FLUOR CORPFLR

FLUOR CORP Stock Compensation Disclosure

10-KFiled Feb 17, 20263 min read
Stock-Based Compensation
Equity Awards
Stock-based compensation expense for equity awards totaled $30 million, $31 million and $48 million during 2025, 2024 and 2023, respectively, with no associated tax benefits. This stock-based compensation primarily related to performance-based award units awarded to our Section 16 officers and also included the amortization of RSU and stock option awards that were less significant.
Performance-based award units totaling 278,193, 272,844 and 274,755 were awarded to most officers, including all Section 16 officers, during 2025, 2024 and 2023, respectively. These awards generally cliff vest after 3 years and contain annual performance conditions for each of the 3 years of the vesting period. Under GAAP, performance-based elements of such awards are not deemed granted until the performance targets have been established. The performance targets for each year are generally established in the first quarter.
For awards granted under the 2025 performance award plan, 70% of the award is earned based on achievement of earnings before taxes targets over three 1-year periods and 30% of the award is earned based on our 3-year cumulative TSR relative to companies in the S&P 500 on the date of the award. For awards granted under the 2024 and 2023 performance plans, 80% of the award is earned based on achievement of earnings before tax targets over three 1-year periods and 20% of the award is earned based on our 3-year cumulative TSR relative to companies in the S&P 500 on the date of the award. The performance component of these awards is deemed granted when targets are set while the TSR component of these awards is deemed granted upon issuance. During the first quarter of 2025, the following units were granted based upon the establishment of performance targets:
Performance-based Award Units Granted in 2025
Weighted
Average
Grant Date
Fair Value
Per Share
2025 Performance Award Plan
140,597$37.07
2024 Performance Award Plan
68,794$39.75
2023 Performance Award Plan
69,169$39.99
For awards granted under these performance award plans, the number of units are adjusted at the end of each performance period based on attainment of certain performance targets and on market conditions, pursuant to the terms of the award agreements. As of December 31, 2025, there were 191,810 shares associated with performance awards that had
been awarded to employees, but which are not deemed granted due to the underlying performance targets having not yet been established.
Liability Awards
We grant SGI awards in the form of stock units, determined by dividing the target amount by the closing price of our common stock at the grant date. Each stock unit represents the right to receive cash equal to the value of 1 share of our common stock upon vesting. SGI awards granted to executives vest and become payable at a rate of 1/3 of the total award each year. Performance-based awards were awarded to non-Section 16 executives and will be settled in cash on a single date each year.
Location in Statement of OperationsDecember 31,
Compensation Expense (in millions)202520242023
SGI awardsG&A$11 $30 $34 
Performance-based awards for non-Section 16 executivesG&A5 14 21 
Liabilities (in millions)Location on Balance SheetDecember 31, 2025December 31, 2024
SGI awards
Accrued salaries, wages and benefits and
other noncurrent liabilities
$29 $51 
Performance-based awards for non-Section 16 executives
Accrued salaries, wages and benefits and
other noncurrent liabilities
22 30 

Historical Timeline

Fiscal YearFiled
2025Feb 17, 2026Showing above
2020Feb 26, 2021

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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