John C. Regan
FLUORAbout John C. Regan
Executive Vice President and Chief Financial Officer of Fluor effective March 1, 2025; previously Executive Vice President, Controller and Chief Accounting Officer since June 2020, and earlier CFO of Alta Mesa Resources and CFO of Vine Oil & Gas LP. Age 54 (as of Nov 29, 2024) and a Texas-licensed CPA; began career at PricewaterhouseCoopers . Fluor’s 2024 performance context: revenue $16.3B, NEO annual incentives paid at an average 138% of target on strong cash generation; three-year relative TSR at the 95th percentile (2022–2024); net income $550M and EBITDA (pay-versus-performance metric) $2,084M . CFO 2025 pay design: $675,000 base, 95% target bonus, $1.4M LTI (50% performance awards, 35% RSUs, 15% options) with 2025 LTI weighted 70% EBT and 30% relative TSR to tighten pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fluor Corporation | EVP, Controller & Chief Accounting Officer | Jun 2020 – Feb 2025 | Led external reporting/controls through portfolio repositioning; prepared for CFO transition . |
| Alta Mesa Resources, Inc. | Chief Financial Officer | 2019 – 2020 | Public-company CFO experience in energy; capital and reporting oversight . |
| Vine Oil & Gas LP | Chief Financial Officer | Not disclosed | Private E&P CFO experience; finance and operations leadership . |
| PricewaterhouseCoopers | Auditor (career start) | Not disclosed | Foundational audit and accounting expertise; CPA credential . |
External Roles
No public company directorships or external board roles disclosed in filings .
Fixed Compensation
| Component | 2025 terms | Notes |
|---|---|---|
| Base salary | $675,000 | Effective upon CFO appointment (Mar 1, 2025) . |
| Target annual bonus | 95% of base salary | Pro-rated for 2025 from Mar 1, 2025; metrics align to corporate plan . |
| Perquisites | Taxable monthly allowance policy | Company uses a monthly allowance in lieu of itemized perqs; specific amount for Regan not disclosed . |
| Deferred comp eligibility | Executive Deferred Compensation Program | Available to executives for pre-tax deferrals (EDCP) . |
Performance Compensation
Annual Incentive Plan (AIP) – metric framework for corporate-level executives (illustrative 2024 calibration)
| Metric | Weight | 2024 target | 2024 actual | 2024 rating | Vesting/payout timing |
|---|---|---|---|---|---|
| EBITDA | 35% | $631.0M | $549.7M | 0.79x | Cash after year-end approval . |
| Cash Flow from Segments | 35% | $351.2M | $713.3M | 2.00x | Cash after year-end approval . |
| Safety | 10% | Qualitative | Companywide assessment | Companywide | Cash after year-end approval . |
| Strategic goals | 20% | Individual goals | Board/CEO assessed | Individualized | Cash after year-end approval . |
- For 2024, NEO annual incentive payouts averaged 138% of target, evidencing strong cash execution; CFO Regan’s 2025 AIP will use the contemporaneous plan and weightings for corporate officers, pro-rated from Mar 1, 2025 .
Long-Term Incentives (LTI)
| Element | 2025 weighting/mix | Performance horizon | Vesting mechanics |
|---|---|---|---|
| Performance Awards (stock-settled) | 50% of grant; metrics: EBT 70%, Relative TSR 30% | 3-year period starting 2025 | Cliff vest/settle after performance period (example timing: awards granted in 2024 vest Mar 2027) . |
| Restricted Stock Units (RSUs) | 35% of grant | Time-based | Vest 1/3 annually over 3 years . |
| Non-qualified Stock Options | 15% of grant | Time/price | Vest 1/3 annually over 3 years; 10-year term; value only if stock appreciates . |
- 2024 LTI earned outcomes (context for design rigor): Performance Awards for the 2022–2024 cycle were earned at 119% of target, with Relative TSR at the 95th percentile (rating 2.0x) .
- Regan’s 2025 LTI grant value: $1,400,000 with the above mix .
Equity Ownership & Alignment
- Stock ownership guideline: 2x base salary for NEOs; selling constraints apply until guideline is met (only up to 50% of net shares from vesting/exercise may be sold if below guideline). Unvested RSUs and PAs with achieved performance count; options and unearned PAs do not .
- Hedging/pledging prohibited: No short sales, hedging, or pledging of Company stock permitted under insider trading policy .
- Beneficial ownership: Individual holdings for Regan not disclosed in the March 3, 2025 stock ownership table; the table lists directors/NEOs as of that date, but does not enumerate Regan .
- Company notes each currently employed NEO had satisfied stock ownership guidelines as of March 1, 2025 (context; not broken out by individual) .
Employment Terms
- Appointment: EVP & CFO effective March 1, 2025; continues as principal accounting officer .
- Change-in-control protection: Will enter amended and restated CIC agreement (same form as previously filed); company CIC terms are double-trigger. On qualifying termination within two years of a CIC: lump-sum cash equal to 2x (salary + target bonus) for NEOs; pro-rated current-year bonus; time-based equity vests; performance equity vests at actual-to-date for elapsed periods and target for future periods; no excise tax gross-up (cutback if beneficial) .
- Severance (not-for-cause): Executive Severance Policy provides two weeks of base pay per year of service (min 8 weeks, max 52 weeks), plus Committee discretion on pro-rated annual bonus; retirement-eligible treatment requires signing a non-compete and >1-year holding of awards for continued vesting .
- Clawback: Dodd-Frank/NYSE-compliant policy adopted in 2023; recovers incentive comp in event of accounting restatement (3-year lookback) .
Investment Implications
- Pay-performance alignment: 2025 LTI shifts toward market-relative TSR (30%) while retaining profit discipline (EBT 70%), building on a cycle where TSR ranked top decile and PAs paid above target (119%). This supports alignment with shareholder returns while maintaining operating rigor .
- Cash discipline as lever: Annual bonus construction (EBITDA and Cash Flow from Segments at 70% combined) historically produced high payouts when cash execution was strong (2024 CFFS 2.00x), a favorable signal for FCF stewardship under a CFO with controller/CAO depth .
- Retention and overhang: Regan’s $1.4M 2025 LTI (with multi-year vesting and performance gating) and double-trigger CIC reduce near-term attrition risk; hedging/pledging prohibitions and ownership guidelines reinforce alignment. Watch vesting events beginning 2026–2027 for supply overhang from RSU/option tranches, subject to performance outcomes on PAs .
- Risk controls: No excise gross-ups, robust clawback, and insider trading prohibitions constrain shareholder-unfriendly outcomes and mitigate governance risk .
References:
- CFO appointment/comp terms: 8-Ks dated Dec 3, 2024 and Feb 18, 2025 ; proxy CD&A changes for 2025 .
- Performance and incentive calibration: Proxy CD&A and pay-versus-performance .
- Ownership, policies, severance/CIC: Proxy governance and compensation sections .