Matthew K. Rose
FLUORAbout Matthew K. Rose
Matthew K. Rose (age 65) is an independent director of Fluor Corporation, serving since 2014. He is an Advisor to BDT Capital Partners (since 2019) and previously served as Executive Chairman (2014–2019) and Chairman & CEO (2002–2014) of Burlington Northern Santa Fe (BNSF). His background emphasizes leadership of large, regulated operations, public company oversight, and board service including the Federal Reserve Bank of Dallas and AT&T Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burlington Northern Santa Fe (BNSF) | Chairman & CEO; Executive Chairman | 2002–2014; 2014–2019 | Led a large, regulated freight rail system; operations and strategy expertise |
| Federal Reserve Bank of Dallas | Director | Not disclosed | Contributed to financial oversight perspective |
| BDT Capital Partners, LLC | Advisor | 2019–Present | Advisory role supporting founder-led companies |
External Roles
| Organization | Role | Committees (if disclosed) |
|---|---|---|
| AT&T Inc. | Director | Not disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director |
| Fluor committees | Audit; Organization & Compensation |
| Committee roles | Audit Committee member; designated “Audit Committee Financial Expert” |
| 2024 attendance | Board held 6 meetings; all directors attended all Board and committee meetings on which they served; 4 executive sessions of independent directors were held |
| Lead Independent Director | James T. Hackett (3-year term to Jan 2028) |
| Committee composition | All committees (except Executive) are fully independent |
| Independence determinations | Board determined all nominees except Constable and Breuer are independent |
Fixed Compensation
| Component | Rose – 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non-management director retainer |
| Committee chair fees | $0 | Audit Chair $20,000; Org & Comp, Governance, CSOR Chairs $15,000; Lead Independent $35,000 (Rose is not a chair) |
| Equity (RSUs) | $170,005 | Fair value at grant; closing price $40.41; 2024 awards vest immediately |
| All other compensation | $140 | Charitable matching and/or life insurance premium |
| Total | $300,145 | Sum of above |
Director compensation structure:
- Cash: $130,000 annual retainer; incremental retainers for specific chair roles and Lead Independent Director as noted above .
- Equity: Annual RSU grant with market value of $170,000 at grant; 2024 RSUs vested immediately .
- Deferrals: Directors may defer fees and RSUs under a 409A program; legacy 25% premium applied only to pre-2013 Fluor Stock Valuation Fund deferrals; RSU deferrals paid in shares .
Performance Compensation
| Element | Rose – 2024 | Metrics / Vesting |
|---|---|---|
| Performance-based equity | None disclosed for directors | Non-management director equity is RSUs; no director performance metrics; RSUs vested immediately in 2024 |
Fluor’s performance metrics (EBITDA, Cash Flow from Segments, EBT, EPS, ROIC, Relative TSR) apply to executives, not directors; there is no director performance pay framework disclosed .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| AT&T Inc. | Director | No related-party transactions disclosed involving Rose; Company policy pre-approves limited related-person scenarios with tight thresholds; none reportable |
- Board commitment limits: Fluor limits directors to no more than four total public company boards; nominees are in compliance per Governance Guidelines .
- Compensation committee interlocks: None involving Fluor’s executives or directors in 2024 (Rose was a committee member) .
Expertise & Qualifications
- Operations and strategy leadership in large, regulated industries (rail) .
- Public company oversight; prior service on the Federal Reserve Bank of Dallas board enhances financial oversight capabilities .
- Audit expertise: Identified by the Board as an Audit Committee Financial Expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Matthew K. Rose | 91,056 | <1% | Includes 14,297 shares deliverable within 60 days from settlement of vested RSUs deferred under the Director Deferred Compensation Program |
- Director stock ownership guideline: Directors must own shares/units equal to 5× annual cash retainer within 5 years of joining the Board .
- Hedging/pledging: Company prohibits hedging or pledging of Company securities by directors and employees; also prohibits short-term/speculative trading and short sales .
Governance Assessment
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Strengths
- Independent director; complete attendance in 2024; participates in executive sessions .
- Audit Committee Financial Expert designation; membership on Audit and Organization & Compensation committees supports oversight of financial reporting and pay governance .
- Clean related-party profile; no reportable related-person transactions involving Rose .
- Alignment policies: Mandatory director ownership guideline (5× retainer), and strict prohibition on hedging/pledging; equity paid in stock .
- Shareholder support: 2024 say-on-pay approval ~92% (context for compensation governance rigor) .
-
Watch items
- External directorship at AT&T: No disclosed conflicts, but continue monitoring for Fluor engagements involving telecom infrastructure where information flow or perceived conflicts could arise; current policy framework is robust and thresholds are conservative .
- Committee influence: As a member of Organization & Compensation, ensure continued independence and responsiveness to shareholder feedback on pay practices (no interlocks reported in 2024) .
-
RED FLAGS
- None disclosed: No hedging/pledging, no related-party transactions requiring disclosure, no committee interlocks, and full attendance recorded .