Management Change/Compensation – Form 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2024, the Compensation Committee of the Board of Directors of TechnipFMC plc (the "Company" or "us") approved the renewal of Executive Severance Agreements with our Chief Executive Officer, our Executive Vice President and Chief Technology Officer, and our President, Subsea, with no expiration date. The Compensation Committee also approved entering into Executive Severance Agreements with our other executive officers similarly with no expiration date, effective as of their respective appointment dates.

Similar to the prior agreements, the Executive Severance Agreements provide for "double trigger" severance benefits if an executive officer's employment is terminated without cause or constructively terminated within the twenty-four months following a change in control. The severance benefits are equal to (i) a multiple of each executive's base salary (multiple of three for our Chief Executive Officer and Chief Financial Officer; multiple of two for all other executive officers); (ii) a multiple of the greater of the executive's annual target cash bonus or the executive's prior three-year average annual cash bonus (multiple of three for our Chief Executive Officer and Chief Financial Officer; multiple of two for all other executive officers); (iii) accrued but unpaid base salary and unused paid time off pay; (iv) a pro-rated payment equal to the amount of the executive's annual target cash bonus for the year the executive is terminated; and (v) an amount equal to the monthly premium payable for the executive under the Company's health care, life, accidental death and dismemberment insurance and long-term disability insurance coverage for twenty-four months, or in the case of our Chief Executive Officer and Chief Financial Officer, for thirty-six months. If an executive is eligible for severance under applicable law, collective agreement, or an employment agreement, then the severance paid under the Executive Severance Agreement will be reduced by any such other severance amounts. Receipt of the severance benefits under the Executive Severance Agreements is subject to the executive signing a release of claims. The severance benefits may also be reduced to the extent payment of such benefits would not be deductible by reason of Section 280G of the U.S. Internal Revenue Code. Following termination, the executive would also no longer be subject to any stock ownership or retention requirements.

The foregoing summary of the Executive Severance Agreements does not purport to be complete and is qualified in its entirety by the complete text of the form Executive Severance Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.