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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

FLUOR CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTERHEAD

Fluor Corporation
6700 Las Colinas Boulevard
Irving, Texas 75039

March 9, 2015

Dear Stockholder:

        You are cordially invited to attend the Fluor Corporation 2015 annual meeting of stockholders. The meeting will be held on Thursday, April 30, 2015, beginning at 9:00 a.m. Central Daylight Time, at Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. Information about the meeting is presented on the following pages. In addition to the formal items of business to be brought before the meeting, members of management will report on the company's operations and respond to stockholder questions. A map showing the meeting location is included for your convenience on the back page of this booklet.

        We hope that you will be able to attend the meeting. However, whether or not you plan to attend the meeting, we encourage you to review our proxy materials and promptly cast your vote over the Internet or by telephone. Alternatively, if you request or receive a paper copy of the proxy materials by mail, you may vote by signing, dating and mailing the proxy card or voting instruction card in the envelope provided. Voting in one of these ways will ensure that your shares are represented at the meeting.

        Thank you for your continued support of Fluor Corporation. I look forward to seeing you on April 30th.

    Sincerely,

 

 


SIGNATURE

 

 

David T. Seaton
Chairman and Chief Executive Officer

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LETTERHEAD


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 30, 2015

         The annual meeting of stockholders of Fluor Corporation will be held at Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039, on Thursday, April 30, 2015, at 9:00 a.m. Central Daylight Time. At the meeting, our stockholders will consider and vote on the following matters:

    1.
    The election of the eleven directors named in the proxy statement to serve until the 2016 annual meeting of stockholders and until their respective successors are elected and qualified.

    2.
    An advisory vote to approve the company's executive compensation.

    3.
    The ratification of the appointment by our Audit Committee of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2015.

    4.
    If properly presented at the annual meeting, a stockholder proposal requesting disclosure of political contributions.

        Stockholders will also act on such other matters as may be properly presented at the meeting or any adjournment or postponement thereof.

        All stockholders of record at the close of business on March 5, 2015 are entitled to receive notice of, and to vote at, the annual meeting. Stockholders are cordially invited to attend the meeting in person; however, regardless of whether you plan to attend the meeting in person, please cast your vote as instructed in the Notice of Internet Availability of Proxy Materials (the "Notice"), by either voting your shares over the Internet or by phone, as promptly as possible. Alternatively, if you wish to receive paper copies of your proxy materials, including the proxy card or voting instruction card, please follow the instructions in the Notice. Once you receive paper copies of your proxy materials, please complete, sign, date and promptly return the proxy card or voting instruction card in the postage-prepaid return envelope provided, or follow the instructions set forth on the proxy card or voting instruction card to authorize the voting of your shares over the Internet or by telephone. Your prompt response is necessary to ensure that your shares are represented at the meeting.

    By Order of the Board of Directors,

 

 


SIGNATURE
    Carlos M. Hernandez
Executive Vice President, Chief Legal Officer
and Secretary

March 9, 2015
Irving, Texas

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 30, 2015: This proxy statement and the company's 2014 Annual Report to Stockholders are available at www.proxyvote.com.


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TABLE OF CONTENTS

 
  Page

Notice of Annual Meeting of Stockholders

   

Proposal 1 — Election of Directors

  1

Biographical Information, including Experience, Qualifications, Attributes and Skills

  2

Corporate Governance

  9

Corporate Governance Highlights

  9

Board Independence

  9

Risk Management Oversight

  10

Board Leadership

  11

Lead Independent Director

  12

Board of Directors Meetings and Committees

  12

Consideration of Director Nominees

  16

Certain Relationships and Related Transactions

  17

Review and Approval of Transactions with Related Persons

  17

Communications with the Board

  18

Compensation Committee Interlocks and Insider Participation

  18

Proposal 2 — Advisory Vote to Approve Executive Compensation

  19

Executive Compensation — Compensation Discussion and Analysis

  21

Organization and Compensation Committee Report

  41

Summary Compensation Table

  42

All Other Compensation

  44

Grants of Plan-Based Awards in 2014

  45

New Hire and Retention Agreements

  47

Outstanding Equity Awards at 2014 Fiscal Year End

  48

Option Exercises and Stock Vested in 2014

  50

Pension Benefits

  51

Nonqualified Deferred Compensation

  53

Potential Payments Upon Termination or Change in Control

  55

Director Compensation

  61

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

  65

Report of the Audit Committee

  67

Proposal 4 — Stockholder Proposal

  69

Stock Ownership and Stock-Based Holdings of Executive Officers and Directors

  72

Stock Ownership of Certain Beneficial Owners

  74

Section 16(a) Beneficial Ownership Reporting Compliance

  75

Other Business

  75

Additional Information

  75

Questions and Answers About the Annual Meeting and Voting

  78

Directions to the Fluor Corporation 2015 Annual Meeting of Stockholders

   

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GRAPHIC


PROXY STATEMENT

March 9, 2015

        This proxy statement is furnished in connection with the solicitation by the Board of Directors of Fluor Corporation (the "company" or "Fluor") of your proxy for use at the annual meeting of stockholders to be held at Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039, on Thursday, April 30, 2015, at 9:00 a.m. Central Daylight Time, or at any adjournment or postponement thereof (the "Annual Meeting"). This proxy statement is first being mailed or made available to stockholders on or about March 9, 2015.

        The current mailing address of the principal executive offices of Fluor Corporation is 6700 Las Colinas Boulevard, Irving, Texas 75039. Please direct any communications to this mailing address.


PROPOSAL 1 — ELECTION OF DIRECTORS

        Each of Peter K. Barker, Alan M. Bennett, Rosemary T. Berkery, Peter J. Fluor, Deborah D. McWhinney, Armando J. Olivera, Joseph W. Prueher, Matthew K. Rose, David T. Seaton, Nader H. Sultan and Lynn C. Swann has been nominated for election at the Annual Meeting to serve a one-year term expiring at the annual meeting in 2016 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. Alternatively, the Board may reduce the size of the Board.

        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. as of the record date for such meeting, 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.


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Biographical Information, including Experience, Qualifications, Attributes and Skills

        The following biographical information is furnished with respect to each of the nominees for election at the Annual Meeting. The information presented includes information each director has given us about his or her age, all positions he or she holds with the company, his or her principal occupation and business experience for at least the past five years, and the names of other public companies of which he or she currently serves or has served as a director in the last five years. Mr. Fluor is shown as serving from the date of his original election to the Board prior to the company's reverse spin-off transaction in November 2000. Mr. Dean R. O'Hare is retiring from the Board, effective April 28, 2015, and will not stand for reelection in accordance with the Board's retirement policy. In addition, Mr. James T. Hackett will not stand for reelection at the Annual Meeting, with his resignation effective April 28, 2015. Accordingly, the Board has reduced the number of directors to eleven, effective April 28, 2015.

        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, the appropriate skills and characteristics required of members of the Board in the context of the current make-up of the Board. The company's directors have experience with businesses that operate in industries in which the company operates, such as oil and gas, power and government contracting, or have particular skills that are beneficial to the company's business, such as knowledge of financial matters, risk oversight or compliance and familiarity with non-U.S. markets. The following information highlights the specific experience, qualifications, attributes and skills that our individual directors possess which have led the Governance Committee to conclude that each such individual should continue to serve on the company's Board.

   


PHOTO
Director Since: 2007

Board Committees:
Audit and Organization and Compensation

Independent: Yes

 

PETER K. BARKER, age 66

Position and Business Experience:

Former California Chairman of JPMorgan Chase & Co., a global financial services firm, from September 2009 until his retirement in January 2013; former Partner at Goldman Sachs & Co., a global investment banking firm, until his retirement in May 2002; joined Goldman Sachs & Co. in November 1971.

Key Attributes, Experience and Skills:

Mr. Barker's vast experience in international financial and banking matters at JPMorgan Chase and Goldman Sachs makes him a valued member of our Board and Audit Committee. His more than 40 years of experience allow him to share insights with the Board on matters such as capital structure, mergers, acquisitions, financings and strategic planning as well as with regard to general business trends and accounting and financial matters.

Other Board Service:

Director, Avery Dennison Corporation (Pasadena, California)

Director, Franklin Resources, Inc. (San Mateo, California)

       

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PHOTO
Director Since: 2011

Board Committees:
Audit, Executive and Governance (Chair)

Independent: Yes

 

ALAN M. BENNETT, age 64

Position and Business Experience:

Former President and Chief Executive Officer of H&R Block, Inc., a publicly traded entity providing tax, banking and business and consulting services, from July 2010 until his retirement in May 2011; former Interim Chief Executive Officer of H&R Block, Inc. from November 2007 to August 2008; Senior Vice President and Chief Financial Officer of Aetna, Inc., a provider of health care benefits, from September 2001 to February 2007.

Key Attributes, Experience and Skills:

Mr. Bennett brings to the Board a deep understanding of business operations, finance and sales and marketing, developed through his experience as a former Chief Executive Officer, Chief Financial Officer and Vice President of Sales and Marketing. His leadership roles at H&R Block and Aetna provide the Board with valuable public company insights into business strategy and financial planning. In addition, he brings almost 40 years of experience in accounting and financial matters to our Audit Committee.

Other Board Service:

Director, Halliburton Company (Houston, Texas)

Director, The TJX Companies, Inc. (Framingham, Massachusetts)

Former director, H&R Block, Inc. (Kansas City, Missouri)

         
   


PHOTO
Director Since: 2010

Independent: Yes

 

ROSEMARY T. BERKERY, age 61

Position and Business Experience:

Vice Chairman of UBS Wealth Management Americas and Chairman of UBS Bank USA, each a wealth management banking business, since March 2010; former Vice Chairman, Executive Vice President and General Counsel of Merrill Lynch & Co., Inc., a global securities and financial services business, from October 2001 to December 2008; joined Merrill Lynch & Co., Inc. in 1983.

Key Attributes, Experience and Skills:

Ms. Berkery's broad range of experience in financial, business and legal matters makes her a valued member of the company's Board. Her experience leading a $40 billion wealth management bank allows her to provide valued counsel on matters such as finance, banking arrangements, global business strategies, marketing and market risks. In addition, her 35 years in the legal field make her an excellent resource to the Board on legal and compliance matters.

       

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PHOTO
Lead Independent Director

Director Since: 1984

Board Committees:
Executive, Governance
and Organization and
Compensation (Chair)

Independent: Yes

 

PETER J. FLUOR, age 67

Position and Business Experience:

Chairman and Chief Executive Officer of Texas Crude Energy, LLC, an international oil and gas exploration and production company, since 2001; President and Chief Executive Officer of Texas Crude Energy from 1980 to 2001; joined Texas Crude Energy in 1972.

Key Attributes, Experience and Skills:

Mr. Fluor has more than 40 years of experience in the energy industry, currently serving as Chairman and Chief Executive Officer of Texas Crude Energy, LLC. His vast knowledge of the global oil and gas industry and his experience managing international businesses allow him to provide trusted counsel to our Board. In addition, his unique heritage and understanding of our company's legacy, together with his extensive knowledge of our business operations, clients and executives, make him an invaluable asset to our Board.

Other Board Service:

Director, Anadarko Petroleum Corporation (The Woodlands, Texas)

Director, Cameron International Corporation (Houston, Texas)

         
   


PHOTO
Director Since: 2014

Board Committee:
Audit

Independent: Yes

 

DEBORAH D. MCWHINNEY, age 59

Position and Business Experience:

Former Chief Executive Officer and Chief Operating Officer of Global Enterprise Payments at Citigroup Inc., a global financial services company, from February 2011 until her retirement in January 2014; former President, Personal Banking and Wealth Management at Citi from May 2009 to February 2011; former President of Schwab Institutional, a division of Charles Schwab, Inc., from 2001 to 2007, and chair of the Global Risk Committee of Charles Schwab from 2004-2007.

Key Attributes, Experience and Skills:

Ms. McWhinney's leadership experience, with more than 35 years in the finance industry, makes her a valued member of our Board and Audit Committee. Her skills as a former executive for Citi and other banking institutions provide our Board with special insight on matters relating to business strategy, finance, investments and treasury management. In addition, her prior roles on the risk committees at both Citi and Charles Schwab allow her to counsel our Board on risk-related matters.

       

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PHOTO
Director Since: 2012

Board Committees:
Audit and Governance

Independent: Yes

 

ARMANDO J. OLIVERA, age 65

Position and Business Experience:

Former President (from June 2003) and Chief Executive Officer (from July 2008) of Florida Power & Light Company, an electric utility that is a subsidiary of a publicly traded energy company, until his retirement in May 2012; joined Florida Power & Light Company in 1972.

Key Attributes, Experience and Skills:

Mr. Olivera's tenure as the former President and CEO of one of the largest electric utilities in the United States provides him with extensive knowledge of financial and accounting matters, as well as a keen understanding of the power industry and its related regulations. His experience in the power industry provides valuable insight into one of our five business segments. Additionally, his role as a director of other public companies gives him the experience to provide valuable advice to our Board and its committees from a governance and risk perspective.

Other Board Service:

Director, AGL Resources, Inc. (Atlanta, Georgia)

Director, Consolidated Edison, Inc. (New York, New York)

Director, Lennar Corporation (Miami, Florida)

Former director, Florida Power & Light Company (Juno Beach, Florida)

Former director, Nicor Inc. (Naperville, Illinois)

       

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PHOTO
Director Since: 2003

Board Committees:
Executive, Governance and Organization and Compensation

Independent: Yes

 

JOSEPH W. PRUEHER, age 72

Position and Business Experience:

Former Schlesinger Professor, University of Virginia, from 2009 to August 2011; former Consulting Professor and Senior Advisor, Stanford University, from 2001 to 2008; U.S. Ambassador to the People's Republic of China from 1999 to 2001; Admiral, U.S. Navy (Retired), Commander-in-Chief of U.S. Pacific Command from 1996 to 1999.

Key Attributes, Experience and Skills:

Admiral Prueher has more than 40 years of experience in dealing with military, security, foreign policy and global business matters. He brings to the Board an international, informed and seasoned set of perspectives, a well-developed engineering background, and extensive expertise and insights on Asia and the Pacific and contracting with the U.S. government. Admiral Prueher strengthens our Board's ability to provide meaningful oversight and strategic guidance with regard to global operations, especially in relation to our Government business. Due to Admiral's Prueher's unique ability to provide strategic guidance with respect to our Government business, the Governance Committee determined, and the Board unanimously ratified the decision in accordance with our Corporate Governance Guidelines, to request that Admiral Prueher stand for reelection even though he has reached the age of 72.

Other Board Service:

Director, Armada Hoffler Properties, Inc. (Virginia Beach, Virginia)

Director, Emerson Electric Co. (St. Louis, Missouri)

Former director, Amerigroup Corporation (Virginia Beach, Virginia)

Former director, Bank of America Corporation (Charlotte, North Carolina)

Former director, DynCorp International Inc. (Falls Church, Virginia)

Former director, Merrill Lynch & Co., Inc. (New York, New York)

       

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PHOTO
Director Since: 2014

Board Committees:
Audit and Organization and Compensation

Independent: Yes

 

MATTHEW K. ROSE, age 55

Position and Business Experience:

Executive Chairman, Burlington Northern Santa Fe, LLC, a subsidiary of Berkshire Hathaway Inc. (and former public company) and one of the largest freight rail systems in North America ("BNSF"), since January 2014; former Chairman and Chief Executive Officer of BNSF from March 2002 to January 2014; joined BNSF in 1993.

Key Attributes, Experience and Skills:

Mr. Rose's qualifications to serve on the Board include his extensive leadership experience obtained from overseeing a large, complex and highly regulated organization, his considerable knowledge of operations management and business strategy and his deep understanding of public company oversight. In addition, his experience serving on other public company boards, as well as the board of the Federal Reserve Bank of Dallas, make him a valuable member of our Board.

Other Board Service:

Director, AT&T Inc. (Dallas, Texas)

Former director, AMR Corporation (Fort Worth, Texas)

         
   


PHOTO
Chairman of the Board

Director Since: 2011

Board Committee:
Executive (Chair)

Independent: No

 

DAVID T. SEATON, age 53

Position and Business Experience:

Chairman (since February 2012) and Chief Executive Officer (since February 2011) of Fluor; Chief Operating Officer from November 2009 to February 2011; Senior Group President, Energy and Chemicals, Power and Government from March 2009 to November 2009; Group President, Energy & Chemicals from March 2007 to March 2009; joined Fluor in 1985.

Key Attributes, Experience and Skills:

Mr. Seaton, the company's Chief Executive Officer, brings to the Board extensive leadership experience with, and knowledge of, the company's business and strategy, particularly in the energy and chemicals markets. He has worked (and lived) in many Fluor locations, including the Middle East, and provides insight to the Board on the company's global operations. Additionally, his 30 years of service with the company provide the Board with a historical perspective on the company's growth and operations.

Other Board Service:

Director, The Mosaic Company (Plymouth, Minnesota)

       

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PHOTO
Director Since: 2009

Board Committees:
Audit and Governance

Independent: Yes

 

NADER H. SULTAN, age 66

Position and Business Experience:

Senior Partner of F&N Consulting Company, a firm specializing in high level strategic advice related to the energy industry, since September 2004; former Chief Executive Officer of Kuwait Petroleum Corporation.

Key Attributes, Experience and Skills:

Mr. Sultan brings great insight and high-level strategic contributions to the Board as a result of his more than 40 years of experience in the international energy business, including as a chief executive officer running a national oil company in the Middle East. He provides a valued perspective with regard to national oil companies and the Middle East in terms of business operations, politics and culture. His views and understanding of the Middle East region are important since it is an area in which we are expanding our business presence and from which we have derived, and are continuing to derive, a portion of our revenues.

Other Board Service:

Non-executive chairman of Ikarus Petroleum Industries Company (Kuwait)

         
   


PHOTO
Director Since: 2013

Board Committee:
Audit

Independent: Yes

 

LYNN C. SWANN, age 63

Position and Business Experience:

President, Swann, Inc., a marketing and consulting firm, since 1976; Founder and Managing Director of LS Group, a provider of financial advisory and brokerage services, since 2011; former sports broadcaster for ABC Sports from 1976 to 2006.

Key Attributes, Experience and Skills:

Mr. Swann's broad range of skills includes media and public relations experience, consumer awareness skills, finance knowledge, a diverse business and political background, and management-level decision-making experience. Those skills, along with the experience he has gained as a director of other large public companies, allow him to contribute significantly to the Board and the Audit Committee.

Other Board Service:

Trustee, American Homes 4 Rent (Agoura Hills, California)

Director, Caesars Entertainment Corporation (Las Vegas, Nevada)

Former director, H.J. Heinz Company (Pittsburgh, Pennsylvania)

Board Recommendation

        The Board of Directors recommends a vote FOR the election of all eleven director nominees.

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CORPORATE GOVERNANCE

Corporate Governance Highlights

        The company has long believed that good corporate governance practices promote the principles of fairness, transparency, accountability and responsibility and will help manage the company for the long-term benefit of its stockholders. During the past year, we continued to review our corporate governance policies and practices and to compare them to those suggested by various commentators on corporate governance and the practices of other public companies.

   

        The following list highlights some of our more recent corporate governance initiatives and core governance values:

        ¨    Completed Transition to Declassified Board.    We have completed the process of declassifying our Board, with all members elected on an annual basis.

        ¨    Instituted Annual Evaluations of All Board Members.    In connection with the declassification of the Board, the Corporate Governance Guidelines were amended to provide for annual evaluation of all Board members.

        ¨    Granted Stockholders the Right to Call a Special Meeting.    In 2012, our Board (with the approval of stockholders) amended our Certificate of Incorporation to grant holders of at least 25% of our outstanding shares of common stock the right to call a special meeting of stockholders.

        ¨    Removed Supermajority Provisions.    We have removed supermajority voting provisions from our corporate governance documents and replaced them with majority voting provisions.

        ¨    Maintaining Director Independence.    All directors, with the exception of our Chairman and 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 and schedules for Board meetings.

   

        During 2014, our Board reviewed all committee charters and amended the charter for our Organization and Compensation Committee. The Board also updated the company's Corporate Governance Guidelines. You can access our current committee charters, Corporate Governance Guidelines, Code of Business Conduct and Ethics for Members of the Board of Directors, as well as other information regarding our corporate governance practices, on our website at www.fluor.com under "Sustainability" — "Governance" — "Corporate Governance Documents." Our Code of Business Conduct and Ethics for Fluor employees can be found on our website at www.fluor.com under "Sustainability" — "Ethics and Compliance" — "The Code."

Board Independence

        In accordance with the New York Stock Exchange listing standards and our Corporate Governance Guidelines, our Board determines annually which directors are independent and, through the Governance Committee, oversees the independence of directors throughout the year. In addition to meeting the minimum standards of independence adopted by the New York Stock Exchange, a director qualifies as "independent" only if the Board affirmatively determines that the director has no material relationship with the company (either directly, or as a partner, stockholder or officer of an organization that has a relationship with the company). A relationship is "material" if, in the judgment of the Board, the relationship would interfere with the director's independent judgment.

        Our Board has adopted director independence standards for assessing the independence of our directors. These criteria include restrictions on the nature and extent of any affiliations the directors

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and their immediate family members may have with us, our independent accountants, organizations with which we do business, other companies where our executive officers serve as compensation committee members and non-profit entities with which we have a relationship. Our independence standards are included in our Corporate Governance Guidelines, which are available on our website at www.fluor.com under the "Sustainability" — "Governance" section.

        The Board, as recommended by the Governance Committee, has determined that each of the company's current directors and director nominees (other than Mr. Seaton) are independent of the company and its management under New York Stock Exchange listing standards and the standards set forth in our Corporate Governance Guidelines. In addition, the Board previously determined that each of Mr. Kent Kresa and Dr. Suzanne Woolsey, who retired from the Board effective April 29, 2014 and did not stand for reelection at the 2014 annual meeting, was independent. The Board also determined that each of the members of the Audit, Governance and Organization and Compensation Committees has no material relationship with Fluor and is independent within the meaning of the New York Stock Exchange listing standards and Fluor's director independence standards for such committee.

        In making its independence determinations, the Board considered that Ms. Berkery is an employee (but not an executive officer) of UBS and that the payments made by the company to UBS for non-advisory services, including bank account fees, lending fees and brokerage services, were less than $1.0 million in each of the last three years. In addition, the Board reviewed (i) 2014 payments, which did not exceed $10,000 in the aggregate, to Mayer Brown LLP, where one of Ms. Berkery's brothers is a partner, for services not provided by Ms. Berkery's brother and (ii) payments to PricewaterhouseCoopers ("PWC"), where another of Ms. Berkery's brothers is a partner. With regard to PWC: (i) the fees paid to PWC in each of the last three years were less than .03% of such firm's revenues; (ii) Ms. Berkery's brother is one of over 10,000 partners and 195,000 employees at PWC; (iii) Ms. Berkery's brother does not personally provide services to the company or oversee others who provide such services; and (iv) the company hired PWC prior to Ms. Berkery joining the Board. In addition, it is important to note that Fluor, as a global corporation, and due to various securities regulations and requirements, utilizes multiple accounting firms for different kinds of services and, in fact, retained each of the four major public accounting firms to provide various services during 2014. The Board does not believe that the company's use of Mayer Brown or PWC raises any independence concerns with regard to Ms. Berkery. The Board also considered that certain directors (Mr. Barker, Mr. Bennett, Mr. Fluor, Mr. Hackett, Mr. Olivera, Admiral Prueher, Mr. Rose and Mr. Sultan) are board members of entities that did business with the company in 2014, 2013 and/or 2012. In each case noted above, the payments to or from any of the foregoing entities did not exceed the greater of $1 million or 2% of either Fluor's or such other entity's consolidated gross revenues for any one of the last three fiscal years, and therefore fell below the thresholds of the company's independence standards. The Board determined that Mr. Seaton is not independent under the New York Stock Exchange listing standards and our Corporate Governance Guidelines because of his employment as the Chief Executive Officer of the company.

        Finally, the Board reviewed charitable contributions made to non-profit organizations for which Board members (or their respective spouses) serve as an employee or on the board of directors. Specifically, the Board considered that certain directors and/or their family members (Mr. Barker, Mr. Bennett, Ms. Berkery, Mr. Hackett, Ms. McWhinney, Mr. O'Hare, Mr. Olivera and Mr. Rose) are affiliated with non-profit organizations that received contributions from the company in 2014, 2013 and/or 2012. No organization received contributions in a single year in excess of $100,000; and therefore these contributions fell below the thresholds of the company's independence standards.

Risk Management Oversight

        As part of its oversight function, the Board monitors how management operates the company. When granting authority to management, approving strategies and receiving management reports, the

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Board considers, among other things, the risks and vulnerabilities the company faces. In addition, the Board discusses risks related to the company's business strategy at the Board's annual strategic planning meeting. The Board also delegates responsibility for the oversight of certain risks to the Board's committees.

        Under the Audit Committee charter, the Audit Committee is responsible for reviewing and discussing with management the company's most significant risks, methods of risk assessment, risk mitigation strategies, and the overall effectiveness of the company's guidelines, policies and systems with respect to risk assessment and management. In particular, the Audit Committee considers risk issues associated with our overall financial reporting, disclosure process, legal matters, regulatory compliance and information technology, as well as accounting risk exposure and other operational and strategic risks. The Audit Committee is provided quarterly information on the geographic, operational and market risks facing our company. In carrying out its responsibilities related to risk oversight, the Audit Committee meets in executive sessions, at least quarterly, with the Chief Executive Officer, the Chief Financial Officer, the Chief Legal Officer, the Chief Compliance Officer, the head of internal audit and the independent registered public accounting firm to discuss particular risks facing the company.

        The Organization and Compensation Committee is also tasked with certain elements of risk oversight. The Organization and Compensation Committee annually reviews the company's compensation policies and programs, as well as the mix and design of short-term and long-term compensation, to confirm that our compensation programs do not encourage unnecessary and excessive risk taking.

        Finally, the Governance Committee is responsible for overseeing governance issues that may create governance risks, such as board composition, director selection and the other governance policies and practices that are critical to the success of the company. Each of the Audit, Governance and Organization and Compensation Committees report quarterly to the Board regarding the areas they oversee.

Board Leadership

        The Chairman of the company's Board is elected by the Board on an annual basis. The Board, together with the Governance Committee, annually reviews the structure of the Board, and, as set forth in the company's Amended and Restated Bylaws and Corporate Governance Guidelines, the Board is empowered to choose any one of its members as Chairman of the Board. The Board has chosen Mr. Seaton, the company's Chief Executive Officer, to serve as the Chairman of the Board. The Board has determined that Mr. Seaton, the individual with primary responsibility for managing the company's day-to-day operations, is best positioned to chair regular Board meetings and to lead and facilitate discussions of key business and strategic issues. In his role as Chairman, Mr. Seaton presides over Board meetings, provides input on the agenda for each Board meeting and performs such other duties as the Board may request from time to time. However, the Board has also established a Lead Independent Director position, as it believes that the role of Lead Independent Director promotes effective governance when the company has a non-independent Chairman. As discussed below, the Lead Independent Director is elected every three years, and his or her duties are closely aligned with the role of an independent chairman. The Board believes that its current leadership structure provides independent Board leadership and engagement while also offering the benefits described above of having our Chief Executive Officer serve as Chairman.

        In addition, each of the Audit, Governance and Organization and Compensation Committees is composed entirely of independent directors. Consequently, independent directors directly oversee critical matters such as the compensation policy for executive officers, succession planning, our methods of risk assessment and risk mitigation strategies, our Corporate Governance Guidelines, policies and

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practices, the director nominations process, our corporate finance strategies and initiatives, and the integrity of our financial statements and internal controls over financial reporting.

Lead Independent Director

        To provide for independent leadership, the Board has appointed a Lead Independent Director, whose primary responsibility is to preside over and set the agenda for all executive sessions of the independent directors of the Board. The Lead Independent Director also approves agendas and schedules for meetings of the Board and information sent to the Board, chairs Board meetings in the Chairman's absence, acts as a liaison between the independent directors and the Chairman, provides guidance on the director orientation process for new Board members, consults and communicates with stockholders, as appropriate, and monitors communications to the Board from stockholders and other interested parties. The Lead Independent Director also has the authority to call executive sessions of the independent directors, as needed. In 2015, the independent members of the Board designated Mr. Peter J. Fluor to serve in this position for a three-year term that expires in February 2018.

Board of Directors Meetings and Committees

        During 2014, the Board held five meetings, one of which was an extensive two-day strategic planning session. Each of the directors attended more than 75% of the aggregate number of meetings of the Board and of the Board committees on which he or she served and which were held during the period that each director served.

        As discussed earlier, the Lead Independent Director presides over all executive sessions of the independent directors. Executive sessions of independent directors must take place at each regular Board meeting according to our Corporate Governance Guidelines. During 2014, five executive sessions of the independent directors were held.

        A Board meeting immediately follows the annual meeting. The Board has a policy that directors attend the annual meeting of stockholders each year. All directors serving on the Board at that time attended the 2014 annual meeting of stockholders.

        Our Board has four standing committees:

    Audit;

    Executive;

    Governance; and

    Organization and Compensation.

        Each committee has a charter that has been approved by the Board. With the exception of the Executive Committee, each committee must review the appropriateness of its charter and perform a self-evaluation at least annually. Any recommended changes to the charters are then submitted to the Board for approval.

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    Audit Committee  
            Members:

James T. Hackett, Chair*

Peter K. Barker*

Alan M. Bennett*

Deborah D. McWhinney

Armando J. Olivera*

Matthew K. Rose*

Nader H. Sultan

Lynn C. Swann

 

Each of the directors who serves on the Audit Committee is independent within the meaning set forth in the Securities and Exchange Commission regulations, New York Stock Exchange listing standards and our Corporate Governance Guidelines.

None of the Audit Committee members serve on the audit committees of more than two other public companies.

*Audit Committee Financial Expert, as determined by the Board.

‡Resignation effective April 28, 2015

   
             
            Meetings During Fiscal 2014:    Five, including one to review the company's 2013 Annual Report, Form 10-K and proxy materials for the 2014 annual meeting. At the end of each of the four regular meetings of the committee, the members of the Audit Committee met privately with the company's independent registered public accounting firm, and also met with the company's head of internal audit and other members of management.    
            Key Responsibilities:    The responsibilities of the Audit Committee and its activities during 2014 are described in the "Report of the Audit Committee" section of this proxy statement on pages 67-68.    

 

    Executive Committee  
            Members:

David T. Seaton, Chair

Alan M. Bennett

Peter J. Fluor

James T. Hackett‡

Joseph W. Prueher

       

 

 

        ‡Resignation effective April 28, 2015

 

 
            Meetings During Fiscal 2014:    Two, including one meeting to discuss director evaluations    
            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 New York Stock Exchange.    

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    Governance Committee  
            Members:

Alan M. Bennett, Chair

Peter J. Fluor

Dean R. O'Hare‡

Armando J. Olivera

Joseph W. Prueher

Nader H. Sultan

 

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.

‡Retirement effective April 28, 2015

   
            Meetings During Fiscal 2014:    Four    
            Key Responsibilities:    The Governance Committee's primary responsibilities, which are discussed in detail within its charter, are to:    

 

 

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 company's Corporate Governance Guidelines and Code of Business Conduct and Ethics for Members of the Board of Directors; and

   

 

 

oversee the annual evaluation of the Board and the committees of the Board.

   

 

 

        The Governance Committee has the authority, under its charter, to engage, retain and terminate the services of outside legal counsel, search firms and other advisors.

 

 

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    Organization and Compensation Committee  
            Members:

Peter J. Fluor, Chair

Peter K. Barker

James T. Hackett‡

Dean R. O'Hare‡

Joseph W. Prueher

Matthew K. Rose

 

Each of the members of the Organization and Compensation Committee is independent within the meaning of the NYSE listing standards and our Corporate Governance Guidelines.

‡Retirement/resignation effective April 28, 2015

   
            Meetings During Fiscal 2014:    Five. Each of the four in-person meetings 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 the company's 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 Chief Executive Officer's compensation, evaluate (in consultation with the other independent directors) the achievement of these goals and recommend the Chief Executive Officer's compensation level to the independent directors;

   

 

 

set the overall compensation policy for the executive officers (other than the Chief Executive Officer), including base salary, and annual and long term incentive awards, and approve compensation paid to such officers, considering the recommendations of the Chief Executive Officer; and

   

 

 

review the compensation for non-management directors.

   

 

 

        The responsibilities of our Organization and Compensation Committee and its activities during 2014 are further described 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 denominated by it when appropriate, but did not do so in 2014.

 

 
            Compensation Consultant:    The Organization and Compensation Committee has the authority under its charter to engage, retain and terminate the services of outside legal counsel, compensation consultants and other advisors. In 2014, the Organization and Compensation Committee again engaged Frederic W. Cook & Co., Inc. to serve as its independent compensation consultant to advise the committee on all matters related to executive and director compensation. The compensation consultant conducts an annual review of the total compensation program for the Chief Executive Officer and other senior management reporting to him and, in doing so, completes a report benchmarking the senior executives against other executives with similar responsibilities in order to assist the Organization and Compensation Committee in making compensation decisions. The 2014 compensation review provided the committee with relevant market data and alternatives to consider when making compensation decisions in 2014 for the Chief Executive Officer and other senior management reporting to him.    

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    Organization and Compensation Committee, Continued  
            In early 2015, as part of the committee's oversight of certain aspects of risk, the compensation consultant conducted a broad-based review of the company's compensation programs and policies and discussed its findings with the committee, indicating that the company's compensation programs do not encourage behaviors that would create material risk for the company. Frederic W. Cook & Co., Inc. also provided written and verbal advice to the Organization and Compensation Committee at committee meetings, attended executive sessions of the committee to respond to questions, and had individual calls and meetings with the Chair of the committee to provide advice and perspective on executive compensation issues. Frederic W. Cook & Co., Inc. was engaged by, and reports directly to, the committee and does not perform any other services for the company. None of the work of the compensation consultant has raised any conflicts of interest.    

Consideration of Director Nominees

    Director Qualifications and Diversity

        The Board of Directors believes that the Board, as a whole, should include individuals with a diverse range of backgrounds and experience to give the Board both depth and breadth in the mix of skills represented for the benefit of our stockholders. 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 in its overall composition an array of targeted skills that complement one another rather than requiring each director to possess the same skills, perspective and interests. 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 future needs.

        Our Corporate Governance Guidelines contain Board membership criteria that apply to current directors as well as nominees for director. The Governance Committee is responsible for reviewing with the Board on an annual basis (and as needed) the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. This annual review takes into consideration issues of diversity of thought and background (including gender, race, ethnicity and age), experience, qualifications, attributes and skills. Certain 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, information technology, 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 any 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.

    Identifying and Evaluating Nominees for Director

        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, 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. Candidates are evaluated at meetings of the Governance Committee, and may be considered

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at any point during the year. As described below, the Governance Committee considers properly submitted stockholder recommendations for candidates for the Board. 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 for our Annual Meeting. Any materials provided by a stockholder in connection with the recommendation of a director candidate are forwarded to the Governance Committee, which will consider the recommended candidate in light of the director qualifications discussed above and the Board's existing composition. The Governance Committee also reviews materials provided by professional search firms, if applicable, or other parties in connection with a candidate who is not proposed by a stockholder. In evaluating such recommendations, the Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

    Stockholder Recommendations

        The policy of the Governance Committee is to consider properly submitted stockholder recommendations for candidates for membership on the Board as described above under "— Identifying and Evaluating Nominees for Director." In evaluating those recommendations, the Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth under "— Director Qualifications and Diversity" above. Any stockholder wishing to recommend a candidate for consideration by the Governance Committee should submit a recommendation in writing 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 Carlos M. Hernandez, Chief Legal Officer and Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. Our Amended and Restated Bylaws permit stockholders to nominate directors for election. See "Additional Information — Advance Notice Procedures" on page 76 of this proxy statement, and Section 2.04 of our Amended and Restated Bylaws, which are included on our website at www.fluor.com under "Sustainability" — "Governance."

Certain Relationships and Related Transactions

        The company is not aware of any transactions with related persons that would be required to be disclosed.

Review and Approval of Transactions with Related Persons

        The company has adopted a written policy for the approval of transactions to which the company is a party and the aggregate amount involved in the transaction will or may be expected to exceed $100,000 in any calendar year if any director, director nominee, executive officer, greater-than-5% beneficial owner or their respective immediate family members have or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

        The policy provides that the Governance Committee reviews certain transactions subject to the policy and determines whether or not to approve or ratify those transactions. In doing so, the committee takes into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the company than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person's interest in the transaction. In addition, the Board has delegated authority to the Chair of the Governance Committee to pre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1 million. A summary of any new transactions pre-approved by the Chair is provided to the full Governance Committee for its review in connection with each regularly scheduled Governance Committee meeting.

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        The Governance Committee has considered and adopted standing pre-approvals under the policy for limited transactions with related persons. Pre-approved transactions include, but are not limited to:

    employment of immediate family members of directors, director nominees, executive officers and greater-than-5% beneficial owners in non-executive positions with the company;

    business transactions with other companies at which a related person's only relationship is as an employee (other than an executive officer) if the amount of business falls below the thresholds in the New York Stock Exchange's listing standards and the company's director independence standards; and

    contributions to non-profit organizations at which a related person's only relationship is as an employee (other than an executive officer) or director if the aggregate amount involved does not exceed the lesser of $1 million or 2% of the organization's consolidated gross annual revenues.

        At least annually, a summary of new transactions covered by the standing pre-approvals described above is provided to the Governance Committee for its review.

Communications with the Board

        Individuals may communicate with the Board and individual directors by writing directly to the Board of Directors c/o Carlos M. Hernandez, Chief Legal Officer and Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. Stockholders and other parties interested in communicating directly with the Lead Independent Director or with the independent directors as a group may do so by writing directly to the Lead Independent Director c/o the Chief Legal Officer and Secretary at the above address. The Lead Independent Director will, with the assistance of Fluor's internal legal counsel, be primarily responsible for monitoring any such communications from stockholders and other interested parties to the Board, individual directors, the Lead Independent Director or the independent directors as a group, and provide copies or summaries of such communications to the other directors as he considers appropriate.

        Communications will be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the Lead Independent Director considers to be important for the directors to know. The Board will give appropriate attention to written communications on issues that are submitted by stockholders and other interested parties, and will respond if and as appropriate.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        During 2014, Mr. Fluor, Mr. Barker, Mr. Hackett, Mr. Kresa, Mr. O'Hare, Admiral Prueher and Mr. Rose served on the Organization and Compensation Committee. There are no compensation committee interlocks between the company and other entities involving the company's executive officers and directors.

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PROPOSAL 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

        We are asking stockholders to vote on an advisory resolution to approve the company's executive compensation as reported in this proxy statement. As described below in the "Compensation Discussion and Analysis" section of this proxy statement, the Organization and Compensation Committee has structured our executive compensation program to achieve the following key objectives that contribute to the company's long-term success:

    Key Objective       Achievement of the Objective    
    Align Named Executives with Stockholders       Annual and long-term incentive programs reward named executives for achievement of short- and long-term goals that enhance stockholder value.  

 

 


 


 


 

Between 57% and 73% of named executive target total direct compensation is equity-based.

 


 

 


 


 


 

Named executives are expected to hold company shares or units with a value between two and six times their base salary and are prohibited from hedging or pledging company securities.

 

    Pay for Performance         85% to 90% of the annual incentive for named executives is tied to company performance, including corporate measures such as net earnings, return on assets employed and business segment performance.    

 

 

 

 

 

 


 

Long-term incentive payouts under our Value Driver Incentive Program are tied to gross margin related to new awards, which contribute to backlog, a factor we historically have considered to have a high correlation with stockholder value creation, and also are directly related to the stock price at vesting.

 

 
    Attract and Retain Top Talent       Total compensation for named executives is targeted at the 50th percentile of the peer group.  

        We urge stockholders to read the "Compensation Discussion and Analysis" beginning on page 21, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative appearing on pages 42 through 60, which provide detailed information on the compensation of our named executives. The Organization and Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the "Compensation Discussion and Analysis" are effective in achieving our goals and that the compensation of our named executives reported in this proxy statement has supported and contributed to the company's success.

        In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting:

        RESOLVED, that the stockholders of Fluor Corporation (the "Company") approve, on an advisory basis, the compensation of the Company's named executives as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company's 2015 Annual Meeting of Stockholders.

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        This advisory resolution, commonly referred to as a "say on pay" resolution, is non-binding on the Board. Although non-binding, the Board and the Organization and Compensation Committee will review and consider the voting results when evaluating our executive compensation program. An advisory stockholder vote on the frequency of stockholder votes to approve executive compensation is required to be held at least once every six years. The company last held an advisory vote on frequency in 2011. After consideration of the vote of stockholders at the 2011 annual meeting of stockholders and other factors, the Board has decided to hold advisory votes to approve executive compensation annually until the next advisory vote on frequency occurs. Accordingly, the next advisory vote to approve executive compensation will be held at the 2016 annual meeting of stockholders.

Board Recommendation

        The Board of Directors recommends a vote FOR the approval of the advisory resolution to approve executive compensation.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        This Compensation Discussion and Analysis describes the principles, objectives and features of our compensation program for our named executives. For 2014, our named executives were our Chairman and Chief Executive Officer, our Chief Financial Officer and the other three individuals included in the Summary Compensation Table on page 42.

Executive Summary

    Factors Influencing Named Executive Compensation

        To assist our stockholders in evaluating our "say on pay" proposal, the following is an overview of the key factors that influence the design of our executive compensation program:

    Appropriate Peer Group.  To establish compensation for our named executives that aligns with the market, we benchmark our compensation and performance against the companies in our peer group. Since there are only six engineering and construction companies publicly traded in the United States with revenues over $5.0 billion, the largest of which has revenues that are significantly below ours, we look beyond our industry to find an appropriate peer group. We believe the correct peer group consists of U.S. companies in the same three Standard & Poor's Global Industry Classification Standard (GICS) codes as the company, our direct competitors and our key customers—and that are also generally comparable in revenues, number of employees and market capitalization (our "Compensation Peer Group"). As a result, we are able to set compensation at levels that are not only appropriate for a company of our size, but also allow us to attract and retain key talent within our industry.

    Target Total Direct Compensation at 50th Percentile.  Using our Compensation Peer Group, the compensation consultant engaged by the Organization and Compensation Committee performs an annual proxy analysis to identify the 50th percentile of target total direct compensation (which consists of base pay, bonus targets and long-term incentive values at the time of grant). In 2014, the target total direct compensation for our Chief Executive Officer approximated the Compensation Peer Group median.

    Performance Measures That Drive Business Goals and Stockholder Return.  Our compensation program rewards achievement of a variety of measures, including, for 2014, corporate financial performance (e.g., net earnings and return on assets employed), safety, new awards gross margin and individual performance goals. These measures provide the company a means to drive multiple short-and long-term goals, including goals that are tied to enhancing long-term stockholder value, and to provide a balanced compensation package for our executives that encourages them to focus on the overall health of the company and not on any one measure.

    Performance-Driven Long-Term Incentive Awards.  Stock-based awards granted under our 2014 Value Driver Incentive ("VDI") program are increased or decreased at the end of the performance period based on the achievement of targets related to new awards gross margin. In addition, these awards are designated as performance units, the value of which fluctuates with our stock price over the performance period and subsequent vesting periods. Approximately 25% of our Chief Executive Officer's target total direct compensation for 2014 was driven by gross margin related to new awards, which contribute to backlog, a factor we historically have considered to have a high correlation with stockholder value creation.

    Substantial Stock-Based Compensation.  Since stock price performance in the long term is one of the best indicators of the performance of our company, we deliver most of our executive compensation in the form of stock incentives (e.g., approximately 73% of our Chief Executive

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      Officer's target total direct compensation is stock-based). As such, if our stock price declines, the value of stock incentives held by executives declines as well.

    2014 Company Performance.  In 2014, net earnings attributable to Fluor from continuing operations were $715 million, up from $668 million a year ago, despite revenue declining in 2014. New awards remained strong, with a 15% increase over 2013. The company's total shareholder return was approximately –23.6% for 2014, which was impacted in part by the economic outlook in certain of the company's lines of business, especially those impacted by declining commodity prices, but the company's five-year total shareholder return remained strong at 41.8%. The chart below summarizes some of the key company financial results for fiscal 2014 compared to 2013. For a full description of the company's results, please see the company's Form 10-K filed with the Securities and Exchange Commission on February 18, 2015.

 
 
  Financial Measure
   
  Fiscal Year Ended December 31, 2014
   
  Fiscal Year Ended December 31, 2013
   
 
   
   
  (dollars in millions)
   

 

 

Net Earnings Attributable to Fluor from Continuing Operations

    $715.5     $667.7  

 

 

Earnings Per Share from Continuing Operations (per diluted share)

      $4.48       $4.06    

 

 

Return on Operating Assets Employed

    22.9%     22.6%  

 

 

Revenue

      $21,532       $27,352    

 

 

New Awards

    $28,831     $25,086  

 

 

Backlog

      $42,482       $34,907    

 

 

Total Shareholder Return

    –23.6%     38%  

    Pay for Performance and CEO Compensation

        As noted above, our compensation programs reward achievement of a variety of measures.

    In 2014, annual incentive payments reflected strong net earnings from continuing operations performance above target levels and return on operating assets employed (ROAE) performance at the target level (in both cases, after excluding certain other non-recurring reorganization charges). Based on this performance, annual incentive payments for 2014 were higher than those made for 2013 performance.

    New awards remain strong and our named executives received VDI payments that were at maximum levels (and substantially above those made in 2013) to reflect the company's performance against the new awards gross margin measures.

    In light of these results, 2014 total direct compensation for our CEO increased from the prior year (excluding his 2008 retention payment that vested in 2013), with his total direct compensation slightly above the peer group median for target total direct compensation.

    Actual cash compensation and actual total direct compensation for our CEO for 2014, as compared to (i) his actual compensation for 2013, (ii) his target compensation for 2014 and (iii) the target peer group median (as of our latest compensation review in August 2014), is illustrated below.

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CEO Compensation vs. Target Peer Group Median

Cash Compensation
(in thousands)

GRAPHIC
  Total Direct Compensation
(in thousands)

GRAPHIC

(1)
Does not include the amount of the retention award granted in 2008, which vested in 2013.

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    How Named Executive Compensation is Tied to Performance

        We use a balanced approach to compensation, with total direct compensation ("TDC") consisting of a variety of pay elements designed with different links to performance as described in the table below:

 
 
  Component
   
  Primary Purpose
   
  Linkage to Performance
   
  Percent of
CEO
Target TDC

   

 

 

Base Salary

      Provides a market competitive, stable level of income to attract and retain highly qualified executives      

>

Based on individual experience, performance, organizational responsibility and overall salary movements in the Compensation Peer Group, the Board or the Organization & Compensation Committee (the "Committee"), as applicable, determines an appropriate salary adjustment each year

      11%    

 

 

Annual Incentive Award

      Provides annual cash compensation for performance of measures that drive long-term company value:

Net earnings

Return on operating assets employed

Safety

Strategic operating objectives

     

>

Annual forecasts on net earnings and other factors are made at the beginning of each fiscal year, and are used as the target achievement levels in the annual incentive awards

>

The annual incentive is completely at risk, depending on the level of performance against the criteria

      16%    

 

 

Long-Term Incentives

      Value Driver Incentive Performance Units                    



 

 

 



 

Provide a stock-based long-term retention vehicle that is linked to gross margin associated with new awards, which contribute to backlog, a factor we historically have considered to have a high correlation with stockholder value creation

     

>

Forecasts for new awards gross margin are made at the beginning of each year, and performance units are earned based on the extent to which those expectations are met

>

The performance units vest over three years, with the value increasing or decreasing with the stock price over both the performance and vesting periods

>

The incentive is completely at risk, depending on the performance against the relevant measures (and the stock price)

 



 

25%

 



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  Component
   
  Primary Purpose
   
  Linkage to Performance
   
  Percent of
CEO
Target TDC

   

 

 

 

      Stock Options                    

 

 

 

     

Provide a long-term retention vehicle that is directly linked to stockholder value creation over time

     

>

Stock options vest in equal thirds over three years and attain value only if the stock price grows over the initial grant price

     

24%

   

 

 

 

      Restricted Stock Units                    

 

 

 

     

Provide a long-term retention vehicle that is directly linked to stockholder value creation over time

     

>

Restricted stock units vest in equal thirds over three years, and as such the value to the executive increases or decreases with the stock price performance over the vesting period

     

24%

   

    Compensation Actions for 2014

        The Committee took the following actions with respect to executive compensation for 2014:

    Recommended raising target compensation levels for Mr. Seaton, primarily by increasing the target bonus percentage, so that his total cash compensation and total direct compensation continues to approximate the median compensation for chief executive officers in our Compensation Peer Group;

    Increased base salary levels for the named executives between 3.0% and 4.0% (except with respect to Mr. Oosterveer, who received a 17.5% salary increase to reflect his promotion to Chief Operating Officer) to compensate them for their experience and organizational responsibility and to keep such salaries in line with market compensation for similarly situated executives in the Compensation Peer Group;

    Approved annual incentive award cash payouts that reflected performance that met or exceeded target financial and certain other operational goals, with payouts higher than those made for 2013; and

    Approved VDI payouts at the maximum level to reflect company performance of the relevant new awards margin measures in 2014.

    Corporate Governance Highlights

        Our policies regarding executive compensation reflect our strong focus on sound corporate governance. In particular,

    our change in control agreements are governed by double trigger arrangements and do not provide for tax gross-ups;

    our performance-based compensation arrangements are tied to business metrics that we use in discussing our financial and operating results with our investors and analysts;

    our robust stock ownership guidelines require named executives to retain 100% of the net shares received from equity awards to the extent the guidelines are not met;

    our performance-based compensation is subject to our clawback policy;

    repricing of stock options is not allowed without stockholder approval;

    our policies prohibit hedging, pledging and short-term trading of company common stock;

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    payment of dividends or dividend equivalents on unearned performance awards is prohibited;

    the Committee uses an outside independent consultant who advises on all executive compensation matters as noted earlier on pages 15-16; and

    compensation risk management assessments are conducted and considered on an annual basis.

Components of 2014 Named Executive Compensation

    Base Salary

        The company provides named executives with base salaries that provide a competitive, stable level of income, since most other elements of their compensation are at-risk based on company or stock performance. In determining base salaries for positions held by named executives, the Committee generally targets the 50th percentile (i.e., the median) for similar types of executives within the Compensation Peer Group. Base salaries may deviate from the median to attract key talent and for named executives with varying levels of experience or specialized duties or skill sets. The Committee reviews base salaries for named executives annually and upon a change in responsibilities.

        In evaluating the Chief Executive Officer's base salary and his recommendations for the base salaries of the other named executives, the Committee considered the following factors during its 2014 annual review:

    the Compensation Peer Group data and other general industry survey data for comparable positions;

    individual level of responsibility, performance and contributions to the company;

    internal pay equity based on relative duties and responsibilities;

    the company's 2014 salary budget; and

    the Board's evaluation of the Chief Executive Officer's performance and the Chief Executive Officer's feedback on the other named executives' performance.

        Based on these considerations, the Committee increased base salaries for 2014 between 3.0% and 4.0% for named executives other than Mr. Oosterveer, who received a 17.5% salary increase to reflect his promotion to Chief Operating Officer. Salary increases were determined with a particular focus on providing salaries that approximate the median base pay for similarly situated executives in the Compensation Peer Group. The base salaries for the named executives (following the salary increases), as compared to the median, were as shown below:

 
 
  Named Executive
   
  2014 Base Salary
   
  Compensation Peer Group Median Salary(1)
   

 

 

David T. Seaton

      $1,235,000       $1,281,000    

 

 

Biggs C. Porter

      $816,800       $692,000    

 

 

Peter Oosterveer

      $670,000       $703,000    

 

 

Carlos M. Hernandez

      $611,600       $648,000    

 

 

David R. Dunning

      $515,000       $613,000    

(1)
Information is as of our latest compensation review in July 2014 and is based on public filings of members of our Compensation Peer Group up to and including June 30, 2014.

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        For 2014, the base salaries for Mr. Seaton, Mr. Oosterveer and Mr. Hernandez approximated the median of the Compensation Peer Group. Mr. Porter's base salary was in the top quartile of chief financial officers within the Compensation Peer Group, reflecting his years of experience in various finance positions (including chief financial officer) and our efforts to attract him to the company. Mr. Dunning's base salary was below the median, reflecting his relatively recent promotion to his position.

    Annual Incentive Awards

        Cash-based annual incentives are provided to reward named executives for performance during the year. Each named executive participates in the Fluor Corporation Amended and Restated 2008 Executive Performance Incentive Plan (the "Performance Plan") and is provided with a target annual incentive amount, based on a percentage of his annual base salary. This percentage reflects the executive's respective organizational level, position and responsibility for achievement of the company's strategic goals. For 2014, target bonus percentages approximated the median target bonus percentages for executives with similar job responsibilities within the Compensation Peer Group, except for Mr. Seaton, whose target bonus percentage was between median and the 75th percentile. For 2014, the Committee increased Mr. Seaton's target annual incentive from 130% to 145% of base salary so that his target cash compensation and total direct compensation continue to approximate the median compensation for chief executive officers in our Compensation Peer Group.

        The target annual incentives for 2014 for each named executive were as follows:

 
   
   
   
   
   
   
 
  Named Executive
   
  Percentage of
Base Salary

   
  Target Annual Incentive
Amount

   

  

 

David T. Seaton

    145%     $1,791,000  

  

 

Biggs C. Porter

      85%       $694,300    

  

 

Peter Oosterveer

    85%     $569,500  

 

 

Carlos M. Hernandez

      85%       $519,900    

  

 

David R. Dunning

    85%     $437,800  

        A named executive may receive more or less than the target annual incentive amount, depending on whether the company and the named executive meet, fail to meet or exceed certain performance measures relating to overall company performance, the individual's own performance and, for Mr. Oosterveer, the performance of the Oil & Gas, Power and Industrial & Infrastructure groups during the year. The types of measures and relative weight of those measures are determined by the Committee each year and are tailored to the named executive's position and organizational responsibility. The performance measures have remained fairly consistent over the past five years, but the Committee has adjusted their relative weightings from time to time to reflect the Committee's emphasis on particular goals and, in 2014, the Committee modified the safety measures, as described below.

        When making its determination regarding performance measures, the Committee considers the company's annual operating plan and strategic priorities, as well as the company's performance in the previous year. The discretionary individual performance measure is subjective; and no targets are set for this measure. The other measures for each named executive are objective. The use of multiple financial goals prevents an overemphasis on any one financial metric; and the other metrics assist in

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focusing executives on key areas of importance to the company. The measures, along with their respective weightings, for each named executive were as follows:

 
   
   
   
   
   
   
   
   
   
   
   
   
 
  2014 Measure
   
  David T. Seaton
   
  Biggs C. Porter
   
  Peter Oosterveer
   
  Carlos M. Hernandez
   
  David R. Dunning
   

  

 

Corporate Net Earnings

    50%     45%     35%     45%     45%  

  

 

Corporate Return on Operating Assets Employed (ROAE)

      30%       30%       20%       30%       30%    

  

 

Safety(1)

                     

  

 

Days Away, Restricted and Transfer Incidence Rate

      3%       3%       3%       3%       3%    

  

 

Total Recordable Case Incidence Rate

    3%     3%     3%     3%     3%  

  

 

HSE Audit Score

      4%       4%       4%       4%       4%    

  

 

Energy & Chemicals Group Segment Profit(2)

            10%          

  

 

Industrial & Infrastructure Group Segment Profit

                  10%                

  

 

Discretionary Individual Performance

    10%     15%     15%     15%     15%  

(1)
For all executives other than Mr. Oosterveer, the achievement of each safety measure is based on corporate performance. For Mr. Oosterveer, the achievement of each safety measure is based on the average performance of the operations for which he is responsible (i.e., the Oil & Gas, Power (excluding the operations of NuScale Power, LLC) and Industrial & Infrastructure groups).

(2)
Energy & Chemicals Group segment profit is a combination of Oil & Gas and Power segment profit, excluding the effects of NuScale Power, LLC, which Mr. Oosterveer does not oversee.

Determination of Performance Measures for 2014

        Corporate net earnings ties to the amount of net earnings attributable to Fluor from continuing operations set forth in our financial statements and, when establishing targets for 2014, the Committee specifically excluded certain expenses associated with our reorganization efforts. Corporate ROAE is calculated by dividing full year corporate net earnings (excluding after-tax interest expense) by net assets employed. Net assets employed is defined as total assets (excluding excess cash and current and non-current marketable securities) minus current liabilities (excluding non-recourse debt) and is calculated based on average net assets reported for the previous five quarters. For 2014, corporate ROAE was calculated using the net earnings amount discussed above.

        Safety consists of three distinct measures: (i) Fluor's days away, restricted and transfer ("DART") incidence rate, (ii) Fluor's total recordable case incidence rate and (iii) Fluor's health, safety and environmental (HSE) audit score. Fluor's DART incidence rate is defined as a work-related injury or illness that involves days away from work beyond the day of injury or onset of the illness or otherwise results in a work restriction or transfer but no lost time. The measure has been modified from prior years to include not only days away from work but also restrictions or transfers. Fluor's total recordable case incidence rate is defined as a work-related injury or illness that results in one or more of the following: days away from work, restricted work or transfer to another job, medical treatment beyond first aid, loss of consciousness, a significant injury or illness diagnosed by a physician or other licensed

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health care professional, or death. Incidence rates for both measures represent the number of recordable cases per 100 full-time workers (working 40 hours per week, 50 weeks per year), and are calculated using the following equation:

GRAPHIC

Fluor's HSE audit score measures Fluor's performance of approximately 80 leading indicators in the critical areas that drive performance and safety on our projects. Each indicator is given a score by the HSE corporate audit team based on project performance, with the overall score being the average of the scores for all indicators across audited projects. The HSE audit score measure was modified for 2014 to include the performance of all joint ventures for which the company has sole or joint HSE responsibilities for program development and work control.

        Group segment profit is reported in our financial statements on page F-44 of our annual report on Form 10-K as filed with the Securities and Exchange Commission on February 18, 2015. Segment profit is calculated as revenue less cost of revenue and earnings attributable to noncontrolling interests excluding: corporate general and administrative expense; interest expense; interest income; domestic and foreign income taxes; other non-operating income and expense items; and loss from discontinued operations. The Energy & Chemicals group segment profit measure includes segment profit for both the Oil &Gas and Power groups, but excludes the effects of NuScale Power, LLC. A group's segment profit measure can be adjusted at the discretion of the Committee for extraordinary non-operating events. No adjustments were made to this measure in 2014 for purposes of compensation decisions. For all named executives other than the Chief Executive Officer, the discretionary individual measure is given a rating based on subjective evaluations and recommendations by the Chief Executive Officer. In the case of the Chief Executive Officer, individual performance is assessed by the independent directors of the Board.

Annual Incentive Performance for 2014

        The 2014 performance ranges established in February 2014 for each of the measures applicable to our named executives, together with the actual achievement amounts for such measures, are presented below. In setting the 2014 performance ranges for each measure, the Committee took into account our business strategy as well as the economic outlook at the beginning of the fiscal year, in order to provide meaningful targets for the named executives.

        The overall level of achievement of the various performance targets in 2014 was slightly higher than last year, with the net earnings performance measure higher than 2013 performance, and the ROAE measure on par with 2013 performance, after taking into account the exclusions noted above. The company's performance for 2014 varied with respect to each corporate measure. Net earnings (as defined above) was between target and upper target performance, while ROAE approximated target performance. Actual performance of the safety measures, in the aggregate, was higher than 2013 performance but the Committee chose to lower the performance rating for each measure by 0.5 to reflect the Committee's concern over the nature of certain safety incidents, so that the resulting level of safety performance was below 2013 performance.

        With respect to the safety measures, the performance of each measure was between upper target and maximum performance, but after the adjustment by the Committee, was between target and upper target. Group segment profit for Energy & Chemicals (which includes profit from the Oil & Gas and Power groups) was between upper target and maximum performance, while Industrial & Infrastructure

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group segment profit approximated upper target. The actual achievement of the measures, as compared to the various targets, is shown below:

 

                  2014    
 
  Measure (dollars in millions)
   
  2014 Actual Achievement
   
  Minimum
   
  Target
   
  Upper Target
   
  Maximum
   

 

 

 

              (.25/.50 rating)(1)       (1.0 rating)       (1.5 rating)       (2.0 rating)    

 

 

Corporate Net Earnings(2)

    $733.6     $482.5     $689.3(3)     $751.3     $792.7  

 

 

Corporate ROAE

      22.9%(4)       15.5%       22.2%(3)       24.2%       25.5%    

 

 

Safety

                     

 

 

Days Away, Restricted and Transfer Incidence Rate

      .14(5)       .21       .18       .15       .09    

 

 

Total Recordable Case Incidence Rate

    .32(5)     .55     .45     .35     .25  

 

 

HSE Audit Scores

      88.2%(5)       70%       80%       85%       90%    

 

 

Energy & Chemicals Group Segment Profit(6)

    $750.20     $466.20     $666.00     $725.90     $765.90  

 

 

Industrial & Infrastructure Group Segment Profit

      $391.20       $247.80       $354.0       $385.90       $407.10    

(1)
The minimum rating for Corporate Net Earnings and Corporate ROAE is .25, and the minimum rating for Safety and Group Segment Profit is .50. The minimum level for each goal is required to be satisfied before there is any payout for the performance measure.

(2)
The amounts shown are for net earnings attributable to Fluor from continuing operations, excluding certain reorganization expenses.

(3)
Actual achievement must be between 95% and 105% of the target amount for the target to be met.

(4)
Corporate ROAE was calculated using the net earnings number described above.

(5)
The amounts shown in the table are for corporate achievement. For Mr. Oosterveer, the achievement of each safety measure is based on the average performance of the operations for which he is responsible (i.e., the Oil & Gas, Power (excluding the operations of NuScale Power, LLC) and Industrial & Infrastructure groups) and are as follows: (i) Days Away, Restricted and Transfer Incidence Rate—.11; (ii) Total Recordable Case Incidence Rate—.27; and (iii) HSE Audit Scores—87.7%. As mentioned above, the Committee exercised its discretion to lower the performance rating for each of these measures by 0.5 from the actual rating earned based on the achievement shown in the table.

(6)
Includes the results of the Oil & Gas and Power groups, but excludes the effects of NuScale Power, LLC.

        Achievement of the discretionary individual performance measure varied among the named executives because of the difference in the responsibilities and accomplishments of each individual. The Committee determined the achievement of the discretionary individual performance measure for the named executives other than the Chief Executive Officer, after taking into account the Chief Executive Officer's recommendations with regard to those named executives, and also recommended to the Board the achievement of this measure for the Chief Executive Officer. Subjective evaluations made by the Chief Executive Officer were based on each named executive's leadership and group accomplishments. The individual performance measure was not a significant factor in determining compensation, and no named executive's aggregate compensation was materially affected by his level of achievement of this measure.

        Once the achievement amounts are determined and compared to the various targets, each named executive's overall performance rating is calculated by multiplying each measure's rating (which can

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range from 0% to 200% achievement, measured on a proportional basis between each of minimum and target, target and upper target, and upper target and maximum) by its relative weighting, and then aggregating those amounts. The aggregate amount (the overall performance rating) is then multiplied by the individual's target annual incentive amount to determine the annual incentive payment for each named executive.

        The annual incentive amounts for 2014 performance for each named executive were determined as follows:

 
 
  Named Executive
   
  Target Annual
Incentive Amount

   
  x
   
  Overall Performance
Rating

   
  =
   
  Annual Incentive
Amount

   

 

 

David T. Seaton

        $1,791,000       x         1.17       =         $2,100,000    

 

 

Biggs C. Porter

        $694,300       x         1.13       =         $784,600    

 

 

Peter Oosterveer

        $569,500       x         1.34       =         $763,200    

 

 

Carlos M. Hernandez

        $519,900       x         1.18       =         $613,500    

 

 

David R. Dunning

        $437,800       x         1.17       =         $512,300    

        For 2014, the annual incentive payment for each of the named executives was between target and upper target achievement based on company, group and individual performance. The 2014 annual incentive rating for each named executive approximated or was slightly higher than his 2013 rating, primarily due to the higher achievement level of the net earnings measure. Annual incentive payments were in line with the historical correlation between payouts and performance.

Changes to Annual Incentive Awards for 2015

        Effective for annual incentive awards granted in 2015, the corporate ROAE measure will be replaced by a cash flow from operations measure, in light of the Committee's determination to include ROAE as a performance measure under the Company's VDI program, as discussed below.

    Long-Term Incentive Program

        In 2014, the company's long-term incentives were awarded by the Committee under the Performance Plan. The plan is designed to allow for awards that create increased value for our stockholders, reward the achievement of superior operating results, facilitate the attraction and retention of key management personnel and align the interests of management and stockholders through equity ownership. The total dollar award value for the 2014 long-term awards was targeted and granted at approximately the 50th percentile of the Compensation Peer Group.

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        Consistent with our recent practice, in 2014 the long-term incentive awards for named executives consisted of three components:

 
 
  Component
   
  Percentage
of LTI
Grant Value

   
  Objectives and Benefits of Component
   
    Value Driver Incentive ("VDI") Awards         34%      

>

Provide stock-based compensation (payable in either cash or stock) for the achievement of the measures related to gross margin for new awards (which contribute to backlog, a factor we historically have considered to have a high correlation with stockholder value creation)

   

 

                   

>

Incentivize named executives to grow the business and create stockholder value

   
                     

>

Promote retention and incentivize holders to create stockholder value that will be realized upon deferred (three-year) vesting (which aligns named executives with stockholders)

   
    Restricted Stock Units         33%      

>

Incentivize named executives to create stockholder value that will be realized upon vesting (which aligns named executives with stockholders)

   

 

                   

>

Promote retention over the three-year vesting period since RSUs have value even if the stock price declines or stays flat

   

 

                   

>

Balance our compensation program design, as RSUs take into account both upside and downside risk in our stock price

   
    Non-Qualified Stock Options         33%      

>

Provide returns to the named executive only if the price of Fluor stock has increased from the grant date at the time the option is exercised

   

 

                   

>

Motivate executive officers by providing more potential upside

   

 

                   

>

Promote retention over the three-year vesting period

   

        The Committee believes that the mix of the three components aligns the interests of named executives with those of stockholders by encouraging named executives to focus on both short- and long-term growth of the company, while also providing named executives with a balanced pay package similar to many of our peers. In determining the relevant allocations, VDI grants were valued at the target dollar value (and converted into performance units based on the closing stock price on the date of grant); restricted stock units were valued at the fair market value (closing stock price) on the date of grant; and stock options were valued using the Black-Scholes option pricing model.

        The Committee determines the dollar value of long-term incentive awards for named executives at the first regularly scheduled meeting of the Committee each year, which is typically held in February.

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The determinations are made at that time to coincide with the annual performance review (when prior year performance information is available) and compensation adjustment cycle, which are addressed at that same meeting. The long-term incentive awards are granted after the meeting on the third business day following the publication of our annual results, based on the closing stock price on that date.

Value Driver Incentive Awards

        In 2014, the Committee granted stock-based VDI awards to the named executives. VDI awards are designated as a number of performance units and for 2014 have a one-year performance period, which started on January 1, 2014 and ended on December 31, 2014, after which they are subject to an additional two-year vesting period ending in February 2017.

        The Committee established the following performance criteria and relative weightings for the 2014 VDI awards for named executives:

    60% of the total award is based on new awards gross margin dollars; and

    40% of the total award is based on new awards gross margin percentage.

        The calculation of the target number of units, as well as the eventual determination of the payout of VDI awards, is illustrated below:

GRAPHIC

        New awards gross margin dollars measures the total amount of project gross margin that the company expects to receive as a result of projects awarded within the performance period. New awards gross margin percentage is the total amount of gross margin the company expects to receive as a result of projects awarded within the performance period as a percentage of expected revenue from these projects. The Committee selected these performance criteria because, although measured over a relatively short period, they relate to contracts that typically will extend a number of years into the future and thus will generate, and position the company for, increased future earnings. The Committee believes the inclusion of the two different measures is appropriate given the diversified nature of our business. The relative weightings are determined based on the company's relative business priorities and may be changed from time to time. These measures are not reported in our financial statements, as disclosure of the new awards gross margin targets would result in competitive harm to the company, but are set at levels intended to challenge our executives to achieve business goals established as part of the annual strategic plan. With respect to grants made in the past four years under the current VDI program, the VDI performance rating (which can range from 0.00 to 2.00) has ranged from 1.31 to 2.00 and has averaged around 1.69. The amount of any cash payout is calculated using the stock price on the vesting date, which may be higher or lower than the stock price on the date of grant, thereby impacting the final value of the VDI award.

        In the first quarter of a year, the Committee sets minimum (paid at 50% of target), target (paid at 100% of target), upper target (paid at 150% of target) and maximum (paid at 200% of target) levels for both objectives of the VDI awards for the performance period. When setting these performance goals, the Committee considers the company's past performance, current business outlook and other corporate financial measures. When determining whether the new awards performance goals have been met, the Committee takes into account any changes affecting project gross margin backlog (e.g., scope changes, adjustments or cancellations) that occurred during the year.

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        In the first quarter following the performance period, the Committee determines the actual achievement of the performance measures and adjusts the number of performance units by multiplying the number of performance units by the performance rating (ranging from 0.00 to 2.00). The 2013 and 2014 performance units vest in full approximately three years following the grant date. The 2012 performance units, as adjusted following the performance period, vested half on the one year anniversary of the date of grant and half on the three year anniversary of the date of grant. The performance units are settled in cash or stock, as elected by the named executive, provided that any award for a named executive not meeting company stock ownership guidelines will be settled in stock.

        As noted above, the payment schedule is intended to facilitate retention of the participating executives and to link long-term value of the awards to stock price. A named executive's unvested award is subject to risk of forfeiture if, prior to payment, the named executive'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.

VDI Achievement for 2014

        The actual achievement for the 2014 VDI awards was at the maximum target payout level (i.e., 2.00), based on performance from January 1, 2014 to December 31, 2014. The award will vest in February 2017 and will be paid in cash (based on the closing stock price on the vesting date) or stock. The number of performance units granted to the named executives in connection with the 2014 VDI awards, as adjusted for actual performance, is shown below and is included in the Outstanding Equity Awards at 2014 Fiscal Year End table on page 48.

 
 
  Named Executive
   
  2014 Grant Amount
   
  Number of Units Granted(1)
   
  Earned Units(2)
   

 

 

David T. Seaton

        $2,856,000         36,066         72,132    

 

 

Biggs C. Porter

        $680,000         8,587         17,174    

 

 

Peter Oosterveer

        $816,000         10,305         20,610    

 

 

Carlos M. Hernandez

        $680,000         8,587         17,174    

 

 

David R. Dunning

        $493,000         6,226         12,452    

(1)
Based on the closing stock price on the date of grant ($79.19) and rounded up to the nearest whole share.

(2)
Calculated using a performance rating of 2.00 and rounded up to the nearest whole share, which units will vest on February 6, 2017.

Changes to VDI for 2015

        Effective for VDI Awards granted in 2015 to the chief executive officer and his direct reports, (i) the performance period will be extended to three years and (ii) the performance rating will be based in equal parts on three-year cumulative earnings per share ("EPS") and three-year average annual ROAE. Awards will be paid when earned at the end of the three-year period (i.e., there will be no additional vesting period). In addition, for all grantees of VDI Awards, one hundred percent of the earned award will be paid in shares; and dividends will be credited quarterly on target shares, which will be converted to additional shares at the end of the performance period and paid only on shares actually earned.

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Other Compensation Decisions

        We pay hiring bonuses when necessary or appropriate to attract top executive talent from other companies. We also periodically grant cash or equity retention awards to retain our current highly qualified executives, to reflect competitive market situations, to address specific project objectives or to reinforce succession planning objectives. Executives we recruit must often forfeit unrealized value in the form of unvested equity and other forgone compensation opportunities provided by their former employers. We provide hiring bonuses to compensate them for this lost opportunity; but we also include service requirements in order to retain such executives. For example, in 2012, Mr. Porter received a hiring bonus in the form of restricted stock units in order to compensate him for stock and other awards he forfeited when he left his prior employer. The agreement provides for vesting of the units in equal thirds over three years from his date of hire so long as Mr. Porter remains employed by the company through the vesting dates or may vest earlier if his employment is terminated prior to the vesting date due to death, permanent and total disability, termination without cause or a company-initiated termination following a change in control. In 2013, Mr. Dunning received a retention award in the form of restricted stock units and deferred compensation in order to retain his services in a key role relating to company strategy. For further details on these arrangements, see "New Hire and Retention Agreements" on page 47.

Other Elements of Named Executive Compensation

    Perquisites

        The Committee evaluates perquisites based on their cost efficiency, motivational value and benefits to the company. Perquisites, which are relatively small in relation to total direct compensation, are targeted at the median of the Compensation Peer Group. In 2014, named executives were paid a taxable monthly allowance as a substitute for the company reimbursing or paying for perquisites such as an automobile allowance, tax and financial planning, and company-owned country club membership dues. The taxable monthly allowance is provided so that overall compensation for named executives is competitive. In addition, named executives are required to have a physical examination each year that is paid for by the company. Named executives may have spousal travel paid for by the company only when it is for an approved business purpose, in which case a related tax gross-up is provided. In 2014, the company did not provide any other tax gross-ups. Named executives can make personal use of charter aircraft in conjunction with a business purpose, but the named executive is required to reimburse the company for the incremental operational cost. None of the named executives used charter aircraft in 2014 for personal reasons.

    Executive Deferred Compensation Program

        The named executives are eligible to participate in Fluor's Executive Deferred Compensation Program. The company offers this program to provide retirement and tax planning flexibility and to remain competitive with other companies within our Compensation Peer Group and general industry. Please refer to the discussion in the Nonqualified Deferred Compensation table on pages 53-54 for a more detailed discussion of these arrangements.

    Severance and Change in Control Benefits

        The company provides each of the named executives with 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 base salary and years of service at the time of separation. In addition, each named executive has a change in control agreement that provides additional payments and other benefits if we terminate his employment without cause or if the named executive terminates employment for good reason within

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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 the change in control and to serve as an incentive to their continued commitment to and employment with the company. No gross-up for excise taxes, if any, is payable under the change in control agreements. The company will, however, automatically reduce any payments under the agreement to the extent necessary to prevent payments from being subject to 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" below for a more detailed discussion of these arrangements. Severance and change in control benefits are provided to be competitive with the Compensation Peer Group.

Establishing Executive Compensation

    Compensation Philosophy, Objectives and Risk Assessment

        The Committee has responsibility for establishing and implementing the company's executive compensation philosophy. The Committee reviews and determines all components of named executives' compensation (other than with respect to our Chief Executive Officer's compensation, which the Committee reviews and recommends for approval by our independent directors), including making individual compensation decisions, and reviewing and revising the company's compensation plans, programs and other arrangements.

        The Committee has established the following compensation philosophy and objectives for the company's named executives:

    Align the interests of named executives with those of the stockholders.  The Committee believes it is appropriate to tie a significant portion of executive compensation to the value of the company's stock in order to closely align the interests of named executives with the interests of our stockholders. The Committee also believes that executives should have a meaningful ownership interest in the company and has established and regularly reviews executive stock ownership guidelines.

    Have a significant portion of pay that is performance-based.  Fluor expects superior performance. Our executive compensation programs are designed to reward executives when performance results for the company and the executive meet or exceed stated objectives. The Committee believes that compensation paid to executives should be closely aligned with the performance of the company relative to these objectives.

    Provide competitive compensation.  The company's executive compensation programs are designed to attract, retain and motivate highly qualified executives critical to achieving Fluor's strategic objectives and building stockholder value.

        The Committee reviews the company's compensation philosophy and objectives each year to determine if revisions are necessary in light of market conditions, the company's strategic goals or other relevant factors. In each of the last five years, the Committee determined that no revisions to the executive compensation philosophy and objectives were necessary, although the Committee has adjusted the elements of compensation used to implement its philosophy as compensation practices have evolved.

        In addition, the Committee reviewed the incentive compensation we provide to our named executives, including evaluating the mix of programs and performance criteria, the Committee's ability to exercise discretion over certain components of compensation and our risk management practices

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generally. Based on this review, the Committee believes that our executive compensation programs are designed to appropriately align compensation with our business strategy and not to encourage behaviors that could create material adverse risks to our business.

    Peer Group Comparisons

        In making compensation decisions, the Committee looks at the practices of our Compensation Peer Group. While it is the Committee's intent to keep the Compensation Peer Group the same each year, the Committee annually reviews the composition of the Compensation Peer Group and makes refinements if necessary based on the criteria established by the Committee.

        Since 2009, the Committee has applied a consistent set of criteria and process for selection of the Compensation Peer Group. Potential peer companies were identified by applying the following objective selection criteria:

    Standard & Poor's Global Industry Classification Standard (GICS) codes for the company, our direct competitors and key customers (2010—capital goods, 101010—energy equipment and services, and 101020—oil, gas and consumable fuels);

    Companies commonly identified as peers of direct engineering and construction peers (based on disclosures in their most recent proxy statements);

    Companies with generally comparable pay models; and

    Companies with generally comparable revenues, number of employees and market capitalization value (with a guideline ranging from 0.25x to 4.0x on all three measures, subject to exception for direct competitors and other engineering and construction peers).

        As part of its compensation review for 2014, the Committee reviewed the Compensation Peer Group and determined that the peer group selection criteria should remain unchanged. Using those selection criteria, the Committee determined that three companies should be removed and none added. The companies comprising Fluor's Compensation Peer Group for purposes of establishing 2014 compensation were:

   

AECOM Technology Corporation*

     

Ingersoll-Rand Company Limited

   
   

Chicago Bridge & Iron Company*

     

Jacobs Engineering Group Inc.*

   
   

Cummins Inc.

     

KBR, Inc.*

   
   

Danaher Corporation†

     

L-3 Communications Corporation

   
   

Deere & Company

     

Lockheed Martin Corporation

   
   

Dover Corporation

     

Northrop Grumman Corporation

   
   

Eaton Corporation

     

PACCAR Inc.

   
   

Emerson Electric Co.

     

Parker-Hannifin Corporation

   
   

Foster Wheeler AG*†

     

Quanta Services, Inc.*

   
   

General Dynamics Corporation

     

Raytheon Company

   
   

Halliburton Company

     

Tyco International Ltd.

   
   

Hess Corporation

     

URS Corporation*†

   
   

Illinois Tool Works Inc.

     

W.W. Grainger, Inc.

   

*
Direct competitors and other engineering and construction peers.

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Foster Wheeler AG and Danaher Corporation have since dropped below the prescribed size range and have been removed from the group for purposes of determining 2015 compensation. In addition, URS Corporation has been acquired by AECOM Technology Corporation and will be removed from the group for purposes of determining 2016 compensation.

        The Committee reviews benchmarking comparisons for each named executive based on a job title comparison among the Compensation Peer Group. All job titles that appear to contain similar responsibilities are included in the benchmarking comparisons for each of the named executives.

        The Committee sets target compensation levels for the named executives as follows:

    Base salary compensation is targeted at the 50th percentile for similar job titles, experience and tenure of executives within the Compensation Peer Group. The Committee believes targeting compensation at this level helps the company attract and retain executives. However, from time to time, the Committee may approve compensation at levels outside the 50th percentile depending on a number of factors, including the named executive's experience, skill sets, industry knowledge and other similar attributes.

    Base salary plus annual incentive (i.e., cash) compensation is similarly targeted at the 50th percentile of the Compensation Peer Group for attainment of target-level company and individual performance objectives applicable to annual incentive awards. Annual incentive payments may be made above the 50th percentile if above-target company and individual performance is attained. If company and individual objectives are not met, annual incentive compensation may be below the 50th percentile or not paid at all.

    Total direct compensation, or base salary plus annual and long-term incentive grants, is also targeted at the 50th percentile of the Compensation Peer Group for attainment of target-level company performance. Achievement of superior company performance and continued stock price appreciation will result in growth of actual total direct compensation over time. Below-target company performance and diminishing stock price appreciation will decrease actual total direct compensation.

        A significant portion of total direct compensation is allocated to annual and long-term incentives in accordance with the company's compensation philosophy. The Committee reviews the Compensation Peer Group data each year to determine the appropriate level and mix of incentive compensation including cash-based and equity-based incentives. For 2014, the target allocation between base salary and all other types of incentive compensation as a percentage of the total compensation for the Chief Executive Officer was approximately 11% in base salary and 89% in target annual incentive compensation and long-term incentive award value. The target allocation mix for all other named executives was approximately 18% to 23% in base salary and 77% to 82% in target annual incentive compensation and long-term incentive award value. The differences in the proportion of compensation that is at-risk among the named executives reflects the Committee's policy of providing greater at-risk compensation for executives with the highest amount of responsibility and ability to impact the company results.

        In 2014, Mr. Seaton participated in the same compensation programs with similar metrics as other named executives. His compensation is higher than other named executives to reflect his additional responsibilities as Chief Executive Officer and the target compensation of chief executive officers of our Compensation Peer Group, therefore yielding higher payment opportunities. His 2014 target total direct compensation was $11,426,000, which is slightly higher than the median compensation of $10,972,000 of other chief executive officers in our Compensation Peer Group. The table below illustrates how the components of Mr. Seaton's annualized pay are positioned relative to our

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Compensation Peer Group for other chief executive officers (as of our latest compensation review in July 2014):

 
 
   
   
  David T. Seaton
   
  Peer Group Median
   

 

 

Base Salary

      $1,235,000       $1,281,000    

 

 

Bonus Target

      145%       140%    

 

 

Total Cash Compensation (Base + Bonus) at Target

      $3,026,000       $3,130,000    

 

 

Long-Term Incentive Value at Target

      $8,401,000       $8,078,000    

    Role of Company Management in Compensation Decisions

        Before the Committee makes decisions on base salary and annual and long-term incentives, the Chief Executive Officer reviews compensation for the other named executives and makes recommendations to the Committee based on their individual and group performance. At the beginning of the year, he proposes to the Committee base salary adjustments for the current year, annual incentive award payments for the previous year and current-year long-term incentive grants for each of the other named executives. The Committee reviews and approves the compensation actually paid to the named executives after consideration of the recommendations made by the Chief Executive Officer. The Committee may exercise discretion to modify named executives' compensation from that recommended by the Chief Executive Officer, but did not exercise that discretion for the named executives with respect to 2014 compensation.

Other Aspects of Our Executive Compensation Programs

    2014 "Say on Pay" Advisory Vote on Executive Compensation

        We hold an annual "say on pay" advisory vote to approve our executive compensation. At our 2014 Annual Meeting of Stockholders, stockholders approved the compensation of our named executives, with approximately 96% of the votes cast for approval of the company's executive compensation. The Committee evaluated the results of the 2014 advisory vote at its August meeting and then again in February 2015 when determining executive compensation. The Committee also considered many other factors in evaluating our executive compensation program, including the Committee's assessment of the interaction of our compensation programs with our corporate business objectives, evaluations of our program by our compensation consultant, including with respect to "best practices," and a review of data of our Compensation Peer Group. Taking all of this information into account, the Committee did not make any changes to our executive compensation program and policies as a result of the 2014 "say on pay" advisory vote. However, in response to an evaluation of market practices, the Committee approved for 2015 changes to the VDI program and the annual incentive program as discussed above.

    Clawback Policy

        Pursuant to the company's clawback policy, if the Board determines that any key executive or employee, including any named executive, has engaged in fraud or willful misconduct that caused or otherwise contributed to a need for a material restatement of the company's financial results, the Board will review all performance-based compensation earned by that employee during the fiscal periods materially affected by the restatement. If the Board determines that any performance-based compensation would have been lower if it had been based on the restated results, the Board will, to the extent permitted by applicable law, seek recoupment of performance-based compensation as it deems

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appropriate. To date, the Board has not encountered a situation where a review of compensation pursuant to the policy was necessary.

    Stock Ownership Guidelines

        Executive officers are encouraged to hold Fluor common stock to align their financial interests with those of the stockholders. The company has established ownership guidelines for named executives as follows:

 
 
  Role
   
  Value of Shares or Share Units to be Owned
   

 

 

Chief Executive Officer

      6 times base salary    

 

 

Chief Operating Officer, Chief Financial Officer and Chief Legal Officer

      3.5 times base salary    

 

 

Executive Vice President, Business Development & Strategy

      2 times base salary    

        A named executive is required to settle VDI awards in stock and to retain all company common stock, including 100% of the net shares acquired from the exercise of stock options or the vesting of restricted stock units, to the extent he has not satisfied the guidelines. Unvested restricted stock units and unvested performance units awarded in 2014 and earlier are considered as owned by the named executive in determining whether the named executive has met his ownership guidelines. As of the date of this report, all named executives were in compliance with these stock ownership guidelines.

    Restrictions on Certain Trading Activities

        Our insider trading policy for executive officers and non-management directors prohibits transactions involving short term or speculative trading in, or any hedging or monetization transactions involving, company securities. In addition, our policy prohibits pledging company securities or holding company securities in a margin account.

    Tax Implications

        The Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code (the "IRC"), which generally prohibits the company from deducting compensation in excess of $1,000,000 that is paid to named executives other than the Chief Financial Officer. In February of each year, the Committee sets and approves performance hurdles designed to allow named executives' long-term incentive awards to potentially qualify as "performance based compensation" as defined under Section 162(m) of the IRC. Stock option proceeds are intended to be deductible under the provisions of the stock plans and the structure of the related grant agreements. Historically, we have claimed a deduction for a significant percentage of our covered executives' taxable income. However, because there are uncertainties as to the application of regulations under Section 162(m), as with most tax matters, it is possible that our deductions may be challenged or disallowed. Accordingly, there is no certainty that elements of compensation discussed in this proxy statement will in fact be deductible by the company. In addition, the Committee retains discretion to approve compensation that is not intended to be deductible under Section 162(m) of the IRC if it determines that circumstances warrant such compensation.

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ORGANIZATION AND COMPENSATION COMMITTEE REPORT

        Management of the company has prepared the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K, and the Organization and Compensation Committee has reviewed and discussed it with management. Based on this review and discussion, the Committee recommended that the Compensation Discussion and Analysis be included in the proxy statement for the company's 2015 Annual Meeting of Stockholders.

    The Organization and Compensation Committee

 

 

Peter J. Fluor, Chairman
Peter K. Barker
James T. Hackett
Dean R. O'Hare
Joseph W. Prueher
Matthew K. Rose

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SUMMARY COMPENSATION TABLE

        The table below summarizes the total compensation earned by each of the named executives in 2014. The 2014 named executives are the principal executive officer, the principal financial officer and the three other highest paid executives.

 
 
  (a)
   
  (b)
   
  (c)
   
  (d)
   
  (e)
   
  (f)
   
  (g)
   
  (h)
   
  (i)
   
  (j)
   
 
 
  Name and
Principal Position

   
  Year
   
  Salary
($)(1)

   
  Bonus
($)(2)

   
  Stock
Awards
($)(3)

   
  Option
Awards
($)(4)

   
  Non-Equity
Incentive
Plan
Compensation
($)(5)

   
  Change in
PensionValue
and
Nonqualified
Deferred
Compensation
Earnings
($)(6)

   
  All Other
Compensation
($)(7)

   
  Total
($)(8)

   
    David T. Seaton     2014     $1,228,310         $5,628,271     $2,772,039     $2,100,000     $44,092     $238,781     $12,011,493  
                                         
        Chairman and     2013     $1,185,611     $1,162,283 (9)   $5,467,084     $2,733,099     $1,750,000         $243,221     $12,541,298  
                                         
        Chief Executive Officer     2012     $1,105,798         $4,735,813     $2,364,343     $936,000     $20,673     $183,562     $9,346,189  
 
    Biggs C. Porter       2014       $812,240             $1,340,212       $660,062       $784,600             $106,401       $3,703,515    
 
        Executive Vice President &       2013       $788,597             $1,466,873       $733,294       $728,100             $84,264       $3,801,128    
 
        Chief Financial Officer       2012       $533,088             $4,934,243 (10)     $666,001       $451,700             $37,125       $6,622,157    
                                         
    Peter Oosterveer     2014     $650,798         $1,608,111     $792,061     $763,200     $226,725     $102,237     $4,143,132  
                                         
        Chief Operating Officer     2013     $561,368         $900,120     $449,970     $586,300     $74,374     $74,831     $2,646,963  
                                         
        2012     $511,169     $200,000 (11)   $733,813     $366,338     $388,300     $402,036     $47,728     $2,649,384