Fluor Corporation

05/24/2021 | Press release | Distributed by Public on 05/24/2021 04:16

Management Change/Compensation (Form 8-K)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, Mr. Garry W. Flowers stepped down from his position as Executive Vice President, Construction, HSE and Risk of Fluor Corporation (the 'Corporation'), effective January 18, 2021. Subsequently, his current position of Executive Vice President, Office of the CEO was eliminated, and on May 18, 2021, the Corporation entered into a Separation and Release Agreement (the 'Agreement') with Mr. Flowers specifying the terms of his separation from employment. Pursuant to the Agreement, Mr. Flowers will provide transition services to the Corporation through June 30, 2021 (the 'Transition Period'); provided, however, that his employment will be terminated earlier if he provides any services to any company engaged in a business competitive to the Corporation during the Transition Period. Mr. Flowers will receive a lump sum payment of $1,600,000 at the end of his employment, which includes severance and retention amounts. He will be eligible to receive a prorated portion of his 2021 annual incentive award for the period between January 1, 2021 and June 30, 2021, based on his target annual bonus percentage and actual achievement of performance measures. Restricted stock units, performance-based unit awards, and non-qualified stock options granted to Mr. Flowers in 2020 or earlier will continue to vest in accordance with their terms. Mr. Flowers did not receive any long-term incentive awards for 2021.

The Agreement provides that Mr. Flowers will make himself reasonably available to assist in any litigation involving the Corporation. The Agreement also contains customary confidentiality covenants, a release of claims, and non-competition and non-solicitation restrictions.

The foregoing description is a summary and is qualified by reference to the terms the Agreement, which will be filed with the Corporation's quarterly report on Form 10-Q for the quarter ended June 30, 2021.