QUANTA SERVICES INC (PWR)
Sector: Industrials
2026 Annual Meeting Analysis
QUANTA SERVICES INC · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of ten directors nominated by Quanta's Board of Directors
CEO and director since 2016; PWR's 3-year price return of +270% beats the peer group median of +100% by +170pp, far exceeding the 65pp threshold required to trigger a vote against even under the strong-positive TSR band, so no TSR concern applies.
Director since May 2024, giving him less than 24 months of tenure at the time of this meeting, which exempts him from the TSR trigger entirely; brings relevant utility industry and financial expertise as a former utility CEO and CFO.
Director since 2016 with strong energy industry background; PWR's exceptional 3-year outperformance of its peer group by +170pp far exceeds the 65pp trigger threshold, so no TSR concern applies, and no other policy flags are raised.
Director since 2004 with broad executive and technology experience relevant to Quanta's operations; PWR's 3-year outperformance of peers by +170pp clears the 65pp threshold comfortably, so no TSR concern applies.
Director since 2005 with substantial financial, accounting and senior executive experience; the proxy notes his son is employed at a non-management level at Quanta, which the board evaluated and deemed not material to independence, and no policy flag requires a vote against on that basis alone; PWR's strong TSR record clears all thresholds.
New nominee with no prior board tenure at Quanta; exempt from the TSR trigger as a first-time nominee; brings relevant energy industry, operational, and financial expertise as current CEO of Sunoco LP.
Director since July 2021; PWR's 3-year outperformance of peers by +170pp far exceeds the 65pp trigger threshold, so no TSR concern applies, and her energy-sector executive background is directly relevant to Quanta's business.
Director since May 2024, giving her less than 24 months of tenure and exempting her from the TSR trigger; brings relevant technology, cybersecurity, and operational expertise from large publicly traded companies.
Director since July 2022; PWR's 3-year outperformance of peers by +170pp far exceeds the 65pp trigger threshold, so no TSR concern applies; serves as a sitting CEO of Flowserve but holds only one outside public board seat (Quanta), which is within the policy limit of two.
Director since October 2019 with extensive energy industry executive and legal background; PWR's 3-year outperformance of peers by +170pp far exceeds the 65pp trigger threshold, and no other policy flags apply.
All ten director nominees receive a FOR vote. PWR's 3-year total shareholder return of +270% outperforms the company-disclosed peer group median of +100% by +170 percentage points, which is well above the 65pp threshold required to trigger a vote against directors under the strong-positive TSR band. Two directors (Baxter and dePass Olsovsky) joined in May 2024 and are exempt from the TSR trigger due to tenure under 24 months. New nominee Joseph Kim is also exempt as a first-time nominee. No overboarding, independence, attendance, or familial relationship flags were identified for any nominee.
Say on Pay
✓ FORCEO
Earl C. Duke Austin, Jr.
Total Comp
$15,699,684
Prior Support
93%%
CEO total compensation of approximately $15.7 million is reasonable for the head of a company with an $88 billion market cap, record revenues of $28.5 billion, and exceptional stock performance — PWR's 3-year return of +270% outpaced its peer group median by +170 percentage points, meaning above-benchmark incentive pay is clearly justified by shareholder outcomes. The pay structure is well-designed: 70% of the CEO's equity is tied to measurable 3-year performance goals (return on invested capital, cumulative earnings per share, and relative total shareholder return), with the remaining 30% in time-vested restricted stock, resulting in the large majority of total pay being variable and performance-linked. The prior year say-on-pay vote received 93% support, the company maintains a meaningful clawback policy, and no policy triggers for a vote against are present.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$8,890,022
Non-Audit Fees
$192,132
Non-audit fees (audit-related fees of $30,000 plus all other fees of $162,132, totaling approximately $192,132) represent about 2.2% of audit fees of $8,890,022, which is well below the 50% threshold that would raise independence concerns. PricewaterhouseCoopers is a Big 4 firm fully appropriate for a company of Quanta's scale. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire and we default to FOR per policy. No material restatements were identified.
Overall Assessment
Quanta Services' 2026 annual meeting ballot contains three standard proposals: director elections, say-on-pay, and auditor ratification. All proposals receive a FOR vote — the company's exceptional stock performance, well-structured performance-linked executive pay program, and clean auditor fee profile give rise to no policy-based concerns on any proposal.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing