Donald C. Wayne
Executive Vice President and General Counsel at PWR
Executive
About Donald C. Wayne
Executive Vice President and General Counsel of Quanta Services (PWR) since May 2017. Age 58 as of the 2025 proxy; prior roles include SVP/GC/Corporate Secretary at Archrock, Inc. (2015–2017), similar roles at Exterran Holdings and Universal Compression (2006–2015), Vice President & General Counsel at U.S. Concrete (1999–2006), and attorney at Akin Gump; holds a BA, MBA, and JD . Tenure at Quanta is ~8 years; he is part of the executive officer cohort and not a director. Context on company performance tied to executive incentives: Quanta’s pay-versus-performance framework emphasizes AIP Adjusted EBITDA (largest annual component), margin, safety, and ROIC-linked PSUs with relative TSR; 2020–2024 net income and AIP Adjusted EBITDA increased materially, alongside strong cumulative TSR .
Quanta performance benchmarks during Wayne’s tenure:
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cumulative TSR – Value of $100 | $177.74 | $283.50 | $353.32 | $536.01 | $785.80 |
| Peer Group TSR – Value of $100 | $114.86 | $160.00 | $163.33 | $186.32 | $270.31 |
| Net Income ($) | $451,959,000 | $491,983,000 | $511,643,000 | $750,689,000 | $927,283,000 |
| AIP Adjusted EBITDA ($) | $1,065,502,000 | $1,176,043,000 | $1,661,473,000 | $1,930,299,000 | $2,163,804,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quanta Services, Inc. | EVP & General Counsel | 2017–present | Senior legal leadership through multi-year growth and strategic initiatives; executive officer |
| Archrock, Inc. | SVP, General Counsel & Corporate Secretary | 2015–2017 | Led legal affairs for a public energy services company; also director of Archrock GP LLC |
| Exterran Holdings, Inc.; Universal Compression Holdings, Inc. | SVP/General Counsel roles | 2006–2015 | Managed legal/compliance through industry cycles and corporate transitions |
| U.S. Concrete, Inc. | Vice President & General Counsel | 1999–2006 | Public company GC covering finance, M&A, and operations legal support |
| Akin, Gump, Strauss, Hauer & Feld, L.L.P. | Attorney | Pre-1999 | Corporate legal training and practice foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Archrock GP LLC | Director | 2015–2017 | Managing GP of Archrock Partners, L.P. (public MLP) |
Fixed Compensation
Wayne was a named executive officer (NEO) in prior years; most recent NEO disclosures for him are through FY 2021. More recent proxies list him as an executive officer but not an NEO; compensation details for 2022–2024 are not individually disclosed.
| Year | Base Salary ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Stock Awards – PSUs ($) | Stock Awards – RSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2019 | $562,376 | $611,820 | $77,269 | $837,128 | $489,141 | $2,577,734 |
| 2020 | $566,500 | $492,872 | $65,085 | $807,529 | $490,520 | $2,422,506 |
| 2021 | $566,500 | $845,841 | $88,075 | $813,330 | $500,963 | $2,814,709 |
Notes:
- No option awards; Quanta’s LTI mix uses PSUs and RSUs. RSUs vest ratably over three years; PSUs cliff-vest after a 3-year performance period .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes
- Components: AIP Adjusted EBITDA (largest component), AIP Adjusted EBITDA margin (20%), Safety performance (TRIR and LTIR components total 20%). The remainder of the AIP is allocated to Adjusted EBITDA performance; specific percentages by individual are not disclosed, but EBITDA is the primary driver .
- Payout scales and actual performance (company-wide):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|---|
| AIP Adjusted EBITDA Target ($mm) | $1,089.2 target; threshold $980.3; max $1,198.1 | $1,137.4 target; threshold $1,023.7; max $1,251.2 | $1,644.1 target; threshold $1,498.1; max $1,808.5 | $1,881.5 target; threshold $1,747.5; max $1,981.5 |
| AIP Adjusted EBITDA Actual ($mm) | $1,065.5 (Achievement 86.2%) | $1,176.0 (Achievement 152.8%) | $1,661.0 (Achievement 117.6%) | $1,930.3 (Achievement 143.0%) |
| EBITDA Margin Target (%) | 8.53% target; threshold 8.23%; max ≥8.88% | Target not restated in proxy scale table; margin component 20% | 10.13% target; threshold 9.83%; max ≥10.48% | 9.94% target; threshold 9.64%; max ≥10.29% |
| EBITDA Margin Actual (%) | 9.61% (Achievement 200%) | 2021 achievement = 152.8% on EBITDA; margin scale described | Scale described (targets above); actual margin not separately disclosed in text excerpt | Scale described (targets above); actual margin not separately disclosed in text excerpt |
| Safety Metrics (TRIR/LTIR) | Defined; each 10% weighting; formula-based; targets not disclosed here | Safety component refined in program; life-altering events focus | Safety metrics part of AIP (no numeric targets shown) | Safety metrics part of AIP (no numeric targets shown) |
Wayne’s actual AIP payouts (from Summary Compensation Table when an NEO):
| Year | Non-Equity Incentive Paid ($) |
|---|---|
| 2019 | $611,820 |
| 2020 | $492,872 |
| 2021 | $845,841 |
Long-Term Incentive Plan (LTIP)
- Instruments: PSUs (performance-vested, 3-year cliff) tied to ROIC with relative TSR overlay, capital efficiency (property & equipment utilization), and sustainability metrics (driver safety/idling). RSUs vest in three equal annual installments .
- CIC treatment: Awards granted after Aug 2023 are double-trigger for equity acceleration if consideration is not solely cash; earlier awards had single-trigger vesting upon CIC or death per award agreements and plan terms .
- Wayne’s disclosed grants:
| Grant Year | Grant Date | PSU Target (#) | PSU Fair Value ($) | RSU Units (#) | RSU Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2020 | 3/26/2020 | 23,366 | $807,529 | 15,577 | $490,520 | PSUs 3-year cliff; RSUs 3 annual tranches |
| 2021 | 3/25/2021 | 9,001 | $813,330 | 6,001 | $500,963 | PSUs 3-year cliff; RSUs 3 annual tranches |
Additional vesting realizations as context: Wayne acquired 58,279 shares on vesting in 2020 from RSUs and earned PSUs (value realized $4,174,153) .
Equity Ownership & Alignment
- Stock ownership guidelines: General Counsel and Executive Vice President must hold stock equal to 3x base salary. Compliance assessed annually using average closing price; 5-year phase-in for new/changed roles . All executive officers were in compliance and exceeded prescribed levels as of Dec 31, 2024 .
- Anti-pledging/hedging policy: Pledging prohibited absent pre-clearance and proof of capacity to repay without resort to pledged shares; hedging and derivative transactions are prohibited .
- Beneficial ownership: Recent tables list NEOs/directors; Wayne not individually itemized in the 2023–2025 security ownership tables. Executive officers as a group held 1,083,412 shares as of April 3, 2025 (1.1% of outstanding) .
- Equity alignment mechanisms: Significant reliance on PSUs linked to ROIC and relative TSR, plus safety metrics in both AIP and LTIP .
Employment Terms
Key provisions from Employment Agreements (Wayne’s terms historically aligned with the “Jensen/Wayne” category in earlier proxies; program updates reaffirm core severance mechanics):
- Qualifying termination (without cause or for good reason; outside CIC window): Lump-sum cash equal to 2 years of base salary (earlier program), plus pro-rated AIP for the year, and subsidized health coverage (duration per agreement; general framework shifted to 18 months for most NEOs by 2024), with equity vesting nuanced by service tenure (accelerated vesting for time-based awards and continued eligibility windows for performance awards) .
- Change-in-control (CIC) within 12 months and termination (double-trigger severance): Lump-sum equal to 3x base salary plus 3x the higher of the last three years’ highest AIP or current-year target; continuation of medical/dental/vision for three years; treatment of equity aligned with award agreements, with double-trigger vesting for awards granted post-Aug 2023 where consideration is not solely cash .
- Restrictive covenants: Invention assignment, confidentiality, non-disparagement, non-compete, and employee/customer non-solicitation included; severance contingent on release and covenant compliance .
Estimated potential payments (illustrative point-in-time calculations from prior proxies):
| Event (as of date) | Severance ($) | Equity Benefit ($) | Total ($) |
|---|---|---|---|
| Death (12/31/2020) | $0 | $5,310,179 | $5,310,179 |
| Disability (12/31/2020) | $566,500 | $0 | $566,500 |
| Termination without cause (no CIC; 12/31/2020) | $1,133,000 | $0 | $1,133,000 |
| Death (12/31/2021) | $0 | $6,121,353 | $6,121,353 |
| Disability (12/31/2021) | $566,500 | $0 | $566,500 |
| Termination without cause (no CIC; 12/31/2021) | $1,133,000 | $0 | $1,133,000 |
Investment Implications
- Pay-for-performance alignment: Wayne’s incentive mix emphasizes company operating performance (AIP Adjusted EBITDA and margin) and long-term ROIC/relative TSR PSUs, with sustainability-linked safety metrics embedded; this structure ties realized pay to multi-year value creation and capital efficiency .
- Retention and selling pressure: RSUs vest annually over three years, creating natural vesting events that can lead to periodic share settlements/sales. PSUs are cliff-vested after three years, concentrating vesting and potential liquidity needs; anti-hedging/pledging policies mitigate misalignment risk .
- Severance/CIC economics: Two-year salary severance in non-CIC events (historical terms) and 3x salary + 3x bonus under CIC double-trigger provides strong downside protection, which aids retention but can be shareholder-costly in change-of-control scenarios; equity double-trigger post-2023 reduces single-trigger windfalls .
- Ownership alignment: Mandatory 3x salary ownership guideline for GC and confirmation of executive compliance reduce alignment concerns; robust clawback and trading policies further support governance quality .
- Track record context: Company-level net income and AIP Adjusted EBITDA grew significantly from 2020 to 2024 with strong TSR versus peers, aligning with the incentive constructs that shape Wayne’s realized compensation outcomes even though recent individual NEO details for him are limited .