Bernard Fried
About Bernard Fried
Independent director at Quanta Services since March 2004; age 68. Principal of BF Consulting; prior CEO of Plastikon Industries and executive chairman roles in energy and pipeline software/services. Education: Bachelor of Engineering and MBA. Serves on Compensation and Investment Committees; classified independent under NYSE standards; attended all Board meetings and at least 75% of applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BF Consulting | Principal | Sep 2011–present | Management advisory; tech and operations oversight |
| Plastikon Industries, Inc. | Chief Executive Officer; Director | Apr 2016–Sep 2017 | Industrial manufacturing leadership |
| OpTerra Energy Group | Executive Chairman | Jun 2012–Feb 2016 | Energy efficiency services, strategic oversight |
| Energy Solutions International | Executive Chairman | Mar 2011–May 2015 | Pipeline industry software; risk/IT oversight |
| Siterra Corporation | Chief Executive Officer & President | May 2005–Mar 2011 | Software services; operations and strategic planning |
| Citadon, Inc. | Chief Executive Officer & President | 2001–Nov 2003 | Software services; finance/IT |
| Bechtel Enterprises, Inc. | Chief Financial Officer & Managing Director | 1997–2000 | Large-project construction; capital allocation |
External Roles
No current public company directorships disclosed in the 2025 proxy for Mr. Fried .
Board Governance
- Committee assignments: Compensation Committee member; Investment Committee member; not a chair .
- Independence: Board determined all directors other than CEO are independent under NYSE standards; no material relationships cited for Fried .
- Attendance and engagement: Board met 4 times in 2024; each director attended every Board meeting and at least 75% of their committee meetings; all nominees attended prior annual meeting .
- Executive sessions: Non-management independent directors meet in executive session at each regular Board meeting .
- Anti-hedging/pledging: Company prohibits hedging; pledging requires pre-clearance and demonstration of ability to repay without resorting to pledged securities .
- Governance structure: Independent Chairman (not CEO); strong governance practices including majority voting and director resignation policy .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Board annual cash retainer | $105,000 | Increased prospectively to $120,000 effective May 22, 2025 |
| Committee membership cash retainer | Audit $15,000; Compensation $10,000; Governance & Nominating $10,000; Investment $10,000 | Per committee, paid annually |
| Committee chair cash supplement | Audit $25,000; Compensation $20,000; Governance & Nominating $20,000; Investment $20,000 | Not applicable to Fried in 2024 |
| Chairman of Board additional comp | $200,000 (50% cash / 50% RSUs) | Not applicable to Fried |
| Meeting fees (beyond 10th per service year) | $2,000 in-person board; $1,000 telephonic board; $1,000 in-person committee; $500 telephonic committee | Extraordinary meeting activity only |
| Fried – Fees earned in cash (2024) | $125,000 | Reflects board + committee roles |
Performance Compensation
Directors receive RSUs annually at the meeting; RSUs generally vest at conclusion of the director service year; unvested RSUs for departing directors may vest per policy. Annual RSU grant value $165,000 in 2024; increased prospectively to $180,000 effective May 22, 2025. Fried’s 2024 stock awards grant-date fair value: $176,293 .
| Metric | Program Design |
|---|---|
| Director equity | Annual RSUs vest at end of service year; settlement in shares (up to 50% in cash if in compliance with ownership guidelines) |
| Dividend equivalents | Not paid on unvested awards; forfeited if awards do not vest |
| Clawbacks | Incentive compensation subject to recovery under clawback policies; Dodd-Frank compliant Recovery Policy |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no insider participation; members were independent .
- Compensation consultant: FW Cook engaged; independence assessed; no conflicts .
Expertise & Qualifications
- Skills: Industry experience; risk oversight; operations/strategic planning; senior leadership; finance/accounting/capital allocation; cybersecurity/information security .
- Education: Bachelor of Engineering; MBA .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 40,849 shares (includes various forms) |
| Deferred units (RSUs/PSUs in deferral) | 23,681 units included in beneficial ownership |
| Family holdings (shared voting/investment power) | 16,493 shares included in beneficial ownership |
| Unvested RSUs (as of 12/31/2024) | 622 shares (each non-employee director) |
| Ownership as % of shares outstanding | <1% (“*” indicated) |
| Ownership guidelines compliance | Directors must hold 5x annual cash retainer; Fried exceeded prescribed level as of 12/31/2024 |
Say-on-Pay & Shareholder Feedback
- 2025 advisory vote on executive compensation: For 108,939,966; Against 7,703,334; Abstentions 783,820; broker non-votes 10,282,625 .
- 2024 say-on-pay support exceeded 93% per proxy summary; ongoing engagement on governance and compensation topics .
Director Election Support (2025)
| Nominee | For | Against | Abstain/Withhold | Broker Non-Votes |
|---|---|---|---|---|
| Bernard Fried | 112,228,546 | 4,612,548 | 586,026 | 10,282,625 |
Related Party Transactions & Conflicts
No related party transactions disclosed involving Bernard Fried or his immediate family. Company maintains written policy requiring Audit Committee approval for related party transactions ≥$120,000 and review for market terms; several transactions disclosed for other executives, none for Fried .
Governance Assessment
- Positive signals: Long tenure with independent status; full attendance; meaningful equity ownership exceeding guidelines; strong director election support; no related-party transactions; anti-hedging/pledging protections; clawback policies in place .
- Committee effectiveness: Active member on Compensation and Investment Committees; Compensation Committee uses independent advisor (FW Cook) and reports no interlocks; aligns with best practices .
- Compensation alignment: Balanced director pay with majority equity, increasing retainer and RSU values to market median; annual cap of $500k (higher only for new directors or chair/lead director) mitigates inflation risk .
RED FLAGS: None disclosed for Fried (no related-party ties, no attendance issues, not a chair driving potentially contentious practices). Continuous monitoring of director equity deferrals and anti-pledging pre-clearances recommended to ensure guideline adherence .