Lisa Glatch
FLUORAbout Lisa Glatch
Independent director of Fluor Corporation since 2024 (age 62), with 35+ years in energy, chemicals, environmental, mining, water and transportation across senior roles at Sempra Infrastructure/Sempra LNG, CH2M, Jacobs, and Fluor. Completed NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cyber-Risk Oversight, adding board-level cybersecurity expertise . Independent under NYSE and company standards; nominated to continue service to 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra Infrastructure | President, LNG and Net Zero Solutions | 2021–2022 | Led LNG and decarbonization initiatives |
| Sempra LNG | President & Chief Operating Officer | 2019–2021 | Oversaw LNG operations and growth |
| Sempra Energy | Strategic Initiatives Officer | 2018–2019 | Corporate strategy and special projects |
| CH2M (now Jacobs) | Senior executive roles (BD/Operations/Project Mgmt) | Not disclosed | Global infra/industrial execution |
| Jacobs Solutions Inc. | Senior executive roles | Not disclosed | Operations and project delivery |
| Fluor | Senior executive roles | Not disclosed | EPC operations background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hess Corporation | Director | Current | Not disclosed |
| Xylem Inc. | Director | Current | Not disclosed |
| Evoqua Water Technologies Corp. | Director | Former | Not disclosed |
| Infraestructura Energética Nova, S.A.B. de C.V. (IEnova) | Director | Former | Not disclosed |
Board Governance
- Independence: Yes; Audit and Commercial Strategies & Operational Risk Committees are fully independent; Board has nine independent nominees .
- Attendance: Board met six times in 2024; each director attended all Board and relevant committee meetings; four executive sessions held .
- Committee assignments:
- Audit Committee member
- Commercial Strategies & Operational Risk Committee member
- Board limits: Directors capped at four total public company boards; nominees are in compliance; Glatch serves on two external boards plus Fluor (three total) .
| Governance Item | Status |
|---|---|
| Independence | Independent |
| Lead Independent Director | James T. Hackett (three-year term to Jan 2028) |
| Executive Sessions | 4 in 2024 |
| Audit Committee Financial Oversight | Audit charter includes cybersecurity and sustainability disclosure control oversight |
| Cyber Credential | NACD CERT in Cyber-Risk Oversight |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $130,000 | Paid quarterly |
| Committee Chair Fees | N/A | Not a chair |
| Lead Independent Director Fee | N/A | Not applicable |
| Director RSUs (Annual) | $170,005 | Vested immediately at grant |
| Additional RSUs (Prorated on appointment) | Included in total stock awards | Prorated grant at appointment (valued at $38.49/share) |
| Total Stock Awards | $226,701 | Sum of annual + prorated grants |
| All Other Compensation | $140 | Life insurance premium |
| Total 2024 Director Compensation | $356,841 |
Director stock ownership guideline: 5× annual cash retainer, to be met within five years (i.e., $650,000 equivalent value) . RSUs for non-management directors vest immediately upon grant; directors may elect to defer RSUs/fees; the company does not guarantee returns on deferrals .
Performance Compensation
- Structure: Non-management director equity is RSUs that vest immediately; no performance-based equity or options for directors as of year-end 2024 .
- Performance metrics tied to director pay: None disclosed (director RSUs are time-based and immediately vested) .
| Metric | Applies to Director Equity? | Notes |
|---|---|---|
| Financial targets (EBITDA/EBT/TSR) | No | Used for executive LTI, not director comp |
| Vesting Conditions | Immediate | RSUs vest at grant for directors |
Other Directorships & Interlocks
- Current boards: Hess Corporation and Xylem Inc. .
- Board service within limit (≤4 public boards): In compliance per Governance Committee review; Glatch at three (including Fluor) .
- Related-party transactions: None requiring disclosure; Governance Committee policy prohibits approving transactions inconsistent with stockholder interests .
Expertise & Qualifications
- 35+ years in BD/operations/project management across energy, LNG, infrastructure, water, and industrial sectors; background in both public and private sectors .
- Board-level cybersecurity oversight credential (NACD CERT) .
- Experience aligning with Fluor’s client base transitioning to sustainable infrastructure and energy solutions .
Equity Ownership
| Holding | Amount | Percent of Outstanding | Notes |
|---|---|---|---|
| Beneficially Owned Shares | 5,680 | <1% | Includes shares acquirable within 60 days per SEC rules |
| Unvested Director Stock/Options (12/31/2024) | None | N/A | Non-employee directors held no unvested awards at year-end 2024 |
| Hedging/Pledging | Prohibited | N/A | Applies to directors and employees |
| Ownership Guideline | 5× cash retainer | N/A | Compliance not individually disclosed |
Governance Assessment
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Strengths:
- Independent director with deep sectoral operating experience (energy/LNG/infra) and board-level cyber credential; enhances Audit Committee risk oversight .
- 100% attendance at Board and committee meetings in 2024; strong engagement .
- Board and committees (other than Executive) fully independent; robust governance practices (majority voting, proxy access, special meeting rights) bolster investor confidence .
- Director equity and ownership guidelines align interests with stockholders; immediate vesting RSUs and 5× cash retainer guideline .
-
Potential flags / monitoring:
- One Form 4 late filing for Glatch due to administrative error; minor process control issue to monitor for recurrence (RED FLAG – compliance optics) .
- External board service at Hess and Xylem creates potential for real or perceived interlocks if Fluor engages commercially with those companies; however, Fluor reports no related-person transactions requiring disclosure, and the Governance Committee pre-approval framework is in place .
- Director equity for non-management directors is not performance-conditioned; alignment relies on ownership and market exposure rather than explicit performance metrics .
-
Investor signals:
- Strong say-on-pay support (92% in 2024) and enhanced LTI TSR weighting in 2025 suggest responsiveness to shareholders on pay-for-performance; while executive-focused, it reflects broader governance discipline .