Form DEF 14A FLUOR CORP For: May 06

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

SCHEDULE 14A INFORMATION

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

 

 

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March 19, 2021

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.

Since our last annual meeting of stockholders, our Board has continued to drive a number of changes to position Fluor for the future. One of our directors, David Constable, became CEO on January 1, 2021. On January 28, we held a Strategy Day with investors, where we unveiled our new strategy to become the preeminent leader of professional and technical solutions. At our Strategy Day event, we outlined four strategic priorities for value creation:

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Driving growth across Fluor's portfolio;



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Pursuing contracts with fair and balanced terms;



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Reinforcing financial discipline; and



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Fostering a high-performance culture with purpose.

We also announced a realignment into three segments: Urban Solutions, Mission Solutions and Energy Solutions. This better aligns our business with identified growth markets, accompanied by changes to our executive team.

You can find more information about our strategic and operational initiatives in our Annual Report to Stockholders that accompanies this proxy statement.

We are pleased to invite you to join us at our 2021 annual meeting of stockholders to be held on Thursday, May 6, 2021 at 8:30 a.m., Central Daylight Time. To support the health and well-being of our employees and shareholders, this year's meeting will again be held virtually via an audio webcast at www.virtualshareholdermeeting.com/FLR2021. At this year's meeting, we will vote on the election of ten directors and the ratification of the selection of Ernst & Young LLP as Fluor's independent registered accounting firm. We will also hold a non-binding advisory vote on the compensation of Fluor's named executive officers. Members of management will report on the Company's operations and respond to stockholder questions.

It is important that your shares be represented and voted at the annual meeting regardless of how many shares you own. Whether or not you plan to join the meeting, we encourage you to review our proxy materials and promptly cast your vote over the internet or by phone. Alternatively, if you receive a paper copy of the proxy materials by mail, you may vote by signing, dating and mailing the proxy card or voting instruction card in the envelope provided. Voting in any one of these ways will ensure that your shares are represented at the meeting.

On behalf of our Board, we would like to thank Carlos Hernandez, our previous CEO and a former director, for his leadership and the integral role he played in stabilizing the Company during his tenure. We would also like to thank Peter Fluor for his many years of service and contributions to our Company. Peter will be retiring from the Board upon the expiration of his term at this year's annual meeting.

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

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Notice of Annual Meeting of Stockholders

All stockholders of record at the close of business on March 8, 2021 are entitled to receive notice of, and to vote at, the annual meeting and any adjournment of the meeting. Due to concerns related to the COVID-19 pandemic, the annual meeting of stockholders will be a virtual meeting, conducted exclusively online via audio webcast at www.virtualshareholdermeeting.com/FLR2021. There will not be a physical location for the annual meeting, and you will not be able to attend the meeting in person. Stockholders as of the record date may participate in the annual meeting online, vote, submit questions or view the list of registered stockholders during the meeting by visiting the meeting website and logging in with the control number on their proxy card or Notice of Internet Availability of Proxy Materials (the "Notice"). For additional information, see "Questions and Answers about the Annual Meeting and Voting: How Do I Attend the Annual Meeting?" on page 90. 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, please complete, sign, date and promptly return the proxy card or voting instruction card in the postage-prepaid return envelope provided, or follow the instructions set forth on the proxy card or voting instruction card to authorize the voting of your shares over the internet or by phone. Your prompt response is necessary to ensure that your shares are represented at the meeting. If you wish to receive paper copies of your proxy materials, including the proxy card or voting instruction card, please follow the instructions in the Notice.

 

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

GOVERNANCE HIGHLIGHTS

Our commitment to strong governance practices includes:

VOTING MATTERS

Stockholders are being asked to vote on the following matters:

Stockholders also will transact any other business that may properly come before the meeting.

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HOW TO VOTE

You are entitled to vote at the 2021 annual meeting of stockholders if you were a stockholder of record at the close of business on March 8, 2021, the record date for the meeting.

Website References.    Website references throughout this document 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.

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Proxy Statement

March 19, 2021

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 via audio webcast at www.virtualshareholdermeeting.com/FLR2021 on Thursday, May 6, 2021, 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 19, 2021.

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.

Each of the Company's nominees are current directors, who were elected by stockholders at the 2020 annual meeting and whose terms will expire at the 2021 annual meeting. Each of Alan M. Bennett, Rosemary T. Berkery, Alan L. Boeckmann, David E. Constable, H. Paulett Eberhart, James T. Hackett, Thomas C. Leppert, Teri P. McClure, Armando J. Olivera and Matthew K. Rose has been nominated for election at the annual meeting to serve a one-year term expiring at the annual meeting in 2022 and until his or her respective successor is elected and qualified. Mr. Peter J. Fluor will be retiring from the Board effective upon the expiration of his term at the 2021 annual meeting. Accordingly, the Board has set the number of directors at ten, effective as of the 2021 annual meeting.

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

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

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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, characteristics and other criteria 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. The Company's directors have experience with businesses that operate in industries in which the Company operates, such as oil and gas and infrastructure, and collectively have additional skills that are important to overseeing the Company's 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 such individual should continue to serve on the Company's Board, and therefore may not list all of the skills and experience that each director possesses.

Director Skills Matrix

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Director Biographies

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

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Corporate Governance Highlights

Fluor believes that good corporate governance practices promote the principles of fairness, transparency, accountability and responsibility and will help manage the Company for the long-term benefit of its stockholders. During the past year, we continued our annual practice of reviewing our corporate governance policies and practices, compare them to those suggested by various commentators on corporate governance and the practices of other public companies and engage with our stockholders on corporate governance issues.

The following list highlights some of our core governance values:

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

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the Audit Committee;

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the Commercial Strategies and Operational Risk Committee;

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the Governance Committee; and

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the Organization and Compensation Committee.

In addition, in October 2020 the Board reviewed and updated the Company's Corporate Governance Guidelines. Among the changes made in the most recent review, our Corporate Governance

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Guidelines were updated to require that, as part of the search process for each new director, the Governance Committee must include women and minorities in the pool of candidates (and instruct any search firm engaged by the Governance Committee to do so). You can access our current committee charters, Corporate Governance Guidelines, Code of Business Conduct and Ethics for Members of the Board of Directors, as well as other information regarding our corporate governance practices, on our website at www.fluor.com under "Sustainability" — "Governance" — "Corporate Governance Documents." Our Code of Business Conduct and Ethics for Fluor employees can be found on our website at www.fluor.com under "Sustainability" — "Ethics and Compliance" — "The Code."

On March 24, 2020, the Board adopted a limited duration stockholder rights agreement designed to protect stockholders from efforts to capitalize on market volatility that was occurring in light of the COVID-19 pandemic. Under the terms of the rights agreement, as amended, the rights expire on March 24, 2021, unless earlier redeemed or exchanged.

Stockholder Engagement

Fluor has a long tradition of engaging with its stockholders and being responsive to their perspectives. In addition to our regular investor days organized by investor relations, we meet with stockholders on corporate governance and other topics of interest to them. Prior to adopting corporate governance initiatives, including those noted above, we consider the policies of our stockholders and solicit certain of their perspectives on potential courses of action. Fluor has engaged in outreach to investors on a number of topics over the last several years, including governance, sustainability and compensation. Since our last annual meeting, we conducted stockholder engagement on a number of topics, including the timely submission of financials, risk management, our CEO transition and our strategic goals. Our team reported to the Board on the investor feedback and, based on that feedback, we have enhanced our proxy statement disclosure regarding our directors' skills, approach to compensation and our sustainability efforts.

Sustainability

Fluor has a Sustainability Committee to oversee our sustainability policies, strategies and programs. 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 and legal, who serve as advisors to the Sustainability Committee. In furtherance of the Board's commitment to sustainability, our Governance Committee reviews and receives reports from management on our sustainability efforts.

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You can read more about our client offerings, as well as our initiatives to develop a diverse workforce; our achievements in health, safety and environmental matters; our commitment to integrity and ethical business conduct; our proactive approach to community involvement and other sustainability efforts, by visiting the Fluor Corporation Sustainability Report at www.fluor.com under the "Sustainability" — "Sustainability Report" section. The Sustainability Report was developed using the Sustainability Accounting Standards Board and other standards. The Sustainability Report is provided for convenience only and the report and the website references throughout the document are not incorporated by reference in, and do not form a part of, this proxy statement.

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 standards of independence adopted by the NYSE, 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 members and non-profit entities with which we have a relationship. Our independence standards are included in our Corporate Governance Guidelines, which are available on our website at www.fluor.com under the "Sustainability" — "Governance" section.

The Board, as recommended by the Governance Committee, has determined that each of the Company's current directors and director nominees (other than Mr. Boeckmann and Mr. Constable) are independent of the Company and its management under NYSE listing standards and the standards set forth in our Corporate Governance Guidelines. The Board previously had determined that Mr. Constable was independent prior to his employment as an officer of the Company. In addition, the Board previously determined that Mr. Peter K. Barker and Ms. Deborah D. McWhinney, each of whom served on the Board during 2020, were independent. The Board also determined that each of the members of the Audit, Commercial Strategies and Operational Risk, Governance and Organization and Compensation Committees has no material relationship with Fluor and is independent within the meaning of the NYSE listing standards and Fluor's director independence standards for such committee.

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

Finally, the Board reviewed charitable contributions made to non-profit organizations for which Board members (or their respective spouses) serve as an employee or on the board of directors. Specifically, the Board considered that certain directors and/or their family members (Ms. Berkery, Mr. Hackett, Mr. Leppert, Mr. Olivera and Mr. Rose) are affiliated with non-profit organizations that received contributions from the Company in 2020, 2019 or 2018. No organization received contributions in a single year in excess of $100,000; and therefore these contributions fell well below the thresholds of the Company's independence standards.

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Risk Management Oversight

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COVID-19 Risks

From the beginning of the COVID-19 pandemic, the Board has been engaged with management in identifying the strategic and operational risks to the Company from the pandemic. The Board has received regular updates from management regarding the impact of COVID-19 on the Company, including our employees, clients and the industries in which we operate. The Board's discussions have involved a diverse set of issues, including the health and safety of our employees and job sites, the impact of the pandemic on the communities where we are located, compliance with applicable laws and regulations and the pandemic's effects on our clients, operations and results. In addition, the Audit Committee, as part of its oversight of the Company's financial reporting processes, considered the design and operation of the Company's internal controls in the context of the COVID-19 environment.

Cybersecurity Risks

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

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

Board Leadership

The Chairman of the Board is elected by the Board on an annual basis based on the recommendation of the Governance Committee. The Governance Committee annually reviews the leadership structure of the Board and recommends changes to the Board as appropriate. As set forth in the Bylaws and the Corporate Governance Guidelines, the Board is empowered to choose any one of its members as Chairman of the Board. The Board has determined that different individuals should hold the positions of Chairman of the Board and CEO of the Company, with Mr. Boeckmann serving as Executive Chairman of the Board and Mr. Constable serving as CEO. The Board believes that this structure is best for the Company at the current time, as it allows Mr. Constable to focus on the Company's strategy, business and day-to-day operations, while enabling Mr. Boeckmann to focus on Board matters and serve as a liaison between the Board and the Company's senior management, headed by Mr. Constable. This structure also allows the Board to benefit from Mr. Boeckmann's prior experience and knowledge of the Company from his prior service as CEO. In his role as Executive Chairman, Mr. Boeckmann provides guidance and support to the CEO and senior management, presides over Board meetings, prepares the agenda for each Board meeting and performs such other duties as the Board may request from time to time.

To provide for independent leadership, the Board has also established a Lead Independent Director position, as it believes that the role of Lead Independent Director promotes effective governance when the Company has a non-independent Chairman. The Lead Independent Director serves for a term of three years and is elected by the independent directors. His or her duties are closely aligned

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with the role of an independent chair. In particular, the Lead Independent Director's primary responsibility is to preside over and set the agenda for all executive sessions of the independent directors of the Board. The Lead Independent Director also:

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

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chairs Board meetings in the Executive Chairman's absence;

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acts as a liaison between the independent directors and the Executive Chairman;

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

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consults and communicates with stockholders, as appropriate; and

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monitors communications to the Board from stockholders and other interested parties.

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

The Board believes that its current leadership structure provides independent Board leadership and engagement. In addition, each of the Audit, Commercial Strategies and Operational Risk, Governance and Organization and Compensation Committees is composed entirely of independent directors. Consequently, independent directors directly oversee critical matters such as the compensation policy for executive officers, succession planning, our methods of risk assessment and risk mitigation strategies, our 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 over financial reporting.

Board Meetings and Committees

During 2020, the Board held nineteen meetings, one of which was a strategic planning session. Each of the current directors attended more than 75% of the aggregate number of meetings of the Board and of the Board committees on which he or she served and which were held during the period that each director served.

As discussed earlier, the Lead Independent Director presides over all executive sessions of the independent directors. Executive sessions of independent directors take place at each regular Board meeting according to our Corporate Governance Guidelines. During 2020, eleven executive sessions of the independent directors were held.

The Board has a policy that directors attend the annual meeting of stockholders each year. All twelve directors serving on the Board at that time attended the 2020 annual meeting of stockholders that was held virtually due to the COVID-19 pandemic.

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. With the exception of the Executive Committee, each committee must review the appropriateness of its charter and perform a self-evaluation at least annually. Any recommended changes to the charters require approval by the Board. The table below shows the current chairs and membership of each committee, and the independence status of each director.

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

During 2020, Messrs. Bennett and Leppert also served on the Special Committee that was formed to review the projects where we recorded charges in the first half of 2019 and other related issues. In addition, during 2020 Messrs. Constable and Olivera served on an ad hoc Strategic Review Committee to assist, advise and review the Company's strategic plans and initiatives.

Nine, including one to review the Company's 2019 Form 10-K and the proxy materials for the 2020 annual meeting. At the end of each of the four regular meetings of the committee, the members of the Audit Committee met privately with the Company's independent registered public accounting firm, with the Company's head of internal audit and other members of management.

In addition to the risk oversight responsibilities discussed above, the responsibilities of the Audit Committee and its activities during 2020 are addressed in the "Report of the Audit Committee" section of this proxy statement on pages 79 and 80. The Audit Committee also meets in executive sessions, at least quarterly, with the Company's independent registered public accounting firm, the head of internal audit and management. Meetings with management may include any or all of the CEO, the Chief Financial Officer, the Chief Legal Officer and the Chief Compliance Officer.

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Seven. The committee also held numerous information sessions focused on specific project reviews.

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

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

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

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

Three, including one to discuss individual director evaluations.

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

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Seven.

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

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engage in succession planning for the Board;

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

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

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oversee the independence of directors;

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

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oversee the annual evaluation of the Board, its committees and individual directors. For information relating to the annual evaluation process, see "— Board and Committee Evaluations" below.

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Eleven. Each of the four regular meetings included an executive session attended by the committee members and the committee's independent compensation advisor.

The Organization and Compensation Committee's primary responsibilities, which are discussed in detail within its charter, are to:

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review and monitor the Company's top level organizational structure and senior management succession planning and recommend the appointment of executive officers and other corporate officers;

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review and approve corporate goals and objectives relevant to the Executive Chairman and the CEO's compensation, evaluate (in consultation with the other independent directors) the achievement of those goals and recommend the compensation levels of the Executive Chairman and CEO to the independent directors;

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

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

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with respect to human capital management oversight, review and, as appropriate, make recommendations to the Board regarding the Company's strategic employment and workplace policies, including those related to equal employment opportunity, nondiscrimination, diversity in the workplace, and environmental, health and safety.

In addition to the risk oversight responsibilities described above, the responsibilities of the Organization and Compensation Committee and its activities during 2020 are further addressed in the "Compensation Discussion and Analysis" section of this proxy statement. The Organization and Compensation Committee has the authority under its charter to delegate any portion of its responsibilities to a subcommittee denominated by it, when appropriate, but did not do so in 2020.

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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 continuously throughout the year and shares feedback with management. The self-evaluation process that the Board has historically used is conducted as follows:

Consideration of Director Nominees

Diversity and Refreshment

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

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

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

Director Qualifications

Our Corporate Governance Guidelines contain Board membership criteria that apply to current directors as well as nominees for director. The Governance Committee is responsible for reviewing with the Board on an annual basis (and as needed), 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 annual review takes into consideration issues of diversity of thought and background (including but not limited to gender, race, ethnicity, national background, geography and age), experience, qualifications, attributes and skills. Certain criteria that our Board looks for in a candidate include, among other things, an individual's business experience and skills, judgment, independence, integrity, reputation and international background, the individual's understanding of such areas as finance, marketing, information technology, regulation and public policy, whether the individual has the ability to commit sufficient time and attention to the activities of the Board, the fit of the individual's skills and personality with those of other directors in building a Board that is effective, collegial and responsive to the needs of the Company, and the absence of any potential conflicts with the Company's interests. The Board assesses its effectiveness in achieving these goals in the course of assessing director candidates, which is an ongoing process, and in the context of its Board and committee evaluations.

Identifying and Evaluating Nominees for Director

The Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, or skills or experience needs are identified, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through various means, including current Board members, professional search firms, stockholders or other persons. Under our Corporate Governance Guidelines, as part of the search process for each new director, the Governance Committee must include women and minorities in the pool of candidates (and instruct any search

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firm engaged by the Governance Committee to do so). Candidates are evaluated at meetings of the Governance Committee, and may be considered at any point during the year. 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.

Stockholder Recommendations

The policy of the Governance Committee is to consider properly submitted stockholder recommendations for candidates for membership on the Board as described above under "— Identifying and Evaluating Nominees for Director." If a stockholder properly recommends an individual to the Governance Committee to serve as a director, all recommendations are aggregated and considered by the Governance Committee at a meeting prior to the issuance of the proxy statement for our annual meeting. Any materials provided by a stockholder in connection with the recommendation of a director candidate are forwarded to the Governance Committee. In evaluating these recommendations, the Governance Committee assesses candidates in light of the membership criteria set forth under "— Director Qualifications" above and the Board's existing composition. Any stockholder wishing to recommend a candidate for consideration by the Governance Committee should submit a recommendation in writing demonstrating their share ownership and indicating the candidate's qualifications and other relevant biographical information and provide confirmation of the candidate's consent to serve as director. This information should be addressed to the Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. Stockholders also have the ability to nominate directors for election in accordance with the Bylaws. See "2022 Annual Meeting of Stockholders — Advance Notice Procedures" and "— Proxy Access Procedures" on page 86 of this proxy statement, and Sections 2.04 and 2.10 of our Bylaws, which are included on our website at www.fluor.com under "Sustainability" — "Governance."

Related Person Transactions

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

The policy provides that the Governance Committee reviews certain transactions and determines whether to approve or ratify those transactions. In doing so, the committee takes into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person's interest in the transaction. In addition, the Board has delegated authority to the chair of the Governance Committee to pre-approve or ratify transactions where the aggregate amount involved is expected to be less than $1 million. A summary of any new transactions pre-approved by the chair is provided to the full Governance Committee for its review in connection with each regularly scheduled Governance Committee meeting.

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

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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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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 revenues.

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

During 2020, the Company entered into a consulting agreement with its then CEO, Carlos M. Hernandez, in connection with his planned retirement from the Company on June 30, 2021. Following his retirement, Mr. Hernandez will provide advisory and consulting services to the Company through June 30, 2022 for a quarterly payment of $125,000.

Certain Legal Proceedings

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

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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 2020, Mr. Barker, Mr. Bennett, Ms. Eberhart, Mr. Hackett, Mr. Olivera and Mr. Rose served on the Organization and Compensation Committee. During 2020, there were no compensation committee interlocks between the Company and other entities involving the Company's executive officers and directors.

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We are asking stockholders to vote on an advisory resolution to approve the compensation of the Company's named executive officers, as reported in this proxy statement.

We urge stockholders to read the "Compensation Discussion and Analysis" beginning on page 25, which describes in more detail how our executive compensation program operates and is designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables on pages 52 through 70, 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 in the Proxy Statement for the Company's 2021 annual meeting of stockholders.

This advisory resolution, commonly referred to as a "say on pay" resolution, is non-binding on the Board. Although non-binding, the Board and the Organization and Compensation Committee will review and consider the voting results when evaluating our executive compensation program. An advisory stockholder vote on the frequency of stockholder votes to approve executive compensation is required to be held at least once every six years. The Company last held an advisory vote on frequency in 2017. After consideration of the majority vote of stockholders at the 2017 annual meeting of stockholders in favor of an annual frequency 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 2022 annual meeting of stockholders.

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This Compensation Discussion and Analysis describes the principles, objectives and features of our compensation program, as well as the decisions made under this program for 2020, for our named executive officers (referred to herein as the "named executives"). For 2020, our named executives were:

Executive Summary

Overview of 2020 Business Results

In 2020, our business was adversely affected by COVID-19 and the steep decline in oil prices that occurred in the early part of the year. Despite the challenging business environment that resulted from these forces, in September 2020 we completed our previously announced internal review, led by a Special Committee of the Board, into projects where we recorded charges in the first half of 2019 and other related issues. Following the Special Committee's review, we became current in our financial reporting and implemented a remediation plan that resulted from the Special Committee's review. We also announced several leadership changes during the year, including the appointments of our new CEO (effective January 1, 2021) and CFO (effective July 22, 2020).

Throughout the year, we focused on preserving cash and reducing costs to maintain our financial strength. At year-end, we had $2.2 billion in cash and marketable securities. Net losses attributable to Fluor from continuing operations in 2020 were $293.9 million, or $2.09 per diluted share, compared to losses from continuing operations of $1.6 billion, or $10.89 per share for 2019.

Compensation Decisions in Response to COVID-19

In April 2020, to conserve cash because of COVID-19 concerns, executive officers voluntarily agreed to a temporary 20% reduction in base pay that extended through September 2020. Our non-employee directors similarly agreed to a temporary 20% reduction in their cash retainer fees for Board service.

Due to the delayed filing of the Company's 2019 annual report on Form 10-K, as well as the impact of COVID-19, our Organization and Compensation Committee (the "Committee") determined that for 2020 only, the weightings of the performance measures for 2020 annual incentive awards for named executives would be: (i) 90% strategic performance and (ii) 10% safety. The strategic performance portion of the award was based on six Company-wide objectives set by the Committee for all executive officers, as further described below. Goals were initially established by the Committee

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mid-year and finalized in September, after the filing of our 2019 annual report on Form 10-K, to provide a necessary reference to prior year performance.

Performance-Based Compensation

Our executive compensation program is designed to align the interests of our named executives with our stockholders and link real pay delivery with Company performance. As shown in the charts below, for 2020, 88% of our CEO's target total direct compensation ("TDC") and an average of approximately 76% of our other named executives' target TDC was in the form of annual or long-term incentives, where real pay delivery was variable depending on performance or price of the Company's common stock.

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Target TDC consists of actual base salary, target annual incentive and the value of all long-term incentives on the date of grant. Other Named Executives' Target TDC does not include Mr. Constable, who was not included in the regular annual long-term incentive grants to named executives.

As noted above, our 2020 annual incentives for executive officers were paid in cash and earned based on six strategic measures (weighted 90%) and safety (weighted 10%). The strategic measures included recognition for individual and Company-wide achievement of six annual strategic goals: (1) cash-flow generation; (2) cost reduction and restructuring; (3) COVID-19 response; (4) execution excellence and risk management; (5) diversity and inclusion; and (6) other environmental, social and governance ("ESG") goals. Safety has been a consistent performance measure for our annual incentives for several years.

Our 2020 long-term incentives included a mix of restricted stock units ("RSUs"), performance-based equity awards ("Performance Awards") and non-qualified stock options. Performance Awards replaced our Value-Driver Incentive ("VDI") awards starting in 2020, and are paid in shares based on achievement of earnings per share ("EPS") and return on invested capital ("ROIC") goals over three one-year periods. Earned Performance Awards for executive officers are further adjusted based on the Company's three-year cumulative total shareholder return relative to companies in the S&P 500 on date of grant ("Relative TSR").

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Real Pay Delivery and Performance Alignment

The Committee accomplishes its goal of aligning real pay delivery with performance by establishing rigorous goals for our performance-based annual and long-term incentives that support our business strategy as well as long-term value creation for the Company and our shareholders.

Annual incentives were designed to recognize and reward key accomplishments in 2020 that supported our annual strategic priorities. We also continued our focus on the safety and well-being of our workforce. Despite the challenging business environment from COVID-19, our progress in advancing our strategic priorities is reflected in our increasing stock price performance beginning in the third quarter of 2020, following completion of our internal review and becoming current in our SEC filings. Average earned 2020 annual incentives for our named executives were 114% of target, and ranged individually from 109% to 118%. The 2020 awards were our first above target annual incentive payout in five years. As shown below for 2017 to 2019, annual incentives to named executives averaged 48% of target, ranging from 46% in 2019 to 49% in 2017 and 2018.

Average Annual Incentive Earned by Named Executives
(% of Target)
Years 2017-2020

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Long-term incentives represent a much more significant portion of named executive's annual compensation opportunity than annual incentives. Non-qualified stock options granted to named executives from 2017 through 2019 are underwater, with grant prices ranging from $27.72 in 2019 to $58.15 in 2018. Similarly because our performance has not met our rigorous goals, and our mid- to longer-range stock-price performance has been below historical norms, the value realized from performance-based long-term incentives that vested in 2017 through 2020 averaged approximately 8% of target value, ranging from a low of 0% in 2017 to 20% in 2018, as shown below.

VDI Awards Earned by Named Executives
(% of Target Value at Vesting)
Years 2017-2020

Leadership Changes

In November 2020, we announced the appointment of Mr. Constable as our new CEO, effective January 1, 2021. Mr. Constable previously served as chief executive officer (from 2011) and president and chief executive officer (from 2014) of Sasol Limited, an integrated chemicals and energy company, until his retirement in 2016. Before joining Sasol Limited, Mr. Constable had a nearly 30-year career at the Company, serving in various leadership roles from 1982 to 2011. He returned to the Company's Board in 2019. Prior to his appointment as CEO, Mr. Constable began employment transitionally as an Executive Vice President, effective December 21, 2020.

In addition, Mr. Brennan was appointed as our new CFO, effective July 22, 2020. Prior to his appointment, Mr. Brennan served in a non-executive role as the Senior Vice President, Operations Controller of the Company since June 2020. Prior to that, he was the Company's Senior Vice President, Segment Controller — Energy & Chemicals from 2018 to 2020; and Vice President, Segment Controller — Energy & Chemicals from 2016 to 2018. Mr. Brennan joined Fluor in 1991.

As part of these leadership transitions, the Committee, with the advice of its independent compensation consultant, approved new compensation packages for each of Messrs. Constable and Brennan, which in Mr. Constable's case was approved by the Board, that are described below.

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New CEO Compensation. In connection with his appointment as CEO, the Board approved the following compensation for Mr. Constable:

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Base salary.  Mr. Constable's annualized base salary was set at $1,350,000, effective as of his employment by the Company on December 21, 2020.



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Annual incentive.  Mr. Constable's 2021 annual incentive target award was set at 150% of base salary. Mr. Constable did not participate in the 2020 annual incentive plan.



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Initial equity award.  Mr. Constable received a one-time equity grant of $5,000,000 on December 23, 2020, half in RSUs and half in performance-vesting stock options, both vesting in five equal annual installments beginning one year from grant. The stock options are exercisable only if the Company's stock price appreciates by at least 25% for a period of twenty consecutive trading days during the five-year vesting period.



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Transition and Relocation Payment.  Mr. Constable received a cash transition and relocation payment of $1,000,000, subject to clawback if his employment voluntarily terminates within 12 months of his hiring.

When setting Mr. Constable's offer, the Committee took into account his unique position as having served as the chief executive officer of a large, publicly traded corporation with international operations while also having extensive knowledge and experience with the Company's operations, both through his prior employment at the Company and more recently as a director. The Committee also took into account the compensation provided to previous CEOs as well as competitive peer information from its consultant.

New CFO Compensation. In connection with his promotion to CFO on July 22, 2020, the Committee approved the following compensation for Mr. Brennan:

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Base salary.  Mr. Brennan's 2020 annualized base salary was set at $500,000, pro-rated from his appointment as CFO on July 22, 2020.



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Annual incentive.  Mr. Brennan's 2020 annual incentive target was increased to 85% of base salary, pro-rated from his appointment as CFO on July 22, 2020.



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Long-term incentive award.  In connection with his promotion, Mr. Brennan received a one-time equity grant of $300,000 on September 30, 2020; 35% in RSUs, 50% in Performance Awards and 15% in non-qualified stock options, which is the same as regular long-term incentive grants to the other named executives described below under "Long-Term Incentives."

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Separation Arrangements with Departing Executives. In 2020, the Company entered into individual separation agreements with Mr. Hernandez and Mr. Koumouris specifying the terms of their respective departures from the Company. The Committee determined that the circumstances of each of these was equivalent to a termination without cause. Each of these agreements contains customary confidentiality and cooperation covenants, a release of claims and non-competition and non-solicitation restrictions that bind the departing executives and protect the Company.

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Mr. Hernandez.  On October 30, 2020, the Company entered into an agreement with Mr. Hernandez, under which Mr. Hernandez ceased to serve as CEO and as a member of the Board on December 31, 2020. Through June 30, 2021, Mr. Hernandez will remain with the Company in a non-executive officer role serving as Special Advisor to the CEO and Chairman to provide transition services. Mr. Hernandez's compensation remained unchanged through December 31, 2020, including remaining eligible for his 2020 annual incentive payment. Under the agreement, as of December 31, 2020, Mr. Hernandez vested in the cash retention award granted to him in November 2019 and is entitled to a severance payment of $1.725 million, which is subject to recoupment if he competes against the Company, fails to provide transition services through June 30, 2021, or fails to sign a release of any claims against the Company. For his services during the transition period, Mr. Hernandez continues to receive his salary and participates in benefit programs available to non-executives. Provided that he signs a release after he retires from the Company on July 1, 2021, he will be paid a 2021 bonus of $862,500, and, as a retirement-eligible executive, will be eligible for continued vesting of his outstanding equity awards. Following his separation, Mr. Hernandez will serve as a consultant to the Company for an additional year for a quarterly payment of $125,000 and will be subject to a non-competition and non-solicitation agreement.



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Mr. Koumouris.  On November 24, 2020, the Company entered into an agreement with Mr. Koumouris, under which Mr. Koumouris agreed to remain with the Company in a non-executive officer role to provide transitional services through June 30, 2021. In exchange for these services, Mr. Koumouris will receive the following payments and benefits: (1) a lump sum payment of AUD 795,145, paid following completion of the transitional services; (2) a pro-rated portion of his 2020 annual incentive award for the period between January 1, 2020 and September 22, 2020 and (3) his outstanding RSUs, VDI awards and stock options granted at least one year prior to his last day of employment remain eligible for continued vesting in accordance with their terms, subject to Mr. Koumouris's continued employment through the transition period.

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Compensation Governance Highlights

Our executive compensation policies reflect our strong focus on sound governance. As in prior years, the following practices and policies were in effect during 2020:

Changes to Executive Compensation for 2020

Effective in 2020, the Company's VDI awards were redesignated as Performance Awards. The number of earned shares under the Performance Awards will be determined based on the Company's performance using two equally rated measures: (i) ROIC and (ii) EPS. The number of earned shares will be modified based on the Company's Relative TSR. If the Company's Relative TSR is in the bottom one-third of the S&P 500, the earned shares will be decreased by 30%. If the Company's Relative TSR is in the top one-third of the S&P 500, the earned shares will be increased by 30%. No adjustments will be made if the Company's Relative TSR is in the middle one-third of the S&P 500.

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How Named Executive Compensation is Tied to Performance

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

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Components of 2020 Named Executive Compensation

Base Salaries

The Company provides named executives 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 named executives annually and upon a change in responsibilities.

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

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



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Compensation 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, performance and contributions to the Company.



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Internal pay equity based on relative duties and responsibilities.



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The Company's annual salary budget.

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Following the annual review at the beginning of 2020, the base salaries of Messrs. Hernandez, Boeckmann, Flowers, Koumouris and Steuert increased between 3.0% and 6.7%. The base salaries for Mr. Brennan and Mr. Constable were set at the time of their appointments in July 2020 and December 2020, respectively. The 2020 annualized base salaries for the named executives as of December 31, 2020 (and for Mr. Steuert, as of his last day of employment) were as follows:

Annual Incentives

Cash-based annual incentives are provided to motivate and reward named executives for achieving annual performance objectives. In 2020, each of the named executives, other than Mr. Constable, participated in the annual incentive award program and had a target annual incentive amount established as a percentage of annual base salary. This percentage reflects each named executive's respective organizational level, position and responsibility for achievement of the Company's strategic goals, and aligns with market practice.

The 2020 target annual incentives for each named executive who participated in the 2020 annual incentive award program are shown below. The final target annual incentives for participating named executives were as follows:

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

When determining performance measures and goals, the Committee considers the Company's annual operating plan and strategic priorities at the start of the year, as well as the Company's performance in the previous year. For 2020, due to the delayed filing of the Company's 2019 annual report on Form 10-K, as well as uncertainties regarding COVID-19, the Committee determined that for 2020 only, performance measures and weightings would be:

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10% Safety.    Safety performance was assessed based on the Company's overall safety performance using both leading and lagging performance indicators.



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90% Strategic Performance.    Strategic performance was measured against six annual strategic goals identified during the year for all named executives, which are outlined below (with 60% of the annual incentive based on the Company's achievement of the six annual strategic goals and 30% of the annual incentive based on each named executive's individual achievement of the same six annual strategic goals).

The 2020 annual strategic goals were agreed to by the Committee mid-year and finalized in September after the filing of the Company's 2019 annual report on Form 10-K, when the prior-year's performance was known. The 2020 annual strategic goals and key Company achievements are shown in the following table.

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The Committee assigned weightings and ratings to each of the annual strategic goals based on the Company's achievements described above. In assessing performance, the Committee took into account the significant operational and organization-wide accomplishments of the management team in the context of the challenging economic environment created by COVID-19 and the steep decline in oil prices that occurred in the early part of 2020. The Committee also considered the broad restructuring plan that our CEO commenced in 2019, and our re-engagement with clients, subcontractors and suppliers to bring resolution to, or get clarification on, matters that arose under our prior leadership team, including outstanding disputes and claims, pending change orders, schedule extensions, accounts receivable and other project close out items. In evaluating the executives' success on these matters, the Committee took into account the fact that by the end of the year the Company's stock price had almost returned to pre-COVID-19 levels. The final overall weighted rating for the Company's achievement of the annual strategic goals was 1.16, as shown in the table below.

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Thirty percent of the annual incentive was determined based on each named executive's individual achievements as measured against the same six strategic goals. The 2020 strategic goals and key achievements for each named executive participating in the 2020 annual incentive program were as follows:

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

Each named executive's strategic performance rating, other than for Messrs. Hernandez and Boeckmann, was determined based on evaluations and recommendations by Mr. Hernandez that were assessed and subsequently approved by the Committee. In the case of the Messrs. Hernandez and Boeckmann, strategic performance was assessed by the independent directors of the Board after consideration of a recommendation from the Committee.

The final 10% of the annual incentive was determined based on achievement of the safety performance measure based on management's assessment of the overall safety performance of the Company, as reviewed and approved by the Committee. No named executive's aggregate compensation was materially affected by the level of achievement of this measure.

Once the level of achievement for each measure was determined, each named executive's overall performance rating was calculated by multiplying each measure's rating (which can range from 0.00 to 2.00) by its relative weighting, and then aggregating those amounts. The overall performance rating was then multiplied by the individual's target annual incentive amount to determine the annual incentive payment for each named executive. Based on performance, annual incentive award cash payouts averaged 114% of target for the named executives.

Other than Mr. Steuert, who forfeited his 2020 annual incentive in connection with his retirement, the 2020 target annual incentive percentages and amounts for each named executive who participated in the 2020 annual incentive program, as well as the actual annual incentive amounts to be paid, were as follows:

Long-Term Incentives

The stockholder-approved 2017 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 named executives and reward the achievement of superior operating results and total shareholder return, facilitate the attraction and retention of key management personnel and align the interests of management and stockholders through equity ownership.

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Named executives receive long-term incentive grants that reflect grant date accounting values (not ultimately earned amounts), based on market considerations as well as individual contributions, experience, advancement potential and internal pay equity. In 2020, when initially determining the compensation for Messrs. Hernandez, Boeckmann, Flowers and Koumouris, the Committee determined that Performance Awards would comprise approximately 50% of the long-term incentive grant to named executives, RSUs would comprise approximately 35% and non-qualified stock options would comprise approximately 15%. In connection with his promotion to CFO, Mr. Brennan received $300,000 in long-term incentives in the same proportion as the other named executives, which were granted at the same time as the other named executives. Mr. Brennan, who was not an executive officer when the original long-term incentive awards for the named executives were established in 2020, also received separate long-term incentive awards that are described below under "Other Compensation Decisions." Mr. Steuert, who retired before the long-term incentive grants were made, and Mr. Constable, who commenced employment with the Company in December 2020, did not receive an annual grant in 2020.

The Committee believes that the mix of long-term incentive components aligns the interests of named executives with those of stockholders by encouraging named executives to focus on long-term growth of the Company, while providing a balanced pay package that aligns with the Compensation 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 2020 grant date) and RSUs were valued at the fair market value (closing stock price) on the date of grant. RSUs and stock options vest one-third per year in each of the years following the grant date. Stock options have a ten-year term assuming continued employment.

The 2020 target annual long-term incentive award values approved by the Committee were as follows:

The total value of the 2020 long-term incentive awards for Messrs. Hernandez and Boeckmann increased by approximately 25% and 53%, respectively, from 2019 levels to reflect their appointments as CEO and Executive Chairman, respectively, during 2019.

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The Committee determines the dollar value of long-term incentive awards for named executives at the first regularly scheduled meeting of the Committee each year, which is typically held in January or February. The determinations are made at that time to coincide with the annual performance review. The equity awards are then granted on the third business day following the publication of our annual results, based on the closing stock price on that date. Although the Committee determined the dollar value of executives' 2020 long-term incentive awards in February 2020, the Committee did not grant the awards until September, after the Special Committee had completed its review of the Company's financial statements and the Company became current in its filings with the SEC, since the Company's SEC registration statement covering the 2017 Performance Incentive Plan could not be used while the Special Committee's review was on-going.

In December 2020, Mr. Constable received a one-time grant of equity awards with a value at grant of $5,000,000 in connection with his appointment as CEO. These awards are described separately above under "Leadership Changes."

Performance Awards Granted in 2020

The Performance Awards granted to the named executives in 2020 are subject to a three-year performance period, which started on January 1, 2020 and ends on December 31, 2022. The awards will be earned based on actual performance for each year during the three-year performance period and will vest and be payable in shares in March 2023, subject to continued employment (except in the event of certain qualified terminations of employment) and performance achievement. Upon vesting, additional shares will be issued equal to the amount of any accrued dividends paid by the Company with respect to shares earned. The three-year performance period and vesting requirements are intended to facilitate retention of the participating executives and to link the value of the awards to long-term total shareholder return.

The Committee established the following 2020 performance criteria and relative weightings for the 2020 Performance Awards for named executives:

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



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50% of the total award is based on ROIC.

The Committee selected these criteria in October 2019 in response to the Company's discussions with stockholders, to increase transparency and support the Company's growth strategy, and after a review of the practices of the Compensation Peer Group by the Committee's independent consultant.

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

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EPS represents diluted earnings per share attributable to Fluor Corporation from continuing operations. ROIC is calculated by dividing full year corporate net earnings attributable to Fluor Corporation from continuing operations (excluding after-tax net interest) by Net Invested Capital. Net Invested Capital is defined as total shareholders' equity (excluding accumulated other comprehensive income) plus total external long and short-term debt (excluding non-recourse debt) minus cash, current and non-current marketable securities more than $1.0 billion. EPS and ROIC exclude the following items that are not related to the Company's ongoing core business operations: (i) expenses, income, gains or losses and taxes related to discontinued or divested operations; (ii) the effect of changes in tax laws and accounting principles; (iii) restructuring charges; (iv) NuScale funding; (v) pension settlements; (vi) significant asset impairments; (vii) significant natural disasters; and (viii) significant litigation and regulatory costs and settlements.

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

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

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The eventual determination of the payout of 2020 Performance Awards for the named executives is illustrated below:

Achievement for 2018-2020 VDI Awards

In 2018, the Committee granted VDI awards to certain of the named executives, which were subject to a three-year performance period. For each of the first two years of the performance period, the performance criteria and relative weightings for the 2018 VDI awards for named executives were as follows: 40% of the total award was based on average annual new awards gross margin percentage ("NAGM%"), 30% of the total award was based on average annual new awards gross margin dollars ("NAGM$") and 30% of the total award was based on return on assets employed ("ROAE"). For the third year of the performance period, the performance criteria and relative weightings for the 2018 VDI awards were the same as the 2020 Performance Awards, with 50% of the total award based on EPS and 50% of the total award based on ROIC. The performance targets were set each year during the performance period, and for 2020 were the same as the performance targets for the 2020 Performance Awards. Following each year of the performance period, the Committee determined the actual achievement of the performance measures for the previous year. At the end of the three-year period, the Committee averaged the performance outcomes and determined the number of earned units by multiplying the number of target units granted in 2018 by the average of the three annual performance ratings (which could range from 0.00 to 2.00). The number of earned units was then adjusted based on the Company's three-year cumulative TSR relative to the engineering and construction peers included in the Compensation Peer Group.

Based on the Company's performance over the performance period, the named executives each earned 19% of their target stock-settled VDI awards granted in 2018, as reflected in the Outstanding Equity Awards at 2020 Year End table on page 60. Taking into account the Company's stock price at the time of vesting, the dollar value realized on the 2018 VDI awards was 6% of the grant date target value.

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The 2018 VDI awards for Messrs. Brennan and Flowers, who were not executive officers in 2018, were based on the same performance measures as the first year of the 2018 VDI awards described above for the other named executives, calculated over a one-year period (the 2018 calendar year) with a three-year vesting period, and payable in cash. Except for this single year performance period, the performance criteria, relative weightings and 2018 performance targets for Messrs. Brennan and Flowers were the same as those of the other named executives, including being subject to adjustment using a relative TSR modifier measured solely over 2018.

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

Other Compensation Decisions

Pre-Executive Officer Compensation

Mr. Brennan was not an executive officer of the Company when the compensation levels and opportunities for the named executives were initially established in 2020. As a result, prior to his appointment as CFO, he participated in different compensation arrangements than the other named executives. As noted above, for 2020, Mr. Brennan's initial base salary was $340,000 and his target annual incentive was $170,000, or 50% of his base salary. Mr. Brennan was appointed as an executive officer on July 22, 2020. His target 2020 long-term incentive award value for the portion of his long-term incentive related to his employment before becoming an executive officer was $400,000, of which $100,000 was in the form of RSUs, $150,000 was in the form of a Performance Award and $150,000 in the form of a Stock-Growth Incentive Award. His RSU award vests in full on the third anniversary of the date of grant. His Performance Award is based on the same performance measures as the other named executives, including the Relative TSR modifier, but is payable in cash. The Stock Growth Incentive Award is a cash-settled award that vests in three

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annual installments, with the cash payout for each tranche equal to the number of vested units multiplied by the Company's closing stock price on the date of vesting.

Retention Awards

We periodically grant cash or equity retention awards to reflect competitive market situations, address specific project objectives or reinforce succession planning objectives. No retention awards were made to named executives in 2020.

Changes to Executive Compensation for 2021

Effective in 2021, the weightings of the performance measures for annual incentive awards for named executives other than business group presidents will be: (i) 30% corporate net earnings, (ii) 30% cash flow from operations, (iii) 10% safety and (iv) 30% strategic performance. For business group presidents, the weightings and performance measures will be: (i) 15% corporate net earnings, (ii) 15% cash flow from operations, (iii) 30% business group earnings before income taxes, (iv) 10% safety, and (v) 30% strategic performance.

Other Elements of Named Executive Compensation

Perquisites

In 2020, in lieu of reimbursement of typical perquisites, each of the named executives was paid a taxable monthly allowance as set forth in the "All Other Compensation" table on page 55. The Committee believes that these allowances are reasonable costs and are justified by the perceived value to the named executives. The allowances are intended to provide convenience considering the demands on the named executives and are considered an important part of a competitive compensation package. We do not pay for items such as automobile leasing or tax and financial planning, which are items that are typically reimbursed or paid directly by our peers. When determining the allowance amounts, the Committee considered the value of perquisites provided to similarly situated executives in our Compensation Peer Group. In addition, named executives are required to have a physical examination each year that is paid for by the Company, with results shared with the Company. Named executives may have spousal travel paid for by the Company only when it is for an approved business purpose, in which case a related tax gross-up is provided. Named executives can make personal use of charter aircraft in conjunction with a business purpose, but the named executive is required to reimburse the Company for the incremental operational cost of such personal use. Our 2020 perquisite costs, which are small in relation to total direct compensation, were below the median of the Compensation Peer Group.

Executive Deferred Compensation Program

The named executives are eligible to participate in Fluor's Executive Deferred Compensation Program. The Company offers this program to provide retirement and tax planning flexibility and to remain competitive with other companies within our Compensation Peer Group and general industry. Please refer to the discussion in the Nonqualified Deferred Compensation section beginning on page 62 for a more detailed discussion of this program.

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Severance and Change-in-Control Benefits

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

Please refer to the discussion under "Potential Payments Upon Termination or Change in Control" beginning on page 65 for a more detailed discussion of these arrangements. Severance and change-in-control benefits are provided to be competitive with the Compensation Peer Group.

Establishing Executive Compensation

Compensation Philosophy, Objectives and Risk Assessment

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

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

•

Align the interests of named executives with those of the stockholders.  The Committee believes it is appropriate to tie a significant portion of executive compensation to the value of the Company's stock to closely align the interests of named executives with those of our long-term stockholders. The Committee also believes that executives should have a meaningful ownership interest in the Company and as such maintains and regularly reviews executive stock ownership guidelines.



•

Have a significant portion of pay that is performance-based.  Fluor expects superior performance. Our executive compensation programs are designed to reward executives when performance results for the Company and the executive meet or exceed stated

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objectives. The Committee believes that compensation paid to executives should be closely aligned with the performance of the Company relative to these objectives.

•

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

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

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

Role of Independent Compensation Consultant

The Committee has the authority under its charter to engage, retain and terminate the services of outside legal counsel, compensation consultants and other advisors. In 2020, the Committee again engaged Frederic W. Cook & Co., Inc. ("FW Cook") to serve as its independent compensation consultant to advise the Committee on all matters related to executive and non-management director compensation. The compensation consultant conducts an annual review of the total compensation program for the CEO and the other named executives.

In 2020, 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 the Company's compensation programs do not encourage behaviors that would create material risk for the Company. FW Cook also provided written and verbal advice at Committee meetings, attended executive sessions of the Committee to respond to questions, and had individual calls and meetings with the chair of the Committee to provide advice and perspective on executive compensation issues. FW Cook was engaged by, and reports directly to, the Committee and does not perform any other services for the Company. The Committee has determined that FW Cook's engagement does not raise any conflicts of interest.

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Peer Group Comparisons

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

Since 2009, the Committee has applied a generally consistent process and set of criteria for selection of the Compensation Peer Group. Potential peer companies were identified by assessing our direct competitors and key customers; companies commonly identified as peers of direct engineering and construction peers (based on disclosures in their most recent proxy statements); companies with generally comparable pay models; and companies with revenues and number of employees ranging from 0.25x to 4.0x of the Company's revenues and employees, and market capitalization ranging from 0.2x to 5.0x of the Company's market capitalization, subject to exception for direct competitors and other engineering and construction peers.

For 2020, the Committee determined that the peer group selection criteria should remain unchanged and no changes were made to the peer group. The companies comprising Fluor's Compensation Peer Group for purposes of establishing 2020 compensation were:

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Direct competitors and other engineering and construction peers.

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

Role of Company Management in Compensation Decisions

Before the Committee makes decisions on executive compensation, the CEO reviews compensation for the other named executives other than himself and the Executive Chairman, and makes recommendations to the Committee based on their individual and group performance. Specifically, the CEO proposes to the Committee current year base salary adjustments, annual incentive award target percentages and long-term incentive grants for each of the other named executives. In addition, the Committee reviews and approves the compensation actually paid to the named executives after consideration of the recommendations made by the CEO. The Committee has discretion to modify named executives' compensation from the CEO's recommendation but did not exercise that discretion for the named executives with respect to 2020 compensation.

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

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Other Aspects of Our Executive Compensation Program

2020 "Say-on-Pay" Advisory Vote

We hold an annual say-on-pay vote to approve our named executive compensation. At our 2020 annual meeting of stockholders, the compensation of our named executives was approved by stockholders, with approximately 84% of the votes cast for approval. The Committee evaluated the results of the 2020 advisory vote following the annual meeting. The Committee also considered many other factors in evaluating our executive compensation program, including the Committee's assessment of the interaction of our compensation plans with our corporate business objectives, evaluations of our program by the Committee's independent compensation consultant, including with respect to "best practices," and a review of data of our Compensation Peer Group. Taking all this information into account, the Committee did not make any changes to our 2020 executive compensation program and policies because of the 2020 say-on-pay vote, since most elements of compensation were established prior to the annual meeting. However, in response to an evaluation of market practices, the Committee approved changes to the company's annual program as discussed above under "Changes to Executive Compensation for 2021."

Compensation Clawback Policy

The Company's clawback policy was expanded in 2020 to provide the Board or a Board committee with the discretion to recover compensation in the event of any material restatement of financial results, whether an executive officer or employee is individually "at fault." Under the expanded policy, in the event of a material restatement of the Company's financial results, the Board or a Board committee will evaluate the circumstances and may, in its discretion, recover from any current or former executive officer or employee the portion of any performance-based compensation earned by that executive or employee during the fiscal periods materially affected by the restatement that would not have been earned had performance been measured on the basis of the restated results.

Outside of our clawback policy, we also consider other potential recourse mechanisms as part of our approach to executive compensation. In addition to potential legal remedies and disciplinary or other employment actions that may be available to the Company, named executive 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 a named executive's employment is terminated for "cause" under the terms of our agreements with named executives, 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 a named executive breaches applicable restrictive covenants; and (iv) potential downward adjustments by the Committee to pay opportunities or incentive plan payouts.

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Stock Ownership Guidelines

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

Mr. Koumouris, who is an Australian employee, was required to hold at least $1 million in Company stock, which is approximately 2 times his base salary.

Named executives may sell shares of Fluor common stock if the guidelines are met after the sale. To the extent a named executive has not satisfied the guidelines, a named executive may only sell up to 50% of the net shares acquired from the exercise of stock options or the vesting of RSUs, VDI awards and Performance Awards. Unvested RSUs and earned but unvested VDI awards and Performance Awards are considered as owned by the named executive in determining whether the named executive has met the ownership guidelines. As of March 1, 2021, each of the named executives has satisfied these stock ownership guidelines, except Messrs. Constable and Brennan, who remain subject to the holding requirements.

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

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

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

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ORGANIZATION AND COMPENSATION COMMITTEE
REPORT

Management of the Company has prepared the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K, and the Organization and Compensation Committee has reviewed and discussed it with management. Based on this review and discussion, the Committee recommended that the Compensation Discussion and Analysis be included in the proxy statement for the Company's 2021 annual meeting of stockholders.

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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation earned by or granted to each of the 2020 named executives in the relevant years. The 2020 named executives are the individual who held the position of principal executive officer in 2020, the two individuals who held the position of principal financial officer in 2020, and the three other highest paid executive officers. In addition, Mr. Koumouris, who served as an executive officer during a portion of 2020 but not as of December 31, 2020, is considered a named executive because his total compensation in 2020 would have placed him among the top five most highly compensated executive officers of the Company had he still been an executive officer as of December 31, 2020.

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The grant date fair value of the 2018 and 2019 VDI award and 2020 Performance Award tranches reflected as compensation for 2020 is based on the closing stock price of the Company's common stock on the NYSE on the date of grant, adjusted upward by 14.16%, 3.71% and 2.69%, respectively, to reflect the impact of the Relative TSR modifier on those VDI awards and Performance Awards.

The chart below details the grant date fair value of the (i) RSUs granted in 2020, (ii) third tranche of the 2018 VDI awards, (iii) second tranche of the 2019 VDI awards, (iv) first tranche of the 2020 Performance Awards based on target level performance and the assumptions described above, and (v) SGI awards granted in 2020, all of which are reported in the table as 2020 compensation. The amount for Mr. Constable includes $246,299 in RSUs granted for his service as a non-employee director prior to his employment with the Company. Neither Mr. Constable, who joined the Company as an employee in 2020, nor Mr. Steuert received Performance Award grants in 2020. In addition, Mr. Brennan and Mr. Flowers, who were employees of the Company prior to their appointments as executive officers, did not receive VDI award grants with three-year performance periods when they were not executive officers. With respect to each of the 2018 and 2019 VDI award and 2020 Performance Award tranches, the grant date fair value, assuming the highest level of performance is achieved, is equal to two times the value reflected in the chart below.

The 2020 amount in column (e) for Mr. Brennan does not include the grant date fair value of Mr. Brennan's 2020 cash-settled Performance Award, which is payable in cash, vests over a three-year period and is based on the same performance measures and Relative TSR modifier as stock-settled Performance Awards granted to other named executives. The earned amount of this award will be included in future Summary Compensation Tables in the year earned.

⁽³⁾

The amounts in column (f) represent the aggregate grant date fair value of options granted in each year. The fair value of these awards is based on the Black-Scholes option pricing model on the date of grant in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in the "Stock-Based Compensation" footnote to the Consolidated Financial Statements of the Company, as included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

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The amounts in column (g) represent amounts earned as annual incentive in each year.

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The amounts in column (i) are detailed in a separate All Other Compensation table below.

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This amount reflects a retention award granted to Mr. Hernandez in 2019 in the amount of $1,750,000 that was paid to him in December 2020.

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This amount reflects a cash bonus of $120,000 paid to Mr. Brennan associated with his appointment as Chief Financial Officer.

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The present value of accumulated benefits under the US Executives' Supplemental Benefit Plan for Mr. Boeckmann was $1,403,000 on December 31, 2019 and $1,028,000 on December 31, 2020, which resulted in a change in pension value of ($375,000). This amount is not disclosed in column (h) above as the change in pension value was negative.

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This amount includes a cash transition and relocation payment of $1,000,000 made in December 2020 associated with Mr. Constable's new role as CEO.

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Amounts shown for Mr. Koumouris were paid in Australian Dollars but are shown using an exchange rate of 0.7702 US Dollars per AUD.

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ALL OTHER COMPENSATION

The following table describes each component of the All Other Compensation column (column (i)) of the Summary Compensation Table for 2020.

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GRANTS OF PLAN-BASED AWARDS IN 2020

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OUTSTANDING EQUITY AWARDS AT 2020 YEAR END

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OPTION EXERCISES AND STOCK VESTED IN 2020

A portion of the shares reported under column (d) are withheld or sold on behalf of the individual upon vesting to satisfy tax withholding obligations.

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NONQUALIFIED DEFERRED COMPENSATION

All U.S. executives, including the named executives, are eligible to defer compensation into the Executive Deferred Compensation Program ("EDCP"), which has a number of components. Executives may defer up to 100% of base salary, annual incentive awards and VDI payments that are paid in cash. The EDCP also allows executives to contribute between 1% and 20% of base salary to the Excess 401(k) portion of the plan, which allows contributions in excess of the Internal Revenue Code ("IRC") contribution limits for qualified retirement plans (which was $19,500 or $26,000, depending on the participant's age, in 2020).

In addition, the Company contributes to the Excess 401(k) portion of the plan any amounts that would have been contributed by the Company to the Company's 401(k) plan as matching or discretionary retirement contributions that are in excess of the IRC compensation limit on contributions ($285,000 in 2020) or were lessened by an IRC limit on participant elective deferrals. In 2020, the Company matched the first 5% of base salary deferred to the 401(k) plan or Excess 401(k) plan. Most U.S. salaried employees were eligible for the 5% match in 2020. Annual enrollment for the EDCP is in November, and elections are made with respect to compensation to be earned in the following year.

Amounts deferred are adjusted upward or downward based upon the performance of deemed investment choices available to the executives in the EDCP. The Company does not guarantee any rates of return. Executives may change their deemed investment selections on a daily basis.

For amounts deferred after 2004, distribution elections are made in conjunction with the plan year deferral elections. Distributions can be elected as a lump sum payment or in up to ten annual installments. Distribution payments are made in the month following retirement or termination, with the exception of officers of the Company, for whom no distributions will be made prior to six months after retirement or termination. In addition, executives can elect to receive a scheduled in-service distribution as a lump sum or in up to ten annual installments, with the payments commencing no sooner than one year following the end of the plan year of the deferral.

Distributions related to amounts deferred prior to January 1, 2005 are made at the time of retirement or termination and can be elected as a lump sum payment or in up to twenty annual installments. Distributions commence the January following retirement or termination.

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The table below shows executive and Company contributions made to the EDCP for each individual who participated in the EDCP in 2020, as well as the aggregate earnings and aggregate balance for amounts deferred under the EDCP.

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PENSION BENEFITS

Mr. Koumouris holds an accumulated benefit in a defined benefit pension plan for employees in Australia. Payments from this plan are in a lump sum form, paid on leaving the Company.

The present value of Mr. Koumouris's defined benefit under this plan as of December 31, 2020, as detailed in the chart below, was $3,272,000 (4,252,664 AUD), calculated using a discount rate of 1.90% and based on an exchange rate of 0.7694 US Dollars per AUD as of December 31, 2020.

The table below provides certain information on the defined benefit retirement benefits available under the Australia Pension Plan to Mr. Koumouris as of December 31, 2020.

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POTENTIAL PAYMENTS UPON TERMINATION OR
CHANGE IN CONTROL

The tables below reflect the amount of compensation that would have become payable to each of the named executives under existing plans and arrangements if the named executive's employment had terminated on December 31, 2020, given their compensation and service levels as of such date and, if applicable, based on the Company's closing stock price on December 31, 2020. These benefits are in addition to amounts previously earned and to which named executives are entitled, regardless of the occurrence of any termination of employment, including then-exercisable stock options and vested amounts contributed or credited under the EDCP, as well as benefits generally available to all salaried employees, such as amounts accrued and vested through the Company's retirement plans and payout of any accrued time off with pay (collectively, the "Pre-Termination Benefits"). The named executives are entitled to receive the Pre-Termination Benefits regardless of the manner by which their employment is terminated. As described under the scenarios set forth below, additional amounts may be received upon certain terminations, except upon a termination for cause in which case no additional amounts would be received.

The actual amounts that would be paid upon a named executive's termination of employment can only be determined at the time of such termination and may be higher or lower than as reported below due to, among other things, the time during the year of any such termination, the Company's stock price and the executive's age. In addition, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or to alter the terms of benefits described below, as the Committee determines appropriate.

The tables below do not include Messrs. Hernandez, Koumouris and Steuert, who stepped down from their respective positions during 2020. Messrs. Hernandez and Koumouris received payments in connection with their transitions pursuant to agreements with the Company that are described further under "Leadership Changes" beginning on page 28. In the case of Mr. Steuert, who retired in 2020, his unvested RSUs and options that were granted more than one year prior to his retirement date will continue to vest as previously scheduled, as described below under the heading "Payments Made Upon Voluntary Termination/Retirement." These outstanding awards are noted in the Outstanding Equity Awards at 2020 Year End Table above. Other than Pre-Retirement Benefits, Mr. Steuert received no payments in connection with his retirement.

Payments Made Upon Voluntary Termination/Retirement

As of December 31, 2020, Messrs. Hernandez, Boeckmann, Constable and Flowers were eligible for retirement based on the Company's age and years of service requirements, as was Mr. Steuert as of the date of his separation. For these named executives, it was assumed that in the case of voluntary termination, they would elect retirement from the Company. Mr. Brennan was not eligible for retirement and would not be entitled to compensation upon voluntary termination, other than his Pre-Termination Benefits.

In the event of the voluntary termination of a named executive who is eligible for retirement, in addition to the Pre-Termination Benefits, upon the named executive signing a non-competition agreement and assuming the named executive has held the award for at least one year from the date of grant, unvested RSUs, options, VDI awards and PAs will continue to vest as previously scheduled.

Amounts reported in the tables below assume that the above requirements have been met.

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Payments Made Upon Not for Cause Termination

Pursuant to Fluor's Executive Severance Policy, in the event of the termination without cause of a named executive, in addition to the Pre-Termination Benefits and, for retirement eligible named executive, the items identified above under the heading "Payments Made Upon Voluntary Termination/Retirement," the named executive will receive a cash severance benefit calculated as two weeks of base pay per year of service, with a minimum severance benefit of eight weeks and a maximum severance benefit of fifty-two weeks. In addition, upon Committee approval, the named executive may receive any annual incentive award earned during the year. Further, for Mr. Boeckmann, the cash retention award granted to him in 2019 would become immediately payable.

Amounts reported in the tables below assume that the Committee has approved the annual incentive payment at target, although the Committee retains discretion not to do so. For Mr. Brennan, any unvested PC or SGI awards will forfeit.

Payments Made Upon a Termination in Connection with a Change in Control

Pursuant to Fluor's Change in Control Agreements with our named executives, in the event of a qualifying termination of a named executive within two years following a change in control, in addition to the Pre-Termination Benefits:

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named executives will receive a lump sum cash payment equal to 3 times (in the case of the CEO) or 2 times (in the case of the other named executives) the sum of (i) the named executive's highest annual base salary during the three years immediately preceding termination plus (ii) target annual incentive for the year, determined immediately prior to the date of the change in control or date of termination, whichever yields the higher amount;



•

the named executives will receive the annual incentive earned during the year in which the termination occurs, prorated through the last full month worked by the named executive during the year of termination;



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any equity-based compensation awards, other than performance-based equity awards, will become fully vested and exercisable or settled; and



•

any remaining unvested performance-based equity awards granted in 2018 or later will immediately vest based on actual results for any performance periods ending prior to the change in control and at target performance levels for any performance periods ending after the change in control.

A qualifying termination, generally, is a termination of the named executive without cause or a resignation by the named executive for good reason. "Cause" includes the named executive's (i) fraud, (ii) conviction of a felony, (iii) material failure or refusal to perform his job duties in accordance with Company policies or (iv) a material violation of Company policy that causes substantial harm to the Company or its subsidiaries. "Good reason" includes a material diminution of the named executive's aggregate compensation or his authority, duties or responsibilities (including as a result of a material diminution of the budget over which he retains authority), or a material diminution in the authority, duties or responsibilities of the named executive's supervisor, but may also be triggered by a material breach of any agreement (including the change in control agreement) under which he provides services to the Company.

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No gross-up for excise taxes, if any, is payable under the change in control agreements. The Company will, however, automatically reduce any payments under the agreement to the extent necessary to prevent payments being subject to the excise tax, but only if by reason of the reduction, the after-tax benefit of the reduced payments to the named executive exceeds the after-tax benefit if such reduction were not made.

Further, for Mr. Boeckmann, the cash retention award granted to him in 2019 would become immediately payable. For Messrs. Brennan and Flowers, any remaining unvested performance-based cash awards granted in 2018 or later will immediately vest based on actual results for any performance periods ending prior to the change in control and at target performance levels for any performance periods ending after the change in control.

Payments Made Upon Death or Termination in Connection with Disability

In the event of death of a named executive or termination of employment of a named executive as a result of total and permanent disability, in addition to the Pre-Termination Benefits, the named executives would be entitled to:

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the annual incentive earned during the year in which the termination occurs, prorated through the last full month worked by the named executive during the year of termination, and paid upon approval of the Committee;



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any equity-based compensation awards, other than performance-based equity awards, held for one year or longer will become fully vested and exercisable or settled; and



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any remaining unvested performance-based equity awards would vest as previously scheduled and be paid at actual performance if held more than one year.

For Messrs. Brennan and Flowers, any remaining unvested performance-based cash awards would vest as previously scheduled and be paid at actual performance if held more than one year.

Amounts reported in the tables below assume that the Committee has approved the annual incentive payment at target, although the Committee retains discretion not to do so.

The following tables show the potential payments that would be due to each named executive, in addition to the Pre-Termination Benefits, upon a voluntary termination; a termination without cause; a termination in connection with a change in control; and death or termination in connection with a disability occurring on December 31, 2020.

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PAY RATIO DISCLOSURE

The 2020 annual total compensation of the median compensated of all of our employees who were employed as of October 1, 2020 (other than the CEO) was $67,737. The 2020 annual total compensation of Mr. Hernandez, our CEO, as reported in the Summary Compensation Table, was $11,236,632. The ratio of the 2020 annual total compensation of our CEO to the 2020 annual total compensation of our median compensated employee was 166 to 1.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, as well as the methodology described below.

In order to identify the median compensated employee, we utilized annual salary from our human resources information systems as our consistently applied compensation measure. We identified a group of employees with the approximate median annual salary ("Median Group") as indicated in our records. We then excluded employees with characteristics that could distort the pay ratio calculation and selected our median employee from the individuals remaining in the Median Group. As permitted by SEC rules, we excluded 42 employees in Mozambique, 1,811 in the Philippines, 101 in Russia, 25 in Azerbaijan, 6 in Argentina, and 189 in the United Arab Emirates, who in the aggregate, represented less than 5% of our total population of approximately 43,584 on October 1, 2020. As a result of these exclusions, the employee population used to identify our median employee was comprised of approximately 41,410 individuals.

The SEC's rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio.

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Our compensation philosophy for non-management directors is consistent with the philosophy established for the Company's named executives. The compensation program is designed to attract and retain directors with the necessary experience to represent the Company's stockholders and to advise the Company's executive management. The Company believes that director compensation should be reasonable in light of what is customary for companies of similar size, scope and complexity. Providing a competitive compensation package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term success. The compensation program is also designed to align the directors' interests with the interests of stockholders over the long term. On an annual basis, the Committee considers market data for our Compensation Peer Group and input from the Committee's independent compensation consultant regarding market practices for director compensation. The Company uses a combination of cash and stock-based awards to compensate non-management directors and reviews compensation data from the companies included in the Compensation Peer Group as well as companies from similar industry segments and our general industry. Directors who are employees of the Company receive no compensation for their service as directors.

Cash Compensation

For 2020, non-management directors received an annual cash retainer of $125,000. The chair of the Audit Committee received an additional annual cash retainer in the amount of $20,000; the chairs of the Organization and Compensation, Governance and Commercial Strategies and Operational Risk Committees received an additional annual cash retainer in the amount of $15,000; the Lead Independent Director received an additional annual cash retainer in the amount of $35,000; and members of the Executive Committee who were not the chair of a committee received an additional annual cash retainer in the amount of $10,000. All cash retainers are paid quarterly. No changes were made to the cash-based components of our director compensation program in 2020.

In April 2020, in response to the business environment as impacted by the COVID-19 pandemic, our non-management directors voluntarily agreed to a temporary 20% reduction in their cash retainer fees. This temporary reduction in retainer fees ended in September 2020.

Stock-Based Compensation

Non-management directors receive an annual grant of RSUs with a total market value (based on the fair market value of the Company's common stock on the NYSE on the date of grant) of $155,000 as of the date of the annual meeting of stockholders. The 2020 RSU awards vested immediately upon grant. Non-management directors are required to own shares or share units in an amount equivalent to five times the annual retainer for Board service within five years of joining the Board.

Deferred Compensation Program

Directors have the option of deferring receipt of directors' fees and RSUs. Fees may be deferred until retirement, other termination of status as a director or, if elected by the director, a date at least two years after the end of the year in which they make a distribution election, pursuant to the 409A Director Deferred Compensation Program. Directors may elect to have deferred fees valued as if invested either wholly or partially in Company stock or one or more of 25 investment funds. Fee

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deferrals made into the Fluor Stock Valuation Fund prior to January 1, 2013 and maintained continuously for five years earn a 25% premium on the deferred amount deemed invested in Company stock via the Fluor Stock Valuation Fund. The 25% premium was discontinued for any deferrals made following January 1, 2013. All amounts from deferred fees in the deferral accounts are paid in cash based on the directors' distribution elections.

RSUs may be deferred until retirement or other termination of status as a director and are invested in Company stock. RSU deferrals are paid in Fluor shares based on the directors' distribution elections.

The Company does not guarantee the rate of return on any deferrals whether in fees or in RSUs.

Former Retirement Plan

In March 2003, a committee of disinterested directors determined that non-management directors who received restricted shares on March 11, 1997 in consideration of the cancellation of the Fluor Corporation Retirement Plan for Outside Directors could make an irrevocable election to surrender such shares upon their retirement, death or disability. The only remaining director who made this election is Mr. Fluor. In lieu of these shares, Mr. Fluor will receive the amount of his accrued retirement benefits at the time of the cancellation of the retirement plan upon his retirement, death or disability. These benefits equal the retainer fees at the time of cancellation multiplied by the number of years he served prior to the cancellation of the plan. This amount will be paid in a lump sum (reduced to present value based on the 10-year Treasury rate) at retirement.

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DIRECTOR COMPENSATION TABLE

The table below summarizes the total compensation earned by each of the non-management directors serving in 2020. The compensation received by Mr. Constable, who served as a non-management director prior to his hiring as an Executive Vice President of the Company, effective December 21, 2020, is reported above in the Summary Compensation Table.

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DIRECTOR ALL OTHER COMPENSATION

The following table and related footnotes describe each component of the All Other Compensation column (column (d)) of the Director Summary Compensation Table for 2020.

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Consistent with our commitment to good corporate governance, the Board is asking stockholders to ratify the Audit Committee's appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm to audit the financial statements of the Company for the year ending on December 31, 2021. In the event the stockholders fail to ratify the appointment of EY, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Fluor and its stockholders.

A representative of EY is expected to be present at the virtual meeting and available to respond to appropriate questions and, although that firm has indicated that no statement will be made, an opportunity for a statement will be provided.

Audit and Other Fees

The following table presents aggregate fees for professional audit services rendered by EY for the audit of the Company's annual financial statements for 2020 and 2019, and fees billed for other services provided by EY for the years 2020 and 2019.

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Consists of fees relating to the annual audit, quarterly reviews, statutory audits, our adoption of new accounting standards and comfort letters. 2019 audit fees also include additional fees related to the restatement of historical financial statements.

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Consists of fees relating to benefit plan audits, accounting and reporting consultations, and financial due diligence related to acquisitions.

⁽³⁾

Consists of fees for tax compliance services (including preparation and filing of expatriate tax returns) and tax consulting services (including support for tax restructuring).

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Audit Firm Selection and Independence

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. The Audit Committee evaluates the selection of the independent registered public accounting firm each year. In addition, in order to promote continuing auditor independence, the Audit Committee considers the independence of the firm at least annually, including with respect to the tax services provided by them. In conjunction with the mandated rotation of the independent registered public accounting firm's lead engagement partner every five years, the Audit Committee and its chair are also directly involved in the selection of EY's new lead engagement partner. When evaluating our independent registered public accounting firm, the Audit Committee considers the firm's past performance, including the quality and efficiency of the services provided, the firm's qualifications and resources, and the firm's knowledge of our operations and industry. Based on their most recent evaluation of EY, including the factors described above, the members of the Audit Committee believe that the continued retention of EY to serve as the Company's independent registered public accounting firm is in the best interests of the Company and its stockholders.

Audit Committee's Pre-Approval Policy

The Audit Committee of our Board has policies and procedures that govern the pre-approval of all audit and non-audit services to be provided by our independent registered public accounting firm and prohibit certain services from being provided by our independent registered public accounting firm. The independent registered public accounting firm may not render any audit or non-audit service unless the service is approved in advance by the Audit Committee pursuant to its pre-approval policies and procedures. For any pre-approval, the Audit Committee confirms that such services are consistent with the rules of the SEC and the Public Company Accounting Oversight Board on auditor independence.

On an annual basis, the Audit Committee may pre-approve services that are expected to be provided to the Company by our independent registered public accounting firm during the year. Management provides the Audit Committee a quarterly report listing services performed by, and fees paid to, the independent registered public accounting firm during the current year. The Audit Committee has delegated authority to the chair of the Audit Committee to pre-approve any audit or non-audit services to be provided to the Company by the independent registered public accounting firm for which the cost is less than $500,000. The chair must report any pre-approval pursuant to the delegation of authority to the Audit Committee at its next scheduled meeting, and the Audit Committee is then asked to ratify the pre-approved service. For 2020, all services by the independent registered public accounting firm were pre-approved.

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The Audit Committee assists the Board in fulfilling its oversight responsibility for the:

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Company's accounting, reporting and financial practices, including the integrity of its financial statements;



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Company's compliance with legal and regulatory requirements;



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independent registered public accounting firm's qualifications and independence; and



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performance of the Company's internal audit function and independent registered public accounting firm.

In carrying out these responsibilities, the Audit Committee, among other things, supervises the relationship between the Company and its independent registered public accounting firm, including making decisions with respect to its appointment or removal, reviewing the scope of its audit services, pre-approving the audit engagement and related fees and non-audit services and related fees and evaluating its independence. The Audit Committee oversees the mandated rotation of the independent registered public accounting firm's lead engagement partner every five years, and the Audit Committee and its chair are also directly involved in the selection of the independent registered public accounting firm's new lead engagement partner. In accordance with such rotation, Ernst & Young LLP (EY), the Company's independent registered public accounting firm since 1973, will have a new lead engagement partner in 2021. The Audit Committee oversees and evaluates the adequacy and effectiveness of the Company's systems of internal and disclosure controls and oversees the internal audit function. The Audit Committee has the authority to investigate any matter brought to its attention and may engage outside counsel for such purpose.

Each member of the Audit Committee is independent within the meaning set forth in SEC regulations, NYSE listing standards and our Corporate Governance Guidelines, and the Board has further determined that Mr. Bennett and Mr. Rose are "audit committee financial experts" as such term is defined in SEC regulations. The Audit Committee acts pursuant to a charter, a copy of which can be found on our website at http://www.fluor.com/sustainability/corporate-governance/corporate-governance-documents.

The Company's management is responsible, among other things, for preparing the financial statements and for the overall financial reporting process, including the Company's system of internal controls. EY's responsibilities include auditing the financial statements and expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles and an opinion on the Company's internal control over financial reporting.

As part of its oversight of the Company's financial statements, the Audit Committee reviewed and discussed with management and EY, the audited financial statements of the Company for the year ended December 31, 2020. The Audit Committee discussed with EY the matters that are required by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence. The Audit Committee has discussed with EY the registered public accounting firm's independence from the

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Company and its management, and considered the compatibility of non-audit services with the registered public accounting firm's independence.

Based on its review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC. The Audit Committee has also appointed EY as the Company's independent registered public accounting firm for the year ended December 31, 2021.

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The following table contains information regarding the beneficial ownership of our common stock as of March 1, 2021 by:

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each director and nominee for director;



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each named executive officer; and



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all current directors and executive officers of the Company as a group.

Except as otherwise noted, the individual or his or her family members had sole voting and investment power with respect to such shares.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table contains information regarding the beneficial ownership of our common stock as of the dates indicated below by the stockholders that our management knows to beneficially own more than 5% of our outstanding common stock. The percentage of ownership is calculated using the number of outstanding shares on March 1, 2021.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of Fluor common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities. In addition to requiring prompt disclosure of open-market purchases or sales of Company shares, Section 16(a) applies to technical situations. The Company maintains and regularly reviews procedures to assist the Company in identifying reportable transactions and assists our directors and executive officers in preparing reports regarding their ownership and changes in ownership of our securities and filing those reports with the SEC on their behalf. Based solely upon a review of filings with the SEC, a review of Company records and written representations by our directors and executive officers, the Company believes that all Section 16(a) filing requirements were complied with for 2020, except that Joseph L. Brennan filed one Form 4 amendment relating to the grant of a Stock Growth Incentive Award that was inadvertently omitted from the original filing due to administrative error.

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OTHER BUSINESS

The Company does not intend to present any other business for action at the annual meeting and does not know of any other business intended to be presented by others.

ADDITIONAL INFORMATION

Electronic Delivery of Our Stockholder Communications

If you received the Notice or proxy materials by mail, we strongly encourage you to conserve natural resources and reduce the Company's printing and processing costs by signing up to receive your stockholder communications via e-mail. With electronic delivery, we will notify you via e-mail as soon as the annual report and the proxy statement are available on the internet, and you can submit your vote easily online. Electronic delivery can help reduce the number of bulky documents in your personal files and eliminate duplicate mailings. Your electronic delivery enrollment will be effective until you cancel it. To sign up for electronic delivery, go to http://enroll.icsdelivery.com/fluor. This link is also available in the investor relations section of our website at www.fluor.com. If you have questions about electronic delivery, please call our investor relations department at (469) 398-7222.

Expenses of Solicitation and "Householding" of Proxy Materials

The expense of the proxy solicitation will be paid by the Company. Some officers and employees may solicit proxies personally, by phone or electronically, without additional compensation. Innisfree M&A Incorporated has been engaged to assist in the solicitation for which it will receive approximately $20,000 plus reimbursement of reasonable expenses incurred on our behalf. The Company also expects to reimburse banks, brokers and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of the Company's common stock.

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the Notice or certain proxy materials addressed to those stockholders. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders, cost savings for companies and benefits to the environment. The Company and some brokers will be householding the Notice and proxy materials for stockholders who do not participate in electronic delivery of proxy materials, unless contrary instructions are received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding the Notice or proxy materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the Notice or proxy materials, or if you share an address with another stockholder and you would prefer to receive a single copy of the Notice or proxy materials instead of multiple copies, please notify Fluor's investor relations department at (469) 398-7222 or Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039 or, if your shares are held in a brokerage account, your broker. The Company promptly will deliver to a stockholder who received one copy of the Notice or proxy materials as the result of householding a separate copy of the Notice or proxy materials upon the stockholder's written or oral request directed to Fluor's investor relations department at (469) 398-7222 or Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. Please note, however, that if you

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wish to receive a paper proxy card or other proxy materials for purposes of this year's annual meeting, you should follow the instructions provided in the Notice.

Electronic Voting

Use of the internet or telephonic voting procedures described on page 88 of this proxy statement constitutes your authorization for Broadridge Financial Solutions, or in the case of shares held in Company retirement plans, the trustee, to deliver a proxy card on your behalf to vote at the annual meeting in accordance with your internet or telephonically communicated instructions.

Annual Report

Any stockholder who would like a copy of our 2020 Annual Report on Form 10-K, including the financial statements and the financial statement schedules, may obtain one, without charge, by addressing a request to the Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. You may also obtain access to a copy of the Form 10-K in the investor relations section of our website at www.fluor.com by clicking on "Financial Information" and "SEC Filings."

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2022 ANNUAL MEETING OF STOCKHOLDERS

We anticipate that the 2022 annual meeting of stockholders will be held on or about May 5, 2022.

Advance Notice Procedures

Under the Company's Bylaws, stockholders may nominate directors or bring other business before an annual meeting if written notice is delivered to the Company's Secretary (containing certain information specified in the Bylaws about the stockholder and the proposed action) not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the preceding year's annual meeting — that is, with respect to the 2022 annual meeting, between January 6, 2022 and February 5, 2022. These requirements are separate from the Company's proxy access procedures and the SEC's requirements that a stockholder must meet in order to have a stockholder proposal included in the Company's proxy statement (which are described below). Any notices should be sent to: Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039. The chair of the meeting may refuse to acknowledge or introduce any stockholder proposal or nomination if notice thereof is not received within the applicable deadlines or does not comply with the Bylaws. If a stockholder fails to meet these deadlines or fails to satisfy the requirements of Rule 14a-4 under the Exchange Act, the Company may exercise discretionary voting authority under proxies it solicits to vote on any such proposal as it determines appropriate.

Proxy Access Procedures

The Company's Bylaws permit a stockholder, or group of up to 20 stockholders, owning continuously for at least three years shares of Fluor stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in the Company's proxy materials director nominees constituting up to the greater of two or 20% of the Company's Board, provided that the stockholder(s) and nominee(s) satisfy the requirements in our Bylaws. Written notice of proxy access director nominees must be received not later than the close of business on the 120^th day nor earlier than the close of business on the 150^th day prior to the first anniversary of the date the definitive proxy statement was first sent to stockholders in connection with the preceding year's annual meeting — that is, with respect to the 2022 annual meeting, between October 20, 2021 and November 19, 2021. Any notices should be addressed to the Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039.

Stockholder Proposals for the 2022 Annual Meeting

Stockholders interested in submitting a Rule 14a-8 proposal for inclusion in the proxy materials for the annual meeting of stockholders in 2022 may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. To be eligible for inclusion, stockholder proposals should be received by the Company's Secretary no later than the close of business on November 19, 2021. Any proposals should be sent to: Secretary, Fluor Corporation, 6700 Las Colinas Boulevard, Irving, Texas 75039.

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Why did I receive a notice regarding internet availability of proxy materials instead of a full set of printed materials?

As permitted by SEC rules, we are making this proxy statement and our annual report available to our stockholders primarily via the internet, rather than mailing printed copies of these materials to each stockholder. We believe that this process will expedite stockholders' receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. Each stockholder (other than those who previously requested electronic delivery of all materials or previously elected to receive a paper copy of the proxy materials) will receive a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access and review the proxy materials on the internet, including our proxy statement and our annual report, and how to access an electronic proxy card to vote on the internet or by phone. The Notice also contains instructions on how to receive a paper copy of the proxy materials. If you receive a Notice, you will not receive a printed copy of the proxy materials unless you request one. If you receive a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice.

Who is entitled to vote at the meeting?

The Board set March 8, 2021 as the record date for the 2021 annual meeting. If you were a stockholder of record at the close of business on March 8, 2021, you are entitled to vote at the 2021 annual meeting.

What are my voting rights?

Stockholders have one vote for each share of Fluor common stock owned by them as of the close of business on March 8, 2021, the record date, with respect to all business of the meeting. There is no cumulative voting.

How many shares must be present to hold a meeting?

On March 8, 2021, the Company had 140,857,290 shares of common stock outstanding. The presence at the meeting, in person (online) or by proxy, of a majority of the outstanding shares of Fluor common stock on the record date will constitute a quorum at the annual meeting. Abstentions and broker non-votes (broker-held shares for which the brokers have not received voting instructions from clients and with respect to which the brokers do not have discretionary authority to vote on a matter) are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the annual meeting.

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How do I vote my shares?

If you are a stockholder of record as of the record date, you may authorize the voting of your shares in any of the following ways by following the instructions in the Notice:

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over the internet at www.proxyvote.com;



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telephonically by calling 1-800-690-6903;



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by completing, signing and mailing the printed proxy card, if you received or requested a paper copy of the proxy materials; or



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online during the virtual annual meeting.

Authorizations submitted over the internet at www.proxyvote.com or by phone must be received by 11:59 p.m. Eastern Daylight Time on May 5, 2021.

If the shares you own are held in "street name" by a bank, brokerage firm or other nominee, that nominee may provide you with a Notice. Follow the instructions on the Notice to access our proxy materials and vote online, or to request a paper or email copy of our proxy materials. If you receive these materials in paper form, a voting instruction card is included so you can instruct your bank, broker or other nominee how to vote your shares.

How do I vote if my shares are held in Company retirement plans?

If you hold any shares in Company retirement plans, you are receiving, or are being provided access to, the same proxy materials as any other stockholder of record. However, your proxy vote will serve as voting instructions to The Northern Trust Company, as trustee of the plans. If voting instructions (or any revocation or change of voting instructions) are not received by the trustee by 5:59 p.m. Eastern Daylight Time on May 4, 2021, or if you do not provide properly completed and executed voting instructions, any shares you hold in Company retirement plans will be voted by the trustee in favor of the ten nominees for director, and in proportion to the manner in which the other Company retirement plan participants vote their shares with respect to the other proposals.

What vote is required for the election of directors and the other proposals?

Proposal 1 — Election of Directors

Each director nominee receiving the majority of votes cast (number of shares voted "for" a director nominee must exceed the number of shares voted "against" that director nominee) will be elected as a director, provided that if the number of nominees exceeds the number of directors to be elected (a situation we do not anticipate), the directors shall be elected by a plurality of the votes cast. Abstentions and broker non-votes are not counted in the determination of votes cast, and thus do not have an effect on the outcome of voting for directors.

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Proposals 2 and 3 — Executive Compensation and Auditors

With respect to each of Proposals 2 and 3, the affirmative vote of the majority of shares represented in person (online) or by proxy at the annual meeting and entitled to vote on the proposal is required. Abstentions have the same effect as a vote "against" Proposals 2 and 3, and broker non-votes (if applicable) do not have an effect on the outcome of these proposals. Each of these votes is advisory, and the Board will give consideration to the voting results.

Broker Discretionary Voting

If your shares are held in street name and you do not provide voting instructions to your broker in advance of the annual meeting, NYSE rules grant your broker discretionary authority to vote your shares on "routine matters," including the ratification of the independent auditors (Proposal 3). However, the proposals regarding the election of directors and the advisory vote to approve executive compensation are not considered "routine matters." Therefore, if you hold your shares of Company common stock in street name and do not provide voting instructions to your broker, your shares will not be voted on Proposals 1 and 2. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on these proposals, even if you plan to attend the annual meeting. Please follow the instructions set forth in the Notice.

What if I do not specify how I want my shares voted?

For shares other than shares held in Company retirement plans or held in street name, if you properly submit a proxy without giving specific voting instructions, the proxyholders named therein will vote in accordance with the recommendation of the Board: (1) FOR the election of the ten director nominees listed above, (2) FOR the advisory resolution to approve executive compensation and (3) FOR the ratification of the appointment of EY as independent registered public accounting firm for the year ending December 31, 2021. As to any other business that may properly come before the meeting, the proxyholders will vote in accordance with their best judgment, although the Company does not presently know of any other business.

Can I revoke my proxy or change my vote after submitting my proxy?

Yes. For shares held of record, you may revoke your proxy or change your voting instructions by submitting a later-dated vote via the internet, by phone or by delivering written notice to the Secretary of the Company at any time prior to 24 hours before the commencement of the annual meeting, or by joining the virtual annual meeting and following the voting instructions provided on the meeting website. If you are a participant in Company retirement plans, you may revoke your proxy and change your vote, but only until 5:59 p.m. Eastern Daylight Time on May 4, 2021. If the shares you own are held in street name by a bank, brokerage firm or other nominee, you should contact that nominee if you wish to revoke or change previously given voting instructions.

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How do I attend the meeting?

To support the health and well-being of our employees and our shareholders, this year's annual meeting will be held exclusively online as an audio webcast, with no option to attend in person. The Company has sought to provide stockholders with the same rights and opportunities to participate in the annual meeting online as in person. If you plan to join the virtual meeting, you will need to visit www.virtualshareholdermeeting.com/FLR2021 and use your 16-digit control number provided in the Notice or proxy card to log into the meeting. If your shares are held in "street name" by a bank, brokerage firm or other nominee, you may participate in the annual meeting online, vote and submit questions during the meeting by visiting the meeting website and logging in with the control number on the voting instruction form or Notice sent to you. We encourage shareholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the annual meeting's 8:30 a.m. Central Daylight start time. We will have technicians available to assist with any difficulties you may have accessing the annual meeting. If you experience technical difficulties, please contact the technical support telephone number posted on www.virtualshareholdermeeting.com/FLR2021.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 8:30 a.m. CDT on the date specified above and at the Company's address specified below solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investor relations page of the Company's website at investor.fluor.com.

Will I be able to ask questions and participate in the virtual annual meeting?

Shareholders of record and proxy holders who provide their valid 16-digit control number will be able to participate in the annual meeting by voting their shares as outlined above. Such persons may also submit questions in advance of the annual meeting beginning approximately two weeks prior to the meeting until 11:59 p.m., Eastern Daylight Time on Friday, April 30, 2021, by logging into www.proxyvote.com and following the instructions on the website. In addition, shareholders attending the meeting can submit questions during the meeting by following the instructions on the meeting website.

We will answer questions that are pertinent to the annual meeting or the Company's business and that comply with the meeting rules of conduct during the annual meeting of stockholders, subject to time constraints. If we receive substantially similar questions, we may group such questions together. If we do not have sufficient time to respond to proper questions during the meeting, we will post those questions and responses on the investor relations page of our website as soon as practicable following the meeting. Questions regarding personnel matters or matters not relevant to meeting matters will not be answered. In addition, a replay of the annual meeting will be made available on our investor relations website as soon as practicable following the meeting.

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Beginning 15 minutes prior to, and during, the annual meeting, the list of our stockholders of record entitled to vote will be available for viewing at www.virtualshareholdermeeting.com/FLR2021 for any purpose germane to the meeting by stockholders of record with their valid 16-digit control number.

Additional information regarding the rules and procedures for participating in the virtual annual meeting (including the Q&A process, such as the number and types of questions permitted, the time allotted for questions, and how questions will be recognized, answered and disclosed) will be provided in our meeting rules of conduct, which shareholders can view once they log on to the meeting website.

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