Fluor Corp DEF 14A, filed Mar 13, 2025

About this DEF 14A

Fluor Corp (FLR)

DEF 14A 2025-03-13 For: 2025-04-30

View Original

Added on June 12, 2026

The election of the eleven directors named in the proxy statement to serve until the 2026 annual meeting of stockholders.

An advisory vote to approve the Company’s executive compensation.

The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for 2025.

Such other matters as may be properly presented at the meeting.

Fluor Corp filed this DEF 14A on March 13, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	When				Wednesday, April 30, 2025 8:30 a.m. Central Daylight Time
	Where				Online at: www.virtualshareholdermeeting.com/FLR2025
	Record Date				Close of business on March 3, 2025

Page
1	Proxy Summary
3	Proposal 1 — Election of Directors
	3	Director Nominees
	4	Director Skills Matrix
	5	Director Biographies
11	Corporate Governance
	11	Corporate Governance Highlights
	12	Stockholder Engagement
	12	Sustainability, Stakeholder and Governance Matters
	12	Board Independence
	13	Risk Management Oversight
	13	Cybersecurity Risks
	14	Board Leadership
	15	Board Meetings and Committees
	19	Board and Committee Evaluations
	20	Consideration of Director Nominees
	21	Related Person Transactions
	22	Communications with the Board
	22	Compensation Committee Interlocks and Insider Participation
23	Proposal 2 — Advisory Vote to Approve Executive Compensation
24	Compensation Discussion and Analysis
41	Organization and Compensation Committee Report
42	Compensation Tables
	42	Summary Compensation Table
	44	All Other Compensation
	45	Grants of Plan-Based Awards in 2024
	48	Outstanding Equity Awards at 2024 Year End
	50	Option Exercises and Stock Vested in 2024
	51	Nonqualified Deferred Compensation
	52	Potential Payments Upon Termination or Change in Control
57	CEO Pay Ratio
58	Pay versus Performance
62	Director Compensation
65	Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm
67	Report of the Audit Committee
68	Stock Ownership and Stock-Based Holdings of Executive Officers and Directors
70	Stock Ownership of Certain Beneficial Owners
71	Delinquent Section 16(a) Reports
71	Other Business
72	Additional Information
73	2026 Annual Meeting of Stockholders
74	Questions and Answers About the Annual Meeting and Voting


	Director Independence				✔ 9 out of 11 director nominees are independent ✔ Independent lead director ✔ 100% independent Board committees ✔ Regular executive sessions of independent directors
	Accountability				✔ Annual director elections ✔ Majority voting for directors in uncontested elections
	Evaluation and Effectiveness				✔ Annual board and committee self-evaluations ✔ Annual evaluations of individual directors
	Refreshment				✔ Board membership criteria take into consideration diversity of thought and background ✔ Director mandatory retirement age
	Director Engagement				✔ Directors limited to no more than four total public company boards
	Compensation Policies				✔ Stock ownership guidelines for directors and executive officers ✔ Prohibition on hedging or pledging Company securities ✔ Change-in-control agreements require dual-trigger events and do not provide excise tax gross-ups
	Stockholder Rights				✔ Stockholder right to call special meetings ✔ Market-standard proxy access right

	By Internet
				www.proxyvote.com Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voting instruction card or notice.
	By Telephone
				1-800-690-6903 Call 1-800-690-6903 or the number on your voting instruction card. You will need the 16-digit number included in your proxy card, voting instruction card, Notice or legal proxy.
	By Mail
				Cast your ballot, sign your proxy card and send by pre-paid mail Send your completed and signed proxy card or voting instruction card to the address on your proxy card or voting instruction card.
	At the Virtual Meeting
				Vote your shares online during the annual meeting You may also vote online during the annual meeting by following the instructions provided on the meeting website. You will need the 16-digit number included in your proxy card, voting instruction or notice.


	Annual Director Elections				All directors stand for election annually.
	Annual Board Evaluations				We conduct annual evaluations of the Board, its committees and all individual Board members.
	Director Resignation Policy				If an incumbent director is not re-elected, the Governance Committee will consider his or her contingent resignation (given prior to the meeting) and make a recommendation to the Board on whether to accept or reject the resignation. The Board will then publicly announce its decision regarding whether to accept the resignation and, if not, the reasons why.
	Stockholder Right to Call a Special Meeting				Holders of at least 25% of our outstanding common stock have the right to call a special meeting of stockholders.
	Majority Voting Provisions				Our corporate governance documents contain majority (as opposed to supermajority) voting provisions.
	Director Independence				All director nominees, except for David Constable and James Breuer, are independent. We also have a Lead Independent Director who presides over executive sessions of the independent directors of the Board and approves agendas for Board meetings.
	Proxy Access				Our proxy access bylaws give stockholders the ability to nominate and include director nominees in our proxy materials. Proxy access is available to a stockholder, or group of up to 20 stockholders, that has owned at least 3% of our outstanding common stock for at least three years, and can be used to nominate up to two directors or 20% of the Board (whichever is greater), provided that the other requirements of the bylaws are met.

	MEMBERS Alan M. Bennett, Chair* Rosemary T. Berkery Charles P. Blankenship, Jr. Lisa Glatch Teri P. McClure Matthew K. Rose*			Each of the directors who serves on the Audit Committee is independent within the meaning set forth in SEC regulations, NYSE standards and our Corporate Governance Guidelines.
				* Audit Committee Financial Expert, as determined by the Board
				Meetings During 2024:
				Five
				Key Responsibilities:
				The responsibilities of the Audit Committee and its activities during 2024 are addressed in the “Report of the Audit Committee” section of this proxy statement. The Audit Committee also meets in executive sessions, at least quarterly, with the independent registered public accounting firm, the head of internal audit and management. Meetings with management may include any or all of the CEO, the Chief Financial Officer, the Chief Legal Officer or the Chief Compliance Officer. The Audit Committee also has risk oversight responsibilities previously outlined above, and reviews and discusses with management risk issues associated with cybersecurity and other IT and policies and controls to mitigate those risks.

	MEMBERS Armando J. Olivera, Chair* Charles P. Blankenship, Jr. H. Paulett Eberhart Lisa Glatch James T. Hackett Thomas C. Leppert			Each of the members of the Commercial Strategies and Operational Risk Committee is independent within the meaning set forth in NYSE listing standards and our Corporate Governance Guidelines. * Mr. Olivera will retire from the Board upon the expiration of his term at the 2025 annual meeting.
				Meetings During 2024:
				Five
				Key Responsibilities:
				The Commercial Strategies and Operational Risk Committee’s primary responsibilities, which are discussed in detail within its charter, are to: ■ review and discuss with management commercial strategies and related risks, as well as significant prospective and current projects, including any major strategic and operational risks with respect to such prospects and projects; ■ discuss with management the Company’s risk identification, risk assessment and risk mitigation policies, procedures and practices for its strategic and operational risks; and ■ see that the Board is regularly apprised of strategic and operational risks and associated risk mitigation policies, procedures and practices.

	MEMBERS* David E. Constable, Chair Alan M. Bennett Rosemary T. Berkery James T. Hackett Armando J. Olivera			Each of the members of the Executive Committee is independent within the meaning set forth in the NYSE listing standards and our Corporate Governance Guidelines, other than Mr. Constable. * Mr. Breuer will become a member of the Executive Committee, effective as of his election to the Board. Mr. Olivera will retire from the Board and the Executive Committee upon the expiration of his term at the 2025 annual meeting.
				Meetings During 2024:
				Three
				Key Responsibilities:
				When the Board is not in session, the Executive Committee has all of the power and authority of the Board, subject to the Company’s Certificate of Incorporation and Bylaws, and applicable laws, rules, regulations and listing standards of the NYSE.

	MEMBERS* Rosemary T. Berkery, Chair Thomas C. Leppert Teri P. McClure Armando J. Olivera			Each of the members of the Governance Committee is independent within the meaning set forth in the NYSE listing standards and our Corporate Governance Guidelines. * Mr. Olivera will retire from the Board upon the expiration of his term at the 2025 annual meeting.
				Meetings During 2024:
				Four
				Key Responsibilities:
				The Governance Committee’s primary responsibilities, which are discussed in detail within its charter, are to: ■ engage in succession planning for the Board; ■ identify qualified candidates to be nominated for election to the Board and directors qualified to serve on the Board’s committees; ■ develop, review and evaluate background information for any candidates for the Board, including those recommended by stockholders, and make recommendations to the Board regarding such candidates; ■ oversee the independence of directors; ■ develop, implement, monitor and oversee policies and practices relating to corporate governance, including the Corporate Governance Guidelines and Code of Business Conduct and Ethics for Members of the Board of Directors; ■ oversee the annual evaluation of the Board, its committees and individual directors; ■ annually review the Company’s Political Activities Policy, as well as a report on the Company’s specific political contributions, lobbying activities, and participation in trade associations; and ■ review and receive reports from management regarding the Company’s sustainability, stakeholder and governance efforts, and review and discuss with management the Company’s public reporting on these topics, the strategy, initiatives, policies and progress toward key objectives related to such topics, and the operational, regulatory, and reputational risks and impacts of these matters.

	MEMBERS James T. Hackett, Chair Alan M. Bennett H. Paulett Eberhart Matthew K. Rose			Each of the members of the Organization and Compensation Committee is independent within the meaning set forth in the NYSE listing standards and our Corporate Governance Guidelines.
				Meetings During 2024:
				Six, including four regular meetings which included an executive session attended by the committee members and the committee’s independent compensation advisor
				Key Responsibilities:
				The Organization and Compensation Committee’s primary responsibilities, which are discussed in detail within its charter, are to: ■ review and monitor top level organizational structure and senior management succession planning and recommend the appointment of executive officers and other corporate officers; ■ review and approve corporate goals and objectives relevant to the Chairman and CEO’s compensation, evaluate (in consultation with the other independent directors) the achievement of those goals and recommend the compensation levels of the Chairman and CEO to the independent directors; ■ set the overall compensation policy for the executive officers (other than the Chairman and CEO), including base salary and annual and long-term incentive awards, and approve compensation paid to such officers, considering the recommendations of the Chairman and CEO; ■ review the compensation for non-management directors annually and recommend changes to the Board; and ■ with respect to human capital management, oversee the Company’s strategic employment and workplace policies, practices and outcomes, including those related to equal employment opportunity, nondiscrimination and environmental, health and safety.
				The Committee may delegate a portion of its responsibilities to a subcommittee denominated by it when appropriate. In addition to the risk oversight responsibilities described above, the responsibilities of the Organization and Compensation Committee and its activities during 2024 are further addressed in the “Compensation Discussion and Analysis” section of this proxy statement.

	Name				Position
	David E. Constable				Chairman and Chief Executive Officer
	Joseph L. Brennan				Executive Vice President, Chief Financial Officer
	James R. Breuer				Chief Operating Officer (formerly Group President, Energy Solutions through August 4, 2024)
	Stacy L. Dillow				Executive Vice President, Chief Human Resources Officer
	Mark E. Fields				Group President, Project Execution
	John R. Reynolds				Executive Vice President, Corporate Secretary (formerly Chief Legal Officer through August 4, 2024)

Component	Primary Purpose	Linkage to Performance

Base Salaries	Provide a market competitive, stable level of income to attract and retain top talent	■ Individual contributions to the Company, salary movements in the Peer Group, and internal pay equity are considered in determining initial salary levels and any subsequent adjustments
Annual Incentives	Provide annual cash compensation for achievement of established performance goals	■ Based on Company achievement of near-term objectives that support long-term value creation, including EBITDA, cash flow from segments; safety; and individual strategic goals ■ Completely at-risk, depending on actual performance against the established targets

Name	2024 Base Salary
David E. Constable		$	1,350,000
Joseph L. Brennan		$	678,400
James R. Breuer		$	700,000(1)
Stacy L. Dillow		$	556,200
Mark E. Fields		$	688,600
John R. Reynolds		$	375,000(2)

Name	Percentage of Base Salary as of 12/31/2024		Target Annual Incentive Amount
David E. Constable		150%		$	2,025,000
Joseph L. Brennan		95%		$	644,500
James R. Breuer		100%		$	558,200(1)
Stacy L. Dillow		85%		$	472,800
Mark E. Fields		95%		$	654,200
John R. Reynolds		85%		$	459,300(2)

2024 Measure	David E. Constable		Joseph L. Brennan		James R. Breuer (as COO)		James R. Breuer (as Group President, Energy Solutions)		Stacy L. Dillow		Mark E. Fields		John R. Reynolds
EBITDA		35%		35%		35%		25%		35%		35%		35%
Cash Flow from Segments		35%		35%		35%		25%		35%		35%		35%
Energy Solutions EBIT		—		—		—		20%		—		—		—
Safety		10%		10%		10%		10%		10%		10%		10%
Strategic Performance		20%		20%		20%		20%		20%		20%		20%

	2024 Performance Ranges (in millions)									2024 Actual Achievement(1)			Performance Rating
Measure	Min			Target			Max			2024 Actual Achievement(1)			Performance Rating
	(0.5 rating)			(1.0 rating)			(2.0 rating)
EBITDA		$	441.7		$	631.0		$	820.3		$	549.7		0.79
Cash Flow from Segments		$	245.8		$	351.2		$	456.6		$	713.3		2.00
Energy Solutions EBIT		$	357.0		$	510.0		$	663.0		$	399.0		0.64

Name	Strategic Goal	Key Achievements
David E. Constable	Drive Growth Across the Portfolio	✓ Achieved 2024 new awards of $15.1 billion, of which 85% was reimbursable.
	Pursue Contracts with Fair and Balanced Terms	✓ 2024 ending backlog 79% reimbursable, surpassing strategic goal of 75%.
	Reinforce Financial Discipline	✓ Cash balance increased by 19.8% to $3.0 billion.
	Foster a High-Performance Culture with Purpose	✓ Fluor Management Team succession plans were deployed in 2024.

Name	Target Annual Incentive Amount			X		Overall Performance Rating		=		Annual Incentive Amount
David E. Constable		$	2,025,000		X		1.40		=		$	2,835,000
Joseph L. Brennan		$	644,500		X		1.39		=		$	895,900
James R. Breuer(1)		$	558,200		X		1.30		=		$	723,400
Stacy L. Dillow		$	472,800		X		1.38		=		$	652,500
Mark E. Fields		$	654,200		X		1.39		=		$	909,400
John R. Reynolds		$	459,300(2)		X		1.39		=		$	638,600

Name	Performance Award Value			RSU Award Value			Non-Qualified Stock Option Award Value			Total Long-Term Incentive Award Value
David E. Constable		$	5,000,000		$	3,500,000		$	1,500,000		$	10,000,000
Joseph L. Brennan		$	700,000		$	490,000		$	210,000		$	1,400,000
James R. Breuer		$	550,000		$	385,000		$	165,000		$	1,100,000
Stacy L. Dillow		$	550,000		$	385,000		$	165,000		$	1,100,000
Mark E. Fields		$	725,000		$	507,500		$	217,500		$	1,450,000
John R. Reynolds		$	550,000		$	385,000		$	165,000		$	1,100,000

	Performance Ranges									Actual Achievement			Performance Rating
Measure	Min			Target			Max			Actual Achievement			Performance Rating
2022 Targets	(0.375 rating)			(1.0 rating)			(2.0 rating)
EPS		$	0.80		$	1.33		$	1.86		$	0.95		0.55
ROIC			8.3%			13.8%			19.3%			7.8%		0.00
2022 Average Performance Rating														0.28
2023 Targets	(0.375 rating)			(1.0 rating)			(2.0 rating)
EPS		$	1.01		$	1.68		$	2.35		$	2.79		2.00
ROIC			7.4%			12.3%			17.2%			14.4%		1.43
2023 Average Performance Rating														1.72
2024 Targets	(0.375 rating)			(1.0 rating)			(2.0 rating)
EPS		$	1.61		$	2.68		$	3.75		$	2.58		0.94
ROIC			9.4%			15.6%			21.8%			14.9%		0.93
2024 Average Performance Rating														0.94
2022 – 2024 Relative TSR	(0.5 rating)			(1.0 rating)			(2.0 rating)
Relative TSR(1)	25th percentile			50th percentile			75th percentile			95th percentile			2.00
Final Performance Rating(2)														1.19

2025 Performance Award Measure	Weighting
EBT		70%
Relative TSR		30%

	■ AECOM Technology Corporation*			■ Icahn Enterprises L.P.
	■ Baker Hughes Company			■ Jacobs Engineering Group Inc.*
	■ Builders FirstSource, Inc.			■ KBR, Inc.*
	■ Cummins Inc.			■ PACCAR Inc.
	■ Dycom Industries, Inc.*			■ Parker-Hannifin Corporation
	■ EMCOR Group*			■ Quanta Services, Inc.*

	Role			Value of Shares or Share Units to be Owned
	Chairman and CEO			6 times base salary
	Other NEOs			2 times base salary