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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 17, 2025
 
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware 001-16129 33-0927079
(State or other jurisdiction of
incorporation or organization)		 (Commission File Number) (IRS Employer Identification
Number)
 
6700 Las Colinas Blvd. 
Irving,Texas75039
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (469) 398-7000

 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per shareFLRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                         Emerging growth company ☐ 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

New Chief Executive Officer

On February 17, 2025, the Board of Directors (the “Board”) of Fluor Corporation (the “Corporation”) appointed Mr. James R. Breuer as Chief Executive Office of the Corporation, effective May 1, 2025. Mr. Breuer is replacing Mr. David E. Constable, who will continue to serve as Executive Chairman of the Board.

Mr. Breuer, age 56, has served as Chief Operating Officer of the Corporation since August 2024. Prior to that he was Group President, Energy Solutions from January 2021 to August 2024, and President, Downstream – Energy & Chemicals from 2019 to 2021. Mr. Breuer joined the Corporation in 1993.

Mr. Breuer does not have any family relationships with any director or executive officer of the Corporation, and there are no arrangements or undertakings with any person pursuant to which he was selected as an officer of the Corporation. In addition, no transactions involving Mr. Breuer have occurred or are currently contemplated that are required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.

In his role as Chief Executive Officer, Mr. Breuer will receive an annual base salary of $1,250,000. He will be eligible for a cash award under the Corporation’s annual incentive program with a target of 140% of base salary. His base salary and cash target award will be pro-rated from his appointment as Chief Executive Officer on May 1, 2025. He will receive a 2025 long-term incentive grant of $3,958,333, the value of which will be granted as 35% restricted stock units, 15% stock options and 50% performance-based stock awards. He will also participate in other compensation programs commensurate with other executives at his level. In connection with his appointment, the Corporation and Mr. Breuer will enter into an amended and restated change in control agreement, a form of which was filed with the Corporation’s Current Report on Form 8-K filed on June 29, 2010.

The Board has also nominated Mr. Breuer for election to the Board at the next Annual Meeting of Stockholders. Mr. Breuer is expected to be a member of the Executive Committee upon his election to the Board.

In his role as Executive Chairman, Mr. Constable will receive an annual base salary of $525,000. He will be eligible for a cash award under the Corporation’s annual incentive program with a target of 100% of base salary. His new base salary and cash target award will be pro-rated from May 1, 2025. He will receive a 2025 long-term incentive grant of $7,533,333, the value of which will be granted as 35% restricted stock units, 15% stock options and 50% performance awards. He will continue to participate in other compensation programs commensurate with other executives at his level.

Chief Financial Officer Compensation

As previously reported on December 3, 2024, the Board appointed Mr. John C. Regan as Executive Vice President and Chief Financial Officer, effective March 1, 2025. Mr. Regan will also continue to serve as the Corporation’s principal accounting officer. On February 17, 2025, the Organization and Compensation Committee of the Board determined that Mr. Regan will receive an annual base salary for 2025 of $675,000. He will be eligible for a cash award under the Corporation’s annual incentive program with a target of 95% of base salary. He will receive a 2025 long-term incentive grant of $1,400,000, the value of which will be granted as 35% restricted stock units, 15% stock options and 50% performance-based stock awards. He will also participate in other compensation programs commensurate with other executives at his level.

Further details concerning the Corporation’s executive compensation program are described in the Corporation’s definitive proxy statement, dated March 13, 2024, under the heading “Compensation Discussion and Analysis.”

Item 7.01. Regulation FD Disclosure.

A copy of the Corporation’s press release regarding the appointment of Messrs. Breuer and Constable to their new roles is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
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Exhibit
Number
Description
99.1
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 18, 2025
FLUOR CORPORATION
  
 By:/s/ Kevin B. Hammonds
  Kevin B. Hammonds
  Executive Vice President, Chief Legal Officer

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Fluor CorporationBrett TurnerExhibit 99.1
6700 Las Colinas BlvdMedia Relations
Irving, Texas 75039864.281.6976
469.398.7000
Jason Landkamer
Investor Relations
469.398.7222
image_0.jpg
News Release

FOR IMMEDIATE RELEASE

Fluor Announces Appointment of Jim Breuer as CEO; David E. Constable to Transition to Executive Chairman

IRVING, Texas (February 18, 2025) – Fluor Corporation (NYSE: FLR) announced today that its Board of Directors has appointed Chief Operating Officer (COO), Jim Breuer, as Chief Executive Officer (CEO), effective May 1, 2025. David E. Constable, Fluor’s current Chairman and CEO, will transition into the role of Executive Chairman on the same date, ensuring continuity of leadership and strategic direction of the company.

Breuer has held the role of COO since 2024, driving a more holistic approach to Fluor’s markets, talent deployment and project delivery excellence. Prior to his COO role, he held several executive leadership positions including Group President of Energy Solutions. His engineering, procurement and construction experience spans four continents in the energy, chemicals, mining and metals, and power sectors. In his 31 years at Fluor, Breuer has held a variety of executive and project roles, including spending half of his career on assignments outside of the United States.

“I am incredibly proud of what we have achieved over the past four years under our ‘building a better future’ strategy, having strengthened our balance sheet, secured a high-quality backlog and restored stakeholder confidence in our project delivery value proposition,” said Constable. “Jim has played an instrumental role in our success and the Board and I have full confidence in his ability to lead Fluor, as we transition from a ‘fix and build’ phase to the next chapter of our strategy, ‘grow and execute’. Jim’s deep knowledge of our global operations, markets, partners and clients



will be crucial in driving our heightened focus on business growth, executing projects with excellence, developing the next generation of leaders and delivering sustainable earnings.”
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“I am grateful to the Board of Directors for the opportunity to lead Fluor at this pivotal time and to build on the strong platform for growth we have collectively established under David’s leadership,” said Breuer. “I look forward to my ongoing working relationship with David as Executive Chairman, and collaborating with the Board, the Fluor Management Team and our dedicated employees and partners across the globe as we continue to deliver value for our clients and shareholders.”

About Fluor Corporation
Fluor Corporation (NYSE: FLR) is building a better world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s nearly 27,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $16.3 billion in 2024 and is ranked 265 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than a century. For more information, please visit www.fluor.com or follow Fluor on Facebook, Instagram, LinkedIn, X and YouTube.

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