James R. Breuer
FLUORAbout James R. Breuer
James R. Breuer is Fluor’s incoming Chief Executive Officer, effective May 1, 2025, after serving as Chief Operating Officer (since August 2024) and previously Group President, Energy Solutions (2021–2024); he first joined Fluor in 1993, with prior leadership roles spanning Downstream – Energy & Chemicals and Mining & Metals in South America . Under Fluor’s recent operating plan, the company delivered 2024 revenue of $16.3B (up from $15.5B in 2023), operating cash flow of $828M, and 79% reimbursable backlog, with $125M of buybacks in Q4 2024 . Over the 2022–2024 performance award cycle, Fluor’s cumulative TSR was 119%, ranking at the 95th percentile of S&P 500 peers (final rating 2.00) and contributing to performance award payouts at 119% of target for that cycle . Annual NEO incentives paid at an average of 138% of target for 2024, reflecting outperformance on cash generation and strategic priorities .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fluor | Chief Operating Officer | 2024–Apr 2025 | Oversaw global operations and transition to CEO; corporate annual incentive metrics applied (EBITDA, Cash Flow from Segments, Safety, Strategic) . |
| Fluor | Group President, Energy Solutions | 2021–2024 | Led Energy Solutions with EBIT accountability; captured awards and positioning in battery chemicals, carbon capture FEED and nuclear FEED . |
| Fluor | President, Downstream — Energy & Chemicals | 2019–2021 | Senior leadership across downstream businesses (company biography) . |
| Fluor | VP & GM, South America — Mining & Metals | 2017–2019 | Regional leadership for Mining & Metals (company biography) . |
| Fluor | Various roles since joining | 1993–2016 | Progressive leadership spanning energy, chemicals, mining and metals (company biography) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NuScale Power Corporation | Director | Through May 2025 | Will leave the NuScale board upon expiration of current term in May 2025 . |
Fixed Compensation
| Metric | 2024 | 2025 (CEO, planned) |
|---|---|---|
| Base Salary | $598,026 (salary earned; annualized base increased to $700,000 upon appointment as COO in Aug 2024) | $1,250,000 (effective May 1, 2025; pro-rated for 2025) |
| Target Bonus % | Prorated: 85% pre-COO; 100% post-COO | 140% of base salary (pro-rated for 2025) |
| Target Bonus ($) | $558,200 (prorated) | Not disclosed in dollars; % target above |
| Actual Bonus Paid | $723,400 (overall ratings: 1.18 as Group President; 1.40 as COO; average 1.30) | Not applicable yet |
Performance Compensation
- Annual incentive design (2024): Metrics and weights for Breuer-as-COO: EBITDA (35%), Cash Flow from Segments (35%), Safety (10%), Strategic (20). For portion of the year as Group President, Energy Solutions, included Energy Solutions EBIT (20%), with EBITDA 25% and Cash Flow from Segments 25% .
| Metric (Company-wide 2024) | Weight (COO) | Target | Actual | Rating |
|---|---|---|---|---|
| EBITDA | 35% | $631.0M | $549.7M | 0.79 |
| Cash Flow from Segments | 35% | $351.2M | $713.3M | 2.00 |
| Energy Solutions EBIT (for Group President portion) | 20% | $510.0M | $399.0M | 0.64 |
| Safety | 10% | Not disclosed | Company assessment | Not disclosed |
| Strategic Performance | 20% | Annual goals set in Q1 | Achievements listed below | Not rated numerically (part of overall) |
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Individual 2024 strategic achievements (selected): Captured strong awards/positioning in battery chemicals, carbon capture FEED, nuclear FEED; instituted flexible work allocation platform; partnered to benchmark commercial/execution parameters .
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Long-term incentives (LTI) program design: 50% Performance Awards (EBT multi-year with annual goals and 3-year relative TSR), 35% RSUs (vest 1/3 per year), 15% stock options (vest 1/3 per year; 10-year term). 2025 Performance Awards mix updated to 70% EBT and 30% Relative TSR (from 80/20 in 2024) .
| 2024 LTI Awards (target grant values) | Performance Awards | RSUs | Stock Options | Total |
|---|---|---|---|---|
| Breuer | $550,000 | $385,000 | $165,000 | $1,100,000 |
| 2024 Grants of Plan-Based Awards (Breuer) | Grant date | Units/Shares | Exercise Price | Grant-date Fair Value |
|---|---|---|---|---|
| RSUs | Feb 23, 2024 | 10,401 | — | $385,046 |
| Stock Options | Feb 23, 2024 | 9,729 | $37.02 | $165,030 |
| 2022 PA (3rd tranche) | Feb 16, 2024 | 4,566 target; 9,132 max | — | $192,183 |
| 2023 PA (2nd tranche) | Feb 16, 2024 | 4,102 target; 8,204 max | — | $172,564 |
| 2024 PA (1st tranche) | Feb 23, 2024 | Not disclosed | — | $287,518 |
| 2024 Performance Awards – EBT target range | Min (0.5x) | Target (1.0x) | Max (2.0x) | Actual | Rating |
|---|---|---|---|---|---|
| EBT ($M) | $488.0 | $697.2 | $906.4 | $653.3 | 0.90 |
| 2022–2024 Performance Awards (cycle result) | EPS intermediate | ROIC intermediate | Relative TSR (3-yr) | Final Payout |
|---|---|---|---|---|
| Ratings | 0.94 (2024 EPS) etc. | 0.93 (2024 ROIC) etc. | 2.00 (95th percentile; 119% 3-yr TSR) | 119% of target |
Equity Ownership & Alignment
| Ownership item | Detail |
|---|---|
| Beneficial ownership (Mar 3, 2025) | 100,914 shares; less than 1% of shares outstanding (168,019,474) |
| RSUs unvested (12/31/2024) | 41,953 units; market value $2,069,122 (at $49.32) |
| Equity incentive plan awards – unearned (12/31/2024) | 20,713 units (value not shown in excerpt) |
| Options – exercisable | 2,589 at $46.07; grant 2/23/2016; expire 2/23/2026 |
| Options – 2024 grant | 9,729 at $37.02; vest in equal thirds over 3 years; 10-year life |
| Ownership guidelines | CEO: 6x base salary; other NEOs: 2x base; all current NEOs satisfied as of Mar 1, 2025 |
| Hedging/pledging | Prohibited; cannot hold in margin or pledge as collateral |
Vesting cadence and potential selling pressure
- RSUs and options vest one-third annually on or around March 6 for three years after grant, creating recurring March vesting events that can drive liquidity needs/selling around tax settlements .
- Performance Awards cliff-vest after the three-year performance period (e.g., 2024 awards vest March 2027), creating concentrated vesting/supply events if/when earned .
Employment Terms
| Term/Scenario (Breuer) | Key economics/terms |
|---|---|
| Severance policy | Company maintains severance for terminations without cause; level based on salary and years of service up to a cap . |
| Change-in-control | Double-trigger; no excise tax gross-ups; automatic cutback to avoid excise tax if economically favorable . |
| Clawback | 2023 policy compliant with SEC/NYSE; recovers incentive comp for restatements (3-year lookback) . |
| Insider trading | Short sales, hedging, pledging prohibited . |
| Deferred comp eligibility | Eligible for Executive Deferred Compensation Program . |
| Perquisites | Taxable monthly allowance; spousal travel allowed for approved business purpose with related tax gross-up . |
Potential payments upon termination (as of 12/31/2024; illustrative)
| Scenario | Cash Severance | Annual Incentive | LTI – Options | LTI – RSUs | LTI – PAs | Total |
|---|---|---|---|---|---|---|
| Voluntary/Retirement (eligible) | — | — | $182,194 | $551,102 | $1,763,634 | $2,496,930 |
| Not for Cause | $700,000 | $558,200 | $182,194 | $551,102 | $1,763,634 | $3,755,130 |
| CIC + qualifying termination | $2,516,400 | $558,200 | $301,861 | $1,064,079 | $2,656,523 | $7,097,063 |
| Death/Disability | — | $558,200 | $182,194 | $551,102 | $1,763,634 | $3,055,130 |
Performance & Track Record
- 2024 performance backdrop: Revenue $16.3B vs. $15.5B in 2023; operating cash flow $828M; new awards $15.1B (85% reimbursable); reimbursable backlog 79%; repurchased $125M shares in Q4 2024 .
- Annual incentive outcomes: Corporate metrics delivered a 2.00x rating on Cash Flow from Segments and 0.79x on EBITDA; Energy Solutions EBIT portion rated 0.64x; Breuer’s overall payout 1.30x prorated across roles, yielding $723,400 .
- LTI alignment: 2022–2024 performance awards paid at 119% of target, driven by top-decile 3-year TSR (95th percentile) .
Board Governance
- Status: Director nominee elected in 2025; not independent due to status as an executive officer .
- Committees: Appointed to the Executive Committee upon election to the Board .
- Board leadership structure: Executive Chair (David E. Constable) and separate CEO (Breuer) effective May 1, 2025; Lead Independent Director (James T. Hackett) designated for 2025–2028 term .
- Executive sessions: Four independent-director executive sessions held in 2024 .
- Independence safeguards: All standing committees other than the Executive Committee are fully independent; hedging/pledging prohibitions and stock ownership guidelines in place .
Dual-role implications
- Breuer serves as CEO and director, but the Chair role is held by the Executive Chairman, preserving separation of Chair/CEO and maintaining strong independent oversight via the Lead Independent Director and fully independent key committees .
Compensation Structure Analysis
- High at-risk mix: For NEOs, majority of target TDC is variable; CEO target TDC ~90% variable and other NEOs ~75% variable in 2024 program design .
- Annual metrics emphasize cash generation and capital discipline: 2024 weights included EBITDA and Cash Flow from Segments (combined 70% for corporate officers), plus safety and strategic performance .
- LTI performance orientation: 50% performance awards (EBT with annual goals and 3-year TSR overlay), 35% RSUs, 15% options; 2025 mix increases TSR weighting to 30% (from 20%) – a positive alignment signal .
- Governance features: Dual-trigger CIC; no option repricing; no CIC excise tax gross-ups; robust clawback; prohibition on hedging/pledging; ownership guidelines (CEO 6x salary) with all current NEOs in compliance as of Mar 1, 2025 .
Compensation & Director Governance Context
- Peer group: AECOM, Jacobs, KBR, Dycom, EMCOR, Quanta, and others used for benchmarking; methodology balances industry peers and size filters .
- Say-on-pay: 92% approval at 2024 annual meeting; committee increased TSR weighting in 2025 awards in part to align with peer practices and shareholder value focus .
- Compensation committee: Fully independent; advised by FW Cook (no conflicts) .
- Compensation interlocks: None reported for 2024 .
Related-Party Transactions and Red Flags
- Related-party transactions: Company reports none requiring disclosure .
- Risk indicators: No option repricing; no CIC tax gross-ups; hedging/pledging prohibited; clawback in place. Note: a limited tax gross-up is provided for approved spousal travel (perquisite) .
Director Compensation (context for board service)
- Director pay details are provided for non-management directors only; Breuer is an employee-director and will be CEO, with executive compensation governed by NEO programs described above (section heading; employee-directors generally excluded from non-employee director compensation in proxy context).
Investment Implications
- Pay-for-performance is strengthening: elevated weight on cash generation in annual incentives and increased TSR weighting in 2025 LTI support external alignment; 2024 realized annual incentive above target (1.30x) and 2022–2024 LTIs paid at 119%, consistent with strong TSR – bullish for continuity under Breuer’s leadership .
- Selling pressure windows: Expect concentrated vesting-related supply in early March annually (RSUs/options 1/3 vest) and at three-year LTI cliffs (e.g., March 2027 for 2024 PAs), though insider policy and ownership guidelines moderate net selling .
- Retention/departure economics: Double-trigger CIC and sizeable equity acceleration under CIC create retention stickiness; no excise tax gross-ups reduces governance risk; perquisite travel gross-up is a minor watch item .
- Board structure mitigates dual-role risk: Separation of Executive Chair and CEO roles with a Lead Independent Director and independent committees supports oversight as Breuer transitions to CEO .
Bottom line: Breuer’s incentive portfolio is levered to cash generation, EBT, and relative TSR, with governance features that are shareholder-friendly. Monitor March vesting calendars, three-year PA cliffs, and progress on backlog quality/cash metrics that directly influence variable pay and, by extension, insider selling/retention dynamics .