QUANTA SERVICES INC
For the period ended May 22, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 11, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
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CHECK THE APPROPRIATE BOX:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
Quanta Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
| ☑ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2025 P R OX Y S TAT E M E N T
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
Quanta Services, Inc.
2727 North Loop West
Houston, TX 77008 | (713)629-7600
TO BE HELD MAY 22, 2025
To our Stockholders:
The annual meeting of stockholders of Quanta Services, Inc. (“Quanta”) will be held at the company’s corporate headquarters, located at 2727 North Loop West, Houston, Texas 77008, on May 22, 2025, at 8:30 a.m. local time. At the meeting, you will be asked to consider and act upon the following matters, which are more fully described in the accompanying Proxy Statement:
| 1. | Election of ten directors nominated by Quanta’s Board of Directors; |
| 2. | Approval, by non-binding advisory vote, of Quanta’s executive compensation; |
| 3. | Ratification of the appointment of PricewaterhouseCoopers LLP as Quanta’s independent registered public accounting firm for fiscal year 2025; |
| 4. | Approval of an amendment to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan to increase the number of shares of Quanta common stock that may be issued thereunder by 4,190,000 shares; and |
| 5. | Action upon any other matters that are properly brought before the meeting, or any adjournments or postponements of the meeting, by or at the direction of the Board of Directors. |
Our stockholders of record at the close of business on April 2, 2025, are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements of the meeting.
By Order of the Board of Directors,
Matthew D. McCoy
Corporate Secretary
Houston, Texas
April 11, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2025:
The Notice, Proxy Statement and 2025 Annual Report to Stockholders are available atwww.proxydocs.com/PWR.
| PROXY STATEMENT SUMMARY | Quanta Services, Inc. 2727 North Loop West Houston, TX 77008 | (713) 629-7600 |
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This summary highlights selected information about the items to be voted on at the 2025 annual meeting of stockholders (the “Annual Meeting”) of Quanta Services, Inc. (together with its subsidiaries, “Quanta” or the “Company”). This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire Proxy Statement carefully before voting.
2025 Annual Meeting of Stockholders
Where The Company’s corporate headquarters, located at 2727 North Loop West, Houston, Texas 77008
When May 22, 2025, at 8:30 a.m. local time
Record Date Our stockholders of record at the close of business on April 2, 2025, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting.
Annual Meeting Agenda and
Voting Recommendations
Stockholders are being asked to vote on four agenda matters:
| Proposal | Board Recommendation |
|---|---|
| Election of ten directors nominated by Quanta’s Board of Directors | FOR Each Director Nominee |
| Approval, by non-binding advisory vote, of Quanta’s executive compensation | FOR |
| Ratification of the appointment of PricewaterhouseCoopers LLP as Quanta’s independent registered public accounting firm for fiscal year 2025 | FOR |
| Approval of an amendment to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan to increase the number of shares of Quanta common stock that may be issued thereunder by 4,190,000 shares | FOR |
Voting Your Shares
Your vote is important. Even if you plan to attend the Annual Meeting in person, the Board of Directors of Quanta (the “Board”) recommends that you cast your vote as soon as possible. Stockholders of record may vote by any of the below methods.
| Internet | Telephone | |
|---|---|---|
| www.proxypush.com/PWR | 1-866-390-5316 | If you received a paper copy of the proxy form by mail, complete, sign, date and return your proxy card in the pre-addressed, postage-paid envelope provided. |
i
Proposal 1: Election of Directors
The Board of Directors unanimously recommends a vote FOR the election of each of the director nominees. u See page 1 for further information
Director Nominees
The table below provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast.
| Committees | |||||
| Name, Age, and Principal Position / Experience | Director Since | AC | CC | GNC | IC |
|---|---|---|---|---|---|
| Earl C. (Duke) Austin, Jr. (55) President and Chief Executive Officer of Quanta | 2016 | ||||
| Warner L. Baxter (63) Independent Former Executive Chairman, President and Chief Executive Officer of Ameren Corporation | 2024 | ● F | ● | ||
| Doyle N. Beneby (65) Independent Chairman of the Board of Quanta and Former President and Chief Executive Officer of Midland Cogeneration Venture | 2016 | ||||
| Bernard Fried (68) Independent Principal of BF Consulting and Former Chief Executive Officer of Plastikon Industries, Inc. | 2004 | ● | ● | ||
| Worthing F. Jackman (60) Independent Former President and Chief Executive Officer of Waste Connections, Inc. | 2005 | ● F | ● | ||
| Holli C. Ladhani (54) Independent Former President and Chief Executive Officer of Select Energy Services, Inc. | 2021 | ● F | ● | ||
| Jo-ann M. dePass Olsovsky (60) Independent Former Executive Vice President and Chief Information Officer of Salesforce, Inc. | 2024 | ● | · | ||
| R. Scott Rowe (54) Independent President, Chief Executive Officer and Director of Flowserve Corporation | 2022 | ● | ● | ||
| Raúl J. Valentín (61) Independent Executive Vice President and Chief Human Resources Officer of ABM Industries Incorporated | 2023 | ● | ● | ||
| Martha B. Wyrsch (67) Independent Former Executive Vice President and General Counsel of Sempra Energy | 2019 | ● | ● | ||
| Committees | ● Chairman ● Member F Financial Expert |
| AC - Audit Committee | |
| GNC - Governance and Nominating Committee | |
| CC - Compensation Committee | |
| IC - Investment Committee |
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Snapshot of 2025 Director Nominees
Board Qualifications, Skills and Experience
The Board regularly reviews the desired qualifications, skills and experiences that it believes are appropriate to oversee Quanta’s business and long-term strategy. Attributes brought by director nominees include:
Corporate Governance Highlights
We are committed to strong governance standards, as evidenced by the key best practices below.
✓ Annual election of directors
✓ Majority voting standard for election of directors in uncontested elections
✓ Director resignation policy
✓ Holders of Quanta common stock vote as a single class on all matters
✓ Separate Independent Chairman of the Board and Chief Executive Officer
✓ Annual stockholder engagement
✓ Robust stock ownership requirements for directors and officers
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✓ Meaningful annual limit onnon-employee director compensation
✓ Code of Conduct that applies to all directors, officers and employees
✓ Robust oversight process of business strategy, risk management and corporate sustainability and responsibility matters
✓ Commitment to Board refreshment and composition aligned with the strategic direction of the Company
Proposal 2: Advisory Vote to Approve Executive Compensation
The Board of Directors unanimously recommends a vote FOR the advisory resolution approving Quanta’s executive compensation. u See page 30 for further information
Compensation Overview
Quanta completed another successful year in 2024, with strategic, operational and financial accomplishments throughout the Company. Quanta utilized its innovative approach to its infrastructure solutions, combined with its broad portfolio of services, to perform at a high level and produce superior operational and financial results. Specifically, the Company achieved many record financial results, including record annual revenues, net income attributable to common stock, and net cash provided by operating activities, as well as record remaining performance obligations and backlog as ofyear-end 2024.
Quanta continued to accomplish key strategic objectives in 2024 related to, among other things, the development and expansion of key service offerings and the Company’s position as a facilitator for its customers as they embark on significant efforts driven by load growth, the energy transition, technology advancements and grid resilience and security initiatives. Notably, Quanta completed the strategic acquisition of Cupertino Electric, Inc., a provider of electrical infrastructure solutions, including engineering, procurement, project management, construction and modularization services, to the technology, renewable energy and infrastructure and commercial industries, which provides Quanta with a highly synergisticlow-voltage electrical workforce and complementary customer base. Quanta believes its performance and these accomplishments are indicative of the resiliency of its business model and remains focused on delivering superior financial performance and returning value to its stockholders. Quanta is also focused on continuing its commitments to all stakeholders of the Company, including the safety of its workforce and responsible performance within communities in which it operates.
With respect to performance under the Company’s 2024 annual incentive plan, the overall achievement percentage was 78.7% of target performance, which was driven by significant year-over-year improvement in the earnings- and margin-based performance metrics, partially offset by below-threshold performance with respect to the safety performance improvement metric. Quanta also completed an exceptional 2022-2024 performance cycle that resulted in an achievement percentage of 189.9% of target performance under the 2022 long-term incentive plan, driven by continued improvement in the utilization of capital. Additionally, the performance targets and metrics included in the Company’s 2024 long-term incentive plan, which apply to the 2024-2026 performance cycle, continue to generally represent improvement over historical performance and prior targets and support Quanta’s strategic initiatives with respect to return on invested capital, efficient and sustainable usage of property and equipment and employee safety.
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2024 Target Compensation Mix
Quanta’s named executive officer (“NEO”) compensation is primarily comprised of base salary, short-term cash incentives and long-term equity incentives. Target award levels generally reflect competitive market levels and practices, with upside opportunity for performance above target levels, and performance measures are chosen to align the interests of executives with stockholders.
2024 Long-Term Incentive Plan Equity Mix
A significant portion of equity-based incentive awards (70% with respect to the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) and President of Electric Power and 60% with respect to other NEOs) is tied to measurable Company performance over a 3-year performance period.
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Elements of Executive Compensation
| Element and Form of Compensation | Performance / Payment Criteria | Purpose | |||
| Base Salary Cash | Individual performance and experience in the role are factors | To provide fixed compensation necessary to attract and retain key executives, and offset the cyclicality in our business that may impact variable pay | |||
| Short-Term IncentiveCash | Tied to the achievement of performance targetsrelated to (i) AIP Adjusted EBITDA (as definedbelow); (ii) AIP Adjusted EBITDA margin (asdefined below); and (iii) safety performance | To incentivize and reward achievement of annualfinancial and operational performance targets,which focus on profitable growth and safeexecution | |||
| Long-Term IncentivePerformance Stock Units (“PSUs”) | Cliff-vest at the end of a 3-year performanceperiod Tied to the achievement of return on investedcapital, relative total stockholder return, capitalefficiency and certain operations- andsustainability-based metrics (i.e., automobileinsurance claims rate and composite driver safety) | To incentivize achievement of our long-termfinancial performance targets that focus onstrategic initiatives To align management and stockholder interestsand to attract and promote retention of keyexecutives To incentivize a reduction in the frequency of ourautomobile incidents, which impacts workforcesafety, the communities in which we operate andour financial performance | |||
| Restricted Stock Units (“RSUs”) | Vest over three years in equal annual installments | To align management and stockholder interests and attract and promote retention of key executives | |||
| Other CompensationRetirement Benefits and Perquisites | Not applicable | To maintain the health and safety of executives To provide a competitive compensation packageand, in certain cases, optimize key executives’time |
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Compensation Governance
We are committed to strong governance standards that ensure our executive compensation program is closely aligned with the interests of our stockholders and other stakeholders, as evidenced by the policies and practices described below.
What We Do
| ✓ | Stock Ownership Guidelines. We maintain meaningful stock ownership guidelines that align our executives’ long-term interests with those of our stockholders and discourage excessive risk-taking. |
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| ✓ | Clawback Policy. We maintain clawback policies that permit the Company to recover from executive officers and key employees of Quanta and its subsidiaries cash or equity incentive compensation in certain circumstances involving a restatement of the Company’s financial statements. |
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| ✓ | Annual Review. Our Compensation Committee engages its own independent compensation consultant, which performs an annual comprehensive market analysis of our executive compensation program and pay levels. |
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| ✓ | Annual Say-on-Pay Vote. We provide our stockholders with an annual opportunity to participate in an advisory vote on NEO compensation. |
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| ✓ | Performance-Based Compensation. The majority of the target compensation for our NEOs is subject to objective and measurable financial and operational performance metrics. |
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| ✓ | Performance Thresholds and Maximums. All performance-based awards require that the Company achieve a threshold level of performance to receive any award and provide for a cap on the maximum award in the event the established performance criteria is dramatically exceeded. |
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| ✓ | Modest Perquisites. Our NEOs receive a modest amount of perquisites, which are intended to promote wellness, provide convenience in light of the demands of their positions, assist them in serving necessary business purposes, and provide a competitive compensation package (e.g., executive physical program, allowance for certain designated items). |
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| ✓ | Sustainability Performance Metrics. Both short-term cash incentive compensation and long-term equity incentive compensation for NEOs are tied to successful performance of sustainability initiatives, including employee and community safety measures. |
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What We Don’t Do
| X | Pledging. We maintain an anti-pledging policy that prohibits directors and executive officers from pledging Quanta securities as collateral for a loan absent pre-clearance and demonstration of financial capacity to repay without resorting to the pledged securities. |
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| X | Hedging. We maintain an anti-hedging policy that prohibits directors and executive officers from hedging the economic risk of ownership of Quanta common stock. |
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| X | Gross-Up. Our employment agreements with NEOs do not provide for gross-ups of excise taxes on severance or other payments in connection with a change in control. |
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| X | Single-Trigger Equity Awards. Equity awards granted subsequent to August 2023 are subject to double-trigger vesting in connection with a change in control in which the transaction consideration does not consist solely of cash. |
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Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Board of Directors unanimously recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as Quanta’s independent registered public accounting firm for fiscal year 2025. u See page 77 for further information
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Proposal 4: Approval of Amendment to Omnibus Equity Incentive Plan
The Board of Directors unanimously recommends a vote FOR approval of the amendment to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan (as amended, the “2019 Omnibus Plan”) u See page 80 for further information
Summary of Amendment
Stockholders are being asked to approve an amendment to the 2019 Omnibus Plan. The 2019 Omnibus Plan was originally approved by the Board on March 21, 2019 and by Quanta’s stockholders on May 23, 2019. On March 21, 2025, the Board approved an amendment to the 2019 Omnibus Plan, subject to stockholder approval, which increases the number of shares of Quanta common stock that may be issued thereunder by 4,190,000 shares (the “Amendment”).
Quanta’s Grant Practices and Use of Equity-Based Compensation
| • | Motivation and Alignment of Interests. Quanta utilizes equity-based compensation to attract, retain and incentivize key personnel and believes that such equity-based compensation has been integral to Quanta’s success in the past and will be important for continued strong performance. |
| • | Broad-Based Grant Practices. Quanta grants equity-based compensation to management and key operations personnel at the majority of our operating companies and has awarded equity-based incentive compensation to approximately 3,100 individuals on an annual average basis over the last three fiscal years. Furthermore, approximately 78% of the equity-based compensation awards under the 2019 Omnibus Plan have been granted to employees that are not executive officers or directors of Quanta. We believe these broad-based grants help align incentives throughout the organization. |
| • | Strategic Grant Practices. Quanta has historically utilized strategic acquisitions as a key component of our strategic plan, including to broaden our customer base, expand our geographic area of operations, grow and diversify our portfolio of services and increase opportunities across the organization. Granting equity-based compensation awards to key personnel of an acquired business helps foster retention and an ownership culture and alignment of incentives. Since May 2019, when the 2019 Omnibus Plan was adopted, Quanta has granted equity-based compensation awards covering approximately 1.8 million shares to key employees of acquired businesses in connection with the closing of strategic acquisitions. |
| • | Reasonable Share Request. Quanta believes that the increase to the number of shares of Quanta common stock available for issuance under the 2019 Omnibus Plan, together with the remaining shares currently available for issuance under the 2019 Omnibus Plan, would be sufficient for equity compensation awards over approximately the next three to four years, and that such a request is reasonable and consistent with general market practices. |
| • | Impact of Insufficient Shares. If stockholders do not approve the Amendment, we expect that we will have an insufficient number of shares available to make equity-based compensation a meaningful part of our employees’ overall compensation in the future, requiring us to consider providing additional cash awards or remuneration in order to maintain competitive levels of compensation. We believe that outcome could negatively impact our ability to align employee compensation with the interests of our stockholders. |
2019 Omnibus Plan Best Practices
The 2019 Omnibus Plan includes features designed to protect stockholder interests and reflect our compensation and governance principles, as described below.
| • | One-Year Minimum Vesting Requirement. Subject to certain limited exceptions, the 2019 Omnibus Plan requires future equity awards to have minimum vesting periods of not less than one year from the date an award is granted. |
| • | No Payment of Dividends on Unvested Awards. Payment of dividends and dividend equivalents on shares underlying unvested awards is expressly prohibited until awards vest or restrictions lapse, such that declared dividends and dividend equivalents are subject to forfeiture until such vesting and/or lapsing. |
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| • | Director Compensation Limit. Awards under the 2019 Omnibus Plan and all other compensation payable to each non-employee director is subject to an aggregate limit of $500,000 per year, provided that a newly elected director may receive up to $750,000 for his or her initial calendar year of service on the Board and a director serving as Chairman of the Board or Lead Director may receive up to $750,000 per calendar year. |
| • | No Liberal Share Recycling. Shares tendered or withheld to cover taxes or pay the exercise price of an award are not again available for grant under the 2019 Omnibus Plan. |
| • | Clawback Policies. Incentive compensation is subject to recoupment as required by law or pursuant to the Company’s clawback policies (as described in further detail in Compensation Discussion & Analysis – Clawback Policies), or if the Board determines that a participant has violated applicable restrictive covenants. |
| • | No Discounted Options or Stock Appreciation Rights. Options and stock appreciation rights must have an exercise price or base price at or above the fair market value per share of Quanta common stock on the date of grant. |
| • | Prohibition on Repricing. Repricing of stock options and stock appreciation rights without the approval of our stockholders is expressly prohibited. |
| • | No Liberal Change in Control Definition. The 2019 Omnibus Plan does not include a “liberal” change in control definition (i.e., mergers require actual consummation). |
| • | Double-Trigger Equity Awards. Equity awards granted subsequent to August 2023 are subject to double-trigger vesting in connection with a change in control in which the transaction consideration does not consist solely of cash. |
| • | No Excise Tax Gross-Ups. The 2019 Omnibus Plan includes a “best-net” parachute payment provision, which states that either parachute payments will be reduced to avoid excise taxes or a participant will receive the full amount of such parachute payments and pay the related excise taxes, whichever results in the better after-tax result for the participant. |
| • | Transfer Restrictions. The 2019 Omnibus Plan includes robust transfer restrictions, including that no award may be transferred to a third-party financial institution for value. |
| • | Fixed Term and Fixed Share Authorization. The 2019 Omnibus Plan has a term of ten years and does not have an “evergreen” feature (i.e., the amount of shares authorized is fixed and can only be increased with stockholder approval). |
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TABLE OF
CONTENTS
Board Recommendation✓ X
| PROXY STATEMENT SUMMARY | i |
|---|---|
| QUANTA BOARD OF DIRECTORS | 1 |
| ✓ Proposal 1: Election of Directors | 1 |
| CORPORATE GOVERNANCE | 13 |
| Board Leadership Structure | 13 |
| The Board’s Role in Strategy | 15 |
| The Board’s Role in Risk Oversight | 15 |
| Board Independence | 17 |
| Executive Sessions of Non-Management Directors | 17 |
| Director Meetings | 17 |
| Committees of the Board | 18 |
| Compensation Committee Interlocks and Insider Participation | 21 |
| Code of Conduct | 21 |
| Engagement and Communications with the Board | 21 |
| Board and Committee Evaluations | 23 |
| Identifying and Evaluating Nominees for Director | 23 |
| Director Qualifications | 24 |
| Director Compensation | 24 |
| 2024 Director Compensation Table | 27 |
| EXECUTIVE OFFICERS | 28 |
| COMPENSATION DISCUSSION & ANALYSIS | 30 |
| Compensation Committee Report | 30 |
| Executive Summary | 30 |
| Compensation Philosophy | 35 |
| Elements of Executive Compensation | 36 |
| Executive Compensation Decisions for 2024 | 37 |
| Stock Ownership Guidelines | 49 |
| Insider Trading Policy | 50 |
| Pledging, Hedging and Other Transactions in Quanta Securities | 50 |
| Clawback Policies | 50 |
| Employment Agreements | 51 |
| Indemnification Agreements | 51 |
| Risk Considerations in Our Compensation Program | 51 |
| 2024 Compensation Process | 53 |
| Impact of Regulatory Requirements on Our Executive Compensation Decisions | 54 |
| Conclusion | 55 |
| EXECUTIVE COMPENSATION | 56 |
| 2024 Compensation Tables | 56 |
| Nonqualified Deferred Compensation in 2024 | 62 |
|---|---|
| Potential Payments upon Termination or Change in Control | 64 |
| Estimated Potential Payments | 67 |
| Equity Compensation Plan Information | 69 |
| Chief Executive Officer Pay Ratio | 70 |
| Pay Versus Performance | 71 |
| ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 75 |
| ✓ Proposal 2: Advisory Vote to Approve Executive Compensation | 75 |
| INDEPENDENT AUDITOR | 77 |
| ✓ Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 77 |
| Audit Committee Report | 78 |
| Audit Fees | 79 |
| AMENDMENT TO OMNIBUS INCENTIVE PLAN | 80 |
| ✓ Proposal 4: Approval of an Amendment to Omnibus Incentive Plan | 80 |
| Outstanding Full-Value Awards and Shares Available | 82 |
| Summary of the 2019 Omnibus Plan | 82 |
| Plan Benefits | 86 |
| SECURITY OWNERSHIP | 88 |
| Security Ownership of Certain Beneficial Owners | 88 |
| Security Ownership of Management | 89 |
| Employee, Officer and Director Hedging | 90 |
| CERTAIN TRANSACTIONS | 91 |
| Related Party Transactions | 91 |
| Review of Related Party Transactions | 92 |
| Delinquent Section 16(a) Reports | 92 |
| GENERAL INFORMATION | 93 |
| Questions and Answers About the Annual Meeting | 93 |
| Stockholder Proposals and Nominations of Directors for the 2025 Annual Meeting | 97 |
| ADDITIONAL INFORMATION | 99 |
| Other Matters | 99 |
| APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | A-1 |
| APPENDIX B – AMENDMENT NO. 2 TO QUANTA SERVICES, INC 2019 OMNIBUS EQUITY INCENTIVE PLAN | B-1 |
| APPENDIX C – QUANTA SERVICES, INC. 2019 OMNIBUS EQUITY INVENTIVE PLAN | C-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.