Thomas C. Leppert
FLUORAbout Thomas C. Leppert
Thomas C. Leppert, 70, is an independent director of Fluor Corporation and has served on the Board since 2019. He sits on the Commercial Strategies and Operational Risk Committee and the Governance Committee, and his background includes CEO roles in construction and education and service as Mayor of Dallas, bringing project management, strategy, and governance expertise relevant to Fluor’s risk and oversight needs . The Board determined he is independent under NYSE standards and Fluor’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Turner Corporation | Chairman & CEO | 1999–2006 | Provides construction services industry insight |
| City of Dallas | Mayor | 2007–2011 | Public-sector governance experience |
| Kaplan, Inc. | President & COO | 2013–2014 | Operating leadership in education services |
| Kaplan, Inc. | CEO | 2014–2015 | Strategic and executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| View, Inc. | Former Director | — | Prior public company board service |
Board Governance
- Committee assignments: Member, Commercial Strategies & Operational Risk; Member, Governance
- Chair roles: None (committee chairs listed elsewhere; Leppert not chair)
- Independence: Independent director under NYSE and Company standards
- Board/committee attendance: 100% in 2024; all directors attended all Board and committee meetings during their service
- Executive sessions: Four executive sessions of independent directors held in 2024
- Lead Independent Director: James T. Hackett (term to January 2028)
- Director since: 2019
Fixed Compensation (Director)
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Paid quarterly; standard for non-management directors |
| Committee chair fees | $0 | Audit Chair $20,000; Governance/Org & Comp/Commercial Chairs $15,000—Leppert is not a chair |
| Lead Independent Director retainer | $0 | Role held by Hackett ($35,000) |
| All Other Compensation | $140 | Company-paid life insurance premium |
| Total (cash + stock) | $300,145 | Fees $130,000; Stock awards $170,005; Other $140 |
Performance Compensation (Director)
| Equity Component | Grant Value (2024) | Vesting | Deferral |
|---|---|---|---|
| RSUs (annual) | $170,005 | 2024 RSUs vested immediately upon grant | Directors may elect to defer RSUs to termination; paid in shares |
Director equity is time-based (no performance conditions). Directors are required to own shares or share units equal to 5x the annual cash retainer within five years of joining the Board .
Company incentive performance metrics (for governance context)
| Metric | Program | Weight | 2024 Range (Min/Target/Max) | 2024 Actual | Rating |
|---|---|---|---|---|---|
| EBITDA | Annual Incentive | 35% (CEO/NEOs) | $441.7 / $631.0 / $820.3 mm | $549.7 mm | 0.79 |
| Cash Flow from Segments | Annual Incentive | 35% (CEO/NEOs) | $245.8 / $351.2 / $456.6 mm | $713.3 mm | 2.00 |
| Safety | Annual Incentive | 10% | — | — | — |
| Strategic Performance | Annual Incentive | 20% | — | — | — |
| EBT | Long-Term Performance Awards | 80% in 2024 | $488.0 / $697.2 / $906.4 mm | $653.3 mm | 0.90 |
| Relative TSR | Long-Term Performance Awards | 20% in 2024; increased to 30% for 2025 | Percentile vs S&P 500 | — | — |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond Fluor |
| Prior public company boards | View, Inc. (former director) |
| Compensation committee interlocks | None in 2024; Company disclosed no interlocks |
| Board service limits | Fluor limits directors to no more than four total public company boards; nominees compliant per Governance Committee |
Expertise & Qualifications
- Diverse leadership background as corporate CEO and elected official; experience in business strategy, project management, and governance .
- Unique construction services industry insight from prior Turner Corporation CEO role .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Thomas C. Leppert | 36,411 | * (<1%) | As of March 3, 2025; includes shares deliverable within 60 days under director programs where applicable |
- Unvested awards: None of the non-employee directors held any unvested stock or option awards as of December 31, 2024 .
- Hedging/pledging: Prohibited for directors and employees; Company policy bans short sales, hedging, and pledging of Company stock .
- Ownership guideline: Directors must hold shares or units equal to 5x annual cash retainer within five years; individual director compliance status is not disclosed .
Governance Assessment
- Board effectiveness and engagement: Leppert is active on risk and governance oversight committees and was 100% meeting-attendance in 2024, supporting board diligence and risk oversight .
- Independence and conflicts: Board affirmed Leppert’s independence. The Board reviewed charitable contributions to non-profits affiliated with certain directors (including Leppert) and found none above $100,000 in a single year—below Company independence thresholds; Company reported no related person transactions requiring disclosure .
- Alignment and incentives: Director compensation combines cash retainer and RSUs; RSUs vest immediately but can be deferred, and directors must meet a 5x retainer ownership guideline. Company bans hedging/pledging, supporting alignment with shareholder interests .
- Shareholder signals: 2024 say‑on‑pay received ~92% support, indicating broad shareholder endorsement of compensation governance; 2025 LTI increased Relative TSR weighting to 30%, further emphasizing market-based alignment .
Potential red flags to monitor: Immediate vesting of director RSUs (offset by deferral and ownership guidelines) ; charitable affiliations receiving Company contributions (below independence thresholds) . No compensation committee interlocks or related‑party transactions were disclosed .