DEF 14A of Fluor Corp
Filed Mar 13, 2024 · FY20230001104659-24-033944
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS Each of the Company’s nominees are current directors, each of whom was elected by stockholders at the 2023 annual meeting other than Ms. Glatch, who was appointed in January 2024, and each of whose terms will expire at the 2024 annual meeting. Each of Alan M. Bennett, Rosemary T. Berkery, David E. Constable, H. Paulett Eberhart, Lisa Glatch, James T. Hackett, Thomas C. Leppert, Teri P. McClure, Armando J. Olivera and Matthew K. Rose has been nominated for election at the annual meeting to serve a one-year term expiring at the annual meeting in 2025 and until his or her respective successor is elected and qualified. Each of the nominees listed above has agreed to serve as a director of the Company if elected. The Company knows of no reason why the nominees would not be available for election or, if elected, would not be able to serve. If any of the nominees decline or are unable to serve as a nominee at the time of the annual meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the Board to fill the vacancy or (2) just for the remaining nominees, leaving a vacancy. Under the standard applicable to the Company’s director elections, a director must receive the affirmative vote of a majority of the votes cast; except that directors shall be elected by a plurality of the votes cast if the number of director nominees exceeds the number of directors to be elected (a situation we do not anticipate). A majority of the votes cast means that the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. 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.
DIRECTOR NOMINEES
DIRECTOR NOMINEES As discussed further below under “Corporate Governance — Consideration of Director Nominees,” the Governance Committee is responsible for reviewing with the Board on an annual basis (and as needed) the composition of the Board to assess whether the skills, experience and characteristics established by the Board are currently represented on the Board as a whole and in individual Board members, and to assess the criteria that may be needed in light of the Company’s anticipated future needs. Our directors have experience with businesses that operate in industries which we serve, such as oil and gas and infrastructure, and collectively have additional skills that are important to overseeing our business, such as knowledge of construction services, financial matters, risk oversight and compliance, and familiarity with non-U.S. markets. The following pages highlight the specific experience, qualifications, attributes and skills that our individual directors possess which have led the Governance Committee to conclude that each should continue to serve on the Board, and therefore may not list all the skills and experience that each director possesses.
DIRECTOR SKILLS MATRIX
DIRECTOR SKILLS MATRIX
DIRECTOR SKILLS MATRIX
| Attributes and Experience | Alan M. Bennett | Rosemary T. Berkery | David E. Constable | H. Paulett Eberhart | Lisa Glatch | James T. Hackett | Thomas C. Leppert | Teri P. McClure | Armando J. Olivera | Matthew K. Rose | Total | | Independent | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 9/10 | | New Director Added in the Last 4 Years | | | | ✔ | ✔ | | | ✔ | | | 3/10 | | Public Company CEO Experience | ✔ | | ✔ | ✔ | | ✔ | ✔ | | ✔ | ✔ | 7/10 | | Finance/Accounting Knowledge | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 10/10 | | Governance/ Compliance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 10/10 | | Human Capital Management/ Compensation | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 10/10 | | Experience in our Industry | | | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | 6/10 | | International Business | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | | 8/10 | | Legal | | ✔ | | | | | | ✔ | | | 2/10 | | Corporate Development | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 10/10 | | Risk Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 10/10 | | Strategic Planning and Focus | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | 10/10 |
DIRECTOR SKILLS MATRIX
| Independence | Diversity | New Directors |
DIRECTOR BIOGRAPHIES
DIRECTOR BIOGRAPHIES The following biographical information is furnished with respect to each of the nominees for election at the annual meeting.
DIRECTOR BIOGRAPHIES
| Lead Independent Director |
DIRECTOR BIOGRAPHIES
| AGE | 73 | | DIRECTOR SINCE | 2011 | | BOARD COMMITTEES | Audit (Chair), Executive and Organization and Compensation | | INDEPENDENT | Yes |
CONSIDERATION OF DIRECTOR NOMINEES
CONSIDERATION OF DIRECTOR NOMINEES
CONSIDERATION OF DIRECTOR NOMINEES
| DIRECTOR QUALIFICATIONS AND DIVERSITY |
CONSIDERATION OF DIRECTOR NOMINEES
The Board believes that our stockholders benefit when the Board includes individuals with a diverse range of backgrounds and experience to give the Board both depth and breadth in the mix of skills represented. 50% of our director nominees are diverse individuals, including four women and two racially or ethnically diverse directors. As provided in our Corporate Governance Guidelines, while all directors should possess business acumen and must exercise sound judgment in their oversight of our operations, the Board endeavors to include an array of appropriate skills and experience in its overall composition. Accordingly, the Board and Governance Committee consider the qualifications of directors and director nominees both individually and in the broader context of the Board’s overall composition and the Company’s current and anticipated future needs. As part of the search process for each new director, the Governance Committee includes women and minorities in the pool of candidates (and instructs any search firm the Committee engages to do the same). The Board and Governance Committee also understand the importance of board refreshment and aim to strike a balance between the knowledge that comes from longer-term service on the board with the new experience, ideas and energy that can come from adding directors to the Board. To that end, our Corporate Governance Guidelines provide that non-management directors may not stand for re-election after the end of the year in which they reach the age of 75. In addition, the Board and Governance Committee view the consistent focus on Board membership criteria, Board composition and size, as well as succession planning, to be integral parts of board refreshment.
CONSIDERATION OF DIRECTOR NOMINEES
| DIRECTOR QUALIFICATIONS |
CONSIDERATION OF DIRECTOR NOMINEES
Our Corporate Governance Guidelines contain Board membership criteria that apply to current directors and nominees. The Governance Committee is responsible for reviewing with the Board on an annual basis (and as needed), and recommending to the Board, the skills, experience, characteristics and other criteria for identifying and evaluating Board members. The Governance Committee evaluates the composition of the Board annually (and as needed) to assess whether the criteria established by the Board are currently represented on the Board as a whole, and in individual directors, and to assess the criteria that may be appropriate in light of the Company’s anticipated future needs. This assessment takes into consideration issues of diversity of thought and background (including but not limited to gender, race, ethnicity, national background, geography and age), experience, qualifications, attributes and skills. Criteria that our Board looks for in a candidate include, among other things, an individual’s business experience and skills, judgment, independence, integrity, reputation and international background, the individual’s understanding of such areas as finance, marketing, IT, regulation and public policy, whether the individual has the ability to commit sufficient time and attention to the activities of the Board, the fit of the individual’s skills and personality with those of other directors in building a Board that is effective, collegial and responsive to the needs of the Company, and the absence of potential conflicts with the Company’s interests. The Board assesses its effectiveness in achieving these goals in the course of assessing director candidates, which is an ongoing process, and in the context of its Board and committee evaluations.
CONSIDERATION OF DIRECTOR NOMINEES
| IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR |
CONSIDERATION OF DIRECTOR NOMINEES
The Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, or skill or experience needs are identified, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through various means, including current Board members, professional search firms, stockholders or other persons. Under our Corporate Governance Guidelines, as part of the search process for each new director, the Governance Committee must include women and minorities in the pool of candidates. The Governance Committee reviews a variety of information about candidates, including materials provided by professional search firms, if applicable, or other parties suggesting the candidate. In evaluating candidates, the Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board. In 2024, Ms. Glatch was recommended for nomination as a director by our Chairman and CEO. The Board understands the significant time commitment involved with serving on the Board and its committees. Under our Corporate Governance Guidelines, directors must limit their service as directors on public company boards and investment company boards to no more than four (including the Company’s Board). Directors who are serving as executive officers of public companies may not serve on the boards of more than one other public company in addition to the Company’s Board. Directors must advise the Chair of the Governance Committee in advance of accepting an invitation to serve on another board. Based on their current board commitments, all director nominees are currently in compliance with our Corporate Governance Guidelines regarding director commitments. In determining to recommend each of the nominees for election at the annual meeting, the Governance Committee and the Board evaluated and concluded that each of the nominees has demonstrated that they have committed and will continue to be able to commit the appropriate time to fulfill their duties and effectively serve on our Board and its committees.
CONSIDERATION OF DIRECTOR NOMINEES
| STOCKHOLDER RECOMMENDATIONS |
CONSIDERATION OF DIRECTOR NOMINEES
The Governance Committee considers properly submitted stockholder recommendations for candidates for Board membership. If a stockholder properly recommends an individual to the Governance Committee to serve as a director, all recommendations are aggregated and considered by the Governance Committee at a meeting prior to the issuance of the proxy statement. Any materials provided in connection with the recommendation of a director candidate are reviewed by the Governance Committee for the membership criteria set forth under “— Director Qualifications” above and the Board’s existing composition. Any stockholder wishing to recommend a director candidate should submit a recommendation in writing demonstrating their share ownership and indicating the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. This information should be addressed to the Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. Stockholders also have the ability to nominate directors for election in accordance with the Bylaws. See “2025 Annual Meeting of Stockholders — Advance Notice Procedures” and “— Proxy Access Procedures,” and Sections 2.04 and 2.10 of our Bylaws, which are available at www.fluor.com/about-fluor/approach/governance.
EXECUTIVE SUMMARY
Our target compensation mix reinforces our commitment to pay-for-performance. As shown in the charts below, in 2023, 90% of our CEO’s target total direct compensation (“TDC”) and an average of 73% of our other NEOs’ target TDC was in the form of variable compensation, where realized pay depends on achievement of performance objectives and the Company’s common stock share price performance. (1) Target TDC consists of actual base salary, target annual incentive and the value of all long-term incentives on the date of the award. For 2023, annual incentives for NEOs were paid in cash and based on the achievement of established financial, operational and strategic goals for the year. Long-term incentives included a mix of restricted stock units (“RSUs”), performance-based equity awards (“Performance Awards”) and non-qualified stock options. The Performance Awards granted in 2023 are based on achievement of earnings before taxes (“EBT”) goals over three one-year periods, as well as the Company’s three-year cumulative total shareholder return (“TSR”) relative to companies in the S&P 500 on the date of the award (“Relative TSR”).
WHAT WE DO NOT DO
| Long-Term Incentives (“LTI”): |
WHAT WE DO NOT DO
| Component | Primary Purpose | Linkage to Performance | | Performance Awards (50% of 2023 LTI) | Provide a long-term equity incentive and retention vehicle linked to financial measures that focus NEOs on the creation of long-term value | ■ Earned based on performance against annual EBT criteria averaged over three one-year periods, and the Company’s Relative TSR against the S&P 500 ■ Cliff vest at the end of the three-year performance period, aligning the interests of NEOs with those of long-term stockholders by focusing NEOs on the Company’s long-term financial performance ■ Completely at-risk, depending on actual performance against the established targets | | Restricted Stock Units (35% of 2023 LTI) | Provide a long-term equity ownership and retention vehicle that is directly linked to stockholder value over time | ■ Vest in equal thirds over three years, aligning the interests of NEOs with those of stockholders by focusing NEOs on the Company’s stock price performance ■ Value is at-risk, increasing or decreasing with the stock price over the vesting period | | Stock Options (15% of 2023 LTI) | Provide a long-term equity vehicle that is directly linked to growing the value of our stock price over time | ■ Vest in equal thirds over three years and have a ten-year life, aligning the interests of NEOs with those of stockholders by focusing NEOs on long-term stockholder value creation ■ Completely at-risk, attaining value only if the stock price grows from the initial grant price |
COMPONENTS OF 2023 NEO COMPENSATION
The Company provides NEOs with base salaries for a competitive, stable level of income, since other elements of their direct compensation are at-risk based on Company performance. The Committee reviews base salaries for NEOs annually and upon a change in responsibilities. In establishing and annually evaluating base salary levels, the Committee and, with respect to the Chairman and CEO, the independent directors of the Board consider the following factors: ■ Peer Group data and general industry survey data for comparable positions prepared by the Committee’s independent consultant; ■ Individual level of responsibility, leadership, performance and contributions to the Company; ■ Internal pay equity based on relative duties and responsibilities; and ■ The recommendations of the Chairman and CEO with respect to the base salary levels of the other NEOs. Following the annual review at the beginning of 2023, Mr. Constable’s base salary remained unchanged, while the base salary of Mr. Brennan increased 12.0% and the base salaries of Ms. Dillow, Mr. Fields and Mr. Reynolds increased between 4.0% and 5.0% over their respective 2022 base salaries, to better align with similar positions in our Peer Group and maintain the competitiveness of our overall compensation program. The 2023 annualized base salaries for the NEOs as of December 31, 2023, were as follows:
COMPONENTS OF 2023 NEO COMPENSATION
| ANNUAL INCENTIVES |
COMPONENTS OF 2023 NEO COMPENSATION
Cash-based annual incentives are provided to motivate and reward NEOs for achieving annual performance objectives. In 2023, each of the NEOs participated in the annual incentive award program and had a target annual incentive amount established as a percentage of annual base salary. This target opportunity reflects each NEO’s respective organizational level, position and responsibility for achievement of the Company’s financial and strategic goals and aligns with market practice. The 2023 target annual incentives for each NEO were maintained at the same percentage levels as for 2022, as follows:
COMPONENTS OF 2023 NEO COMPENSATION
| Name | Percentage of Base Salary | Target Annual Incentive Amount | | David E. Constable | 150% | $2,025,000 | | Joseph L. Brennan | 85% | $514,900 | | Stacy L. Dillow | 85% | $454,600 | | Mark E. Fields | 95% | $629,000 | | John R. Reynolds | 85% | $539,500 |
COMPONENTS OF 2023 NEO COMPENSATION
| PERFORMANCE MEASURES FOR 2023 |
COMPONENTS OF 2023 NEO COMPENSATION
| 2023 ANNUAL INCENTIVE DETERMINATION |
COMPONENTS OF 2023 NEO COMPENSATION
Achievement of the strategic performance measure varied among the NEOs because of the differences in responsibilities and individual accomplishments. Each NEO’s strategic performance rating, other than Mr. Constable’s, was determined based on evaluations and recommendations by Mr. Constable that were assessed and subsequently approved by the Committee. In the case of Mr. Constable, strategic performance was assessed by the independent directors of the Board after consideration of a recommendation from the Committee. The achievement of the safety performance measure was determined based on management’s assessment of the overall safety performance of the Company, as reviewed and approved by the Committee. The safety performance rating is the same for all NEOs and comprises the final 10% of their annual incentive rating. Once the level of achievement for each measure was determined, each NEO’s overall performance rating was calculated by multiplying each measure’s rating (which can range from 0.00 to 2.00) by its relative weighting, and then aggregating those amounts. The overall performance rating was then multiplied by the individual’s target annual incentive amount to determine the annual incentive payment. Based on performance, annual incentive award cash payouts averaged 166% of target for the NEOs. The 2023 target annual incentive percentages and amounts for each NEO, as well as the actual annual incentive amounts to be paid, are as follows:
COMPONENTS OF 2023 NEO COMPENSATION
| Name | Percentage of Base Salary | Target Annual Incentive AmountX | Overall Performance Rating | = | Annual Incentive Amount | | David E. Constable | 150% | $2,025,000X | 1.67 | = | $3,381,800 | | Joseph L. Brennan | 85% | $514,900X | 1.66 | = | $854,800 | | Stacy L. Dillow | 85% | $454,600X | 1.66 | = | $754,700 | | Mark E. Fields | 95% | $629,000X | 1.67 | = | $1,050,500 | | John R. Reynolds | 85% | $539,500X | 1.66 | = | $895,600 |
COMPONENTS OF 2023 NEO COMPENSATION
| LONG-TERM INCENTIVES |
COMPONENTS OF 2023 NEO COMPENSATION
The stockholder-approved 2020 Performance Incentive Plan allows the Committee to grant various forms of long-term equity incentives. The Committee’s objectives in granting long-term equity awards are to motivate NEOs and reward the achievement of superior operating results and TSR, facilitate the attraction and retention of key management personnel and align the interests of management and stockholders through equity ownership. NEOs receive long-term incentive awards that reflect grant date accounting values (not ultimately earned amounts). The amount of the awards is based on market considerations as well as individual contributions, experience, advancement potential and internal pay equity. In 2023, when determining the compensation for the NEOs, the Committee determined that Performance Awards would comprise 50% of the long-term incentive award, RSUs would comprise 35% and non-qualified stock options would comprise 15% (unchanged since 2020). The Committee believes that the mix of long-term incentive components aligns the interests of NEOs with those of stockholders by encouraging NEOs to focus on long-term growth of the Company, while providing a balanced pay package that aligns with the practices of the Peer Group and mitigates potential compensation-related Company risk. In determining the relevant allocations, Performance Awards were valued at the target performance level (and converted into performance units based on the closing stock price on the 2023 award date), RSUs were valued at the fair value (closing stock price) on the award date and stock options were valued using a Black-Scholes option pricing model. RSUs and stock options vest one third per year in each of the years following the award date, subject to the applicable NEO’s continued employment on each vesting date. Stock options, once vested, are exercisable for ten years following the grant date, subject to continued employment (except in the event of certain qualified terminations of employment). The 2023 target annual long-term incentive award values approved by the Committee were as follows:
COMPONENTS OF 2023 NEO COMPENSATION
| Name | Performance Award Value | RSU Award Value | Non-Qualified Stock Option Award Value | Total Long-Term Incentive Award Value | | David E. Constable | $4,925,000 | $3,447,500 | $1,477,500 | $9,850,000 | | Joseph L. Brennan | $550,000 | $385,000 | $165,000 | $1,100,000 | | Stacy L. Dillow | $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 |
COMPONENTS OF 2023 NEO COMPENSATION
The total target grant value of the 2023 long-term incentive awards to Mr. Constable increased by approximately 2.6% over the 2022 levels to recognize his strong leadership and improved performance of the Company, while the total value of the 2023 long-term incentive awards for Mr. Brennan, Ms. Dillow, Mr. Fields and Mr. Reynolds were the same as the 2022 levels. The Committee determines the dollar value of long-term incentives awarded to NEOs at its first regularly scheduled meeting each year, which is held in February. The determinations are made at that time to coincide with the annual performance review. The long-term incentive awards are then issued shortly following the publication of our annual results.
COMPONENTS OF 2023 NEO COMPENSATION
The Performance Awards awarded to the NEOs in 2023 are earned over a three-year performance period, which started on January 1, 2023, and ends on December 31, 2025. The awards will be earned based on actual performance during the three-year performance period, and will vest and be settled in shares in March 2026, subject to continued employment (except in the event of certain qualified terminations of employment) and performance achievement. Upon vesting, NEOs will receive the value of any accrued dividends paid by the Company with respect to shares earned. The three-year performance periods and vesting requirements are intended to facilitate retention of the participating executives and to link the value of the awards to long-term TSR. The Committee established the following performance criteria and relative weightings for the 2023 Performance Awards for NEOs: ■ 80% of the total award is based on EBT; and ■ 20% of the total award is based on Relative TSR. The Committee sets performance goals for EBT at the beginning of each year, and after the end of the year determines the final performance ratings (which can range from 0.0 to 2.0) based on actual achievement. At the end of the three-year period, the Committee will average the EBT performance ratings from each year to determine a final EBT performance rating. Relative TSR will be based on the three-year cumulative TSR over the three-year performance period relative to the companies in the S&P 500 Index on the date of the award, such that if the Company’s final TSR ranks at the 25th percentile, 50th percentile or 75th percentile of the S&P 500, the Relative TSR performance measure will receive a performance rating of 0.5, 1.0 and 2.0, respectively. The Committee will determine the number of earned units by multiplying the number of target units by the final overall performance ratings for EBT and Relative TSR with the weightings stated above. In no event will the number of earned shares exceed two times the target number of shares. EBT excludes certain items discussed above under “— Performance Measures for 2023.” The EBT performance target for 2023 and the actual achievement and performance ratings are set forth below.
COMPONENTS OF 2023 NEO COMPENSATION
The Committee believes that using three annual performance goals instead of a single three-year goal best orients executives to focus on long-term achievements, while avoiding disincentives or windfalls due to volatile economic factors such as commodity prices and market economies that are difficult to forecast and impact our operating margins and growth. The long-term financial measure is different from the annual incentive financial measures to avoid paying twice for the same performance, and there is a three-year Relative TSR performance measure to align pay with stockholder value. When setting these performance goals, the Committee considered the Company’s business outlook and other corporate financial measures. The Committee also considered how likely it will be for the Company to achieve the goals. We believe that the target goals have been established at levels that should be appropriately difficult to attain. Goals above target are stretch goals and require a challenging level of performance to be achieved. An NEO’s unvested award is subject to risk of forfeiture if, prior to vesting, the NEO’s employment with the Company is terminated for any reason other than retirement, death, disability, or a qualifying termination within two years after a change in control of the Company. The eventual determination of the payout of 2023 Performance Awards for the NEOs is illustrated below.
CHANGES TO EXECUTIVE COMPENSATION FOR 2024
| 2024 Annual Incentive Measure | Corporate-Level Executive Officers | Business Group Presidents | | EBITDA | 35% | 25% | | Cash Flow from Segments | 35% | 25% | | Business Group EBIT | — | 20% | | Safety | 10% | 10% | | Strategic Performance | 20% | 20% |
OTHER ELEMENTS OF NEO COMPENSATION
| SEVERANCE AND CHANGE-IN-CONTROL BENEFITS |
OTHER ELEMENTS OF NEO COMPENSATION
The Company maintains a severance policy pursuant to which each of its executives, including the NEOs, would be eligible to receive cash severance in the event of a termination of employment by the Company without cause. The Company believes its severance policy assists in attracting and retaining qualified executives. The level of any cash severance payment is based upon salary and years of service at the time of separation up to a cap, as discussed in more detail under “Potential Payments Upon Termination or Change in Control” beginning on page 50. In addition, each NEO has a change-in-control agreement that provides additional payments and other benefits if the executive is terminated without cause or if the NEO terminates employment for good reason within two years following a change in control of the Company. The change-in-control agreements are designed to reinforce and encourage the continued attention and dedication of the executives without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control and to serve as an incentive to their continued employment with the Company and align their interests with those of the Company’s stockholders. All potential change-in-control payments are “double trigger,” meaning an NEO must incur a qualifying termination of employment following a change in control to be eligible for these payments. In addition, if any excise taxes are triggered in connection with a change in control, our change-in-control agreements do not provide for a tax gross-up. The Company will, instead, automatically reduce any payments due to the NEOs under their agreement to the extent necessary to prevent any portion of these payments from being subject to those excise taxes, but only if by reason of the reduction, the executive’s after-tax benefit of the reduced payments exceeds the after-tax benefit if such reduction were not made. Please refer to the discussion under “Potential Payments Upon Termination or Change in Control” beginning on page 50 for a more detailed discussion of these arrangements. Severance and change-in-control benefits are provided to be competitive with the Peer Group.
ESTABLISHING EXECUTIVE COMPENSATION
| ROLE OF INDEPENDENT COMPENSATION CONSULTANT |
ESTABLISHING EXECUTIVE COMPENSATION
| PEER GROUP COMPARISONS |
ESTABLISHING EXECUTIVE COMPENSATION
In making compensation decisions, the Committee looks at the practices of our Peer Group. The Committee annually reviews the composition of the Peer Group with FW Cook and makes refinements if necessary, based on objective criteria established by the Committee. Since 2009, the Committee has applied a generally consistent process and set of criteria for selection of the Peer Group. Potential peer companies were identified by assessing our direct competitors and key customers, as well as general industry companies with which we compete for executive talent; companies commonly identified as direct engineering and construction peers (based on disclosures in their most recent proxy statements); companies with generally comparable pay models; and companies with revenue and number of employees ranging from 0.25x to 4.0x of the Company’s revenue and employee count, and market capitalization ranging from 0.2x to 5.0x of the Company’s market capitalization, subject to exception for direct competitors and other engineering and construction peers. For 2023, the Committee determined that the Peer Group selection criteria should remain unchanged, but removed Navistar International Corporation because it was no longer a publicly traded company. The companies comprising our Peer Group for purposes of establishing 2023 compensation were:
ESTABLISHING EXECUTIVE COMPENSATION
* Direct competitors and engineering and construction peers The Committee reviews benchmarking comparisons prepared by its compensation consultant for each NEO against similar positions within the Peer Group.
OTHER ASPECTS OF OUR EXECUTIVE COMPENSATION PROGRAM
NEOs may sell shares of Fluor stock if the guidelines are met after the sale. To the extent an NEO has not satisfied the guidelines, an NEO may only sell up to 50% of the net shares acquired from the exercise of stock options or the vesting of RSUs and Performance Awards. Unvested RSUs and Performance Awards for which performance goals have been achieved (and for which only time-based vesting remains) are considered as owned by the NEO in determining whether the NEO has met the ownership guidelines. As of March 1, 2024, each of the currently employed NEOs has satisfied these stock ownership guidelines.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The table below summarizes the total compensation earned by or granted to each of the 2023 NEOs in the relevant years. The 2023 NEOs are the individual who held the position of principal executive officer in 2023, the individual who held the position of principal financial officer in 2023, and the three other highest paid executive officers.
SUMMARY COMPENSATION TABLE
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | David E. Constable Chairman and Chief Executive Officer | 2023 | $1,350,045 | — | $12,398,674 | $1,477,532 | $3,381,800 | — | $269,239 | $18,877,290 | | | 2022 | $1,350,045 | — | $8,310,369 | $1,440,001 | $1,944,000 | — | $238,932 | $13,283,347 | | | 2021 | $1,350,045 | — | $5,050,366 | $1,402,525 | $2,794,500 | — | $261,751 | $10,859,187 | | Joseph L. Brennan Executive Vice President, Chief Financial Officer | 2023 | $598,229 | — | $1,415,201 | $165,046 | $854,800 | — | $223,802 | $3,257,078 | | | 2022 | $537,845 | — | $1,117,451 | $165,010 | $522,300 | — | $204,539 | $2,547,145 | | | 2021 | $513,296 | — | $707,589 | $165,019 | $577,900 | — | $182,887 | $2,146,691 | | Stacy L. Dillow Executive Vice President, Chief Human Resources Officer | 2023 | $531,888 | — | $1,415,201 | $165,046 | $754,700 | — | $81,468 | $2,948,303 | | Mark E. Fields Group President, Project Execution | 2023 | $659,184 | — | $1,415,201 | $165,046 | $1,050,500 | — | $120,889 | $3,410,820 | | | 2022 | $634,480 | — | $1,539,698 | $165,010 | $580,700 | — | $81,997 | $3,001,885 | | | 2021 | $615,952 | — | $1,009,973 | $165,019 | $769,200 | — | $80,448 | $2,640,592 | | John R. Reynolds Executive Vice President, Chief Legal Officer and Secretary | 2023 | $631,802 | — | $1,415,201 | $165,046 | $895,600 | — | $104,343 | $3,211,992 | | | 2022 | $608,072 | — | $1,539,698 | $165,010 | $477,200 | — | $134,328 | $2,924,308 |
SUMMARY COMPENSATION TABLE
(1) The amounts in column (c) include salary earned, and any time off with pay used, during the year. (2) The amounts in column (e) represent the aggregate grant date fair value of the RSUs and Performance Awards granted in each year, calculated based on the closing price of the Company’s common stock on the NYSE on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The year-over-year increases reported in this column for Mr. Constable primarily reflect that he did not receive a Performance Award in 2020, and therefore the amounts reported for him in 2023 include three tranches of Performance Awards, as well as his 2023 RSU award, whereas the amounts reported for him in 2022 include two tranches of Performance Awards, as well as his 2022 RSU award, and the amounts reported for him in 2021 include only the first tranche of his 2021 Performance Award and his 2021 RSU award. Specifically, under SEC rules, because annual EBT performance goals are established for each year of the three-year performance period of the 2023 Performance Awards, the 2023 amount includes the grant date fair value of one third of the shares related to the EBT performance measure (and the full 20% of the shares related to the Relative TSR performance measure), plus (for the CEO and those NEOs who were awarded Performance Awards in 2022), the grant date fair value of one third of the shares subject to the 2022 Performance Awards related to the EPS and ROIC performance measures, plus (for those NEOs who were awarded Performance Awards in 2021) the grant date fair value of one third of the shares subject to the 2021 Performance Awards. The grant date fair value of the 2023 Performance Award tranche reflected as compensation for 2023 is based on the closing stock price of the Company’s common stock on the NYSE on the date of grant, with the portion of the award based on the Relative TSR performance measure adjusted upward by 45.33% to account for the impact of the Relative TSR performance measure on those Performance Awards. The grant date fair value of the 2022 and 2021 Performance Award tranches reflected as compensation for 2023 is based on the closing stock price of the Company’s common stock on the NYSE on the date the performance goals for the 2023 tranches were established, and therefore reflects the increase in our stock price since the time the awards were first approved. For the 2023 tranche of the 2021 Performance Awards, the grant date fair value was adjusted upward by 27.80% to account for the impact of the Relative TSR modifier on the 2021 Performance Awards. For additional information, see the footnotes to the Grants of Plan-Based Awards table below. Compensation for the remaining tranches of the 2022 and 2023 Performance Awards will be reported in future Summary Compensation Tables as compensation for the year in which the performance objectives for the applicable tranches are established. Amounts reported for 2022 have been adjusted from the prior year’s proxy statement to revise the reported grant date fair value of the 2022 tranche of the 2022 Performance Awards for the impact of the Relative TSR performance measure, and corresponding revisions have been made with respect to 2022 amounts reported in this proxy statement. The chart below details the components of the amounts reported in this column, which consist of the grant date fair value of the (i) RSUs awarded in 2023, (ii) first tranche of the 2023 Performance Awards, (iii) second tranche of the 2022 Performance Awards, and (iv) third tranche of the 2021 Performance Awards, in each case based on target level performance and the assumptions described above, all of which are reported in the table as 2023 compensation. With respect to each of the 2021, 2022 and 2023 Performance Award tranches, the grant date fair value, assuming the highest level of performance is achieved, is equal to two times the value reflected in the chart below.
SUMMARY COMPENSATION TABLE
| | David E. Constable | Joseph L. Brennan | Stacy L. Dillow | Mark E. Fields | John R. Reynolds | | RSUs | $3,447,551 | $385,028 | $385,028 | $385,028 | $385,028 | | 2023 PA | $2,744,836 | $306,548 | $306,548 | $306,548 | $306,548 | | 2022 PA | $2,142,120 | $245,482 | $245,482 | $245,482 | $245,482 | | 2021 PA | $4,064,167 | $478,143 | $478,143 | $478,143 | $478,143 | | Total | $12,398,674 | $1,415,201 | $1,415,201 | $1,415,201 | $1,415,201 |
SUMMARY COMPENSATION TABLE
(3) The amounts in column (f) represent the aggregate grant date fair value of options awarded in each year. The fair value of these awards is based on a Black-Scholes option pricing model on the date of grant in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in the Stock-Based Compensation footnote of our financial statements, as included in the Company’s 2023 Annual Report on Form 10-K. The amounts in column (i) are detailed in a separate All Other Compensation table below.
GRANTS OF PLAN-BASED AWARDS IN 2023
GRANTS OF PLAN-BASED AWARDS IN 2023
GRANTS OF PLAN-BASED AWARDS IN 2023
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Under- lying Options (#)(5) | Exercise or Base Price of Option Awards Per Share ($/sh)(6) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Type of Award(1) | Grant Date | Approval Date | Target (#) | Maximum (#) | Target ($) | Maximum ($) | | | | | | David E. Constable | RSU | 2/24/2023 | 2/24/2023 | — | — | — | — | 96,408 | — | — | $3,447,551(7) | | | SO | 2/24/2023 | 2/24/2023 | — | — | — | — | — | 89,433 | $35.76 | $1,477,532(8) | | | 2021 PA | 2/17/2023 | 2/17/2023 | 86,767 | 173,534 | — | — | — | — | — | $4,064,167(9) | | | 2022 PA | 2/17/2023 | 2/17/2023 | 58,448 | 116,896 | — | — | — | — | — | $2,142,120(10) | | | 2023 PA | 2/24/2023 | 2/24/2023 | 64,271 | 128,542 | — | — | — | — | — | $2,744,836(11) | | | AIP | N/A | N/A | — | — | $2,025,000 | $4,050,000 | — | — | — | — | | Joseph L. Brennan | RSU | 2/24/2023 | 2/24/2023 | — | — | — | — | 10,767 | — | — | $385,028(7) | | | SO | 2/24/2023 | 2/24/2023 | — | — | — | — | — | 9,990 | $35.76 | $165,046(8) | | | 2021 PA | 2/17/2023 | 2/17/2023 | 10,208 | 20,416 | — | — | — | — | — | $478,143(9) | | | 2022 PA | 2/17/2023 | 2/17/2023 | 6,698 | 13,396 | — | — | — | — | — | $245,482(10) | | | 2023 PA | 2/24/2023 | 2/24/2023 | 7,178 | 14,356 | — | — | — | — | — | $306,548(11) | | | AIP | N/A | N/A | — | — | $514,900 | $1,029,800 | — | — | — | — | | Stacy L. Dillow | RSU | 2/24/2023 | 2/24/2023 | — | — | — | — | 10,767 | — | — | $385,028(7) | | | SO | 2/24/2023 | 2/24/2023 | — | — | — | — | — | 9,990 | $35.76 | $165,046(8) | | | 2021 PA | 2/17/2023 | 2/17/2023 | 10,208 | 20,416 | — | — | — | — | — | $478,143(9) | | | 2022 PA | 2/17/2023 | 2/17/2023 | 6,698 | 13,396 | — | — | — | — | — | $245,482(10) | | | 2023 PA | 2/24/2023 | 2/24/2023 | 7,178 | 14,356 | — | — | — | — | — | $306,548(11) | | | AIP | N/A | N/A | — | — | $454,600 | $909,200 | — | — | — | — | | Mark E. Fields | RSU | 2/24/2023 | 2/24/2023 | — | — | — | — | 10,767 | — | — | $385,028(7) | | | SO | 2/24/2023 | 2/24/2023 | — | — | — | — | — | 9,990 | $35.76 | $165,046(8) | | | 2021 PA | 2/17/2023 | 2/17/2023 | 10,208 | 20,416 | — | — | — | — | — | $478,143(9) | | | 2022 PA | 2/17/2023 | 2/17/2023 | 6,698 | 13,396 | — | — | — | — | — | $245,482(10) | | | 2023 PA | 2/24/2023 | 2/24/2023 | 7,178 | 14,356 | — | — | — | — | — | $306,548(11) | | | AIP | N/A | N/A | — | — | $629,000 | $1,258,000 | — | — | — | — | | John R. Reynolds | RSU | 2/24/2023 | 2/24/2023 | — | — | — | — | 10,767 | — | — | $385,028(7) | | | SO | 2/24/2023 | 2/24/2023 | — | — | — | — | — | 9,990 | $35.76 | $165,046(8) | | | 2021 PA | 2/17/2023 | 2/17/2023 | 10,208 | 20,416 | — | — | — | — | — | $478,143(9) | | | 2022 PA | 2/17/2023 | 2/17/2023 | 6,698 | 13,396 | — | — | — | — | — | $245,482(10) | | | 2023 PA | 2/24/2023 | 2/24/2023 | 7,178 | 14,356 | — | — | — | — | — | $306,548(11) | | | AIP | N/A | N/A | — | — | $539,500 | $1,079,000 | — | — | — | — |
GRANTS OF PLAN-BASED AWARDS IN 2023
(1) The types of awards reported in this table are as follows: RSUs, Stock Options (“SO”), the third tranche of the 2021 stock-settled Performance Awards (“PA”), the second tranche of the 2022 stock-settled PAs, the first tranche of the 2023 stock-settled PAs, and Annual Incentive (“AIP”). Columns (e) and (f) show the target and maximum number of units for each individual under the third tranche of their 2021 PAs, the second tranche of their 2022 PAs, and the first tranche of their 2023 PAs. The Committee has established threshold levels for the 2023 performance goals for each award, but not for the overall award. All potential payouts are performance driven and can be earned from 0 to 200% of target. The performance goals are described in the Compensation Discussion and Analysis. The third tranche of the 2022 PAs and the second tranche of the 2023 PAs will be presented in the 2024 table. The third tranche of the 2023 PAs will be presented in the 2025 table. All three tranches of the 2021 PAs, 2022 PAs and 2023 PAs, if earned, vest in full on March 6, 2024, March 6, 2025, and March 6, 2026, respectively. (3) Columns (g) and (h) show the target and maximum payouts for each individual of their 2023 annual incentive award. The Committee has established threshold levels for each of the performance goals, but not for the overall award. All potential payouts are performance driven and can be earned from 0 to 200% of target. The performance goals are described in the Compensation Discussion and Analysis. (4) The amounts in column (i) represent the number of RSUs granted on February 24, 2023 as part of the 2023 long-term incentive awards. These RSUs vest one third per year on March 6th in each of the three years following the grant date. (5) The amounts in column (j) represent the number of shares subject to nonqualified stock options granted on February 24, 2023. These options vest one third per year on March 6th in each of the first three years following the grant date. (6) The amounts in column (k) represent the exercise price of the nonqualified stock options, which was the closing price of the Company’s common stock on the NYSE on the date of grant. (7) This amount represents the grant date fair value of RSUs granted as part of 2023 long-term incentive awards. For those RSUs granted on February 24, 2023, the value is computed in accordance with ASC 718, using the grant price of $35.76 per share, which was the closing price of the Company’s common stock on the date of grant. (8) This amount represents the grant date fair value of nonqualified stock options granted. For those stock options granted on February 24, 2023, the value is computed in accordance with ASC 718, using a Black Scholes option pricing model value of $16.52 per option, based on the assumptions set forth in Note 19 to the financial statements included in our 2023 Annual Report on Form 10-K. (9) This amount represents the grant date fair value of the target number of shares subject to the third tranche of the 2021 PAs granted to the NEOs on February 17, 2023, using the grant price of $36.65 per unit, which was the closing price of the Company’s common stock on the NYSE on February 17, 2023, the date the performance goals for the 2023 tranche were established, plus an adjustment upward by 27.8% for the Relative TSR modifier based on performance to date and the time remaining in the measurement period. The upward adjustment derived by a Monte Carlo valuation method simulates a range of possible future stock prices for Fluor and each company in the S&P 500 Index group over the PA’s three-year performance period using certain factual data and an assumed risk-free interest rate. The expected term was based on the 2.83-year remaining term of the 2021 PAs from the award date, the expected volatility of 82.6% was based on the daily historical stock price volatility over the 2.83 years prior to the award date to conform to the term of the awards for the Company and the S&P 500 Index Group, consistent with the methodology addressed in ASC 718, and an expected dividend rate on Fluor’s stock of 0%, as we do not currently pay cash dividends. In addition, the risk-free rate of interest used was 0.26% for PAs awarded, which is based on Daily Treasury Yield Curve rates. Based on this methodology, the valuation of the PAs awarded in 2021 was 114.09% of the closing price of the Company’s stock on the date of grant for 2021 PAs; however, the valuation was adjusted to 127.8% of the closing price of the Company’s stock on the date of grant for the third tranche of the 2021 PAs based on performance to date and the time remaining in the measurement period. As noted above, only one third of the shares subject to the 2021 PAs have a 2023 grant date fair value under applicable accounting standards and, therefore, are reported as 2023 compensation in the Summary Compensation Table and this Grants of Plan Based Awards Table. The grant date fair value of the first tranche of the 2021 PAs was presented in the 2021 tables; and the grant date fair value of the second tranche of the 2021 PAs was presented in the 2022 tables. (10) This amount represents the grant date fair value of the target number of shares subject to the second tranche of the 2022 PAs granted to the NEOs on February 17, 2023, using the grant price of $36.65 per unit, which was the closing price of the Company’s common stock on the NYSE on February 17, 2023. As noted above, only one third of the 80% of shares subject to the 2022 PAs that are determined by the EPS and ROIC performance measures have a 2023 grant date fair value under applicable accounting standards and, therefore, are reported as 2023 compensation in the Summary Compensation Table and this Grants of Plan Based Awards Table. The grant date fair value of the first tranche of the 2022 PAs was presented in the 2022 tables; and remaining tranche of the 2022 PAs awarded to the NEOs will be presented in the 2024 tables. The full effect of the Relative TSR measure of the 2022 PAs was presented in the 2022 tables. (11) This amount represents the grant date fair value of the target number of shares subject to the first tranche of the 2023 PAs granted on February 24, 2023, using the grant price of $35.76 per unit, which was the closing price of the Company’s common stock on the NYSE on February 24, 2023, the date the performance goals for the 2023 tranche were established. The shares subject to the portion of the 2023 PAs determined by the EBT performance measure have a grant date fair value of $35.76. The remaining shares subject to the portion of the 2023 PAs determined by the Relative TSR performance measure have a grant date fair value of $35.76, plus an adjustment upward by 45.33% for the Relative TSR measure based on performance to date and the time remaining in the measurement period. The upward adjustment derived by a Monte Carlo valuation method simulates a range of possible future stock prices for Fluor and each company in the S&P 500 Index group over the PA’s three-year performance period using certain factual data and an assumed risk-free interest rate. The expected term was based on the 2.85-year remaining term of the 2023 PAs from the award date, the expected volatility of 59.38% was based on the daily historical stock price volatility over the 2.85 years prior to the award date to conform to the term of the awards for the Company and the S&P 500 Index Group, consistent with the methodology addressed in ASC 718, and an
GRANTS OF PLAN-BASED AWARDS IN 2023
expected dividend rate on Fluor’s stock of 0%, as we do not currently pay cash dividends. In addition, the risk-free rate of interest used was 4.54% for PAs awarded, which is based on Daily Treasury Yield Curve rates. Based on this methodology, the valuation of the 2023 PAs tied to Relative TSR in 2023 was 145.33% of the closing price of the Company’s stock on the date of grant for 2023 PAs. The full effect of the Relative TSR measure for the 2023 PAs will only appear in the 2023 tables. As noted above, only one third of the 80% of shares subject to the 2023 PAs that are determined by the EBT performance measure, and the full 20% of the shares subject to the 2023 PAs determined by the Relative TSR performance measure, have a 2023 grant date fair value under applicable accounting standards and, therefore, are reported as 2023 compensation in the Summary Compensation Table and this Grants of Plan Based Awards Table. The grant date fair values of the remaining tranches of the 2023 PAs that are determined based on EBT performance that were awarded to the NEOs will be presented in the 2024 and 2025 tables, respectively.
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | David E. Constable | 165,816 | 110,544 | $16.55 | 12/23/2020 | 12/23/2030 | 627,008 | $24,559,904 | 242,356 | $9,493,092 | | | 104,540 | 52,270 | $17.96 | 3/3/2021 | 3/3/2031 | | | | | | | 42,892 | 85,784 | $21.90 | 2/25/2022 | 2/25/2032 | | | | | | | — | 89,433 | $35.76 | 2/24/2023 | 2/24/2033 | | | | | | Joseph L. Brennan | 1,629 | — | $79.19 | 2/21/2014 | 2/21/2024 | 65,769 | $2,576,172 | 27,535 | $1,078,549 | | | 2,244 | — | $59.05 | 2/23/2015 | 2/23/2025 | | | | | | | 1,992 | — | $46.07 | 2/23/2016 | 2/23/2026 | | | | | | | 3,516 | — | $55.35 | 2/23/2017 | 2/23/2027 | | | | | | | 28,861 | — | $19.25 | 10/17/2019 | 10/17/2029 | | | | | | | 9,900 | — | $8.81 | 9/30/2020 | 2/21/2030 | | | | | | | 12,300 | 6,150 | $17.96 | 3/3/2021 | 3/3/2031 | | | | | | | 4,915 | 9,830 | $21.90 | 2/25/2022 | 2/25/2032 | | | | | | | — | 9,990 | $35.76 | 2/24/2023 | 2/24/2033 | | | | | | Stacy Dillow | 36,297 | — | $8.81 | 9/30/2020 | 2/21/2030 | 65,769 | $2,576,172 | 27,535 | $1,078,549 | | | 12,300 | 6,150 | $17.96 | 3/3/2021 | 3/3/2031 | | | | | | | 4,915 | 9,830 | $21.90 | 2/25/2022 | 2/25/2032 | | | | | | | — | 9,990 | $35.76 | 2/24/2023 | 2/24/2033 | | | | | | Mark E. Fields | 2,823 | — | $79.19 | 2/21/2014 | 2/21/2024 | 65,769 | $2,576,172 | 27,535 | $1,078,549 | | | 3,888 | — | $59.05 | 2/23/2015 | 2/23/2025 | | | | | | | 5,178 | — | $46.07 | 2/23/2016 | 2/23/2026 | | | | | | | 5,361 | — | $55.35 | 2/23/2017 | 2/23/2027 | | | | | | | 36,297 | — | $8.81 | 9/30/2020 | 2/21/2030 | | | | | | | 12,300 | 6,150 | $17.96 | 3/3/2021 | 3/3/2031 | | | | | | | 4,915 | 9,830 | $21.90 | 2/25/2022 | 2/25/2032 | | | | | | | — | 9,990 | $35.76 | 2/24/2023 | 2/24/2033 | | | | | | John R. Reynolds | 3,735 | — | $79.19 | 2/21/2014 | 2/21/2024 | 65,769 | $2,576,172 | 27,535 | $1,078,549 | | | 5,832 | — | $59.05 | 2/23/2015 | 2/23/2025 | | | | | | | 2,589 | — | $46.07 | 2/23/2016 | 2/23/2026 | | | | | | | 7,818 | — | $55.35 | 2/23/2017 | 2/23/2027 | | | | | | | 36,297 | — | $8.81 | 9/30/2020 | 2/21/2030 | | | | | | | 12,300 | 6,150 | $17.96 | 3/3/2021 | 3/3/2031 | | | | | | | 4,915 | 9,830 | $21.90 | 2/25/2022 | 2/25/2032 | | | | | | | — | 9,990 | $35.76 | 2/24/2023 | 2/24/2033 | | | | |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
Options generally vest one third per year in each of the first three years following the grant date and expire ten years from the grant date. Options granted to Mr. Constable on December 23, 2020 vest over five years (vesting in 20% annual installments beginning on the first anniversary of the grant date) and were subject to a stock price appreciation condition that was achieved in 2021. (2) The amounts in column (g) include RSUs and the earned number of units under 2021 PAs that remain subject to vesting based on continued service. The RSUs generally vest one third per year on March 6th in each of the three years following the award date. The earned number of units under the 2021 PAs vest in full approximately three years from the award date, on March 6, 2024. (3) The amounts in column (h) are determined by multiplying the amounts in column (g) by the closing price ($39.17) of the Company’s common stock on December 29, 2023, the last trading day of the year. (4) The amounts in column (i) include (1) the first and second tranches of the 2022 PAs, reflecting above target performance for 2022 and 2023, and (2) the first tranche of the 2023 PAs, reflecting above target performance for 2023. The 2022 PAs and 2023 PAs will be adjusted for actual performance at the end of the corresponding performance period (December 31, 2024, and December 31, 2025, respectively) and will vest in full the following March 6th. The amounts of the 2022 PAs and 2023 PAs in column (i) do not reflect the impact of the Relative TSR performance measure, which will be applied at the end of the corresponding performance periods. The following table provides the number of unvested PAs awarded in 2022 and 2023, as adjusted for performance through December 31, 2023:
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| | Unvested PAs | | | | Name | 2022 | 2023 | Total | | David E. Constable | 160,732 | 81,624 | 242,356 | | Joseph L. Brennan | 18,419 | 9,116 | 27,535 | | Stacy L. Dillow | 18,419 | 9,116 | 27,535 | | Mark E. Fields | 18,419 | 9,116 | 27,535 | | John R. Reynolds | 18,419 | 9,116 | 27,535 |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
The amounts in column (j) are determined by multiplying the amounts in column (i) by $39.17, the closing price of the Company’s common stock on December 29, 2023, the last trading day of the year.
OPTION EXERCISES AND STOCK VESTED IN 2023
OPTION EXERCISES AND STOCK VESTED IN 2023
OPTION EXERCISES AND STOCK VESTED IN 2023
| (a) | (b) | (c) | (d) | (e) | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | David E. Constable | — | — | 142,091 | $5,305,059 | | Joseph L. Brennan | — | — | 41,573 | $1,531,150 | | Stacy L. Dillow | — | — | 55,316 | $2,039,501 | | Mark E. Fields | — | — | 55,316 | $2,039,501 | | John R. Reynolds | — | — | 55,316 | $2,039,501 |
OPTION EXERCISES AND STOCK VESTED IN 2023
A portion of the shares reported under column (d) are withheld or sold on behalf of the individual upon vesting to satisfy tax withholding obligations.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION All U.S. executives, including the NEOs, are eligible to defer compensation into the Executive Deferred Compensation Program (“EDCP”), which has a number of components. Executives may defer up to 100% of base salary, annual incentive awards and Performance Award payments that are paid in cash. The EDCP also allows executives to contribute between 1% and 20% of base salary to the Excess 401(k) portion of the plan, which allows contributions in excess of the Internal Revenue Code (“IRC”) contribution limits for qualified retirement plans (which was $22,500 or $30,000, depending on the participant’s age, in 2023). In addition, the Company contributes to the Excess 401(k) portion of the plan any amounts that would have been contributed by the Company to the Company’s 401(k) plan as matching retirement contributions that are in excess of the IRC compensation limit on contributions ($330,000 in 2023) or were lessened by an IRC limit on participant elective deferrals. Annual enrollment for the EDCP is in November, and elections are made with respect to compensation to be earned in the following year. Amounts deferred are adjusted upward or downward based upon the performance of deemed investment choices available to the executives in the EDCP. The Company does not guarantee any rates of return. Executives may change their deemed investment selections on a daily basis. For amounts deferred after 2004, distribution elections are made in conjunction with the plan year deferral elections. Distributions can be elected as a lump sum payment or in up to ten annual installments. Distribution payments are made in the month following retirement or termination, with the exception of officers of the Company, for whom no distributions will be made prior to six months after retirement or termination. In addition, executives can elect to receive a scheduled in-service distribution as a lump sum or in up to ten annual installments, with the payments commencing no sooner than one year following the end of the plan year of the deferral. Distributions related to amounts deferred prior to January 1, 2005, are made at the time of retirement or termination and can be elected as a lump sum payment or in up to twenty annual installments. Distributions commence the January following retirement or termination. The table below shows executive and Company contributions made to the EDCP for NEOs who participated in the EDCP in 2023, as well as the aggregate earnings and aggregate balance for amounts deferred under the EDCP.
NONQUALIFIED DEFERRED COMPENSATION
| (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in 2023 ($)(1) | Company Contributions in 2023 ($)(2) | Aggregate Earnings (Loss) in 2023 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023 ($)(4) | | David E. Constable | $57,117 | $51,002 | $2,205 | — | $110,324 | | Joseph L. Brennan Jr. | — | — | $106,078 | — | $1,275,905 | | Stacy L. Dillow | $11,314 | $10,045 | $10,632 | — | $87,877 | | Mark E. Fields | $16,553 | $16,410 | $523,250 | — | $4,385,601 | | John R. Reynolds | $41,495 | $15,043 | $182,889 | — | $1,286,412 |
NONQUALIFIED DEFERRED COMPENSATION
(1) The amounts in column (b) represent contributions by each individual in 2023 to the Excess 401(k) portion of the EDCP. All amounts in column (b) are included in the Summary Compensation Table in the Salary column (column (c)) for 2023. (2) The amounts in column (c) represent contributions by the Company in 2023 into the Excess 401(k) portion of the plan for the portion of base salary that was in excess of the IRC compensation limit on contributions. All amounts in column (c) are reported in the All Other Compensation column (column (i)) of the Summary Compensation Table and in the Company Contributions to Qualified and Nonqualified Defined Contribution Plans column (column (b)) of the All Other Compensation table. (3) None of the deemed investment earnings on vested or unvested deferred compensation, represented in column (d), are reflected in the Summary Compensation Table because the Company does not provide above market or preferential returns on nonqualified deferred compensation. The amounts in column (f) represent the EDCP balance as of December 31, 2023, and include amounts deferred and aggregate earnings from previous years. These amounts include contributions reported in the summary compensation tables from 2021 and 2022 as follows: $72,069 for Mr. Fields and $37,066 for Mr. Reynolds.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The tables below reflect the amount of compensation that would have become payable to each of the NEOs under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2023, given their compensation and service levels as of such date and, if applicable, based on the Company’s closing stock price on December 31, 2023. These benefits are in addition to amounts previously earned and to which NEOs are entitled, regardless of the occurrence of any termination of employment, including then-exercisable stock options and vested amounts contributed or credited under the EDCP, as well as benefits generally available to all salaried employees, such as amounts accrued and vested through the Company’s retirement plans and payout of any accrued time off with pay (collectively, the “Pre-Termination Benefits”). The NEOs are entitled to receive the Pre-Termination Benefits regardless of the manner by which their employment is terminated. As described under the scenarios set forth below, additional amounts may be received upon certain terminations, except upon a termination for cause in which case no additional amounts would be received. The actual amounts that would be paid upon an NEO’s termination of employment can only be determined at the time of such termination and may be higher or lower than as reported below due to, among other things, the time during the year of any such termination, the Company’s stock price and the executive’s age. In addition, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or to alter the terms of benefits described below, as the Committee determines appropriate.
CEO PAY RATIO
CEO PAY RATIO
CEO PAY RATIO
CEO PAY RATIO The 2023 annual total compensation of the median compensated employee who was employed as of October 1, 2023 (other than the Chairman and CEO) was $75,136. The 2023 annual total compensation of Mr. Constable, our Chairman and CEO, was $18,877,290. The ratio of the 2023 annual total compensation of our Chairman and CEO to the 2023 annual total compensation of our median-compensated employee was 251 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, as well as the methodology described below. Our median compensated employee was identified in 2023. To identify the median compensated employee, we used annual salary from our human resources information systems as our consistently applied compensation measure. We identified a group of eleven employees with the approximate median annual salary (“Median Group”) as indicated in our records. We then excluded employees with characteristics that could distort the pay ratio calculation and selected our median employee from the individuals remaining in the Median Group. As permitted by SEC rules, we excluded 7 employees in Mexico, 1,809 in the Philippines, 100 in Indonesia, and 187 in the United Arab Emirates, who in the aggregate, represented less than 5% of our total population of approximately 42,109 on October 1, 2023. As a result of these exclusions, the employee population used to identify our median employee was comprised of 40,006 individuals. In calculating the pay ratio, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) or Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio. The following information shows the relationship between “compensation actually paid” (as calculated pursuant to SEC rules) to our executive officers and certain performance metrics. For further information concerning how we align compensation delivery with performance, refer to the “Compensation Discussion and Analysis.”
CEO PAY RATIO
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Year | Summary Compensation Table Total for First CEO(1) | Summary Compensation Table Total for Second CEO(1) | Compensation Actually Paid to First CEO(2) | Compensation Actually Paid to Second CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)(7) | EBITDA (in millions)(8) | | | | | | | | | Company TSR(5) | Peer Group TSR(6) | | | | 2023 | N/A | $18,877,290 | N/A | $29,720,741 | $3,207,048 | $4,483,947 | $210 | $252 | $79 | $624 | | 2022 | N/A | $13,283,347 | N/A | $21,858,282 | $3,370,535 | $4,628,548 | $186 | $209 | $73 | $347 | | 2021 | N/A | $10,859,187 | N/A | $16,004,797 | $3,616,290 | $5,014,009 | $133 | $181 | $(401) | $359 | | 2020 | $11,236,632 | N/A | $12,552,838 | N/A | $2,998,369 | $3,127,310 | $85 | $121 | $(367) | $321 |
CEO PAY RATIO
(1) The amounts in columns (b) and (c) are the total compensation reported for Carlos Hernandez (our CEO for all of 2020, referred to herein as our “First CEO”) for 2020 and Mr. Constable (our CEO in 2023, 2022 and 2021, referred to herein as our “Second CEO”) for 2023, 2022 and 2021 in the “Total” column of the Summary Compensation Table. (2) The amounts in columns (d) and (e) represent the “compensation actually paid” to our CEO in each year, computed pursuant to SEC rules. The amounts do not reflect the actual amount of compensation earned or received by our CEO during the applicable year. The following adjustments were made to total compensation for each year to determine the compensation actually paid:
CEO PAY RATIO
| | Reported Summary Compensation Table Total for CEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Actuarial Present Value of Pension Benefits(c) | Pension Benefit Adjustments(d) | Compensation Actually Paid to CEO | | 2023 | $18,877,290 | $(13,876,206) | $24,719,657 | $— | $— | $29,720,741 | | 2022 | $13,283,347 | $(9,750,370) | $18,325,305 | $— | $— | $21,858,282 | | 2021 | $10,859,187 | $(6,452,891) | $11,598,501 | $— | $— | $16,004,797 | | 2020 | $11,236,632 | $(4,638,852) | $5,955,058 | $— | $— | $12,552,838 |
CEO PAY RATIO
(a) The amounts in this column represent the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) Equity award adjustments for each applicable are as follows:
CEO PAY RATIO
| | Year End Fair Value of Equity Awards Granted During the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change from End of Prior Year in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards Forfeited in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $21,428,426 | $2,686,054 | $— | $605,177 | $— | $— | $24,719,657 | | 2022 | $12,366,554 | $5,296,626 | $— | $662,125 | $— | $— | $18,325,305 | | 2021 | $8,582,890 | $2,427,575 | $— | $588,036 | $— | $— | $11,598,501 | | 2020 | $6,473,374 | $(9,191) | $— | $(541,512) | $— | $32,387 | $5,955,058 |
CEO PAY RATIO
(c) The amounts in this column are the amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for the applicable year. (d) There were no pension benefit adjustments in the applicable years. The amounts in column (f) represent the average of the amounts reported for our NEOs (other than our CEOs) as a group (the “Non-CEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The Non-CEO NEOs included for calculating the average amounts in each year are: (i) for 2023, Joseph L. Brennan, Stacy L. Dillow, Mark E. Fields and John R. Reynolds; (ii) for 2022, Alan L. Boeckmann, Joseph L. Brennan, Thomas P. D’Agostino, Mark E. Fields and John R. Reynolds; (iii) for 2021, Alan L. Boeckmann, Joseph L. Brennan, Thomas P. D’Agostino, Mark E. Fields and Garry W. Flowers; and (iv) for 2020, Alan L. Boeckmann, Joseph L. Brennan, David E. Constable, Garry W. Flowers, Rick Koumouris and D. Michael Steuert. (4) The amounts in column (g) represent the average amount of “compensation actually paid” to the Non-CEO NEOs as a group, as computed in accordance with SEC rules. The following adjustments were made to average total compensation for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
CEO PAY RATIO
| | Average Reported Summary Compensation Table Total for Non-CEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments(b) | Average Compensation Actually Paid to Non-CEO NEOs | | 2023 | $3,207,048 | $(1,580,247) | $2,857,146 | $— | $— | $4,483,947 | | 2022 | $3,370,535 | $(1,923,403) | $3,181,415 | $— | $— | $4,628,548 | | 2021 | $3,616,290 | $(1,883,783) | $3,281,502 | $— | $— | $5,014,009 | | 2020 | $2,998,369 | $(1,735,481) | $1,964,454 | $(114,500) | $14,467 | $3,127,310 |
CEO PAY RATIO
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
CEO PAY RATIO
| | Average Year End Fair Value of Equity Awards Granted During the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change from End of Prior Year in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards Forfeited in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $2,450,043 | $258,057 | $— | $149,046 | $— | $— | $2,857,146 | | 2022 | $1,603,743 | $1,484,252 | $— | $86,442 | $— | $6,978 | $3,181,415 | | 2021 | $2,313,069 | $989,321 | $— | $140,923 | $(169,087) | $7,276 | $3,281,502 | | 2020 | $2,057,954 | $(36,950) | $41,050 | $(106,541) | $— | $8,941 | $1,964,454 |
CEO PAY RATIO
(b) The average pension benefit adjustment for 2020 reflects the average actuarially determined service cost for services rendered by the non-CEO NEOs during the year (the “service cost”). There were no prior service costs attributable to any of the non-CEO NEOs for any year reported. (5) Cumulative TSR is calculated based on the value of an initial fixed investment of $100 on December 31, 2019, assuming reinvestment of dividends. (6) The peer group used for calculating peer group TSR is the Dow Jones Heavy Construction Industry Group Index. (7) The amounts in column (h) represent net earnings (loss) reflected in our audited financial statements for the applicable year. (8) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA in our incentive plans excludes certain items discussed above in the “Compensation Discussion and Analysis” under “—Performance Measures for 2023.” While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure that we used to link NEO compensation actually paid to our performance for the most recently completed fiscal year.
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table We use several performance measures to align executive compensation with performance, some of which are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with the metrics reported in the Pay versus Performance table. The following graphs present the relationships between compensation actually paid and peer group TSR with the performance metrics presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and EBITDA
Compensation Actually Paid and EBITDA
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our compensation philosophy for non-management directors is consistent with the philosophy established for the Company’s NEOs. The compensation program is designed to attract and retain directors with the necessary experience to represent the Company’s stockholders and to advise the Company’s executive management. The Company believes that director compensation should be reasonable in light of what is customary for companies of similar size, scope and complexity. Providing a competitive compensation package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term success. The compensation program is also designed to align the directors’ interests with the interests of stockholders over the long term. On an annual basis, the Committee considers market data for our Peer Group and input from the Committee’s independent compensation consultant regarding market practices for director compensation. The Company uses a combination of cash and stock-based awards to compensate non-management directors and reviews compensation data from the companies included in the Peer Group as well as companies from similar industry segments and our general industry. Directors who are employees of the Company receive no compensation for their service as directors.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The table below summarizes the total compensation earned by each of the non-management directors serving in 2023.
DIRECTOR COMPENSATION TABLE
| (a) | (b) | (c) | (d) | (e) | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($)(4) | | Alan M. Bennett | $185,000 | $170,015 | $7,640 | $362,655 | | Rosemary T. Berkery | $145,000 | $170,015 | $15,140 | $330,155 | | H. Paulett Eberhart | $130,000 | $170,015 | $140 | $300,155 | | James T. Hackett | $145,000 | $170,015 | $2,140 | $317,155 | | Thomas C. Leppert | $130,000 | $170,015 | $140 | $300,155 | | Teri P. McClure | $130,000 | $170,015 | $140 | $300,155 | | Armando J. Olivera | $145,000 | $170,015 | $15,140 | $330,155 | | Matthew K. Rose | $130,000 | $170,015 | $140 | $300,155 |
DIRECTOR COMPENSATION TABLE
(1) The amounts in column (b) represent fees paid for board retainers, committee chair retainers and the Lead Independent Director retainer. (2) The amounts in column (c) represent the fair value of the RSUs awarded in 2023 on the date of grant in accordance with ASC 718, calculated using the closing price of the Company’s common stock ($27.94) on the date of grant. (3) The amounts in column (d) include charitable gift matching and/or Company-paid premiums on director’s life insurance. Such amounts are detailed in the separate Director All Other Compensation table below. None of the non-employee directors held any unvested stock or option awards as of December 31, 2023.
WHAT VOTE IS REQUIRED FOR THE ELECTION OF DIRECTORS AND THE OTHER PROPOSALS?
WHAT VOTE IS REQUIRED FOR THE ELECTION OF DIRECTORS AND THE OTHER PROPOSALS?
WHAT VOTE IS REQUIRED FOR THE ELECTION OF DIRECTORS AND THE OTHER PROPOSALS?
| PROPOSAL 1 — ELECTION OF DIRECTORS |
WHAT VOTE IS REQUIRED FOR THE ELECTION OF DIRECTORS AND THE OTHER PROPOSALS?
Each director nominee receiving the majority of votes cast (number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee) will be elected as a director, provided that if the number of nominees exceeds the number of directors to be elected (a situation we do not anticipate), the directors shall be elected by a plurality of the votes cast. Abstentions and broker non-votes are not counted in the determination of votes cast, and thus do not have an effect on the outcome of voting for directors.
WHAT VOTE IS REQUIRED FOR THE ELECTION OF DIRECTORS AND THE OTHER PROPOSALS?
| PROPOSALS 2 AND 3 — EXECUTIVE COMPENSATION AND AUDITORS |
WHAT VOTE IS REQUIRED FOR THE ELECTION OF DIRECTORS AND THE OTHER PROPOSALS?
With respect to each of Proposals 2 and 3, the affirmative vote of the majority of shares represented in person (online) or by proxy at the annual meeting and entitled to vote on the proposal is required. Abstentions have the same effect as a vote “against” Proposals 2 and 3, and broker non-votes (if applicable) do not have an effect on the outcome of these proposals. Each of these votes is advisory, and the Board will give consideration to the voting results.