Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | FLUOR CORPORATION |
Entity Central Index Key | 0001124198 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure pure in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE The following information shows the relationship between “compensation actually paid” (as calculated pursuant to SEC rules) to our executive officers and certain performance metrics. For further information concerning how we align compensation delivery with performance, refer to the “Compensation Discussion and Analysis.” (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Year Summary (1) Summary (1) Compensation (2) Compensation (2) Average (3) Average (4) Value of Initial Net (7) EBITDA (8) Company (5) Peer (6) 2022 N/A $ 12,325,814 N/A $ 20,141,956 $ 3,282,755 $ 4,457,139 $ 186 $ 209 $ 73 $ 347 2021 N/A $ 10,859,187 N/A $ 16,004,797 $ 3,616,290 $ 4,971,030 $ 133 $ 181 $ (401 ) $ 359 2020 $ 11,236,632 N/A $ 12,552,838 N/A $ 2,998,369 $ 3,128,373 $ 85 $ 121 $ (367 ) $ 321 (1) The amounts in columns (b) and (c) are the total compensation reported for Carlos Hernandez (our CEO for all of 2020, referred to herein as our “First CEO”) for 2020 and Mr. Constable (our CEO in 2022 and for all of 2021, referred to herein as our “Second CEO”) for 2021 and 2022 in the “Total” column of the Summary Compensation Table. (2) The amounts in columns (d) and (e) represent the “compensation actually paid” to our CEO in each year, computed pursuant to SEC rules. The amounts do not reflect the actual amount of compensation earned or received by our CEO during the applicable year. The following adjustments were made to total compensation for each year to determine the compensation actually paid: Reported Summary Reported Value of (a) Equity Award (b) Reported Change (c) Pension Benefit (d) Compensation 2022 $ 12,325,814 $ (8,792,837 ) $ 16,608,979 $ — $ — $ 20,141,956 2021 $ 10,859,187 $ (6,452,891 ) $ 11,598,501 $ — $ — $ 16,004,797 2020 $ 11,236,632 $ (4,638,852 ) $ 5,955,058 $ — $ — $ 12,552,838 (a) The amounts in this column represent the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) Equity award adjustments for each applicable are as follows: Year End Fair Year over Year Fair Value as of Change from End of Fair Value at the Value of Dividends or Total Equity 2022 $ 10,650,228 $ 5,296,626 $ — $ 662,125 $ — $ — $ 16,608,979 2021 $ 8,582,890 $ 2,427,575 $ — $ 588,036 $ — $ — $ 11,598,501 2020 $ 6,473,374 $ (9,191 ) $ — $ (541,512 ) $ — $ 32,387 $ 5,955,058 (c) The amounts in this column are the amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for the applicable year. (d) There were no pension benefit adjustments in the applicable years. (3) The amounts in column (f) represent the average of the amounts reported for our NEOs (other than our CEOs) as a group (the “Non-CEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The Non-CEO NEOs included for calculating the average amounts in each year are: (i) for 2022, Alan L. Boeckmann, Joseph L. Brennan, Thomas P. D’Agostino, Mark E. Fields and John R. Reynolds; (ii) for 2021, Alan L. Boeckmann, Joseph L. Brennan, Thomas P. D’Agostino, Mark E. Fields and Garry W. Flowers; and (iii) for 2020, Alan L. Boeckmann, Joseph L. Brennan, David E. Constable, Garry W. Flowers, Rick Koumouris and D. Michael Steuert. (4) The amounts in column (g) represent the average amount of “compensation actually paid” to the Non-CEO NEOs as a group, as computed in accordance with SEC rules. The following adjustments were made to average total compensation for each year to determine the compensation actually paid, using the same methodology described above in Note 2: Average Reported Average Reported Average Equity (a) Average Reported Average Pension (b) Average 2022 $ 3,282,755 $ (1,835,622 ) $ 3,010,006 $ — $ — $ 4,457,139 2021 $ 3,616,290 $ (1,883,783 ) $ 3,238,523 $ — $ — $ 4,971,030 2020 $ 2,998,369 $ (1,735,481 ) $ 1,965,517 $ (114,500 ) $ 14,467 $ 3,128,373 (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Average Year Year over Year Average Fair Value Average Change Average Fair Value Average Value of Total Average 2022 $ 1,446,410 $ 1,461,798 $ — $ 94,820 $ — $ 6,978 $ 3,010,006 2021 $ 2,313,069 $ 949,362 $ — $ 137,903 $ (169,087 ) $ 7,276 $ 3,238,523 2020 $ 2,057,954 $ (36,950 ) $ 41,050 $ (105,478 ) $ — $ 8,941 $ 1,965,517 (b) The average pension benefit adjustment for 2020 reflects the average actuarially determined service cost for services rendered by the non-CEO NEOs during the year (the “service cost”). There were no prior service costs attributable to any of the non-CEO NEOs for any year reported. (5) Cumulative TSR is calculated based on the value of an initial fixed investment of $100 on December 31, 2019, assuming reinvestment of dividends. (6) The peer group used for calculating peer group TSR is the Dow Jones Heavy Construction Industry Group Index. (7) The amounts in column (h) represent net earnings (loss) reflected in our audited financial statements for the applicable year. (8) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA in our incentive plans excludes certain items discussed above in the “Compensation Discussion and Analysis” under “— Performance Measures for 2022.” While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure that we used to link NEO compensation actually paid to our performance for the most recently completed fiscal year. | ||
Company Selected Measure Name | EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (3) The amounts in column (f) represent the average of the amounts reported for our NEOs (other than our CEOs) as a group (the “Non-CEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The Non-CEO NEOs included for calculating the average amounts in each year are: (i) for 2022, Alan L. Boeckmann, Joseph L. Brennan, Thomas P. D’Agostino, Mark E. Fields and John R. Reynolds; (ii) for 2021, Alan L. Boeckmann, Joseph L. Brennan, Thomas P. D’Agostino, Mark E. Fields and Garry W. Flowers; and (iii) for 2020, Alan L. Boeckmann, Joseph L. Brennan, David E. Constable, Garry W. Flowers, Rick Koumouris and D. Michael Steuert. | ||
Peer Group Issuers, Footnote [Text Block] | (6) The peer group used for calculating peer group TSR is the Dow Jones Heavy Construction Industry Group Index. | ||
PEO Total Compensation Amount | $ 12,325,814 | $ 10,859,187 | $ 11,236,632 |
PEO Actually Paid Compensation Amount | $ 20,141,956 | 16,004,797 | 12,552,838 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) The amounts in columns (d) and (e) represent the “compensation actually paid” to our CEO in each year, computed pursuant to SEC rules. The amounts do not reflect the actual amount of compensation earned or received by our CEO during the applicable year. The following adjustments were made to total compensation for each year to determine the compensation actually paid: Reported Summary Reported Value of (a) Equity Award (b) Reported Change (c) Pension Benefit (d) Compensation 2022 $ 12,325,814 $ (8,792,837 ) $ 16,608,979 $ — $ — $ 20,141,956 2021 $ 10,859,187 $ (6,452,891 ) $ 11,598,501 $ — $ — $ 16,004,797 2020 $ 11,236,632 $ (4,638,852 ) $ 5,955,058 $ — $ — $ 12,552,838 (a) The amounts in this column represent the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) Equity award adjustments for each applicable are as follows: Year End Fair Year over Year Fair Value as of Change from End of Fair Value at the Value of Dividends or Total Equity 2022 $ 10,650,228 $ 5,296,626 $ — $ 662,125 $ — $ — $ 16,608,979 2021 $ 8,582,890 $ 2,427,575 $ — $ 588,036 $ — $ — $ 11,598,501 2020 $ 6,473,374 $ (9,191 ) $ — $ (541,512 ) $ — $ 32,387 $ 5,955,058 (c) The amounts in this column are the amounts reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for the applicable year. (d) There were no pension benefit adjustments in the applicable years. | ||
Non-PEO NEO Average Total Compensation Amount | $ 3,282,755 | 3,616,290 | 2,998,369 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,457,139 | 4,971,030 | 3,128,373 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (4) The amounts in column (g) represent the average amount of “compensation actually paid” to the Non-CEO NEOs as a group, as computed in accordance with SEC rules. The following adjustments were made to average total compensation for each year to determine the compensation actually paid, using the same methodology described above in Note 2: Average Reported Average Reported Average Equity (a) Average Reported Average Pension (b) Average 2022 $ 3,282,755 $ (1,835,622 ) $ 3,010,006 $ — $ — $ 4,457,139 2021 $ 3,616,290 $ (1,883,783 ) $ 3,238,523 $ — $ — $ 4,971,030 2020 $ 2,998,369 $ (1,735,481 ) $ 1,965,517 $ (114,500 ) $ 14,467 $ 3,128,373 (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Average Year Year over Year Average Fair Value Average Change Average Fair Value Average Value of Total Average 2022 $ 1,446,410 $ 1,461,798 $ — $ 94,820 $ — $ 6,978 $ 3,010,006 2021 $ 2,313,069 $ 949,362 $ — $ 137,903 $ (169,087 ) $ 7,276 $ 3,238,523 2020 $ 2,057,954 $ (36,950 ) $ 41,050 $ (105,478 ) $ — $ 8,941 $ 1,965,517 (b) The average pension benefit adjustment for 2020 reflects the average actuarially determined service cost for services rendered by the non-CEO NEOs during the year (the “service cost”). There were no prior service costs attributable to any of the non-CEO NEOs for any year reported. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Cumulative TSR | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and EBITDA | ||
Total Shareholder Return Vs Peer Group [Text Block] | Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the following graph, our cumulative TSR over the three-year period presented in the table was 86%, while the cumulative TSR of the peer group presented for this purpose, the Dow Jones Heavy Construction Industry Group Index, was 109% over the three years presented in the table. In addition, the graph below shows the cumulative TSR for the S&P 500 Index, the index we use to calculate the Relative TSR measure in our incentive plans, which was 25% over the same period. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to the “Compensation Discussion and Analysis.” | ||
Tabular List [Table Text Block] | F As described in greater detail in the “Compensation Discussion and Analysis,” our executive compensation program is designed to link pay with performance by establishing rigorous goals for our performance-based incentives. As required by SEC rules, the table below presents a list of performance measures, which in our assessment represent the most important performance measures we used in 2022 to link executive compensation actually paid to our NEOs to our performance. These performance measures are defined in the “Compensation Discussion and Analysis” under “— Performance Measures for 2022” and under “2022 Performance Awards”: Most Important Financial Performance Measures EBITDA Cash Flow from Operations EPS Relative TSR ROIC | ||
Total Shareholder Return Amount | $ 186 | 133 | 85 |
Peer Group Total Shareholder Return Amount | 209 | 181 | 121 |
Net Income (Loss) | $ 73,000,000 | $ (401,000,000) | $ (367,000,000) |
Company Selected Measure Amount | 347 | 359 | 321 |
PEO Name | Carlos Hernandez | Mr. Constable | Mr. Constable |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | EBITDA | ||
Non-GAAP Measure Description [Text Block] | (8) EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA in our incentive plans excludes certain items discussed above in the “Compensation Discussion and Analysis” under “— Performance Measures for 2022.” While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure that we used to link NEO compensation actually paid to our performance for the most recently completed fiscal year. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Cash Flow from Operations | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | EPS | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative TSR | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | ROIC | ||
Reported Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (8,792,837) | $ (6,452,891) | $ (4,638,852) |
Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 16,608,979 | 11,598,501 | 5,955,058 |
Year End Fair Value of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 10,650,228 | 8,582,890 | 6,473,374 |
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,296,626 | 2,427,575 | (9,191) |
Change from End of Prior Year in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 662,125 | 588,036 | (541,512) |
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 32,387 | ||
Non-PEO NEO [Member] | Reported Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,835,622) | (1,883,783) | (1,735,481) |
Non-PEO NEO [Member] | Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,010,006 | 3,238,523 | 1,965,517 |
Non-PEO NEO [Member] | Year End Fair Value of Equity Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,446,410 | 2,313,069 | 2,057,954 |
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,461,798 | 949,362 | (36,950) |
Non-PEO NEO [Member] | Change from End of Prior Year in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 94,820 | 137,903 | (105,478) |
Non-PEO NEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 6,978 | 7,276 | 8,941 |
Non-PEO NEO [Member] | Reported Change in the Actuarial Present Value of Pension Benefits [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (114,500) | ||
Non-PEO NEO [Member] | Pension Benefit Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 14,467 | ||
Non-PEO NEO [Member] | Fair Value at the End of the Prior Year of Equity Awards Forfeited in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (169,087) | ||
Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 41,050 |