Alan M. Bennett
FLUORAbout Alan M. Bennett
Independent director since 2011 (age 74), Bennett chairs Fluor’s Audit Committee and serves on the Executive and Organization & Compensation Committees. He is a former President & CEO of H&R Block (2010–2011), interim CEO (2007–2008), and SVP/CFO of Aetna (2001–2007), with ~40 years of accounting and finance experience; the Board has designated him an Audit Committee Financial Expert. He currently serves on the boards of Halliburton Company and The TJX Companies, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H&R Block, Inc. | President & Chief Executive Officer | 2010–2011 | Led strategic and financial planning at a public company |
| H&R Block, Inc. | Interim Chief Executive Officer | 2007–2008 | Oversight of operations and transition leadership |
| Aetna Inc. | Senior Vice President & Chief Financial Officer | 2001–2007 | Deep finance and accounting leadership at scale |
External Roles
| Company | Role | Notes |
|---|---|---|
| Halliburton Company | Director | Current public company directorship |
| The TJX Companies, Inc. | Director | Current public company directorship |
Board Governance
- Committee assignments: Audit (Chair), Executive, Organization & Compensation; independence affirmed (one of 9 independent nominees). Audit Committee financial expert designation.
- Committee activity: Audit met 5 times; Executive met 3 times; Organization & Compensation met 6 times (including executive sessions with independent advisor).
- Attendance and engagement: Board held 6 meetings in 2024; every director attended all Board and applicable committee meetings; 4 executive sessions of independent directors held; all directors attended the 2024 annual meeting.
- Independence and related-party: Board reviewed director relationships and charitable contributions; no relationships exceeding thresholds under independence standards. Governance Committee policy governs related-person transactions; no related-person transactions requiring disclosure.
- Governance practices: Majority voting in uncontested elections; proxy access (3%/3 years, up to 2 seats or 20%); stockholder right to call special meetings; independent Lead Director; 100% independent committees; director limit of ≤4 public boards; mandatory retirement age 75.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $185,000 | Includes Board retainer and applicable committee/leadership retainers; standard cash structure: Board $130,000; Audit Chair +$20,000; Org & Comp/Governance/Commercial Chairs +$15,000; Lead Independent +$35,000 (paid quarterly). |
| Stock Awards (RSUs) | $170,005 | Annual RSU grant valued at $170,000 on grant date; RSUs vested immediately upon grant in 2024. |
| All Other Compensation | $7,640 | Charitable gift match $7,500; director life insurance premium $140. |
| Total | $362,645 | Sum of cash fees, RSUs, and other comp. |
- Director compensation design: Cash retainer ($130,000), chair premia (Audit $20,000; other chairs $15,000), Lead Independent $35,000; annual RSU grant $170,000 (vested at grant in 2024). Deferred compensation elections available for fees and RSUs; RSU deferrals settle in shares.
Performance Compensation
Directors do not receive performance-based equity at Fluor; annual director RSUs are time-based (vesting immediately in 2024) with no financial or TSR performance conditions.
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Financial/TSR hurdles (EBT, TSR, etc.) | No | NEO long-term incentives use performance metrics; directors’ RSUs are time-based. |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Halliburton Company | Director | No compensation committee interlocks in 2024 despite Bennett serving on FLR’s Organization & Compensation Committee. |
| The TJX Companies, Inc. | Director | No compensation committee interlocks in 2024. |
Expertise & Qualifications
- Audit leadership and financial expertise: ~40 years in accounting and finance; Audit Committee Chair; designated Audit Committee Financial Expert.
- Public company C-suite experience: Former CEO and CFO roles (H&R Block; Aetna), providing strategic and financial oversight capabilities.
- Broad business operations, sales/marketing background, and risk/compliance familiarity relevant to EPC industry oversight.
Equity Ownership
| Measure (as of Mar 3, 2025) | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 52,081 | Includes any shares held directly or indirectly per SEC rules. |
| % of Shares Outstanding | <1% | Less than 1% of outstanding common stock. |
| Shares Acquirable ≤60 Days | 22,647 | Vested RSUs deferred under Director Deferred Compensation Program, settleable within 60 days. |
| Unvested Stock/Options at 12/31/2024 | None | No unvested stock or option awards outstanding for non-employee directors at year-end. |
| Director Stock Ownership Guideline | 5× annual cash retainer within 5 years | Policy applies to all non-management directors. |
| Hedging/Pledging | Prohibited | Applies to directors and employees under insider trading policy. |
Governance Assessment
- Board effectiveness: As Audit Chair and financial expert, Bennett anchors financial reporting, internal controls, audit independence, and cybersecurity oversight (Audit charter clarifies sustainability-related disclosure controls). Strong attendance (100%) and independent committee leadership strengthen investor confidence.
- Alignment & incentives: Director compensation balances cash and equity; immediate RSU vesting is mitigated by robust stock ownership guidelines and hedging/pledging prohibitions.
- Conflicts/related-party risk: No related-person transactions requiring disclosure; independence review found no material relationships. No compensation committee interlocks in 2024.
- Refreshment/tenure signal: Mandatory retirement age 75 may imply near-term transition (Bennett age 74), supporting ongoing board refreshment considerations.
- Shareholder signals: 2024 say-on-pay approval ~92% indicates broad investor support for Fluor’s compensation governance; annual advisory votes sustained.
RED FLAGS: None disclosed in proxy related to Bennett (no related-party transactions; no delinquent Section 16 filings cited for him; hedging/pledging prohibited). Upcoming retirement-age threshold is a monitoring item rather than a current red flag.