Tracey Cook
About Tracey Cook
Tracey H. Cook (age 57) is an independent director of Astec Industries (ASTE) since 2018 and currently chairs the Audit Committee while serving on the Compensation Committee . She is Senior Vice President, Strategic HR Business Partner at Fluor Corporation; previously President of AMECO (2014–2023), and earlier AMECO CFO, VP Regional Operations (North America/Caribbean), and COO, having joined Fluor in 1989 . Cook holds a B.S. in Accounting from the University of South Carolina and completed executive programs at Wharton and Thunderbird; she is designated an Audit Committee financial expert on Astec’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Senior Vice President, Strategic HR Business Partner | Current | Leads strategic talent planning across all business segments |
| AMECO (Fluor subsidiary) | President | 2014–2023 | Led divestitures of global businesses; completed last region in 2023; supported M&A for Fluor |
| AMECO (Fluor subsidiary) | CFO; VP Regional Operations (NA/Caribbean); COO | 2001–2014 | Optimized operations and finance; executed dealership divestitures in 2001 |
| Fluor (various projects) | Finance roles; new business/e-commerce initiatives | Pre‑2001 | Multi-industry finance; operational initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fluor Corporation | Senior Vice President, Strategic HR Business Partner | Current | Fortune 500 engineering and construction company |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Audit Committee composition & activity: Cook (Chair), Gliebe, Jain, Shannon; nine meetings in 2024; Cook designated a financial expert .
- Compensation Committee composition & activity: Knoll (Chair), Cook, Gliebe, Jackson; four meetings in 2024 .
- Independence: All directors except the CEO are independent; independent directors hold executive sessions at least four times annually .
- Attendance: Board held six meetings in 2024; each incumbent director attended ≥75% of aggregate Board/committee meetings; all applicable directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chairman (William D. Gehl) . Class III term for Cook runs to 2028 if re‑elected .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 102,500 |
| Stock Awards (RSUs grant-date fair value) | 125,000 |
| Total | 227,500 |
| Non‑Employee Director Compensation Plan Terms | Amount |
|---|---|
| Annual Board Retainer (cash/stock/deferred) | $75,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member (non‑chair) | $10,000 |
| Compensation Committee Chair | $15,000 |
| Compensation Committee Member (non‑chair) | $7,500 |
| Nominating & Corporate Governance Chair | $15,000 |
| Nominating & Corporate Governance Member (non‑chair) | $7,500 |
| Annual Director Stock Award (RSUs) | $125,000 (increased from $110,000 in May 2024) |
Notes:
- Directors may elect to defer stock awards; dividend equivalents accrue to deferred accounts and convert into additional shares upon distribution .
- Director stock ownership guideline: minimum 5× annual retainer; until met, directors must retain 75% of net shares received .
Performance Compensation
| Annual Incentive Plan (AIP) Metrics (Company-wide) | Weight | Threshold | Target | Maximum | Actual 2024 | Unweighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 110.4 | 138.0 | 165.6 | 111.8 | 52% |
| Working Capital Turnover (x) | 25% | 3.2 | 4.0 | 4.8 | 3.6 | 77% |
| Strategy Execution (ERP milestones) | 25% | 50% | 100% | 200% | 50% | 50% |
| Weighted Overall Payout (% of Target) | — | — | — | — | — | 58.1% |
| Long‑Term Incentive (Executive PSUs) | Weight | Performance Period | Metrics |
|---|---|---|---|
| Adjusted ROIC | 50% | Single 3‑year period; vests at 3rd anniversary | 0–200% payout with linear interpolation |
| Relative TSR (custom comparator) | 50% | Single 3‑year period; vests at 3rd anniversary | 0–200% payout; 25th/50th/75th percentile thresholds |
Governance features:
- Clawback policy adopted Oct 2, 2023 covers incentive‑based compensation and service‑based awards for restatements/misconduct .
- 2025 Equity Incentive Plan prohibits option/SAR repricing, has minimum one‑year vesting, no single‑trigger CIC vesting, and no tax gross‑ups; awards subject to clawback .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| — | — | No current public company directorships disclosed beyond Astec; biography lists Fluor executive roles only . |
- Compensation Committee interlocks: None disclosed; no insider participation issues .
Expertise & Qualifications
- Audit/Finance: Designated Audit Committee financial expert; extensive finance and operational leadership including AMECO CFO .
- M&A/Divestitures: Led AMECO global divestitures; supports Fluor M&A; experienced in acquisitions/integration .
- Industry/Operations: 30+ years in engineering, construction, and equipment industries with international scope .
- Human Capital: Strategic HR leadership at Fluor; deep experience in talent planning and organizational transformation .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned | 14,276 |
| RSUs included (unvested as of 12/31/2024) | 2,976 |
| Percent of Class | <1% |
| Ownership Guideline | 5× annual retainer |
| Compliance Status (as of Jan 1, 2025) | Met |
Governance Assessment
- Board effectiveness and independence: Cook chairs a highly active Audit Committee (nine meetings in 2024) with clear oversight of financial reporting, compliance, and cybersecurity; all directors (except CEO) independent; regular executive sessions; independent board chair—strong governance signals .
- Attendance and engagement: Board met six times; each incumbent director achieved ≥75% attendance; extensive shareholder engagement (118 meetings, five conferences in 2024) supports investor confidence .
- Alignment and incentives: Director pay mix balanced (cash $102,500; equity $125,000); ownership guideline achieved—positive alignment; increase in annual equity to peer median suggests market alignment rather than pay inflation .
- Pay‑for‑performance culture: Company AIP paid at 58.1% of target on mixed operational delivery; LTI PSUs tied to ROIC and relative TSR over three years—robust performance orientation .
- Conflicts and related‑party exposure: No related‑party transactions involving Cook disclosed; a small customer transaction related to another director (Prairie Contractors) was reviewed/ratified by Audit Committee—process appears sound .
- Policies and protections: Anti‑hedging policy; double‑trigger CIC benefits; no poison pill—shareholder‑friendly posture .
- Shareholder support: 2024 say‑on‑pay approved by >98%—strong validation of compensation governance .
RED FLAGS: None specific to Cook disclosed (no pledging, no related‑party transactions, no attendance issues). Continued monitoring warranted given her executive role at Fluor for any future commercial relationships with Astec (none disclosed) .