Rosemary T. Berkery
FLUORAbout Rosemary T. Berkery
Independent director since 2010 (age 71), Berkery is a former Vice Chair of UBS Wealth Management Americas and Chair/CEO of UBS Bank USA (2010–Apr 2018), and previously Vice Chairman, EVP and General Counsel of Merrill Lynch (2001–2008; joined Merrill in 1983). Her core credentials span legal, banking, finance, risk management, and governance; she chairs Fluor’s Governance Committee and serves on the Audit and Executive Committees, with 100% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Wealth Management Americas | Vice Chair | 2010–April 2018 | Led a $50B wealth bank; counsel on finance, banking arrangements, global strategy, marketing, risk management |
| UBS Bank USA | Chair & Chief Executive Officer | 2010–April 2018 | Oversight of a large wealth banking business |
| Merrill Lynch & Co., Inc. | Vice Chairman, EVP & General Counsel | 2001–2008 (joined 1983) | 35 years in legal; resource on legal and compliance matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The TJX Companies, Inc. | Director | Current | Shared board interlock with Alan M. Bennett (also a TJX director) |
| Mutual of America Life Insurance Company | Director | Current | Financial services governance experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (Board affirms independence; all nominees except Constable and Breuer are independent) |
| Fluor Board Committees | Governance (Chair); Audit (Member); Executive (Member) |
| 2024 Meeting Attendance | Board held 6 meetings; each director attended all Board and committee meetings they served (100% attendance) |
| Committee Meeting Cadence (2024) | Audit: 5; Governance: 4; Executive: 3 |
| Lead Independent Director | James T. Hackett (designated for 3-year term expiring Jan 2028); executive sessions held at each regular Board meeting (4 sessions in 2024) |
| Director Commitment Policy | ≤4 total public company boards; Board reviewed and confirmed compliance for nominees |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | |
| Governance Committee Chair Fee | $15,000 | |
| Total Cash Fees Earned | $145,000 | |
| Equity (RSUs) | $170,005 (granted at annual meeting; immediate vest) | |
| All Other Compensation | $27,640 (Charitable gift match: $27,500; Life insurance premium: $140) | |
| Total Director Compensation | $342,645 |
- RSUs for non-management directors had market value based on closing price on grant date and vested immediately upon grant; directors must own shares equal to 5× annual cash retainer within five years of joining the Board .
Performance Compensation
- No performance-based director incentives disclosed; non-management director equity is RSUs that vest immediately upon grant, without performance metrics .
Other Directorships & Interlocks
| Company | Role | Interlock/Shared Board | Potential Conflict Assessment |
|---|---|---|---|
| The TJX Companies, Inc. | Director | Alan M. Bennett (Fluor director) also serves on TJX board | Interlock may facilitate information flow; TJX is a retailer with no evident direct E&C contracting overlap; low direct conflict risk |
| Mutual of America Life Insurance Co. | Director | None noted | Insurance sector; low direct conflict with Fluor’s EPC business |
- Related-person transactions: Company policy requires Governance Committee review; none requiring disclosure were identified. Board reviewed charitable contributions to nonprofits affiliated with certain directors (including Ms. Berkery); no single organization >$100,000, below independence thresholds .
Expertise & Qualifications
- Financial/accounting; governance/compliance; human capital/compensation; international business; legal; corporate development; risk management; strategic planning (per Fluor’s skills matrix and biography) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 54,747 (includes RSUs/units or options exercisable/settling within 60 days as applicable per SEC rules) |
| % of Shares Outstanding | <1% |
| Director Stock Ownership Guideline | 5× annual cash retainer within 5 years of joining Board |
| Hedging/Pledging | Prohibited for directors and employees |
Governance Assessment
- Strengths: Independent director; Governance Chair with deep legal and banking expertise; broad risk/compliance experience; 100% meeting attendance; adherence to robust governance policies (majority voting, proxy access, executive sessions) .
- Alignment: Annual director RSUs and ownership guidelines promote long-term alignment; prohibition on hedging/pledging reduces misalignment risk .
- Conflicts: Charitable affiliations reviewed; contributions below thresholds; no related-party transactions requiring disclosure; director interlock with TJX noted but low direct conflict with Fluor’s core business .
- Compensation Structure: Standard cash retainer plus committee chair fee; equity via immediately vesting RSUs; no meeting fees; competitive with peers and aligned to long-term shareholder value .
- Shareholder Signals: 2024 say‑on‑pay approval ~92% indicates investor support for compensation governance; 2025 increased weighting to Relative TSR in LTI for executives (broader pay governance responsiveness) .
- Risk/Red Flags: None material identified—no compensation committee interlocks; Section 16 compliance broadly met in 2024 (one late Form 4 for another director due to admin error; none noted for Berkery) .
Overall, Berkery’s governance profile—committee leadership, independence, attendance, and risk/compliance expertise—supports board effectiveness and investor confidence, with minimal conflict indicators and strong alignment policies .