Charles P. Blankenship Jr.
FLUORAbout Charles P. Blankenship Jr.
Independent director at Fluor Corporation (FLR), age 59, appointed to the Board in March 2025 and standing for election at the April 30, 2025 annual meeting . He is Chairman and CEO of Woodward, Inc. (since May 2022) and brings deep operating, technical and public-company leadership experience across aerospace, industrial equipment, specialty materials and appliances; prior roles include CEO of Arconic (2018–2019), CEO of GE Appliances (2016–2017), President & CEO of GE Appliances (2011–2016), and Montgomery Distinguished Professor of Practice at the University of Virginia’s School of Engineering (2019–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woodward, Inc. | Chairman & CEO | May 2022–Present | Public-company CEO experience; operational and financial leadership |
| Arconic | CEO | 2018–2019 | Specialty materials and industrial focus |
| GE Appliances | CEO | 2016–2017 | Consumer/industrial operations |
| GE Appliances | President & CEO | 2011–2016 | End-to-end P&L leadership |
| University of Virginia | Montgomery Distinguished Professor of Practice | Aug 2019–Jan 2022 | Engineering/technology pedagogy |
External Roles
| Organization | Role | Status |
|---|---|---|
| Woodward, Inc. | Director | Current |
| Arconic Corporation | Director | Former |
Board Governance
- Independence: Determined independent under NYSE and Fluor standards; among 9 of 11 independent nominees in 2025 .
- Committee assignments: Audit Committee member; Commercial Strategies & Operational Risk (CSOR) Committee member; not a chair .
- Audit Committee context: 5 meetings in 2024; Audit oversight includes ERM, cybersecurity, disclosure controls; committee financial experts are Alan Bennett and Matthew Rose (Blankenship is not designated a financial expert) .
- CSOR context: 5 meetings in 2024; oversight of commercial strategy, project risk identification and mitigation .
- Attendance and engagement: Board held 6 meetings and 4 executive sessions in 2024; policy requires directors to attend annual meeting. Blankenship joined in March 2025 (no 2024 attendance applicable) .
- Lead Independent Director: James T. Hackett (term through Jan 2028) .
- Time-commitment limits: Directors limited to ≤4 public boards; executive officers of public companies may serve on no more than one other public company board in addition to Fluor’s—Blankenship appears compliant (Woodward + Fluor) .
- Related-party transactions: Company reports none requiring disclosure .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-management directors) | $130,000 | Paid quarterly |
| Committee chair fees | Audit chair: +$20,000; Org & Comp, Governance, CSOR chairs: +$15,000 | Not applicable to Blankenship (member, not chair) |
| Lead Independent Director retainer | +$35,000 | For designated LID |
| Annual equity grant (RSUs) | $170,000 fair value at grant | Granted at annual meeting; immediate vest; directors may defer RSUs |
| Director ownership guideline | 5× annual cash retainer | Must reach within 5 years |
| Deferral program | Fees/RSUs may be deferred; multiple fund choices; no guaranteed returns | Pre-2013 stock deferrals earned 25% premium; discontinued for deferrals after Jan 1, 2013 |
2024 Director Compensation Table shows cash and RSU values for then-serving directors; Blankenship was appointed in March 2025, so his personal 2024 director compensation is not disclosed .
Performance Compensation
| Element | Metrics | Terms |
|---|---|---|
| Performance-based awards | None for non-employee directors | Annual director RSUs vest immediately without performance conditions; no options for directors and no unvested awards at year-end 2024 |
Other Directorships & Interlocks
| Company | Sector Link to Fluor | Interlock/Conflict Notes |
|---|---|---|
| Woodward, Inc. (CEO, Director) | Aerospace/industrial controls; supplier components, not EPC | No related-party transactions disclosed; governance standards prohibit material relationships |
| Arconic (former Director) | Specialty materials | Historical role; no current interlock |
Expertise & Qualifications
- Public-company CEO and operations leadership; finance/accounting and risk oversight exposure; governance/compliance; human capital/compensation; industry experience (aerospace/industrial); international business; corporate development; strategic planning .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Charles P. Blankenship Jr. | 767 | <1% |
- Vested vs. unvested: Fluor reports that non-employee directors held no unvested stock or option awards at December 31, 2024 (due to immediate RSU vesting) .
- Pledging/hedging: Prohibited for directors and employees; short-term/speculative trading prohibited .
- Ownership guideline: 5× cash retainer within 5 years of joining; compliance status for new director not yet applicable .
Governance Assessment
- Strengths:
- Independent director with current CEO experience; adds technical and operational depth to Audit and CSOR risk oversight .
- Strong board governance policies: majority voting, annual elections, executive sessions, independent committees, proxy access, anti-hedging/pledging, clawback adoption (for executives) .
- Director compensation structure leans to equity RSUs (aligned to stock performance over time) and robust ownership guideline (5× retainer) .
- Risks/Watch items:
- Dual role as CEO of Woodward increases scheduling demands; Fluor limits are in place and he appears compliant on board commitments .
- Early-stage ownership (767 shares) implies limited “skin-in-the-game” today, though guideline allows 5-year ramp and hedging/pledging is prohibited .
- Conflicts/Related parties: No related-party transactions reported; charity thresholds kept below independence standards .
- Board effectiveness signals: Annual committee/board evaluations; clear risk oversight mapping across committees; cybersecurity tabletop exercises involving full Board .
Shareholder Feedback (Say-on-Pay context)
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | ~89% For |
| 2024 | ~92% For |
Organization & Compensation Committee uses an independent consultant (FW Cook); no compensation committee interlocks reported for 2024 .
Insider Trades
- Proxy discloses beneficial ownership counts as of March 3, 2025; no Form 4 transaction details are included in the proxy filing. For real-time Form 4 updates, review SEC EDGAR filings; the Company reports no delinquent Section 16(a) reports in the cited sections .