Gerald A. (BJ) Ducey, Jr.
About Gerald A. (BJ) Ducey, Jr.
Gerald A. (BJ) Ducey, Jr. is 49 and serves as President – Strategic Operations at Quanta Services (PWR) since May 2023, after roles as SVP – Operations (2017–2023) and other Quanta management positions (2012–2017). He previously served as VP – Operations & Business Development at Dashiell Corporation (a Quanta operating company) from 2006–2012 and holds a BS in Mechanical Engineering and an MBA . Quanta’s 2024 performance included record revenues of $23.67B, net income of ~$904.8M, and cash from operations of $2.08B; the annual incentive plan paid at 78.7% of target, and the 2022–2024 PSU cycle achieved 189.9% of target, reflecting strong ROIC, capital efficiency, and safety outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quanta Services | President – Strategic Operations | May 2023–Present | Oversees strategic operations across business segments |
| Quanta Services | SVP – Operations | May 2017–May 2023 | Senior operating leadership; execution and performance oversight |
| Quanta Services | Various management roles | Jan 2012–May 2017 | Progressive operational leadership within Quanta |
| Dashiell Corporation (Quanta operating company) | VP – Operations & Business Development | Aug 2006–Jan 2012 | Led operations and business development |
External Roles
- Not disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 650,000 | 726,250 |
| Base Salary Rate ($) | 700,000 (rate; pre-increase) | 735,000 (5% increase) |
| All Other Compensation ($) | 92,403 | 98,076 |
Perquisite and benefits detail (2024):
- 401(k) match $15,525; NQDC company match $54,869; identity theft protection $288; perquisite allowance items $25,000 (club dues $19,450; tax planning $5,550); supplemental insurance premiums $2,394 .
Deferred compensation (2024):
- Deferred salary $43,575 and deferred cash incentive $28,922; company NQDC match $42,820; aggregate 2024-year-end balance $1,268,297 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Component | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| AIP Adjusted EBITDA | 60% | $2,195.9M | $2,163.8M (88.4%) | Interpolated to component payout |
| AIP Adjusted EBITDA Margin | 20% | 9.50% | 9.64% (128.3%) | Above target component payout |
| Safety Performance Improvement | 20% | +10% improvement | Below threshold (0%) | 0% for component |
| Overall AIP Achievement | — | — | — | 78.7% |
| Metric | 2023 | 2024 |
|---|---|---|
| Target Bonus (% of Base) | — | 100% |
| Target Bonus ($) | — | 735,000 |
| Actual AIP Paid ($) | 880,600 | 578,445 |
AIP definitions and reconciliation are provided in Appendix A of the proxy .
Long-Term Incentive Plan (LTIP)
2024 LTIP target: 225% of base salary, allocated 60% PSUs and 40% RSUs .
| Component | Weight | Grant (3/4/2024) | Vesting/Performance |
|---|---|---|---|
| PSUs | 60% | $992,250; 4,530 PSUs | 3-year cliff vest (2024–2026); goals: ROIC+relative TSR (65%), capital efficiency (15%), auto claims rate (10%), composite driver safety (10%) |
| RSUs | 40% | $661,500; 3,020 RSUs | Vest in equal annual installments over 3 years (2025/2026/2027) |
Completed cycle results (2022–2024 PSUs – certified March 2025):
| Metric | Weight | Target vs Actual | Achievement |
|---|---|---|---|
| 3-Year Average ROIC + Consistency | 65% | Avg ROIC 11.19% (> max) and all annual ROIC > threshold | 150.0% |
| Relative TSR (vs S&P MidCap 400) | (part of 65%) | Between 50th–75th percentile | 49.5% add-on |
| Capital Efficiency | 15% | 27.68 (17.8% over threshold; 13.2% over target) | 200.0% |
| Fleet Management (Idle Time) | 10% | ~0.476 | 101.7% |
| Composite Driver Safety | 10% | ~0.407 | 200.0% |
| Combined Weighted Achievement | — | — | 189.9% |
PSUs earned & vested (2022 grant, paid in shares upon certification): 8,263 PSUs for Ducey .
Equity Ownership & Alignment
| Ownership View (as of 4/3/2025) | Amount |
|---|---|
| Beneficially owned shares | 18,819 (less than 1% of outstanding) |
| Unvested RSUs outstanding (counts at 12/31/2024) | 966; 3,230; 2,077; 3,020 |
| Unearned PSUs outstanding (max shown at 12/31/2024) | 9,350 (2023 LTI max); 9,060 (2024 LTI max) |
Stock ownership guidelines: 3x base salary for President – Strategic Operations; all executives, including Ducey, were in compliance as of 12/31/2024 . Anti-pledging and anti-hedging policies apply; pledging requires pre-clearance and demonstration of repayment capacity, and hedging is prohibited .
RSU vesting schedule (2024 award detail):
| Vest Date | Shares |
|---|---|
| Mar 4, 2025 | 1,007 |
| Mar 4, 2026 | 1,007 |
| Mar 4, 2027 | 1,006 |
Employment Terms
| Provision | Core Term |
|---|---|
| Agreement | Automatic one-year renewals; includes non-compete (1–2 years post-termination), non-solicit, confidentiality, non-disparagement |
| Severance (no CIC) | 18 months base salary; pro-rated AIP based on actual performance; up to 18 months subsidized health coverage; up to $20,000 outplacement; equity vesting based on service length (acceleration for time-based awards; performance awards remain outstanding for 12–24 months or continue if >10 years service) |
| Change-in-Control (CIC) + Qualifying Termination (double-trigger) | Lump sum: 30 months base salary + 250% of target annual bonus + pro-rated target bonus; up to 30 months subsidized health coverage; up to $20,000 outplacement; full accelerated vesting of all outstanding equity |
| Estimated payouts (illustrative at 12/31/2024) | Termination without cause/good reason: $1,700,945 severance + welfare benefits $37,452 + equity benefit $5,846,293; CIC without termination: equity benefit $3,460,115; CIC+termination: total $8,245,910 (severance + welfare + equity) |
| Clawbacks | Standalone clawback policy and NYSE/SEC-compliant Recovery Policy for erroneously awarded incentive compensation; clawbacks embedded in AIP/LTIP |
| Tax gross-ups | No excise tax gross-ups; best-net provision applies |
Equity vesting on CIC: awards after Aug 2023 require double-trigger if consideration is not solely cash .
Compensation Mix and Governance Signals
| Item | 2023 | 2024 |
|---|---|---|
| LTIP Target (% of base) | 175% | 225% |
| LTIP Structure | PSUs + RSUs; no stock options outstanding or granted | PSUs + RSUs; no stock options |
| Say-on-Pay approval | — | 93% support at 2024 AGM |
Compensation peer group and consultant: FW Cook engaged; benchmarking across engineering/construction/industrial peers (AECOM, EMCOR, Fluor, Jacobs, KBR, MasTec, etc.) .
Investment Implications
- Pay-for-performance alignment: AIP is tied to Adjusted EBITDA, EBITDA margin, and safety; LTIP has 60%–70% performance-based PSUs over three years emphasizing ROIC, relative TSR, capital efficiency, and safety—driving capital discipline and operational excellence .
- Near-term liquidity events: Scheduled RSU vesting in 2025–2027 (1,007/1,007/1,006 shares) and ongoing PSU cycles could create incremental supply; no hedging and restricted pledging mitigate misalignment risks .
- Retention risk: Robust CIC protections (30 months salary + 250% target bonus; full equity acceleration) and annual/semi-annual vesting cadence support retention; clawbacks and ownership guidelines provide counterweights .
- Governance quality: No option repricing, no gross-ups, double-trigger equity post–Aug 2023, independent comp consultant, and strong shareholder support (93% say-on-pay) reflect investor-friendly practices .