Fluor Chief Given $10.7 Million in Cash, Stock, Options

Fluor Corp. gave Philip J. Carroll Jr. $10.75 million in cash, restricted stock and options in July when he became chairman and chief executive of the Irvine construction and engineering giant.

The company granted Carroll, 61, a $750,000 cash signing bonus, restricted stock worth $6.8 million and options valued at $3.2 million, according to the company’s proxy filing to the Securities and Exchange Commission.

Carroll headed Shell Oil Co., the U.S. arm of the Royal Dutch/Shell Group of companies, from 1993 until June, when he reached Shell’s retirement age. Fluor hired him at a $900,000 salary and a target bonus of $825,000, with a possible bonus of double the target figure. In addition, he gets a deferred bonus of $100,000 each year under his contract, Monday’s filing said.

In the future, Carroll also is eligible for a $240,000 target-level cash award--which could total as much as twice that figure--based on the company’s performance between 1999 and 2001.

Carroll received 148,634 “shadow stock units” that vest over the length of his contract through July 2003. Valued at $45.75 each--the company’s stock price on the date of grant--the units are worth $6.8 million.

Carroll can’t sell any restricted shares until they vest, pro-rata each day over the five-year term of his contract, the filing said.

The new chairman also received options to buy 200,000 Fluor shares, for $45.75 apiece. The options vest over four years--sooner if Fluor stock reaches levels at or above the exercise price--and expire in July 2008.

Their $3.2-million “grant date present value” was determined using a version of the Black-Scholes option pricing model, according to the proxy statement.

Fluor shares fell 94 cents Monday, to $36.94, in New York Stock Exchange trading. The shares have fallen about 11% over the last six months.