Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2019, the Board of Directors (the Board) of Fluor Corporation (the Corporation) appointed Mr. Carlos M. Hernandez as Chief Executive Officer (CEO) of the Corporation, effective immediately. As previously reported, the Board appointed Mr. Hernandez as Interim Chief Executive Officer of the Corporation on May 1, 2019.
On May 16, 2019, the Board also voted to increase the size of the Board to thirteen members and elected Mr. Hernandez to the Board, effective immediately.
In his role as CEO, Mr. Hernandez will receive an annual base salary for 2019 of $1.1 million. He will be eligible for a cash award under the Corporations annual incentive program with a target award of 150% of base salary. Mr. Hernandezs base salary and cash target award will be pro-rated from his initial appointment as Interim CEO on May 1, 2019. In connection with his appointment, Mr. Hernandez will receive additional equity awards under the Corporations long term incentive program valued at $2.0 million on May 16, 2019, half of which will be in the form of restricted stock units and half of which will be in the form of options.
Mr. Hernandez does not have any family relationships with any director or executive officer of the Corporation, and there are no arrangements or understandings with any person pursuant to which he was selected as an officer or director of the Corporation. In addition, there have been no transactions involving Mr. Hernandez that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
In addition, as previously reported on May 1, 2019, the Board appointed Mr. Alan L. Boeckmann as Executive Chairman. On May 16, 2019, the Board determined that in his role as Executive Chairman, Mr. Boeckmann will receive an annual base salary for 2019 of $500,000. He will be eligible for a cash award under the Corporations annual incentive program with a target award of 100% of base salary. Mr. Boeckmanns base salary and cash target award will be pro-rated from his appointment as Executive Chairman on May 1, 2019. In connection with his appointment, Mr. Boeckmann will receive equity awards under the Corporations long term incentive program valued at $2.7 million on May 16, 2019, half of which will be in the form of restricted stock units and half of which will be in the form of options. As Executive Chairman, Mr. Boeckmann will not receive compensation for his service on the Board.
Further details concerning the Corporations executive compensation program are described in the Corporations definitive proxy statement dated March 11, 2019, under the heading Compensation Discussion and Analysis.