Doyle N. Beneby
Chairman of the Board at PWR
Board
About Doyle N. Beneby
Independent Chairman of the Board at Quanta Services (PWR), age 65, serving on the Board since March 2016 and appointed non‑executive Chairman in May 2024 . Former CEO of Midland Cogeneration Venture (2018–2022), CPS Energy (2010–2015), and New Generation Power International (2015–2016), with a background in utilities and energy operations . Education: BS in Engineering and MBA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midland Cogeneration Venture | President & CEO | Nov 2018 – Sep 2022 | Led natural gas cogeneration operations; risk and safety oversight |
| CPS Energy | President & CEO | Aug 2010 – Sep 2015 | Utility leadership, regulatory engagement, capital allocation |
| New Generation Power International | CEO | Oct 2015 – May 2016 | Energy development leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| West Fraser Timber Co. Ltd. | Director | Apr 2023 – Present | Public forestry company |
| Korn Ferry | Director | Sep 2015 – Present | Global organizational consulting |
| Northland Power Inc. | Director | May 2024 – Present | Power producer (TSX‑listed) |
| Capital Power Corp. | Director | May 2012 – Apr 2024 | Independent power generation |
Board Governance
- Role: Independent non‑executive Chairman. Not a standing committee member but attends and participates in committee meetings; coordinates CEO evaluation (with Compensation Committee) and succession planning (with Governance & Nominating), sets Board agendas, leads executive sessions of independent directors, and engages with investors on governance topics .
- Independence: Board determined all current directors other than the CEO are independent under NYSE standards; Beneby is designated independent .
- Meetings and attendance: In 2024 the Board met four times; each director attended every Board meeting and at least 75% of the meetings of committees on which they served. Directors also attended the annual meeting .
- Executive sessions: Non‑management directors meet in executive session at each regularly scheduled Board meeting .
- Engagement: The Board and management contacted stockholders representing ~50% of shares in 4Q24–1Q25 to discuss governance, compensation, and sustainability; the Chairman participates in investor engagement .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board Cash Retainer | $105,000 | Increased 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 |
| Committee Chair Supplement | Audit: $25,000; Compensation: $20,000; Governance & Nominating: $20,000; Investment: $20,000 | Chair fee |
| Chairman of the Board Supplement | $200,000 (50% cash, 50% RSUs) | Pro‑rated if appointed mid‑year |
| Annual Director RSU Grant | $165,000 (value) | Increased to $180,000 effective May 22, 2025 |
| Meeting Fees (beyond 10th) | Board: $2,000 in‑person / $1,000 telephonic; Committee: $1,000 in‑person / $500 telephonic | Only for extraordinary meeting activity |
| Annual Director Compensation Limit | $500,000; $750,000 for Chairman/Lead Director or newly elected director | Plan cap |
2024 actual compensation for Beneby:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $205,000 | $282,863 | $487,863 |
Performance Compensation
Non‑employee directors do not receive performance‑based equity; RSUs generally vest at the end of the director service year. Dividends/dividend equivalents are not paid on unvested awards. No options are granted to directors .
Other Directorships & Interlocks
- Current public company boards: West Fraser Timber Co. Ltd., Korn Ferry, Northland Power Inc. .
- Prior board: Capital Power Corp. (ended Apr 2024) .
- Interlocks/related‑party: The proxy discloses related‑party transactions involving certain executives, but none relating to Beneby; independence affirmed with no material relationships disclosed for him .
Expertise & Qualifications
- Skills: Industry experience; risk oversight and management; operations/strategic planning; senior leadership; regulatory; human capital & safety; governance/sustainability .
- Board leadership: Serves as independent Chairman; coordinates Board processes and CEO evaluation/succession with committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Doyle N. Beneby | 28,787 | Below 1% | Includes RSUs/PSUs deferred only where noted; PSUs excluded unless earned |
| Unvested Director Awards | 998 shares (Beneby) | n/a | Outstanding unvested as of 12/31/24 |
Stock ownership guidelines: Directors must hold stock equal to 5x the annual Board cash retainer; all non‑employee directors were in compliance as of Dec 31, 2024, with Beneby exceeding the prescribed level . Anti‑pledging requires pre‑clearance, and hedging is prohibited .
Governance Assessment
- Board effectiveness: Independent Chair structure (separated from CEO) with strong responsibilities and regular executive sessions supports oversight and CEO evaluation/succession planning .
- Independence & attendance: Independence affirmed; full meeting attendance in 2024; active investor engagement program .
- Pay & alignment: Director pay mix emphasizes equity with plan caps; RSU grants and ownership guidelines align interests; no performance‑based director pay that could distort incentives .
- Policies: Robust clawback, anti‑hedging/pledging, and sustainability‑tied metrics for management compensation (context for governance quality); say‑on‑pay support >93% in 2024 indicates investor confidence in pay practices .
- RED FLAGS: No related‑party transactions or independence exceptions disclosed for Beneby; no hedging/pledging permitted; no delinquent Section 16 filings for directors in 2024 .