DEF 14A of Quanta Services, Inc., Apr 12, 2024

DEF 14A of Quanta Services, Inc.

Filed Apr 12, 2024 · FY20230001193125-24-093877

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  2. 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 2 for further information |

  3. Proposal 1: Election of Directors

    Director Nominees The table below provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast. In accordance with the Board’s ordinary course succession planning process, David McClanahan, currently Chairman of our Board, and Margaret Shannon, currently a member of the Board, have chosen not to stand, and have not been nominated, for reelection at the Annual Meeting. Having considered the size, structure and composition of the Board, as well as the strategic direction of the Company and the Board’s responsibility for oversight of risks facing the Company, as based on the recommendation of the Governance and Nominating Committee, the Board approved the nomination of Warner L. Baxter and Jo-ann dePass Olsovsky for election at the Annual Meeting, so that the Board shall thereafter continue to consist of eleven directors. Additionally, following the Annual Meeting, the Board intends to retain its current independent non-executive chairman leadership structure and appoint a new non-executive, independent Chairman of the Board to replace Mr. McClanahan.

  4. Proposal 1: Election of Directors

    | | | Committees | | | | | Name, Age, and Principal Position / Experience | Director Since | AC | CC | GNC | IC | | Earl C. (Duke) Austin, Jr. (54) President and Chief Executive Officer of Quanta | 2016 | | | | | | Warner L. Baxter (62) Independent Former Executive Chairman, President and Chief Executive Officer of Ameren Corporation | – | | | | | | Doyle N. Beneby (64) Independent Former President and Chief Executive Officer of Midland Cogeneration Venture | 2016 | | ∎ | | ∎ | | Vincent D. Foster (67) Independent Executive Chairman and Former Chief Executive Officer of Main Street Capital Corporation | 1998 | ∎ F | | | ∎ | | Bernard Fried (67) Independent Principal of BF Consulting and Former Chief Executive Officer of Plastikon Industries, Inc. | 2004 | ∎ F | ∎ | | | | Worthing F. Jackman (59) Independent Former President and Chief Executive Officer of Waste Connections, Inc. | 2005 | ∎ F | ∎ | | | | Holli C. Ladhani (53) Independent Former President and Chief Executive Officer of Select Energy Services, Inc. | 2021 | ∎ F | | | ∎ | | Jo-ann dePass Olsovsky (59) Independent Former Executive Vice President and Chief Information Officer of Salesforce, Inc. | – | | | | | | R. Scott Rowe (53) Independent President, Chief Executive Officer and Director of Flowserve Corporation | 2022 | | | ∎ | ∎ | | Raúl J. Valentín (60) Independent Executive Vice President and Chief Human Resources Officer of ABM Industries Incorporated | 2023 | | ∎ | ∎ | | | Martha B. Wyrsch (66) Independent Former Executive Vice President and General Counsel of Sempra Energy | 2019 | | ∎ | ∎ | |

  5. Proposal 1: Election of Directors

    | Committees | ∎ Chairman ∎ Member F Financial Expert | | AC - Audit Committee | | | GNC - Governance and Nominating Committee | | | CC - Compensation Committee | | | IC - Investment Committee | |

  6. Proposal 1: Election of Directors

    Snapshot of 2024 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 ✓ Six new directors added since 2016, with two additional new director nominees at the current Annual Meeting ✓ 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 ✓ Meaningful annual limit on non-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

  7. Proposal 2: Advisory Vote to Approve Executive Compensation

    Compensation Overview Quanta completed another significant year in 2023, 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 of year-end 2023. Quanta continued to accomplish key strategic objectives in 2023 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 that are aligned with the transition to a reduced-carbon economy and designed to respond to the impact of a changing climate. Notably, Quanta completed the strategic acquisition of Pennsylvania Transformer Technology, an established and reliable domestic manufacturer of power transformers and components for the electric utility, renewable energy, municipal power and industrials markets. The Company believes that this acquisition provides Quanta and its clients with an important supply chain solution. In addition to its continued financial success, Quanta remained focused on its commitments to all stakeholders of the Company, including the safety of its workforce, returning value to stockholders and providing additional information about the Company through enhanced quantitative and qualitative sustainability disclosures. The Company believes its performance and these accomplishments are indicative of the resiliency of its business model. Quanta’s strong performance during 2023 resulted in an achievement percentage under the 2023 annual incentive plan of 125.8% of target performance and the completion of an exceptional 2021-2023 performance cycle that resulted in an achievement percentage of 178.6% of target performance under the 2021 long-term incentive plan. Additionally, the performance targets and metrics utilized in the Company’s 2023 long-term incentive plan, which apply to the 2023-2025 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.

  8. 2023 Long-Term Incentive Plan Equity Mix

    2023 Long-Term Incentive Plan Equity Mix A significant portion of equity-based incentive awards (70% with respect to the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) and 60% with respect to other NEOs) are tied to measurable Company performance over a 3-year performance period. Elements of Executive Compensation

  9. 2023 Long-Term Incentive Plan Equity Mix

    | | 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 Incentive Cash | Tied to the achievement of performance targets related to (i) AIP Adjusted EBITDA (as defined below); (ii) AIP Adjusted EBITDA margin (as defined below); and (iii) safety performance | To incentivize and reward achievement of annual financial and operational performance targets, which focus on profitable growth and safe execution | | | Long-Term Incentive Performance Stock Units (“PSUs”) | Cliff-vest at the end of a 3-year performance period Tied to the achievement of return on invested capital, relative total stockholder return, capital efficiency and certain sustainability-based metrics (i.e., fleet idle time and composite driver safety) | To incentivize achievement of our long-term financial performance targets that focus on strategic initiatives To align management and stockholder interests and to attract and promote retention of key executives To incentivize sustainable performance through reduced environmental impact and enhanced employee safety | | | 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 Compensation Retirement Benefits and Perquisites | Not applicable | To maintain the health and safety of executives To provide a competitive compensation package and, in certain cases, optimize key executives’ time |

  10. 2023 Long-Term Incentive Plan Equity Mix

    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.

  11. 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. |

  12. What We Do

    | ✓ | 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. |

  13. What We Do

    | ✓ | 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. |

  14. What We Do

    | ✓ | 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 safety measures and efficient utilization of equipment. |

  15. What We Don’t Do

    | 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 of control.X |

  16. What We Don’t Do

    | Single-Trigger Equity Awards. Pursuant to new award agreements adopted during 2023, equity awards granted subsequent to August 2023 will be subject to double-trigger vesting in connection with a change in control in which the transaction consideration does not consist solely of cash.X |

  17. Board Recommendation ✓ X

    | Nonqualified Deferred Compensation in 2023 | 63 | | Potential Payments upon Termination or Change in Control | 65 | | Estimated Potential Payments | 68 | | Equity Compensation Plan Information | 70 | | Chief Executive Officer Pay Ratio | 71 | | Pay Versus Performance | 72 | | 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 QUANTA’S RESTATED CERTIFICATE OF INCORPORATION | 80 | | ✓ Proposal 4: Approval of an Amendment to Quanta’s Restated Certificate of Incorporation | 80 | | SECURITY OWNERSHIP | 82 | | Security Ownership of Certain Beneficial Owners | 82 | | Security Ownership of Management | 83 | | Employee, Officer and Director Hedging | 84 | | CERTAIN TRANSACTIONS | 85 | | Related Party Transactions | 85 | | Review of Related Party Transactions | 86 | | Delinquent Section 16(a) Reports | 86 | | GENERAL INFORMATION | 87 | | Questions and Answers About the Annual Meeting | 87 | | Stockholder Proposals and Nominations of Directors for the 2025 Annual Meeting | 91 | | ADDITIONAL INFORMATION | 93 | | Other Matters | 93 | | APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | A-1 | | APPENDIX B – AMENDMENT TO QUANTA’S RESTATED CERTIFICATE OF INCORPORATION | B-1 |

  18. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  19. Proposal 1: Election of Directors

    | The Board of Directors unanimously recommends a vote FOR the election of each of the director nominees. |

  20. Proposal 1: Election of Directors

    The Board currently consists of eleven directors, whose current terms of office all expire at the Annual Meeting. In accordance with the Board’s ordinary course succession planning process, David McClanahan, currently Chairman of our Board, and Margaret Shannon, currently a member of the Board, have chosen not to stand, and have not been nominated, for re-election at the Annual Meeting. Having considered the size, structure and composition of the Board, as well as the strategic direction of the Company and the Board’s responsibility for oversight of risks facing the Company, as based on the recommendation of the Governance and Nominating Committee, the Board approved the nomination of Warner L. Baxter and Jo-ann dePass Olsovsky for election at the Annual Meeting, so that the Board shall thereafter continue to consist of eleven directors until otherwise determined in accordance with Quanta’s bylaws. Additionally, following the Annual Meeting, the Board intends to retain its current independent non-executive chairman leadership structure and appoint a new non-executive, independent Chairman of the Board to replace Mr. McClanahan. The Board proposes that the following eleven nominees be elected for a new term of one year or until their successors are duly elected and qualified or until their earlier death, resignation or removal. Each of the nominees has consented to serve if elected. If a nominee becomes unwilling or unavailable to serve as a director, the Board may designate a substitute nominee or reduce the number of directors that constitute the Board. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named below. The Board unanimously recommends a vote FOR the election of Ms. Ladhani, Ms. dePass Olsovsky and Ms. Wyrsch and Messrs. Austin, Baxter, Beneby, Foster, Fried, Jackman, Rowe and Valentín. Director Nominees The following provides biographical information about each director nominee, including a description of the experience, qualifications and skills that have led the Board to determine that each nominee should serve on the Board. EARL C. (DUKE) AUSTIN, JR.

  21. Proposal 1: Election of Directors

    | Director Since: 2016 Age: 54 | Experience Mr. Austin has been a member of the Board and served as Quanta’s President and Chief Executive Officer since March 2016. He previously served as Quanta’s Chief Operating Officer from January 2013 until January 2022 and as President of the Electric Power Division and Oil and Gas Division from May 2011 to December 2012 and had responsibility for oversight of power and pipeline operations since January 2011. He served as President of the Oil and Gas Division from October 2009 to May 2011 and as President of North Houston Pole Line, L.P., an electric and natural gas specialty contractor and subsidiary of Quanta, from 2001 until September 2009. He currently serves as chairman of the Texas State University System Board of Regents and as a director of the Southwest Line Chapter of the National Electrical Contractors Association. Mr. Austin holds a Bachelor of Arts degree in Business Management. Qualifications Mr. Austin has a demonstrated record of achievement and leadership with Quanta. Through his experience as Chief Executive Officer and Chief Operating Officer of Quanta, Mr. Austin brings to the Board insight and information regarding all aspects of the Company’s strategy, operations and business. Mr. Austin also has extensive technical expertise and knowledge of, and more than 30 years of experience working in, the industries Quanta serves. | | Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Finance / Accounting / Capital Allocation • Government / Regulatory • Human Capital Management / Safety Leadership • Environmental / Social / Governance Positions with Quanta • President • Chief Executive Officer | |

  22. Proposal 1: Election of Directors

    | WARNER L. BAXTER | | | Director Nominee Age: 62 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Finance / Accounting / Capital Allocation • Government / Regulatory • Human Capital Management / Safety Leadership • Environmental / Social / Governance Other Public Company Board Service • U.S. Bancorp • Ameren Corporation (2014 – 2023) • UMB Financial Corporation (2013 – 2015) | Experience Mr. Baxter is a nominee to the Board. Mr. Baxter previously served as Executive Chairman, Chairman, President and Chief Executive Officer of Ameren Corporation, a publicly traded regulated electric and gas utility company serving customers in Missouri and Illinois. He served as the Executive Chairman from January 2022 to November 2023 and served as Chairman, President and Chief Executive Officer from 2014 to January 2022. Mr. Baxter also served as the Chairman of the Board of Directors of the Edison Electric Institute, an association representing all U.S. investor-owned electric companies, from June 2022 to June 2023 and as Vice Chairman from 2020 to June 2022. He also served as the Chair of the Electric Power Research Institute, a leading, independent not-for-profit research and development organization, from April 2017 until April 2018. Mr. Baxter served as Chairman, President and Chief Executive Officer of Ameren Missouri from 2009 to 2014 and as Executive Vice President and Chief Financial Officer of Ameren Corporation from 2003 to 2009. Before joining Ameren, Mr. Baxter served as a Senior Manager at PricewaterhouseCoopers LLP. Mr. Baxter has served as a director of U.S. Bancorp, a bank holding company, since 2015 and served as a director for UMB Financial Corporation, a commercial banking company, from 2013 until 2015. Mr. Baxter holds a Bachelor of Science degree in Accounting. Qualifications Mr. Baxter is expected to bring to the Board his extensive experience as a senior executive and director at a publicly traded regulated electric power and natural gas utility, including as president, chief executive officer, chief financial officer and director. His experience will provide valuable customer- and industry-based insights, and bring significant risk oversight, operations and strategic planning knowledge to the Board, as well as expertise and knowledge related to legislative and regulatory matters, corporate governance, sustainability leadership, financial reporting and accounting, and human capital management, including safety, talent development, and compensation. | | DOYLE N. BENEBY | | | Director Since: 2016 Age: 64 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Government / Regulatory • Human Capital Management / Safety Leadership • Environmental / Social / Governance Other Public Company Board Service • West Fraser Timber Co. Ltd. • Korn Ferry • Capital Power Corp. | Experience Mr. Beneby has been a member of the Board since March 2016. Mr. Beneby served as President and Chief Executive Officer of Midland Cogeneration Venture, a natural gas-fired combined electrical and energy generating plant located in the United States, from November 2018 to September 2022. He previously served as the Chief Executive Officer of New Generation Power International from October 2015 until May 2016 and as President and Chief Executive Officer of CPS Energy from August 2010 until September 2015. Mr. Beneby has served as a director of West Fraser Timber Co. Ltd., a publicly traded forestry company, since April 2023, as a director of Korn Ferry, a publicly traded global organizational consulting firm, since September 2015 and as a director of Capital Power Corp., a publicly traded independent power generation company, since May 2012. Mr. Beneby holds a Bachelor of Science degree in Engineering and a Master of Business Administration degree. Qualifications Mr. Beneby brings to the Board his extensive experience as a senior executive at private and municipal utilities and at various energy companies, as well as his experience as a director at public energy and service companies, through which he has a deep knowledge of the industries Quanta serves. Mr. Beneby also brings to the Board significant experience with respect to strategic and operational decision-making, capital allocation, employee safety matters and oversight of risk management matters, including the impact of climate change-related issues. Committee Memberships • Compensation (Chairman) • Investment |

  23. Proposal 1: Election of Directors

    | VINCENT D. FOSTER | | | Director Since: 1998 Age: 67 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Finance / Accounting / Capital Allocation • Legal / Compliance Other Public Company Board Service • Main Street Capital Corporation • Team Industrial Services, Inc. (2005 – 2017) | Experience Mr. Foster has been a member of the Board since 1998. He has served as Executive Chairman of the Board of Main Street Capital Corporation, a specialty investment company, since March 2007 and as Senior Managing Director of Main Street Capital Partners, LLC (and its predecessor firms), a private investment firm, since 1997. He also served as Chief Executive Officer of Main Street Capital Corporation from March 2007 until November 2018. Mr. Foster previously served as a director of Team Industrial Services, Inc. from 2005 until July 2017, U.S. Concrete, Inc. from 1999 to 2010, Carriage Services, Inc. from 1999 to 2011 and HMS Income Fund, Inc. from June 2012 to March 2013. Mr. Foster holds a Juris Doctor degree and is a Certified Public Accountant. Qualifications Mr. Foster has contributed significantly to Quanta’s success since its inception, and his familiarity with the Company and the industries Quanta serves brings valuable and unique knowledge to the Board. Mr. Foster also brings to the Board his significant experience as chief executive officer and director of other public companies, as well as his extensive tax, accounting, merger and acquisitions, financial, legal and corporate governance expertise, all of which are integral to the successful execution of Quanta’s business strategy. Committee Memberships • Audit • Investment (Chairman) |

  24. Proposal 1: Election of Directors

    | BERNARD FRIED | | | Director Since: 2004 Age: 67 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Finance / Accounting / Capital Allocation • Cybersecurity / Information Security | Experience Mr. Fried has been a member of the Board since March 2004. He has served as Principal of BF Consulting, a provider of management consulting services, since September 2011, and previously served as Chief Executive Officer and as a director of Plastikon Industries, Inc., a plastics manufacturing company, from April 2016 to September 2017. Mr. Fried also previously served as the Executive Chairman of OpTerra Energy Group, an energy conservation measures services provider, from June 2012 to February 2016, and as the Executive Chairman of Energy Solutions International, a software provider to the pipeline industry, from March 2011 to May 2015. Mr. Fried also served as Chief Executive Officer and President of Siterra Corporation, a software services provider, from May 2005 to March 2011, as Chief Executive Officer and President of Citadon, Inc., a software services provider, from 2001 until November 2003, and as Chief Financial Officer and Managing Director of Bechtel Enterprises, Inc. from 1997 until 2000. Mr. Fried holds a Bachelor of Engineering degree and a Master of Business Administration degree. Qualifications Mr. Fried brings to the Board his executive management experience, including at companies within Quanta’s industries, and his prior service on company boards, including experience with companies involved in domestic and international large-project construction management and within the energy industry. Mr. Fried also brings extensive executive-level and consulting experience working with technology-based companies, as well as valuable knowledge with respect to operations, risk oversight, information technology systems, human resources, finance and international business. Committee Memberships • Audit • Compensation |

  25. Proposal 1: Election of Directors

    | WORTHING F. JACKMAN | | | Director Since: 2005 Age: 59 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Finance / Accounting / Capital Allocation • Human Capital Management / Safety Leadership • Environmental / Social / Governance Other Public Company Board Service • Waste Connections, Inc. (2019-2023) | Experience Mr. Jackman has been a member of the Board since May 2005. He served as Chief Executive Officer and a director of Waste Connections, Inc., an integrated solid waste services company, from July 2019 until April 2023 and as President of Waste Connections, Inc. from July 2018 until April 2023. He previously served as its Executive Vice President and Chief Financial Officer from September 2004 until July 2018 and as Vice President – Finance and Investor Relations from April 2003 until August 2004. From 1991 until April 2003, Mr. Jackman held various positions with Deutsche Bank Securities, Inc., an investment banking firm, most recently serving as Managing Director, Global Industrial and Environmental Services Group. Mr. Jackman holds a Bachelor of Science degree in Business Administration – Finance and a Master of Business Administration degree. Qualifications Mr. Jackman brings to the Board his extensive senior management experience, including as chief executive officer and chief financial officer of a public company. As the former president and chief executive officer of a company that relies on a large workforce to provide quality services to customers, he also provides the Board with valuable insights with respect to development of strategies around human capital management and engagement, as well as other corporate sustainability practices. Mr. Jackman also brings to the Board substantial financial, accounting and acquisition expertise developed throughout his career, including through his investment banking experience, and that are valuable to the Board when evaluating the Company’s business strategy and significant capital allocation decisions. Committee Memberships • Audit (Chairman) • Compensation |

  26. HOLLI C. LADHANI

    HOLLI C. LADHANI

  27. HOLLI C. LADHANI

    | Director Since: 2021 Age: 53 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Finance / Accounting / Capital Allocation • Human Capital Management / Safety Leadership • Environmental / Social / Governance Other Public Company Board Service • Marathon Oil Company • Noble Energy, Inc. (2017 – 2020) • Atlantic Power Corporation (2010 – 2018) • Rosetta Resources (2013 – 2015) | Experience Ms. Ladhani has been a member of the Board since July 2021. She previously served as President, Chief Executive Officer and a director of Select Energy Services, Inc., a publicly traded provider of water management and chemical solutions to the energy industry, from November 2017 until January 2021. Prior to its merger with Select Energy, Ms. Ladhani served as Chairman, President and Chief Executive Officer of Rockwater Energy Solutions, Inc., a provider of water management and chemical solutions to the energy industry, from 2015 until November 2017, as well as in various other positions with Rockwater from its formation in 2011 until 2015, including Executive Vice President – Chemical Technologies and Chief Financial Officer. Prior to that, she served as Executive Vice President and Chief Financial Officer of Dynegy Inc., then a publicly traded independent power producer, from 2005 until 2011, and in various other positions with Dynegy from 2000 to 2005, including Chief Accounting Officer and Treasurer. She also held positions of increasing responsibility at PricewaterhouseCoopers LLP from 1992 to 2000, including Senior Manager. Ms. Ladhani has served as a director of Marathon Oil Corporation, a publicly traded independent exploration and production company, since March 2021, and she also currently serves on the Board of Trustees at Rice University. She previously served as a director of Noble Energy, Inc., a publicly traded independent exploration and production company, from 2017 through the sale of Noble in October 2020, as a director of Atlantic Power Corporation, a publicly traded independent power producer, from 2010 until 2018 and as a director of Rosetta Resources Inc., a publicly traded independent exploration and production company, from 2013 until its sale in 2015. Ms. Ladhani holds a Bachelor of Arts degree in Business Administration and a Master of Business Administration degree. Qualifications Ms. Ladhani brings to the Board her extensive executive management experience, including in chief executive officer and chief financial officer roles for companies within the energy industry, as well as extensive experience serving on boards of other public and private companies. Ms. Ladhani has developed a broad range of operational and technical expertise through her senior leadership and board roles, including with respect to financial and accounting matters, risk management oversight, strategic planning and capital allocation, all of which is valuable to the Board in overseeing Quanta’s diverse and dynamic operations and business strategy. Committee Memberships • Audit • Investment |

  28. HOLLI C. LADHANI

    | JO-ANN DEPASS OLSOVSKY | | | Director Nominee Age: 59 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Human Capital Management / Safety Leadership • Cybersecurity / Information Security Other Public Company Board Service • Canadian National Railway Company | Experience Ms. dePass Olsovsky is a nominee to the Board. Ms. dePass Olsovsky most recently served as the Executive Vice-President and Chief Information Officer at Salesforce.com, Inc., a publicly traded cloud-based software company, from February 2018 to August 2022 where she led the Salesforce, Tableau, Slack, and Mulesoft global technology functions supporting all internal systems, cloud applications, large programs, network connectivity, cyber operations, and M&A systems integrations. Prior to Salesforce, she served in various leadership roles at BNSF Railway, a large North American freight railroad network, from 2006 until 2018, including as Senior Vice-President and Chief Information Officer leading their technology function, including field telecom operations, cyber security, field operations systems including Transportation, Mechanical, Intermodal, Engineering, and Safety systems; corporate systems and applications, operations research, and advanced technologies functions. Ms. dePass Olsovsky also has served as a director for Canadian National Railway Company, a publicly traded freight railway headquartered in Canada serving customers in Canada, the United States and Mexico, since October 2021. Ms. dePass Olsovsky holds a Bachelor of Science degree in Business Management and a Master in Business Administration degree, as well as a master’s degree in Project Management. Qualifications Ms. dePass Olsovsky is expected to bring to the Board extensive experience leading large organizations, including both unionized and management team members supporting information technology, advanced technologies, large-scale systems implementation, telecommunications, field operations, and cybersecurity management functions, which she has developed through service as chief information officer of large publicly traded companies in regulated industries. Ms. dePass Olsovsky has also developed experience in risk oversight of critical global network systems and infrastructure, as well as M&A system integration, through her prior roles. We also expect she will bring substantial supply chain and logistics expertise to the Board, acquired through senior leadership and director roles with large telecommunications and railway companies, as well as significant knowledge with respect to risk oversight and strategic planning through serving as an executive officer and director of publicly traded companies. |

  29. HOLLI C. LADHANI

    | R. SCOTT ROWE | | | Director Since: 2022 Age: 53 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Finance / Accounting / Capital Allocation • Government / Regulatory • Human Capital Management / Safety Leadership • Environmental / Social / Governance Other Public Company Board Service • Flowserve Corporation | Experience Mr. Rowe has been a member of the Board since July 2022. Since April 2017, he has served as President, Chief Executive Officer and a director of Flowserve Corporation, a publicly traded developer and manufacturer of precision-engineered flow control systems that support global infrastructure industries, including energy, chemical, power generation and water management, and certain general industrial markets. Mr. Rowe previously served as President of Cameron Group of Schlumberger Ltd., an operating company of Schlumberger Limited, a publicly traded company that provides solutions and technologies to energy customers, from 2016 to 2017. Additionally, prior to Schlumberger’s acquisition of Cameron International Corporation in 2016, he served in various roles of increasing responsibility with Cameron International, including as President and Chief Executive Officer from 2015 to 2016, as President and Chief Operating Officer from 2014 to 2015, as a director from 2014 to 2016 and as a division president from 2008 to 2014. Mr. Rowe also previously served as a captain in the United States Army and holds a Bachelor of Science degree in Engineering Management and a Master of Business Administration degree. Qualifications As president, chief executive officer and a director of a large publicly traded company, Mr. Rowe brings significant leadership, operational and financial experience to the Board. Through his responsibility for oversight of a large workforce, he also provides a valuable perspective to the Board with respect to oversight and development of human capital and organizational culture and values. Mr. Rowe also brings significant technical expertise associated with the energy industry to the Board, as well as senior leadership experience at companies that support the energy industry. Committee Memberships • Governance and Nominating • Investment |

  30. HOLLI C. LADHANI

    | RAÚL J. VALENTÍN | | | Director Since: 2023 Age: 60 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Senior Leadership • Human Capital Management / Safety Leadership • Legal / Compliance • Environmental / Social / Governance | Experience Mr. Valentín has been a member of the Board since June 2023. Since 2021, Mr. Valentín has served as Executive Vice President and Chief Human Resources Officer of ABM Industries Incorporated, a publicly traded provider of facility services, infrastructure solutions, and parking management, including janitorial, engineering, parking, eMobility, infrastructure, electrical, lighting and energy solutions. In this role, Mr. Valentín leads ABM’s global human resources operations for over 100,000 employees, as well as communications and corporate citizenship, including diversity and inclusion, sustainability, and philanthropy. He previously served as ABM’s Senior Vice President of Human Resources. Mr. Valentín also previously served as Senior Vice President of Human Resources for a division of Coty, Inc., a publicly traded company that manufactures, markets and distributes fragrances, cosmetics and other skin and body care products, and in human resources roles of increasing responsibility with Comcast Corporation, a publicly traded provider of entertainment, information and communication products. He has also held human resources leadership roles at Covance Inc., a global biopharmaceutical drug development services company, Frito-Lay North America, a division of PepsiCo, and R.H. Macy & Co., Inc. Mr. Valentín was born in Puerto Rico, is fluent in both English and Spanish and holds a Bachelor of Arts degree in Political Science and Spanish. Qualifications Mr. Valentín brings to the Board significant leadership experience and expertise with respect to human capital strategy and talent development, developed throughout career, including through the role of chief human resources officer and head of human resources for large publicly traded companies. He provides valuable insight through his experience managing companies with large, diverse workforce similar to Quanta and human capital strategy, including in connection with acquisitions. Mr. Valentín also brings significant expertise compliance and safety matters to the Board. Committee Memberships • Compensation • Governance and Nominating |

  31. HOLLI C. LADHANI

    | MARTHA B. WYRSCH | | | Director Since: 2019 Age: 66 Key Skills and Attributes • Industry Experience • Risk Oversight and Management • Operations / Strategic Planning • Senior Leadership • Finance / Accounting / Capital Allocation • Government / Regulatory • Human Capital Management / Safety Leadership • Legal / Compliance • Environmental / Social / Governance Other Public Company Board Service • National Grid plc • First American Financial Corporation • Spectris plc (2012 to 2021) • Noble Energy, Inc. (2019 to 2020) | Experience Ms. Wyrsch has been a member of the Board since October 2019. She previously served as Executive Vice President and General Counsel of Sempra Energy, an energy infrastructure and services company with operations in the United States and internationally, from September 2013 until March 2019, where she oversaw legal and compliance matters. She also previously served as President – North America of Vestas American Wind Technology, a wind turbine services company, from 2009 until 2012, where she had direct responsibility for North American sales, construction, services and maintenance. From 2007 until 2008, she served as President and Chief Executive Officer of Spectra Energy Transmission, a natural gas transmission and storage business in the United States and Canada, and from 1999 through 2007, she served in various roles of increasing responsibility with Duke Energy Corporation, including as President and Chief Executive Officer, Gas Transmission from 2005 until 2007. Ms. Wyrsch has served as a director of First American Financial Corporation, a publicly traded financial services company, since 2018 and as a director of National Grid plc, a publicly traded electricity and gas utility company, since September 2021. She also previously served as a director of Spectris plc, a provider of specialty instrumentation and controls that is listed on the London Stock Exchange, from 2012 until 2021 and as a director of Noble Energy, Inc., a publicly traded independent oil and natural gas exploration and production company, from December 2019 through the sale of Noble in October 2020. Ms. Wyrsch holds a Bachelor of Arts degree and a Juris Doctor degree. Qualifications Ms. Wyrsch brings to the Board extensive experience as an executive officer of large, publicly traded utility and energy companies and as a public company director. Through these roles, she has substantial experience with respect to oversight of operational, financial and strategic matters and provides a valuable customer-based perspective from the industries Quanta services. With her experience across a wide range of public companies, Ms. Wyrsch also brings to the Board significant technical expertise with respect to legal matters, corporate governance and risk oversight, as well as experience with respect to addressing evolving sustainability and corporate responsibility matters. Committee Memberships • Compensation • Governance and Nominating (Chairman) |

  32. HOLLI C. LADHANI

    Mix of Skills, Experience, and Other Attributes of Director Nominees Our director nominees have an effective mix of backgrounds, knowledge, and skills. The table below provides a summary of certain collective competencies and attributes of the director nominees. The lack of an indicator for a particular item does not mean that the director nominee does not possess that skill or experience, and we look to each director to be knowledgeable in all of these areas. Rather, the indicator represents that the item is a core competency that the director nominee brings to the Board. Our director nominees also have a wide range of additional skills and experience not mentioned, which are further described in their biographies above.

  33. HOLLI C. LADHANI

    | | | | | | | | | | | | | | Knowledge, Skills and Experience | | | | | | | | | | | | | Industry Experience Understanding of, and experience in, the industries or markets Quanta serves as a result of serving as a director or executive officer of a company that operates in such industries or markets | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Risk Oversight and Management Experience as a chief executive officer, president or other executive officer of a public or private company with responsibility for, among other things, oversight of risk management processes | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Operations / Strategic Planning Experience in an executive officer role responsible for the oversight of operations and the development of a business strategy for a public or private company | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | | Senior Leadership Business and strategic management experience from service in a significant leadership position, such as a chief executive officer, chief financial officer or other senior leadership role | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Finance / Accounting / Capital Allocation Experience as a chief financial officer of, or service in a similar financial oversight function for, a public or private company or meets the definition of financial expert within the meaning of U.S. Securities and Exchange Commission (“SEC”) regulations | ∎ | ∎ | | ∎ | ∎ | ∎ | ∎ | | ∎ | | ∎ | | Government / Regulatory Service in, or experience interacting with, governmental or regulatory entities | ∎ | ∎ | ∎ | | | | | | ∎ | | ∎ | | Human Capital Management / Safety Leadership Oversight of human capital management and talent development and training, as well as safety program | ∎ | ∎ | ∎ | | | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Legal / Compliance Experience overseeing the legal department of a public company or practicing law or holds a legal degree | | | | ∎ | | | | | | ∎ | ∎ | | Environmental / Social / Governance Experience with governance principles or corporate responsibility and sustainability initiatives | ∎ | ∎ | ∎ | | | ∎ | ∎ | | ∎ | ∎ | ∎ | | Other Public Company Board Experience Current or prior service on the board of directors of a public company | | ∎ | ∎ | ∎ | | ∎ | ∎ | ∎ | ∎ | | ∎ | | Cybersecurity / Information Security Experience with oversight or management of cybersecurity and information security risks | | | | | ∎ | | | ∎ | | | |

  34. HOLLI C. LADHANI

    | | | | | | | | | | | | | | | Demographics and Attributes | | | | | | | | | | | | | | Diversity Represents diversity of race, ethnicity and/or gender | | | ∎ | | | | ∎ | ∎ | | ∎ | ∎ | | | Independence Independent within the meaning of SEC regulations, New York Stock Exchange (“NYSE”) corporate governance listing standards and our Corporate Governance Guidelines | | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | | Age (in years) | 54 | 62 | 64 | 67 | 67 | 59 | 53 | 59 | 53 | 60 | 66 | 60 | | Tenure (in years) | 8 | — | 8 | 26 | 20 | 19 | 3 | — | 2 | 1 | 5 | 8.4 |

  35. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director The Governance and Nominating Committee regularly evaluates the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If any vacancies are anticipated or arise, the Governance and Nominating Committee will consider director candidates suggested by incumbent directors, management, third-party search firms and others. The Governance and Nominating Committee will also consider director nominations by stockholders that are made in compliance with our bylaws. All applications, recommendations or proposed nominations for Board membership received by Quanta will be referred to the Governance and Nominating Committee. The manner in which the qualifications of a nominee are evaluated does not differ if the nominee is recommended by a stockholder. The Governance and Nominating Committee has the authority to retain, at Quanta’s expense, a third-party search firm to help identify and facilitate the screening and interview process of potential director nominees. Once a potential director nominee is identified or recommended, the committee makes an initial determination as to whether to conduct a full evaluation based on, among other things, the information provided with the recommendation, the committee’s own knowledge of the candidate, supplemental inquiries to the recommending person or others, or a background check. If the committee determines to further pursue the candidate, the candidate is evaluated based on the qualifications described below. The Governance and Nominating Committee also considers other relevant factors it deems appropriate, such as the current composition of the Board (including with respect to diversity in experience, background, gender and ethnicity and alignment of skills and experience with the Company’s strategic plan and risks facing the Company), the balance of management and independent directors, the need for a certain Board committee expertise, and the candidate’s activities unrelated to Quanta (including service as a director on the boards of other public companies). After this evaluation, the committee determines whether to interview the candidate and may ask the candidate to meet with members of Quanta’s management or other Board members. After completing its evaluation, if the committee believes the candidate would be a valuable addition to the Board, it will recommend to the Board the candidate’s nomination for appointment or election as a director. The Board values diversity in its broadest sense. With that goal in mind, and pursuant to our Corporate Governance Guidelines, the Board endeavors to have a group of directors representing:

  36. Identifying and Evaluating Nominees for Director

    | • | diverse experiences at policy-making levels of organizations that are relevant to Quanta’s activities and operations, which may come from business, government, education, technology and non-profit organizations; |

  37. Identifying and Evaluating Nominees for Director

    | • | diversity of tenure, which ensures a proper balance between Board refreshment and director continuity; and |

  38. Identifying and Evaluating Nominees for Director

    | • | diverse backgrounds and attributes including with respect to gender, ethnicity and geography. |

  39. Identifying and Evaluating Nominees for Director

    The Board has further committed to identifying and appointing a group of diverse directors by adopting a formal policy within our Corporate Governance Guidelines, which requires that the initial pool of qualified candidates identified in connection with a new independent director search must include women and ethnically diverse candidates. In alignment with these principles, the Board has taken deliberate steps to identify and appoint qualified, diverse candidates meeting the above characteristics, including in connection with its completed director candidate searches over the last several years. As a result of these efforts, five of the eleven director nominees for the Annual Meeting have diverse attributes, and the Board remains committed to continue to identify and consider diverse director candidates in future director searches.

  40. Director Compensation

    Director Compensation The Governance and Nominating Committee has the responsibility of recommending to the Board compensation and benefits for non-employee directors. The committee is guided by certain director compensation principles set forth in our Corporate Governance Guidelines:

  41. Director Compensation

    | • | compensation should fairly pay directors for work required; |

  42. Director Compensation

    | • | compensation should be appropriate and competitive to ensure Quanta’s ability to attract and retain highly qualified directors; |

  43. Director Compensation

    | • | compensation should align directors’ interests with the long-term interests of stockholders; and |

  44. Director Compensation

    | • | the structure of the compensation should be simple, transparent and easy for stockholders to understand. |

  45. Director Compensation

    The Governance and Nominating Committee and the Board aim to set director compensation levels at or near the market median relative to directors at companies of comparable size, industry, and scope of operations in order to ensure directors are paid competitively for their time commitment and responsibilities. A market competitive compensation package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term success. Additional director compensation practices have been adopted to align with market best practices and ensure director interests are closely aligned with the interests of our stockholders as set forth below.

  46. Director Compensation

    | • | Annual Limit on Total Compensation. We adopted a meaningful annual limit on non-employee director compensation, as described further in Annual Limit on Non-Employee Director Compensation. |

  47. Director Compensation

    | • | Stock Ownership Guidelines. We maintain meaningful stock ownership guidelines that align our directors’ long-term interests with those of our stockholders, as described further in Stock Ownership Guidelines for Non-Employee Directors. |

  48. Director Compensation

    | • | Anti-Hedging / Pledging Policy. We maintain a policy that prohibits directors from hedging the economic risk of ownership of Quanta common stock or pledging Quanta securities as collateral for a loan absent pre-clearance and demonstration of financial capacity to repay without resorting to the pledged securities. |

  49. Director Compensation

    | • | Appropriate Compensation Mix. The majority of director compensation is equity-based. Cash retainers, including incremental Board and committee leadership retainers, are intended to provide fixed compensation for time spent, while the equity-based compensation component recognizes director responsibility for strategic oversight and stockholder value. |

  50. Director Compensation

    | • | Annual Review. Our Governance and Nominating Committee re-assesses our non-employee director compensation annually and intends to continue to engage an independent compensation consultant to perform a comprehensive market analysis of our director compensation program and practices. |

  51. Director Compensation

    | • | No Additional Compensation for Employee Directors. Directors who also serve as employees of Quanta receive no additional compensation for director service. |

  52. Director Compensation

    Director Compensation Effective May 23, 2023, the Board increased the annual cash retainer for non-employee directors from $100,000 to $105,000, the annual cash retainer supplement for a non-employee director’s committee chairmanship from $20,000 to $25,000 (for the Audit Committee) and from $15,000 to $20,000 (for all other committees) and the dollar value of the annual RSU award for non-employee directors from $160,000 to $165,000. Accordingly, at every annual meeting of stockholders at which a non-employee director is elected or re-elected, each such director receives (i) an annual award of RSUs having a value of $165,000 and (ii) the applicable annual cash retainer(s) set forth in the table below.

  53. Director Compensation

    | | Annual Membership Cash Retainer | Annual Cash Retainer Supplement For Committee Chairmanship | | Board of Directors | $105,000 | – | | Audit Committee | $15,000 | $25,000 | | Compensation Committee | $10,000 | $20,000 | | Governance and Nominating Committee | $10,000 | $20,000 | | Investment Committee | $10,000 | $20,000 |

  54. Director Compensation

    Upon initial appointment to the Board other than at an annual meeting of stockholders, a non-employee director receives (for the period from the appointment through the end of the current director service year) a pro-rata portion of the annual equity award and applicable annual cash amounts. Our non-employee Chairman of the Board receives additional annual compensation in the amount of $200,000, of which 50% is payable in cash and 50% is payable in RSUs. Upon the initial appointment of a non-employee Chairman of the Board, other than immediately following the annual meeting of stockholders, such director receives (for the period from the appointment through the end of the current director service year) a pro rata portion of the additional annual compensation. Unless the non-employee director’s Board service is terminated earlier, RSUs generally vest in full upon conclusion of the director service year. Subject to the terms of applicable award agreements, unvested RSUs held by (i) any non-employee director who is not nominated for or elected to a new term, including for example, due to a reduction in the size of the Board, age precluding a re-nomination, the identification of a new nominee, or the desire to retire at the end of a term, or (ii) any non-employee director who resigns at Quanta’s convenience, including any resignation resulting from the non-employee director’s failure to receive a majority of the votes cast in an election for directors as required by Quanta’s bylaws, vest in full on the earlier of (a) the conclusion of the director service year, or (b) the date of such non-employee director’s termination of service. RSUs are generally settled in shares of Quanta common stock, provided that a non-employee director may elect to settle up to 50% of any award in cash if he or she is in compliance with Quanta’s stock ownership guidelines as of the date of settlement and is expected to remain in compliance immediately following settlement. Generally, meeting fees are not paid to our non-employee directors. However, in order to compensate for the time required to accommodate extraordinary meeting activity, each non-employee director receives a fee for attendance at the tenth and any subsequent Board meeting or the tenth and any subsequent committee meeting, in each case during a single director service year, as follows: $2,000 for attendance at an in-person board meeting; $1,000 for participation at a telephonic board meeting; $1,000 for attendance at an in-person committee meeting; and $500 for participation at a telephonic committee meeting. Directors are also reimbursed for reasonable out-of-pocket expenses incurred to attend meetings of the Board or the committees thereof, and for other expenses reasonably incurred in their capacity as directors of Quanta. Directors who are also employees of Quanta or any of its subsidiaries do not receive additional compensation for serving as directors. Currently, ten non-employee director nominees are standing for election at the annual meeting. As an executive officer of Quanta, Mr. Austin received no compensation for his service as a director of Quanta. Annual Limit on Non-Employee Director Compensation The Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan (as amended, the “2019 Omnibus Plan”) contains an annual limit on non-employee director compensation, inclusive of all cash compensation and any awards under the 2019 Omnibus Plan that may be made to a non-employee director for service during any calendar year. The annual limit is $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 for service during any calendar year. Deferred Compensation Plan for Non-Employee Directors Non-employee directors are eligible to participate in a deferred compensation plan maintained by Quanta. No later than December 31 of each year, each non-employee director may voluntarily elect to defer all or a portion (in 5% increments) of his or her annual cash retainers, including but not limited to, compensation for board membership, committee membership and board/committee leadership, and RSUs to be earned with respect to services performed in the following year. Deferral elections are irrevocable and if no deferral election is made, no compensation is deferred. Deferred cash amounts are allocated to a separate recordkeeping account maintained for the non-employee director that reflects the amounts deferred and any earnings (positive or negative). The account is credited with returns according to the performance of certain deemed investment choices selected by the non-employee director from time to time. However, Quanta has no obligation to provide any deemed investment choice other than a default investment option selected by the Compensation Committee. The interest rate earned on the deferred cash amounts is not above-market or preferential. Deferred RSUs are recorded in an account maintained for the non-employee director that reflects the number of shares deferred. Quanta also makes a cash payment of dividend equivalents on the shares deferred at the same time and at the same rate as dividends are paid on Quanta common stock. In general, deferred compensation is distributed to the non-employee director (or his or her beneficiary) upon the director leaving the Board or at a date elected in advance by the director. Additionally, deferred amounts can be distributed upon certain unforeseen emergencies suffered by the non-employee director or upon a change in control of Quanta. Stock Ownership Guidelines for Non-Employee Directors Non-employee directors are required to hold stock with a value equivalent to five times the annual cash retainer for Board membership (excluding the annual cash retainer for committee membership or any supplement for serving as a committee chairman or as Chairman of the Board). Non-employee directors have five years from the fiscal year-end following initial election to the Board to accumulate the stock ownership prescribed by the guidelines. As of December 31, 2023, all non-employee directors were in compliance with the requirements of the stock ownership guidelines. Specifically, Messrs. Beneby, Foster, Fried and Jackman and Ms. Wyrsch exceeded the prescribed ownership level, and Ms. Ladhani (appointed in July 2021), Mr. Rowe (appointed in July 2022), and Mr. Valentín (appointed in June 2023), were making ratable progress toward the prescribed ownership level within their accumulation periods.

  55. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth the compensation for each non-employee director during the 2023 fiscal year.

  56. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Doyle N. Beneby | 145,000 | 161,778 | — | 306,778 | | Vincent D. Foster | 150,000 | 161,778 | — | 311,778 | | Bernard Fried | 130,000 | 161,778 | — | 291,778 | | Worthing F. Jackman | 155,000 | 161,778 | — | 316,778 | | Holli C. Ladhani | 130,000 | 161,778 | — | 291,778 | | David M. McClanahan | 205,000 | 259,912 | — | 464,912 | | R. Scott Rowe | 125,000 | 161,778 | — | 286,778 | | Margaret B. Shannon | 125,000 | 161,778 | — | 286,778 | | Raúl J. Valentín(2) | 112,801 | 160,219 | — | 273,020 | | Martha B. Wyrsch | 145,000 | 161,778 | — | 306,778 |

  57. 2023 Director Compensation Table

    | (1) The amounts shown reflect the aggregate grant date fair value (based on the closing price of Quanta common stock on the date of grant) of RSUs granted during the fiscal year ended December 31, 2023 calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, as further described in Note 2 to the Company’s audited consolidated financial statements in its 2023 Annual Report on Form 10-K. The value ultimately realized by the directors upon the actual vesting of the awards may or may not be equal to this determined value. The average of the closing prices of Quanta common stock for the twenty consecutive trading days immediately preceding the date of grant was used to determine the number of RSUs granted. As of December 31, 2023, Mr. McClanahan held unvested awards covering 1,560 shares, Mr. Valentín held unvested awards covering 841 shares and each of the remaining non-employee directors held unvested awards covering 971 shares. |

  58. 2023 Director Compensation Table

    | (2) Mr. Valentín was elected to the Board in June 2023 and appointed to the Compensation and Governance and Nominating Committees in August 2023. Mr. Valentín received a pro-rata portion of the applicable cash retainers for his service on the Board, Governance and Nominating and Investment Committees for the period from his election and appointments, as applicable, through the end of the 2023-2024 director service year. |

  59. Overview of 2023 Executive Compensation Decisions

    | (1) For a reconciliation of AIP Adjusted EBITDA to operating income determined in accordance with GAAP see Appendix A to this Proxy Statement |

  60. Overview of 2023 Executive Compensation Decisions

    | • | Payouts Under the 2023 Annual Incentive Plan. Based on the strong financial and operational performance in 2023 described above, the Company’s overall performance resulted in total payout at 125.8% of target, as described in further detail in Annual Incentive Plan. |

  61. Overview of 2023 Executive Compensation Decisions

    | • | Payouts Under the 3-Year Performance Period Completed in 2023. Quanta’s continued strong performance toward achievement of its strategic initiatives again resulted in improvement in return on invested capital (“ROIC”) and capital efficiency, profitable growth and stock price appreciation for the 3-year performance period ending December 31, 2023. As described in further detail in Executive Compensation Decisions for 2023 – Results for the 3-Year Performance Period Ended December 31, 2023, Quanta’s performance during this period was above target performance for goals that were set with respect to ROIC improvement, average capital efficiency and the driver safety-based metric, was less than target performance for the fleet management goal and resulted in average quarterly relative total stockholder return (“TSR”) between the 50th and 75th percentile of the established peer group. These performance outcomes resulted in an overall achievement of 178.6% with respect to the 3-year performance period ended December 31, 2023 under our 2021 long-term incentive plan. |

  62. Overview of 2023 Executive Compensation Decisions

    | Metrics | 2021 - 2023 Performance vs. 2020 - 2022 Performance | Achievement vs. 2021 - 2023 LTIP Target | | | ROIC | +57 bps | 150% | | | Avg. Quarterly Relative TSR | = | ~ 70th Percentile | | | Capital Efficiency | +213 bps | 200% | | | Driver Safety | +520 bps | 140.0% | | | Fleet Management | +40 bps | 74% | |

  63. Overview of 2023 Executive Compensation Decisions

    | • | 2023 Base Salary, Target Award Levels and Performance-Based Mix. In 2023, as described further below the Compensation Committee approved various compensation adjustments based on individual performance and the market data for each executive position. Specifically, three of our continuing NEOs received an adjustment to base salary, one of our continuing NEOs received an adjustment to the target annual incentive opportunity and two of our continuing NEO’s received an adjustment to long-term incentive opportunity. In addition, the Compensation Committee increased Mr. Probst’s performance-based equity relative to his total equity compensation from 60% to 70% based on his role and responsibility level in the Company and to align with Mr. Austin. The other NEOs continue to have a 60% weighting of performance-based relative to their total equity compensation. The remaining equity compensation amounts are awarded in the form of RSUs that vest over a 3-year period subject to continued service. |

  64. Overview of 2023 Executive Compensation Decisions

    Say-on-Pay Vote At Quanta’s 2023 annual meeting of stockholders, over 90% of our stockholders voting on the “say-on-pay” proposal approved the compensation of our NEOs as described in our proxy statement filed in 2023. Accordingly, the Compensation Committee did not implement any changes to our executive compensation program as a result of the advisory vote. Additionally, as a key objective of our stockholder engagement program, which is described further in Corporate Governance – Engagement and Communications with the Board, members of senior management and the Board solicit feedback from stockholders on our executive compensation program that is relayed directly to the full Board to be considered when evaluating opportunities to further enhance our executive compensation programs and practices in future years. The Compensation Committee also continues to monitor trends and developments to ensure that Quanta provides the appropriate executive compensation incentives to remain competitively positioned to attract and retain executive talent and to ensure that management’s interests are aligned with those of our stockholders. How Our Performance is Linked to Pay Quanta’s NEO compensation is primarily comprised of base salary, annual cash incentives and long-term equity incentives. Our compensation philosophy links executive compensation to both individual and Company performance. Base salaries are generally set based on consideration of, among other things, the median of our competitive market, the nature of the position and the contribution, experience, level of responsibility and length of service of the NEO. Target annual incentives generally reflect competitive market levels and practices, with upside opportunity for performance above target levels. Performance measures are designed to align the interests of executives with stockholders, reward successful achievement of annual financial and operating goals while maintaining focus on long-term financial performance and sustainability, and incentivize successful capital allocation strategies, as discussed in further detail in Executive Compensation Decisions for 2023.

  65. 2023 TARGET COMPENSATION MIX

    | • | 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. |

  66. 2023 TARGET COMPENSATION MIX

    | • | 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. |

  67. 2023 TARGET COMPENSATION MIX

    | • | No Gross-Up. We do not provide our NEOs with gross-ups of excise taxes on severance or payments in connection with a change of control. |

  68. 2023 TARGET COMPENSATION MIX

    | • | 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. |

  69. 2023 TARGET COMPENSATION MIX

    | • | No Single-Trigger Awards. Pursuant to new award agreements adopted during 2023, equity awards granted subsequent to August 2023 will be subject to double-trigger vesting in connection with a change in control in which the transaction consideration does not consist solely of cash. |

  70. 2023 TARGET COMPENSATION MIX

    | • | 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 safety measures and efficient utilization of equipment. |

  71. Elements of Executive Compensation

    | Compensation Element | 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 to compensate executives for their daily duties and responsibilities | | Short-Term Incentive | Cash | Tied to the achievement of performance targets related to (i) AIP Adjusted EBITDA, (ii) AIP Adjusted EBITDA margin, and (iii) safety performance, in each case established by the Compensation Committee | To incentivize and reward achievement of annual financial and operational performance targets, which focus on profitable growth and safe execution | | Long-Term Incentive | PSUs | PSUs cliff-vest at the end of a 3-year performance period, subject to continued service, and are tied to the achievement of performance targets related to (i) ROIC, coupled with relative TSR, (ii) property and equipment utilization (i.e., capital efficiency), (iii) idle time for the Company’s fleet of vehicles and (iv) composite driver safety rating, in each case established by the Compensation Committee | To incentivize achievement of our long-term financial performance targets that focus on strategic initiatives To align management and stockholder interests and to attract and retain key executives To incentivize sustainable performance through reduced environmental impact and enhanced employee safety | | | RSUs | RSUs vest over three years in equal annual installments, subject to continued service | To attract and retain key executives and to align management and stockholder interests | | Retirement Benefits | 401(k) Matching Non-Qualified Deferred Compensation Plan | – | To provide a competitive compensation package | | Perquisites | Executive Physical Program Annual Perquisite Allowance CEO Aircraft Usage Identity Theft Protection and Monitoring | – | To maintain the health and safety of executives, to provide a competitive compensation package and, in certain cases, to optimize key executives’ time |

  72. Executive Compensation Decisions for 2023

    Annual Incentive Plan Our annual incentive plan for senior leadership is designed to provide our NEOs with performance awards payable annually in recognition of Quanta achieving specified financial and safety performance targets, which are approved by the Compensation Committee at the beginning of the fiscal year. The Compensation Committee elects to pay such performance awards in cash. Awards for an eligible NEO that begins employment during the performance year will be pro-rated from the date of hire, unless otherwise determined by the CEO and with the approval of the Compensation Committee. Generally, an NEO must be employed by Quanta on the date any cash incentive compensation is paid, and otherwise forfeits any and all rights to such compensation. However, an NEO who ceased to be employed prior to the payment date has the potential to receive an award (or some portion thereof) pursuant to contractual provisions or as otherwise determined by the CEO (other than with respect to himself) and with approval of the Compensation Committee. See Executive Compensation – Potential Payments Upon Termination or Change in Control. The payout for each NEO under the annual incentive plan is calculated as a percentage of such NEO’s base salary (the “AIP Target Incentive”), which is then multiplied by the weighted achievement percentage associated with the Company performance metrics, as set forth in the following calculation: The Compensation Committee, after taking into account, among other things, the results of a peer review study performed by its compensation consultant, recommendations from Mr. Austin (other than with respect to himself), and each NEO’s position, experience, level of responsibility and length of service, established the target incentives under the 2023 annual incentive plan set forth below. In 2023, the Compensation Committee approved an increase to target incentive compensation under the 2023 annual incentive plan for Ms. Desai (from 100% of her base salary to 110% of her base salary) based on performance and to better align with the peer data.

  73. Executive Compensation Decisions for 2023

    | (1) Amounts reflect Mr. Gregory’s AIP Target Incentive for the full 2023 calendar year. Pursuant to the terms of his employment agreement, Mr. Gregory was entitled to the payment of an annual cash incentive, based on actual results and pro-rated through the date of his retirement. See Overall Performance and Payout below. |

  74. Adjusted EBITDA Component

    Adjusted EBITDA Component Calculation. The adjusted EBITDA component of the annual incentive plan, which accounts for 60% of a participant’s annual incentive opportunity, is based on Quanta’s achievement of annual adjusted EBITDA, defined for purposes of the annual incentive plan as operating income, plus amortization, depreciation and stock-based compensation, adjusted for operational activities affecting net income that are not included in operating income (“AIP Adjusted EBITDA”). Additional adjustments to actual AIP Adjusted EBITDA may be considered and approved by the Compensation Committee, including but not limited to, acquired business results (net of acquisition and integration costs), fair value changes in contingent consideration liabilities associated with acquired businesses, impairments and other charges related to divested or discontinued businesses, foreign currency exchange rate fluctuations, unforecasted strategic initiatives, and other unforeseen, unusual or one-time items. Rationale. Generally, short-term incentives motivate and reward achievement and performance of Quanta’s annual financial and operational goals. The Compensation Committee believes this performance metric is a valuable measure of cash-based operating performance and encourages our NEOs to grow the Company’s business, including through expanding and developing relationships with existing and potential customers and expanding service offerings in existing and adjacent markets. Further, when combined with the margin-based performance metric discussed below, NEOs are encouraged to ensure that such growth is profitable and does not include excessive risk. Performance / Achievement. Performance with respect to this component is measured by comparing actual AIP Adjusted EBITDA for the performance year to a target amount of AIP Adjusted EBITDA, which was established based on the amount of AIP Adjusted EBITDA correlated with the midpoint of the Company’s full-year 2023 earnings guidance, as announced during the first quarter of the year. Based upon the performance/payout scale adopted by the Compensation Committee for the 2023 performance year, NEOs could earn cash awards for this component of the annual incentive plan as follows (when performance falls between the designated payout points above the threshold amount, the cash awards are determined by interpolation):

  75. Adjusted EBITDA Component

    | AIP Adjusted EBITDA (in millions) | Achievement Percentage | | Less than $1,747.5 | 0% | | $1,747.5 | 25% | | $1,781.5 | 50% | | $1,881.5 | 100% | | $1,938.3 | 150% | | $1981.5 or greater | 200% |

  76. Adjusted EBITDA Margin Component

    Adjusted EBITDA Margin Component Calculation. The adjusted EBITDA margin component of the annual incentive plan, which accounts for 20% of a participant’s annual incentive opportunity, is based on Quanta’s achievement of annual targeted margin performance on the AIP Adjusted EBITDA earned by the Company. Adjusted EBITDA margin is measured as AIP Adjusted EBITDA (as defined above), divided by consolidated revenues (adjusted to exclude foreign currency exchange rate fluctuations and revenues attributable to businesses acquired during the performance year that were not included in the Company’s full-year 2023 earnings guidance announced during the first quarter of the year) (“AIP Adjusted EBITDA margin”). Rationale. The Compensation Committee believes this performance metric is highly correlated with stockholder return and reinforces the Company’s focus on margin improvement and profitable growth, which complements the AIP Adjusted EBITDA metric described above by penalizing management for focusing solely on revenue growth. The Compensation Committee also believes this metric supports the ROIC component included in the long-term incentive plan described below by rewarding the deployment of capital and resources in a manner that results in a profitable return. Performance / Achievement. Performance with respect to this component is measured by actual AIP Adjusted EBITDA margin for the performance year as compared to a target margin, which was established based on the target amount of AIP Adjusted EBITDA set forth above and relative to the range of the Company’s full-year 2023 revenue guidance, as announced during the first quarter the year. Based upon the performance/payout scale adopted by the Compensation Committee for the 2023 performance year, NEOs could earn cash awards for this component of the annual incentive plan as follows (when performance falls between the designated payout points above the threshold amount, the cash awards are determined by interpolation):

  77. Adjusted EBITDA Margin Component

    | AIP Adjusted EBITDA Margin | Achievement Percentage | | Less than 9.64% | 0% | | 9.64% | 25% | | 9.94% | 100% | | 10.09% | 150% | | 10.29% or greater | 200% |

  78. Adjusted EBITDA Margin Component

    The 2023 target AIP Adjusted EBITDA margin represented an approximate 240 bps increase from actual AIP Adjusted EBITDA margin achieved in 2022. For the 2023 performance year, actual AIP Adjusted EBITDA margin was 9.26%, which was below the threshold level of performance (resulting in an achievement percentage of 0% for this component of the annual incentive plan). For a reconciliation of adjusted consolidated revenues to consolidated revenues determined in accordance with GAAP and a calculation of AIP Adjusted EBITDA margin for the year ended 2023, see Appendix A to this Proxy Statement.

  79. Safety Performance Component

    Safety Performance Component Calculation. The final component of the annual incentive plan, which accounts for the remaining 20% of a participant’s annual incentive opportunity, is based on the Company’s achievement of a measurable safety performance goal. Performance with respect to this component is measured based on improvement with respect to the incidence of significant safety events (e.g., life-altering safety events) for the performance year as compared to performance with respect to such events in the prior year. Performance with respect to significant safety events is calculated through an internal safety predictive measure and is defined as the number of significant safety events in the performance year, multiplied by 1,000,000, and divided by the Company’s total workhours for the applicable year. Rationale. Generally, this goal aligns with the Company’s strategic priority of a commitment to workforce safety and management’s expectation that the Company will achieve industry-leading safety performance. The Compensation Committee determined that utilizing such a metric was an appropriate enhancement in evaluating the Company’s overall safety performance, as a reduction of these events is a key operational focus of the Company and of the utmost importance to the overall safety of Quanta’s employees. Furthermore, the Compensation Committee believes utilization of a metric relating to significant safety events is appropriate given the importance of preventing such events and that measuring these events can often provide greater insight into the overall safety performance of the Company than traditional safety metrics. A key strategic initiative of the Company has been to track and analyze significant safety events, and this internal predictive measure is aligned with the Company’s overall Capacity Model for safety, which is designed to reduce such events by building in the capacity to fail safely when performing services that involve significant operational hazards. Therefore, the Compensation Committee believes that achievement of this goal has a significant positive impact on both short-term financial performance by reducing costs associated with safety incidents and long-term performance and sustainability, as safe performance impacts the Company’s ability to maintain and increase its business with existing and potential customers and attract and retain employees. Performance / Achievement. For 2023, threshold performance with respect to significant safety events was set based on maintaining the Company’s strong performance achievement from 2022, accounting for expectations with respect to a significant increase in total workhours, and target performance was set based on significant relative improvement after accounting for the expected increase in workhours. Specifically, the NEOs could earn cash awards for this component of the annual incentive plan as follows (when performance falls between the designated payout points, the cash awards are determined by interpolation):

  80. Overall Performance and Payout

    Overall Performance and Payout Overall performance based on the weighted results set forth above resulted in a total achievement percentage of 125.8%, and therefore the total payout to each NEO under the 2023 annual incentive plan was as follows:

  81. Overall Performance and Payout

    | Named Executive Officer | Achievement Percentage | Total AIP Incentive Award Earned | | Mr. Austin | 125.8% | $2,453,100 | | Ms. Desai | 125.8% | $1,079,364 | | Mr. Probst | 125.8% | $1,245,420 | | Mr. Jensen | 125.8% | $940,707 | | Mr. Ducey | 125.8% | $880,600 | | Mr. Gregory | 125.8% | $298,730 |

  82. Overall Performance and Payout

    Long-Term Incentive Plan Our long-term incentive plan for senior leadership is designed to provide our NEOs with long-term incentive awards payable in equity. The targeted incentive amount for each NEO under the long-term incentive plan is determined annually by the Compensation Committee (the “Long-Term Target Incentive”). The Compensation Committee approved the following Long-Term Target Incentives for 2023 after taking into account, among other things, the results of a peer data study performed by its compensation consultant, recommendations from Mr. Austin (other than with respect to himself), each NEO’s position, experience, level of responsibility and length of service, and with respect to Mr. Austin and Ms. Desai to align with the market data:

  83. Overall Performance and Payout

    | Named Executive Officer. | 2022 Total Long-Term Target Incentive (% of Base Salary) | 2023 Total Long-Term Target Incentive (% of Base Salary) | 2023 Total Long-Term Target Incentive (Amount) | | Mr. Austin | 600% | 750% | $9,750,000 | | Ms. Desai | 250% | 300% | $2,340,000 | | Mr. Probst | 350% | 350% | $3,150,000 | | Mr. Jensen | 275% | 275% | $1,869,450 | | Mr. Ducey | —% | 175% | $1,225,000 | | Mr. Gregory | 350% | 350% | $3,064,250 |

  84. Overall Performance and Payout

    Generally, an NEO must be employed by Quanta on the date an award vests or is earned under the long-term incentive plan or otherwise forfeits any and all rights to such award. However, an NEO who ceases to be employed prior to the completion of the 3-year performance period described below has the potential to receive an award (or some portion thereof) pursuant to contractual provisions or as otherwise determined by the Chief Executive Officer (other than with respect to himself) and with approval of the Compensation Committee. See Executive Compensation – Potential Payments Upon Termination or Change in Control. Awards for an NEO who becomes a participant in the long-term incentive plan during the performance period are pro-rated from the date of hire; however, in any event, an NEO must be employed by October 1st of the first year of the 3-year performance period to be eligible to participate.

  85. PSU Component

    PSU Component The first component of the long-term incentive plan, which accounts for 60% (or with respect to Messrs. Austin and Probst, 70%) of an NEO’s Long-Term Target Incentive, consists of PSUs that cliff-vest at the end of a 3-year performance period based on achievement of 3-year Company performance goals determined by the Compensation Committee (the “Long-Term PSU Component”). Under the 2023 long-term incentive plan, the Compensation Committee approved the following PSU awards:

  86. PSU Component

    | Named Executive Officer | Long-Term PSU Component (Weighted %) | Target Long-Term PSU Component (Amount) | Performance Units Granted(1) | | Mr. Austin | 70% | $6,825,000 | 43,413 | | Ms. Desai | 60% | $1,404,000 | 8,930 | | Mr. Probst | 70% | $2,205,000 | 14,025 | | Mr. Jensen | 60% | $1,121,670 | 7,134 | | Mr. Ducey | 60% | $735,000 | 4,675 | | Mr. Gregory(2) | 60% | $1,838,550 | 11,694 |

  87. PSU Component

    | (1) The number of PSUs granted is determined by dividing the dollar amount of the target Long-Term PSU Component by the average of closing price of Quanta common stock for the twenty consecutive trading days immediately preceding the grant date. |

  88. PSU Component

    | (2) Pursuant to the terms of his employment agreement, Mr. Gregory was entitled to the payment of his total long-term equity incentive compensation for the year of retirement, which will become earned and vest after the completion of the three-year performance period and will be based on actual results.. |

  89. PSU Component

    Though PSUs representing the Long-Term PSU Component target amount were granted to the NEOs in 2023, the number that will ultimately be earned and vest will be adjusted upward or downward (as applicable) based on Company performance during the 3-year performance period ending December 31, 2025. The number of PSUs that can become earned at the end of the performance period ranges from 0% to a maximum of 200% of the amount granted. Any earned PSUs will vest immediately after the Compensation Committee’s determination and will be settled in Quanta common stock. Quanta also accrues for dividend equivalents on PSUs at the same time and at the same rate as dividends are paid on Quanta common stock; however, payment of dividend equivalents on shares underlying unearned and unvested PSUs is expressly prohibited until the PSUs become earned and vest, such that the declared dividend equivalents are subject to forfeiture unless and until the PSUs to which they relate vest. For the 3-year performance period ending December 31, 2025, the Compensation Committee established Company performance goals relating to (i) improvement of ROIC, combined with a relative TSR performance metric (which accounts for 65% of the number of PSUs that each NEO can earn); (ii) improved utilization of property and equipment (which accounts for 15%); (iii) idle time for the Company’s fleet of vehicles (which accounts for 10%); and (iv) composite driver safety (which accounts for 10%). All goals have a 0% to 200% performance scale. The performance targets and results for these goals may be adjusted, as appropriate, to take into account any unusual or unforeseen events that occur during the performance period. As soon as administratively practicable following the conclusion of the 3-year performance period on December 31, 2025, the weighted percentage earned for each goal will be determined, and the combined weighted percentage earned will then be multiplied by the number of PSUs granted in 2023. This will result in a final number of earned and vested PSUs, which will be settled in shares of Quanta common stock, as set forth in the following calculation:

  90. ROIC Improvement / Relative TSR Performance Goal

    ROIC Improvement / Relative TSR Performance Goal For the ROIC performance goal, which accounts for 65% of the PSU component, the Compensation Committee established targeted amounts that reward (i) overall ROIC improvement during the 3-year performance period and (ii) relative TSR performance against the S&P MidCap 400 Index. Rationale. The Compensation Committee believes that measuring improvement in ROIC is appropriate to assess the Company’s ability to create incremental return and value on all of its invested capital and determined that utilizing a 3-year average of annual ROIC performance will appropriately measure and reward improved performance. The Compensation Committee believes this performance metric requires both income statement and balance sheet management and that achievement of the targeted ROIC will have a significant positive impact on both long-term financial performance and stockholder value creation and exhibit appropriate capital allocation priorities. Additionally, the Compensation Committee views TSR as a fundamental measurement of the Company’s performance, including as an indicator of stockholder assessment of management’s performance, thereby correlating NEO compensation with overall relative return. ROIC Improvement Calculation. Performance with respect to the ROIC improvement goal is measured based on both average ROIC during the 3-year performance period and consistent annual ROIC performance. ROIC for each year is calculated as net operating profit after tax, divided by average invested capital. Net operating profit after tax is equal to adjusted EBITA, multiplied by (1 – tax rate), less non-controlling interests (after tax). Average invested capital is equal to total assets, minus non-controlling interests, cash and non-interest bearing current liabilities and is taken as the average of the current year-end and the prior year-end. For purposes of calculating ROIC, (i) net operating profit after tax may be adjusted by the same additional adjustments described above with respect to AIP Adjusted EBITDA (other than depreciation and stock-based compensation), subject to the discretion of the Compensation Committee, except that there is no adjustment for acquisitions unless otherwise determined by the Compensation Committee, and (ii) invested capital is subject to the balance sheet impact of those same adjustments, as applicable and as deemed appropriate by the Compensation Committee. ROIC Improvement Performance / Achievement. With respect to average ROIC during the performance period, a payout begins to accrue only if average ROIC is greater than a threshold amount, which corresponds with actual ROIC for the year prior to the 3-year performance period, and target performance represents significant improvement from prior performance and is aligned with the Compensation Committee’s and management’s expectations with respect to the level of ROIC performance that the Company should achieve to consistently create value. The Compensation Committee established the following performance/payout scale for assessing average ROIC improvement (average ROIC will be rounded to the nearest one tenth decimal place):

  91. ROIC Improvement / Relative TSR Performance Goal

    | Percentage Improvement of 3-Year Average ROIC Over Threshold | Achievement Percentage | | 0% | 0% | | 0.7% | 15% | | 1.4% | 30% | | 2.1% | 45% | | 2.9% | 60% | | 3.6% | 75% | | 4.3% | 90% | | 5.0% | 100% | | 6.3% | 105% | | 7.5% | 120% | | 8.8% | 135% | | 10.0% or greater | 150% |

  92. ROIC Improvement / Relative TSR Performance Goal

    Consistent ROIC improvement over multiple years is rewarded, as an incremental payout can be earned if two or three annual ROIC measurements are greater than the threshold amount. The Compensation Committee established the following incremental payment percentage for ROIC consistency (annual ROIC will be calculated to the nearest one tenth decimal place in each performance year):

  93. ROIC Improvement / Relative TSR Performance Goal

    | ROIC Consistency | Achievement Percentage | | 2 annual measurements with ROIC greater than threshold amount | 50% | | 3 annual measurements with ROIC greater than threshold amount | 75% |

  94. ROIC Improvement / Relative TSR Performance Goal

    The maximum aggregate achievement percentage that the NEOs can achieve based on performance under the two tables above, and excluding any achievement percentage associated with the relative TSR performance below, is capped as follows:

  95. ROIC Improvement / Relative TSR Performance Goal

    | • | if the achievement percentage for 3-year average ROIC improvement is 75% or less, the overall achievement percentage based on ROIC performance, including any achievement for ROIC consistency, is capped at 100%; |

  96. ROIC Improvement / Relative TSR Performance Goal

    | • | if the achievement percentage for 3-year average ROIC improvement is between 75% and 100%, the overall achievement percentage based on ROIC performance, including any achievement for ROIC consistency, is capped at 125%; and |

  97. ROIC Improvement / Relative TSR Performance Goal

    | • | if the achievement percentage for 3-year average ROIC improvement is greater than 100%, the overall achievement percentage based on ROIC performance, including any achievement for ROIC consistency, is capped at 150%. |

  98. ROIC Improvement / Relative TSR Performance Goal

    By way of example, if an achievement percentage of 60% is earned based on 3-year average ROIC improvement and an achievement percentage of 75% is earned for multi-year ROIC consistency, the achievement percentage for the overall ROIC improvement goal would be capped at 100%. Alternatively, if an achievement percentage of 90% is earned based on 3-year average ROIC improvement and an achievement percentage of 50% is earned for multi-year ROIC consistency, the achievement percentage for the overall ROIC improvement goal would be capped at 125%. And finally, if an achievement percentage of 120% is earned based on 3-year average ROIC improvement and an achievement percentage of 75% is earned for multi-year ROIC consistency, the achievement percentage for the overall ROIC improvement goal would be capped at 150%. Relative TSR Calculation. Relative TSR performance is calculated based on the Company’s performance relative to companies within a broad equity market index, namely the S&P MidCap 400 Index, for each of the twelve quarters during the 3-year performance period. For 2023, the Compensation Committee determined that the S&P MidCap 400 Index was an appropriate index to utilize due to the fact that the majority of the Company’s direct competitors are within that index, Quanta common stock had historically traded more closely with that index due to the more proportionate weighting of industrial companies in that index, and Quanta’s market capitalization had historically aligned with the market capitalization of companies within that index. TSR for the Company is calculated each quarter by determining the percentage appreciation or depreciation of stock price (utilizing the average closing price for the twenty consecutive trading days prior to the end of quarter), plus the value of dividends paid during the quarter. The Company’s performance relative to the individual companies within the S&P MidCap 400 Index is established at the end of each quarterly period by evaluating performance from the beginning of the performance period (i.e., January 1, 2023) through that quarter end. The highest and lowest percentile ranks are then set aside, and the remaining ten percentile ranks are averaged to determine the Company’s final average percentile rank. The Compensation Committee believes this calculation of TSR prevents the overweighting of anomalous events at the beginning or end of the measurement period, whether they be positive or negative. The Compensation Committee also believes that quarterly evaluations are aligned with how stockholders evaluate management with respect to stockholder value creation. Relative TSR Performance / Achievement. Achievement with respect to relative TSR begins to accrue only if the Company’s average relative TSR is above the 50th percentile of the S&P MidCap 400 Index, as set forth below, which the Compensation Committee believes is the appropriate level of performance to justify a payout under this metric. When the Company’s average relative TSR falls between the 50th percentile and the 75th percentile, the percentage of target incentive earned is determined by interpolation.

  99. ROIC Improvement / Relative TSR Performance Goal

    | Average Quarterly Relative TSR Percentile of the S&P MidCap 400 Index | Achievement Percentage | | Below 50th Percentile | 0% | | 50th Percentile | 25% | | 75th Percentile or Above | 50% |

  100. ROIC Improvement / Relative TSR Performance Goal

    The achievement percentage with respect to this relative TSR performance metric is then added to the achievement percentage (if any) earned with respect to the ROIC improvement metric above to determine the total achievement percentage for this goal. Since the achievement percentage earned on ROIC improvement, including average performance and multi-year consistency, is capped at 150%, the total achievement percentage for this component of the long-term incentive plan is limited to 200%.

  101. RSU Component

    RSU Component The second component of the long-term incentive plan, which accounts for the remaining 40% (or with respect to Messrs. Austin and Probst, 30%) of an NEO’s Long-Term Target Incentive, consists of RSUs that vest in equal annual installments over the 3-year period following the date of grant (the “Long-Term RSU Component”), subject to the applicable NEO’s continued service through each vesting date (unless otherwise specified pursuant to contractual arrangements). Quanta also accrues for dividend equivalents on RSUs at the same time and at the same rate as dividends are paid on Quanta common stock; however, payment of dividend equivalents on shares underlying unvested RSUs is expressly prohibited until the RSUs vest, such that the declared dividend equivalents are subject to forfeiture unless and until the RSUs to which they relate vest. The Compensation Committee believes these time-based awards provide a concrete link between our NEOs’ compensation and the creation of stockholder value and encourage retention of our NEOs. Under the 2023 long-term incentive plan, the Compensation Committee approved the following award amounts:

  102. RSU Component

    | Named Executive Officer | Long-Term RSU Component (Weighted %) | Target Long-Term RSU Component (Amount) | RSUs Granted(1) | | Mr. Austin | 30% | $2,925,000 | 18,605 | | Ms. Desai | 40% | $936,000 | 5,953 | | Mr. Probst | 30% | $945,000 | 6,011 | | Mr. Jensen | 40% | $747,780 | 4,756 | | Mr. Ducey | 40% | $490,000 | 3,116 | | Mr. Gregory | 40% | $1,225,700 | 7,796 |

  103. RSU Component

    | (1) The number of RSUs granted is determined by dividing the dollar amount of the target Long-Term RSU Component by the average closing price of Quanta common stock for the twenty consecutive trading days immediately preceding the grant date. |

  104. RSU Component

    Results for the 3-Year Performance Period Ended December 31, 2023 In March 2024, the Compensation Committee certified the results of the PSUs granted under our 2021 long-term incentive plan (the “2021 PSUs”). The 2021 PSUs were subject to a 3-year performance period that ended December 31, 2023, and the number of PSUs that could have become earned and vested ranged from 0% to a maximum of 200% of the number of PSUs granted in 2021. For the 3-year performance period that ended December 31, 2023, the Compensation Committee established Company performance goals that were substantially the same as certain of the metrics utilized for the 2023 long-term incentive plan, namely (i) improvement of ROIC, combined with an average quarterly relative TSR performance metric, (ii) improved utilization of property and equipment (i.e., capital efficiency) and (iii) sustainability-based metrics related to the Company’s fleet of vehicles, specifically the idle time improvement goal and composite driver safety improvement goal. All goals had a 0% to 200% performance scale, with the ROIC goal accounting for 65% of the number of PSUs that could be earned, the capital efficiency goal accounting for 15% of the number of PSUs that could be earned and the goals for the fleet of vehicles each accounting for 10% of the number of PSUs that could be earned.

  105. ROIC Improvement / Relative TSR Performance Goal

    ROIC Improvement / Relative TSR Performance Goal Similar to the 2023 long-term incentive plan, performance with respect to the ROIC improvement goal was measured based on both average ROIC during the 3-year performance period and consistent annual ROIC performance, and achievement with respect to relative TSR performance was measured based on the Company’s performance relative to the S&P MidCap 400 Index for each of the twelve quarters during the 3-year performance period. With respect to this goal, the Compensation Committee determined the following.

  106. ROIC Improvement / Relative TSR Performance Goal

    | • | Average ROIC for the 3-year performance period was 10.62%, representing an approximately 12% improvement over the threshold goal and exceeding the maximum performance goal of 10.34%, and each annual measurement of ROIC was above the threshold amount in the 3-year performance period, which resulted in a maximum achievement percentage of 150%. |

  107. ROIC Improvement / Relative TSR Performance Goal

    | • | The Company’s relative TSR for the 3-year performance period was between the 50th and 75th percentile, resulting in an additional achievement percentage of 45.7%. |

  108. ROIC Improvement / Relative TSR Performance Goal

    | • | The combined achievement percentage for this goal was 195.7%. |

  109. Property and Equipment Utilization (Capital Efficiency) Goal

    Property and Equipment Utilization (Capital Efficiency) Goal Performance with respect to the property and equipment utilization (i.e., capital efficiency) goal was measured by 3-year average capital efficiency, with payouts accruing only if the Company’s average capital efficiency for the performance period was greater than a threshold amount corresponding to the actual capital efficiency for the year preceding the 3-year performance period. With respect to this goal, the Compensation Committee determined that capital efficiency during the 3-year performance period was 26.77%, representing a 30.6% improvement over the threshold goal and exceeding the target performance goal by 27.9%, which resulted in an achievement percentage of 200.0%.

  110. Overall Achievement Percentage and Performance Units Earned

    Overall Achievement Percentage and Performance Units Earned The combined weighted percentage achievement and final number of earned and vested 2021 PSUs for each of our NEOs, which were paid to our NEOs in shares of Quanta common stock after completion of the performance period ended December 31, 2023, are as follows:

  111. Overall Achievement Percentage and Performance Units Earned

    | Named Executive Officer | PSUs Granted in 2021 (Target Amount) | Combined Weighted Percentage Achievement | Total PSUs Earned & Vested | | Mr. Austin | 56,850 | 178.6% | 101,534 | | Ms. Desai | 3,637 | 178.6% | 6,496 | | Mr. Probst | 13,594 | 178.6% | 24,279 | | Mr. Jensen | 13,202 | 178.6% | 23,579 | | Mr. Ducey | 4,766 | 178.6% | 8,512 | | Mr. Gregory | 21,640 | 178.6% | 38,649 |

  112. Overall Achievement Percentage and Performance Units Earned

    2024 Long-Term Incentive Awards Effective as of August 2023, the Compensation Committee approved changes to the form RSU and PSU award agreements used in our long-term incentive compensation program for our employees (including our NEOs). Commencing with long-term incentive awards granted in and after August 2023, the revised award agreements provide the following treatment in connection with a change in control of Quanta in respect of RSUs and PSUs subject to the award (to the extent then-outstanding), subject to the grantee’s continued service to Quanta until immediately prior to the consummation of the transaction:

  113. Overall Achievement Percentage and Performance Units Earned

    | 1. | if the consideration payable in the transaction consists solely of cash, then such outstanding RSUs and a certain number of outstanding PSUs (based on performance as of the change in control and forecasted performance through the remainder of the performance period as determined by the Compensation Committee) will be cancelled in exchange for a payment in cash based on the per-share transaction consideration, payable to the grantee on the same schedule as, and subject to the same terms and conditions as applicable to, payments of the transaction consideration to Quanta stockholders generally; and |

  114. Overall Achievement Percentage and Performance Units Earned

    | 2. | if the consideration payable in connection with the transaction consists solely of non-cash consideration, then such outstanding RSUs and a certain number of outstanding PSUs (based on performance as of the change in control and forecasted performance through the remainder of the performance period as determined by the Compensation Committee) will be converted into an amount in cash based on the per-share transaction consideration, payable as follows: (x) for the portion of such amount in respect of vested RSUs or vested and earned PSUs, on the same schedule as, and subject to the same terms and conditions as applicable to, payments of the transaction consideration to Quanta stockholders generally, and (y) for the portion of such amount in respect of unvested RSUs or unvested and earned PSUs, within 30 days following the date on which such RSUs or PSUs would have become vested in accordance with the vesting schedule applicable to such RSUs or PSUs prior to the transaction (or, if later and as applicable, the date of payment of any contingent transaction consideration). |

  115. Overall Achievement Percentage and Performance Units Earned

    In the event of a change in control of Quanta in which the transaction consideration consists of a mix of cash and non-cash consideration, treatment of the RSUs and PSUs will be determined as described above, in proportion to the transaction consideration mix. In addition, the new award agreements provide for double-trigger vesting of RSUs and PSUs in connection with a change in control (i.e., requiring a termination of employment without cause within 24 months following a change in control) in which the transaction consideration does not consist solely of cash. The new award agreements also provide for accelerated vesting upon the grantee’s termination due to death or disability. Executive Officer Transition Matters Effective as of April 1, 2023, Mr. Gregory retired as Chief Strategy Officer of Quanta and entered into a consulting agreement with the Company. In connection with his retirement, Mr. Gregory became entitled to certain retirement benefits included in his employment agreement with the Company as described under Estimated Potential Payments Upon Termination or Change in Control below. Effective as of May 23, 2023, Mr. Ducey was appointed President – Strategic Operations of Quanta. Prior to his appointment, he served as Senior Vice President – Operations for Quanta. As set forth in the 2023 Compensation Tables, on March 2, 2023, Mr. Ducey also received an award consisting of the number of RSUs equal to the number of shares of Quanta common stock having a fair market value equal to $500,000 (with the actual number of RSUs granted determined by dividing this dollar amount by the average closing price of Quanta common stock for the twenty consecutive trading days immediately preceding the date of grant), which was based on performance in his prior position for the 2022 performance year. The RSUs vest at the end of a 3-year period following the date of grant, subject to continued service and the terms of the applicable award agreement. Other Compensation and Benefits We have provided all of our NEOs with an annual executive physical examination program, identity theft protection and monitoring services, and a $25,000 annual allowance that may be used for certain pre-approved perquisites, including tax planning, financial services or club membership dues, as well as any other perquisites that may be approved by the Compensation Committee. Additionally, the Company provided the CEO with personal use of corporate aircraft for air travel, subject to an annual incremental cost limit, without any tax gross-up or reimbursement and, with respect to Mr. Probst, an annual automobile allowance. The dollar value of the perquisites provided to our NEOs are set forth below in the 2023 All Other Compensation Table. The Compensation Committee believes that this annual perquisite package is reasonable and provides additional compensation to our NEOs that (i) enhances the competitiveness of our executive compensation program (allowance for club membership dues), (ii) increases their productivity and availability (professional assistance with tax and financial planning, Chief Executive Officer corporate aircraft usage) so they can focus on managing the Company’s business, and (iii) helps maintain their safety (identity theft protection and monitoring) and health (annual physical examinations). The Compensation Committee reviews the Company’s perquisites policy on a regular basis to consider whether, and to what extent, it may be appropriate to revise the treatment of or limit or discontinue particular perquisites. Our NEOs also receive matching contributions from Quanta to their 401(k) accounts, consistent with all other employees participating in Quanta’s 401(k) plan. Quanta matches 100% of an NEO’s pre-tax contributions up to the first 3% of such NEO’s base salary. Thereafter, Quanta matches 50% of an NEO’s pre-tax contributions up to the next 3% of such NEO’s base salary. All matching contributions are subject to certain limits as determined by law. Deferred Compensation Plan Under a nonqualified deferred compensation plan maintained by Quanta, certain employees, including the NEOs, are permitted to voluntarily defer receipt of up to 75% of base salary and up to 100% of other cash compensation and/or settlement of RSUs. Quanta also makes certain matching contributions under the plan. For additional information on these contributions, see Executive Compensation – Nonqualified Deferred Compensation in 2023. Quanta believes that providing such a plan that allows and encourages planning for retirement is a key factor in our ability to attract and retain key personnel. During 2023, Messrs. Austin, Jensen and Ducey and Ms. Desai elected to defer a portion of their base salary, annual incentive plan award and/or equity awards that vested during the year. During 2023, Quanta made matching contributions (as set forth in the 2023 Nonqualified Deferred Compensation Table), but no discretionary contributions, to participant accounts in the nonqualified deferred compensation plan.

  116. Employment Agreements

    Employment Agreements As of December 31, 2023, Quanta was party to employment agreements with each of Messrs. Austin, Probst, Jensen and Ducey and Ms. Desai and until his retirement in April 2023, Quanta was party to an employment agreement with Mr. Gregory (each an “Employment Agreement”), which amended and restated Messrs. Austin’s, Probst’s, and Jensen’s and Ms. Desai’s respective prior employment agreements with Quanta (each a “Prior Agreement”). Mr. Gregory entered into a consulting agreement with Quanta (the “Consulting Agreement”) in connection with his retirement, effective as of April 1, 2023, as described above under Executive Officer Transition Matters. Under the terms of our Employment Agreements, the applicable executive is (or was, as applicable) entitled to payments and benefits upon the occurrence of specified events, including termination of employment and/or a change in control of Quanta. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of fiscal year-end, are described below in Executive Compensation. The termination provisions of the Employment Agreements provide (or provided, as applicable) these individuals with a fixed amount of compensation upon termination as an inducement to offset the potential risk of leaving their prior employer or foregoing other opportunities in order to join or maintain employment with us. At the time of entering into these agreements, the Compensation Committee considered our aggregate potential obligations in the context of the desirability of hiring or maintaining the employment of the individual and the expected compensation upon joining or maintaining employment with us. The Employment Agreements do not (or did not, as applicable) contain excise tax gross-up provisions.

  117. Risk Considerations in Our Compensation Program

    | • | The Compensation Committee believes the financial and operational performance measures for determining cash payouts or equity earned under our incentive plans are aligned with Quanta’s short-term and long-term operating and strategic plans and promote corporate responsibility and the long-term sustainability of the Company by advancing the interests of Quanta’s stakeholders, including its stockholders, employees and customers. The Compensation Committee also believes that the targets for those measures are set at challenging, but appropriate, levels that do not encourage unnecessary or excessive risk taking. |

  118. Risk Considerations in Our Compensation Program

    | • | The Compensation Committee believes that the usage of complementary financial performance metrics, including AIP Adjusted EBITDA and AIP Adjusted EBITDA margin, prevents management from focusing on the generation of revenues at the expense of profit. The Compensation Committee also believes that the complementary metrics of capital efficiency and ROIC incentivize management to achieve operational improvements that decrease the amount of capital required to support revenue growth. |

  119. Risk Considerations in Our Compensation Program

    | • | Compensation at the corporate management, corporate staff and operating company management levels also consists of both fixed and variable compensation. The fixed or base salary portion of compensation is typically set at competitive market levels. The variable portions of compensation are generally designed to reward employees based on Company performance and align with the Company performance metrics utilized for executive compensation. For example, with respect to corporate management, annual cash incentive plan awards are based on the same financial performance goals applicable to executive compensation, and long-term equity incentive awards are based on a number of factors, including individual responsibilities and roles as determined by senior leadership and, in certain cases, financial performance measures. With respect to operating company management, annual cash incentive plan awards are based on financial performance of the applicable operating company, and long-term equity incentive |

  120. Risk Considerations in Our Compensation Program

    | • | The Compensation Committee retains sole discretion to adjust incentive awards or targets in order to align payouts and potential payouts with performance. |

  121. Risk Considerations in Our Compensation Program

    | • | Individual awards are capped under our incentive plans, which the Compensation Committee believes mitigates excessive risk taking. Therefore, even if the Company dramatically exceeds its performance goals, awards are limited. |

  122. Risk Considerations in Our Compensation Program

    | • | Quanta maintains internal controls over the measurement and calculation of performance goals, which are designed to prevent manipulation. In addition, all employees are required to comply with our Code of Conduct, which covers, among other things, accuracy of books and records. |

  123. Risk Considerations in Our Compensation Program

    | • | Quanta maintains the Recovery Policy and an additional standalone clawback policy and has included clawback provisions under each of its incentive plans, which provide for recovery of certain incentive compensation from officers and key employees of Quanta and its subsidiaries in certain circumstances, as set forth in further detail in Clawback Policy above. |

  124. 2023 Compensation Process

    2023 Compensation Process Role of Compensation Consultant The Compensation Committee Charter grants to the Compensation Committee the authority to retain, at Quanta’s expense, compensation consultants, outside legal counsel and other advisors, and to approve their fees. These advisors report directly to the Compensation Committee. During 2023, the Compensation Committee independently retained Frederick W. Cook & Co., Inc. (“FW Cook”) to examine our executive compensation program and pay practices and the competitiveness of our executive compensation program relative to public company peer group data. For 2023, the Compensation Committee approved the following companies, which we refer to as our “peer group,” for the purpose of obtaining competitive data for the benchmarking study referenced above:

  125. 2023 Compensation Process

    These companies were chosen based on (i) market competition, including companies that compete with Quanta for customers, executive talent and investors; (ii) organization size, with financial characteristics such as revenues or market capitalization similar to those of Quanta; and (iii) industry, including companies in the heavy construction industry and companies that serve pipeline, industrial, communications or power transmission companies. Certain changes were made to the peer group utilized for 2023 as compared to the prior peer group. Specifically, the Compensation Committee determined that Dycom Industries, Inc., Flowserve Corporation and Granite Construction Incorporated should be replaced with Eaton Corporation, Emerson Electric Co., Johnson Controls International, L3Harris Technologies, Inc. and PACCAR Inc. in order to better align the peer group with Quanta based on organization size and financial characteristics. The Compensation Committee may periodically update the companies in future compensation studies as a result of mergers, acquisitions, new publicly traded companies and other changes, using the criteria outlined above. Compensation studies assist the Compensation Committee in establishing the overall compensation practices that are consistent with our philosophy and guiding principles on executive compensation. Although these studies provide important data, the Compensation Committee uses such studies only as a point of reference and not as a determinative factor for structuring and determining the amount of our NEOs’ compensation. The Compensation Committee also exercises discretion in its use of these studies, and the studies do not supplant the significance of individual and Company performance that the Compensation Committee considers when making compensation decisions. The Compensation Committee has assessed the independence of FW Cook pursuant to the rules prescribed by the SEC and has concluded that no conflict of interest existed in 2023 or currently exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee. Management’s Role in the Compensation-Setting Process Our Chief Executive Officer plays an important role in setting the compensation of our NEOs (other than himself). Our Chief Executive Officer, after taking into account input from other members of management, makes recommendations to the Compensation Committee, but the Compensation Committee has final authority and complete discretion in ultimately determining and setting NEO compensation plans, goals, incentive targets, salaries and cash and equity incentive awards. At the beginning of each fiscal year, our Chief Executive Officer meets with the Compensation Committee to propose Quanta’s overall financial and operational performance targets for the incentive plans for the current annual and long-term performance periods. The Compensation Committee reviews these performance targets, considering the appropriate range for potential payment and other factors, and adjusts them as it deems appropriate. The Compensation Committee then approves the performance targets for the current fiscal year’s incentive plans. Following the end of the fiscal year, the Compensation Committee evaluates financial and operational performance relative to the approved performance targets to determine the payouts under our incentive plans, including the prior fiscal year’s incentive plans and any earned and vested awards associated with performance periods completed during the prior fiscal year. At the request of the Compensation Committee, our Chief Executive Officer and certain other members of management also participate in the Compensation Committee’s review and provide detailed reports on, among other things, actual performance relative to Company performance targets. These reports also include the elements of the targeted compensation so that the Compensation Committee may analyze each compensation element included in the compensation mix and the total amount of targeted compensation for each NEO. The Compensation Committee considers these evaluations in determining payouts to be made, if any, under the incentive plans. Equity Award Grant Practices The Compensation Committee meets during the first few months of each fiscal year to, among other things, grant equity awards, including equity awards to our NEOs. The timing of this meeting allows the Compensation Committee to review complete financial results for the prior fiscal year when evaluating Company performance. The Compensation Committee may, in its discretion, also grant awards throughout the year, including in connection with the hiring of a new executive officer or the promotion of an employee to an executive officer position. During 2023, the Compensation Committee granted PSUs and RSUs to the NEOs, all of which were granted under the 2019 Omnibus Plan and are set forth below in the 2023 Grants of Plan-Based Awards Table. Generally, the number of RSUs and PSUs we grant is determined by dividing the aggregate dollar amount intended to be awarded by the average closing price of Quanta common stock for the twenty consecutive trading days immediately preceding the date of grant. RSUs and PSUs are generally settled in Quanta common stock upon vesting. It is not the intention of the Compensation Committee to time the granting of any awards under our incentive plans, including those made to newly hired or newly promoted executive officers, with the release of any material, non-public information.

  126. 2023 Compensation Tables

    | Name and Current Principal Position(s) | | | Stock Awards | | | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total(6) ($) | | | Year | Salary ($) | PSUs(1) ($) | RSUs(2) ($) | Total(3) ($) | | | | | Earl C. (Duke) Austin, Jr. President & Chief Executive Officer | 2023 | 1,287,500 | 7,575,569 | 2,987,033 | 10,562,602 | 2,453,100 | 321,330 | 14,624,532 | | | 2022 | 1,225,342 | 6,042,828 | 2,398,271 | 8,441,099 | 2,073,750 | 298,769 | 12,038,960 | | | 2021 | 1,150,000 | 5,136,966 | 2,033,907 | 7,170,873 | 2,384,813 | 261,531 | 10,967,217 | | Jayshree Desai(7) Chief Financial Officer | 2023 | 735,000 | 1,558,285 | 955,754 | 2,514,039 | 1,079,364 | 67,346 | 4,395,749 | | | 2022 | 553,890 | 998,260 | 1,153,074 | 2,151,334 | 663,600 | 77,396 | 3,446,220 | | Redgie Probst Chief Operating Officer | 2023 | 875,000 | 2,447,363 | 965,066 | 3,412,429 | 1,245,420 | 54,687 | 5,587,536 | | | 2022 | 793,151 | 1,933,686 | 1,193,789 | 3,127,475 | 973,280 | 20,659 | 4,914,565 | | | 2021 | 687,500 | 1,228,354 | 1,547,395 | 2,775,749 | 1,459,920 | 26,630 | 4,949,799 | | Derrick A. Jensen Executive Vice President – Business Administration | 2023 | 679,800 | 1,244,883 | 763,576 | 2,008,459 | 940,707 | 98,337 | 3,727,303 | | | 2022 | 679,800 | 1,290,989 | 797,035 | 2,088,024 | 827,045 | 69,121 | 3,663,990 | | | 2021 | 679,800 | 1,192,933 | 734,707 | 1,927,640 | 1,240,567 | 123,787 | 3,971,794 | | Gerald A. (BJ) Ducey, Jr.(8) President – Strategic Operations | 2023 | 650,000 | 815,788 | 1,017,236 | 1,833,024 | 880,600 | 92,403 | 3,456,027 | | Paul C. Gregory(9) Former Chief Strategy Officer | 2023 | 218,875 | 2,040,603 | 1,251,648 | 3,292,251 | — | 415,551 | 3,926,677 | | | 2022 | 875,500 | 2,116,174 | 1,306,454 | 3,422,628 | 1,065,133 | 39,013 | 5,402,274 | | | 2021 | 875,500 | 1,955,390 | 1,204,282 | 3,159,672 | 1,597,700 | 43,280 | 5,676,152 |

  127. 2023 Compensation Tables

    | (c) Represents Quanta’s matching contributions under the nonqualified deferred compensation plan that would have been allocated to the NEO’s 401(k) plan account, but for applicable limits under the Code. For additional information on these contributions by Quanta, see Compensation Discussion & Analysis – Executive Compensation Decisions for 2023 – Deferred Compensation Plan. |

  128. Nonqualified Deferred Compensation in 2023

    Nonqualified Deferred Compensation in 2023 Under a nonqualified deferred compensation plan maintained by Quanta, certain employees, including the NEOs, are permitted to voluntarily defer receipt of up to 75% of base salary and up to 100% of other cash compensation and/or settlement of certain equity awards. In addition, for each plan year, a plan participant who defers the maximum amount permitted by law under Quanta’s 401(k) plan is credited with an employer matching contribution in the deferred compensation plan equal to the difference between (i) 100% of the first 3% of the compensation deferred under the plan, plus 50% of the next 3% of the compensation deferred under the plan, and (ii) the maximum matching contribution that could be contributed on behalf of the participant under Quanta’s 401(k) plan. Matching contributions vest immediately. Quanta may also make discretionary contributions to the deferred compensation plan, subject to a vesting schedule determined by Quanta at the time of the contribution, provided that vesting accelerates upon a change in control or the participant’s death or retirement. All matching and discretionary employer contributions, whether vested or not, are forfeited upon a participant’s termination of employment for cause or upon the participant engaging in competition with Quanta. Quanta also accrues for dividend equivalents on the shares deferred in the participant’s account at the same time and at the same rate as dividends are paid on Quanta common stock. Equity awards that are deferred may be settled only in Quanta common stock. The deferred compensation plan permits participants to allocate deferred cash amounts among a group of notional accounts that mirror the gains and/or losses of various investment alternatives. These notional accounts do not provide for above-market or preferential earnings. Each participant may direct investments of the individual accounts set up for the participant under the plan and may make changes in the investments as often as daily. Since each executive officer may choose the investment alternative and may change their allocations from time to time, the return on the investment depends on how well each underlying investment fund performed during the time the executive officer chose it as an investment vehicle. The obligation to pay the balance of each participant’s account is at all times an unsecured obligation of the Company. Generally, participants receive distributions of deferred amounts upon the earlier of separation from service, the occurrence of a disability, or a specified date (selected at the time of the deferral). Participants may elect to receive distributions in a lump sum or installments, and, in some cases, may elect to delay distribution upon termination of employment for up to five years. Participants are also permitted to withdraw all or a portion of their deferred amounts in the event of an unforeseeable financial emergency. Quanta reserves the right to amend or terminate the plan at any time and for any reason. A participant’s deferral elections must be renewed each year, and elections cannot be revoked or changed during the year. 2023 Nonqualified Deferred Compensation The following table describes the nonqualified deferred compensation activity for each of our NEOs related to fiscal year 2023.

  129. Nonqualified Deferred Compensation in 2023

    | Name | NEO Contributions in Last Fiscal Year(1) ($) | Company Contributions in Last Fiscal Year(2) ($) | Aggregate Earnings (Losses) in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions(4) ($) | Aggregate Balance at Last Fiscal Year-End(5) ($) | | Mr. Austin | 77,250 | 75,563 | 865,859 | 7,374,838 | 2,912,152 | | Ms. Desai | 662,038 | 37,490 | 314,767 | 970,942 | 1,002,528 | | Mr. Probst | – | – | 6,259 | – | 37,537 | | Mr. Jensen | 97,230 | 57,398 | 761,702 | – | 3,228,309 | | Mr. Ducey | 83,030 | 50,449 | 120,896 | 157,684 | 1,023,265 | | Mr. Gregory | – | – | 35,560 | – | 267,266 |

  130. Nonqualified Deferred Compensation in 2023

    | (1) The amounts shown represent deferred salary, deferred cash incentive payments under the 2023 annual incentive plan and/or the value of equity awards that vested during 2023 but the receipt of which was deferred. Deferred salary and cash incentive payments are included in the 2023 Summary Compensation Table under the Salary and Non-Equity Incentive Plan Compensation columns, respectively. Deferred equity awards are valued based on the closing price of Quanta common stock as of 12:01 a.m. on the deferral date. The following table shows the deferred portion of each NEO’s salary, cash incentive awards, and vested equity awards. |

  131. Nonqualified Deferred Compensation in 2023

    | Name | Contribution | Form of Contribution | Amount ($) | | Mr. Austin | Salary | Cash | 77,250 | | | Cash Incentive | Cash | – | | | Equity Awards | Common Stock | – | | Ms. Desai | Salary | Cash | 36,750 | | | Cash Incentive | Cash | – | | | Equity Awards | Common Stock | 625,288 | | Mr. Jensen | Salary | Cash | 40,788 | | | Cash Incentive | Cash | 56,442 | | | Equity Awards | Common Stock | – | | Mr. Ducey | Salary | Cash | 39,000 | | | Cash Incentive | Cash | 44,030 | | | Equity Awards | Common Stock | – |

  132. Nonqualified Deferred Compensation in 2023

    | (2) The amounts shown are included in the All Other Compensation column of the 2023 Summary Compensation Table, as detailed in the 2023 All Other Compensation Table referenced in footnote (5) to the 2023 Summary Compensation Table. The amounts represent Quanta’s matching contributions that would have been allocated to a participant’s 401(k) plan account, but for applicable limits under the Code. |

  133. Nonqualified Deferred Compensation in 2023

    | (3) The amounts shown represent earnings or losses on deferred cash amounts allocated to notional accounts that mirror the gains and/ or losses of various investment alternatives, dividends paid or accrued, and changes in value of the Quanta common stock underlying deferred equity awards. However, the actual amount of any earnings or losses ultimately realized on the deferred amounts by the NEO will be determined upon distribution/withdrawal of such amounts. The amounts shown are not included in the 2023 Summary Compensation Table because earnings under Quanta’s nonqualified deferred compensation plan were not above-market or preferential. |

  134. Nonqualified Deferred Compensation in 2023

    | (4) The amount shown represents the value of cash and/or equity amounts that Messrs. Austin and Ducey and Ms. Desai received as in-service distributions according to their prior elections. This amount was not included in the 2023 Summary Compensation Table because the payouts related to earnings and contributions in prior fiscal years. |

  135. Nonqualified Deferred Compensation in 2023

    | (5) The aggregate balances as of fiscal year end 2023 include salary and cash incentive contributions that are attributable to compensation earned in 2023 but that were deposited in 2024. The aggregated balances also reflect certain adjustments to aggregate earnings recognized in prior years. Additionally, the aggregate balance for each NEO includes certain amounts included in the Summary Compensation Tables for prior fiscal years, as shown in the following table: |

  136. Nonqualified Deferred Compensation in 2023

    | Name | Amount Reported in Prior Summary Compensation Tables ($)(a) | Fiscal Years Reported | | Mr. Austin | 1,705,682 | 2014 – 2022 | | Ms. Desai | 499,709 | 2022 | | Mr. Probst | 17,104 | 2019 – 2022 | | Mr. Jensen | 2,828,481 | 2014 – 2022 | | Mr. Ducey | – | – | | Mr. Gregory | 198,470 | 2017 – 2022 |

  137. Nonqualified Deferred Compensation in 2023

    | (a) Represents (i) deferred salary and cash incentive awards, (ii) Quanta’s matching contributions and (iii) the value of vested equity awards that have been deferred as of the end of fiscal year 2023, the grant date fair value of which was previously reported. |

  138. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Employment Agreement Terms As described further in the Narrative to the 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table above, Quanta is and, as of December 31, 2023, was, party to an Employment Agreement with each of the NEOs currently employed by Quanta. Under the terms of the Employment Agreements, each NEO is entitled to payments and benefits upon the occurrence of specified events, including certain terminations of employment or a change in control of Quanta. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of fiscal year-end, are detailed in the Estimated Potential Payments tables below. The Employment Agreements provide that if the applicable NEO’s employment is terminated by Quanta without “cause” (and other than due to death or “disability”) or by the applicable NEO for “good reason” (each as defined below) (each, a “qualifying termination”), then, subject to the NEO’s timely execution and non-revocation of a general release of claims and continued compliance with applicable restrictive covenants (the Employment agreements include invention assignment provisions, confidentiality and non-disclosure covenants, non-disparagement restrictions, and non-compete and employee and customer non-solicit restrictions), the NEO will be entitled to receive:

  139. Potential Payments Upon Termination or Change in Control

    | • | A lump-sum amount in cash equal to 18 months (or, for Messrs. Austin and Probst, 24 months) of base salary; |

  140. Potential Payments Upon Termination or Change in Control

    | • | A pro-rated annual cash incentive bonus (based on actual performance) for the fiscal year in which the qualifying termination occurs; |

  141. Potential Payments Upon Termination or Change in Control

    | • | Quanta-subsidized continued health insurance coverage for up to 18 months (or, for Messrs. Austin and Probst, 24 months) following termination; |

  142. Potential Payments Upon Termination or Change in Control

    | • | Quanta-paid outplacement services for up to 12 months following termination (capped at $20,000); and |

  143. Potential Payments Upon Termination or Change in Control

    | • | With respect to the NEO’s outstanding equity awards covering Quanta common stock: |

  144. Potential Payments Upon Termination or Change in Control

    | • | (a) if, as of the termination date, the NEO’s length of service with Quanta is (i) at least three years but fewer than five years, accelerated vesting of the portion of each equity award (other than an equity award subject to performance-vesting conditions) that would have vested during the 12-month period following termination, and each equity award subject to performance-vesting conditions (each, a “performance award”) will remain outstanding and eligible to vest for a period of 12 months following termination; (ii) at least five years but fewer than ten years, accelerated vesting of the portion of each equity award (other than a performance award) that would have vested during the 24-month period following termination, and each performance award will remain outstanding and eligible to vest for a period of 24 months following termination; and (iii) more than ten years, full accelerated vesting of each equity award (other than a performance award), and each performance award will remain outstanding and eligible to vest following termination (for clarity, all outstanding and unvested equity awards will be forfeited upon the NEO’s qualifying termination if the NEO’s length of service with Quanta as of the termination date is less than three years); and |

  145. Potential Payments Upon Termination or Change in Control

    | • | (b) if the NEO’s qualifying termination occurs more than 24 months following a “change in control” of Quanta (as defined below), the NEO will be entitled to full accelerated vesting of all equity awards granted prior to the date of such change in control. |

  146. Potential Payments Upon Termination or Change in Control

    If the NEO’s qualifying termination occurs during the 24-month period following a change in control of Quanta, then, in lieu of the severance payments and benefits described above and subject to the NEO’s timely execution and non-revocation of a general release of claims and continued compliance with applicable restrictive covenants, in addition to accrued amounts, the NEO will be entitled to receive:

  147. Potential Payments Upon Termination or Change in Control

    | • | A lump sum amount in cash equal to the sum of (i) 30 months (or, for Messrs. Austin and Probst, 36 months) of base salary, (ii) 250% (or, for Messrs. Austin and Probst, 300%) of his target annual cash incentive bonus for the fiscal year in which the qualifying termination occurs and (iii) a pro-rated target annual cash incentive bonus for the fiscal year in which the qualifying termination occurs; |

  148. Potential Payments Upon Termination or Change in Control

    | • | Quanta-subsidized continued health insurance coverage for up to 30 months (or, for Messrs. Austin and Probst, 36 months) following termination; |

  149. Potential Payments Upon Termination or Change in Control

    | • | Quanta-paid outplacement services for up to 12 months following termination (capped at $20,000); and |

  150. Potential Payments Upon Termination or Change in Control

    | • | Full accelerated vesting of all outstanding equity awards or equity-linked rights (as defined in in the applicable Employment Agreement). |

  151. Potential Payments Upon Termination or Change in Control

    In addition, pursuant to the Employment Agreements, if the applicable NEO’s employment terminates due to the NEO’s death or “disability” (as defined in the applicable Employment Agreement), then NEO (or the NEO’s estate or beneficiaries, as applicable) will be entitled to full accelerated vesting of any outstanding equity awards covering shares of Quanta common stock, with the performance goals applicable to any such equity award being treated in accordance with the applicable award agreement (or if the award agreement does not specify such treatment, based on actual performance through the termination date and forecasted performance for the remainder of the applicable performance period). The Employment Agreements do not contain excise tax gross-up provisions. In the event any payment or benefit received by the NEO would be subject to an excise tax under Section 4999 of the Code, such payments and benefits will be reduced to the minimum extent necessary (but in no event less than zero) to avoid application of the excise tax, except that the full payments and benefits will be made if, after payment by the NEO of the excise tax and all other taxes, the NEO would retain a greater after-tax benefit without such reduction. Change in Control Under the Employment Agreements, a change in control has the meaning set forth in the 2019 Omnibus Plan (as summarized below under Equity Incentive Plans). Cause The Employment Agreements generally define cause, subject to certain conditions and exceptions, as the NEO’s (i) uncured gross negligence in the performance of, intentional nonperformance of, or inattention to, the NEO’s material duties and responsibilities, (ii) willful dishonesty, fraud or material misconduct with respect to Quanta’s business or affairs, (iii) uncured material violation of Quanta’s policies or procedures, (iv) conviction of, plea of nolo contendere, guilty plea, or confession to, an act of fraud, misappropriation or embezzlement or any crime punishable as a felony or any other crime that involves moral turpitude, (v) use of illegal substances or habitual drunkenness, or (vi) uncured material breach of the Employment Agreement. Good Reason The Employment Agreements generally define good reason, subject to customary notice and cure provisions, as the occurrence of any of the following with the applicable NEO’s consent: (i) a diminution in the NEO’s annual base salary of ten percent (10%) or more (other than in connection with base salary reductions imposed on all or substantially all of Quanta’s similarly-situated employees), (ii) a diminution in the NEO’s target annual bonus opportunity of ten percent (10%) or more (other than in connection with reductions in annual bonus opportunities imposed on all or substantially all of Quanta’s similarly-situated employees), (iii) a material diminution in the benefits provided to the NEO under Quanta’s health, welfare and 401(k) plans and programs (excluding any changes to the NEO’s bonus and other incentive compensation) (other than in connection with reductions in such benefits imposed on all or substantially all of Quanta’s similarly-situated employees), (iv) the assignment to the NEO of duties inconsistent with the NEO’s position (including office, title and reporting requirements), authority, duties or responsibilities as contemplated by the Employment Agreement or any other action by Quanta that results in a diminution in such position, authority, duties or responsibilities (excluding an isolated, insubstantial and inadvertent action not taken in bad faith), (v) the failure by Quanta or its successor (or a parent thereof) to grant to the NEO, during the twenty-four (24) month period immediately following the consummation of a change in control of Quanta, equity awards or equity-linked incentive compensation having an aggregate that is at least equal to ninety percent (90%) of the average value of the annual equity awards granted to the NEO during the three years immediately prior to the change in control of Quanta (other than in connection with reductions in equity or equity-linked incentive compensation imposed on all or substantially all of the similarly-situated employees of Quanta or its successor, as applicable), (vi) the NEO’s receipt of a notice of intent not to renew the Employment Agreement from Quanta, (vii) with respect to Mr. Austin only, Quanta’s failure to nominate him to the Board during his service as Chief Executive Officer, (viii) in the event of a pending change in control of Quanta, failure of the successor entity to assume the Employment Agreement, (ix) any requirement that the NEO relocate the NEO’s principal place of work to an office or location that is more than 35 miles from the principal location identified in the Employment Agreement (other than a relocation that results in a decrease in the NEO’s one-way commute), or (x) any material breach of the Employment Agreement by Quanta. Equity Incentive Plans Generally, subject to the provisions of the particular award agreement, unvested RSUs and unearned PSUs granted pursuant to Quanta’s equity incentive plans are forfeited by the participant upon termination of such participant’s employment. However, except as otherwise provided in the Employment Agreements (as described above), upon the death of the participant during the participant’s continuous service or upon the occurrence of a “change in control” (as defined in the 2019 Omnibus Plan), (i) outstanding and unvested RSUs generally become vested, and forfeiture restrictions lapse and (ii) certain of the participant’s outstanding and unearned PSUs may become earned and such number of earned PSUs is based on the achievement of applicable performance goals as of the date of death or change in control and the forecasted achievement of such goals for the remainder of the performance period, as determined in the discretion of the Compensation Committee. Additionally, with respect to unearned PSUs, a participant who resigns prior to completion of the 3-year performance period may, at the discretion of the CEO and with approval of the Compensation Committee, earn a pro rata portion (based on the portion of the 3-year performance period during which the participant was employed) of the shares ultimately awarded upon determination of actual achievement levels. Pursuant to Quanta’s new RSU and PSU award agreements adopted during 2023, equity awards granted subsequent to August 2023 will be subject to double-trigger vesting in connection with a change in control (i.e., requiring a termination of employment without cause within 24 months following a change in control) in which the transaction consideration does not consist solely of cash. Under the 2019 Omnibus Plan, a change in control is generally deemed to occur upon (i) any sale, lease, exchange or other transfer of all or substantially all of the assets of Quanta, (ii) any person or entity becoming the beneficial owner, directly or indirectly, of securities representing more than 50% of the voting power of Quanta’s then outstanding securities, (iii) certain incumbent (and subsequently approved) directors ceasing to constitute a majority of the members of the Board within a two-year period, (iv) consummation of a merger or other business combination, unless all or substantially all of the beneficial owners of outstanding voting securities of Quanta immediately prior to the transaction beneficially own, directly or indirectly, more than 50% of the voting power of the resulting entity immediately following the transaction, or (v) stockholder approval of a complete liquidation of Quanta. Deferred Compensation

  152. Potential Payments Upon Termination or Change in Control

    Generally, participants will receive distributions of deferred amounts under Quanta’s deferred compensation plan upon separation from service, the occurrence of a disability, or a specified date (selected at the time of the deferral) and, subject to specific limitations, upon the occurrence of an unforeseeable financial emergency. The terms of Quanta’s deferred compensation plan are discussed in further detail under Nonqualified Deferred Compensation in 2023, and the 2023 Nonqualified Deferred Compensation Table sets forth the aggregate balances payable to the NEOs under Quanta’s deferred compensation plan pursuant to their distribution elections.

  153. Estimated Potential Payments

    Estimated Potential Payments The tables below reflect the estimated amounts that would be paid to each NEO upon termination of employment or change in control in varying circumstances identified below. No amounts are paid in the event of termination by Quanta for cause. Except as otherwise indicated, the amounts shown assume that termination or change in control occurred on December 31, 2023 and reflect a market value for Quanta common stock of $215.80 per share, the closing price on such date. Actual amounts to be paid can be determined only upon occurrence of an actual termination or change in control.

  154. Estimated Potential Payments

    | Name | Benefit | Death | Disability | Termination by Quanta Without Cause (No Change in Control) | Termination By Executive for Good Reason (No Change In Control) | | | Severance(1) | $– | $– | $5,073,100 | $5,073,100 | | Earl C. (Duke) Austin, Jr. | Welfare Benefits | – | – | 42,312 | 42,312 | | | Equity Benefit(2) | 29,220,616 | 29,220,616 | 29,220,615 | 29,220,615 | | | Total | $29,220,616 | $29,220,616 | $34,336,027 | $34,336,027 | | | Severance(1) | $– | $– | $2,269,364 | $2,269,364 | | Jayshree Desai | Welfare Benefits | – | – | 28,968 | 28,968 | | | Equity Benefit(2) | 6,717,638 | 6,717,638 | 3,216,499 | 3,216,499 | | | Total | $6,717,638 | $6,717,638 | $5,514,831 | $5,514,831 | | | Severance(1) | $– | $– | $3,065,420 | $3,065,420 | | Redgie Probst | Welfare Benefits | – | – | 42,312 | 42,312 | | | Equity Benefit(2) | 10,726,986 | 10,726,986 | 10,726,986 | 10,726,986 | | | Total | $10,726,986 | $10,726,986 | $13,834,718 | $13,834,718 | | | Severance(1) | $– | $– | $1,980,407 | $1,980,407 | | Derrick A. Jensen | Welfare Benefits | – | – | 31,230 | 31,230 | | | Equity Benefit(2) | 6,579,526 | 6,579,526 | 6,579,526 | 6,579,526 | | | Total | $6,579,526 | $6,579,526 | $8,591,163 | $8,591,163 | | | Severance(1) | $– | $– | $1,950,600 | $1,950,600 | | Gerald A. (BJ) Ducey, Jr. | Welfare Benefits | – | – | 35,953 | 35,953 | | | Equity Benefit(2) | 3,963,167 | 3,963,167 | 3,963,167 | 3,963,167 | | | Total | $3,963,167 | $3,963,167 | $5,949,720 | $5,949,720 |

  155. Estimated Potential Payments

    | (1) Amounts for severance benefits include up to $20,000 in outplacement services. |

  156. Estimated Potential Payments

    | (2) The equity benefit represents (i) the value of the unvested RSUs held by the NEO as of December 31, 2023 that would vest upon occurrence of the event and (ii) the value of unearned PSUs (at target) held by the NEO as of December 31, 2023 (excluding, for clarity, PSUs for the 2021 – 2023 performance period). As of December 31, 2023, the NEOs held the following unearned PSUs: 94,176 for Mr. Austin; 16,651 for Ms. Desai; 30,269 for Mr. Probst; 17,979 for Mr. Jensen and 9,026 for Mr. Ducey. The actual number of unearned PSUs that would become earned upon occurrence of the event would be based on the forecasted achievement of performance goals for the remainder of the performance periods and can range from 0% to a maximum of 200% (assuming the highest level of performance) of the target amount of unearned PSUs. The amounts included assume performance at target, without reference to forecasted achievement. Cash dividend equivalents that have accrued through December 31, 2023 and may also be paid with respect to such shares (to the extent they vest) are as follows: Mr. Austin – $100,154; Ms. Desai – $14,529; Mr. Probst – $32,691; Mr. Jensen –$23,743; and Mr. Ducey – $10,520. |

  157. Estimated Potential Payments

    | Name | Benefit | Change in Control (No Termination)(1) | Termination Without Cause Within 24 Months Following a Change in Control(1) | Termination by Executive for Good Reason Within 24 months Following a Change in Control(1) | | | Severance(2) | $– | $11,720,000 | $11,720,000 | | Mr. Austin | Welfare Benefits(3) | – | 66,692 | 66,692 | | | Equity Benefit(4) | 29,220,616 | 29,220,616 | 29,220,616 | | | Total(5) | $29,220,616 | $41,007,308 | $41,007,308 | | | Severance(2) | $– | $4,973,000 | $4,973,000 | | Ms. Desai | Welfare Benefits(3) | – | 50,554 | 50,554 | | | Equity Benefit(4) | 6,717,638 | 6,717,638 | 6,717,638 | | | Total(5) | $6,717,638 | $11,741,192 | $11,741,192 | | | Severance(2) | $– | $6,680,000 | $6,680,000 | | Mr. Probst | Welfare Benefits(3) | – | 66,692 | 66,692 | | | Equity Benefit(4) | 10,726,986 | 10,726,986 | 10,726,986 | | | Total(5) | $10,726,986 | $17,473,678 | $17,473,678 | | | Severance(2) | $– | $4,336,730 | $4,336,730 | | Mr. Jensen | Welfare Benefits(3) | – | 54,502 | 54,502 | | | Equity Benefit(4) | 6,579,526 | 6,579,526 | 6,579,526 | | | Total(5) | $6,579,526 | $10,970,758 | $10,970,758 | | | Severance(2) | $– | $4,220,000 | $4,220,000 | | Mr. Ducey | Welfare Benefits(3) | – | 62,743 | 62,743 | | | Equity Benefit(4) | 3,963,167 | 3,963,167 | 3,963,167 | | | Total(5) | $3,963,167 | $8,245,910 | $8,245,910 |

  158. Estimated Potential Payments

    | (1) With respect to these scenarios, under award agreements entered into prior to August 2023 the equity benefit is triggered upon a change in control, and, pursuant to the Employment Agreements the remaining amounts are triggered upon termination of employment without cause or for good reason, each as defined above. However, as discussed above in Potential Payments Upon Termination or Change in Control – Employment Agreement Terms, awards made to our NEOs subsequent to August 2023 will be subject to double-trigger vesting in connection with a change in control (i.e., requiring a termination of employment without cause or, if applicable by the NEO for good reason, in either case, within 24 months following a change in control) to the extent the transaction consideration does not consist solely of cash. |

  159. Estimated Potential Payments

    | (2) Amounts for severance benefits include up to $20,000 in outplacement services. |

  160. Estimated Potential Payments

    | (3) Welfare benefits include an approximation of the cost of continued payment of insurance premiums for up to three years after termination (for Messrs. Austin and Probst) or up to 30 months after termination (for Ms. Desai and Messrs. Jensen and Ducey), based on the actual cost of premiums for 2024 and the estimated costs of premiums for 2025 and 2026. |

  161. Estimated Potential Payments

    | (4) The equity benefit represents (i) the value of the unvested RSUs held by the NEO as of December 31, 2023 that would vest upon occurrence of the event and (ii) the value of unearned PSUs (at target) held by the NEO as of December 31, 2023 (excluding, for clarity, PSUs for the 2021 – 2023 performance period). As of December 31, 2023 the NEOs held the following unearned PSUs: 94,176 for Mr. Austin; 16,651 for Ms. Desai; 30,269 for Mr. Probst; 17,979 for Mr. Jensen and 9,026 for Mr. Ducey. The actual number of unearned PSUs that would become earned upon occurrence of the event would be determined by the applicable award agreement and can range from 0% to a maximum of 200% (assuming the highest level of performance) of the target amount of unearned PSUs. The amounts included assume performance at target, without reference to forecasted achievement. Cash dividend equivalents that have accrued through December 31, 2023 and may also be paid with respect to such shares (to the extent they vest) are as follows: Mr. Austin – $100,154; Ms. Desai – $14,529; Mr. Probst – $32,691; Mr. Jensen – $23,743; and Mr. Ducey – $10,520. |

  162. Estimated Potential Payments

    | (5) The Employment Agreements do not contain excise tax gross-up provisions. The amounts payable to the NEOs in the event of a change in control may be subject to reduction under Sections 280G and 4999 of the Code. |

  163. Estimated Potential Payments

    In connection with his retirement in April 2023, Mr. Gregory entered into a Consulting Agreement with Quanta pursuant to which he became entitled to certain retirement benefits negotiated in connection with his employment by Quanta, consisting of: (i) $150,000 in annual consulting fees, (ii) full accelerated vesting of his outstanding time-based RSUs and continued vesting of outstanding PSUs, (iii) pro-rated annual cash incentive compensation for 2023, based on actual performance, and (iv) subject to his continued provision of the consulting services through the applicable grant date, in the year following the year of retirement, the grant of (x) fully-vested RSUs and (y) PSUs subject to three-year cliff vesting, the value of which will be determined based on his pre-retirement long-term incentive target (pro-rated through the date of his retirement in 2023). In order to receive the continued vesting of PSUs as set forth above, Mr. Gregory is required to provide a minimum amount of consulting services to the Company until all outstanding unearned and unvested PSUs become earned and vested.

  164. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Summary of Results As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, Quanta is providing the following information about the relationship of the annual total compensation of the median employee of the Company and the annual total compensation of Mr. Austin, Quanta’s CEO. For 2023, Quanta’s last completed fiscal year:

  165. Chief Executive Officer Pay Ratio

    | • | the median of the annual total compensation of all employees of Quanta (other than Quanta’s CEO) was $108,385; |

  166. Chief Executive Officer Pay Ratio

    | • | the annual total compensation of Quanta’s CEO was 14,624,532; and |

  167. Chief Executive Officer Pay Ratio

    | • | based on this information, the ratio of the annual total compensation of Quanta’s CEO to the median of the annual total compensation of all employees was 135 to 1. |

  168. Chief Executive Officer Pay Ratio

    Identification of Median Employee We determined that during 2023 there was no change in the employee population or employee compensation arrangements that we believe would reasonably result in a significant change to our pay ratio disclosure. Therefore, in accordance with Item 402(u) of Regulation S-K, we elected to use the same median employee identified in connection with the 2022 pay ratio calculation for the 2023 pay ratio disclosure. In order to identify our median employee with our 2022 pay ratio disclosure, we determined that, as of November 30, 2022, our employee population consisted of 46,158 individuals working at the Company and its consolidated subsidiaries, 39,842 of whom were U.S. employees and 6,316 of whom were non-U.S. employees. As permitted under the rule, for purposes of identifying our median employee, we excluded 2,189 non-U.S. employees, or approximately 4.7% of our total employee population set forth above, and after this adjustment our employee population consisted of approximately 43,969 individuals. The excluded countries, along with the number of employees in each country, were as follows: Australia (1,577); Papua New Guinea (252); Trinidad (132); Israel (109); Gabon (55); Peru (29); Colombia (15); Marshall Islands (13); United Kingdom (6); and Chile (1). We then compared (i) for U.S. employees, the amount of salary and wages (including overtime) of our employees as reflected in our payroll records and as reported to the Internal Revenue Service on Form W-2 for 2022 and (ii) for non-U.S. employees, base salary and wages (including overtime) as reflected in our human resources and payroll records for each country for 2022. For purposes of this disclosure, we utilized the U.S. dollar equivalent of the local currency, based on the average exchange rate for such foreign currency to the U.S. dollar for 2022. We also annualized the compensation of all permanent employees who were newly hired during 2022. We did not utilize any cost-of-living adjustments. We consistently applied this compensation measure to all employees (other than our CEO) in the employee population. Although we use a variety of pay elements to structure the compensation arrangements of our employees, we believe that the methodology described above is an appropriate, consistently applied compensation measure that provides a reasonable estimate, calculated in a manner consistent with SEC rules based on our payroll and employment records. Because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported by Quanta, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Median Employee Compensation and CEO Compensation Quanta’s median employee’s annual total compensation for 2023 was determined in accordance with the requirements of Item 402(c)(2) (x) of Regulation S-K, resulting in an annual total compensation of $108,385 for 2023. The amount included in the Total column of the 2023 Summary Compensation Table is utilized for the annual total compensation of Quanta’s CEO.

  169. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, Quanta is providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance. Required Disclosure of Compensation Actually Paid Versus Performance The following table discloses compensation actually paid, as calculated under applicable SEC rules, for our Chief Executive Officer (referred to in this discussion as our principal executive officer (“PEO”)) and our non-PEO NEOs for the fiscal years ended December 31, 2023, 2022, 2021 and 2020. Quanta’s executive compensation programs have a history of aligning pay and performance. This is demonstrated in the Company-selected measure listed below: AIP Adjusted EBITDA, which focuses on cash-based operating performance and, among other things, encourages our NEOs to grow the Company’s business, including through expanding and developing relationships with existing and potential customers and expanding service offerings in existing and adjacent markets, and to more efficiently utilize resources. AIP Adjusted EBITDA represents the largest component of the Company’s annual incentive plan for each of the years listed below and represents a primary driver of improvement in ROIC, which is the largest component of the Company’s long-term incentive plan for each of the years listed below. For additional detail regarding the overall structure of our annual and long-term incentive plans, see Compensation Discussion & Analysis – Executive Compensation Decisions for 2023 .

  170. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) | AIP Adjusted EBITDA ($) (5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (4) | | | | 2023 | 14,624,532 | 37,757,134 | 4,218,658 | 9,181,936 | 536.01 | 186.32 | 750,689,000 | 1,930,299,000 | | 2022 | 12,038,960 | 39,769,586 | 4,356,762 | 10,990,868 | 353.32 | 163.33 | 511,643,000 | 1,661,473,000 | | 2021 | 10,967,217 | 48,236,319 | 4,353,114 | 13,991,741 | 283.50 | 160.00 | 491,983,000 | 1,176,043,000 | | 2020 | 9,802,905 | 34,539,536 | 3,524,134 | 9,724,273 | 177.74 | 114.86 | 451,959,000 | 1,065,502,000 |

  171. Pay Versus Performance

    | (1) Our PEO included in the table above for each of 2023, 2022, 2021 and 2020 is Earl C. Austin Jr. |

  172. Pay Versus Performance

    | (2) The table below sets forth adjustments made to our PEO’s and each of our non-PEO NEOs’ total compensation reported in the Summary Compensation Table for the year ended 2023 to determine compensation actually paid. Adjustments utilized in 2022, 2021, and 2020 can be found in the Company’s 2023 Proxy Statement. |

  173. Pay Versus Performance

    | | 2023 | | | | PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | 14,624,532 | 4,218,658 | | Deduction for Summary Compensation Table Total for Stock Awards | (10,562,602) | (2,612,040) | | Increase based on Value of Current Year Awards Outstanding and Unvested at Year End (a) | 11,980,655 | 2,700,411 | | Increase based on Value of Current Year Awards that Vested in Current Year (a) | – | 8,170 | | Change in Value from Prior Fiscal Year End for Prior Year Awards Outstanding and Unvested at Year End (a) | 9,116,076 | 2,152,350 | | Change in Value from Prior Fiscal Year End to Vesting Date for Prior Year Awards that Vested in Current Year (a) | 12,598,473 | 2,714,387 | | Compensation Actually Paid | 37,757,134 | 9,181,936 |

  174. Pay Versus Performance

    | (a) The fair value of equity award adjustments for each applicable year were calculated in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  175. Pay Versus Performance

    | (3) Reflects the average total compensation of our non-PEO NEOs, as calculated in the Summary Compensation Table for each of the years shown. Our non-PEO NEOs included in the table above are the following individuals: for 2023, Jayshree Desai, Redgie Probst, Derrick Jensen, Gerald A. (BJ) Ducey, Jr. and Paul Gregory; for 2022, Jayshree Desai, Paul Gregory, Redgie Probst and Derrick Jensen; and for 2021 and 2020, Derrick Jensen, Paul Gregory, Redgie Probst and Donald Wayne. |

  176. Pay Versus Performance

    | (4) The Company’s peer group for purposes of Item 201(e)(ii) of Regulation S-K was utilized for purposes of calculating peer group TSR. Such peer group includes: AECOM, Dycom Industries, Inc., EMCOR Group Inc., Fluor Corporation, Jacobs Solutions Inc., KBR, Inc., MasTec, Inc., MYR Group Inc. and Primoris Services Corporation. In accordance with applicable SEC rules, peer group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, through and including the end of the fiscal year for which TSR is being presented in the table, and assumes that all dividends, if any, were reinvested. |

  177. Pay Versus Performance

    | (5) AIP Adjusted EBITDA is the financial measure from the tabular list of most important measures shown below, which, in the Company’s assessment, represents for 2023 the most important performance measure used to link compensation actually paid to our PEO and non-PEO NEOs to the Company’s performance. Adjusted EBITDA is defined in Compensation Discussion & Analysis – Executive Compensation Decisions for 2023 – Annual Incentive Plan and is a non-GAAP financial measure. For a reconciliation of AIP Adjusted EBITDA to operating income for the year ended 2023 determined in accordance with GAAP, see Appendix A to this Proxy Statement. |

  178. Pay Versus Performance

    Required Tabular List of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance As required by SEC rules, we disclose below the most important measures used by the Company to link compensation actually paid to our NEOs for 2023 to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see Compensation Discussion & Analysis – Executive Compensation Decisions for 2023 .

  179. Pay Versus Performance

    | 2023 Most Important Measures | | | AIP Adjusted EBITDA | ROIC | | AIP Adjusted EBITDA Margin | Relative TSR | | Safety Performance | |

  180. Pay Versus Performance

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our peer group TSR, (iii) our net income and (iv) our AIP Adjusted EBITDA, in each case, for the fiscal years ended December 31, 2023, 2022, 2021 and 2020.

  181. Compensation Actually Paid versus Company TSR and Peer Group TSR

    Compensation Actually Paid versus Company TSR and Peer Group TSR

  182. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  183. Compensation Actually Paid versus AIP Adjusted EBITDA

    Compensation Actually Paid versus AIP Adjusted EBITDA