Earl C. (Duke) Austin, Jr.
QUANTA SERVICESAbout Earl C. (Duke) Austin, Jr.
Earl C. (Duke) Austin, Jr. (age 55) is President, Chief Executive Officer, Director (since March 2016), and principal operating officer of Quanta Services (PWR). He previously served as COO (2013–Jan 2022), President of Quanta’s Electric Power and Oil & Gas Divisions (2011–2012), and President of North Houston Pole Line (2001–2009). He holds a BA in Business Management and has 30+ years of industry experience focused on power, pipeline, and utility infrastructure execution and safety leadership .
Operationally, Quanta reported record 2024 results (revenue $23.67B; record net income and record operating cash flow), underpinning pay-for-performance outcomes, while multi‑year TSR since 2019 grew an initial $100 to $785.80 in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Quanta Services | Chief Operating Officer | 2013–Jan 2022 | Enterprise‑wide operations leadership and execution |
| Quanta Services | President, Electric Power and Oil & Gas Divisions | 2011–2012 | Oversight of power and pipeline operations |
| Quanta Services | President, Oil & Gas Division | 2009–2011 | Segment leadership in pipeline services |
| North Houston Pole Line (Quanta subsidiary) | President | 2001–2009 | Led specialty contractor in electric and gas infrastructure |
External Roles
| Organization | Role | Years |
|---|---|---|
| Texas State University System Board of Regents | Chairman | Not disclosed |
| Southwest Line Chapter, National Electrical Contractors Association | Director | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,225,342 | 1,287,500 | 1,337,500 |
| Target Annual Bonus (% of salary) | — | — | 150% (Target $2,025,000) |
| Actual Annual Bonus ($) | 2,073,750 | 2,453,100 | 1,593,675 |
| All Other Compensation ($) | 298,769 | 321,330 | 322,780 |
| Perquisites (detail within All Other) | — | — | Corporate aircraft personal use $197,628; club dues $13,955; tax/financial services $11,045 |
Notes: 2024 salary rate increased to $1,350,000 effective 2024; table reflects salary paid in period .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Max | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| AIP Adjusted EBITDA | 60% | $2,013.9M | $2,195.9M | $2,305.7M | $2,163.8M | 88.4% |
| AIP Adjusted EBITDA Margin | 20% | 9.26% | 9.50% | 9.85% | 9.64% | 128.3% |
| Safety Performance Improvement | 20% | 0.0% | 10.0% | 15.0% | Below threshold | 0.0% |
| Overall AIP Achievement | — | — | — | — | — | 78.7% (CEO payout $1,593,675) |
Key 2024 AIP metrics align to profitable growth (Adjusted EBITDA, margin) and safety execution; below‑threshold safety offset strong profit metrics .
Long‑Term Incentive (LTI) – 2024 Grants and Structure
| Component | Weight | Grant details (target) | Vesting / Performance |
|---|---|---|---|
| PSUs | 70% | $7,371,000; 33,656 PSUs granted | 3‑yr cliff; metrics: ROIC improvement + relative TSR vs S&P 500 Industrials (65%); capital efficiency (15%); auto insurance claims rate (10%); composite driver safety (10%); 0–200% payout |
| RSUs | 30% | $3,159,000; 14,424 RSUs granted | 1/3 annually over 3 years (service‑based) |
2022–2024 PSU cycle (certified Mar 2025) paid 189.9% of target; CEO earned and vested 96,399 PSUs for that cycle .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 648,863 shares; <1% of outstanding (148,263,631 shares) |
| Unvested RSUs at 12/31/2024 | 7,251; 12,403; 14,424 (equal installments vest 3/4/2025–3/9/2027) |
| Unearned PSUs outstanding | 2023 LTI: target 43,413 (max 86,826); 2024 LTI: target 33,656 (max 67,312) |
| Near‑term vesting (timing) | 7,251 RSUs (3/4/2025); 6,202 of 2023 grant (3/9/2025); 4,808 of 2024 grant (3/4/2025) |
| 2024 stock vested (value realized) | 117,975 shares; $31,236,701 (includes 2022–2024 PSU vest and RSUs) |
| Ownership guidelines | CEO 5x base salary; all execs in compliance and exceeded required levels as of 12/31/2024 |
| Pledging/Hedging policy | Hedging prohibited; pledging prohibited absent pre‑clearance and proof of capacity to repay; no pledging disclosed for CEO |
Employment Terms
| Scenario | Key economics | Estimated value (12/31/2024) |
|---|---|---|
| Termination without cause / for good reason (no CIC) | Lump sum 24 months base; pro‑rated AIP (actual); medical up to 24 months; outplacement up to $20k; time‑based equity vesting based on service; performance awards eligible for continued vesting per policy | $39,486,743 total (includes equity at target) |
| Change in control (no termination) | Equity treatment per plan (pre‑Aug 2023 awards eligible to vest on CIC; post‑Aug 2023 require double‑trigger unless all‑cash consideration) | $19,932,325 equity |
| CIC + termination without cause / for good reason (double trigger) | Lump sum 36 months base; 300% of target bonus; pro‑rated target bonus; medical up to 36 months; outplacement up to $20k; full accelerated vesting of all equity | $47,369,030 total |
| Restrictive covenants | Non‑compete and non‑solicit generally 1–2 years; no excise tax gross‑ups; “best‑net” 280G cutback |
Note: CEO also became principal operating officer following COO resignation effective Dec 31, 2024 .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 17,073,903,000 | 20,882,206,000 | 23,672,795,000 |
| EBITDA ($) | 1,483,091,000* | 1,706,735,000* | 2,045,370,000* |
Values retrieved from S&P Global.
TSR proxy indicator: $100 invested at 12/31/2019 grew to $785.80 by 12/31/2024; peer group TSR $270.31 over same period . 2024 CD&A highlights “record annual revenues, net income, and operating cash flow” .
Board Governance
- Board service: Director since March 2016; current CEO and Director; not independent. Board has an independent, non‑executive Chairman; roles of Chairman and CEO are separated since 2013, supporting independent oversight .
- Committees: Four standing committees (Audit; Compensation; Governance & Nominating; Investment); CEO is not listed as a member of standing committees .
- Attendance: In 2024, Board held four meetings; every director attended all Board and ≥75% of committee meetings .
- Employee Director pay: Employee directors receive no additional board compensation .
Compensation Structure Analysis
- Mix shifts and risk: Majority of CEO target pay is variable; 70% of LTI in PSUs; time‑based RSUs at 30% (CEO) support retention with measured risk. No stock options are currently used, lowering leverage/downside risk vs options .
- AIP and LTI rigor: 2024 AIP targets increased vs prior year; safety remains a gating/offset factor (0% payout in 2024 for safety metric). 2022–2024 LTI cycle paid 189.9%, driven by ROIC/capital efficiency and safety/fleet metrics with above‑median relative TSR .
- Governance guardrails: No excise tax gross‑ups; robust clawback (policy + Dodd‑Frank‑compliant recovery); anti‑hedging; restricted pledging; double‑trigger for equity granted after Aug 2023 (unless all‑cash deal) .
Related Party Transactions (Governance watch‑outs)
- Family employment: Two daughters‑in‑law employed; each granted RSUs in 2024; compensation disclosed .
- Affiliate services: Delsco Northwest Inc. (related to SAP Holdings LLC owned by Austin/Probst/Studer) engaged Quanta operating companies ($500k in services), and SAP Holdings engaged Quanta subsidiaries ($273k); transactions at market rates under Audit Committee policy .
- Policy & oversight: Related party transactions >$120k require Audit Committee approval; fairness and business rationale reviewed .
Equity Vesting and Potential Selling Pressure
- 2024 realized vesting value was $31.24M on 117,975 shares, indicating meaningful equity conversion; executives may defer settlement per plan (CEO participates in NQDC) .
- Near‑term RSU vesting in Q1 2025 totals 18,261 shares (7,251 + 6,202 + 4,808), with additional tranches scheduled through 2027, implying recurring vest‑related supply, though actual sales depend on personal elections and policy windows .
Compensation Peer Group and Say‑on‑Pay
- Peer group (for benchmarking and LTI TSR): includes AECOM, EMCOR, Fluor, Jacobs, KBR, MasTec, MYR Group, Primoris, Cummins, Eaton, Emerson, Johnson Controls, Dover, Parker‑Hannifin, L3Harris, PACCAR, Westinghouse Air Brake, Textron, Corning, Leidos .
- Say‑on‑Pay support: >93% approval in 2024; program maintained with continued investor outreach .
Board Service History and Dual‑Role Implications
- Austin serves as CEO and Director (since 2016). Independence concerns are mitigated by an independent Chair, regular executive sessions of non‑management directors, majority‑independent Board, and committee oversight (Compensation chaired by an independent director) .
- Committee membership: As an executive, he does not serve on audit/compensation/governance/investment committees, preserving independence for pay and oversight decisions .
Investment Implications
- Alignment and performance: Strong multi‑year TSR and record 2024 operating performance align with above‑target multi‑year PSU outcomes; high at‑risk mix (AIP + PSUs) ties pay to ROIC, margin, capital efficiency and safety—factors supportive of durable returns .
- Retention and supply: Material unvested equity and newly added principal operating officer responsibility suggest retention incentives are robust; however, scheduled RSU/PSU vesting creates periodic potential share supply absent holding/deferral choices .
- Governance risk: Related‑party interactions and family employment are disclosed and policy‑governed; absence of gross‑ups, double‑trigger equity (post‑Aug 2023), anti‑hedging/pledging policies, and strong say‑on‑pay support reduce governance risk premiums .
- Change‑in‑control economics: CIC benefits are sizable (36 months base + 300% bonus + full vest), which can be a consideration in M&A scenarios; no 280G gross‑ups limits shareholder cost .
Appendices
Company Performance (reference)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 17,073,903,000 | 20,882,206,000 | 23,672,795,000 |
| EBITDA ($) | 1,483,091,000* | 1,706,735,000* | 2,045,370,000* |
*Values retrieved from S&P Global.
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