Teri P. McClure
FLUORAbout Teri P. McClure
Independent director of Fluor Corporation since 2020; age 61 as of the 2025 proxy. Serves on the Audit and Governance Committees and is affirmed independent under NYSE and company standards. Former Chief Human Resources Officer and Senior Vice President, Labor at UPS (2016–2019); previously Senior Vice President, Legal, Compliance & Public Affairs, General Counsel & Secretary (2006–2016), and General Counsel (2005–2006). Current public company directorships include GMS, Inc., JetBlue Airways Corporation, and Lennar Corporation, reflecting deep human capital, executive compensation, compliance, governance, and legal expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | Chief Human Resources Officer and SVP, Labor | 2016–2019 | Led global human capital and labor strategy |
| United Parcel Service (UPS) | SVP, Legal, Compliance & Public Affairs; General Counsel & Secretary | 2006–2016 | Oversaw legal, compliance, public affairs, and corporate governance |
| United Parcel Service (UPS) | General Counsel | 2005–2006 | Chief legal officer responsibilities |
| United Parcel Service (UPS) | Joined UPS | 1995 | Long-tenured executive experience at a global public company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GMS, Inc. | Director | Not disclosed | Not disclosed in FLR proxy |
| JetBlue Airways Corporation | Director | Not disclosed | Not disclosed in FLR proxy |
| Lennar Corporation | Director | Not disclosed | Not disclosed in FLR proxy |
Board Governance
- Independence: Board determined McClure is independent; 9 of 11 nominees are independent; all standing committees (except Executive) are fully independent .
- Committee memberships: Audit and Governance (not a chair) .
- Attendance and engagement: Board held six meetings in 2024; each director attended all Board and applicable committee meetings; four executive sessions of independent directors were held; directors are expected to attend annual meetings and all did in 2024 .
- Committee activity:
- Audit Committee met five times in 2024; oversees financial reporting, internal controls, and cybersecurity risk; members are independent; committee includes McClure .
- Governance Committee met four times in 2024; oversees independence, board composition/succession, corporate governance policies, and sustainability/stakeholder reporting; members are independent; committee includes McClure .
- Board leadership: Lead Independent Director presides over executive sessions; position separate from the non-independent Chair role .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non-management director retainer paid quarterly |
| Committee chair fees | $0 | Audit chair $20k; Governance, Org & Comp, CSOR chairs $15k, but McClure is not a chair |
| Lead Independent Director fee | $0 | $35k applies only to Lead Independent Director |
| Meeting fees | $0 | Not disclosed; compensation structured via retainers |
| 2024 cash received (McClure) | $130,000 | Fees earned/paid in cash in 2024 |
Performance Compensation
| Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| RSUs (annual grant) | $170,005 | Vested immediately upon grant (2024) | Annual award sized by market value on grant date; director ownership guideline is 5× cash retainer within five years |
| Options / PSUs | None disclosed | — | Non-employee directors held no unvested stock or options as of 12/31/2024 |
No director performance metrics apply to McClure’s compensation; equity grants are time-based RSUs that vested immediately in 2024 .
Other Directorships & Interlocks
- Public boards: GMS, JetBlue Airways, Lennar (in addition to FLR) .
- Board limit: FLR restricts directors to no more than four total public company boards; McClure’s four total roles are within policy .
- Related-party/Interlocks: Governance Committee reports no related-person transactions requiring disclosure; charitable contributions reviewed for certain directors did not exceed independence thresholds; McClure was not among those with donations reviewed in 2022–2024 .
Expertise & Qualifications
- Human capital strategy and executive compensation; compliance, regulatory, corporate governance, and legal expertise from senior roles at UPS .
- Audit Committee participation indicates financial reporting and risk oversight engagement; committee members are designated independent, with financial expertise present on the committee overall .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Teri P. McClure | 34,273 | <1% | Beneficial ownership includes shares with sole voting/investment power; non-employee directors had no unvested stock/options at year-end 2024 |
| Policy safeguards | — | — | Hedging, pledging, and short-term trading prohibited for directors; director stock ownership guideline is 5× annual cash retainer within five years of joining |
| Section 16(a) compliance | — | — | Company believes all 2024 filings were timely except one late Form 4 for another director (Glatch); no McClure issues noted |
Governance Assessment
- Strengths:
- Independence and full attendance support board effectiveness and investor confidence .
- Active roles on Audit and Governance Committees align with her legal, compliance, and human capital background; Audit oversight includes cybersecurity risk with five meetings in 2024 .
- Director pay structure balanced between fixed cash and equity; RSUs align interests; robust ownership and anti-hedging/pledging policies .
- No related-person transactions requiring disclosure; governance processes (proxy access, majority voting, annual elections) are stockholder-friendly .
- Say-on-pay support at ~92% in 2024 indicates broad investor endorsement of compensation framework .
- Watch items:
- Four total public boards matches FLR’s cap; monitor time commitment amid committee duties at FLR as portfolio/company demands evolve .
- Director equity grants vest immediately; while common, absence of performance-linked director pay places alignment emphasis on stock ownership policies rather than grant design .