Fluor Corp DEF 14A, filed Mar 15, 2023

About this DEF 14A

Fluor Corp (FLR)

DEF 14A 2023-03-15

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Added on June 12, 2026

The election of the nine directors named in the proxy statement to serve until the 2024 annual meeting of stockholders.

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

An advisory vote to approve the frequency of future advisory votes to approve the Company’s executive compensation.

The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for 2023.

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

Fluor Corp filed this DEF 14A on March 15, 2023.

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	When				Wednesday, May 3, 2023 8:30 a.m. Central Daylight Time
	Where				Online at: www.virtualshareholdermeeting.com/FLR2023
	Record Date				Close of business on March 6, 2023

Page
1	Proxy Summary
3	Proposal 1 — Election of Directors
	3	Director Nominees
	4	Director Skills Matrix
	5	Director Biographies
10	Corporate Governance
	10	Corporate Governance Highlights
	11	Stockholder Engagement
	11	Environmental, Social and Governance Matters
	12	Board Independence
	13	Risk Management Oversight
	14	Board Leadership
	14	Board Meetings and Committees
	19	Board and Committee Evaluations
	19	Consideration of Director Nominees
	20	Related Person Transactions
	21	Certain Legal Proceedings
	21	Communications with the Board
	21	Compensation Committee Interlocks and Insider Participation
22	Proposal 2 — Advisory Vote to Approve Executive Compensation
23	Compensation Discussion and Analysis
40	Organization and Compensation Committee Report
41	Compensation Tables
	41	Summary Compensation Table
	43	All Other Compensation
	44	Grants of Plan-Based Awards in 2022
	47	Outstanding Equity Awards at 2022 Year End
	49	Option Exercises and Stock Vested in 2022
	50	Nonqualified Deferred Compensation
	51	Potential Payments Upon Termination or Change in Control
56	CEO Pay Ratio
57	Pay versus Performance
61	Director Compensation
64	Proposal 3 — Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve Executive Compensation
65	Proposal 4 — 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	2024 Annual Meeting of Stockholders
74	Questions and Answers About the Annual Meeting and Voting


	Director Independence				✔ 8 out of 9 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 and Diversity				✔ Over 40% of director nominees are diverse (three female and two racially or ethnically diverse nominees) ✔ Search process for new directors must include women and minorities among candidates ✔ Board membership criteria takes into consideration diversity of thought and background ✔ Director mandatory retirement age
	Director Engagement				✔ Directors limited to no more than 4 total public company boards
	Compensation Policies				✔ Executive compensation clawback policy ✔ 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

	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, with the exception of our Chairman and Chief Executive Officer (“CEO”), 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 Teri P. McClure Matthew K. Rose*			Each of the directors who serves on the Audit Committee is independent within the meaning set forth in Securities and Exchange Commission (“SEC”) regulations, NYSE standards and our Corporate Governance Guidelines.
				*Audit Committee Financial Expert, as determined by the Board
				Meetings During 2022:
				Five, including one to review the 2021 Form 10-K and the proxy materials for the 2022 annual meeting
				Key Responsibilities:
				The responsibilities of the Audit Committee and its activities during 2022 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 discussed 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 H. Paulett Eberhart 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.
				Meetings During 2022:
				Four
				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 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.
				Meetings During 2022:
				None
				Key Responsibilities:
				When the Board is not in session, the Executive Committee has all of the power and authority of the Board, subject to 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.
				Meetings During 2022:
				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. For information relating to nominations of directors by our stockholders, see “— Consideration of Director Nominees” below; ■ 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 ESG efforts, and review and discuss with management the Company’s public reporting on ESG topics, ESG strategy, initiatives, and policies, progress toward key ESG objectives and the operational, regulatory, and reputational risks and impacts of ESG.

	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 2022:
				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, diversity in the workplace, and environmental, health and safety.
				In addition to the risk oversight responsibilities described above, the responsibilities of the Organization and Compensation Committee and its activities during 2022 are further addressed in the “Compensation Discussion and Analysis” section of this proxy statement. The Organization and Compensation Committee has the authority under its charter to delegate any portion of its responsibilities to a subcommittee, but did not do so in 2022.

	Name				Position
	David E. Constable				Chairman and Chief Executive Officer
	Joseph L. Brennan				Executive Vice President, Chief Financial Officer
	Mark E. Fields				Group President, Project Execution
	John R. Reynolds				Executive Vice President, Chief Legal Officer and Secretary
	Thomas P. D’Agostino				Group President, Mission Solutions
	Alan L. Boeckmann				Former Executive Chairman, through May 5, 2022

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 salary adjustments each year
Annual Incentives	Provide annual cash compensation for achievement of annual performance goals	■ Based on Company achievement of near-term objectives that support long-term value creation, including EBITDA, cash flow from operations; safety; and annual strategic goals including DE&I objectives ■ Completely at-risk, depending on actual performance against the established criteria

Name	2022 Base Salary
David E. Constable		$	1,350,000
Joseph L. Brennan		$	540,800
Mark E. Fields		$	636,600
John R. Reynolds		$	610,100
Thomas P. D’Agostino		$	531,900
Alan L. Boeckmann		$	525,000

Name	Percentage of Base Salary		Target Annual Incentive Amount
David E. Constable		150%		$	2,025,000
Joseph L. Brennan		85%		$	459,700
Mark E. Fields		95%		$	604,800
John R. Reynolds		85%		$	518,600
Thomas P. D’Agostino		85%		$	452,200

2022 Measure	David E. Constable		Joseph L. Brennan		Mark E. Fields		John R. Reynolds		Thomas P. D’Agostino
EBITDA		30%		30%		30%		30%		15%
Cash Flow from Operations		30%		30%		30%		30%		15%
Mission Solutions EBIT		—		—		—		—		30%
Safety		10%		10%		10%		10%		10%
Strategic Performance		30%		30%		30%		30%		30%

	2022 Performance Ranges (in millions)									2022 Actual Achievement(2)			Performance Rating
Measure(1)	Min			Target			Max			2022 Actual Achievement(2)			Performance Rating
	(0.375 rating)			(1.0 rating)			(2.0 rating)
EBITDA		$	252.5		$	420.8		$	589.1		$	346.6		0.72
Cash Flow from Operations		$	163.0		$	271.7		$	380.4		$	188.5		0.52
Mission Solutions EBIT		$	59.7		$	99.6		$	139.4		$	138.9		1.99

Name	Strategic Goal	Key Achievements
David E. Constable	Drive Growth Across the Portfolio	✓ Doubled new awards to $19.8 billion in 2022 compared to 2021.
	Pursue Contracts with Fair and Balanced Terms	✓ Through disciplined pursuit of contracts, total backlog at end of 2022 was 63% reimbursable.
	Reinforce Financial Discipline	✓ Exceeded goal of reducing overhead costs by $100 million by 2024, achieving $110 million overhead savings by end of 2022.
	Foster a High-Performance Culture with Purpose	✓ Led the Company to invest in more than 30 energy reduction initiatives to support the path to Net Zero scopes 1 and 2 emissions.
Joseph L. Brennan	Reinforce Financial Discipline	✓ Reduced outstanding debt by $62 million.
		✓ Renewed and expanded our $1.8 billion credit facility.
	Foster a High-Performance Culture with Purpose	✓ Took an active leadership role in DE&I, serving as executive sponsor of the newly formed PRIDE ERG.
Mark E. Fields	Pursue Contracts with Fair and Balanced Terms	✓ Improved corporate governance practices for business lines to bring consistent oversight and audit processes to project pursuits and project execution.
	Reinforce Financial Discipline	✓ Enhanced project risk practices to improve cost certainty and project execution.
	Foster a High-Performance Culture with Purpose	✓ Sponsored inaugural Fluor Supply Chain Summit hosting 50 supply chain partners and contractors, while donating proceeds to regional councils for diversity supplier education and development.

Name	Percentage of Base Salary		Target Annual Incentive Amount			X		Overall Performance Rating		=		Annual Incentive Amount
David E. Constable		150%		$	2,025,000		X		0.96		=		$	1,944,000
Joseph L. Brennan		85%		$	459,700		X		0.95		=		$	436,800
Mark E. Fields		95%		$	604,800		X		0.96		=		$	580,700
John R. Reynolds		85%		$	518,600		X		0.92		=		$	477,200
Thomas P. D’Agostino		85%		$	452,200		X		1.31		=		$	592,400

Name	Performance Award Value			RSU Award Value			Non-Qualified Stock Option Award Value			Total Long-Term Incentive Award Value
David E. Constable		$	4,800,000		$	3,360,000		$	1,440,000		$	9,600,000
Joseph L. Brennan		$	550,000		$	385,000		$	165,000		$	1,100,000
Mark E. Fields		$	550,000		$	385,000		$	165,000		$	1,100,000
John R. Reynolds		$	550,000		$	385,000		$	165,000		$	1,100,000
Thomas P. D’Agostino		$	550,000		$	385,000		$	165,000		$	1,100,000

	2022 Performance Ranges (in millions)									2022 Actual Achievement			Performance Rating
Measure	Min			Target			Max			2022 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

	Performance Ranges									Actual Achievement			Performance Rating
Measure	Min			Target			Max			Actual Achievement			Performance Rating
2020 Targets	(0.375 rating)			(1.0 rating)			(2.0 rating)
EPS		$	0.82		$	1.36		$	1.90		$	(0.71)		0.00
ROIC			4.2%			7.0%			9.8%			(2.4)%		0.00
2020 Average Performance Rating														0.00
2021 Targets	(0.375 rating)			(1.0 rating)			(2.0 rating)
EPS		$	0.61		$	1.02		$	1.43		$	0.79		0.65
ROIC			5.2%			8.7%			12.2%			7.6%		0.80
2021 Average Performance Rating														0.73
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
2020-2022 Average Performance Rating														0.34
Relative TSR Modifier														+30%
Final Performance Rating														0.44

2023 Annual Incentive Measure	Corporate-Level Executive Officers		Business Group Presidents
EBITDA		35%		20%
Cash Flow from Segments		35%		20%
Business Group EBIT		—		30%
Safety		10%		10%
Strategic Performance		20%		20%

2023 Performance Award Measure	Weighting
Earnings Before Taxes (“EBT”)		80%
Relative TSR		20%

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

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