Fluor Corp — Definitive Proxy Statement (DEF 14A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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FLUOR CORPORATION​

(Name of Registrant as Specified In Its Charter)    

   

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

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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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 2026 annual meeting of stockholders to be held on Wednesday, May 6, 2026, at 8:30 a.m., Central Daylight Time. This year’s meeting will again be held virtually at www.virtualshareholdermeeting.com/FLR2026. At this year’s meeting, we will vote on the election of ten directors and the ratification of Ernst & Young LLP as Fluor’s independent registered accounting firm. We will also hold a non-binding advisory vote to approve 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 help ensure that your shares are represented at the meeting.

Our Board remains committed to serving your interests and appreciates your continued support of our Company. We look forward to you joining us virtually on May 6th.

Sincerely,

March 12, 2026

“THANK YOU FOR YOUR INVESTMENT IN FLUOR . . . . OUR BOARD REMAINS
COMMITTED TO SERVING YOUR INTERESTS AND APPRECIATES
YOUR CONTINUED SUPPORT OF OUR COMPANY.”

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

​	When	​	​	​	Wednesday, May 6, 2026 8:30 a.m. Central Daylight Time	​
​	Where	​	​	​	Online at: www.virtualshareholdermeeting.com/FLR2026	​
​	Record Date	​	​	​	Close of business on March 9, 2026	​

​	1	​	​	​	The election of the ten directors named in the proxy statement to serve until the 2027 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 2026.	​
​	4	​	​	​	Such other matters as may be properly presented at the meeting.	​

All stockholders of record at the close of business on March 9, 2026, 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/FLR2026. Stockholders as of the record date may participate in the annual meeting online, vote or submit questions by visiting the meeting website and logging in with the control number on their proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (the “Notice”). Instructions on how to further participate in the annual meeting are described in the accompanying proxy statement.

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. Your prompt response is necessary to help 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,

Kevin B. Hammonds
Chief Legal Officer and Corporate Secretary

March 12 2026, Irving, Texas

 

Fluor Corporation

TABLE OF CONTENTS

PROXY SUMMARY

PROXY SUMMARY

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

GOVERNANCE HIGHLIGHTS

VOTING MATTERS

Stockholders are being asked to vote on the following matters:

 

2026 PROXY STATEMENT   1

FLUOR CORPORATION

HOW TO VOTE

You are entitled to vote at the 2026 annual meeting of stockholders if you were a stockholder of record at the close of business on March 9, 2026, the record date for the meeting.

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, our actual 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. 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. Our 2025 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026, contains a list of factors that could cause actual operational and financial results to differ from those expected. Forward-looking and other statements herein 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 continue to evolve.

 

2   2026 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

 
PROXY STATEMENT

MARCH 12, 2026​

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/FLR2026 on Wednesday, May 6, 2026, 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 12 2026.

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

The terms of each of the Company’s current directors will expire at the 2026 annual meeting. Each of Alan M. Bennett, Rosemary T. Berkery, Charles P. Blankenship Jr., James R. Breuer, Robert G. Card, H. Paulett Eberhart, Lisa Glatch, James T. Hackett, Teri P. McClure and Matthew K. Rose has been nominated for election at the annual meeting of stockholders to serve a one-year term expiring at the annual meeting in 2027 and until his or her respective successor is elected and qualified.

David E. Constable and Thomas C. Leppert will not stand for re-election, and their terms will expire at the annual meeting. The Board and Company thank Mr. Constable and Mr. Leppert for their many years of service and contributions. Accordingly, the Board has set the number of directors at ten, effective May 6, 2026.

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

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

DIRECTOR NOMINEES

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

 

2026 PROXY STATEMENT   3

FLUOR CORPORATION

DIRECTOR SKILLS MATRIX

 

4   2026 PROXY STATEMENT

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.

​	AGE	​	​	​	75​	​
​	DIRECTOR SINCE	​	​	​	2011​	​
​	BOARD COMMITTEES	​	​	​	Audit (Chair), Executive and Organization and Compensation	​
​	INDEPENDENT	​	​	​	Yes	​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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​	AGE	​	​	​	72​	​
​	DIRECTOR SINCE	​	​	​	2010	​
​	BOARD COMMITTEES	​	​	​	Audit and Governance	​
​	INDEPENDENT	​	​	​	Yes	​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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2026 PROXY STATEMENT   5

FLUOR CORPORATION

​	AGE	​	​	​	60​	​
​	DIRECTOR SINCE	​	​	​	2025​	​
​	BOARD COMMITTEES	​	​	​	Audit and Commercial Strategies and Operational Risk	​
​	INDEPENDENT	​	​	​	Yes	​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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​	AGE	​	​	​	57​	​
​	DIRECTOR SINCE	​	​	​	2025	​
​	BOARD COMMITTEES	​	​	​	—*	​
​	INDEPENDENT	​	​	​	No	​
​	* Mr. Breuer serves as an alternate member of the Executive Committee at any meeting in which the Executive Chairman of the Board is absent.					​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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6   2026 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

​	AGE	​	​	​	72​	​
​	DIRECTOR SINCE	​	​	​	2026​	​
​	BOARD COMMITTEES	​	​	​	Audit and Commercial Strategies and Operational Risk	​
​	INDEPENDENT	​	​	​	Yes	​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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​	AGE	​	​	​	72​	​
​	DIRECTOR SINCE	​	​	​	2020 (with previous service from 2010 to 2011)​	​
​	BOARD COMMITTEES	​	​	​	Commercial Strategies and Operational Risk and Organization and Compensation	​
​	INDEPENDENT	​	​	​	Yes	​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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2026 PROXY STATEMENT   7

FLUOR CORPORATION

​	AGE	​	​	​	63​	​
​	DIRECTOR SINCE	​	​	​	2024​	​
​	BOARD COMMITTEES	​	​	​	Commercial Strategies and Operational Risk (Chair), Executive and Governance	​
​	INDEPENDENT	​	​	​	Yes	​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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Lead Independent Director*

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​	AGE	​	​	​	72​	​
​	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	​
​	* Mr. Hackett has been appointed Chair of the Board, effective May 5, 2026					​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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8   2026 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

​	AGE	​	​	​	62​	​
​	DIRECTOR SINCE	​	​	​	2020​	​
​	BOARD COMMITTEES	​	​	​	Governance (Chair), Audit and Executive	​
​	INDEPENDENT	​	​	​	Yes	​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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​	AGE	​	​	​	66​	​
​	DIRECTOR SINCE	​	​	​	2014​	​
​	BOARD COMMITTEES	​	​	​	Audit and Organization and Compensation	​
​	INDEPENDENT	​	​	​	Yes	​

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POSITION AND BUSINESS EXPERIENCE

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KEY ATTRIBUTES, EXPERIENCE AND SKILLS

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OTHER PUBLIC COMPANY BOARD SERVICE

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BOARD RECOMMENDATION ✓

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL TEN DIRECTOR NOMINEES.

 

2026 PROXY STATEMENT   9

FLUOR CORPORATION

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:

Each year, our Board reviews all committee charters and in our most recent review, the Board updated the charters for the Audit Committee, the Executive Committee and the Organization and Compensation Committee.

In addition, in May 2025 the Board reviewed 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/about-fluor/approach/governance. Our Code of Business Conduct and Ethics for Fluor employees can be found on our website at www.fluor.com/about-fluor/approach/compliance-and-ethics.

10   2026 PROXY STATEMENT

CORPORATE GOVERNANCE

STOCKHOLDER ENGAGEMENT

Fluor has a long tradition of engaging with its stockholders and being responsive to their perspectives. In addition to our regularly hosted 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 their perspectives on potential courses of action. Fluor and our Board have spoken to investors on a number of topics over the last several years, including governance, strategic initiatives and executive compensation.

SUSTAINABILITY, STAKEHOLDER AND GOVERNANCE MATTERS

At Fluor, fostering a high-performance culture of project delivery is a strategic priority for value creation. Our culture embraces a focus on sustainability, stakeholder and governance matters.

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 lead and coordinate our sustainability policies, strategies and programs, we have a Sustainability Committee, led by a Sustainability Group Chair 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.

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

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The Governance Committee regularly receives reports from management regarding sustainability, stakeholder and governance efforts and reviews and discusses public reporting on these topics, as well as reviews and discusses our strategy, initiatives and policies related to these topics with management. The Governance Committee reviews the Company’s Political Activities Policy, reports regarding political contributions, lobbying activities and participation in trade associations, and makes recommendations regarding policies and procedures relating to charitable, education and political contributions. The Governance Committee also oversees Board composition and qualifications.

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The Organization and Compensation Committee plays a key role in human capital management, overseeing our strategic employment and workplace policies, practices and outcomes, including those related to equal opportunity, nondiscrimination 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.

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You can read more about our priority to develop our 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 reading our integrated report and sustainability data disclosure document, available by visiting www.fluor.com/about-fluor/approach/corporate-reporting. We report our sustainability data using the Global Reporting Initiative standards and Sustainability Accounting Standards Board 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.

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

 

2026 PROXY STATEMENT   11

FLUOR CORPORATION

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/about-fluor/approach/governance.

The Board, as recommended by the Governance Committee, has determined that each of the Company’s current directors and director nominees (other than Mr. Constable and Mr. Breuer) is independent of the Company and its management under NYSE listing standards and the standards set forth in our Corporate Governance Guidelines. 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. Constable and Mr. Breuer are not independent because of their employment as executive officers of the Company.

Finally, the Board reviewed charitable contributions made to non-profit organizations for which Board members (or their respective spouses) serve as an employee or on the board of directors. Specifically, the Board considered that certain directors and/or their family members (Ms. Berkery, Mr. Hackett, Mr. Leppert, and Mr. Rose) are affiliated with non-profit organizations that received contributions from the Company in 2025, 2024 or 2023. No organization received contributions in a single year in excess of  $100,000, which falls below the threshold of the Company’s independence standards.

RISK MANAGEMENT OVERSIGHT

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

 

12   2026 PROXY STATEMENT

CORPORATE GOVERNANCE

Our Board receives quarterly reports from management which may 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 recent years, the full Board has participated in a tabletop exercise on cyber incident response led by third party experts. Two of our directors, Ms. Glatch and Mr. Hackett, have completed the National Association of Corporate Directors (NACD) Cyber-Risk Oversight Program and earned the CERT Certificate in Cyber-Risk Oversight.

Our Audit Committee, which is responsible for oversight of cybersecurity risks, periodically reviews and discusses with management, including the Chief Information Officer and Chief Information Security Officer, risk issues associated with cybersecurity and policies and controls intended to mitigate those risks.

Our Chief Information Security Officer meets with our Audit Committee at least annually to discuss cybersecurity risk and related issues. These meetings may encompass a broad range of topics, including:

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cybersecurity initiatives and strategies,

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cybersecurity events,

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emerging threats,

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regulatory requirements, and

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industry standards.

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To help manage our cybersecurity risk, all employees participate in a number of information security training programs, our cyber policies and programs are externally certified, and we hold cybersecurity risk insurance.

BOARD LEADERSHIP

The Chair 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 Chair of the Board. The Board welcomes and takes under consideration any input received from our stockholders regarding the Board’s leadership structure and informs stockholders of any change in the Board’s leadership structure through press releases or through amendments to the Corporate Governance Guidelines. In 2022, the Board named Mr. Constable as Chairman. In 2025, in connection with the appointment of Mr. Breuer to CEO, the Board determined that different individuals should hold the positions of Chair of the Board and CEO of the Company with Mr. Constable continuing to serve as Executive Chairman and Mr. Breuer appointed to serve as CEO, effective May 1, 2025. In connection with Mr. Constable’s decision to retire from the Board at the 2026 annual meeting of shareholders, the Board appointed Mr. Hackett as Chair of the Board, effective May 5, 2026. The Board determined that having an independent Chair of the Board is appropriate at this time, as it allows Mr. Breuer to focus on strategy, business and day-to-day operations, while enabling Mr. Hackett to focus on governance matters and leadership of the Board. This structure will also allow the Board to benefit from Mr. Hackett’s experience and knowledge of Board governance from his prior service as the Board’s Lead Independent Director.

To provide for independent leadership, the Board also established a Lead Independent Director position to serve when the Company has a non-independent Chair, as it believes that the role of Lead Independent Director promotes effective governance. The Lead Independent Director serves for a term of three years (subject to annual reelection to the Board) and is elected by the independent directors. The duties are closely aligned with the role of an independent chair, and will continue to be fulfilled by Mr. Hackett after he becomes Chair of the Board, to the extent applicable. In particular, when applicable, the Lead Independent Director’s responsibilities are to:

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preside over and set the agenda for all executive sessions of the independent directors of the Board;

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approve agendas and schedules for meetings of the Board and information sent to the Board;

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chair Board meetings in the Chairman’s absence;

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act as a liaison between the independent directors and Chairman;

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provide guidance on the director orientation process for new Board members;

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consult and communicate with stockholders, as appropriate;

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monitor communications to the Board from stockholders and other interested parties; and

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■

call executive sessions of the independent directors, as needed.

​

The Board believes that this leadership structure will provide 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

 

2026 PROXY STATEMENT   13

FLUOR CORPORATION

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 2025, the Board held seven meetings. Each of the current directors attended more than 87% of the aggregate number of meetings of the Board and of the Board committees on which he or she served and which were held at a time when such 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 in accordance with our Corporate Governance Guidelines. During 2025, four executive sessions of the independent directors were held.

The Board has a policy that directors attend the annual meeting of stockholders each year. All directors then serving attended the virtual 2025 annual meeting of stockholders.

Our Board has five standing committees:

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Audit;

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Commercial Strategies and Operational Risk;

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Executive;

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Governance; and

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■

Organization and Compensation.

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Each committee has a charter that has been approved by the Board. Apart from 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.

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

* Lead Independent Director  ** Executive Chairman of the Board  C Committee Chair  • Member  A Alternate

(1)

Mr. Constable and Mr. Leppert will not stand for re-election, and their terms will expire at the 2026 annual meeting. Mr. Hackett will become Chair of the Board, effective May 5, 2026.

​

 

14   2026 PROXY STATEMENT

CORPORATE GOVERNANCE

 

AUDIT COMMITTEE

COMMERCIAL STRATEGIES AND OPERATIONAL RISK COMMITTEE

 

 

2026 PROXY STATEMENT   15

FLUOR CORPORATION

EXECUTIVE COMMITTEE

 

GOVERNANCE COMMITTEE

 

16   2026 PROXY STATEMENT

CORPORATE GOVERNANCE

ORGANIZATION AND COMPENSATION COMMITTEE

 

2026 PROXY STATEMENT   17

FLUOR CORPORATION

BOARD AND COMMITTEE EVALUATIONS

In order to monitor and improve their effectiveness, and to solicit and act upon feedback received, the Board and its committees engage in an annual formal self-evaluation process. As part of the self-evaluation process, directors consider various topics related to Board composition, structure, effectiveness and responsibilities. While the Board and each of its committees conduct the self-evaluations annually, the Board considers its performance and that of its committees throughout the year and shares feedback with management. The self-evaluation process that the Board has historically used is conducted as follows:

SUCCESSION PLANNING

The entire Board and the Governance Committee, which oversees Board succession planning pursuant to its charter, 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 perspectives that come from adding directors to the Board. Reflecting this commitment to thoughtful Board refreshment, four of our ten directors have joined our Board within the past four years. In addition, the Governance Committee views the consistent focus on Board membership criteria, Board composition and size, as well as succession planning, to be integral parts of Board refreshment. The Governance Committee has also developed a skills matrix, which is reviewed annually, to inform director searches and succession planning.

In 2025 and early 2026, the Governance Committee was particularly focused on the evolution of the Board, including long-term Board and committee succession planning. After initial screenings and outreach, as well as additional guidance from the Governance Committee, members of the Governance Committee and other directors interviewed potential director candidates. Based on this process, the Board, on

 

18   2026 PROXY STATEMENT

CORPORATE GOVERNANCE

the recommendation of the Committee, appointed Mr. Blankenship and Mr. Card to the Board in March 2025 and March 2026 respectively, to fill the vacancies resulting from the retirement of Mr. Olivera in April 2025 and the expiration of Mr. Leppert’s term in May 2026. Mr. Blankenship and Mr. Card have extensive skills and qualifications that are described above under “Director Biographies.” As previously announced in February 2026, in connection with Mr. Constable’s decision to retire from the Board, the Board named Mr. Hackett as Chair of the Board effective May 5, 2026. The Board will continue to work to establish a pool of qualified potential candidates to support our succession planning efforts, taking into consideration the qualification and skills addressed below under “Director Qualifications.”

Reflecting the critical importance of senior leadership to our success and overall business strategy, the Board is committed to overseeing ongoing talent management and management succession planning. The Board has assigned to the Organization and Compensation Committee, as set forth in its charter, the responsibility to oversee the succession plans relating to senior management, including the CEO, and to recommend to the Board the selection of individuals for senior management positions. Additionally, our Corporate Governance Guidelines require that the CEO annually provide the Organization and Compensation Committee an assessment of internal successors to the CEO position. The CEO also provides the committee with an assessment of persons considered potential successors to other senior management positions. The Organization and Compensation Committee gives a succession planning report to the full Board annually. As part of this report, the Organization and Compensation Committee reviews a succession plan that addresses both sudden and unplanned absence or inability of the CEO or other senior executives to fill their positions, and planned promotions and retirements. This report also includes a consideration of both internal and external candidates. This process enables the Board to maintain a long-term and continuing program for effective senior leadership development and succession as well as emergency replacement succession plans.

Management succession planning has been among the Board’s top priorities. In preparation for our CEO transition, we engaged an external consultant to conduct an assessment of both internal and external candidates. Following a rigorous process, in February 2025, the Board appointed Mr. Breuer as CEO, effective May 1, 2025. and Mr. Constable transitioned into the role of Executive Chairman, ensuring continuity of leadership and strategic direction of the company. In addition, the Board appointed Mr. John C. Regan as Chief Financial Officer, effective March 1, 2025.

CONSIDERATION OF DIRECTOR NOMINEES

The Board believes that our stockholders benefit when the Board includes individuals with a diverse range of backgrounds and experience to give the Board both depth and breadth in the mix of skills represented.

As provided in our Corporate Governance Guidelines, while all directors should possess business acumen and must exercise sound judgment in their oversight of our operations, the Board endeavors to include an array of appropriate skills and experience in its overall composition. Accordingly, the Board and Governance Committee consider the qualifications of directors and director nominees both individually and in the broader context of the Board’s overall composition and the Company’s current and anticipated future needs. As part of the search process for each new director, the Governance Committee includes women and minorities in the pool of candidates (and instructs any search firm the Committee engages to the same), from which the Governance Committee selects the most appropriate candidate taking into consideration the qualifications and skills addressed in our Board membership criteria.

Our Corporate Governance Guidelines contain the 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, experience, qualifications, attributes and skills. Criteria that our Board looks for in a candidate include, among other things, an individual’s business experience and skills, judgment, independence, integrity, reputation and international background, the individual’s understanding of such areas as finance, marketing, IT, regulation and public policy, whether the individual has the ability to commit sufficient time and attention to the activities of the Board, the fit of the individual’s skills and personality with those of other directors in building a Board that is effective, collegial and responsive to the needs of the Company, and the absence of potential conflicts with the Company’s interests. The Board assesses its effectiveness in managing the selection process in the course of assessing director candidates, which is an ongoing process, and in the context of its Board and committee evaluations.

 

2026 PROXY STATEMENT   19

FLUOR CORPORATION

The Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, or skill or experience needs are identified, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through various means, including current Board members, professional search firms, stockholders or other persons. The Governance Committee reviews a variety of information about candidates, including materials provided by professional search firms, if applicable, or other parties suggesting the candidate. In evaluating candidates, the Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board. Mr. Card, who joined the Board in 2026, was first recommended for nomination by a current director.

The Board understands the significant time commitment involved with serving on the Board and its committees. Under our Corporate Governance Guidelines, directors should limit their service as directors on public company boards and investment company boards to no more than four (including the Company’s Board). Directors who are serving as executive officers of public companies may not serve on the boards of more than one other public company in addition to the Company’s Board. Directors must advise the Chair of the Governance Committee in advance of accepting an invitation to serve on another board. Based upon their current board commitments, all director nominees are currently in compliance with our Corporate Governance Guidelines regarding director commitments. In determining to recommend each of the nominees for election at the annual meeting, the Governance Committee and the Board evaluated the current time commitments of each nominee, as well as the requirements of our Corporate Governance Guidelines and expectations of our shareholders, and concluded that each of the nominees has demonstrated that they have committed and will continue to be able to commit the appropriate time to fulfill their duties and effectively serve on our Board and its committees.

The Governance Committee considers properly submitted stockholder recommendations for candidates for Board membership. If a stockholder properly recommends an individual to the Governance Committee to serve as a director, all recommendations are aggregated and considered by the Governance Committee at a meeting prior to the issuance of the proxy statement. Any materials provided in connection with the recommendation of a director candidate are reviewed by the Governance Committee for the membership criteria set forth under “— Director Qualifications” above and the Board’s existing composition. The Governance Committee applies the same standards for evaluating any stockholder-recommended candidates as it does with candidates identified through other means. Any stockholder wishing to recommend a director candidate should submit a recommendation in writing demonstrating their share ownership and indicating the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. This information should be addressed to the Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. Stockholders also have the ability to nominate directors for election in accordance with the Bylaws. See “2027 Annual Meeting of Stockholders  —  Advance Notice Procedures” and “— Proxy Access Procedures,” and Sections 2.04 and 2.10 of our Bylaws, which are available at www.fluor.com/about-fluor/approach/governance.

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;

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20   2026 PROXY STATEMENT

CORPORATE GOVERNANCE

■

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

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■

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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During 2025, the Company entered into consulting agreements with its former Executive Vice President and Chief Financial Officer, Mr. Joseph L. Brennan, and its former Executive Vice President, Chief Legal Officer and Secretary, Mr. John R. Reynolds, both of whom retired from the Company in 2025. Pursuant to the agreements, Messrs. Brennan and Reynolds provided advisory and consultation services to the Company at an agreed hourly rate for six months following their retirements. The amounts paid under the agreements were approximately $284,800 to Mr. Brennan and $109,150 to Mr. Reynolds, respectively.

CERTAIN LEGAL PROCEEDINGS

Since October 2025, four separate purported stockholders’ derivative actions have been filed against various current and former members of the Board, including our nominees, other than Mr. Card, 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 breaches of the individuals’ fiduciary duties and related state and federal law claims, including for purported oversight failures in not preventing false or misleading statements regarding market conditions, certain infrastructure projects and the effectiveness of the Company’s risk mitigation strategies.

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 2025, Mr. Bennett, Ms. Eberhart, Mr. Hackett and Mr. Rose served on the Organization and Compensation Committee. During 2025, there were no compensation committee interlocks between the Company and other entities involving the Company’s executive officers and directors.

 

2026 PROXY STATEMENT   21

FLUOR CORPORATION

PROPOSAL 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

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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 23, 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 2026 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 2023. After consideration of the vote of stockholders at the 2023 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 2027 annual meeting of stockholders.

BOARD RECOMMENDATION ✓

THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

 

22   2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the principles, objectives and features of our compensation program for our named executive officers (“NEOs”), including the decisions made under this program for 2025. For 2025, our NEOs were:

​

(1)

Previously Chief Operating Officer through April 30, 2025.

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(2)

Previously Chief Accounting Officer through February 28, 2025.

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(3)

Previously Group President, Corporate Development and Sustainability through February 28, 2025.

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(4)

Previously Group President, Project Execution through October 31, 2025; intends to retire in March 2026.

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EXECUTIVE SUMMARY

In 2025, management succession planning was among our Board’s top priorities. Following a rigorous process described above under “Management Succession Planning,” in February 2025, the Board appointed Mr. Breuer as CEO, effective May 1, 2025, and Mr. Constable transitioned into the role of Executive Chairman, ensuring continuity of leadership and strategic direction of the company. In addition, the Board appointed Mr. Regan as Chief Financial Officer, effective March 1, 2025. During the year, we shifted our focus to the ‘grow and execute’ chapter of our ‘building a better future’ strategy, with an emphasis on growth, project delivery and returning value to shareholders, while continuing to focus on the four strategic priorities we announced in 2021:

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Driving growth across the portfolio by growing our market positions in energy addition, low carbon power, LNG, sustainable chemicals, data centers, semiconductors, critical metals and minerals and national security while maintaining our industry leading position in traditional oil & gas, chemicals, commodity mining, life sciences and supporting the U.S. Department of Energy.

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Pursuing contracts with fair and balanced terms by focusing on pursuing contracts with more favorable, risk-adjusted terms that reward us for value, enhancing our business acumen, focusing on reimbursable terms and only considering fixed-price contracts for segments and scopes where we have a strong position and strategy for delivering expected returns.

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Reinforcing financial discipline by strengthening our financial position through predictable cash flow and earnings. Our capital allocation priorities include investing in our people and growth markets, maintaining low debt leverage and returning capital to shareholders.

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Fostering a high-performance culture with purpose by elevating our focus on project delivery, including the use of technology and A.I. to support improvements in cost and schedule.

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In 2025 we continued to make progress on these strategic priorities, even as broader market conditions posed challenges and impacted our results in the short term. Highlights of our financial performance in 2025 include:

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We continued our share repurchase program begun in 2024, expending $754 million in 2025 to repurchase 18 million shares of our common stock;

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We had revenue of  $15.5 billion;

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Our 2025 new awards totaled $12.0 billion, 87% of which was reimbursable, up from 85% in 2024;

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At December 31, 2025, 81% of our backlog was reimbursable, up from 79% in 2024; and

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We made significant progress on the monetization of our NuScale investment, receiving proceeds of  $605 million in 2025.

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2026 PROXY STATEMENT   23

FLUOR CORPORATION

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 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 EBITDA and cash flow from segments, safety targets, and individual achievement of annual strategic goals. Despite progress on our strategic priorities, our 2025 results were negatively impacted by a challenging market, which was reflected in the below-target performance of our annual incentives against our rigorous goals. Based on performance results, average 2025 annual incentives for our NEOs were paid out at 93% of target.

Long-term incentives comprise the biggest portion of our NEO annual compensation opportunity and are based on financial performance over a three-year performance period. Performance-based long-term incentive awards with a performance period ending in 2025 were earned at 113% of target, reflecting our above-target performance at the beginning of the three-year performance period, and our continued progress at advancing our strategic priorities.

 

24   2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Our executive compensation policies reflect our strong focus on sound governance. As in prior years, the following practices and policies were in effect during 2025:

 

2026 PROXY STATEMENT   25

FLUOR CORPORATION

We use a balanced approach to compensation with a variety of pay elements to support the attraction and retention of key executive talent and reward the achievement of both short- and long-term goals, as described below:

 

26   2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Our target compensation mix reinforces our commitment to pay-for-performance. As shown in the charts below, in 2025, 82% of our current CEO’s target total direct compensation (“TDC”) and an average of 74% of our other NEOs’ target TDC was in the form of variable compensation, where realized pay depends on achievement of performance objectives and the Company’s stock price performance.

(1)

Represents the pay mix for Mr. Breuer, who was CEO on December 31, 2025.

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(2)

Represents the pay mix for the NEOs that did not retire in 2025 or are not retiring in 2026.

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For 2025, annual incentives for NEOs were paid in cash and based on the achievement of established financial, operational and strategic goals for the year. Long-term incentives included a mix of restricted stock units (“RSUs”), performance-based equity awards (“Performance Awards”) and non-qualified stock options. The Performance Awards granted in 2025 are based on achievement of earnings before taxes (“EBT”) goals over three one-year periods, as well as the Company’s three-year cumulative total shareholder return (“TSR”) relative to companies in the S&P 500 on the date of the award (“Relative TSR”).

In making decisions regarding the compensation opportunities for the NEOs for 2025, 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 38, the “Peer Group”) and general industry peers.

In connection with his promotion to Chief Executive Officer (“CEO”) in May 2025, the Committee approved the following compensation for Mr. Breuer:

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Base Salary.   Mr. Breuer’s 2025 annualized base salary was increased to $1,250,000, pro-rated from his appointment as CEO in May 2025.

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■

Annual Incentive.   Mr. Breuer’s 2025 annual incentive target was increased to 140% of base salary, pro-rated from his appointment as CEO in May 2025.

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Long-term incentive award.   Mr. Breuer received a long-term incentive grant of  $3,958,333, the value of which was granted as 35% RSUs, 15% in non-qualified stock options and 50% in Performance Awards. Mr. Breuer’s grant reflects an annualized long-term incentive grant of $5,000,000 for his role as CEO (pro-rated for the eight months he served as CEO) and $1,875,000 for his prior role as Chief Operating Officer (pro-rated for the four months he served in that role prior to his promotion to CEO).

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Relocation Payment.   Mr. Breuer received a cash relocation payment of  $750,000 that supported his relocation to the Dallas-Fort Worth area, and which is subject to repayment if he is terminated for cause prior to July 18, 2027.

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In connection with his transition to the role of Executive Chairman in May 2025, the Committee approved the following compensation for Mr. Constable:

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Base Salary.   Mr. Constable’s 2025 annualized base salary was reduced to $525,000, pro-rated from his appointment as Executive Chairman in May 2025.

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■

Annual Incentive.   Mr. Constable’s 2025 annual incentive target was reduced to 100% of base salary, pro-rated from his appointment as Executive Chairman in May 2025.

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2026 PROXY STATEMENT   27

FLUOR CORPORATION

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Long-term incentive award.   Mr. Constable received a long-term incentive grant of  $7,533,333, the value of which was granted as 35% RSUs, 15% in non-qualified stock options and 50% in Performance Awards. Mr. Constable’s grant reflects an annualized long-term incentive grant of 10,000,000 for his prior role as CEO (pro-rated for the four months he served in that role) plus $4,200,000 for his role as Executive Chairman.

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In connection with his promotion to Chief Financial Officer (“CFO”) in March 2025, the Committee approved the following compensation for Mr. Regan:

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Base Salary.   Mr. Regan’s 2025 annualized base salary was set at $675,000.

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■

Annual Incentive.   Mr. Regan’s 2025 annual incentive target was increased to 95% of base salary, pro-rated from his appointment as CFO in March 2025.

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Long-term incentive award.   Mr. Regan received a long-term incentive grant of  $1,400,000, the value of which was granted as 35% RSUs, 15% in non-qualified stock options and 50% in Performance Awards.

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In connection with the retirements of Mr. Brennan as CFO and Mr. Reynolds as Chief Legal Officer, and to aid in the transition of their responsibilities, the Committee approved the following consulting agreements:

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Mr. Brennan.   Mr. Brennan agreed to provide advisory and consultation services to the Company for a period of up to six months beginning July 2, 2025.

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Mr. Reynolds.   Mr. Reynolds agreed to provide advisory and consultation services to the Company for a period of up to six months beginning June 19, 2025.

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The Committee also took the following specific actions with respect to NEO compensation for 2025:

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

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Maintained the same weightings of the performance measures in our annual incentive plan as in 2024 for our Business Group Presidents and corporate-level executive officers.

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To better align with our peers, updated the weightings of the performance measures in our long-term 2025 Performance Awards by increasing the weighting of Relative TSR from 20% to 30% and decreasing the weighting of EBT from 80% to 70%.

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Maintained the same mix of long-term incentive awards as 2024, with 50% of the target grant value of the awards being Performance Awards, 35% RSUs and 15% non-qualified stock options.

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COMPONENTS OF 2025 NEO COMPENSATION

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

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

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

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

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■

Internal pay equity based on relative duties and responsibilities; and

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■

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

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Following the annual review at the beginning of 2025, the base salaries of Messrs. Breuer, Collins, Fields and Hammonds increased between 3.5% and 6.0% and the base salaries of Mr. Constable and Mr. Brennan remained unchanged from 2024. Mr. Regan’s base salary increased 26% from 2024, reflecting his promotion to CFO. In May 2025, Mr. Breuer’s base salary was subsequently increased at the time of his promotion

 

28   2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

to CEO, and Mr. Constable’s base salary was subsequently reduced at the time of his appointment as Executive Chairman. The 2025 annualized base salaries for the NEOs as of December 31, 2025 (and for Mr. Brennan, as of his last day of employment) were as follows:

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(1)

Mr. Breuer’s 2025 base salary was initially set at $735,000. It was increased to $1,250,000 in May 2025 upon his promotion to CEO.

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(2)

Mr. Constable’s initial 2025 base salary was $1,350,000, unchanged from 2024. It was decreased to $525,000 in May 2025 upon his transition to the role of Executive Chairman.

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Cash-based annual incentives are provided to motivate and reward NEOs for achieving annual performance objectives. In 2025, each of the NEOs, other than Mr. Brennan who had announced his intention to retire prior to the time 2025 target annual incentives were set, participated in the annual incentive award program and had a target annual incentive amount established as a percentage of annual base salary. This target opportunity reflects each NEO’s respective organizational level, position and responsibility for achievement of the Company’s financial and strategic goals and aligns with market practice.

The 2025 target annual incentives for each NEO (other than Mr. Brennan) were as follows:

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(1)

Mr. Breuer’s target annual percentage and incentive amount were prorated to reflect 100% of his base salary prior to his appointment as CEO, and 140% of his base salary from and after his appointment as CEO. The amount shown in the table reflects his final prorated target annual incentive amount.

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(2)

Mr. Regan’s target annual percentage and incentive amount were prorated to reflect 85% of his base salary prior to his appointment as Chief Financial Officer, and 95% of his base salary from and after his appointment as CFO. The amount shown in the table reflects his final prorated annual incentive amount.

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(3)

Mr. Constable’s target annual percentage and incentive amount were prorated to reflect 150% of his base salary prior to his appointment as Executive Chairman, and 100% of his base salary from and after his appointment as Executive Chairman. The amount shown in the table reflects his final prorated annual incentive amount.

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

 

2026 PROXY STATEMENT   29

FLUOR CORPORATION

When determining performance measures and goals, the Committee considers the Company’s annual operating plan and strategic priorities for the year. For 2025, a combination of objective financial targets and strategic and safety performance measures were used. Target levels of achievement were tied to goals established in the first quarter 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. Mr. Collins had two sets of performance measures for 2025 because he changed roles during the year. For the portion of his annual incentive earned related to his service as Executive Vice President, Corporate Development & Sustainability, his performance measures and goals were the same as the other NEOs. For the portion of his annual incentive earned related to his service as Business Group President, Mission Solutions, his performance measures and goals included Mission Solutions EBIT to reflect the performance of the business segment over which he is in charge. The 2025 performance measures for the NEOs, along with their respective weightings, were as follows:

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(1)

Applicable to Messrs. Breuer, Regan, Constable, Fields and Hammonds. Also applicable to Mr. Collins for the portion of his annual incentive earned related to his service as Executive Vice President, Corporate Development & Sustainability.

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(2)

Applicable to Mr. Collins for the portion of his annual incentive earned related to his service as Business Group President, Mission Solutions.

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EBITDA:   EBITDA is defined as earnings before interest, taxes, depreciation and amortization.

Cash Flow from Segments:   Cash flow from Segments is defined as total segment EBITDA plus the change in the business segment working capital accounts (accounts receivable, work in progress, advance billings and accounts payable), less cash flow effects of equity method investments and cash flow effects of property, plant and equipment transactions.

Mission Solutions EBIT:   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. Annual incentive determination for executive officers who are group presidents of other business segments include EBIT performance measures for their applicable business segments.

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 segment for which they are responsible.

Strategic Performance:   Strategic performance for each NEO was measured against qualitative individual annual goals identified at the beginning of the year (and which are discussed in more detail on the following two pages), which relate to the Company’s strategic priorities.

At the time the Committee approved the performance measures and goals in February 2025, it also approved definitions of EBITDA and Cash Flow from Segments that aim to hold management accountable for results from Fluor’s core business operations that fall under their control, by providing that the following items will be excluded, to the extent applicable (in 2025, only the items indicated with an asterisk were applicable): (i) operating results gains or losses of 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 in excess of  $10 million*; (iv) earnings related to our investment in NuScale, including any realized or unrealized gains or losses*; (v) gains or losses resulting from the curtailment or settlement of defined benefit pension plans; (vi) significant asset impairments in excess of  $10 million; (vii) effects of significant natural disasters or force majeure events in excess of  $10 million; (viii) significant litigation and regulatory costs and settlements or associated damages in excess of  $10 million*; (ix) the impact of foreign currency re-measurement, including embedded derivative effects*; (x) gains or losses related to debt extinguishment and (xi) earnings impact related to certain cash-settled incentive awards to non-executive officers arising from material changes to the Company’s stock price*.

 

30   2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The performance targets for the EBITDA, Cash Flow from Segments and Mission Solutions EBIT measures, together with the actual achievement of the measures and the resulting performance ratings, are presented below. The Committee continued to set the 2025 annual target for EBITDA and Cash Flow from Segments at rigorous levels in alignment with our operating plan and our business strategy to continue to reward the NEOs for performance against our goals. The 2025 EBITDA target required an over 5% improvement compared to actual 2024 results. Although the Cash Flow from Segments target was set below the actual 2024 results (which reflected above maximum performance in 2024), the 2025 target was nonetheless set at a level exceeding the 2024 maximum goal, and the rigorous nature of the target is reflected in the below target performance for 2025. The Mission Solutions EBIT target for 2025 was above the prior year actual result.

​

(1)

The amounts shown exclude certain items discussed above under “— Performance Measures for 2025.”

​

The 2025 annual strategic goals and key achievements for each NEO participating in the 2025 annual incentive program were as follows:

 

2026 PROXY STATEMENT   31

FLUOR CORPORATION

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

Each NEO’s strategic performance rating, other than Mr. Breuer’s and Mr. Constable’s, was determined based on evaluations and recommendations by Mr. Breuer that were assessed and subsequently approved by the Committee. In the case of Mr. Breuer and Mr. Constable, strategic performance was assessed by the independent directors of the Board after consideration of a recommendation from the Committee. If none of the corporate financial measures achieve target performance, as happened in 2025, the individual strategic performance ratings are capped at 1.4.

The achievement of the safety performance measure was determined based on management’s assessment of the overall safety performance of the Company, as reviewed and approved by the Committee. The safety performance rating is the same for all NEOs and comprises the final 10% of their overall annual incentive rating.

Once the level of achievement for each measure was determined, each NEO’s overall performance rating was calculated by multiplying each measure’s rating (which can range from 0.00 to 2.00) by its relative weighting, and then aggregating those amounts. The overall performance rating was then multiplied by the individual’s target annual incentive amount to determine the annual incentive payment. Based on performance, annual incentive award cash payouts averaged 93% of target for the NEOs.

 

32   2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The 2025 overall performance rating for each NEO, as well as the actual annual incentive amounts to be paid, based on the target annual incentive amounts described above, are as follows:

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

NEOs receive long-term incentive awards that reflect grant date accounting values (not ultimately earned amounts). The amount of the awards is based on market considerations as well as individual contributions, experience, advancement potential and internal pay equity. In 2025, when determining the compensation for the NEOs, the Committee determined that Performance Awards would comprise 50% of the long-term incentive award, RSUs would comprise 35% and non-qualified stock options would comprise 15% (unchanged since 2020). Mr. Brennan did not receive long-term incentive awards in 2025 in light of his previously announced retirement.

The Committee believes that the mix of long-term incentive components aligns the interests of NEOs with those of stockholders by encouraging NEOs to focus on long-term growth of the Company, while providing a balanced pay package that aligns with the practices of the Peer Group and mitigates potential compensation-related Company risk. In determining the relevant allocations, Performance Awards were valued at the target performance level (and converted into performance units based on the closing stock price on the 2025 award date), RSUs were valued at the fair value (closing stock price) on the award date and stock options were valued using a Black-Scholes option pricing model. RSUs and stock options vest one third per year in each of the years following the award date, subject to the applicable NEO’s continued employment on each vesting date. Stock options, once vested, are exercisable for ten years following the grant date, subject to continued employment (except in the event of certain qualified terminations of employment).

The 2025 target annual long-term incentive award values approved by the Committee were as follows:

​

(1)

Mr. Breuer’s total long-term incentive grant reflects an annualized grant of  $5,000,000 for his role as CEO (pro-rated for the eight months he served as CEO) and $1,875,000 for his prior role as Chief Operating Officer (pro-rated for the four months he served in that role prior to his promotion to CEO).

​

(2)

Mr. Constable’s total long-term incentive grant reflects an annualized long-term incentive grant of 10,000,000 for his prior role as CEO (pro-rated for the four months he served in that role) plus $4,200,000 for his role as Executive Chairman.

​

 

2026 PROXY STATEMENT   33

FLUOR CORPORATION

The total target grant value of the 2025 long-term incentive awards to Mr. Breuer, Mr. Hammonds and Mr. Regan increased over 2024 to reflect their promotions to CEO, CLO and CFO, respectively. The total target grant value of the 2025 long-term incentive awards to Mr. Constable decreased from 2024 to reflect his transition to the role of Executive Chairman. The total grant value of the 2025 long-term incentive awards to Messrs. Collins and Fields were the same as the 2024 levels.

The Committee determines the dollar value of long-term incentives awarded to NEOs in February of each year. The determinations are made at that time to coincide with the annual performance review. The long-term incentive awards are then issued shortly following the publication of our annual results.

The Performance Awards awarded to the NEOs in 2025 are earned over a three-year performance period, which started on January 1, 2025, and ends on December 31, 2027. The awards are eligible to be earned based on actual performance during the three-year performance period, and will vest and be settled in shares in March 2028, subject to continued employment (except in the event of certain qualified terminations of employment) and performance achievement. Upon vesting, NEOs will receive the value of any accrued dividends paid by the Company with respect to shares earned. The three-year performance periods and vesting requirements are intended to facilitate retention of the participating executives and to link the value of the awards to long-term TSR.

The Committee established the following performance criteria and relative weightings for the 2025 Performance Awards for NEOs:

■

70% of the total award is based on EBT; and

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■

30% of the total award is based on Relative TSR.

​

The Committee sets performance goals for EBT at the beginning of each year, and after the end of the year determines the final performance ratings (which can range from 0.0 to 2.0) based on actual achievement. At the end of the three-year period, the Committee will average the EBT performance ratings from each year to determine a final EBT performance rating. Relative TSR will be based on the three-year cumulative TSR over the three-year performance period relative to the companies in the S&P 500 Index on the date of the award, such that if the Company’s final TSR ranks at the 25th percentile, 50th percentile or 75th percentile of the S&P 500, the Relative TSR performance measure will receive a performance rating of 0.5, 1.0 and 2.0, respectively. The Committee will determine the number of earned units by multiplying the number of target units by the final overall performance ratings for EBT and Relative TSR with the weightings stated above. In no event will the number of earned shares exceed two times the target number of shares. EBT excludes certain items discussed above under “— Performance Measures for 2025.”

The EBT performance target for 2025 and the actual achievement and performance rating are set forth below.

The 2025 tranche of the Performance Awards awarded to NEOs in 2024 had the same EBT performance target, actual achievement and performance rating as shown in the table.

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

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

 

34   2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The eventual determination of the payout of 2025 Performance Awards for the NEOs is illustrated below.

In 2023, the Committee granted Performance Awards to the NEOs, which were subject to three one-year performance periods, based on criteria established at the beginning of each year, as set forth in the table below. The performance measures and relative weightings for the 2023 Performance Awards were as follows: 80% of the total award was based on EBT and 20% of the total award was based on Relative TSR.

The Committee set performance goals for EBT at the beginning of each year, and following the end of each year, the Committee determined the actual achievement of the EBT performance measures for the previous year. At the end of the three-year period, the Committee averaged the EBT performance ratings from each year to determine a final EBT performance rating. Relative TSR was based on the three-year cumulative TSR over the three-year performance period relative to the companies in the S&P 500 Index on the date of the award. At the end of the three-year period, the Committee determined the number of earned units by multiplying the number of target units by the final overall performance ratings for EBT and Relative TSR with the weightings stated above.

The Performance Awards generally require continued employment through the date that the Committee certifies the performance results in order to vest. The vesting date is typically in March following the end of the performance period. Based on the Company’s performance, the 2023 Performance Awards were earned at 113% of target, as reflected in the Outstanding Equity Awards at 2025 Year End table on page 48.

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

​

(1)

The final three-year cumulative TSR was 22%, ranking at the 44th percentile of companies in the S&P 500 on the date of the award.

​

(2)

The final average performance rating for EBT for the three-year performance period was 1.19 and represented 80% of the final award determination. The final Relative TSR rating of 0.88 represented 20% of the final award determination.

​

 

2026 PROXY STATEMENT   35

FLUOR CORPORATION

OTHER COMPENSATION DECISIONS

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 2025. Mr. Hammonds received a $200,000 bonus to reward his extraordinary efforts in 2025, reflecting the Committee’s assessment of his performance and high-value contributions to the Company’s objectives during the year.

CHANGES TO EXECUTIVE COMPENSATION FOR 2026

To reinforce the Company’s strategy and support long-term shareholder value, the Committee has updated the weightings of the performance measures included in the 2026 Annual Incentive Plan to add a New Awards Gross Margin (“NAGM”) measure weighted at 10%. The NAGM measure was added in alignment with our project pursuit principals. The Committee made a corresponding 5% decrease from Corporate EBITDA and Cash Flow from Segments measures, as follows:

NAGM is defined as as-sold profit associated with new awards booked during the year. NAGM includes new and incremental awards but excludes any project adjustments.

To better align with our peers, the Committee determined that for 2026 Performance Awards would comprise 50% of the long-term incentive awards, and RSUs would comprise 50%. The Committee determined that removing stock options from the program will continue to align pay with performance and support the Company’s strategy while increasing the retentive value of long-term incentive awards.

OTHER ELEMENTS OF NEO COMPENSATION

In 2025, 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 usage or tax and financial planning, which are items that are frequently 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. In 2025, in connection with his appointment as CEO, Mr. Breuer received a payment of $750,000 that supported the relocation of his primary residence to the Dallas-Fort Worth area, and which is subject to repayment if he is terminated for cause prior to July 18, 2027.

 

36   2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

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 51 for a more detailed discussion of this program.

The Company maintains a severance policy pursuant to which each of its executives, including the NEOs, would be eligible to receive cash severance in the event of a termination of employment by the Company without cause. The Company believes its severance policy assists in attracting and retaining qualified executives. The level of any cash severance payment is based upon salary and years of service at the time of separation up to a cap, as discussed in more detail under “Potential Payments Upon Termination or Change in Control” beginning on page 52. In addition, each NEO has a change-in-control agreement that provides additional payments and other benefits if the executive is terminated without cause or if the NEO terminates employment for good reason within two years following a change in control of the Company. The change-in-control agreements are designed to reinforce and encourage the continued attention and dedication of the executives without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control and to serve as an incentive to their continued employment with the Company and align their interests with those of the Company’s stockholders. All potential change-in-control payments are “double trigger,” meaning an NEO must incur a qualifying termination of employment following a change in control to be eligible for these payments. In addition, if any excise taxes are triggered in connection with a change in control, our change-in-control agreements do not provide for a tax gross-up. The Company will, instead, automatically reduce any payments due to the NEOs under their agreement to the extent necessary to prevent any portion of these payments from being subject to those excise taxes, but only if by reason of the reduction, the executive’s after-tax benefit of the reduced payments exceeds the after-tax benefit if such reduction were not made.

Please refer to the discussion under “Potential Payments Upon Termination or Change in Control” beginning on page 52 for a more detailed discussion of these arrangements. Severance and change-in-control benefits are provided to be competitive with the Peer Group. No severance payment was made to Mr. Brennan, who was retirement eligible at the time of his retirement in 2025.

ESTABLISHING EXECUTIVE COMPENSATION

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 Chairman and CEO, 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 performance 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 from our executives. 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 strongly believes that compensation paid to executives should be closely aligned with the performance of the Company relative to these objectives.

​

■

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

​

The Committee reviews the Company’s compensation philosophy and objectives each year and may adjust the specific elements of compensation used to implement its philosophy as our business and operating environment evolve.

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

 

2026 PROXY STATEMENT   37

FLUOR CORPORATION

management practices. 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.

The Committee has the authority under its charter to engage the services of outside legal counsel, compensation consultants and other advisors. In 2025, 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. FW Cook conducts an annual review of the total compensation program for the Chairman and CEO and the other NEOs.

In 2025, 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 is independent and that its engagement does not raise any conflicts of interest.

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

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 engineering and construction competitors and key customers, as well as companies in related industries with which we compete for executive talent; companies with generally comparable pay models; companies with operations of comparable scale and complexity; and companies with revenue and market capitalization ranging from 0.25x to 4.0x of the Company’s revenue and market capitalization, subject to exception for direct competitors and other engineering and construction peers. Total current assets and full-time employee headcount are used as secondary size measures, where the same 0.25x to 4.0x size range is applied.

For purposes of establishing 2025 compensation, the Committee removed Cummins Inc., PACCAR Inc. and Parker-Hannifin Corporation from the Peer Group, as they are not direct business competitors and have market capitalizations significantly above Fluor. Icahn Enterprises L.P. was also removed from the Peer Group as its business and structure limited its relevance to the Company’s compensation. The Committee added Booz Allen Hamilton Holding Company, Leidos Holdings, Inc., NOV Inc., Parsons Corporation, TechnipFMC plc and Textron Inc. to the Peer Group based on the selection criteria above. The companies comprising our Peer Group for purposes of establishing 2025 compensation were:

​

*

Direct competitors and engineering and construction peers

​

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

Before the Committee makes decisions on executive compensation, the CEO reviews compensation for the 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 base salary adjustments, target annual incentive awards and long-term incentive awards for each of the other NEOs other than the Executive Chairman. In addition, the Committee reviews and approves the compensation of the NEOs after consideration of the recommendations made by the CEO.

 

38   2026 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The independent members of the Board assess the CEO’s and the Executive Chairman’s performance each year, determine the CEO’s and the Executive Chairman’s annual incentive payout for the prior year and set target compensation for the following year, including any base salary adjustment, target annual incentive award and long-term incentive awards.

OTHER ASPECTS OF OUR EXECUTIVE COMPENSATION PROGRAM

We hold an annual say-on-pay vote to approve our NEO compensation. At our 2025 annual meeting of stockholders, the compensation of our NEOs was approved by stockholders, with approximately 96.1% of the votes cast for approval. The Committee evaluated the results of the 2025 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 independent compensation consultant, including with respect to “best practices,” and a review of data of our Peer Group. Taking all this information into account, the Committee did not make any changes to our 2025 executive compensation program and policies because of the 2025 say-on-pay vote, since most elements of compensation were established prior to the annual meeting. However, the Committee updated the weightings of the performance measures included in the 2026 Annual Incentive Plan to add NAGM as discussed above under “Changes to Executive Compensation for 2026.”

We maintain a clawback policy as required by SEC and NYSE rules. Pursuant to the policy, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company will recover on a reasonably prompt basis the amount of any incentive-based compensation received by an executive officer that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. This policy applies to all incentive-based compensation received by an executive officer during the three completed years immediately preceding the date that the Company is required to prepare the accounting restatement.

In February 2026, the Committee adopted a supplemental clawback policy pursuant to which the Company may recover any compensation other than base salary (including any time-based and incentive-based compensation) in the event that the detrimental conduct of an officer results in the material restatement of the Company’s financial statements. This policy applies to all incentive-based compensation received by an executive officer during the three completed years immediately preceding the date that the Company is required to prepare the accounting restatement and is in addition to the clawback policy described above.

Outside of our clawback policies, 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.