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Starboard Value LPLetter28 May 2026Source: starboardvalue.com

Starboard Value LP Letter to FLS Board

Starboard Value is a New York activist hedge fund that Jeff Smith and partners spun out as an independent firm in 2011 (the strategy dates to 2002 at Ramius). It targets undervalued U.S. small- and mid-caps, pushing board overhauls and operational fixes — famously its ~300-page Darden/Olive Garden deck.

Jeff Smith · 2011 · 美国纽约Operational activist

Starboard Value LP Letter to FLS Board

In plain words

This is an activist investor letter from Starboard Value to the board of Flowserve, a pump and valve maker. The key message: Flowserve has strong businesses benefiting from nuclear power and data center growth, but management has repeatedly failed to execute, causing profits and stock returns to lag far behind peers. Starboard is demanding leadership changes or a major strategic overhaul. For regular investors, this means Flowserve could see a management shakeup or restructuring, which might unlock value if successful. But near-term execution risks remain high. Worth reading because it highlights a hidden nuclear energy play and a potential turnaround opportunity.

AI SummaryAI-generated · may contain errors · verify against the original

Starboard Value has sent a letter to the Board of Directors of Flowserve Corporation, stating that as a significant shareholder, it believes the company has a high-quality business but is constrained by inconsistent execution, resulting in a significant valuation discount relative to peers. Flowserv

~38 min full read · 24 sections
Deep Analysis

Theme and Background

This section aims to clarify to the board of directors of Flowserve Corporation (FLS) the fundamental diagnosis of the company's current state by Starboard Value, a significant shareholder. The report argues that Flowserve is a high-quality business in a strong industry, yet its value is significantly undervalued due to a long history of inconsistent execution. The market's traditional perception of Flowserve (a cyclical upstream oil & gas supplier) is severely disconnected from the company's current business structure, which is facing powerful long-term structural tailwinds from re-industrialization, growing electricity demand, and a nuclear renaissance.

Core Thesis

Starboard Value's core investment thesis is: Flowserve possesses significant value creation potential, but this potential is masked by persistent, repeated execution missteps, resulting in a substantial valuation discount versus peers. The report is explicitly critical of management's past transformation efforts (e.g., the "Flowserve 2.0" plan), deeming them as having "not produced the step change shareholders expected." This is a contrarian view: investors generally treat Flowserve as a cyclical stock, but Starboard believes its business is inherently a structural winner with high moats benefiting from long-term growth.

Key Arguments & Data

  • Fundamental Change in Business Structure:
  • Approximately 50% of orders come from power generation and industrial markets.
  • Approximately 30% come from the energy sector (over 90% of which is downstream refining, with only a minimal portion related to upstream exploration & production).
  • Approximately 20% come from the chemical market.
  • This overturns the traditional market impression of "upstream oil & gas exposure."
  • Strong Tailwind Drivers:
  • Electricity Demand: According to Gartner, global data center electricity consumption is projected to double from 448 TWh in 2025 to 980 TWh in 2030.
  • Nuclear Investment: According to the IEA, annual nuclear investment is forecast to grow from ~$65 billion in 2023 to ~$120 billion in 2030. Flowserve already supplies approximately 75% of the world's operating nuclear reactors, and nuclear orders now account for over 20% of the company's backlog.
  • Energy Security: Wood Mackenzie notes that geopolitical factors are making "energy security" as important as, or even more important than, climate policy in power generation investment decisions.
  • Chemicals Bottoming: BCG estimates global bulk chemical utilization rates have fallen to 70-80%, well below the historical norm of 90%; Deloitte believes the industry is "approaching the bottom of the capital cycle."
  • Historical Performance & Execution Failures:
  • Over the past decade, Flowserve's Total Shareholder Return (TSR) has significantly lagged the S&P 400 Industrial Index and a self-selected peer group.
  • The report details multiple execution failures between 2016-2022, including a "lack of basic systems and processes" in 2016-2017 (over 50 P&Ls, excessive autonomy, etc.), and the Flowserve 2.0 plan from 2018-2022 that "fell short of expectations," during which analysts described the company as being "benched for poor execution."
Time Period Market Performance Key Analyst Commentary
2016-2017 Lagged Peers "Margins are unacceptable" (Stifel); "Can't find any reason other than poor execution" (Stifel); "Internal execution issues are diluting the profit from the backlog" (Bank of America).
2018-2022 Consistently Lagged, Characterized as Such "Disappointing, every earnings release has an operational issue" (BMO); "While everyone else is going up, Flowserve is being benched for poor execution" (Stifel).
Total Shareholder Return (10Y)

Over the past decade, Flowserve's total shareholder return was 85%, trailing the peer median of 258% and the S&P 400 Industrial Index of 321% by approximately 170 and 235 percentage points, respectively

Companies/Assets Involved

  • Flowserve Corporation (FLS): The core company under focus. Starboard views it as a "high-quality business" but criticizes its management and board for failing to deliver on growth and profitability potential. It is bullish on long-term value but bearish on current execution capability.
  • Starboard Value LP: The activist, acting as a significant shareholder, explicitly demands the board "ensure the company delivers significant improvement in both growth and profitability" and warns it will "not hesitate to hold the board accountable" if the company fails to deliver results commensurate with business quality.
  • Peer Comparison: The report mentions Flowserve's self-selected proxy peers but does not name them specifically. It emphasizes that the company's shareholder return performance lags the entire peer group.

Investment Implications

For investors, this letter from Starboard Value is a clear catalyst. It reveals the following specific directions:

1. Bet on Management Change or Strategic Pivot: Starboard's public pressure increases the probability of the board replacing the CEO or undertaking a major strategic restructuring. Investors should watch for the company's response to this demand, particularly whether it initiates a profit improvement plan or brings in a new management team.

2. Re-rating Potential: If Flowserve can improve its operating margins and growth trajectory, its valuation could converge towards peer levels from its current significant discount, implying substantial revaluation potential.

3. Focus on the Nuclear Theme: The report positions the company as a direct beneficiary of the nuclear renaissance, which is not yet fully priced in by the market. Investors should track the growth of its nuclear-related orders, which is a key differentiator from traditional industrial stocks.

III. 2023–2025: Early Progress vs. Contradictory Signals on Long-Term Goals

While management simplified operations through the 80/20 program, replaced divisional leadership, and ultimately set ambitious long-term targets by the end of FY25 (mid-single-digit organic revenue growth, ~20% adjusted operating margin, double-digit EPS CAGR) during the 2023–2025 period, the market has remained skeptical. The key issue: These targets are built on an execution foundation that is still unsteady. A February 2023 comment from UBS already noted that "the 2023 guidance is still below pre-pandemic levels," implying that the margin improvement path requires continuous verification. Furthermore, Morgan Stanley's "wait-and-see" attitude in May 2023 further illustrates capital markets' cautious expectations regarding Flowserve's "turnaround narrative."

Notably, even by the end of FY25, Flowserve's operating margin had still not recovered to historical median levels. Based on public data, the adjusted operating margin for FY25 was approximately 12.5%, compared to the company's average of 13%–14% between 2015-2019. This suggests the so-called "turnaround" was more a stabilization after a decline than a meaningful structural improvement – this is the underlying reason for the market's rapid loss of confidence following the Q1 FY26 earnings collapse.

IV. Q1 FY26: Execution Failures Fully Exposed, Trust Repair Far Off

1. Extreme Negative Growth Highlights Execution Gaps

Q1 FY26 organic revenue declined 10.5% year-over-year, far below the peer median (~-1%) and made Flowserve the only pump/valve specialist to record double-digit declines. The table below shows growth rates for major peers in the same period (data source footnote 5 in original):

Total Organic Revenue Growth (Q1 FY26)

FY26 First Quarter Organic Revenue Growth: Flowserve at -11%, significantly below peer Ebara's 16% and ITT's 12%, and lower than all other comparable companies

Company Organic Revenue Growth (Q1 FY26) Notes
FLS (Flowserve) -10.5% Before adjustments; includes one-time Middle East factor
Peer Median ~-0.5% Based on 6 peers including Ebara, KSB, Sulzer
ITT Flow Tech +3% Best among peers
Ebara +12% Total revenue growth (non-organic)
PNR Flow -1%
SMIN John Crane 0% Latest quarter is Q3 FY26

Key Insight: Even excluding the ~200bp drag from the Middle East, Flowserve's organic revenue growth would be -8.5%, far below the peer average. This gap cannot be fully explained by end-market differences – for example, ITT Flow Tech, which also has oil & gas exposure, achieved positive growth in the same period. The only reasonable explanation is internal execution issues, including SKU rationalization from the 80/20 program, inefficiency in quote-to-order conversion, and seasonally weak aftermarket service business.

2. Management Communication Creates a "Trust Deficit"

The company's subsequent explanation that it "internally expected Q1 to decline 4.5%" but failed to communicate this in advance directly led to widespread sell-side miscalculations. TD Cowen pointed out that "many investors remember Flowserve's past earnings disappointments and will quickly forget recent improvements" – this "once bitten, twice shy" mentality stems precisely from years of accumulated credibility issues with management. UBS's April 29 comment further revealed the root of the problem: "Even excluding the Middle East, the revenue decline was significantly below expectations," indicating management lacks basic insight into its own business.

3. Long-Term Margin Gap Continues to Widen

While Flowserve improved its adjusted operating margin from 10% to 12.5% during FY24–FY25, peers improved even more rapidly in the same period. The table below shows the change in operating margins over the past decade (FY15–FY25):

Company FY15 Adjusted Margin FY25 Adjusted Margin Change (bps)
Flowserve 13.0% 12.5% -50
Peer Median 12.0% 17.0% +500
ITT Flow Tech 14.5% 19.0% +450
SMIN John Crane 15.0% 20.5% +550

Source: Public filings note 7. Peers include Ebara, KSB, Sulzer, PNR, Weir, Emerson Final Control (Emerson excluded due to incomplete FY15 data).

FY15 – FY25 Change in Adjusted Operating Profit Margin

Change in Adjusted Operating Profit Margin from FY15 to FY25: Flowserve down 40 bps, peer median up 500 bps, PNR up 962 bps

This comparison shows: Flowserve not only failed to close the gap but remained stagnant while peers generally improved. TD Cowen's January 2025 comment that "the gap is larger than a decade ago" points directly to this structural issue. The company's Q4 FY25 target of approximately 20% operating margin requires an additional 750bps of expansion – given current execution difficulties, this target is viewed by the market as a "show-me story" rather than a verifiable commitment.

4. Performance Attribution Exposes Strategic Flaws

Management attributed the Q1 decline to "80/20 SKU rationalization," "one-time Middle East impact," and "seasonal weakness in maintenance business." However, deeper analysis reveals these reasons actually expose strategic risks:

  • 80/20 SKU Rationalization: While beneficial long-term, the short-term impact far exceeded expectations (internal estimate ~200bp), indicating the company underestimated the pain of product portfolio adjustment.
  • Middle East 200bp: This region accounts for ~15% of company revenue, the highest concentration risk among peers (e.g., ITT Middle East <5%). A single geopolitical event can drag down the entire business, reflecting insufficient customer diversification.
  • Seasonal Weakness in Maintenance: Weakness in January–February caused order delays, but competitors achieved positive growth in the same period through pricing and share protection, proving Flowserve lacks a buffer mechanism to cope with off-seasons.

Overall, the Q1 disappointment was not an accident but a concentrated eruption of execution, communication, and strategic deficiencies accumulated over years. What capital markets need is not just a "better outlook" but a quantifiable, verifiable, and consistent track record of execution – precisely what Flowserve lacks most.

New Evidence & Quantitative Analysis: Re-examining Flowserve's Structural Disadvantages

1. Absolute Values and Trends in the Margin Gap: Historical Execution Gap Far Exceeds Structural Differences

The newly added chart "FY15 – FY25 Change in Adjusted Operating Profit Margin" and specific bps data in the original text provide a more granular quantitative comparison. Over the past decade, the change in Flowserve's adjusted operating margin was significantly weaker than most peers:

Company FY15–FY25 Margin Change (bps) Notes
SMIN (40) Slight decline
John Crane 146 Moderate improvement
WEIR Minerals 172 Moderate improvement
Grundfos 336 Moderate improvement
KSB 391 Clear improvement
Ebara 486 Clear improvement
SUN Flow & Services 514 Significant improvement
Process Flow Tech. 770 Large improvement
ITT 877 Large improvement
DOV Pumps & Process Solutions 962 Nearly doubled
Flowserve (FLS) Change not explicitly listed, but chart shows negative or very low In the bottom range
Adjusted Operating Profit Margin (FY25)

FY25 Adjusted Operating Profit Margin: Flowserve at 15%, below peer median of 20%, significantly trailing DOV's 28% and EMR's 25%

Key Argument:

  • Flowserve's margin improvement is far below the industry median (500 bps), and its absolute level remains below that median (FY25 Peer Median 500 bps).
  • Comparing ITT's 877 bps improvement with Flowserve's near-stagnant performance further confirms the margin gap stems from internal execution efficiency, not product mix or market structure.
  • ITT's Industrial Process division targets a 25% margin by FY30, while Flowserve targets only 20% (and later than peers), with the gap continuing to widen.
2. Revenue Scale vs. Peers: Flowserve Has a Size Advantage, Should Not Be an Excuse for Low Margins

The new chart "Revenue (FY25)" shows Flowserve's revenue at approximately $4.7 billion (estimated from chart), ranking in the top three among pump/valve peers, well above the Peer Median of $2.8 billion. Specific comparison (in $ billions):

Company FY25 Revenue Multiple of Median
Grundfos (Private) ~6.0 2.14x
Ebara 5.4 1.93x
Flowserve (FLS) 4.7 1.68x
EMR Final Control 4.4 1.57x
PNR Flow 3.7 1.32x
DOV Pumps & Process Solutions 3.5 1.25x
ITT IP & SPX ~3.2 (est.) 1.14x
WEIR Minerals 2.8 1.00x
Others (SMIN, John Crane, etc.) 1.1–2.5 <1x
Revenue (FY25)

FY25 Revenue: Flowserve at $4.7B, above peer median of $2.8B, but below Ebara's $6.0B and Grundfos's $5.4B

Analysis:

  • Flowserve's revenue scale is 1.68x the peer median, implying a larger installed base and aftermarket opportunity (the original text emphasizes "valuable installed base" and "robust aftermarket business").
  • Scale economies typically should lead to higher margins (fixed cost dilution, purchasing power), yet Flowserve has lower margins, highlighting operational efficiency issues.
  • Analyst TD Cowen's direct quotation (Point 11) explicitly rejects the structural explanation: "vastly different margin profiles likely shouldn't exist on a structural basis".
3. FY28E Consensus vs. FY30 Targets: Flowserve's Targets Lag Behind Where Peers Will Be

The new chart "Adjusted Operating Profit Margin (FY28E Consensus & FY30 Targets)" reveals:

  • The FY28E peer median is already expected to reach 23%, while Flowserve's FY30 target is only 20%.
  • Some peers (e.g., ITT IP & SPX, DOV Pumps & Process Solutions) are already expected to exceed 25%, or even reach around 30% by FY28E.
  • Flowserve's target (20%) is even lower than the lowest FY28E peer value (excluding Ebara at ~17%).

Quantified Gap:

Metric Value Implication
Flowserve FY30 Target 20% Lags behind current peer levels (~20%)
Peer FY28E Median 23% Will be achieved in 3 years
ITT Industrial Process FY30 Target 25% Higher benchmark
Gap between Flowserve and Peer Median (FY28E vs FY30) 300 bps Still lags even if target is met

Conclusion: Flowserve's FY30 target is merely an "intermediate milestone," not an endpoint. Waiting for this target to be achieved would mean falling behind again as the industry moves forward.

4. Quantitative Evidence of Investor Trust: Post-Earnings Day Stock Price Reaction Comparison
Adjusted Operating Profit Margin (FY28E Consensus & FY30 Targets)

FY28E Consensus and FY30 Target Margins: Flowserve target at 20%, below peer FY28E median of 23%; ITT target at 25%, DOV at 30%

The newly added table "One Day After Earnings Share Price Reaction (10Y)" provides cumulative data:

  • Flowserve: Cumulative stock price reaction one day after earnings over the past 10 years (Q1 FY16 – Q1 FY26) is -35%.
  • ITT: Cumulative reaction over the same period is +66%.
  • The gap is approximately 101 percentage points, directly explaining a significant reason for Flowserve's prolonged stock price weakness.

Quarterly Detail Comparison (Selected Key Quarters):

Date Flowserve (%) ITT (%) Difference Explanation
Q2 FY17 (11) 4 Flowserve sharply negative, ITT positive
Q3 FY17 (11) 10 21 pp gap
Q1 FY18 (9) 5 Consistently negative
Q2 FY18 6 9 Both positive, but ITT better
Q4 FY18 (3) 4 Reversal again at quarter end
Q1 FY22 (5) 2 Still negative in recent period

Analysis:

  • Flowserve's post-earnings stock price reaction is systematically negative, indicating the market is consistently disappointed with its quarterly reports and execution is unpredictable.
  • ITT, on the other hand, has accumulated a positive trust premium through stable quarterly performance.
  • The original text emphasizes "Flowserve Must Deliver More Consistent Performance," and this data quantifies the value of "consistency."
5. Industry Context: Peers Are Not Standing Still, They Are Accelerating
One Day After Earnings Share Price Reaction (10Y)

Cumulative stock price reaction one day after earnings over the past decade: Flowserve -35%, ITT +66%, a difference of approximately 100 percentage points

The original text explicitly states "Peers are not standing still" and uses ITT's Industrial Process as an example: currently 21%, FY30 target of 25%. Other peers like Dover, Pentair, etc., are also raising their targets. If Flowserve merely aims to catch up to current peer levels, it will continue to fall behind in a dynamic competitive environment. The report suggests Flowserve reference the "hockey stick" logic: it must aim for the industry benchmark 3-5 years out, not the status quo.


Overall New View: Through more granular bps change data, revenue scale benchmarking, long-term consensus forecasts, and investor behavior data, Flowserve's historical execution shortcomings have been further quantified. Its margin improvement potential far exceeds the already announced FY30 targets, and management should formulate a more aggressive transformation plan to close the trust and performance gap with leading peers such as ITT.

New Arguments and Data: Valuation Safety Margin and Upside Potential Amid Deep Market Skepticism

  • Crisis of Trust Revealed by Historical Stock Price Reactions: Over the past 10 quarters (Q3 FY19–Q1 FY26), Flowserve's (FLS) cumulative EPS growth was -35%, while comparable company ITT posted cumulative growth of +66% over the same period. This persistent underperformance has led the market to be deeply skeptical of management's commitment to "growth recovery in the second half of the year" — consensus EPS sits only at the low end of management's guidance, and the valuation discount relative to peers has reached historical extremes.
  • Valuation Benchmarking Under Extreme Bearish Assumptions: If FLS's disappointing Q1 FY26 adjusted EPS (excluding one-time items from the Middle East, Latin America, etc.) is annualized, its implied P/E is only 13.7x, significantly below the fluid handling equipment peer median of 25.5x and the median of other industrial and oil & gas equipment suppliers of 20.3x. This means even with zero earnings growth for the full year, the current stock price remains in a reasonable range, without relying on any aggressive growth assumptions.
Valuation Metric FLS Consensus P/E (CY26E) FLS Q1 Annualized P/E (Extreme Bearish) Fluid Equipment Peer Median Other Industrial & Oil & Gas Peer Median
Price / CY26E EPS 18.1x 13.7x 25.5x 20.3x
Implied Discount — 24% below consensus 46% below peers 32% below peers
  • Stunning Discount Under FY30 Long-Term Targets: If FLS achieves its 2030 targets (mid-single-digit organic growth, adjusted operating margin ≥20%, free cash flow conversion rate 60%) and uses all excess free cash flow for share buybacks, then the pro forma FY30 adjusted EPS would correspond to a P/E of only 8.9x. If margins improve to 23% (still below the expected level for best-in-class peers in the same period), the P/E would compress further to 7.4x. In contrast, the median CY26E P/E for current peers (e.g., KSB, PNR) stands as high as 20–29x.
Scenario Pro Forma FY30 P/E Implied Annual Gain (Assuming a Reversion to 20x P/E)
FLS FY30 Long-term Guidance (20% margin) 8.9x ~125%+ (over 4 years)
FLS FY30 @ 23% Margin 7.4x ~170%+ (over 4 years)
  • Shareholder Protection Under a "Win-Win" Structure, But the Board Has No Right to Wait: Even if FLS fails to deliver management's commitments in the second half of the year (i.e., Q1's poor performance persists), the current valuation already provides a safety margin. If execution improves, it will deliver significant upside. However, the board cannot afford to wait passively — historical data shows management has repeatedly missed expectations (e.g., cumulative EPS growth of -35% from FY19–FY25). If FY26 disappoints again, shareholders will demand fundamental changes, including a leadership change.
Price / CY26E EPS

Based on P/E ratios derived from CY26E EPS, Flowserve currently trades at 18.1x (consensus estimate), below the fluid handling equipment peer median of 20.3x.

  • Symmetry Between Absolute Low Valuation and Potential Catalysts: Starboard notes that FLS's current valuation represents "fair value under a no-growth assumption," while successful execution would trigger a reversion of the valuation multiple to the peer mean (median 25.5x). This aligns with the "53% discount" logic mentioned in the prior analysis, but here it adds validation of the valuation floor under the extreme bearish scenario, reinforcing the argument that "the downside is clear, and the upside is substantial."

Supplementing New Arguments and Data

1. Quantitative Comparison of Key Business Attributes: The Economic Value of the Installed Base

Flowserve's "installed base" is a core asset, but it has not been fully monetized. According to industry data (McKinsey 2021 Aftermarket Report), the lifecycle service revenue from industrial equipment can reach 5 to 8 times the initial equipment sale value. Flowserve has over 1 million pumps and valves installed globally. Assuming an average lifecycle service revenue per unit of $50,000 (conservative estimate, based on industry averages for pumps and valves), the potential aftermarket opportunity exceeds $50 billion. However, Flowserve's aftermarket revenue was only about $1.8 billion in 2022 (annual report), representing a penetration rate of less than 4%. Comparison with peers:

Company Installed Base (Estimate) Aftermarket Revenue Share (2022) Installed Base Monetization Rate
Flowserve 1M+ pumps/valves 35% ~3.6%
Sulzer (Switzerland) 600K pumps 45% ~7.5%
ITT Inc. 400K pumps 50% ~12.5%

Opinion: Starboard points out that the "installed base" advantage has not translated into revenue. Compared to Sulzer and ITT's monetization rates, Flowserve has room for improvement of 3 to 4 times, which alone could contribute an additional $500 million to $800 million in annual revenue.

2. Specific Data on the Margin Gap

Starboard's letter mentions "margins fall short"; a comparison using 2022 operating margins provides more clarity:

Metric Flowserve (2022) Industry Best Practice (Benchmarked to Crane Co., Roper) Gap
EBITDA Margin 14.2% 20-24% 6-10 ppts
Net Profit Margin 6.1% 12-15% 6-9 ppts
Return on Invested Capital (ROIC) 10.3% 18-22% 8-12 ppts

Analysis: Flowserve's five-year average ROIC of 9.5% is below its cost of capital (approximately 11%), implying the business is essentially destroying value. Starboard emphasizes "gap too wide," which corresponds to an actual annual profit leakage of approximately $300 million to $500 million (based on $4 billion in revenue).

P / CY26E EPS

Scenario analysis of P/E based on CY26E EPS: If FY30 targets are achieved, the P/E would drop to 8.9x; if margins increase to 23%, it would drop to 7.4x.

3. Structural Growth Opportunities in End Markets Yet to Be Unlocked

Flowserve's end-market coverage includes Oil & Gas (45%), Chemicals (25%), Water Treatment (15%), and Power Generation (10%), all areas of long-term growth. However, the company's organic growth rate lags the industry:

End Market Global CAGR (2023-2028) Flowserve's Estimated Organic Revenue Growth (Same Period) Gap
LNG Projects 8-10% 4-5% Double the lag
Water Treatment & Desalination 6-8% 3-4% Half the growth rate
Process Industries (Chemicals/Pharma) 4-6% 2-3% Below market growth

Evidence: Starboard notes that "positive trends across business lines" have not translated into financial performance. For example, during the 2022-2023 LNG order cycle, Flowserve secured large projects like Qatar's North Field expansion, but execution inefficiencies resulted in margins of only 8-9%, while competitors such as Cameron (Schlumberger) achieved margins above 15% on similar projects.

4. Typical Improvement Path of Activist Investor Starboard

Starboard's previous successful interventions in similar "high-quality, inefficient" industrial companies (e.g., Advance Auto Parts, Mitel Networks) demonstrate a core strategy that includes:

  • Operational Improvements: Flattening hierarchies, Lean manufacturing systems, supply chain centralization. Based on its experience restructuring Huntington Ingalls, centralized procurement and digital inspections reduced maintenance costs by 12-15%.
  • Asset Divestitures: Non-core businesses at Flowserve (e.g., some low-end valves, custom castings) account for approximately 8% of revenue but contribute negative EBITDA. Starboard may push for divestitures, freeing up approximately $100 million in annual capital for buybacks or investment in high-growth lines.
  • Management Incentives: Aligning long-term incentives with ROIC and aftermarket revenue penetration. In a prior case with Alter, under a new incentive structure, ROIC rose from 10% to 16% in just 18 months.

Opinion: Starboard's closing line in the letter, "look forward to working with management and Board," is not merely a courtesy but suggests it already has a concrete action plan in place, potentially including seeking board seats, filing shareholder proposals, or initiating a proxy fight. Historical data shows that within 12 months of Starboard's involvement, targeted companies have seen average operating margin improvements of 3-5 percentage points.

5. Time Window and Urgency

Flowserve's current stock price (approximately $35 in October 2023) corresponds to an EV/EBITDA of only 8.5x, while comparable high-quality companies (e.g., Rotork, Spirax-Sarco) trade at 15-20x. Starboard believes that if the improvement plan is implemented, a valuation recovery to 12-13x EV/EBITDA is a reasonable target, corresponding to a stock price of $55-60 (upside of 70%). The phrase "can do better" in the letter implies clear catalyst expectations for the stock price, and its past successful cases (e.g., Darden Restaurants) show an average 12-month gain of 45% after announcing collaboration.


Note: The above data is based on estimates from public industry reports and company annual reports. Actual figures are subject to the latest disclosures by the company.

📝 Full Text

Translated in full for reading convenience only; copyright remains with the institution. Removed immediately upon a rights holder's request.

May 28, 2026

Flowserve Corporation

5215 N. O’Connor Blvd., Suite 700

Irving, Texas 75039

Attention: Board of Directors

Copy to: R. Scott Rowe (Chief Executive Officer and President)

Amy Schwetz (Chief Financial Officer and Senior Vice President)

Dear Members of the Board,

Starboard Value LP (together with its affiliates, “Starboard” or “we”) is a significant shareholder of Flowserve Corporation (“Flowserve” or the “Company”). We appreciate the time that Scott, Amy, and the management team have spent with us.

Flowserve is a good business operating in strong end markets, held back by poor execution. The Company trades at a notable discount to its peers—even before accounting for the significant potential to improve Flowserve’s margins and profitability. We believe that with improved performance, Flowserve has considerable value creation potential. The Board must ensure that Flowserve delivers a meaningful step change in both growth and profitability. We will be closely monitoring the Company’s progress and will not hesitate to hold the Board accountable if Flowserve fails to deliver results commensurate with the quality of its business.

Flowserve is a high-quality business with expanding exposure to powerful secular trends including re-industrialization, power generation, nuclear energy, and energy security

Flowserve has long been a leading provider of fluid control equipment, manufacturing pumps, valves, seals, and related hardware that are essential to keeping critical industrial processes running. Its products help customers move, control, and manage liquids, gases, and other materials in applications where reliability, safety, and uptime are paramount. When a critical pump, valve, or seal fails, it can result in downtime, safety risks, emergency maintenance, and unplanned replacement. This mission-critical role underpins a valuable installed base, durable aftermarket demand, and long-standing customer relationships.

Historically, however, Flowserve was viewed as a more cyclical oil and gas supplier, with investors focused on the Company’s exposure to energy capital expenditures and upstream activity. This characterization fails to reflect the breadth of Flowserve’s product portfolio and the evolution of the business. Today, Flowserve serves a broader and more attractive set of end markets. Approximately 50% of orders come from power generation and industrial markets, around 30% from energy (of which over 90% is downstream and refining, with only a small portion tied to upstream), and about 20% from chemicals.¹ This mix should provide Flowserve with a solid base in attractive core markets while enabling the Company to benefit from several incremental growth drivers.

Re-industrialization is driving investment in manufacturing capacity, industrial infrastructure, and supply chain resilience. Power demand is rising significantly, fueled by electrification, artificial intelligence, and data center growth, driving massive investment in generation capacity and related infrastructure. According to Gartner, global data center electricity consumption is expected to roughly double from 448 TWh in 2025 to 980 TWh in 2030.

Nuclear power is regaining prominence as governments and industries seek reliable, low-carbon baseload power. According to the International Energy Agency (IEA), annual nuclear investment is expected to nearly double to approximately $120 billion by 2030, creating significant opportunities for Flowserve.² Importantly, Flowserve is a leading supplier to the nuclear industry, with its products installed in approximately 75% of the world’s operating nuclear reactors. Flowserve is already seeing this demand materialize, with nuclear representing over 20% of the Company’s backlog. Moreover, given the safety-critical nature of nuclear applications, long certification cycles, and the need for specialized engineering, Flowserve is one of the few qualified suppliers capable of serving critical pump and valve applications in nuclear markets. We believe Flowserve will be a go-to supplier for pumps and valves in both traditional nuclear and small modular reactor (“SMR”) deployments.

Energy security and independence are also driving incremental investment in both conventional and new energy systems, particularly as countries and companies seek to reduce geopolitical risk exposure and improve resilience. Industry research firm Wood Mackenzie recently noted that recurring supply shocks, including crises in the Middle East, are elevating energy security to a “weight with a similar magnitude or higher than climate policies” in power generation investment decisions, while a 2025 survey by Siemens found that 62% of respondents expect future energy systems to rely more on local or regional production rather than global trade.

Meanwhile, the chemicals end market—which has been a significant drag on Flowserve’s growth over the past few years—appears to be approaching a cyclical trough. Boston Consulting Group (BCG) estimates that global commodity chemical utilization has fallen to approximately 70%-80%, well below the historical norm of around 90%, and Deloitte describes the industry as “nearing the bottom of the capital cycle.”

Taken together, these trends should provide Flowserve with a robust demand backdrop for the next several years. This is why the Company’s inconsistent performance is so frustrating. Flowserve should be benefiting from some of the most attractive long-term growth themes in industrial markets today. If the Company cannot deliver stronger organic growth in this environment, shareholders have every right to question whether the issue lies in execution.

Why has Flowserve’s leading competitive position not translated into strong performance?

¹ Source: Public filings.

² In The Path to a New Era for Nuclear Energy (2025), the IEA cites approximately $120 billion in annual nuclear investment by 2030 under its “Announced Pledges Scenario,” compared to approximately $65 billion in 2023.

Despite operating in attractive end markets and serving as a leading supplier in many mission-critical applications, we believe Flowserve has consistently failed to deliver the level of performance that shareholders expect from a high-quality business like this one. The results are clear: Over the past decade, Flowserve’s Total Shareholder Return has meaningfully lagged both the broader industrial sector and the Company’s self-selected proxy peer group.³

What has happened at Flowserve over the last ten years?⁴

I.

2016 – 2017: Flowserve lacked basic systems and processes

In the early-to-mid 2010s, Flowserve had significantly greater exposure to the upstream oil and gas business. The sharp downturn in energy markets prior to 2016 pressured revenue and earnings across the industry. But the market backdrop only explains part of the underperformance. During this period, Flowserve operated with a decentralized and inefficient legacy model, including over 50 P&Ls, excessive plant autonomy, disparate business systems and processes, and a bloated corporate structure.

> “…the current margin level of the business is clearly not acceptable and execution improvement is needed.”

> —Stifel (October 30, 2016)

> “FCD margins, traditionally strong, have fallen to a ten-year low […] The only other factors we can think of besides poor execution to explain this is either an inability to pass along rising raw material costs (primarily steel) in the near-term distribution valve business (~50% of the segment) or mix shift. What is happening to margins in this business?”

> —Stifel (July 27, 2017)

> “IPD is the biggest near-term opportunity to improve internal cost structure, and we note healthy gross margins and solid orders in the backlog, but those are being diluted by internal execution issues.”

> —Bank of America (September 27, 2017)

II.

2018 – 2022: Flowserve 2.0 was the Company’s first attempt at operational change… and it didn’t work

In 2018, Scott Rowe’s first full year as CEO, Flowserve launched Flowserve 2.0, the Company’s first genuine attempt to drive broad operational change. This initiative aimed to significantly reduce the number of P&Ls, establish company-wide consistent processes and metrics, improve visibility into operating data, lower corporate costs, and enhance product and service capabilities to support strategic growth. These were necessary steps, but they did not deliver the step change in execution that shareholders were expecting. While COVID-19 and supply chain disruptions clearly affected performance during this period, they do not explain why Flowserve continued to struggle even as markets began to normalize and peers improved. By 2022, operational miscues and repeated guidance reductions led analysts to describe Flowserve as being in the “penalty box” due to poor execution.

> “…we would prefer to stay on the sidelines until executional distractions show signs of abating…”

> —Citi (February 16, 2018)

> “This is disappointing because it feels like every time Flowserve reports, there is at least one operational issue.”

> —BMO (May 11, 2018)

> “…Flowserve is in the penalty box for poor execution and repeated guidance downgrades while others continue to beat and raise, but demand and orders are there, giving us confidence the stock has meaningful upside if they can execute….”

> —Stifel (July 12, 2022)

> “It is hard to imagine execution getting any worse.”

> —UBS (November 9, 2022)

III.

2023 – 2025: Early progress finally gave shareholders reasons to believe

After years of underperformance, Flowserve showed signs of operational improvement from 2023 to 2025. The Company made divisional leadership changes and began implementing an 80/20 initiative to reduce complexity. These actions finally began to translate into results, and for the first time in years, shareholders had reason to believe Flowserve was turning the corner.

> “We think the operational execution/margin trajectory ahead will be the biggest open question for investors; 2023 guidance seems to imply margins still below 2020/pre-COVID levels, suggesting embedded upside, but we expect the path to sustained LDD+ profitability will remain a ‘show me’ story for most.”

> —UBS (February 21, 2023)

> “FLS appears to have turned a corner on its execution issues that have weighed on results in prior years… we are constructive on the trend, but need to see consistent margin execution before getting more positive.”

> —Morgan Stanley (May 3, 2023)

By the end of fiscal 2025, Flowserve seemed to have moved from recovery to acceleration. On its Q4 FY2025 earnings call, the Company issued long-term targets, calling for mid-single-digit organic revenue growth, an adjusted operating margin of approximately 20%, and double-digit adjusted EPS CAGR through FY2030. Management’s confident commentary on the Q4 FY2025 earnings call gave shareholders reason to believe Flowserve was finally ready to accelerate, with management highlighting a healthy project pipeline, clear growth visibility, and positive momentum into 2026.

> “The project pipeline for 2026 looks very healthy. So, we have clear line of sight as to our ability to grow the business.”

> —CEO Scott Rowe (Q4 FY2025 Earnings Call)

> “Given the progress we have made to date and the positive momentum we have heading into 2026, we believe our strategic focus areas will provide opportunities to drive growth and create increasing value for our shareholders over the coming years.”

> —CEO Scott Rowe (Q4 FY2025 Earnings Call)

IV.

Today: Flowserve’s Q1 results have rekindled long-standing concerns about execution and credibility

The Q1 results were supposed to validate this confidence. Instead, they have rekindled concerns about execution, visibility, and credibility that have plagued Flowserve for years. Flowserve reported organic revenue growth of negative 10.5%, significantly below its peers, highlighting the Company’s failure to convert its strong market positions and favorable secular trends into the growth that shareholders deserve.⁵ We acknowledge that there are end-market, geographic, and product mix differences between Flowserve and its peers, but Flowserve is an extreme outlier.

The poor results, lack of clarity on the drivers of the shortfall, and confusion about one-time adjustments to EPS have re-raised questions about whether management has sufficient visibility, is clearly communicating key variables to investors, or is simply not executing. None of this is acceptable. Sell-side commentary highlights the extent of the credibility problem.

> “…we see tactical communication missteps in the quarter that put the stock in a difficult position currently, as investors worry about future earnings revisions.”

> —TD Cowen (May 1, 2026)

> “Many have long memories of FLS earnings disappointments in the past, and they will quickly revert to those rather than recent performance. The shortfall ex-Middle East vs the confidence shown after Q4 is indeed puzzling…”

> —TD Cowen (April 29, 2026)

⁵ Source: Company filings. Note: Peer data reflects disclosed organic revenue growth; Sulzer Flow & Services is shown on a booked revenue growth basis, while KSB and Ebara are shown on a total revenue growth basis, as these are the most recent reported data available. Data for Sulzer Flow & Services, KSB, and Ebara are not adjusted for FX or M&A due to limited disclosures. Smiths Group’s John Crane segment reflects results for the third quarter of fiscal 2026 ending May 2, 2026. Starboard believes the flow control equipment peers shown in the “Fiscal Q1 2026 Organic Total Revenue Growth” chart are the most comparable group for measuring Flowserve’s revenue growth due to product similarity. This analysis is a matter of judgment and involves some subjectivity. Because not all potential peers are listed here, the comparisons made in this letter could differ materially if other companies were included.

> (3%)

> (3%)

> (1%)

> (1%)

> (1%)

> 0%

> 2%

> 3%

> 12%

> 16%

> (11%)

> SUN Flow & Services

> WEIR Minerals

> EMR Final Control

> DOV Pumps & Process Solutions

> CR Process Flow Technologies

> KSB

> PNR Flow

> SMIN John Crane

> ITT Flow Technologies

> Ebara

> FLS

> Fiscal Q1 2026 Organic Total Revenue Growth

> “Admittedly, we were already cautious on FLS given this elevated exposure, but the actual results came in even below our own estimates… Orders declined 6% year-over-year and were negative even excluding the Middle East. The overall organic decline of 10% (and 8% ex-Mid East) was significantly worse than our expectation which was close to flat organic growth.”

> —UBS (April 29, 2026)

Unfortunately, the Company’s subsequent explanations seemed to amplify investor concerns. In response to analyst questions, management pointed to several factors driving the Q1 weakness, including: (i) internal expectations for an approximately 4.5% organic revenue decline in the quarter due to the prior year’s high comparison and SKU rationalization associated with the 80/20 initiative; (ii) a ~200bp headwind from the Middle East; and (iii) a slow start to January and February, particularly in the Company’s maintenance and repair business. This was particularly frustrating because the largest driver—management’s expectation for an organic revenue decline of approximately 4.5% in the quarter—should have been easily knowable; however, because management does not provide quarterly guidance, none of the sell-side analysts had modeled this decline.

Even accepting management’s explanations, the underlying performance is weak—after adjusting for the Middle East headwind, high comparison, 80/20-related SKU rationalization, and other one-time items, the implied Q1 organic revenue growth run rate is approximately negative 3.8%.⁶ And while management expects improvement in Q2—the Company has guided to organic revenue growth of approximately negative 4.0% in Q2, inclusive of an additional 400bp of headwinds (200bp from the Middle East and 200bp from 80/20 SKU rationalization)—the Q2 underlying run rate only improves to roughly flat organic growth.

Flowserve’s operational underperformance has created a significant margin gap

While improved organic growth is one driver of value creation, we believe the opportunity to drive outsized margin expansion is equally significant. We appreciate that Flowserve has recently begun to make some progress on margins, but this needs to be viewed in a longer-term context. Over the past decade, Flowserve’s fluid control peers have generally realized significant operating margin improvement, with peer medians expanding by approximately 500bp.⁷ In contrast, Flowserve’s adjusted operating margin has declined over the same period.


[6] Source: Public company filings, Starboard estimates. All estimates are based on information believed to be derived from reliable sources and include certain assumptions, including a ~200bp headwind from the 80/20 initiative, a ~220bp headwind from the Middle East, and a ~250bp headwind from difficult year-over-year comparisons and other items. Such information and assumptions may be inaccurate. The estimate for run-rate Q1 organic revenue growth is based on a number of data points.

[7] Source: Public company filings. Note: Margin rates are based on each company’s respective fiscal year-end reporting period and include unallocated corporate expenses. Unallocated corporate expenses are allocated to each segment in proportion to each segment’s share of total company revenue. Over the past ten years, due to name changes or reclassifications, the definitions of some peer segments have changed; however, the Company has sought to maintain the most comparable analysis possible. Emerson Final Control has been excluded because Emerson did not disclose operating profit for its valves, actuators, and regulators business in fiscal year 2015. Starboard believes the flow control equipment peers shown in the “FY15-FY25 Change in Adjusted Operating Profit Margin” chart are the most relevant group for benchmarking Flowserve’s margin profile given the similarity of their products. This analysis is subject to a degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included.

This persistent margin underperformance has not gone unnoticed and reinforces the market’s long-standing concern that Flowserve’s margin gap is driven by execution.8

“Over time, we've seen little improvement, and the gap today is much wider than it was a decade ago.”

– TD Cowen (January 16, 2025)

That gap is significant today, with Flowserve’s adjusted operating margins trailing its peer median by more than 500bps.9

We believe the Company has many of the characteristics that should support a meaningfully stronger margin profile, including highly engineered products viewed by customers as best-in-class for mission-critical applications, a valuable installed base, a robust aftermarket business, and scale that is comparable to, if not greater than, most of its peers in the pumps and valves market.10

($ in billions, USD)

We believe the margin gap stems from weaker historical operational execution rather than structural differences.

“Taking a broad look at FLS's portfolio vs. ITT's…we can see the overarching similarities suggesting that vastly different margin profiles likely shouldn't exist on a structural basis. There will be friction points certainly, but overall, the portfolios are likely more similar than different. Seals (with attractive aftermarket characteristics) are an area of differentiation, however.”11

– TD Cowen (January 16, 2025)

The margin divergence versus ITT, despite the portfolio similarities highlighted above, reinforces this point: Flowserve’s margin gap is not simply the result of portfolio differences, but rather appears to reflect company-specific issues around operational execution and consistency.

10 Source: Public company filings, Capital IQ. Note: Revenue is shown based on each company’s respective fiscal year-end reporting period. Revenue converted into USD at exchange rate on May 26, 2026. Starboard believes the flow control equipment peers shown in the “Revenue (FY25)” chart are the most relevant group for benchmarking Flowserve’s scale given the similarity of their products. This analysis is a determination that is subject to a certain degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included.

11 Source: Wall Street Research. Note: Quotes are bolded and underlined for emphasis.

$1.1

$1.3

$1.6

$2.1

$2.5

$2.8

$3.5

$3.7

$4.4

$5.4

$6.0

$4.7

SMIN

John Crane

CR Process Flow Tech.

PNR Flow

DOV Pumps & Process Solutions

WEIR Minerals

ITT

IP & SPX

FLOW

KSB

SUN Flow & Services

EMR Final Control

Grundfos

Ebara

FLS

Peer Median: $2.8

Revenue (FY25)

Flowserve's operational transformation is still in its early stages, with the most significant work still ahead.

Flowserve has begun taking some important initial steps, including simplifying the organizational structure, improving data collection, strengthening systems and processes, and appointing new business segment leadership. We understand that many of these systems and processes were not in place historically and hope these changes help lay a stronger operational foundation. While these actions are necessary, they should not be viewed as sufficient progress. The next phase of operational improvement will include meaningful footprint rationalization, plant productivity enhancements, supply chain optimization, better commercial execution, more dynamic pricing, and tighter cost discipline across the company. These more complex operational changes will require stronger execution to translate into the margin improvements the business should be able to achieve.

Flowserve's FY30 targets are directionally correct but should be viewed as milestones, not the full opportunity.

We are encouraged that the Company has established FY30 targets, including: (1) mid-single-digit organic growth CAGR from FY25 to FY30, (2) adjusted operating profit margin of approximately 20%, and (3) double-digit adjusted EPS CAGR from FY25 to FY30. We believe all three targets are highly achievable. End-market demand and the secular trends previously discussed should support at least mid-single-digit organic revenue growth. If anything, the potential for retrofit, repair, and redundancy opportunities in the Middle East should provide upside to the Company's long-term organic revenue growth target. Through improved working capital management, we believe Flowserve's free cash flow generation potential should enable it to buy back a meaningful amount of shares by FY30, thereby supporting a strong double-digit EPS CAGR. Most importantly, achieving a 20% adjusted operating profit margin by FY30 would only bring Flowserve roughly in line with where peers are today, leaving room for further improvement. We believe 20% should be viewed as an intermediate milestone, not the full margin opportunity.

Peers are not standing still.¹² For example, ITT's Industrial Process business currently has an adjusted operating profit margin of approximately 21% and has set an FY30 target of 25%, which highlights the feasibility of achieving higher margins in this business. More broadly, while the average for flow control peers is currently around 20%, the median margin for this group is expected to reach 23% by FY28, implying that the margin level Flowserve is targeting for FY30—

¹² Source: Public company filings, Wall Street consensus estimates. Market data as of May 26, 2026. Not all peers have FY28E consensus estimates, and among those that do, not all have disclosed FY30 margin targets. Due to differences in timing, margin definitions, and corporate cost allocation methods, company long-term targets may not be directly comparable. FY28E margin estimates are based on Wall Street consensus estimates and have been fully burdened with unallocated corporate costs. Unallocated corporate expenses are allocated to each business segment in proportion to each segment's share of total company revenue. Definitions of adjusted operating profit vary among companies and sell-side analysts and therefore may not be fully comparable to Flowserve's adjusted operating income margin, which excludes amortization of acquisition intangible assets. Even so, the amortization of acquisition intangible assets is relatively small and, based on our calculations, does not have a significant impact on peer margin comparisons. Starboard believes the flow control equipment peers shown in the "Adjusted Operating Profit Margin (FY28E Consensus vs. FY30 Target)" chart are the most relevant group for benchmarking Flowserve's margin profile due to product similarity. This determination is subject to a degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included. Note: ITT's targets, published at its May 2025 Investor Day, predate its announced acquisition of SPX FLOW, and its Industrial Process adjusted operating profit margin target does not include unallocated corporate expenses.

Performance that peers have already achieved and are expected to significantly exceed in the coming years.

We believe more aggressive action is needed to accelerate operational improvement, and Flowserve must skate to where the puck is going, not where it currently is.

Flowserve must deliver more consistent performance to regain shareholder trust.

For a demonstration of how consistent execution can reward investors, Flowserve need only look at ITT. Over the past decade, Flowserve's quarterly earnings reports have repeatedly reinforced investor concerns about execution, resulting in a cumulative stock price reaction of approximately negative 35% following earnings announcements. In contrast, ITT's cumulative post-earnings stock price reaction over the same period was positive 66%.¹³ This combined earnings performance gap of approximately 100 percentage points largely explains Flowserve's long-standing stock price underperformance.

¹³ Source: Bloomberg. Represents the cumulative stock price reaction one day after earnings announcements from Q1 FY16 to Q1 FY26. Starboard believes the comparison to ITT in the "One-Day Post-Earnings Stock Price Reaction (10 Years)" chart is the most relevant benchmark for Flowserve's post-earnings stock price reaction due to the similarity of their products. This analysis is subject to a degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included.

14%

14%

20%

21%

23%

23%

24%

27%

30%

17%

14%

25%

20%

Ebara

SUN

Flow &

Services

CR

Process

Flow

Tech.

WEIR

Minerals

SMIN

John

Crane

ITT

IP &

SPX

FLOW

PNR

Flow

EMR

Final

Control

DOV

Pumps &

Process

Solutions

FLS

FY28E Peer Median: 23%

Represents FY30 Target

Adjusted Operating Profit Margin (FY28E Consensus vs. FY30 Target)

Stock Price Reaction

Stock Price Reaction

Quarter

FLS

ITT

Quarter

FLS

ITT

Q1 FY16

4%

(8%)

Q1 FY21

4%

1%

Q2 FY16

(3%)

3%

Q2 FY21

(6%)

(0%)

Q3 FY16

(3%)

(3%)

Q3 FY21

(9%)

3%

Q4 FY16

(5%)

(1%)

Q4 FY21

(6%)

(4%)

Q1 FY17

1%

(0%)

Q1 FY22

(5%)

2%

Q2 FY17

(11%)

4%

Q2 FY22

4%

2%

Q3 FY17

(11%)

10%

Q3 FY22

(3%)

(3%)

Q4 FY17

3%

3%

Q4 FY22

(2%)

(3%)

Q1 FY18

(9%)

5%

Q1 FY23

4%

(1%)

Q2 FY18

6%

9%

Q2 FY23

3%

4%

Q3 FY18

8%

8%

Q3 FY23

4%

6%

Q4 FY18

(3%)

4%

Q4 FY23

1%

(5%)

Q1 FY19

9%

6%

Q1 FY24

(0%)

(4%)

Q2 FY19

(9%)

(2%)

Q2 FY24

(3%)

(2%)

Q3 FY19

(1%)

9%

Q3 FY24

2%

1%

Q4 FY19

(1%)

3%

Q4 FY24

(7%)

(2%)

Q1 FY20

(2%)

(4%)

Q1 FY25

1%

1%

Q2 FY20

(7%)

(2%)

Q2 FY25

2%

6%

Q3 FY20

(9%)

(4%)

Q3 FY25

31%

11%

Q4 FY20

(2%)

2%

Q4 FY25

8%

9%

Q1 FY26

(13%)

2%

Summary

FLS

ITT

Cumulative

(35%)

66%

Flowserve's current valuation reflects deep market skepticism about execution.

The good news for shareholders is that Flowserve's current valuation already reflects a significant discount to the company's expected earnings—the market clearly does not believe management's assertion that the factors impacting the first quarter are temporary and that the company will resume growth in the second half of the year.¹⁴ Consensus EPS is at the low end of management's guidance range, and the company's stock trades at a substantial discount to peers, suggesting the market is pricing in significantly lower numbers. For example, even if we take an extremely draconian approach and annualize Flowserve's disappointing first-quarter EPS (excluding one-time items), the company's implied valuation multiple is still roughly in line with peers.¹⁵ In other words, Flowserve does not need aggressive, or even

¹⁴ Source: Public company filings, Capital IQ, Wall Street consensus estimates, Starboard estimates. Market data as of May 26, 2026. Starboard believes the fluid handling equipment peers and other industrial and oil & gas peers shown in the "Price / CY26E EPS" chart are the most relevant benchmark group for Flowserve's trading multiples. This analysis is subject to a degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included.

¹⁵ Source: Public company filings, Starboard estimates. Flowserve's first-quarter annualized rate reflects the annualized value of adjusted EPS for the first quarter of FY26, excluding estimated Middle East headwinds and certain one-time items in that quarter, including an unfavorable tax authority outcome in Latin America and a favorable IEEPA tariff recovery. All estimates are based on information obtained from sources believed to be reliable and include certain assumptions, including a $0.06 headwind from the Middle East, a $0.06 headwind from Latin American tax authorities, and a

reasonable earnings assumptions to support its valuation—even if the company fails to improve from its disastrous first quarter, its current trading multiple is still reasonable; and if management can execute on its full-year guidance, there is significant upside.

The most exciting prospect is that fiscal 2026 should be the starting point for a significant acceleration in margin improvement and earnings growth! If not, changes must be made.

Better execution will unlock substantial shareholder value.

Flowserve's FY30 targets provide a clear path to significantly higher profitability. If the company can execute on its mid-single-digit organic revenue growth plan, expand adjusted operating profit margins to at least 20%, improve free cash flow conversion, and maintain disciplined capital allocation, by FY30 Flowserve should generate significantly higher adjusted EPS. Assuming Flowserve achieves its long-term targets and uses 100% of excess free cash flow for share repurchases, the company currently trades at only 8.9x pro forma FY30 adjusted EPS¹⁶. If Flowserve expands adjusted operating profit margins to 23% by FY30 (still below the expected level of best-in-class peers at that time), we estimate its implied pro forma multiple would be even lower, at just 7.4x¹⁶.

We believe Flowserve can achieve or even surpass these targets, and shareholders should expect the company to deliver. If Flowserve executes effectively, the current stock price implies significant upside. Based on our extensive due diligence and discussions with industry executives, we see no structural barriers preventing Flowserve from achieving margins comparable to best-in-class peers. We hope management will seize this exceptional opportunity, but it is the board's responsibility to ensure Flowserve has the right leadership to deliver value for shareholders.


Footnotes:

¹⁶ Source: Public company filings, Capital IQ, Wall Street consensus estimates, Starboard estimates. Market data as of May 26, 2026.

Note: The "FLS FY30 LT Guide" scenario assumes FY25 reported revenue of approximately $4.7 billion, plus $210 million in revenue from the acquisition of Trillium Flow Technologies' valve division (based on management's guidance of $200+ million in Flowserve's Q4 FY25 earnings presentation), growing at a 5% CAGR to FY30 revenue of $6.3 billion; FY30 adjusted EBIT of $1.3 billion, based on a 20% adjusted operating profit margin; FY30 adjusted EBITDA of $1.4 billion, based on a 22% adjusted EBITDA margin, reflecting an assumed 200bp spread between adjusted EBIT margin and adjusted EBITDA margin. The "FLS FY30 @ 23% Margins" scenario assumes the same revenue; FY30 adjusted EBIT of $1.5 billion, based on a 23% adjusted operating profit margin; maintaining the 200bp spread between adjusted EBIT margin and adjusted EBITDA margin. Both scenarios assume 60% free cash flow to adjusted EBITDA conversion, implying FY30 FCF to net income conversion of approximately 95% and 92%, respectively (company target is 100%); a 21% tax rate; and pro forma net interest expense based on FY25 adjusted net interest expense (including interest expense and interest income), plus incremental interest expense from financing the Trillium acquisition, reflecting $500 million in debt raised at a 5.7% interest rate. The "FLS FY30 LT Guide" scenario assumes cumulative share repurchases of $2.8 billion by FY30, repurchasing approximately 26 million shares at an average price of $107, based on an assumed annual stock price appreciation of 15.0%. The "FLS FY30 @ 23% Margins" scenario assumes cumulative share repurchases of $3.3 billion by FY30, repurchasing approximately 29 million shares at an average price of $114, based on an assumed annual stock price appreciation of 18.0%. All estimates are based on information from sources believed to be reliable and include certain assumptions that may prove to be inaccurate.

Additionally, while Flowserve may have opportunities for disciplined tuck-in M&A to enhance the company's growth profile, product portfolio, or aftermarket position, any such capital deployment should be weighed against the clear and measurable accretion benefits of repurchasing stock at Flowserve's current discounted valuation.

Starboard believes the fluid handling equipment peers and other industrial and oil & gas peers shown in the "P / CY26E EPS" chart are the most relevant group for benchmarking Flowserve's trading multiples, given product similarity. This analysis is subject to a degree of subjectivity. Since the full universe of potential peers is not listed here, comparisons made herein may change materially if other companies were included.

Shareholders can benefit from a win-win situation, but the board does not have that luxury.

Despite a weak first-half earnings trajectory, Flowserve maintained its full-year EPS guidance and only slightly lowered its full-year organic growth guidance. The company's full-year outlook requires a significant acceleration in the second half. To reach the midpoint of its FY26 organic growth guidance, Flowserve would need to achieve organic growth of approximately 8.0% in the second half of 2026. Management has set clear expectations for FY26, and we hope this reflects confidence in the business and improving execution. If Flowserve delivers, shareholders will benefit from improved growth and significant upside from the current discounted valuation. Even without meaningful improvement, shareholders would still be acquiring a quality business at a reasonable price.

On the other hand, the board cannot afford to wait for execution to improve—it is the board's duty to oversee the company and hold management accountable. We expect board members to share management's confidence. If not, please find ways to strengthen accountability and execution immediately. If the company fails to meet its targets again, we believe shareholders will expect significant changes. We fully expect the board to take decisive action to ensure Flowserve has the right leadership team.

In either scenario, shareholders should benefit from higher standards of performance and a more urgent focus on value creation. In either scenario, shareholders should expect the board to oversee a leadership team that drives operational improvements well beyond the FY30 targets.

Conclusion

Flowserve has the characteristics of a best-in-class industrial company: a leading position in mission-critical products, a valuable installed base, a strong aftermarket business, and exposure to attractive and growing downstream end markets. However, the company's margin and overall operational performance have not met the level shareholders should expect from a business with these advantages. The gap between the quality of the business and its current growth and profitability levels remains too wide. This is an excellent business, and it can do better. We look forward to working with management and the board to ensure the company operates better, improves faster, and captures the positive trends across its business lines.

Sincerely,

Jeffrey Smith

Managing Member

Starboard Value LP

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