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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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Filed by a Party other than the Registrant ☐

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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)

Payment of Filing Fee (Check the appropriate box):

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Fee paid previously with preliminary materials.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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March 17, 2022

Dear Fellow Stockholders:

On behalf of our Board of Directors, thank you for your investment in Fluor. Our Board appreciates that it is elected by you, our stockholders, to oversee the management of our Company for the long-term benefit of all stakeholders.

We are pleased to invite you to join us at our 2022 annual meeting of stockholders to be held on Thursday, May 5, 2022 at 8:30 a.m., Central Daylight Time. This year’s meeting will again be held virtually at www.virtualshareholdermeeting.com/FLR2022. At this year’s meeting, we will vote on the election of nine directors and the ratification of Ernst & Young LLP as Fluor’s independent registered accounting firm. We will also hold a non-binding advisory vote on the compensation of Fluor’s named executive officers. Members of management will report on the state of the Company and respond to stockholder questions.

It is important that your shares be represented and voted at the annual meeting regardless of how many shares you own. Whether or not you plan to join the meeting, we encourage you to review our proxy materials and promptly cast your vote over the internet or by phone. Alternatively, if you 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 any one of these ways will ensure that your shares are represented at the meeting.

Our Board remains committed to serving your interests and greatly appreciates your continued support of our Company. We look forward to you joining us virtually on May 5th.

Sincerely,


	Alan L. Boeckmann Executive Chairman			David E. Constable Chief Executive Officer

“Thank you for your investment in Fluor . . . . Our Board remains committed to serving your interests and greatly appreciates your continued support of our Company.”

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Notice of Annual Meeting of Stockholders


	WHEN Thursday, May 5, 2022 8:30 a.m. Central Daylight Time WHERE Online at: www.virtualshareholdermeeting.com/FLR2022 RECORD DATE Close of business on March 7, 2022			ITEMS OF BUSINESS 1. The election of the nine directors named in the proxy statement to serve until the 2023 annual meeting of stockholders. 2. An advisory vote to approve the Company’s executive compensation. 3. The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for 2022. 4. Such other matters as may be properly presented at the meeting.

All stockholders of record at the close of business on March 7, 2022 are entitled to receive notice of, and to vote at, the annual meeting of stockholders and any adjournment or postponement thereof. The annual meeting will be a virtual meeting, conducted exclusively online at www.virtualshareholdermeeting.com/FLR2022. Stockholders as of the record date may participate in the annual meeting online, vote, submit questions or view the list of registered stockholders during the meeting by visiting the meeting website and logging in with the control number on their proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”).

Please cast your vote by either voting your shares over the internet or by phone, as promptly as possible. Alternatively, if you have received paper copies of your proxy materials, you may complete, sign, date and promptly return the proxy card or voting instruction card in the postage-prepaid return envelope provided, or you may 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 phone. Your prompt response is necessary to ensure that your shares are represented. If you wish to receive paper copies of your proxy materials, including the proxy card or voting instruction card, follow the instructions in the Notice.

				By Order of the Board of Directors,

	March 17, 2022 Irving, Texas			John R. Reynolds Executive Vice President, Chief Legal Officer and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING TO BE HELD ON MAY 5, 2022:
This proxy statement and the Company’s 2021 Annual Report to Stockholders are available at www.proxyvote.com

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PROXY SUMMARY

This is a summary only and does not contain all of the information that you should consider in connection with this proxy statement. Please read the entire proxy statement carefully before voting.

GOVERNANCE HIGHLIGHTS


	Director Independence			✓ 8 out of 9 director nominees are independent ✓ Independent lead director ✓ 100% independent Board committees ✓ Regular executive sessions of independent directors
	Accountability			✓ Annual director elections ✓ Majority voting for directors in uncontested elections
	Evaluation and Effectiveness			✓ Annual board and committee self-evaluations ✓ Annual evaluations of individual directors
	Refreshment and Diversity			✓ Over 40% of director nominees are diverse (three female and two racially or ethnically diverse nominees) ✓ Search process for new directors must include women and minorities among candidates ✓ Board membership criteria takes into consideration diversity of thought and background ✓ Director mandatory retirement age
	Director Engagement			✓ Overboarding policy limits directors’ service to no more than 4 total public company boards
	Compensation Policies			✓ Executive compensation clawback policy ✓ Stock ownership guidelines for directors and executive officers ✓ Prohibition on hedging or pledging Company securities ✓ No single-trigger change-in-control agreements and no excise tax gross-ups in change-in-control agreements
	Stockholder Rights			✓ Stockholder right to call special meetings

VOTING MATTERS

Stockholders are being asked to vote on the following matters:

PROPOSAL		BOARD’S VOTING RECOMMENDATION
1	The election of nine directors to serve until the 2023 annual meeting of stockholders and until their respective successors are elected and qualified. (page 1)	FOR All Nine Directors

2	An advisory vote to approve the Company’s executive compensation. (page 23)	FOR The Advisory Vote

3	The ratification of Ernst & Young LLP as independent registered public accounting firm for 2022. (page 65)	FOR The Ratification of Ernst & Young LLP

FLUOR CORPORATION | 2022 PROXY STATEMENT i

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HOW TO VOTE

You are entitled to vote at the 2022 annual meeting of stockholders if you were a stockholder of record at the close of business on March 7, 2022, the record date for the meeting.

		By Internet			By Telephone

		www.proxyvote.com			1-800-690-6903
		Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voting instruction card or notice.			Call 1-800-690-6903 or the number on your voting instruction card. You will need the 16-digit number included in your proxy card, voting instruction card or notice.

		By Mail			At the Virtual Meeting

		Cast your ballot, sign your proxy card and send by pre-paid mail			Vote your shares online during the annual meeting
		Send your completed and signed proxy card or voting instruction card to the address on your proxy card or voting instruction card.			You may also vote online during the annual meeting by following the instructions provided on the meeting website. You will need the 16-digit number included in your proxy card, voting instruction or notice.

Website References. Website references throughout this proxy statement are provided for convenience only and the content on the referenced websites is not incorporated by reference in, and does not form a part of, this proxy statement.

Forward-Looking Information. This document contains forward-looking statements relating to the manner in which we intend to conduct our activities based on our current plans and expectations. These statements are not promises of our future conduct or policy and are subject to a variety of uncertainties and other factors, many of which are beyond our control. Therefore, the actual conduct of our activities, including the development, implementation or continuation of any program, policy or initiative discussed in this proxy statement and the outcomes of such activities, may differ materially in the future. The statements of intention in this proxy statement speak only as of the date of this proxy statement, and we do not undertake to publicly update any statements in this proxy statement. Read our Annual Report on Form 10-K, which includes a list of factors that could cause actual operational and financial results to differ from those expected. Forward-looking and other statements in this document regarding our environmental and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking social, environmental and sustainability-related statements may be based on standards that are still developing and our internal controls and processes that continue to evolve.

ii FLUOR CORPORATION | 2022 PROXY STATEMENT

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PROPOSAL 1 — ELECTION OF DIRECTORS

Proxy Statement

March 17, 2022

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Fluor Corporation (the “Company” or “Fluor”) of your proxy for use at the annual meeting of stockholders to be held online at www.virtualshareholdermeeting.com/FLR2022 on Thursday, May 5, 2022, at 8:30 a.m. Central Daylight Time, or at any adjournment or postponement thereof. This proxy statement is first being mailed or made available to stockholders on March 17, 2022.

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 the Company’s nominees are current directors, who were elected by stockholders at the 2021 annual meeting and whose terms will expire at the 2022 annual meeting. Each of Alan M. Bennett, Rosemary T. Berkery, David E. Constable, H. Paulett Eberhart, James T. Hackett, Thomas C. Leppert, Teri P. McClure, Armando J. Olivera and Matthew K. Rose has been nominated for election at the annual meeting to serve a one-year term expiring at the annual meeting in 2023 and until his or her respective successor is elected and qualified.

As previously announced, Alan L. Boeckmann decided not to stand for reelection at the annual meeting and will retire from the Board as of the annual meeting date. The Board and Company thank Mr. Boeckmann for his many years of service and contributions.

Each of the nominees listed above has agreed to serve as a director of the Company if elected. The Company knows of no reason why the nominees would not be available for election or, if elected, would not be able to serve. If any of the nominees decline or are unable to serve as a nominee at the time of the annual meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the Board to fill the vacancy or (2) just for the remaining nominees, leaving a vacancy.

Under the standard applicable to the Company’s director elections, a director must receive the affirmative vote of a majority of the votes cast; except that directors shall be elected by a plurality of the votes cast if the number of director nominees exceeds the number of directors to be elected (a situation we do not anticipate). A majority of the votes cast means that the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. If an incumbent director is not re-elected, the Governance Committee will consider his or her contingent resignation (given prior to the meeting) and make a recommendation to the Board on whether to accept or reject the resignation. The Board will then publicly announce its decision regarding whether to accept the resignation and, if not, the reasons why.

FLUOR CORPORATION | 2022 PROXY STATEMENT 1

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PROPOSAL 1 — ELECTION OF DIRECTORS

Director Nominees

As discussed further below under “Corporate Governance — Consideration of Director Nominees,” the Governance Committee is responsible for reviewing with the Board, on an annual basis (and as needed), the composition of the Board to assess whether the skills, experience and characteristics established by the Board are currently represented on the Board as a whole and in individual Board members, and to assess the criteria that may be needed in light of the Company’s anticipated future needs. Our directors have experience with businesses that operate in industries which we serve, such as oil and gas and infrastructure, and collectively have additional skills that are important to overseeing our business, such as knowledge of construction services, financial matters, risk oversight and compliance, and familiarity with non-U.S. markets. The following pages highlight the specific experience, qualifications, attributes and skills that our individual directors possess which have led the Governance Committee to conclude that each should continue to serve on the Board, and therefore may not list all of the skills and experience that each director possesses.

Director Skills Matrix

Alan M. Bennett

Rosemary T. Berkery

David E. Constable

H. Paulett Eberhart

James T. Hackett

Thomas C. Leppert

Teri P. McClure

Armando J. Olivera

Matthew K. Rose

Attributes and Experience

Total

Independent

●

8/9

New Director Added in the Last 3 Years

●

4/9

CEO of a Public Company

●

7/9

Finance/Accounting Knowledge

●

9/9

Governance/Compliance

●

9/9

Human Resources/Compensation

●

9/9

Industry Experience

●

5/9

International Business

●

7/9

Legal

●

2/9

Mergers and Acquisitions

●

9/9

Risk Management

●

9/9

Strategic Planning and Focus

●

9/9

Independence	Diversity	New Directors
89%	44%	44%
of our nominees are independent	of our nominees are diverse (33% female and 22% racially or ethnically diverse)	of our nominees were added in the last 3 years

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PROPOSAL 1 — ELECTION OF DIRECTORS

Director Biographies

The following biographical information is furnished with respect to each of the nominees for election at the annual meeting.

ALAN M. BENNETT

	Lead Independent Director Age: 71 Director Since: 2011 Board Committees: Audit (Chair), Executive and Organization and Compensation Independent: Yes			POSITION AND BUSINESS EXPERIENCE
				President and Chief Executive Officer of H&R Block, Inc., a publicly traded entity providing tax, banking and business and consulting services, from 2010 until his retirement in 2011; Interim Chief Executive Officer of H&R Block from 2007 to 2008; Senior Vice President and Chief Financial Officer of Aetna Inc., a provider of health care benefits, from 2001 to 2007.
				KEY ATTRIBUTES, EXPERIENCE AND SKILLS
				Mr. Bennett brings a deep understanding of business operations, finance, 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 PUBLIC COMPANY BOARD SERVICE
				• Director, Halliburton Company • Director, The TJX Companies, Inc.

ROSEMARY T. BERKERY

	Age: 68 Director Since: 2010 Board Committees: Governance (Chair), Audit and Executive Independent: Yes			POSITION AND BUSINESS EXPERIENCE
				Vice Chair of UBS Wealth Management Americas and Chair and Chief Executive Officer of UBS Bank USA, each a wealth management banking business, from 2010 until her retirement in April 2018; Vice Chairman, Executive Vice President and General Counsel of Merrill Lynch & Co., Inc., a global securities and financial services business, from 2001 to 2008; joined Merrill Lynch 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 Board. Her experience leading a $50 billion wealth management bank allows her to provide valued counsel on matters such as finance, banking arrangements, global business strategies, marketing and risk management. In addition, her 35 years in the legal field make her an excellent resource to the Governance Committee and the Board on legal and compliance matters.
				OTHER PUBLIC COMPANY BOARD SERVICE
				• Director, Mutual of America Life Insurance Company • Director, The TJX Companies, Inc.

FLUOR CORPORATION | 2022 PROXY STATEMENT 3

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PROPOSAL 1 — ELECTION OF DIRECTORS

DAVID E. CONSTABLE

	Age: 60 Director Since: 2019 Board Committees: Executive Independent: No			POSITION AND BUSINESS EXPERIENCE
				Chief Executive Officer (since 2021) of Fluor; Executive Vice President, Office of the CEO of Fluor in 2020; Chief Executive Officer (from 2011) and President (from 2014) of Sasol Limited, a publicly traded integrated chemicals and energy company, until his retirement in 2016; Group President, Project Operations at Fluor from 2009 to 2011; Group President, Power at Fluor from 2005 to 2009; first joined Fluor in 1982.
				KEY ATTRIBUTES, EXPERIENCE AND SKILLS
				Mr. Constable, the Company’s Chief Executive Officer, brings to the Board extensive experience with, and knowledge of, the Company’s business and strategy. His 30 plus years of service at Fluor, including as Group President of both Project Operations and Power, and his perspective as a client during his role as Chief Executive Officer of Sasol, provide the Board with a unique perspective of the Company and its industry. In addition, his roles as a director at other public companies within the industries we operate give him the experience to provide valuable advice on commercial strategies and operational risk.
				OTHER PUBLIC COMPANY BOARD SERVICE
				• Director, ABB Ltd. • Former director, Rio Tinto Limited and Rio Tinto plc • Former director, Anadarko Petroleum Corporation

H. PAULETT EBERHART

	Age: 68 Director Since: 2020 (with prior service from 2010 to 2011) Board Committees: Commercial Strategies and Operational Risk and Organization and Compensation Independent: Yes			POSITION AND BUSINESS EXPERIENCE
				Chair and Chief Executive Officer of HMS Ventures, a privately-held business involved with technology services and the acquisition and management of real estate, since 2014; President and Chief Executive Officer of CDI Corp., a provider of engineering and information technology outsourcing and professional staffing services, from 2011 through 2014; Chair and Chief Executive Officer of HMS Ventures from 2009 to 2011; President and Chief Executive Officer of Invensys Process Systems, Inc., a process automation company, from 2007 to 2009.
				KEY ATTRIBUTES, EXPERIENCE AND SKILLS
				Ms. Eberhart’s qualifications to serve on the Board include her many years of service as a Chief Executive Officer at both private and public companies. Her board service at other companies, including as a lead director at a public company, provides valuable corporate governance experience. In addition, her many years of service as an executive at Electronic Data Systems Corporation bring valuable operational, financial and accounting expertise to the Board.
				OTHER PUBLIC COMPANY BOARD SERVICE
				• Director, KORE Group Holdings, Inc. • Director, LPL Financial Holdings Inc. • Director, Valero Energy Corporation • Former director, Anadarko Petroleum Corporation • Former director, Cameron International Corporation • Former director, Vine Energy Inc.

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PROPOSAL 1 — ELECTION OF DIRECTORS

JAMES T. HACKETT

	Age: 68 Director Since: 2016 (with previous service from March 2001 to April 2015) Board Committees: Organization and Compensation (Chair), Commercial Strategies and Operational Risk and Executive Independent: Yes			POSITION AND BUSINESS EXPERIENCE
				President of Tessellation Services, LLC, a privately-held consulting services firm, since 2013; Executive Chairman of Alta Mesa Resources, Inc., an onshore oil and gas exploration and production company, from 2018 to 2020; Chief Executive Officer of Kingfisher Midstream, LLC, a wholly owned subsidiary of Alta Mesa, from 2018 to 2020; Interim Chief Executive Officer of Alta Mesa from 2018 to 2019; Partner of Riverstone Holdings LLC, an energy and power focused private investment firm, from 2013 to 2018; Executive Chairman of Anadarko Petroleum Corporation from 2012 to 2013; Chief Executive Officer of Anadarko from 2003 to 2012. Alta Mesa Resources, Inc. and Kingfisher Midstream, LLC, and certain of their subsidiaries, filed for protection under Chapter 11 of the United States Bankruptcy Code in September 2019 and January 2020, respectively.
				KEY ATTRIBUTES, EXPERIENCE AND SKILLS
				Mr. Hackett has extensive knowledge of the global oil and gas industry. His several decades of executive experience, as well as his experience serving on other public company boards and as a former Chairman of the Board of the Federal Reserve Bank of Dallas, enable him to provide respected guidance on business strategy and financial matters, as well as perspective about the oil and gas and power markets.
				OTHER PUBLIC COMPANY BOARD SERVICE
				• Director, Enterprise Products Partners L.P. • Director, NOV Inc. • Former director, Alta Mesa Resources, Inc.

THOMAS C. LEPPERT

	Age: 67 Director Since: 2019 Board Committees: Commercial Strategies and Operational Risk and Governance Independent: Yes			POSITION AND BUSINESS EXPERIENCE
				Chief Executive Officer of Kaplan, Inc. a provider of education services to colleges, universities and businesses from 2014 until his retirement in 2015; President and Chief Operating Officer of Kaplan from 2013 to 2014; Mayor of the City of Dallas from 2007 to 2011; Chairman and Chief Executive Officer of The Turner Corporation from 1999 to 2006, one of the largest construction services companies in the U.S.
				KEY ATTRIBUTES, EXPERIENCE AND SKILLS
				Mr. Leppert’s diverse leadership background in the public and private sectors, both as a corporate chief executive officer and elected official, provide him with valuable experience in business, strategy, project management and governance. His prior service as Chief Executive Officer of The Turner Corporation provide unique insight and experience in the construction services industry.
				OTHER PUBLIC COMPANY BOARD SERVICE
				• Former director, Tutor Perini Corporation • Former director, W.S. Atkins PLC

FLUOR CORPORATION | 2022 PROXY STATEMENT 5

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PROPOSAL 1 — ELECTION OF DIRECTORS

TERI P. MCCLURE

	Age: 58 Director Since: 2020 Board Committees: Audit and Governance Independent: Yes			POSITION AND BUSINESS EXPERIENCE
				Chief Human Resources Officer and Senior Vice President, Labor at United Parcel Service, Inc., the world’s largest package delivery company and provider of global supply chain management services, from 2016 until her retirement in 2019; Senior Vice President, Legal, Compliance & Public Affairs, General Counsel & Secretary at UPS from 2006 to 2016; General Counsel at UPS from 2005 to 2006; joined UPS in 1995.
				KEY ATTRIBUTES, EXPERIENCE AND SKILLS
				Ms. McClure’s long tenure as a senior executive of a large, publicly traded company makes her a valued member of our Board. Her broad experience and expertise provide unique knowledge in human capital strategy and executive compensation, as well as compliance, regulatory, corporate governance and legal matters.
				OTHER PUBLIC COMPANY BOARD SERVICE
				• Director, GMS, Inc. • Director, JetBlue Airways Corporation • Director, Lennar Corporation

ARMANDO J. OLIVERA

	Age: 72 Director Since: 2012 Board Committees: Commercial Strategies and Operational Risk (Chair) and Governance Independent: Yes			POSITION AND BUSINESS EXPERIENCE
				Partner in the Ridge-Lane Limited Partners Sustainability Practice from 2018 to 2021; President (from 2003) and Chief Executive Officer (from 2008) of Florida Power & Light Company, an electric utility that is a subsidiary of a publicly traded energy company, until his retirement in 2012; joined Florida Power & Light in 1972.
				KEY ATTRIBUTES, EXPERIENCE AND SKILLS
				Mr. Olivera’s tenure as the former President and Chief Executive Officer of one of the largest electric utilities in the United States provides him with extensive knowledge of financial and accounting matters, as well as strong business leadership skills. Additionally, his experience as a consultant and his role as a director of other public companies give him the experience to provide valuable advice from a governance, sustainability and risk perspective.
				OTHER PUBLIC COMPANY BOARD SERVICE
				• Director, Consolidated Edison, Inc. • Director, Lennar Corporation

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PROPOSAL 1 — ELECTION OF DIRECTORS

MATTHEW K. ROSE

	Age: 62 Director Since: 2014 Board Committees: Audit and Organization and Compensation Independent: Yes			POSITION AND BUSINESS EXPERIENCE
				Advisor to BDT Capital Partners, LLC, an investment and advisory firm specializing in family and founder-led companies, since 2019; 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”), from 2014 until his retirement in 2019; Chairman and Chief Executive Officer of BNSF from 2002 to 2014; joined BNSF in 1993.
				KEY ATTRIBUTES, EXPERIENCE AND SKILLS
				Mr. Rose’s qualifications 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, makes him a valuable contributor to our Board.
				OTHER PUBLIC COMPANY BOARD SERVICE
				• Director, AT&T Inc.

	BOARD RECOMMENDATION ✓
	The Board recommends a vote FOR the election of all nine director nominees.

FLUOR CORPORATION | 2022 PROXY STATEMENT 7

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CORPORATE GOVERNANCE

Corporate Governance Highlights

We believe that good corporate governance practices promote the principles of fairness, transparency, accountability and responsibility and will provide long-term benefit to our stockholders. During the past year, we continued our annual practice of reviewing our corporate governance policies and practices, comparing them to those suggested by various commentators on corporate governance and the practices of other public companies and engaging with our stockholders on corporate governance issues.

The following highlights some of our core governance values:

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

Each year, our Board reviews all committee charters and in our most recent review the Board updated each of the charters for:

•

the Audit Committee;

•

the Governance Committee; and

•

the Organization and Compensation Committee.

In addition, in November 2021 the Board reviewed and 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.”

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CORPORATE GOVERNANCE

Stockholder Engagement

Fluor has a long tradition of engaging with its stockholders and being responsive to their perspectives. In addition to our regular investor days, we meet with stockholders on corporate governance and other topics of interest to them. Prior to adopting corporate governance initiatives, we consider the policies of our stockholders and solicit certain of their perspectives on potential courses of action. Fluor and our Board have reached out to investors on a number of topics over the last several years, including governance, sustainability and compensation. Since our last annual meeting, we conducted stockholder engagement on topics including our Net Zero 2023 commitment, our diversity, equity and inclusion (“DE&I”) priorities, our CEO transition and executive compensation.

Environmental, Social and Governance Matters

At Fluor, fostering a high-performance culture with purpose is a strategic priority for value creation. In addition to supporting one of our core key values, excellence, a high-performance culture with purpose embraces a focus on environmental, social and governance (“ESG”) matters, including sustainability efforts, promoting social progress, and DE&I.

Our sustainability mission envisions meeting the needs of our clients while conducting business in a socially, economically and environmentally responsible manner to the benefit of current and future generations, thereby creating value for all stakeholders. Fluor helps clients safeguard the environment, conserve energy, protect lives and strengthen economies and social structures of communities.

To oversee our sustainability policies, strategies and programs, we have established a Sustainability Committee, led by an executive with full-time responsibility for sustainability matters. The Sustainability Committee includes representatives of each of our business segments, as well as a cross-functional team of subject matter experts from communications, health, safety and environmental, investor relations, human resources and legal.

Net Zero 2023

As a key priority, in January 2021, we announced our commitment to achieve net zero for Scopes 1 and 2 absolute greenhouse gas (“GHG”) emissions by the end of 2023. By achieving net zero, we seek to address our impact on climate change and demonstrate to all of our stakeholders the importance of managing our GHG emissions. Each quarter we publish a report on www.fluor.com detailing our progress to net zero because it is important that we are transparent with all of our stakeholders.

Diversity, Equity & Inclusion

We are committed to advancing DE&I. We believe that every voice matters, and we value DE&I at every level of our organization. We encourage diversity of cultures and perspectives as we build inclusive, high-performance teams. We listen actively, respect one another and foster an environment with a sense of pride and belonging. We engage and partner with stakeholders who represent and support gender, generation, sexual orientation, mental and physical ability, race and ethnic diversity. We encourage knowledge sharing among our employees and stakeholders.

We are focused on delivering four key impact pillars to advance DE&I:

•

Champion an inclusive culture;

•

Recruit, develop and retain talent;

•

Enhance employee experience; and

•

Improve social progress and impact.

FLUOR CORPORATION | 2022 PROXY STATEMENT 9

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CORPORATE GOVERNANCE

We work with a variety of outreach, community and education organizations, including a range of universities. In 2021, we added three historically Black colleges and universities (“HBCUs”) to our Global University Sponsorship Program. We also announced that we will provide $1 million, including matching donations over three years, to the three HBCUs.

We are committed to strengthening our talent pipeline by expanding diversity in recruiting. We post our job openings internally and externally to reach a broad, diverse pool of candidates from all backgrounds. We have implemented a balanced slate candidate selection practice for manager positions and above, which enables the identification of diverse candidates for positions across our offices and business lines.

We have established six regional inclusion councils to drive region-specific diversity and inclusion. In addition, we currently have four employee resource groups (“ERGs”): Black Employee Alliance (“BEA”), Emerging Leaders Group (“ELG”), Graduates Advancing to Professionalism (“GAP”) and Growing Representation & Opportunity for Women (“GROW”). ERGs are a critical component of strengthening our culture of inclusion by encouraging employee engagement, attracting and retaining talent and offering allyship of shared identity individuals to share new ideas, insights and perspectives.

Board Oversight of ESG

The Board is highly engaged in assessing sustainability and ESG matters and regularly receives updates on our performance, initiatives and challenges. Each of our Board’s committees has responsibilities overseeing aspects of ESG as detailed in their charters. In particular, the Governance Committee and the Organization and Compensation Committee play key roles in ESG oversight:

•

The Governance Committee regularly receives reports from management regarding ESG efforts and reviews and discusses public reporting on these topics, as well as reviews and discusses ESG strategy, initiatives and policies with management. The Governance Committee makes recommendations regarding policies and procedures relating to charitable, education and political contributions. The Governance Committee also oversees Board composition, qualifications and diversity.

•

The Organization and Compensation Committee plays a key role in human capital management and DE&I, overseeing our strategic employment and workplace policies, practices and outcomes, including those related to equal opportunity, nondiscrimination, diversity in the workplace and environmental, health and safety policies. The Organization and Compensation Committee also reviews and monitors the Company’s top level organizational structure and senior management succession planning.

You can read more about our priority to develop a diverse workforce, our achievements in health, safety and environmental matters, our commitment to integrity and ethical business conduct and our proactive approach to community involvement and other sustainability efforts, by visiting our Sustainability Report at www.fluor.com under the “Sustainability” — “Sustainability Report” section. The Sustainability Report was developed using the Sustainability Accounting Standards Board standards and other standards.

Board Independence

In accordance with New York Stock Exchange (“NYSE”) 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 NYSE standards of independence, 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.

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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 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 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 director nominees (other than Mr. Constable) is independent of the Company and its management under NYSE listing standards and the standards set forth in our Corporate Governance Guidelines. The Board previously had determined that Mr. Peter J. Fluor, who served on the Board during part of 2021, was independent. The Board also determined that each of the members of the Audit, Commercial Strategies and Operational Risk, Governance and Organization and Compensation Committees has no material relationship with Fluor and is independent within the meaning of the NYSE standards and our director independence standards for such committee.

Mr. Boeckmann and Mr. Constable are not independent under the NYSE standards and our Corporate Governance Guidelines because of their employment as the Executive Chairman and CEO of the Company, respectively.

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 (Ms. Berkery, Mr. Hackett, Mr. Leppert, Mr. Olivera and Mr. Rose) are affiliated with non-profit organizations that received contributions from the Company in 2021, 2020 or 2019. No organization received contributions in a single year in excess of $100,000; which falls below the thresholds of the Company’s independence standards.

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Risk Management Oversight

	The Board			Monitors how management operates the Company. When granting authority to management, approving strategies and receiving management reports, the Board considers the risks and vulnerabilities the Company faces. In addition, the Board discusses risks related to business strategy at an annual strategic planning meeting. The Board also delegates responsibility for the oversight of certain risks to the Board’s committees, each of which reports at least quarterly to the Board regarding the areas they oversee.
	Audit Committee			Coordinates and communicates with the Board’s Commercial Strategies and Operational Risk Committee regarding strategic and operational risks. Reviews and discusses with management the framework for identifying enterprise risks, including the overall enterprise risk management process, the methods of risk assessment, the risk mitigation strategies and the overall effectiveness of guidelines, policies and systems with respect to risk assessment and management. Reviews and discusses with management significant enterprise risks, including those associated with overall financial reporting, disclosure process, legal matters, regulatory compliance, cybersecurity, information technology (“IT”) and data privacy, as well as accounting risk exposure and policies and procedures for derivative and foreign exchange transactions and insurance coverage.
	Commercial Strategies and Operational Risk Committee			Reviews and discusses with management commercial strategies and operational risks, significant prospective and current projects, including major strategic and operational risks with respect to such prospects and projects, as well as risk identification, risk assessment and risk mitigation policies, procedures and practices for its strategic and operational risks.
	Organization and Compensation Committee			Annually reviews compensation policies and programs, as well as the mix and design of short-term and long-term incentive compensation, to confirm that they do not encourage unnecessary and excessive risk taking. Responsible for overseeing employment, workplace, environmental, health and safety policies.
	Governance Committee			Responsible for overseeing issues that may create governance risks, such as board composition, director selection and the other critical governance policies and practices. Reviews and discusses with management the operational, regulatory and reputational risks and impacts of ESG, including management of such risks and impacts.

COVID-19 Risks

From the beginning of the COVID-19 pandemic, the Board has engaged with management in identifying the strategic and operational risks to the Company from the pandemic. The Board has received regular updates from management regarding the impact of COVID-19 on the Company, including our employees, clients and the industries in which we operate. The Board’s discussions have involved a diverse set of issues, including the health and safety of our employees and job sites, the impact of the

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pandemic on the communities where we are located, compliance with applicable laws and regulations and the pandemic’s effects on our clients, operations and results. In addition, the Audit Committee, as part of its oversight of the Company’s financial reporting processes, considered the design and operation of the Company’s internal controls in the context of the COVID-19 environment.

Cybersecurity Risks

Cybersecurity and other IT risks are important areas of focus for the Board, which views management of these risks as essential. As part of its oversight function, the Board devotes significant attention to these matters.

Our Board receives quarterly reports from management that address a broad range of cybersecurity and IT topics, including trends, regulatory developments, data security policies and practices, cybersecurity incidents, current and projected threat assessments and ongoing efforts to prevent, detect and respond to critical threats. In addition, the Audit Committee annually reviews and discusses with management risk issues associated with cybersecurity and IT and policies and controls to mitigate those risks, and periodically meets with our Chief Information Officer to review and discuss cybersecurity risk management and related issues.

Board Leadership

The Chairman of the Board is elected by the Board on an annual basis based on the recommendation of the Governance Committee. The Governance Committee annually reviews the leadership structure of the Board and recommends changes to the Board as appropriate. As set forth in our Bylaws and the Corporate Governance Guidelines, the Board is empowered to choose any one of its members as Chairman of the Board. In 2019, the Board determined that different individuals should hold the positions of Chairman of the Board and CEO of the Company with Mr. Boeckmann serving as Executive Chairman of the Board, which the Board maintained after naming Mr. Constable to serve as CEO. The Board determined this structure to be appropriate following Mr. Constable’s hiring, as it allowed him to focus on strategy, business and day-to-day operations, while enabling Mr. Boeckmann to focus on governance matters and serve as a liaison between the Board and senior management. This structure also has allowed the Board to benefit from Mr. Boeckmann’s prior experience and knowledge of the Company from his prior service as CEO during the time that the Company’s senior leadership was transitioning under Mr. Constable.

In connection with Mr. Boeckmann’s decision to retire from the Board, the Board named Mr. Constable as Chairman of the Board effective upon Mr. Boeckmann’s retirement. The Board has determined that Mr. Constable, as the individual with primary responsibility for managing the Company’s day-to-day operations, will be best positioned to chair regular Board meetings, lead and facilitate discussions of key business and strategic issues, provide input on the agenda for each Board meeting, and perform such other duties as the Board may request from time to time.

To provide for independent leadership, 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. The Lead Independent Director serves for a term of three years and is elected by the independent directors. The duties are closely aligned with the role of an independent chair. In particular, the Lead Independent Director’s 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 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.

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The Lead Independent Director also has the authority to call executive sessions of the independent directors, as needed. In 2020, the independent members of the Board designated Mr. Alan M. Bennett to serve as Lead Independent Director for a three-year term that will expire in October 2023.

The Board believes that its current leadership structure provides independent Board leadership and engagement. In addition, each of the Board’s committees other than the Executive Committee 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 policies and practices related to corporate governance, the director nominations process, our corporate finance strategies and initiatives, and the integrity of our financial statements and internal controls.

Board Meetings and Committees

During 2021, the Board held seven meetings, one of which was a strategic planning session. Each of the current directors attended more than 88% 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 described earlier, the Lead Independent Director presides over all executive sessions of the independent directors. Executive sessions of independent directors take place at each regular Board meeting according to our Corporate Governance Guidelines. During 2021, six executive sessions of the independent directors were held.

The Board has a policy that directors attend the annual meeting of stockholders each year. All ten directors serving on the Board at that time attended the virtual 2021 annual meeting of stockholders.

Our Board has five standing committees:

•

Audit;

•

Commercial Strategies and Operational Risk;

•

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 require approval by the Board.

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The table below shows the current chairs and membership of each committee, and the independence status of each director.

Director

Independent

Audit
Committee

Commercial
Strategies
and
Operational
Risk
Committee

Executive
Committee

Governance
Committee

Organization
and
Compensation
Committee

Alan M. Bennett*

✓

●

Rosemary T. Berkery

✓

●

Alan L. Boeckmann**

David E. Constable

●

H. Paulett Eberhart

✓

●

James T. Hackett

✓

●

Thomas C. Leppert

✓

●

Teri P. McClure

✓

●

Armando J. Olivera

✓

●

Matthew K. Rose

✓

●

* Lead Independent Director ** Executive Chairman C Chair ● Member

AUDIT COMMITTEE

Members:

• Alan M. Bennett, Chair*

• Rosemary T. Berkery

• Teri P. McClure

• Matthew K. Rose*

Each of the directors who serves on the Audit Committee is independent within the meaning set forth in Securities and Exchange Commission (“SEC”) regulations, NYSE standards and our Corporate Governance Guidelines.

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

Meetings During 2021:

Six, including one to review the 2020 Form 10-K and the proxy materials for the 2021 annual meeting.

Key Responsibilities:

The responsibilities of the Audit Committee and its activities during 2021 are addressed in the “Report of the Audit Committee” section of this proxy statement. The Audit Committee also meets in executive sessions, at least quarterly, with the independent registered public accounting firm, the head of internal audit and management. Meetings with management may include any or all of the CEO, the Chief Financial Officer, the Chief Legal Officer and the Chief Compliance Officer. The Audit Committee also has risk oversight responsibilities discussed above, and reviews and discusses with management risk issues associated with cybersecurity and other IT and policies and controls to mitigate those risks.

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COMMERCIAL STRATEGIES AND OPERATIONAL RISK COMMITTEE

Members:

• Armando J. Olivera, Chair

• H. Paulett Eberhart

• James T. Hackett

• Thomas C. Leppert

Each of the members of the Commercial Strategies and Operational Risk Committee is independent within the meaning set forth in NYSE listing standards and our Corporate Governance Guidelines.

Meetings During 2021:

Five.

Key Responsibilities:

The Commercial Strategies and Operational Risk Committee’s primary responsibilities, which are discussed in detail within its charter, are to:

•

review and discuss with management commercial strategies and related risks, as well significant prospective and current projects, including any major strategic and operational risks with respect to such prospects and projects;

•

discuss with management the Company’s risk identification, risk assessment and risk mitigation policies, procedures and practices for its strategic and operational risks; and

•

see that the Board is regularly apprised of strategic and operational risks and associated risk mitigation policies, procedures and practices.

EXECUTIVE COMMITTEE

Members:

• Alan L. Boeckmann, Chair*

• Alan M. Bennett

• Rosemary T. Berkery

• David E. Constable

• James T. Hackett

Each of the members of the Executive Committee is independent within the meaning set forth in the NYSE listing standards and our Corporate Governance Guidelines, other than Messrs. Boeckmann and Constable.

*Retiring from the Board at the 2022 annual meeting. Mr. Constable has been appointed Chair of the Executive Committee, effective upon Mr. Boeckmann’s retirement.

Meetings During 2021:

One.

Key Responsibilities:

When the Board is not in session, the Executive Committee has all of the power and authority of the Board, subject to applicable laws, rules, regulations and listing standards of the NYSE.

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GOVERNANCE COMMITTEE

Members:

• Rosemary T. Berkery, Chair

• Thomas C. Leppert

• Teri P. McClure

• Armando J. Olivera

Each of the members of the Governance Committee is independent within the meaning set forth in the NYSE listing standards and our Corporate Governance Guidelines.

Meetings During 2021:

Four.

Key Responsibilities:

The Governance Committee’s primary responsibilities, which are discussed in detail within its charter, are to:

•

engage in succession planning for the Board;

•

identify qualified candidates to be nominated for election to the Board and directors qualified to serve on the Board’s committees;

•

develop, review and evaluate background information for any candidates for the Board, including those recommended by stockholders, and make recommendations to the Board regarding such candidates. For information relating to nominations of directors by our stockholders, see “— Consideration of Director Nominees” below;

•

oversee the independence of directors;

•

develop, implement, monitor and oversee policies and practices relating to corporate governance, including the Corporate Governance Guidelines and Code of Business Conduct and Ethics for Members of the Board of Directors;

•

oversee the annual evaluation of the Board, its committees and individual directors; and

•

review and receive reports from management regarding ESG efforts, and review and discuss with management public reporting on ESG topics, ESG strategy, initiatives, and policies, progress toward key ESG objectives and the operational, regulatory, and reputational risks and impacts of ESG.

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ORGANIZATION AND COMPENSATION COMMITTEE

Members:

• James T. Hackett, Chair

• Alan M. Bennett

• H. Paulett Eberhart

• Matthew K. Rose

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

Meetings During 2021:

Six. Each of the four regular 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 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 Executive Chairman and the CEO’s compensation, evaluate (in consultation with the other independent directors) the achievement of those goals and recommend the compensation levels of the Executive Chairman and the CEO to the independent directors;

•

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

•

review the compensation for non-management directors annually and recommend changes to the Board; and

•

with respect to human capital management, oversee strategic employment and workplace policies, practices and outcomes, including those related to equal employment opportunity, nondiscrimination, diversity in the workplace, and environmental, health and safety.

In addition to the risk oversight responsibilities described above, the responsibilities of the Organization and Compensation Committee and its activities during 2021 are further addressed in the “Compensation Discussion and Analysis” section of this proxy statement. The Organization and Compensation Committee has the authority under its charter to delegate any portion of its responsibilities to a subcommittee, but did not do so in 2021.

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Consideration of Director Nominees

Director Qualifications and Diversity

The Board believes that our stockholders benefit when the Board includes individuals with a diverse range of backgrounds and experience to give the Board both depth and breadth in the mix of skills represented. Over 40% of our director nominees are diverse individuals, including three women and two racially or ethnically diverse directors.

As provided in our Corporate Governance Guidelines, while all directors should possess business acumen and must exercise sound judgment in their oversight of our operations, the Board endeavors to include in its overall composition an array of appropriate skills and experience in its overall composition. Accordingly, the Board and Governance Committee consider the qualifications of directors and director nominees both individually and in the broader context of the Board’s overall composition and the Company’s current and anticipated future needs.

The Board and Governance Committee also understand the importance of board refreshment and aim to strike a balance between the knowledge that comes from longer-term service on the board with the new experience, ideas and energy that can come from adding directors to the Board. To that end, our Corporate Governance Guidelines provide that non-management directors may not stand for re-election after the end of the year in which they reach the age of 75. In addition, the Board and Governance Committee view the consistent focus on Board membership criteria, Board composition and size, as well as the anticipation of vacancies, to be integral parts of board refreshment.

Director Qualifications

Our Corporate Governance Guidelines contain Board membership criteria that apply to current directors and nominees. The Governance Committee is responsible for reviewing with the Board on an annual basis (and as needed), and recommending to the Board, the skills, experience, characteristics and other criteria for identifying and evaluating Board members. The Governance Committee evaluates the composition of the Board annually (and as needed) to assess whether the criteria established by the Board are currently represented on the Board as a whole, and in individual directors, and to assess the criteria that may be appropriate in light of the Company’s anticipated future needs. This assessment takes into consideration issues of diversity of thought and background (including but not limited to gender, race, ethnicity, national background, geography and age), experience, qualifications, attributes and skills. Criteria that our Board looks for in a candidate include, among other things, an individual’s business experience and skills, judgment, independence, integrity, reputation and international background, the individual’s understanding of such areas as finance, marketing, IT, regulation and public policy, whether the individual has the ability to commit sufficient time and attention to the activities of the Board, the fit of the individual’s skills and personality with those of other directors in building a Board that is effective, collegial and responsive to the needs of the Company, and the absence of 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, and in the context of its Board and committee evaluations.

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, or skills or experience needs are identified, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through various means, including current Board members, professional search firms, stockholders or other persons. Under our Corporate Governance Guidelines, as part of the search process for each new director, the Governance Committee must include women and minorities in the pool of candidates. The Governance Committee reviews a variety of information about candidates,

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including materials provided by professional search firms, if applicable, or other parties suggesting the candidate. In evaluating candidates, the Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

Stockholder Recommendations

The Governance Committee considers properly submitted stockholder recommendations for candidates for membership on 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. Any materials provided in connection with the recommendation of a director candidate are forwarded to the Governance Committee, which assesses candidates in light of the membership criteria set forth under “— Director Qualifications” above and the Board’s existing composition. Any stockholder wishing to recommend a candidate for consideration by the Governance Committee should submit a recommendation in writing demonstrating their share ownership and indicating the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. This information should be addressed to the Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. Stockholders also have the ability to nominate directors for election in accordance with the Bylaws. See “2023 Annual Meeting of Stockholders — Advance Notice Procedures” and “— Proxy Access Procedures,” and Sections 2.04 and 2.10 of our Bylaws, which are available at www.fluor.com under “Sustainability” — “Governance.”

Related Person Transactions

The Company has adopted a written policy for the approval of transactions to which the Company is a party and in which 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 and determines whether to approve 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 in a transaction with an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The committee will not approve any transaction if it determines the transaction to be inconsistent with the interests of the Company and its stockholders. In addition, the Board has delegated authority to the chair of the Governance Committee to approve 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.

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 NYSE 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 revenue.

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Alan L. Boeckmann, the current Executive Chairman of our Board and the Company’s former CEO, receives distributions of deferred compensation and payments of supplemental benefits under arrangements that were previously disclosed and were approved by the Organization and Compensation Committee and the Board’s independent directors at the time he served as CEO and for which he chose to receive annuity payments.

Certain Legal Proceedings

Since September 2018, eleven separate purported stockholders’ derivative actions were filed against various current and former members of the Board, including our nominees, other than Ms. Eberhart and Ms. McClure, as well as certain of Fluor’s current and former executives. The Company is named as a nominal defendant in the actions. The complaints generally allege federal securities law violations and breaches of the individuals’ fiduciary duties, including for purported oversight failures, with regard to statements that were made concerning the company’s internal and disclosure controls, risk management, revenue recognition and gas-fired power business, which statements the plaintiffs assert were materially misleading. While no assurance can be given as to their ultimate outcomes, the Company does not believe it is probable that it will incur a loss.

Communications with the Board

Individuals may communicate with the Board and individual directors by writing directly to the Board c/o the 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 Secretary at the above address. The Lead Independent Director, with the assistance of Fluor’s internal legal counsel, is 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 provides 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 2021, Mr. Bennett, Ms. Eberhart, Mr. Hackett, Mr. Olivera and Mr. Rose served on the Organization and Compensation Committee. During 2021, there were no compensation committee interlocks between the Company and other entities involving the Company’s executive officers and directors.

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PROPOSAL 2 — EXECUTIVE COMPENSATION

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.

We urge stockholders to read the “Compensation Discussion and Analysis” beginning on page 24, 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, which provide detailed information on the compensation of our named executive officers.

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 executive officers 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 2022 annual meeting of stockholders.

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 2017. After consideration of the vote of stockholders at the 2017 annual meeting of stockholders and other factors, the Board decided to hold advisory votes to approve executive compensation annually until the next advisory vote on frequency. Accordingly, the next advisory vote to approve executive compensation will be held at the 2023 annual meeting of stockholders.

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

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the principles, objectives and features of our compensation program, as well as the decisions made under this program for 2021, for our named executive officers (“NEOs”). For 2021, our NEOs were:

	Name			Position
	David E. Constable			Chief Executive Officer, effective January 1, 2021
	Joseph L. Brennan			Executive Vice President and Chief Financial Officer
	Alan L. Boeckmann			Executive Chairman
	Thomas P. D’Agostino			Group President, Mission Solutions
	Mark E. Fields			Group President, Project Execution
	Garry W. Flowers			Former Executive Vice President, Construction, HSE and Risk, through January 18, 2021(1)

(1)

Mr. Flowers remained employed in a non-executive officer role through June 30, 2021.

Executive Summary

Overview of 2021 Business Context and Performance

In 2021, we continued to make progress on repositioning the Company for sustained and profitable growth as we continue down our path to become the preeminent leader of professional and technical solutions for our clients, while continuing to be a global front runner in the engineering and construction industry. Following several periods of disappointing financial and operational results, during 2019, we initiated a restructuring plan designed to optimize costs and improve operational efficiency. Mr. Boeckmann, who had served as CEO from 2002 to 2011, rejoined the Company as Executive Chairman. Mr. Brennan was appointed as our new Chief Financial Officer, effective July 22, 2020, and in November 2020, we announced the appointment of Mr. Constable as our new CEO, effective January 1, 2021.

In January 2021, our new management team outlined our strategy, Building a Better Future, which includes four strategic priorities:

•

Driving growth across the portfolio, by growing markets outside of the traditional oil and gas sector, including energy transition, advanced technology and life sciences, high-demand metals, infrastructure, nuclear and civil, defense, and intelligence services for governments.

•

Reinforcing financial discipline, and maintaining a solid balance sheet by generating predictable cash flow and earnings.

•

Pursuing contracts with fair and balanced terms, by focusing on more favorable, risk-adjusted agreements that reward Fluor for the value it delivers.

•

Fostering a high-performance culture with purpose, by ensuring execution excellence for our customers, advancing our DE&I efforts and promoting social progress and sustainability.

During 2020 and 2021, our business was adversely affected by the impacts of COVID-19 and the volatility in oil prices. Revenue decreased due to volume declines on completed projects, projects nearing completion and the cancellation of three large projects. Nevertheless, throughout 2021 our new management team focused on advancing our strategic priorities and laying the groundwork for future success:

•

We experienced substantial expansion in many of our end markets and believe we are well-positioned to meet our strategic goal of growing non-traditional oil and gas revenue to 70% of our portfolio;

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•

We made significant reductions in debt and made progress on our company-wide effort to systemically and permanently reduce corporate, operating and real estate costs.

•

We improved the quality of our backlog, with new award gross margins above our 2021 plan, enhanced our corporate risk process and continued to focus on our stringent pursuit criteria.

•

We announced our commitment to achieve net zero emissions for Scopes 1 and 2 GHG emissions by the end of 2023, advanced our DE&I efforts across the Company, and launched performance scorecards for our senior leadership that include ESG goals to drive performance and accountability.

During the first quarter of 2021, we changed the composition of our segments to implement our new strategy and to pursue opportunities in our designated markets. We also made progress on our plans to divest our Stork and AMECO businesses, and expect to complete the sale of Stork and the remaining AMECO operations in mid-2022.

Real Pay Delivery and Performance Alignment

Our executive compensation program is designed to link real pay delivery with performance by establishing rigorous goals for our performance-based annual and long-term incentives that reinforce our business strategy and that support long-term value creation for the Company and our stockholders.

Annual Incentives recognize and reward achievement of near-term objectives that support long-term value creation, including annual goals for net earnings and cash flow from operations, as well as individual achievement of annual strategic goals. We also focus on the safety and well-being of our workforce. Our progress in advancing our strategic priorities in 2021 is reflected in the increase of our stock price from $15.97 at the end of 2020 to $24.77 at the end of 2021, our increased consolidated segment profit for 2021 over 2020, and above target achievement of our 2021 financial goals, resulting in above target payouts of our annual incentives. Average 2021 annual incentives for our NEOs were 135% of target, and ranged individually from 121% to 155%. From 2018 to 2021, annual incentives to NEOs averaged 86% of target, ranging from a low of 46% in 2019 to a high of 135% in 2021, reflecting the improved health of our business under our new management team.

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Long-term incentives represent a much more significant portion of our NEO annual compensation opportunity and are partially based on financial performance over a three-year performance period. Performance-based long-term incentive awards that vested in 2021 earned 18% of target units. From 2018 to 2021, performance-based long-term incentive awards earned an average 25% of target units at vesting, ranging from a low 18% in 2021 to a high of 39% in 2019.

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Because our mid- to longer-range stock-price performance has been below historical norms, non-qualified stock options awarded to NEOs in 2018 and 2019 are underwater, with grant prices ranging from $27.72 in 2019 to $58.15 in 2018. Similarly, the dollar value realized from performance-based long-term incentives that vested in 2018 through 2021 averaged approximately 11% of target dollar value, ranging from a low of 6% in 2020 to a high of 20% in 2018.

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Compensation Mix Supports Pay-for-Performance Alignment

Our compensation mix reinforces our commitment to pay-for-performance alignment. As shown in the charts below, in 2021, 89% of our CEO’s target total direct compensation (“TDC”) and an average of approximately 78% of our other NEOs’ target TDC was in the form of variable compensation, where real pay delivery is variable depending on performance or price of the Company’s common stock.

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(1)

Target TDC consists of actual base salary, target annual incentive and the value of all long-term incentives on the date of the award. Other NEOs’ Target TDC does not include Mr. Flowers, as his annual incentive was pro-rated, and he was not included in the long-term incentives awarded to the other NEOs because he ceased to serve as an executive officer effective January 18, 2021 and terminated employment effective June 30, 2021.

For 2021, annual incentives for NEOs were paid in cash and based on the achievement of pre-established financial, operational and annual strategic goals for the year. Long-term incentives included a mix of restricted stock units (“RSUs”), performance-based equity awards (“Performance Awards”) and non-qualified stock options. The 2021 Performance Awards are settled in shares based on achievement of earnings per share (“EPS”) and return on invested capital (“ROIC”) goals over three one-year periods, adjusted based on the Company’s three-year cumulative total shareholder return relative to companies in the S&P 500 on the date of the award (“Relative TSR”).

Compensation Actions in 2021

In making decisions regarding the compensation opportunities for the NEOs for 2021, the Organization and Compensation Committee (the “Committee”) took into account market conditions and performance, and also considered market data for our compensation peer group (as described beginning on page 41, the “Peer Group”) and general industry peers.

The Committee took the following specific actions with respect to NEO compensation for 2021:

•

Increased base salaries for some of the NEOs to better align with similar positions in our Peer Group and maintain the competitiveness of our overall compensation program.

•

Aligned our 2021 annual incentives with our new strategy by modifying the annual incentive program, which in 2020 was based 90% on strategic performance and 10% on safety due to the delayed filing of the 2019 Form 10-K and the impact of the COVID-19 pandemic. In 2021 we

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returned to performance measures comparable to those used in 2019 and earlier years.

—

The 2021 annual incentive for corporate-level executive officers was based on: (i) 30% corporate net earnings, (ii) 30% cash flow from operations, (iii) 10% safety and (iv) 30% strategic performance.

—

The 2021 annual incentive for executives serving as business group presidents was based on: (i) 15% corporate net earnings, (ii) 15% cash flow from operations, (iii) 30% business group earnings before income taxes, (iv) 10% safety, and (v) 30% strategic performance.

•

Maintained the same mix of long-term incentive awards as 2020, with 50% of the awards being Performance Awards, 35% RSUs and 15% non-qualified stock options.

•

Maintained the same design for the Performance Awards as used in 2020.

Compensation Governance Highlights

Our executive compensation policies reflect our strong focus on sound governance. As in prior years, the following practices and policies were in effect during 2021:

	What we do						What we do not do
	✔ Maintain robust stock ownership guidelines, including a 6x base salary requirement for the CEO. ✔ Maintain a clawback policy for performance-based compensation and forfeiture provisions in our equity awards. ✔ Provide a balanced program design that does not encourage behavior that could create material adverse risks to our business. ✔ Conduct an annual compensation risk assessment. ✔ Recognize DE&I in annual incentive determinations. ✔ Engage an independent compensation consultant for our fully independent Committee.						✘ No single trigger change-in-control agreements. ✘ No excise tax gross-ups in change-in-control agreements. ✘ No repricing of stock options without stockholder approval. ✘ No payments of dividends or dividend equivalents on unvested stock awards. ✘ No hedging, pledging and short-term trading of Company stock.

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How NEO Compensation is Tied to Performance

We use a balanced approach to compensation with a variety of pay elements to support the attraction and retention of key executive talent necessary to run our business, and reward the achievement of both short- and long-term goals, the majority of which are directly linked to performance as described below:

Component	Primary Purpose	Linkage to Performance
Base Salaries	Provide a market competitive, stable level of income to attract and retain top talent	• Individual responsibility, leadership, performance and contributions to the Company, overall salary movements in the Peer Group, and internal pay equity are considered in determining initial salary levels and any salary adjustments each year
Annual Incentives	Provide annual cash compensation for achievement of annual performance goals	• Based on Company achievement of near-term objectives that support long-term value creation, including net earnings, cash flow from operations and safety, as well as achievement of annual strategic goals including DE&I objectives • Completely at-risk, depending on actual performance against the established criteria
Long-Term Incentives
Performance Awards (50% of 2021 LTI)	Provide a stock-based incentive and retention vehicle linked to formulaic financial and Relative TSR measures that focus NEOs on the creation of long-term value	• Performance Awards are earned based on performance against annual EPS and ROIC criteria averaged over three one-year periods, and the Company’s Relative TSR against the S&P 500 • Cliff vest at the end of the performance period, aligning the interests of NEOs with those of long-term stockholders by focusing NEOs on the Company’s financial and Relative TSR performance against the S&P 500 over a three-year period • Completely at-risk, depending on actual performance against the relevant measures and Relative TSR against the S&P 500
Restricted Stock Units (35% of 2021 LTI)	Provide a long-term equity ownership and retention vehicle that is directly linked to stockholder value creation over time	• Vest in equal thirds over three years, aligning the interests of NEOs with those of stockholders by focusing NEOs on the Company’s financial performance over a three-year period • Value is at-risk, increasing or decreasing with the stock price over the vesting period
Stock Options (15% of 2021 LTI)	Provide a long-term vehicle that is directly linked to growing the value of our stock price over time	• Vest in equal thirds over three years and have a ten-year life, aligning the interests of NEOs with those of stockholders by focusing NEOs on long-term stockholder value creation • Completely at-risk, attaining value only if the stock price grows from the initial grant price

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Components of 2021 NEO Compensation

Base Salaries

The Company provides NEOs with base salaries for a competitive, stable level of income, since other elements of their direct compensation are at-risk based on Company performance. The Committee reviews base salaries for NEOs annually and upon a change in responsibilities.

In establishing and annually evaluating base salary levels, the Committee and, with respect to the CEO and Executive Chairman, the independent directors of the Board consider the following factors:

•

The recommendations of the CEO with respect to the base salary levels of the NEOs other than the CEO and Executive Chairman;

•

Peer Group data and general industry survey data for comparable positions prepared by the Committee’s independent consultant;

•

Individual level of responsibility, leadership, performance and contributions to the Company; and

•

Internal pay equity based on relative duties and responsibilities.

Mr. Constable’s salary, which was unchanged from 2020, was set pursuant to the offer letter negotiated when he joined the Company in December 2020. Following the annual review at the beginning of 2021, the base salaries of Messrs. Brennan, D’Agostino and Fields increased 3.0% over 2020, while the base salaries of Messrs. Boeckmann and Flowers remained the same. The 2021 annualized base salaries for the NEOs as of December 31, 2021 (and for Mr. Flowers, as of his last day of employment) were as follows:

Name	2021 Base Salary
David E. Constable		$1,350,000
Joseph L. Brennan		$515,000
Alan L. Boeckmann		$525,000
Thomas P. D’Agostino		$516,400
Mark E. Fields		$618,000
Garry W. Flowers		$600,000

Annual Incentives

Cash-based annual incentives are provided to motivate and reward NEOs for achieving annual performance objectives. In 2021, each of the NEOs participated in the annual incentive award program and had a target annual incentive amount established as a percentage of annual base salary. This percentage reflects each NEO’s respective organizational level, position and responsibility for achievement of the Company’s strategic goals and aligns with market practice.

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The 2021 target annual incentives for each NEO who participated in the 2021 annual incentive award program were as follows:

Name	Percentage of Base Salary		Target Annual Incentive Amount
David E. Constable		150%		$2,025,000
Joseph L. Brennan		85%		$437,800
Alan L. Boeckmann		100%		$525,000
Thomas P. D’Agostino		85%		$439,000
Mark E. Fields		95%		$587,100
Garry W. Flowers(1)		95%		$285,000

(1)

Mr. Flowers’s target annual incentive was pro-rated for the period between January 1, 2021 and June 30, 2021, the last day of his employment.

NEOs could receive from zero to 200% of their target annual incentive amounts, depending on the extent that applicable performance goals were achieved. The types of measures, relative weightings and goals are determined by the Committee each year.

When determining performance measures and goals, the Committee considers the Company’s annual operating plan and strategic priorities at the start of the year, as well as the Company’s performance in the previous year. For 2021, the Committee returned to performance measures comparable to those used in 2019 and earlier years, which were a combination of objective financial targets and strategic and safety performance measures. Target levels of achievement against these goals were tied to goals established at the beginning of the year. The use of multiple financial and strategic goals prevents an overemphasis on any one financial metric and focuses the NEOs on key areas of importance to the Company and its stockholders. The 2021 performance measures, along with their respective weights, for the NEOs were as follows:

2021 Measure	David E. Constable		Joseph L. Brennan		Alan L. Boeckmann		Thomas P. D’Agostino		Mark E. Fields		Garry W. Flowers
Corporate Net Earnings		30%		30%		30%		15%		30%		20%
Cash Flow from Operations		30%		30%		30%		15%		30%		20%
Mission Solutions EBIT		—		—		—		30%		—		—
Safety		10%		10%		10%		10%		10%		10%
Strategic Performance		30%		30%		30%		30%		30%		30%
Corporate Overhead Spend(1)		—		—		—		—		—		20%

(1)

Corporate overhead spend is not a performance measure used for executive officers, and is included for Mr. Flowers because he was no longer an executive officer at the time performance measures were set.

Performance Measures for 2021

Corporate Net Earnings. Corporate net earnings is defined as the amount of net earnings from continuing operations attributable to Fluor.

Cash Flow from Operations. Cash flow from operations is defined as total segment profit plus the change in the business segment working capital accounts (accounts receivable, work in progress, advance billings and accounts payable).

Mission Solutions EBIT (Segment Profit). Mission Solutions Earnings Before Interest and Tax (“EBIT”), the profit measure used for compensation purposes, is typically the same as segment profit, the profit measure reported externally in our financial statements.

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Safety. Safety performance for corporate-level executive officers is assessed based on the Company’s overall safety performance using both leading and lagging performance indicators. For executive officers serving as business group presidents, the assessment is based on the overall safety performance of the business groups for which they are responsible.

Strategic Performance. Strategic performance for each NEO was measured against qualitative annual strategic goals identified at the beginning of the year, which relate to the Company’s strategic priorities and include DE&I objectives.

At the time the Committee approved the performance measures and goals in February 2021, it also approved definitions of corporate net earnings, cash flow from operations and Mission Solutions EBIT that aim to hold management accountable for results from Fluor’s core business operations, which fall under their control, by excluding the following items: (i) expenses, income, gains or losses and taxes related to discontinued or divested operations; (ii) the effect of changes in tax laws, accounting principles, or other such laws or provisions affecting reporting results; (iii) restructuring charges; (iv) NuScale operating results; (v) gains or losses resulting from the curtailment or settlement of defined benefit pension plans in the Netherlands; (vi) significant asset impairments; (vii) effects of significant natural disasters; (viii) significant litigation and regulatory costs and settlements or associated damages and (ix) the impact of foreign currency re-measurement, including embedded derivative effects. Subsequently, when making the final annual incentive determination, the Committee determined to also exclude costs of debt extinguishment that occurred in 2021 and mark-to-market expenses associated with certain cash-settled incentive awards to non-executive officers that we incurred in connection with material increases to the Company’s stock price.

2021 Annual Incentive Determination

The performance ranges for the corporate net earnings, cash flow from operations and Mission Solutions EBIT measures, together with the actual achievement of the measures and the resulting performance ratings, are presented below:

	2021 Performance Ranges (in millions)
Measure(1)	Min	Target	Max	2021 Actual Achievement(2)	Performance Rating
	(0.375 rating)	(1.0 rating)	(2.0 rating)
Corporate Net Earnings	$85.4	$142.3	$199.2	$161.5	1.34
Cash Flow from Operations	$181.0	$301.6	$422.3	$340.9	1.33
Mission Solutions EBIT	$37.4	$62.3	$87.3	$154.9	2.00

(1)

The performance measures are defined above under “— Performance Measures for 2021.”

(2)

The amounts shown exclude certain items discussed above under “— Performance Measures for 2021.”

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The 2021 annual strategic goals and key achievements for each NEO participating in the 2021 annual incentive program, other than Mr. Flowers who was not an executive officer at the time the annual strategic goals were set, were as follows:

Name	Strategic Goal	Key Achievements
David E. Constable	Overall Corporate Strategy	✓ Developed, communicated and implemented our new corporate strategy, Building a Better Future.
	Drive Growth Across the Portfolio	✓ Established energy transition portfolio and launched key account management process, aligning our capabilities with client needs.
	Pursue Contracts with Fair and Balanced Terms	✓ Increased reimbursable backlog and enhanced corporate risk process to increase transparency and management accountability.
	Foster a High-Performance Culture with Purpose	✓ Established Net Zero 2023 and DE&I executive goals across the Company.
Joseph L. Brennan	Reinforce Financial Discipline	✓ Made significant progress towards cost-optimization and realized a run-rate savings of $52 million in 2021.
		✓ Reduced outstanding debt from $1.7 billion to $1.2 billion during 2021 and lowered debt-to-capitalization ratio to 41%
	Foster a High-Performance Culture with Purpose	✓ Sponsored global DE&I Day of Understanding event and Listening & Learning sessions in Dallas office.
Alan L. Boeckmann	Reinforce Financial Discipline	✓ Actively supported the merger agreement between NuScale Power, LLC with Spring Valley Acquisition Corp.
	Pursue Contracts with Fair and Balanced Terms	✓ Improved the Board’s role in the corporate risk process through active involvement with the Commercial Strategies and Operational Risk Committee.
	Foster a High-Performance Culture with Purpose	✓ Led the Board in a renewed focus on ESG matters.
Thomas P. D’Agostino	Drive Growth Across the Portfolio	✓ Supported the “green energy” technology initiatives and growing technological solutions portfolio.
		✓ Mission Solutions supported the U.S. Government in providing humanitarian support for Afghan evacuees as part of Operation Allies Welcome.
	Foster a High-Performance Culture with Purpose	✓ Took an active leadership role in DE&I serving as executive sponsor of the new Black Employee Alliance ERG.
Mark E. Fields	Reinforce Financial Discipline	✓ Drove 17% overhead reduction across project execution functions.
	Pursue Contracts with Fair and Balanced Terms	✓ Enhanced project risk practices to improve project execution.
	Foster a High-Performance Culture with Purpose	✓ Increased the percentage of procurement spending going to minority or women owned suppliers over 2020.

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COMPENSATION DISCUSSION AND ANALYSIS

Achievement of the strategic performance measure varied among the NEOs because of the differences in responsibilities and individual accomplishments.

Each NEO’s strategic performance rating, other than for Messrs. Constable, Boeckmann and Flowers, was determined based on evaluations and recommendations by Mr. Constable that were assessed and subsequently approved by the Committee. In the case of Messrs. Constable and Boeckmann, strategic performance was assessed by the independent directors of the Board after consideration of a recommendation from the Committee. Mr. Flowers, who was no longer an employee at the time strategic performance ratings were approved by the Committee, received a strategic performance rating of 1.00 as determined by the CEO.

The final 10% percent of the annual incentive was determined based on achievement of the safety performance measure from management’s assessment of the overall safety performance of the Company or, in the case of Mr. D’Agostino the Mission Solutions business group, as reviewed and approved by the Committee. No NEO’s aggregate compensation was materially affected by the level of achievement of this measure.

Once the level of achievement for each measure was determined, each NEO’s overall performance rating was calculated by multiplying each measure’s rating (which can range from 0.00 to 2.00) by its relative weighting, and then aggregating those amounts. The overall performance rating was then multiplied by the individual’s target annual incentive amount to determine the annual incentive payment for each NEO. Based on performance, annual incentive award cash payouts averaged 135% of target for the NEOs.

The 2021 target annual incentive percentages and amounts for each NEO who participated in the 2021 annual incentive program, as well as the actual annual incentive amounts to be paid, were as follows:

Name	Percentage of Base Salary	Target Annual Incentive Amount		X		Overall Performance Rating		=		Annual Incentive Amount
David E. Constable	150%		$2,025,000		X		1.38		=		$2,794,500
Joseph L. Brennan	85%		$437,800		X		1.32		=		$577,900
Alan L. Boeckmann	100%		$525,000		X		1.34		=		$703,500
Thomas P. D’Agostino	85%		$439,000		X		1.55		=		$680,500
Mark E. Fields	95%		$587,100		X		1.31		=		$769,200
Garry W. Flowers	95%		$285,000(1)		X		1.21(2)		=		$344,900

(1)

Mr. Flowers’s target annual incentive award was pro-rated for the period between January 1, 2021 and June 30, 2021.

(2)

As noted above, 20% of Mr. Flowers’s annual incentive award was based on corporate overhead spend, which represents the reduction of total segment and functional group overhead spend. Corporate overhead spend had a performance range set at the beginning of the year with minimum, target and maximum goals of $1,292.6 million, $923.3.3 million and $554.0 million, respectively. Actual achievement of 2021 corporate overhead spend was $844.1 million, resulting in a performance rating of 1.21.

Long-Term Incentives

The stockholder-approved 2020 Performance Incentive Plan allows the Committee to grant various forms of long-term equity incentives. The Committee’s objectives in granting long-term equity awards are to motivate NEOs and reward the achievement of superior operating results and total shareholder return, facilitate the attraction and retention of key management personnel and align the interests of management and stockholders through equity ownership.

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NEOs receive long-term incentive awards that reflect grant date accounting values (not ultimately earned amounts), based on market considerations as well as individual contributions, experience, advancement potential and internal pay equity. In 2021, when determining the compensation for the NEOs, the Committee determined that Performance Awards would comprise 50% of the long-term incentive award to NEOs, RSUs would comprise 35% and non-qualified stock options would comprise 15%. Mr. Flowers did not receive long-term incentive awards in 2021 because he had already stepped down from his executive officer role when the awards were made to the other NEOs. Mr. Boeckmann’s stock option award was increased by an additional $1 million to recognize his exceptional performance in 2020.

The Committee believes that the mix of long-term incentive components aligns the interests of NEOs with those of stockholders by encouraging NEOs to focus on long-term growth of the Company, while providing a balanced pay package that aligns with the Peer Group and mitigates potential compensation-related Company risk. In determining the relevant allocations, Performance Awards were valued at the target performance level (and converted into performance units based on the closing stock price on the 2021 award date), RSUs were valued at the fair value (closing stock price) on the award date and stock options were valued using a Black-Scholes option pricing model. RSUs and stock options vest one-third per year in each of the years following the award date. Stock options have a ten-year life subject to continued employment (except in the event of certain qualified terminations of employment).

The 2021 target annual long-term incentive award values approved by the Committee were as follows:

Name	Performance Award Value		RSU Award Value		Non-Qualified Stock Option Award Value		Total Long-Term Incentive Award Value
David E. Constable		$4,675,000		$3,272,500		$1,402,500		$9,350,000
Joseph L. Brennan		$550,000		$385,000		$165,000		$1,100,000
Alan L. Boeckmann		$2,100,000		$1,470,000		$1,630,000		$5,200,000
Thomas P. D’Agostino		$550,000		$385,000		$165,000		$1,100,000
Mark E. Fields		$550,000		$385,000		$165,000		$1,100,000

The total value of the 2021 long-term incentive awards for Messrs. Brennan, D’Agostino and Fields were the same as the 2020 levels.

The Committee determines the dollar value of long-term incentive awards for NEOs at the first regularly scheduled meeting of the Committee each year, which is held in February. The determinations are made at that time to coincide with the annual performance review. The equity awards are then awarded shortly following the publication of our annual results, based on the closing stock price on the date of the award.

2021 Performance Awards

The Performance Awards awarded to the NEOs in 2021 are subject to a three-year performance period, which started on January 1, 2021 and ends on December 31, 2023. The awards will be earned based on actual performance for each year during the three-year performance period relative to goals set for that year, and will vest and be settled in shares in March 2024, subject to continued employment (except in the event of certain qualified terminations of employment) and performance achievement, and will be further adjusted based on Relative TSR performance over the three-year period. Upon vesting, additional shares will be issued equal to the amount of any accrued dividends paid by the Company with respect to shares earned. The three-year performance periods and vesting requirements are intended to facilitate retention of the participating executives and to link the value of the awards to long-term total shareholder return.

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Consistent with 2020, the Committee established the following performance criteria and relative weightings for the 2021 Performance Awards for NEOs:

•

50% of the total award is based on EPS; and

•

50% of the total award is based on ROIC.

The Committee sets performance goals at the beginning of each year, and after the end of the year determines the actual achievement of the performance measures relative to the goals established for the previous year. At the end of the three-year period, the Committee will average the performance from each year and determine the number of earned units by multiplying the number of target units by the average of the three annual performance ratings (which can range from zero to 200%). The number of earned shares for all NEOs will then be modified based on the Company’s Relative TSR. If the Company’s Relative TSR is in the bottom third of the S&P 500, the earned shares will be decreased by 30%. If the Company’s Relative TSR is in the top third of the S&P 500, the earned shares will be increased by 30%. No adjustment will be made if the Company’s Relative TSR is in the middle third. In no event will the number of earned shares exceed two times the target number of shares.

EPS represents diluted earnings per share attributable to Fluor from continuing operations. ROIC is calculated by dividing full year corporate net earnings attributable to Fluor from continuing operations (excluding after-tax net interest) by Net Invested Capital. Net Invested Capital is defined as total stockholders’ equity (excluding accumulated other comprehensive income) plus total external long and short-term debt (excluding non-recourse debt) minus cash, current and non-current marketable securities more than $1.0 billion. EPS and ROIC exclude certain items discussed above under “— Performance Measures for 2021.”

The performance targets for 2021 and the actual achievement and performance ratings are set forth below.

	2021 Performance Ranges (in millions)
Measure	Min	Target	Max	2021 Actual Achievement	Performance Rating
2021 Targets	(0.375 rating)	(1.0 rating)	(2.0 rating)
EPS	$0.61	$1.02	$1.43	$0.79	0.65
ROIC	5.2%	8.7%	12.2%	7.6%	0.80
2021 Average Performance Rating					0.73

The Committee believes that using three annual performance goals instead of a single three-year goal best orients executives to focus on long-term achievements, while avoiding disincentives or windfalls due to volatile economic factors such as commodity prices and currency exchange rates that are difficult to forecast and impact our operating margins and growth. The long-term financial measures are different from the annual incentive financial measures to avoid paying twice for the same performance, and there is a modifier for three-year Relative TSR performance to align pay with stockholder value. When setting these performance goals, the Committee considered the Company’s past performance, business outlook and other corporate financial measures. The Committee also considered how likely it will be for the Company to achieve the goals. We believe that the target goals have been established at levels that should be appropriately difficult to attain. Goals above target are stretch goals and will require an increasingly challenging level of performance to be achieved.

An NEO’s unvested award is subject to risk of forfeiture if, prior to vesting, the NEO’s employment with the Company is terminated for any reason other than retirement, death, disability, or a qualifying termination within two years after a change in control of the Company.

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The eventual determination of the payout of 2021 Performance Awards for the NEOs is illustrated below.

[MISSING IMAGE: tm223608d1-fc_targetpn.jpg]

Achievement for 2019–2021 Performance-Based Equity Awards

Mr. D’Agostino is our only current NEO who received a performance-based equity award in 2019, which we referred to as a Value Driver Incentive (“VDI”) award, subject to three one-year performance periods based on financial performance criteria established at the beginning of each year, as set forth in the table below. Following each year of the performance period, the Committee determined the actual achievement of the performance measures for the previous year. At the end of the three-year period, the Committee averaged the performance outcomes and determined the number of earned units by multiplying the number of target units awarded in 2019 by the average of the three annual performance ratings (which could range from 0.00 to 2.00), and then adjusted the earned number of units based on the Company’s three-year cumulative TSR relative to the engineering and construction peers included in the Peer Group.

Based on the Company’s performance over the performance period, this award was earned at 18% of target, as reflected in the Outstanding Equity Awards at 2021 Year End table. Taking into account the Company’s stock price at the time of vesting, the dollar value realized on the 2019 VDI awards was 11% of the target value on the date of the award.

The 2019 VDI awards for Messrs. Brennan, Fields and Flowers, who were not executive officers in 2019, were based on the same performance measures as the first year of the 2019 VDI awards shown below, calculated over a one-year period (the 2019 calendar year) with a three-year vesting period, and payable in cash. While the 2019 performance goals were not achieved, the Committee approved a payout of these awards at 50% of target.

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COMPENSATION DISCUSSION AND ANALYSIS

The performance targets for each year of the performance period, together with the actual achievement and performance ratings, are set forth below.

	Performance Ranges
Measure	Min	Target	Max	Actual Achievement	Performance Rating
2019 Targets	(.25 rating)	(1.0 rating)	(2.0 rating)
NAGM%(1)	4.0%	8.0%	12.0%	(5.2)%	0.00
NAGM$(2)	$805.2	$1,608.4	$2,412.6	$(467.7)	0.00
ROAE(3)	4.8%	9.7%	14.5%	(24.1)%	0.00
2019 Average Performance Rating					0.00
2020 Targets	(0.375 rating)	(1.0 rating)	(2.0 rating)
EPS	$0.82	$1.36	$1.90	$(0.71)	0.00
ROIC	4.2%	7.0%	9.8%	(2.40)%	0.00
2020 Average Performance Rating					0.00
2021 Targets	(0.375 rating)	(1.0 rating)	(2.0 rating)
EPS	$0.61	$1.02	$1.43	$0.79	0.65
ROIC	5.2%	8.7%	12.2%	7.6%	0.80
2021 Average Performance Rating					0.73
2019–2021 Average Performance Rating					0.24
Relative TSR Modifier					-25%
Final VDI Rating					0.18

(1)

Average annual new awards gross margin percentage (“NAGM%”).

(2)

Average annual new awards gross margin dollars (“NAGM$”).

(3)

Return on assets employed (“ROAE”).

Other Compensation Decisions

Departing Executive Agreements

In January 2021, Mr. Flowers stepped down from his position as Executive Vice President, Construction, HSE and Risk, though he remained employed by the Company as Executive Vice President, Office of the CEO. Subsequently, his position as Executive Vice President, Office of the CEO was eliminated, and in May 2021 he entered into a separation agreement pursuant to which he provided transition services to the Company through June 30, 2021. Under the agreement, Mr. Flowers received a lump sum payment of $1,600,000 at the end of his employment, which included both severance and amounts intended to maintain his engagement as he transitioned out from being an executive officer. He received a pro-rated portion of his 2021 annual incentive award for the period between January 1, 2021 and June 30, 2021, based on his target annual incentive percentage and actual achievement of performance measures as described above. RSUs, performance-based unit awards and non-qualified stock options awarded to Mr. Flowers in 2020 or earlier will continue to vest in accordance with their terms. Mr. Flowers did not receive any long-term incentive awards for 2021. The agreement also provides that Mr. Flowers will make himself reasonably available to assist in any litigation involving the Company, and contains customary confidentiality covenants, a release of claims, and non-competition and non-solicitation restrictions.

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COMPENSATION DISCUSSION AND ANALYSIS

Retention Awards

We periodically grant cash or equity retention awards to reflect competitive market situations, address specific project objectives or reinforce succession planning objectives. No retention awards were made to NEOs in 2021. In 2019, Mr. D’Agostino received a cash retention award which vested in 2021. For further details, see the Summary Compensation Table.

Changes to Executive Compensation for 2022

In response to market practice, effective in 2022 the Corporate Net Earnings performance measure for annual incentive awards will be replaced with earnings before interest, taxes, depreciation and amortization (“EBITDA”), as shown below.

2022 Annual Incentive Measure	Corporate-Level Executive Officers	Business Group Presidents
EBITDA	30%	15%
Cash Flow from Operations	30%	15%
Business Group EBIT	—	30%
Safety	10%	10%
Strategic Performance	30%	30%

In addition, in response to market practices and to increase motivation, effective in 2022 the weightings of the performance measures for long-term Performance Awards for executive officers will be modified to:

	2022 Performance Award Measure			Weighting
	EPS			40%
	ROIC			40%
	Relative TSR			20%

EPS and ROIC performance will remain based on actual achievement of three annual performance goals for each year during the three-year performance period. Relative TSR will be based on the three-year cumulative total shareholder return over the Performance Period relative to the companies in the S&P 500 Index, such that if the Company’s final total shareholder return ranks in the 25th percentile, 50th percentile or 75th percentile of the S&P 500, the Relative TSR performance measure will receive a performance rating of 0.5, 1.0 and 2.0, respectively.

Other Elements of NEO Compensation

Perquisites

In 2021, in lieu of reimbursement of typical perquisites, each of the NEOs was paid a taxable monthly allowance as set forth in the “All Other Compensation” table. The Committee believes that these allowances are reasonable costs and are justified by the perceived value to the NEOs. The allowances are intended to provide convenience considering the demands on the NEOs and are considered an important part of a competitive compensation package in our industry. We do not pay for items such as automobile leasing or tax and financial planning, which are items that are typically reimbursed or paid directly by our peers. When determining the allowance amounts, the Committee considered the value of perquisites provided to similarly situated executives in our Peer Group. In addition, NEOs are required to have a physical examination each year that is paid for by the Company, with results shared with the Company. NEOs 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. NEOs can make personal use of charter aircraft in conjunction with a business purpose, but the NEO is required to reimburse the Company for the incremental operational cost of such personal use.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Deferred Compensation Program

The NEOs 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 Peer Group and general industry. Please refer to the discussion in the Nonqualified Deferred Compensation section beginning on page 53 for a more detailed discussion of this program.

Severance and Change-in-Control Benefits

The Company maintains a severance policy pursuant to which each of the NEOs would be eligible to receive cash severance in the event of a termination of employment by the Company without cause. The Company believes its severance policy assists in attracting and retaining qualified executives. The level of any cash severance payment is based upon salary and years of service at the time of separation. In addition, each NEO has a change-in-control agreement that provides additional payments and other benefits if the executive is terminated without cause or if the NEO terminates employment for good reason within two years following a change in control of the Company. The change-in-control agreements are designed to reinforce and encourage the continued attention and dedication of the executives without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control and to serve as an incentive to their continued commitment to, and employment with, the Company. All potential change-in-control payments are “double trigger,” meaning an NEO must incur a qualifying termination of employment following a change in control to be eligible for these payments. In addition, if any excise taxes are triggered in connection with a change in control, our change-in-control agreements do not provide for a tax gross-up. The Company will, instead, automatically reduce any payments under the agreement to the extent necessary to prevent payments from being subject to those excise taxes, but only if by reason of the reduction, the executive’s after-tax benefit of the reduced payments exceeds the after-tax benefit if such reduction were not made.

Please refer to the discussion under “Potential Payments Upon Termination or Change in Control” beginning on page 55 for a more detailed discussion of these arrangements. Severance and change-in-control benefits are provided to be competitive with the Peer Group.

Establishing Executive Compensation

Compensation Philosophy, Objectives and Risk Assessment

The Committee has responsibility for establishing and implementing the Company’s executive compensation philosophy. The Committee, with the advice of its independent compensation consultant, reviews and determines all components of NEOs’ compensation (other than with respect to the compensation of our CEO and Executive Chairman, 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 program and practices.

The Committee has established the following compensation philosophy and objectives for the NEOs:

•

Align the interests of NEOs 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 to closely align the interests of NEOs with those of our stockholders. The Committee also believes that executives should have a meaningful ownership interest in the Company and as such maintains 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.

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COMPENSATION DISCUSSION AND ANALYSIS

The Committee reviews the Company’s compensation philosophy and objectives each year to determine if revisions are necessary considering 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 specific elements of compensation used to implement its philosophy as the business and operating environment have evolved.

In addition, the Committee reviewed the incentive compensation we provide to our executives, including our NEOs, and evaluated the mix of plans and performance criteria, the Committee’s ability to exercise discretion over certain components of compensation and our risk management practices generally. Based on this review, the Committee believes that our compensation program is designed to appropriately align compensation with our business strategy and not to encourage behavior that could create material adverse risks to our business.

Role of Independent Compensation Consultant

The Committee has the authority under its charter to engage the services of outside legal counsel, compensation consultants and other advisors. In 2021, the Committee again engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as its independent compensation consultant to advise the Committee on all matters related to executive and non-management director compensation. The compensation consultant conducts an annual review of the total compensation program for the CEO and the other NEOs.

In 2021, as part of the Committee’s oversight of certain aspects of risk, FW Cook conducted a broad-based review of the Company’s compensation program and discussed its findings with the Committee, indicating that it believes the Company’s compensation programs do not encourage behaviors that would create material risk for the Company. FW Cook also provided written and verbal advice 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. FW Cook was engaged by, and reports directly to, the Committee and does not perform any other services for the Company. The Committee has determined that FW Cook’s engagement does not raise any conflicts of interest.

Peer Group Comparisons

In making compensation decisions, the Committee looks at the practices of our Peer Group. The Committee annually reviews with FW Cook the composition of the Peer Group and makes refinements if necessary, based on objective criteria established by the Committee.

Since 2009, the Committee has applied a generally consistent process and set of criteria for selection of the Peer Group. Potential peer companies were identified by assessing our direct competitors and key customers; 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 revenue and number of employees ranging from 0.25x to 4.0x of the Company’s revenue and employees, and market capitalization ranging from 0.2x to 5.0x of the Company’s market capitalization, subject to exception for direct competitors and other engineering and construction peers.

For 2021, the Committee determined that the peer group selection criteria should remain unchanged, but made changes to the overall peer group by removing six companies and adding four. Deere & Company, Eaton Corporation plc, Emerson Electric Co., Ingersoll-Rand plc, Johnson Controls International plc and L3 Harris Technologies were removed because they no longer meet the prescribed market capitalization range. To maintain an appropriately sized Peer Group and position the Company within the median range of key size metrics, Baker Hughes Company, Builders FirstSource, Inc., Dycom Industries, Inc. and Navistar International were each added to the Peer Group, all of which meet the selection criteria.

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COMPENSATION DISCUSSION AND ANALYSIS

The companies comprising our Peer Group for purposes of establishing 2021 compensation were:

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

Direct competitors and other engineering and construction peers.

The Committee reviews benchmarking comparisons prepared by its compensation consultant for each NEO against similar positions within the Peer Group.

Role of Company Management in Compensation Decisions

Before the Committee makes decisions on executive compensation, the CEO reviews compensation for the other NEOs other than himself and the Executive Chairman, and makes recommendations to the Committee based on their individual and group performance. Specifically, the CEO proposes to the Committee current year base salary adjustments, annual incentive award target percentages and long-term incentive awards for each of the other NEOs. In addition, the Committee reviews and approves the compensation actually paid to the NEOs after consideration of the recommendations made by the CEO. The Committee has discretion to modify NEOs’ compensation from the CEO’s recommendation but did not exercise that discretion for the NEOs with respect to 2021 compensation.

The independent members of the Board assess the CEO’s performance each year. They also receive input from the Executive Chairman on the CEO’s performance to determine the CEO’s annual incentive payout for the prior year and to set target compensation for the following year, including any base salary adjustment, annual incentive award target percentage and long-term incentive awards. The independent members of the Board also have a thorough discussion before determining the Executive Chairman’s annual incentive payouts for the prior year.

Other Aspects of Our Executive Compensation Program

2021 “Say-on-Pay” Advisory Vote

We hold an annual say-on-pay vote to approve our NEO compensation. At our 2021 annual meeting of stockholders, the compensation of our NEOs was approved by stockholders, with approximately 86% of the votes cast for approval. The Committee evaluated the results of the 2021 advisory vote following the annual meeting. The Committee also considered many other factors in evaluating our executive compensation program, including the Committee’s assessment of the interaction of our compensation plans with our corporate business objectives, evaluations of our program by the Committee’s independent compensation consultant, including with respect to “best practices,” a review of data of our Peer Group, and meetings between members of the Committee and investors. Taking all this information into account, the Committee did not make any changes to our 2021 executive compensation program and policies because of the 2021 say-on-pay vote, since most elements of compensation were established prior to the annual meeting. However, in response to an evaluation of market practices, the Committee approved changes to the company’s annual program as discussed above under “Changes to Executive Compensation for 2022.”

Compensation Clawback Policy

Under our clawback policy, in the event of a material restatement of the Company’s financial results, the Board or a Board committee will evaluate the circumstances and may, in its discretion, recover from any current or former executive officer or employee the portion of any performance-based compensation

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COMPENSATION DISCUSSION AND ANALYSIS

earned by that executive or employee during the periods materially affected by the restatement that would not have been earned had performance been measured on the restated basis. Appropriate language regarding the policy has been included in applicable documents and award agreements.

Outside of our clawback policy, we also consider other potential recourse mechanisms as part of our approach to executive compensation. In addition to potential legal remedies and disciplinary or other employment actions that may be available to the Company, NEO compensation may be subject to forfeiture, recovery, or adjustment in a variety of circumstances under our other policies and agreements. These include: (i) our ability to pursue appropriate remedies for violations of our Code of Conduct; (ii) forfeiture of compensation if an NEO’s employment is terminated for “cause” under the terms of our agreements with NEOs, which includes, among other things, termination for dishonesty, fraud, willful misconduct, breach of fiduciary duty, conflict of interest, commission of a felony, material failure or refusal to perform job duties in accordance with Company policies, material violation of Company policy that causes harm to the Company or its subsidiaries or other wrongful conduct of a similar nature and degree; (iii) forfeiture and recovery of compensation in the event an NEO breaches applicable restrictive covenants; and (iv) potential downward adjustments by the Committee to pay opportunities or incentive plan payouts.

Stock Ownership Guidelines

Executive officers are required to hold Fluor common stock to align their financial interests with those of our stockholders. The Company maintains the following stock ownership guidelines for NEOs based in the U.S.:

Role	Value of Shares or Share Units to be Owned
CEO		6 times base salary
Executive Chairman		3.5 times base salary
Other NEOs		2 times base salary

NEOs may sell shares of Fluor common stock if the guidelines are met after the sale. To the extent an NEO has not satisfied the guidelines, an NEO may only sell up to 50% of the net shares acquired from the exercise of stock options or the vesting of RSUs and Performance Awards. Unvested RSUs and Performance Awards for which performance goals have been achieved (and for which only time-based vesting remains) are considered as owned by the NEO in determining whether the NEO has met the ownership guidelines. As of March 1, 2022, each of the currently employed NEOs has satisfied these stock ownership guidelines.

Restrictions on Certain Trading Activities, including Short Sales, Hedging and Pledging

Our insider trading policy prohibits all directors, employees (including executive officers) and contractors of the Company and its subsidiaries from engaging in short term or speculative trading in Company securities. It is against the policy for directors and employees to trade in puts, calls or other publicly traded “over-the-counter” options in Company securities, or to sell Company securities short. In addition, directors and employees are prohibited from engaging in any hedging or monetization transactions involving Company securities (such as zero cost collars and forward sale contracts).

Directors and employees are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan or otherwise. The policy does not prohibit broker-assisted exercise or settlement of equity awards granted by the Company that may involve an extension of credit only until the sale is settled, provided that any such transaction complies with the terms of the policy. The insider trading policy also applies to securities of the Company’s controlled subsidiaries.

FLUOR CORPORATION | 2022 PROXY STATEMENT 43

TABLE OF CONTENTS

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation earned by or granted to each of the 2021 NEOs in the relevant years. The 2021 NEOs are the individual who held the position of principal executive officer in 2021, the individual who held the position of principal financial officer in 2021, and the three other highest paid executive officers. In addition, Mr. Flowers, who served as an executive officer during a portion of 2021 but not as of December 31, 2021, is considered an NEO because his total compensation in 2021 is above that of the fifth most highly compensated executive officer of the Company who served as an executive officer as of December 31, 2021.

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and Principal Position	Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(5)		Total ($)
David E. Constable		2021		$1,350,045		—		$5,050,366		$1,402,525		$2,794,500		—		$261,751		$10,859,187
Chief Executive Officer		2020		$51,925		$1,000,000		$2,746,342		$2,500,008		—		—		$295,023		$6,593,298
Joseph L. Brennan		2021		$513,296		—		$707,589		$165,019		$577,900		—		$182,887		$2,146,691
Executive Vice President		2020		$411,698		$120,000		$406,373		$45,005		$352,000				$67,426		$1,402,502
and Chief Financial Officer
Alan L. Boeckmann		2021		$525,013		—		$3,856,139		$1,630,036		$703,500		—		$296,563		$7,011,251(6)
Executive Chairman		2020		$477,704		—		$2,188,842		$630,007		$592,200		—		$291,740		$4,180,493
		2019		$323,084		$335,000		$1,350,068		$1,350,013		—		—		$292,818		$3,650,983
Thomas P. D’Agostino		2021		$514,692		$273,769(7)		$1,115,353		$165,019		$680,500		—		$55,840		$2,805,173
Group President
Mark E. Fields		2021		$615,952		—		$1,009,973		$165,019		$769,200		—		$80,448		$2,640,592
Group President
Garry W. Flowers		2021		$295,394		—		$604,768		—		$344,900		—		$2,232,679		$3,477,741
Executive Vice President		2020		$544,908		—		$833,866		$240,002		$666,900		—		$68,688		$2,354,364
		2019		$559,880		$150,000		$2,007,179		—		$773,050		—		$101,629		$3,591,738

(1)

The amounts in column (c) include salary earned, and any time off with pay utilized, during the year.

(2)

The amounts in column (e) represent the aggregate grant date fair value of the RSUs, Performance Awards and VDI awards granted in each year, calculated based on the closing price of the Company’s common stock on the NYSE on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). Under SEC rules, because performance goals are established each year for one-third of the shares subject to 2021 Performance Awards, the 2021 amount includes the grant date fair value of only one-third of the shares subject to the 2021 Performance Awards. For those NEOs who were awarded Performance Awards in 2020, the 2021 amount also includes the grant date fair value of one-third of the shares subject to their 2020 Performance Awards. For Mr. D’Agostino, the 2021 amount also includes the grant date fair value of one-third of the shares subject to his 2019 VDI Award. The grant date fair value of the 2019 VDI award, and the 2020 and 2021 Performance Award tranches reflected as compensation for 2021, is based on the closing stock price of the Company’s common stock on the NYSE on the date of grant, adjusted upward by 3.71%, 2.69% and 14.09%, respectively, to reflect the impact of the Relative TSR modifier on those VDI awards and Performance Awards.

Compensation for the remaining tranches of the 2020 and 2021 Performance Awards will be reported in future Summary Compensation Tables as compensation for the year in which the performance objectives are established.

The chart below details the grant date fair value of the (i) RSUs awarded in 2021, (ii) first tranche of the 2021 Performance Awards, (iii) second tranche of the 2020 Performance Awards, and (iv) third tranche of the 2019 VDI awards, in each case based on target level performance and the assumptions described above, all of which are reported in the table as 2021 compensation. Mr. Constable, who joined the Company as an employee in 2020 did not receive a Performance Award in 2020. In addition, (i) Mr. Brennan, Mr. Fields and Mr. Flowers did not receive VDI awards

FLUOR CORPORATION | 2022 PROXY STATEMENT 45

	Page
Proxy Summary		i
PROPOSAL 1 — ELECTION OF DIRECTORS		1
Director Nominees		2
Director Skills Matrix		2
Director Biographies		3
Corporate Governance		8
Corporate Governance Highlights		8
Stockholder Engagement		9
Environmental, Social and Governance Matters		9
Board Independence		10
Risk Management Oversight		12
Board Leadership		13
Board Meetings and Committees		14
Board and Committee Evaluations		19
Consideration of Director Nominees		20
Related Person Transactions		21
Certain Legal Proceedings		22
Communications with the Board		22
Compensation Committee Interlocks and Insider Participation		22
PROPOSAL 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		23
Compensation Discussion and Analysis		24
Organization and Compensation Committee Report		44
Summary Compensation Table		45
All Other Compensation		47
Grants of Plan-Based Awards in 2021		48
Outstanding Equity Awards at 2021 Year End		51
Option Exercises and Stock Vested in 2021		52
Nonqualified Deferred Compensation		53
Potential Payments Upon Termination or Change in Control		55
CEO Pay Ratio		60
Director Compensation		61
PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		65
Report of the Audit Committee		67
Stock Ownership and Stock-Based Holdings of Executive Officers and Directors		69
Stock Ownership of Certain Beneficial Owners		71
Delinquent Section 16(a) Reports		72
Other Business		72
Additional Information		73
2023 Annual Meeting of Stockholders		74
Questions and Answers About the Annual Meeting and Voting		75