James T. Hackett
FLUORAbout James T. Hackett
James T. Hackett (age 71) is Fluor’s Lead Independent Director, designated for a three-year term expiring January 2028, and an independent director with service since 2016 (with prior service from March 2001 to April 2015) . He chairs the Organization & Compensation Committee and serves on the Executive and Commercial Strategies & Operational Risk Committees; he completed the NACD Cyber-Risk Oversight program (CERT certificate) and brings decades of oil and gas leadership experience, including as CEO of Anadarko Petroleum . The Board determined he is independent under NYSE and Fluor standards, and all standing committees (other than Executive) are fully independent .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Anadarko Petroleum Corporation | Chief Executive Officer | 2003–2012 | Led a major E&P company; later Executive Chairman (2012–2013) . |
| Anadarko Petroleum Corporation | Executive Chairman | 2012–2013 | Transition leadership following CEO tenure . |
| Riverstone Holdings LLC | Partner | 2013–2018 | Energy and power-focused private investment firm . |
| Alta Mesa Resources, Inc. | Executive Chairman | 2018–2020 | Onshore E&P company . |
| Tessellation Services, LLC | President | Since 2013 | Private consulting services firm . |
| Federal Reserve Bank of Dallas | Chair of the Board (prior role) | Not stated | Provides governance and financial oversight credentials . |
External Roles
| Organization | Role | Status |
|---|---|---|
| Enterprise Products Partners L.P. | Director | Current . |
| Schlumberger Limited | Director | Current . |
| NuScale Power Corporation | Director | Former . |
| Alta Mesa Resources, Inc. | Director | Former . |
| NOV Inc. | Director | Former . |
Board Governance
- Lead Independent Director responsibilities include presiding over executive sessions, approving agendas and schedules, liaison with Chair/management, and stockholder consultation; Hackett was designated in 2025 for a term to January 2028 .
- Committee assignments:
- Organization & Compensation Committee: Chair (independent); met 6 times in 2024 and holds executive sessions with its independent advisor .
- Executive Committee: Member .
- Commercial Strategies & Operational Risk Committee: Member .
- Independence: Board affirmed Hackett’s independence; all committee members (Audit, CSOR, Governance, O&C) are independent per NYSE and company standards .
- Attendance and engagement: In 2024, the Board held six meetings; each director attended all Board and relevant committee meetings. The independent directors held four executive sessions; all directors attended the virtual 2024 annual meeting .
| Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 6 |
| Executive sessions of independents | 4 |
| Hackett Board/committee attendance | 100% |
| Committee independence | 100% of standing committees are independent (excluding Executive) |
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $145,000 (includes committee chair retainer; no Lead Independent retainer in 2024) |
| Other compensation | $140 (life insurance premium) |
| Total cash & other | $145,140 |
Notes:
- Standard annual director cash retainer is $130,000; chairs of O&C/Governance/CSOR receive +$15,000; Audit Chair +$20,000; Lead Independent Director +$35,000 (Hackett’s LID designation began in 2025) .
- No meeting fees; cash paid quarterly .
Performance Compensation (Committee-Overseen Incentives)
Fluor pays directors annual RSUs (no performance condition), but Hackett, as O&C Chair, oversees rigorous performance-linked incentives for executives.
| Company Incentive Metric (Annual) | Weighting (Corporate NEOs) | Definition/Notes |
|---|---|---|
| EBITDA | 35% | Earnings before interest, taxes, depreciation and amortization; excludes specified items (e.g., discontinued ops, FX remeasurement) . |
| Cash Flow from Segments | 35% | Segment EBITDA plus working capital changes and adjustments; excludes specified items . |
| Safety | 10% | Leading/lagging indicators at corporate level . |
| Strategic Performance | 20% | Qualitative goals aligned to strategic priorities . |
| Long-Term Performance Awards (LTI) | 2024 Weighting | Mechanics |
|---|---|---|
| EBT | 80% | Annual EBT goals each year over 3-year period; ratings averaged; 0.0–2.0 scale . |
| Relative TSR (vs S&P 500) | 20% | 3-year cumulative TSR percentile (25th=0.5, 50th=1.0, 75th=2.0); Monte Carlo valuation . |
- 2024 annual incentives paid averaged 138% of target based on performance; narrowing of payout ranges to 70–130% and minimum threshold increased to 50% of target .
- 2022–2024 Performance Awards earned at 119% of target (EPS/ROIC/TSR design) .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None in 2024 . |
| Board service limit policy | Directors limited to ≤4 public company boards; Hackett’s roles (Fluor + 2 current boards) comply . |
| Related person transactions | Governance Committee policy in place; none requiring disclosure in 2024–2022 review . |
| Charitable affiliations | Board reviewed contributions; none exceeded $100,000 annually for organizations tied to directors/family, below independence thresholds . |
Director Equity Compensation
| Component | 2024 Amount |
|---|---|
| Annual RSU grant | $170,005; vests immediately upon grant (2024) |
| Total director compensation | $315,145 (fees + RSUs + other) |
Policies:
- Director stock ownership guideline: 5x annual cash retainer within five years of Board service .
- Hedging, pledging, short-term trading of Company stock prohibited for directors/employees .
Expertise & Qualifications
- Deep energy sector leadership (CEO/Executive Chair roles); governance and financial oversight through prior Federal Reserve Bank of Dallas board chairmanship .
- Cyber oversight credentials: NACD Cyber-Risk Oversight Program, CERT certificate; participates in Board-level cyber tabletop exercises .
- Strategic and operational risk oversight via membership on CSOR Committee; pay-for-performance governance via chairing O&C Committee .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 3, 2025) | 104,484; less than 1% of outstanding . |
| Shares acquirable within 60 days (deferred RSUs) | 18,136 (settlement under Director Deferred Compensation Program) . |
| Shares outstanding (reference) | 168,019,474 (Mar 3, 2025) . |
Restrictions:
- No hedging or pledging of Company stock permitted; policy covers directors .
- Non-employee directors held no unvested stock or options at Dec 31, 2024 (RSUs vest immediately; options are not part of director pay) .
Governance Assessment
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Strengths:
- Independent leadership as Lead Independent Director with clear responsibilities; 100% committee independence and regular executive sessions strengthen oversight .
- O&C Committee, chaired by Hackett, uses rigorous, multi-metric incentive design (EBITDA, cash flow, safety, strategic goals) with tightened payout ranges and increased thresholds; long-term EBT/TSR alignment; 2024 say-on-pay approval ~92% indicates shareholder support .
- Cyber governance capabilities (CERT/NACD) and Board-wide cyber exercises; Audit Committee receives regular cybersecurity briefings .
- No related-party transactions requiring disclosure; no compensation committee interlocks .
-
Potential watch items:
- External board roles at Enterprise Products Partners and Schlumberger create proximity to energy sector counterparties; while independence affirmed and no related-party transactions disclosed, investors may monitor for any future commercial overlaps requiring recusal or governance safeguards .
- Director equity awards vest immediately; while ownership guidelines exist (5x retainer), individual compliance status is not disclosed—continued tracking of ownership alignment advisable .
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Policies supportive of investor confidence:
- Prohibitions on hedging/pledging; proxy access; majority voting; annual elections; stockholder right to call special meetings .
Overall, Hackett’s role as Lead Independent Director and O&C Chair, coupled with full attendance and robust oversight practices, supports board effectiveness; minimal conflict signals are present based on current disclosures .