

►	Continued to include sustainability measures in the individual performance portion of our annual cash incentive plan to reinforce the Company’s commitment to our Foundational Beliefs while responding to the challenging business environment

TechnipFMC Proxy Statement 2021

TechnipFMC Proxy Statement 2021

Executive Compensation

Our named executive officers (“NEOs”) for 2020 are:

 

	Douglas J. Pferdehirt Age: 57 Position Held in 2020: Chairman and Chief Executive Officer
	Maryann T. Mannen Age: 58 Position Held in 2020: Executive Vice President and Chief Financial Officer
	Justin Rounce Age: 54 Position Held in 2020: Executive Vice President and Chief Technology Officer
	Arnaud Pieton Age: 47 Positions Held in 2020: President of Subsea from January 1 through October 2, 2020	President and CEO-elect of Technip Energies from October 2, 2020 through December 31, 2020
	Barry Glickman Age: 52 Position Held in 2020: President of Surface
	Catherine MacGregor Age: 48 Position Held in 2020: President of Technip Energies from January 1 through October 2, 2020	Departed from TechnipFMC on October 31, 2020
	Nello Uccelletti Age: 67 Position Held in 2020: Advisor to the CEO from January 1 through February 29, 2020	Retired from TechnipFMC on February 29, 2020

TechnipFMC Proxy Statement 2021

TechnipFMC Proxy Statement 2021

TechnipFMC Proxy Statement 2021

TechnipFMC Proxy Statement 2021

Corporate Responsibility and Sustainability

TechnipFMC is a leading technology provider to the traditional and new energy industries, delivering fully integrated projects, products, and services. Our vision to enhance the performance of the world’s energy industry is supported by a relentless drive of every individual at TechnipFMC.

Our decisions regarding corporate responsibility, governance, and sustainability are founded on the principles that guide our Company. Our core values provide the framework for all of our decision making and are based on our Foundational Beliefs.

In 2020, to better reflect our focus on corporate responsibility and sustainability at the Board level, the 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, human capital management, ESG risk management, and other ESG matters, as well as other social and public matters of significance to the Company. This committee, now renamed our ESG Committee, also reviews and monitors the development and implementation of ESG targets, standards, metrics or methodologies, and reviews the Company’s public disclosures with respect to ESG matters.

Core Values and Foundational Beliefs

Our core values are the drivers that guide how we act in a distinctly TechnipFMC way so we can deliver on our purpose and achieve our vision. We bring our values to life through our behaviors-specific, observable, and measurable actions.

Our core values

Realizing possibilities

Achieving together

Building trust

The heart of everything we do

Our Foundational Beliefs are the cornerstone of our values that describe how we fundamentally do business and what we never compromise on, no matter the circumstances.

TechnipFMC Proxy Statement 2021

Code of Business Conduct

Our Code of Business Conduct is built on our Foundational Beliefs and gives our directors, officers, and employees a common language and playbook for decisions and actions that help us live our core values. We are committed to establishing and maintaining an effective compliance program that is intended to increase the likelihood of preventing, detecting, and correcting violations of Company policy and the law. Moreover, we have a hotline in place for employees, officers, directors, and external parties to anonymously report violations of our Code of Business Conduct or complaints regarding accounting and auditing practices. Reports of possible violations of financial or accounting policies are reported to our Audit Committee.

We will disclose amendments to, or waivers of, our Code of Business Conduct that are required to be disclosed under the U.S. Securities and Exchange Commission (“SEC”) and NYSE rules or any other applicable laws, rules, and regulations. Any waiver of our Code of Business Conduct for our officers and directors must be approved by the Board or a relevant Board committee. We have not made any such waivers, and do not anticipate making any such waiver.

TechnipFMC Proxy Statement 2021

Corporate Responsibility and Sustainability 2018-2020

We believe corporate responsibility and sustainability is a key element of our Company’s long-term success and is, therefore, one of our Foundational Beliefs. To ensure that the Company is collectively focused on making meaningful and tangible changes, we focused our sustainability efforts under three pillars for the years 2018-2020.

Corporate Responsibility and Sustainability Pillars

Supporting communities

Advancing gender diversity

Respecting the environment

Main objectives

Over the last three years, we have set key performance targets for each of these pillars and measure our performance against these targets. In addition to these annual objectives, which are described further below, the Company demonstrates its commitment in other ways as it relates to climate change, energy efficiency, renewable resources, water management, material and waste management, and air emissions, all of which are described further within the Strategic Report of our U.K. Annual Report.

For instance, in 2020, TechnipFMC reaffirmed its support of the Ten Principles of the United Nations (“UN”) Global Compact in the areas of Human Rights, Labor, Environment, and Anti-Corruption. The UN Global Compact requires an annual Communication on Progress, which is submitted and made publicly available on the UN Global Compact website.

TechnipFMC Proxy Statement 2021

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.

After evaluation, we have selected certain 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.

Additionally, our Code of Business Conduct requires that we, among other things:

Our Code of Business Conduct also covers many sustainability issues, from fair employment practices and equal opportunity to Health, Safety, and Environment (“HSE”), human rights, and community involvement. We also have a Quality, Health, Safety, Environment, and Security (“QHSES”) program aimed at preventing accidents and incidents, ensuring personal and corporate accountability, and simplifying practices and processes across our Company. Backed by our Foundational Beliefs, our QHSES teams create a culture of engagement to develop the leadership behaviors that deliver enhanced performance and business results. Regarding human rights, the Company is specifically advancing compliance in recruitment, working conditions, and supply chain practices. Since 2018, we have been a proud member of Building Responsibly, an industry-led initiative enabling construction and engineering companies to collaborate around their shared values, advance their compliance programs, and agree on common approaches regarding worker welfare and human rights.

In addition, we have three specific networking groups involving subject matter experts from all of our business units: the Sustainability Network, the Inclusion & Diversity Network, and the Environmental Working Group (“EWG”). These groups implement our sustainability strategy, share knowledge and best practices, develop global and local initiatives and report on results.

TechnipFMC Proxy Statement 2021

Supporting Communities

Supporting Communities is our first sustainability pillar. Our Code of Business Conduct encourages employees to engage with local communities where we live and work, to contribute to their social and economic self-sustainability, and to ensure that TechnipFMC is a responsible corporate citizen in our communities. It is the foundation of that responsibility that forges our commitment to local communities.

Supporting Communities – Objectives

TechnipFMC Proxy Statement 2021

Go beyond our commercial obligations to create in-country value

Keeping our initiatives and commitment
to support local communities

In 2020, 340 volunteer initiatives were organized in 33 countries where TechnipFMC operates, compared to 346 initiatives in 33 countries in 2019. Employees spent approximately 27,700 volunteer hours in 2020, versus 26,500 in 2019, creating in-country value through actions in health, education, STEM, local employment, environment, gender diversity, and other relevant and impactful local issues. Despite the impact of the COVID-19 pandemic and lockdown in many countries where we operate, our teams were creative and resilient, even designing remote volunteering initiatives, and committed to our continuous support of local communities.

In the resource-strained environment around COVID-19, our teams donated personal protection equipment, facemasks, sanitizers, cleaning products, food, medical supplies, and other products to local hospitals, local communities around our facilities, and other charitable organizations. In the United Kingdom, Brazil, and Norway, we also used internal resources to develop and print face shields that were donated to hospitals and medical facilities. In total, we organized more than 100 initiatives in 19 countries and donated more than 100,000 facemasks from our employees and through partnerships with our clients and suppliers.

TechnipFMC Proxy Statement 2021

Support and develop STEM initiatives

In 2020, we continued to focus on holding at least one STEM initiative in each Company entity with more than 300 employees. Initiatives developed in 2019 and 2020 can be grouped into three main areas: working with schools and/ or organizations to promote STEM for children, promoting STEM careers for students and young professionals, and promoting STEM for employees’ children. Although 2020 brought unique challenges to our traditional STEM format, our employees’ innovative ideas allowed us to offer STEM initiatives that met necessary health protocols and further advanced the Company’s emphasis on STEM topics. For 2020, 73 STEM initiatives were organized in 15 countries.

Enable employees to volunteer and support initiatives

In 2020, we continued our global volunteering program, iVolunteer, which we launched in 2019. iVolunteer enables employees to support initiatives in the communities where they live and work to promote positive, tangible, and collective impact on these communities. Globally, in 2020, our employees participated in local initiatives and spent approximately 27,700 hours volunteering, demonstrating their commitment to our communities despite the COVID-19 pandemic.

TechnipFMC Proxy Statement 2021

Below are some examples of our community outreach in 2020:

TechnipFMC Proxy Statement 2021

TechnipFMC Proxy Statement 2021

TechnipFMC Relief and Development Fund (“TRDF”)

The TRDF is a Company endowment fund created in 2011 to support social and charitable initiatives. Its main goals are to reinforce our corporate social responsibility and our local presence in the countries where we operate and to support not-for-profit social or general interest projects.

Every year, we select certain social projects, proposed and carried out by an association or a non-governmental organization, in a country where TechnipFMC has a long-term presence. In 2020, the TRDF helped:

TechnipFMC Proxy Statement 2021

Advancing Gender Diversity

Advancing Gender Diversity is our second sustainability pillar, and we believe it is not only a matter of responsibility, but also a business imperative for our success. We do not tolerate unlawful discrimination related to employment, and our Code of Business Conduct requires that employment decisions related to recruitment, selection, evaluation, compensation, and development, among others, are not influenced by race, color, religion, gender, age, ethnic origin, nationality, sexual orientation, marital status, or disability. We also ensure that our suppliers, customers, and business partners are aware of our goal of creating a diverse and tolerant workforce.

Our global framework and key performance indicators for 2018 through 2020 and beyond aim to promote and accelerate the development of women in all functions of our global organization.

Advancing Gender Diversity – Objectives

TechnipFMC Proxy Statement 2021

Ensure gender pay equity

In 2018, we reviewed 100% of our Company job functions to ensure pay equity. We identified areas for improvement and completed all necessary salary adjustments in 2019 to ensure fair compensation for all of our employees.

For 2020 and beyond, we will continuously monitor our compensation programs with respect to pay equity. During our annual salary review process, we review average salary adjustments by gender, taking into account performance ranking and salary market competitiveness, in order to identify and address any discrepancies by gender. We perform similar analyses for the annual individual performance payout under the annual cash incentive plan, as well as long-term equity grants. For long-term equity grants, we aim for the gender distribution to reflect the gender distribution in the Company.

As part of our commitment to inclusion and diversity, employee well-being, and work-life balance, we announced a Global Parental Leave Policy in 2020 that became effective in 2021. Our core values and Foundational Beliefs support an atmosphere where employees can thrive professionally without sacrificing essential family obligations and well-being. For parents, we recognize and support the need to care for and bond with a newborn or newly adopted child. Through our Global Parental Leave Policy, our aim is that our employees experience an inclusive working environment and feel welcome and comfortable working at TechnipFMC as a parent.

Guidelines in the Global Parental Leave Policy include minimum levels of caregiver leave for birth/adoption, compensation, benefits and career development during caregiver leave, job protection during leave, working schedule and workplace adaptation, support of breastfeeding mothers, and time off for infant care. The policy is designed with gender equity and same-sex parents in mind and is defined using the terms “primary caregiver” and “secondary caregiver” in lieu of more traditional definitions. We recognize that every family is different and believe that our policies should apply consistently, whoever the primary caregiver is in a given family.

The policy provides global principles aimed at helping the countries design their own local parental leave policies, compliant with local legislation. The policy sets a minimum standard across the Company, and where local guidelines require additional benefits, the local guidelines are implemented.

TechnipFMC Proxy Statement 2021

Improve gender balance

In 2019, to foster a diverse and inclusive culture, we launched our “Diversity & Inclusion - it Matters!” e-learning module with an aim to raise awareness of our differences and help our employees improve as people and professionals.

This e-learning module was added to New Hire Orientation in 2020 to promote our commitment to advancing gender diversity and an inclusive culture where all employees can reach their full potential. We also continued to improve gender balance in 2020 with a focus on increasing the representation of women hired as new graduates. In 2020, 40% of all graduates hired globally were women, surpassing our goal of 30%.

TechnipFMC has developed a culture that is based on the values of trust, mutual respect, and dialogue. In accordance with local legislation, regular meetings with trade union-appointed and/or works council representatives are organized for information and/or consultation. The European Works Council (“EWC”) meets at least twice a year and all of our European entities had joined the EWC by the end of 2019 with the EWC agreement signed by participants’ representatives by the end of 2019. In the first quarter of 2020, the EWC elected its new member and held two meetings in 2020, the first in May and the second in December.

The Company also fosters Employee Resource Groups (“ERGs”), which are voluntary, employee-led focus groups dedicated to a diverse and inclusive work environment. We currently have seven active ERGs with approximately 1,800 members in the United States, the United Kingdom, and Australia, covering IDEA - Inclusion, Development, and Equality for All; Parents Network; Supporting TechnipFMC to Reach Its Vision of Equity; Black Organization for Leadership & Development; Young Professionals Group; Military Veterans & Friends Network; and Organization of Networking Employees. ERGs discuss and promote topics related to inclusion and diversity, develop and organize events internally and externally, support local initiatives, and propose actions to improve accessibility and inclusivity for all at the workplace. TechnipFMC provides executive support to our ERGs to help strengthen employee relations and improve the well-being of our people.

TechnipFMC Proxy Statement 2021

In 2020, our Chairman and CEO made the pledge to CEO Action for Diversity and Inclusion™, committing to create a trusting environment where all ideas are welcome and employees feel comfortable and empowered to draw on their unique experiences and backgrounds. CEO Action for Diversity & Inclusion™ is the largest CEO-driven business commitment to advance diversity and inclusion in the workplace.

As of December 31, 2020, TechnipFMC had the following number of employees:

Promote women fairly and equally

Continuous discussions around improving representation of women in the organization helps us promote women fairly and equally throughout their career development process within our Company. In 2020, our People and Culture team reviewed all senior management succession plans to ensure that female candidates were considered and included. As a result, 76% of our succession plans in 2020 included at least one woman, which exceeded our 2020 objective to increase representation of women in succession plans by 5%.

The representation of women executives in 2020 increased by 2% compared to 2019. The representation of women in senior managers dropped from 22% to 19% in 2020 compared to 2019, respectively. We are committed to improving this dimension and took necessary steps in strengthening our succession plans and graduate intake in 2020. We have also developed an inclusive leadership curriculum, which, along with our executives’ commitment and systemic changes to policy and talent standards, should help improve female representation in senior manager roles in the medium to long term.

TechnipFMC Proxy Statement 2021

Respecting the Environment

Respecting the Environment is the third of our three sustainability pillars. We believe our environmental responsibility requires us to operate in a manner that minimizes the impact of our operations on the environment, develop sustainable solutions to reduce carbon emissions within our overall environmental footprint, and avoid any environmental incidents in our operations and activities.

Environmental Governance

Sustainability is one our Foundational Beliefs. Respecting the Environment is one of the three pillars of our sustainability strategy, described above.

As defined in our global QHSES policy, QHSES is managed as an integral part of our business, based on a genuine care and concern for people and the environment. We do not compromise on quality, safety, health, security, or environmental sustainability to achieve our financial, project, service, and manufacturing objectives. Our overall objectives regarding environmental responsibility are (i) to operate in a manner that minimizes the impact of our operations on the environment and develop sustainable solutions to reduce carbon emissions and our overall environmental footprint, and (ii) to avoid causing any environmental incidents.

We continue to commit resources and expertise to eliminate hazards, reduce risks, and prevent injury, ill health, and environmental pollution related to our activities through design, process improvement, and technologies.

A key element of our environmental management is our Global Environmental Management Standard, applicable to all our locations and projects globally. The standard and linked guidelines are an integral part of our global HSE management system. The standard and guidelines describe the minimum requirements and set the baseline for identifying potential environmental risk and opportunities, managing the environmental impact of our activities and projects during our business development, and improving our environmental performance. As part of our risk management process, environmental risks are regularly identified, monitored, and mitigated at every business level. The Company operates in a manner that minimizes the environmental impact of, and risks associated with, our activities, through effective environmental management standards that are implemented in an extended lifecycle context and perspective, fully in line with the latest ISO 14001 requirements and in compliance with all applicable marine environmental regulations. We seek to prevent and reduce our impact on the environment in accordance with legal requirements, ISO 14001 requirements, and international and internal standards. Environmental performance, including environmental incidents, rates, and risks, are consolidated monthly and reported to senior management.

TechnipFMC Proxy Statement 2021

Responsibility and Organization

The Company is committed to operating in compliance with all applicable environmental regulations, laws, and international codes and standards in the countries in which we operate. As such, environmental management is the responsibility of everyone at TechnipFMC, starting with our Board of Directors and ESG Committee. Our ESG Committee advises and recommends to the Board appropriate ESG practices and initiatives and oversees the Company’s progress in implementing its ESG practices and programs. The effective implementation of environmental policy depends upon management’s commitment, the accountability of every entity, an ongoing dialog with key stakeholders, and a chain of responsibility that extends to the workforce of the Company.

All entities and projects within the Company are managed by dedicated QHSES managers and directors, with a team of QHSES engineers and supervisors responsible for the application of the environmental rules in their respective areas to ensure that our environmental requirements are well implemented. Our Code of Business Conduct requires managers to inform employees, contractors, and suppliers of applicable environmental rules, procedures, and expected behaviors, and that people reporting to them receive the required environmental training.

A specific EWG reports to the Corporate QHSES team and coordinates a network of environmental specialists from all regions and business units. The EWG sets environmental programs, supports the enhancement of environmental performance, and develops global environmental initiatives involving all our regions and projects.

Respecting the Environment - Objectives

TechnipFMC Proxy Statement 2021

Reduce our carbon footprint

We have focused on reducing our greenhouse gas (“GHG”) emissions, with an objective of reducing our Scope 1 and Scope 2 emissions by 5% each year since 2017. In addition, we have set clear ambitions to enhance our technological and service skills to serve our clients and to encourage them to make carbon-conscious choices and to drive our capital expenditure and operating expenditure decisions with a structured internal carbon price mechanism.

TechnipFMC is committed to reducing carbon emissions and its overall environmental footprint by developing new, innovative, and sustainable solutions in the oil and gas market. In 2018, the Company adopted a Global Greenhouse Gas Management standard to enhance the Company’s capabilities in GHG reduction in the Company’s business with focus on Scope 3 GHG emissions.

By December 31, 2020, approximately 80 carbon footprint studies had been completed, covering a review of Scope 1, Scope 2, and Scope 3 emissions in our supply chains in key countries.

Since 2018, total GHG emissions have decreased in line with Company objectives. In 2020, the total GHG Scope 1 and Scope 2 emissions were 427,003 tonnes of CO₂ equivalent versus 469,955 tonnes of CO₂ equivalent reported in 2019, representing a 9% annual reduction and a 37% overall reduction compared to our baseline year of 2017. The reduction in GHG is mainly linked to trends in our business activities and to our Energy Transition program.

In addition to our efforts in reducing our carbon emissions within our operations, TechnipFMC is also working to ensure our next generation of products are less carbon intensive. For example, our Subsea 2.0^TM design included a lifecycle GHG analysis that demonstrated how our innovations for the production of trees may allow up to a 46% reduction in our carbon footprint as compared to the previous design.

TechnipFMC Proxy Statement 2021

Finally, the Carbon Footprint Training Program launched by the Company’s QHSES department for all business levels and projects in 2019 continued in 2020. By December 31, 2020, more than 40 training sessions for engineers and managers had been delivered in locations where we have a material presence. This program is focused on extending knowledge transfer, from the lifecycle perspective, and carbon footprint concepts to empower engineers in the implementation of a complete GHG analysis for all business lines and to increase managers’ competencies on the reduction of our carbon footprint across the organization.

GHG Emissions

The table below describes the annual quantity of GHG emissions resulting from activities the Company is responsible for and has operational control over (including the combustion of fuel and the operation of any facility), measured in tonnes of CO₂ equivalent:

TechnipFMC Proxy Statement 2021

2% of the Company’s annual GHG emissions resulting from activities the Company is responsible for and has operational control over (including the combustion of fuel and the operation of any facility) for the year ended December 31, 2020 related to energy consumed in the United Kingdom and offshore area.

To ease yearly comparison and trend analysis, industrial sites, offices, and fleet are presented under Our Assets, as they are TechnipFMC’s permanent sites fully owned and operationally managed. Construction sites and Yards/Bases are aggregated under Our Projects and presented separately as they are usually temporary sites that are not owned by TechnipFMC but operationally managed during the construction phase. They are subject to variations from year to year, depending on the number and type of ongoing projects and the type of construction activities (e.g., early site work, civil work, construction, pre-commissioning, commissioning, or start-up).

Within Our Projects, Scope 1, direct emissions, and Scope 2, indirect emissions, decreased by 23% compared to 2019 due to reduced onshore and offshore construction and yard activities dedicated to major engineering, procurement, and construction (“EPC”) activities.

For Company assets, our Energy Transition program in place in different countries contributed to saving 4,661 tonnes of CO₂ equivalent by using renewable energy in offices and manufacturing areas.

The annual quantity of emissions from the purchase of electricity, heat, steam, or cooling by the Company for its own use is described in the table below:

5% of the Company’s annual GHG emissions of electricity, heat, steam, or cooling by the Company for its own use for the year ended December 31, 2020 related to energy consumed in the United Kingdom and offshore area.

GHG Emissions Intensity

The Company’s GHG emissions intensity factor is calculated by dividing total Scope 1 and Scope 2 emissions by the environmental hours worked (corresponding to sites that contributed to environmental data reporting). Hours worked has been acknowledged as being most representative of the Company’s overall activity and is frequently used in HSE standards in the industry.

TechnipFMC Proxy Statement 2021

Energy Consumption

The aggregate of (i) the annual energy consumed from activities for which the Company is responsible (including the combustion of fuel and the operation of any facility) and (ii) the annual quantity of energy consumed resulting from the purchase of electricity, heat, steam, or cooling by the Company for its own use for the year ended December 31, 2020 was 1,624 GwH, of which 2% related to energy consumed in the United Kingdom and offshore area.

Methodology

Environmental data is collected through our QHSES reporting system, Synergi, a global, integrated software solution. Each of the Company’s reporting entities is required to consolidate and record its environmental data in Synergi every month. This data reflects the environmental performance of entities involved in the offices, construction sites, yards and spoolbases, manufacturing, and fleet operations when we own or manage the site in question and when we are responsible for managing the work.

Environmental data is aggregated for the analysis in Asset and Projects categories: industrial sites, fleet, and offices are consolidated as Our Assets since these three categories represent TechnipFMC’s permanent sites (owned or leased) under full operational control, while the EPC Construction sites and Yards/Bases are not all owned sites but are all under the operational control and responsibility of the Company for short- to medium-term periods (less than five years).

The reporting period is the financial year ending December 31, 2020. Figures for environmental indicators have been extracted from the Company reporting tool.

To calculate Scope 1 and Scope 2 GHG emissions, sites’ registered electricity consumption and fuel consumption are converted using emission factors from the IPCC Guidelines for National Greenhouse Gas Inventories, 2006 and from CAIT v8.0, 2011. Emission factors differ depending on fuel type, method of generating electricity, and country. The reporting tool calculates the resulting CO₂ emissions.

Provide the carbon footprint to our clients

Our second Respecting the Environment objective aims to provide the carbon footprint of all our deliverables to clients through conceptual studies to help introduce our clients to new, low-carbon options in the early stages of projects and highlight the carbon footprint differences between each concept as early as possible. In 2019, carbon footprint calculation modules were developed and were implemented in our Technip Energies and Subsea conceptual studies.

In 2020, we launched proprietary Carbon Assessment Tools to enable the business to better understand how much carbon a facility or operation might produce. Our consultants offer proprietary Carbon Assessment Tools that provide a comparative carbon footprint of various design alternatives to support concept selection. In 2020, nine carbon footprint studies were performed in conceptual phase providing carbon-conscious solutions to our clients.

TechnipFMC Proxy Statement 2021

Internal carbon price

In 2019, TechnipFMC began developing a mechanism to establish an internal carbon price for the Company, focused on our assets, which should be implemented as part of the future Company’s investment decisions for capital expenditures. We followed the highest international standards on this topic, and, in 2019, we formed a business-integrated Internal Carbon Price Workgroup with the participation of our QHSES, EWG, Strategy, Finance, and Sustainability experts.

The purpose of the workgroup was to assess the potential impact of an internal carbon price on TechnipFMC’s capital expenditures. A case study was performed and several internal carbon price methodologies were applied. The case study emphasized the improvement of the Company’s cumulative cash flow, internal rate of return, and the reduction of the payback period, and valorized the most sustainable solutions in terms of carbon emission reduction.

As a result, in 2020, we further progressed with the development of a process to assess which capital investments take into account our internal carbon price, and we have also established a financial model for obtaining capital investment metrics. We defined an Internal Carbon Price and added related elements into our investment decision policy.

2020 Other Environmental Initiatives   Single-Use Plastics Elimination TechnipFMC has also joined global initiatives for the protection of the oceans from plastics pollution. Plastics are recognized as valuable resources, and the Company is committed to reducing its use of single-use plastics in day- to-day working activities. A Single-Use Plastics Elimination (“SUPE”) project was launched in 2018 in 52 locations, comprising 28% of Company locations, and in the fleet with the aim of eliminating single-use plastics or substituting them with more sustainable and reusable items.

TechnipFMC Proxy Statement 2021

Environmental Certifications

Despite operating in a complex industry, we are committed to successfully managing our environmental impacts. We measure our environmental performance and seek to operate through effective environmental management standards that are implemented in an extended lifecycle context and perspective.

The Company maintains a policy of seeking to implement environmental certification ISO 14001 where practicable. To meet this commitment, TechnipFMC has implemented an environmental management framework. By December 31, 2020, 74 entities were ISO 14001 certified, including all head offices and managed projects, industrial sites, and the Company fleet. For each of these entities, the environmental management system was verified and certified by an independent third party.

TechnipFMC Proxy Statement 2021

Corporate Responsibility and Sustainability 2021-2023

Environmental, Social, and Governance

The industry as a whole is focused on ESG issues. For TechnipFMC, our approach to ESG will be measured and will have one clear goal: To drive real and sustainable change that favorably impacts our Company, our industry, and our communities.

These are some of the actions we are undertaking:

2021-2023 ESG Strategy

Environment: We will play our role in reducing carbon footprint from the upstream oil and gas industry.

	Our carbon footprint		Our clients’ carbon footprint		Waste management
	► Targeting 50% reduction of CO2 by 2030 (Scope 1 and 2)   ► Establish Scope 3 reduction targets		► 33% of order intake linked to lower carbon intensity offerings   ► Establish target reduction in carbon intensity for our clients’ offerings-establish baseline in 2020		► 10% of waste from our assets and projects is recycled and reused   ► 10% reduction of water consumption

TechnipFMC Proxy Statement 2021

Social: We will drive sustainable change in the communities where we live and work.

	Awareness and culture		Fair representation		Community
	► 100% of all senior managers trained in inclusive leadership learning   ► Inclusion & Diversity lens applied to employee benefits and policies		► 45% of graduates hired are women   ► 20% improvement in under-represented populations in senior management		► Increase the number of global STEM initiatives by 20%   ► Increase the number of employees engaged globally in volunteering by 20%

Governance: How we do business is as important as why we do business.

	Leadership in HSE		Responsible business behavior		Responsible business behavior
	► Continued implementation of SIF prevention projects, with goal of reaching 400 projects   ► Industry advocate for IOGP Lifesaving Rules		► Implement third-party risk management program, with focus on human rights due diligence and audits, on 100% of high-risk suppliers   ► Yearly ethics and compliance training for all managerial levels		► Define remuneration of leadership and senior managers to include linkage to net carbon footprint   ► Governance model established and reviewed with Board ESG committee

We never compromise on safety and we are committed to raising the bar on workers’ welfare.

Beyond the scorecard

Beyond the defined the ESG scorecard, we will continue to make a difference in the communities where we live and work and to support their efforts through initiatives such as iVolunteer.

TechnipFMC Proxy Statement 2021

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 U.K. Disclosure Guidance and Transparency Rules, the regulations, directives, and decisions of the European Union, the rules and listing standards of the NYSE and Euronext, 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 2021

program is designed to provide general information about our Board and its committees; a review of director duties and responsibilities; and comprehensive information about our industry, operations, strategies, and challenges.

The Board believes that ongoing education is important for maintaining an effective Board. Accordingly, our Board encourages directors to participate in ongoing education, and reimburses directors for expenses incurred in connection with such education programs.

Shareholder Engagement

The Company annually seeks feedback through engagement with shareholders, and we continued this practice in 2020. Our relationship and ongoing dialogue with our shareholders is an important part of our Board’s corporate governance commitment. For our 2020-2021 engagement, we contacted proxy advisory firms and our top shareholders representing approximately 42% of our Ordinary Shares outstanding. Management, and in some instances, our ESG Committee Chair, held meetings with proxy advisory firms and shareholders representing approximately 18% of our Ordinary Shares outstanding.

Through these engagements, the Company received feedback on our strategic and financial performance, including our Spin-off of Technip Energies, executive compensation, Board composition and governance topics, as well as important environmental and social issues. Some shareholders did not require a meeting as they either indicated their support for our compensation and governance practices or did not have questions regarding our compensation or governance practices.

We are pleased that we received high support on all of our 2020 proposals. Importantly, the 86% approval for our 2019 executive compensation program was a marked increase over the prior year results. As executive compensation programs evolve, the Board remains committed to continuing the dialogue with shareholders regarding our compensation philosophies and practices.

Furthermore, in early 2020, we also engaged our shareholders in order to discuss more broadly our announced Spin-off transaction, which was completed on February 16, 2021, Board leadership structure, general Board practices, our executive compensation program, and our sustainability efforts. We welcomed our shareholders’ feedback and suggestions in maintaining the balance between strengthening the link between pay and performance, retaining and motivating our executives, and appropriately compensating our executives for outperformance, while increasing long-term shareholder value.

TechnipFMC Proxy Statement 2021

Board Alignment with Shareholder Feedback

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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. In 2019, with the completion of the post-merger integration, the Board determined that combining the roles of Chairman and CEO, paired with a strong Lead Independent Director, would be in the best interests of our shareholders. Pascal Colombani served as our Lead Independent Director until the closing of our Spin-off, at which time Claire S. Farley was appointed as the Board’s Lead Independent Director.

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

	Douglas J. Pferdehirt
	Chairman of the Board and CEO
	Key Responsibilities
	►    All strategic and operational aspects of the Company	►    Managing all executives of the Company
	►    Serving as the principal external spokesperson for the Company with analysts, investors, media, and clients	►    Leading the Board ►    High-level government and client engagement

Independent Leadership

	Claire S. Farley
	Lead Independent Director
	Key Responsibilities
	► Approving Board meeting schedules and agendas	►    Acting as the liaison between the independent directors and the Chairman and CEO
	► Presiding over all meetings of the Board at which the Chairman and CEO is not present	►    Monitoring and reporting to the Board any conflicts of interests of directors
	► Calling meetings of the Board, as necessary   ► Presiding over executive sessions of the independent directors	►    Participating in the Company’s shareholder engagement program, when required

TechnipFMC Proxy Statement 2021

Our Board believes that a combined Chairman and CEO leads to a more effective Board that remains balanced and independent due to the presence of a strong Lead Independent Director, while also creating a unified approach on corporate strategy development and execution and streamlining accountability for our performance.

As our Company evolves, the Board will regularly evaluate the Board leadership structure to ensure it continues to meet the needs of the Company, and to ensure that it provides strong, independent oversight for our shareholders. In particular, as part of this evaluation, the Board will consider the outcomes of the annual Board and committee self-evaluation process and feedback received from shareholders, in addition to other factors, including the current state of the Company’s strategy and operations, recent Company performance, market and industry factors, and peer company practices.

TechnipFMC Proxy Statement 2021

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, 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, our articles of association (“Articles”), and the NYSE and Euronext 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 2021

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:

In 2019 and 2020, our ESG Committee, with the assistance of Spencer Stuart, a nationally recognized director search firm, identified, screened, and assessed the capabilities of potential new director candidates. This resulted in the Company identifying and appointing new Board members in 2019, 2020, and 2021: Mr. Yearwood and Mses. Øvrum and Zurquiyah, 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.

As further described in our Governance Guidelines, a non-executive director whose birth date occurs prior to July 1st must retire at the annual general meeting of shareholders of the Company during the year of such director’s 72nd birthday, and a non-executive director whose birth date occurs on or after July 1st must retire at the annual general meeting of shareholders of the Company the year following such director’s 72nd birthday. Our Board may waive this policy on a case-by-case basis on the recommendation of the ESG Committee if it deems a waiver to be in the best interests of the Company and its shareholders.

TechnipFMC Proxy Statement 2021

Board and Committee Evaluations

The Board believes that a rigorous evaluation process is an essential component of strong corporate governance practices. The ESG Committee reviews regularly the Board’s composition, including the key skills and experience represented on the Board, to ensure it meets the changing needs of the business, also taking into consideration the outcomes of the annual Board and committee self-evaluation process, feedback received from shareholders, and evolving market best practices with respect to governance.

The ESG Committee’s annual evaluation process to evaluate Board effectiveness includes a full Board evaluation and committee evaluations.

TechnipFMC Proxy Statement 2021

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. During our 2020-2021 shareholder engagement, certain institutional investors and proxy advisory firms raised concerns about potential overboarding.

 

Number of Other Public Company Boards
0				2
Douglas J. Pferdehirt, John O’Leary				Kay G. Priestly, Margareth Øvrum, Sophie Zurquiyah
1				4
Peter Mellbye, Claire S. Farley, John Yearwood				Eleazar de Carvalho Filho

As noted above, 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 has demonstrated, and will continue to demonstrate, her or his expertise and ability to dedicate sufficient time to carry out Board duties effectively and diligently. Our directors’ outside board service or other commitments did not limit their ability to devote the required time and attention to their duties as directors of the Company as evidenced by the 100% attendance rate at our 2020 Board meetings for all but one director.

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 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 Distribuicão (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 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 One St. Paul’s Churchyard, London EC4M 8AP, 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 “Criteria for Board Membership in Governance Guidelines" above.

TechnipFMC Proxy Statement 2021

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 further mitigate those risks. As part of the ERM framework, our senior management, led by our 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.

TechnipFMC Proxy Statement 2021

Committees of the Board of Directors

In 2020, to better reflect our focus on corporate responsibility and sustainability at the Board level, the 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, human capital management, ESG risk management, and other ESG matters, as well as other social and public matters of significance to the Company. This committee, now renamed our ESG Committee, also reviews and monitors the development and implementation of ESG targets, standards, metrics or methodologies, and reviews the Company’s public disclosures with respect to ESG matters.

Accordingly, our Board currently has an Audit Committee, a Compensation 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 Committee, and ESG Committee, which includes all members of our Board other than our Chairman 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.

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, and corporate 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 > Governance:”

TechnipFMC Proxy Statement 2021

Audit Committee

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Compensation Committee

ESG Committee

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Board Meetings and Attendance

Our Board met in person or by telephone conference six times in 2020.

All directors attended 100% of our Board meetings and 100% of their committee meetings in 2020, except for Mr. Caudoux. Mr. Caudoux recused himself from two meetings of the Board and one Audit Committee meeting related to the negotiation and approval of the Share Purchase Agreement and Relationship Agreement between the Company and Bpifrance Participations SA, where he serves as Deputy Chief Executive Officer. As such, he attended 80% of our Board meetings and 83% of Audit Committee meetings in 2020.

We encourage our directors to attend the annual general meeting of shareholders. Due to the COVID-19 travel restrictions and precautions, none of our directors was able to attend our 2020 Annual Meeting.

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. 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 three 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 2020 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.

TechnipFMC Proxy Statement 2021

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 Committee satisfy the enhanced independence criteria required for such members under regulations adopted by the SEC and NYSE listing standards.

TechnipFMC Proxy Statement 2021

Compensation Committee Interlocks and Insider Participation in Compensation Decisions

In 2020, the members of the Compensation Committee of the Board were Claire S. Farley, John O’Leary, Joseph Rinaldi, James M. Ringler, and John Yearwood, none of whom has ever been an officer or employee of the Company or any of our subsidiaries or had any relationships requiring disclosure with us or any of our subsidiaries. None of our executive officers has ever served on the board of directors or the compensation committee of any other entity that has had any executive officer serving as a member of our Board or Compensation 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-employee directors as a group, by sending such written communication to c/o Lead Independent Director, TechnipFMC plc, One St. Paul’s Churchyard, London EC4M 8AP, 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 2021

Director Compensation

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

Non-executive Director Compensation

Compensation for our non-executive directors was developed by the Compensation Committee with the assistance of its compensation consultant, Willis Towers Watson, and approved by the Board. The program, which comprises cash compensation and RSU awards, is designed to reflect the practices of both U.S. and European 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, Willis Towers Watson, to recommend changes in compensation for non-executive directors.
	Any changes to our director compensation program are reviewed and approved by our Compensation Committee, comprising independent directors.
	Any changes to our director compensation program recommended by our Compensation 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 to reflect the global nature of the Company, and both U.S. and European compensation practices given the global nature of the Company, our dual NYSE and Euronext Paris listings, 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 2021

Components of Non-executive Director Compensation

The following table describes the components of the Company’s non-executive director compensation program for 2020 pursuant to our Directors’ Remuneration Policy, which was approved at our 2018 Annual Meeting.

In April 2020, as a result of the global COVID-19 pandemic, sharp decline in oil prices, and the resulting impact on our business, the annual cash retainer for our Board of Directors was reduced by 30% for the remainder of 2020, effective May 1, 2020.

TechnipFMC Proxy Statement 2021

Non-executive Director Compensation Table

The following table details the total compensation for our non-executive directors for the year ended December 31, 2020. Our Chairman and CEO, Mr. Pferdehirt, is not included in the table below as he was an employee during 2020 and did not receive any additional compensation for his service as a director.

TechnipFMC Proxy Statement 2021

Other Benefits

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

Director Share Ownership Requirements

All of our Directors met their pro-rated share ownership requirements as of December 31, 2020.

Mses. Øvrum and Zurquiyah joined the Board in October 2020 and April 2021, respectively, and therefore, did not hold any equity awards as of December 31, 2020. Mr. Caudoux waived his annual cash and equity remuneration because of the policies of his employer, Bpifrance, and accordingly, he was not subject to any share ownership requirements.

Impact of Spin-off on Director Stock Awards

On February 16, 2021, TechnipFMC separated into two independent, publicly traded companies, TechnipFMC and Technip Energies. Upon the completion of the Spin-off, Ms. Debon and Messrs. Caudoux, Colombani, Houssin, and Rinaldi resigned from our Board and joined the Board of Directors of Technip Energies. Mr Piou also resigned from our Board, effective February 16, 2021.

For Ms. Debon and Messrs. Colombani, Houssin, and Rinaldi, vesting for their RSUs granted on March 9, 2020 was accelerated to a date two weeks prior to the Spin-off date (February 2, 2021). All of their vested equity awards were distributed to them on February 2, 2021, upon separation from service from our Board.

For our current Board, their RSUs granted on March 9, 2020 were adjusted using an adjustment ratio, calculated as the ratio of the closing price of TechnipFMC on the NYSE on the date immediately prior to the Spin-off to the closing price of TechnipFMC on the NYSE on the date immediately after the Spin-off. The vesting date of March 9, 2021 remained the same. Our current directors’ vested 2017, 2018, and 2019 RSUs were also adjusted using the adjustment ratio.

TechnipFMC Proxy Statement 2021

Executive Compensation Discussion and Analysis

2020 Compensation Program Updates

Our Compensation Committee values shareholder feedback, carefully reflecting on the results of shareholder advisory votes and input received during shareholder engagement. At our 2020 Annual Meeting, 85.8% of votes cast approved our 2019 executive compensation program as disclosed in our 2020 Proxy Statement.

Our Board and executive leadership were pleased with this increase in support of our executive compensation program and will continue a dialogue with our shareholders to receive valuable input within the context of our pay-for- performance philosophy, business, and strategies.

Impact of the COVID-19 Pandemic and Oil Price Decline on Our Executive Compensation Program

In the first quarter of 2020, the global COVID-19 pandemic, sharp decline in oil prices, and equity market volatility materially changed the business environment and outlook for TechnipFMC. Our Board and management took decisive action at the outset of the pandemic - first and foremost to protect, support, and ensure the health, safety, and wellbeing of our people - and to continue to serve our clients at the highest level while focusing on business continuity and executing our strategic priorities.

In March 2020, we announced that while the rationale for the Spin-off of Technip Energies remained unchanged, we would delay the Spin-off until markets sufficiently recovered. We also decided to accelerate our cost reduction and efficiency efforts worldwide to continue to focus on operating profitability through the downturn.

In addition, our Compensation Committee took swift and decisive actions in response to the unprecedented global health and economic crisis and made changes to our executive compensation program, including the following:

TechnipFMC Proxy Statement 2021

Company’s commitment to our Foundational Beliefs while we focused on responding to the challenging business environment.

In addition to the changes to executive compensation above, the cost reduction program completed by the Company in 2020 also included the following changes to global, broad-based employee compensation and benefits programs:

Changes to Our Executive Compensation Program in Response to Shareholder Feedback

Listed below are the key changes made to our executive compensation program in 2020 and 2021, both as part of our annual review process, as well as in response to shareholder feedback:

TechnipFMC Proxy Statement 2021

Looking Ahead - 2021 Changes to Our Executive Compensation Program

In January 2021, due to increased clarity in market outlook, coupled with a demonstrated ability to successfully execute projects during a unique and challenging year, we announced the resumption of activities towards separation into two industry-leading, independent, publicly traded companies, TechnipFMC and Technip Energies, which was completed on February 16, 2021. Each of the two separated companies, TechnipFMC and Technip Energies will set their respective executive compensation programs, practices, and compensation levels based on their respective business objectives and as approved by the Compensation Committee of the Board of Directors for each company.

The Compensation Committee anticipates certain changes to the TechnipFMC executive compensation program in 2021, based on continued feedback from shareholders, as well as a review of our business and competitive strategy, following the Spin-off.

2021 Long-Term Equity Mix	2021 Annual Incentive Plan Performance Measures

TechnipFMC Proxy Statement 2021

Named Executive Officers

	Douglas J. Pferdehirt   Age: 57   Position Held in 2020:   Chairman and Chief Executive Officer
	Maryann T. Mannen   Age: 58   Position Held in 2020:   Executive Vice President and Chief Financial Officer
	Justin Rounce   Age: 54   Position Held in 2020:   Executive Vice President and Chief Technology Officer
	Arnaud Pieton   Age: 47   Positions Held in 2020:   President of Subsea from January 1 through October 2, 2020	President and CEO-elect of Technip Energies from October 2, 2020 through December 31, 2020
	Barry Glickman   Age: 52   Position Held in 2020:   President of Surface
	Catherine MacGregor   Age: 48   Position Held in 2020:   President of Technip Energies from January 1 through October 2, 2020	Departed from TechnipFMC on October 31, 2020
	Nello Uccelletti   Age: 67   Position Held in 2020:   Advisor to the CEO from January 1 through February 29, 2020	Retired from TechnipFMC on February 29, 2020

TechnipFMC Proxy Statement 2021

2020 Performance and Impact
on Executive Compensation

Company Overview

TechnipFMC plc, a public limited company incorporated and organized under the laws of England and Wales, with registered number 09909709, and with its registered office at One St. Paul’s Churchyard, London EC4M 8AP, United Kingdom, is a leading technology provider to the traditional and new energy industries, delivering fully integrated projects, products, and services.

With our proprietary technologies and comprehensive solutions, we are transforming our clients’ project economics, helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.

Organized in two business segments - Subsea and Surface Technologies - we will continue to advance the industry with our pioneering integrated ecosystems (such as iEPCI™, iFEED™ and iComplete™), technology leadership and digital innovation.

Each of our approximately 20,000 employees is driven by a commitment to our clients’ success, and a culture of strong execution, purposeful innovation, and challenging industry conventions.

Executive Compensation Highlights

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 2021

As intended by our pay-for-performance program, and as outlined in the sections below, our 2020 executive compensation was directly impacted by our performance against key financial, operational, and individual measures.

Emphasize Pay-for-Performance

TechnipFMC Proxy Statement 2021

TechnipFMC Proxy Statement 2021

TechnipFMC 2020 Performance

The record inbound orders and solid execution of 2019 gave us strong momentum into the new year, but 2020 abruptly shifted to a year of unprecedented global challenges due to the COVID-19 pandemic and the sharp drop in demand for oil and natural gas. Throughout this period, the health and well-being of our people and those of the communities in which we work remained our top priority. Still, there were many notable accomplishments in 2020 as a result of the tireless efforts and unwavering commitment of the women and men of TechnipFMC. Through their determination, innovation, and resilience, we also protected our backlog and remained focused on project execution, enabling us to deliver strong performance and achieve our financial guidance across all segments.

Through collaboration, we found solutions that allowed us to move projects forward safely, earning recognition from clients, and others in the industry. Our solutions add value to some of the largest capital investments in the world. With the introduction of our Subsea integrated engineering, procurement, construction, and installation (“iEPCI™”) business model, we are changing the way projects are conceived and executed by lowering project costs and accelerating the delivery of initial hydrocarbon production.

The integrated business model is unlocking incremental opportunities and materially expanding the deepwater opportunity set. Since the first iEPCI™ project was awarded in 2016, market adoption of the business model has grown, and in 2019, we secured more than 70% of the industry’s integrated project awards. We received additional integrated awards in 2020, all of which came from repeat iEPCI™ customers.

Our Subsea front-end engineering teams remained very active, with an acceleration in front-end studies as we progressed through the second half of the year. More than 50% of these studies today are utilizing an integrated approach, leveraging the benefits of our digital Subsea Studio™ offering and positioning us well for future iEPCI™ awards.

In November, we provided a comprehensive overview of our ESG efforts, including new initiatives to be realized through 2023 and a bold commitment to deliver a 50 percent reduction in Scope 1 and 2 equivalent GHG emissions by 2030. As part of our efforts to drive sustainable change, we introduced key elements of our digital transformation, including Subsea Studio™ and iComplete™, both of which will improve project economics, enhance performance, and reduce emissions.

TechnipFMC is well-positioned for the Energy Transition, with significant offshore opportunities in Subsea including novel wind, wave energy, carbon storage, and green hydrogen. Deep Purple™ is one such initiative, where we are leveraging our core capabilities: iEPCI™, proprietary technologies, and partner alliances. Additionally, we see future opportunities driven by our investments in early phase projects and solutions that accelerate the role of our technologies in the Energy Transition as we continue to redefine offshore energy.

Throughout 2020, we continued our work to separate TechnipFMC into two industry-leading, pure-play companies, with the transaction now completed through the Spin-off of Technip Energies on February 16, 2021.

TechnipFMC shareholders received, as a dividend, one ordinary share of Technip Energies N.V. for every five ordinary shares of TechnipFMC held at the close of business on the record date. Technip Energies is now an independent public company. Its ordinary shares are traded under the ticker symbol “TE” on the Euronext Paris Exchange and its Level 1 ADRs trade over-the-counter in the United States.

TechnipFMC Proxy Statement 2021

TechnipFMC is a leading technology provider to the traditional and new energy industries, delivering fully integrated projects, products, and services.   With our proprietary technologies and comprehensive solutions, we are transforming our clients’ project economics, helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.   TechnipFMC will continue to advance the industry with our pioneering integrated ecosystems (such as iEPCI™, iFEED™ and iComplete™), technology leadership, and digital innovation.		Technip Energies is a leading engineering and technology company, with leadership positions in LNG, hydrogen, and ethylene, as well as growing market positions in blue and green hydrogen, sustainable chemistry, and CO2 management.   The company benefits from its robust project delivery model supported by an extensive technology, products, and services offering.   The new company includes Genesis - a leader in advisory services and front-end engineering.

Creating Two Industry Leaders

Creating Two Industry Leaders
	Distinct and expanding market opportunities and specific customer bases		Robust backlogs supporting future revenue
	Enhanced focus of management, resources and capital		Compelling and distinct investment profiles
Continuing to reshape the energy industry and create value for all stakeholders

The executive compensation programs for these two companies will continue to emphasize performance and will be tailored to each company’s business and strategy.

TechnipFMC Proxy Statement 2021

Key Strategic Achievements in 2020

We have summarized some of our key 2020 results and achievements below.

Subsea
	► Inbound orders of $4 billion, supported by higher mix of service and small project activity   ► Additional integrated awards all from repeat iEPCI™ customers
Technip Energies
	► Second consecutive year of revenue growth, driven by LNG and downstream projects   ► Approximately 60% of total order backlog linked to energy transition, including LNG
Surface Technologies
	► International revenue more than 60% of total segment, with increased revenue in technology-driven businesses   ► Significant decline in North America market activity partially mitigated by aggressive cost reduction

TechnipFMC Proxy Statement 2021

Market Leadership

Subsea

► Achieved inbound orders of $4 billion, including contract awards for:   ► ExxonMobil Payara project in Guyana   ► Libra Consortium’s Mero 2 project in Brazil   ► BP Platina iEPCI™ project in Angola   ► Introduced Subsea Studio™, a digital front-end design offering that will be extended to incorporate the execution and field management phases of a project   ► Identified opportunity set for all-electric subsea production solution that may exceed $8 billion through 2030, benefiting from reduced infrastructure requirements while generating incremental tieback opportunities with a lower carbon footprint   ► In collaboration with Halliburton, introduced Odassea™, the first distributed acoustic sensing solution for subsea wells, enabling operators to reduce total cost ownership while improving reservoir knowledge   ► Introduced Deep Purple™, a collaboration with clients and partners to integrate offshore renewable electricity and subsea hydrogen storage to provide power to subsea infrastructure and clean energy to consumers when at scale

Technip Energies

► Inbound orders more than doubled versus the prior-year driven by EPC contract awards for:   ► Sempra LNG’s and IEnova’s Energía Costa Azul LNG Facility in Mexico   ► Assiut National Oil Processing Company project for a new hydrocracking complex in Egypt   ► Shell’s Moerdijk Plant in the Netherlands to modernize ethylene furnaces and reduce total site emissions   ► Strong momentum in sustainable chemistry across our three core areas:   ► Biofuels: Further strengthening of existing alliance with Neste for Future NEXBTL™ technology based projects   ► Bio-chemicals: Partnership with Carbios to build demonstration plant for depolymerization of waste PET plastics to monomers   ► Circular economy: Extended alliance with BP to include Infinia technology for difficult-to- recycle plastic waste   ► Announced a strategic partnership and investment with McPhy to accelerate the development of large scale and competitive green hydrogen solutions   ► Introduced Genesis’ new and expanded scope. which includes advisory services in both the upstream and downstream domains

TechnipFMC Proxy Statement 2021

Surface Technologies

► International contract award highlights:   ► New 5-year frame agreement with Petrogas Rima in the Middle East   ► Award for high-pressure gas equipment and in-country services in Kuwait   ► Orders for high-specification, clad equipment onshore and annular safety valves offshore in the United Arab Emirates   ► Contracted to supply wellheads, tree systems, and controls for a re-development project in Norway   ► Orders for 20,000 psi pressure control flowlines and well service pumps in China   ► North America business highlights:   ► Commercialization of iComplete™ ecosystem as we secured awards from operators in all major U.S. basins   ► Installation of our first iProduction™ system with a leading operator in the Permian basin   ► Continued transformation of our North America operations through client collaboration to drive wellsite operational efficiencies and lower GHG emissions

We also took aggressive actions to mitigate the impacts of the COVID-19 virus on our business. The health, safety, and well-being of our employees remained our top priority as we focused on maintaining business continuity and adopting leading-edge safety practices. The Company activated a COVID-19 Incident Management Team in order to administer a consistent response throughout our global operations and provide coordinated support to localized events. Our COVID-19 management response was recognized by customers including Shell and BP as “best in class” to emulate. Specific actions included the following:

TechnipFMC Proxy Statement 2021

TechnipFMC TSR Performance

70% of our long-term equity incentive plan is based on relative TSR performance versus the Relative TSR Peer Group for the year of grant. As such, the figures below indicate the Company’s TSR performance against our Relative TSR Peer Group and against the Philadelphia Oil Service Sector (OSX) index. Note that the OSX index is not used for plan payout, but provided as a reference point to demonstrate TSR performance for the oil service industry as a whole during this period.

For the 2017-2020 performance period our TSR performance has been above the median for the OSX index. For the same period, our TSR performance has been above the median of our Relative TSR Peer Group for the 2017-2019 period, and below the median of our Relative TSR Peer Group in 2020.

This TSR performance is reflected in the payout under the relative TSR component of our PSU awards.

TechnipFMC Proxy Statement 2021

For detailed information regarding our 2020 results, please see our 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 European Union).

TechnipFMC Proxy Statement 2021

2020 Performance Impact on Compensation

The table below outlines the elements of our compensation program that are directly tied to Company performance, along with 2020 performance and resulting payouts. For additional details, including calculations and payout scales, please see the sections “-Elements of 2020 Executive Compensation-Annual Cash Incentive” and “-Elements of 2020 Executive Compensation-Long-Term Equity Incentives-Vesting of 2018 PSU Awards.”