H. Paulett Eberhart
FLUORAbout H. Paulett Eberhart
Independent director of Fluor Corporation; age 71; director since 2020 (with prior service 2010–2011); currently serves on the Organization & Compensation Committee and the Commercial Strategies & Operational Risk Committee, bringing multi‑decade CEO and technology/operations experience from HMS Ventures, CDI Corp., Invensys Process Systems, and Electronic Data Systems (EDS) . She is affirmed independent under NYSE standards; Fluor’s Board has 100% independent committees and holds regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HMS Ventures | Chair & Chief Executive Officer | 2014–present | Technology services and real estate; governance/operations leadership |
| CDI Corp. | President & Chief Executive Officer | 2011–2014 | Led engineering/IT outsourcing and professional staffing company |
| HMS Ventures | Chair & Executive Officer | 2009–2011 | Strategic oversight in technology services/real estate |
| Invensys Process Systems, Inc. | President & Chief Executive Officer | 2007–2009 | Process automation leadership, operations/financial rigor |
| Electronic Data Systems (EDS) | Senior executive | Not disclosed | Global operational, financial and IT expertise; accounting knowledge |
External Roles
| Company | Role | Status |
|---|---|---|
| KORE Group Holdings, Inc. | Director | Current |
| LPL Financial Holdings Inc. | Director | Current |
| Valero Energy Corporation | Director | Current |
| Anadarko Petroleum Corporation | Director | Former |
| Vine Energy Inc. | Director | Former |
Board Governance
- Independence: Board determined all nominees except the Executive Chairman and CEO are independent; Eberhart is independent .
- Committee memberships (current year): Organization & Compensation (member); Commercial Strategies & Operational Risk (member) .
- Committee chairs (context): Organization & Compensation Chair — James T. Hackett; Commercial Strategies & Operational Risk Chair — Armando J. Olivera (retiring at the 2025 meeting) .
- Attendance: In 2024, the Board held six meetings; each director attended all Board and committee meetings held during their service period .
- Executive sessions: Four executive sessions of independent directors held in 2024; Lead Independent Director presides (Hackett; term to January 2028) .
- Board service limits: Directors limited to no more than four public company boards; all nominees comply with guidelines based on current commitments .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $130,000 | Non‑management director cash retainer; paid quarterly |
| Committee chair fees | $0 | Not a chair; chair fees: Audit $20k, O&C/Governance/CSOR $15k; Lead Independent Director $35k |
| Meeting fees | $0 | Not disclosed/none |
| All Other Compensation (total) | $1,436 | Charitable match $1,295; life insurance premium $140 |
- 2024 Director compensation totals for Eberhart: Fees $130,000; Stock awards $170,005; All other $1,436; Total $301,441 .
Performance Compensation
Directors receive an annual RSU grant with fair value $170,000, vesting immediately upon grant at the annual meeting (aligns director interests with shareholders; no performance conditions) .
| Equity Award | Grant Value (USD) | Vesting | Valuation Basis |
|---|---|---|---|
| Annual RSU grant | $170,005 | Immediate upon grant | NYSE closing price at grant ($40.41); prorated grant for new appointees (e.g., Glatch) |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None in 2024, despite Eberhart’s service on the Organization & Compensation Committee .
- Related person transactions: Governance Committee policy in place; company is not aware of any related party transactions requiring disclosure .
Expertise & Qualifications
- CEO experience across public/private companies; global operations and financial/accounting expertise; IT and process automation domain knowledge; governance experience including prior lead director roles .
- Finance/accounting knowledge and governance/compliance competencies are highlighted in Board skills matrix context for directors collectively; Fluor committees are 100% independent .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 35,001 (less than 1% outstanding) |
| Director ownership guideline | 5x annual cash retainer (=$650,000) |
| Value of beneficial shares (Dec 31, 2024) | ≈ $1,726,– calculated as 35,001 × $49.32 (closing price) |
| Unvested director equity at YE 2024 | None (no unvested stock/options for non‑employee directors) |
| Hedging/pledging | Prohibited for directors and employees |
| Deferred compensation | Directors may defer fees/RSUs; stock ownership requirement remains (5× retainer) |
Ownership alignment assessment: Eberhart exceeds the 5× retainer guideline based on disclosed holdings and year‑end price .
Governance Assessment
- Board effectiveness: 100% independent committees; robust evaluation processes; clear risk oversight delineation across Audit, CSOR, O&C, and Governance committees where Eberhart is active .
- Independence & engagement: Full attendance; regular executive sessions; Lead Independent Director structure; independence affirmed; director commitment limits observed .
- Compensation governance signals: Say‑on‑pay support ~92% in 2024; O&C retains independent consultant (FW Cook); clawback policy adopted in 2023; no excise tax gross‑ups in CIC agreements (company policy context) .
- Potential conflicts: Multiple external boards in sectors adjacent to Fluor’s clients (e.g., energy/financial services); company reports no related person transactions requiring disclosure; hedging/pledging banned — mitigating alignment risks .
Compensation Committee Analysis (context)
- Committee members: Hackett (Chair), Bennett, Eberhart, Rose; six meetings in 2024 with executive sessions and independent advisor participation .
- Independent consultant: FW Cook engaged; no conflicts of interest; peer group used for benchmarking .
- Interlocks: None reported for 2024 .
Say‑on‑Pay & Shareholder Feedback (context for O&C oversight)
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | ~92% approval |
- Management response: Increased Relative TSR weighting in 2025 performance awards to better align with peers and long‑term shareholder value .
Compensation Peer Group (context)
The committee benchmarks against a defined peer set including direct E&C competitors and broader industrials (e.g., AECOM, Jacobs, KBR, Quanta Services, EMCOR, Baker Hughes, Cummins, PACCAR, Parker‑Hannifin, etc.) .
Risk Indicators & Red Flags
- RED FLAGS: None disclosed — no related party transactions; no committee interlocks; hedging/pledging prohibited; directors in compliance with service limits; full attendance .
- Monitoring items: Multi‑board service across energy/finance/technology should continue to be evaluated for information flows and potential conflicts; company governance policies and independence standards are robust, with annual reviews .
Notes
- Director cash and equity compensation amounts, attendance, independence, committee roles, stock ownership, and related governance policies are sourced from Fluor’s 2025 definitive proxy statement .