Jayshree S. Desai
Chief Financial Officer at PWR
Executive
About Jayshree S. Desai
Jayshree S. Desai, age 53, is Quanta Services’ Chief Financial Officer (CFO) since July 2022, following service as Chief Corporate Development Officer from January 2020 to July 2022. She holds a BBA and MBA and has deep operating and finance leadership across renewable energy and transmission development, including capital allocation, strategic planning, and full finance scope. Under her tenure, Quanta reported record 2024 results: revenues $23.67B (+13% YoY), net income attributable to common stock ~$904.8M (+21% YoY), and operating cash flow $2.08B (+32% YoY), while 2022–2024 long-term incentive PSU cycle paid 189.9% with relative TSR averaging between the 50th–75th percentile against the index and strong ROIC/capital efficiency outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Quanta Services | Chief Corporate Development Officer | Jan 2020–Jul 2022 | Corporate development; strategic initiatives; capital allocation |
| ConnectGen LLC | President & Director | Jul 2018–Dec 2019 | Organizational management; business strategy; capital allocation |
| Clean Line Energy Partners LLC | Chief Operating Officer | Jan 2010–Jul 2018 | Strategic planning; finance & capital management; HR oversight |
| Horizon Wind Energy (EDP Renewables NA) | Chief Financial Officer | 2002–2010 | Finance, accounting, tax, treasury, IT leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| TPI Composites, Inc. (public) | Director | Since Oct 2017 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 553,890 | 735,000 | 809,250 |
| Perquisites/All Other Compensation ($) | 77,396 | 67,346 | 75,745 |
| Notes | – | – | 2024 perqs included $23,953 for tax/financial services; 401(k) match $15,525; NQDC match $31,845; supplemental insurance $4,134; identity theft $288 |
Performance Compensation
Short‑Term Incentive (2024 AIP)
| Item | Detail |
|---|---|
| Target % of base | 110% (Target $900,900) |
| Metrics & weight | AIP Adjusted EBITDA (60%), AIP Adjusted EBITDA margin (20%), Safety Performance Improvement (20%) |
| Targets | EBITDA payout scale: $2,195.9M = 100%; margin target 9.50% = 100%; safety improvement target 10% = 100% |
| Actual performance | EBITDA $2,163.8M = 88.4% achievement; margin 9.64% = 128.3%; safety below threshold = 0% |
| Overall payout | 78.7%; Ms. Desai earned $709,008 |
Long‑Term Incentive Design and 2024 Grants
| Component | Weight | 2024 Grant Detail |
|---|---|---|
| PSUs (3‑yr performance, cliff vest) | 60% | Target $1,719,900; 7,853 PSUs granted; metrics: ROIC+relative TSR (65%), capital efficiency (15%), auto claims rate (10%), composite driver safety (10%) |
| RSUs (time‑based vest) | 40% | Target $1,146,600; 5,235 RSUs; vest in equal installments over 3 years |
2022–2024 PSU Cycle (certified Mar 2025)
| Metric | Outcome | Achievement % |
|---|---|---|
| 3‑yr average ROIC & consistency | Above max; all years > threshold | 150% |
| Relative TSR vs S&P index | 50th–75th percentile | 49.5% added |
| Capital efficiency | Above target | 200.0% |
| Fleet idle time | ~0.476 | 101.7% |
| Composite driver safety | ~0.407 | 200.0% |
| Combined weighted payout | – | 189.9% |
| Ms. Desai PSUs earned | Target 7,721 granted in 2022; 14,662 earned & vested |
RSU Vesting Schedules (as of 12/31/2024)
| Grant | Unvested units | Vest dates |
|---|---|---|
| Mar 2024 RSUs | 5,235 | 1,745 on Mar 4, 2025; 1,745 on Mar 4, 2026; 1,745 on Mar 4, 2027 |
| Mar 2023 RSUs | 3,968 | 1,984 on Mar 9, 2025; 1,984 on Mar 9, 2026 |
| Jul 2022 RSUs | 1,052 | Jul 18, 2025 |
| Mar 2022 RSUs | 663 and 1,611 | Vested Mar 4, 2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 36,787 shares (<1% of class) |
| Unvested RSUs (as of 12/31/2024) | 663; 1,611; 1,052; 3,968; 5,235 (see schedules above) |
| Target PSUs outstanding (unearned) | 8,930 (2023 cycle target); 7,853 (2024 cycle target); aggregate PSUs excluded from beneficial ownership disclosure: 24,304 units |
| Ownership guidelines | CFO: 3x base salary; all executive officers in compliance as of 12/31/2024 |
| Pledging/Hedging | Anti‑pledging (pre‑clearance required) and anti‑hedging policies for directors and executive officers |
Employment Terms
- Agreement structure: Initial one‑year term with automatic one‑year renewals unless non‑renewal notice ≥6 months prior .
- Restrictive covenants: Non‑compete and non‑solicit apply during employment and for 1–2 years post‑termination (duration varies by termination circumstances), plus confidentiality and non‑disparagement .
- Severance (non‑CIC qualifying termination): Lump sum 18 months of base salary, pro‑rated annual bonus (actual performance), up to 18 months health benefits, up to $20,000 outplacement; time‑based equity accelerated per service tenure; performance awards may remain outstanding per terms .
- CIC within 24 months + qualifying termination: Lump sum 30 months base salary + 250% of target bonus + pro‑rated target bonus; up to 30 months health benefits; full accelerated vesting of outstanding equity .
- Clawbacks: Standalone policy and NYSE/SEC‑mandated recovery policy; incentive awards subject to recoupment on restatement/misconduct; restrictive covenant violations subject to recovery .
- No excise tax gross‑ups; “best‑net” reduction approach applies .
Estimated Potential Payments (as of 12/31/2024)
| Scenario | Severance ($) | Welfare benefits ($) | Equity benefit ($) | Total ($) |
|---|---|---|---|---|
| Death | – | – | 9,264,058 | 9,264,058 |
| Disability | – | – | 9,264,058 | 9,264,058 |
| Termination without cause (no CIC) | 1,957,508 | 30,434 | 9,262,313 | 11,250,255 |
| Good reason (no CIC) | 1,957,508 | 30,434 | 9,262,313 | 11,250,255 |
| CIC (no termination) | – | – | 5,127,595 | 5,127,595 |
| Termination within 24 months after CIC | 5,220,650 | 53,112 | 9,264,058 | 14,537,820 |
Performance & Track Record
| 2024 Company Highlights | Value |
|---|---|
| Revenues | $23.67B (+13% YoY) |
| Net income attributable to common | ~$904.8M (+21% YoY) |
| Net cash from operating activities | $2.08B (+32% YoY) |
| AIP overall achievement | 78.7% (EBITDA + margin strength; safety below threshold) |
| 2022–2024 PSU cycle | 189.9% payout; ROIC max; capital efficiency 200%; TSR 50th–75th percentile |
Compensation Structure Analysis
- Cash vs equity mix: 2024 target long‑term equity increased to 350% of base salary for CFO; equity remains majority of total direct compensation at target, with PSUs at 60% (performance‑based) and RSUs at 40% (retention) .
- Performance metrics tightening: 2024 annual and long‑term targets “meaningfully increased” over prior years; AIP tied to EBITDA/margin/safety; LTIP tied to ROIC+TSR, capital efficiency, and fleet safety/claims — aligned to profitability, capital discipline, and operational safety .
- Governance safeguards: Double‑trigger equity vesting for awards granted after Aug 2023 in non‑cash CIC deals; anti‑hedging/pledging; clawbacks; no gross‑ups .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: Over 93% support at 2024 annual meeting; committee retained structure given alignment and performance .
- Engagement: Ongoing investor outreach on compensation metrics and governance; feedback informs program evolution .
Investment Implications
- Alignment: CFO’s pay emphasizes multi‑year ROIC, capital efficiency, and safety, with significant at‑risk PSUs; ownership guidelines (3x salary) and anti‑hedging/pledging strengthen alignment and reduce misaligned risk .
- Retention risk: Strong equity mix and vesting schedules (PSUs cliff after 3 years; RSUs over 3 years) support retention; CIC protections are robust but shareholder‑friendly (double‑trigger; no excise gross‑ups) .
- Trading signals: 2022–2024 PSU payout at 189.9% and high vesting value realization indicate strong multi‑year execution; AIP safety underperformance in 2024 is a watchpoint for operational risk, though EBITDA/margin were strong .
- Benchmarking: Compensation calibrated to peer data (FW Cook), with increased 2024 targets; continued emphasis on ROIC and capital discipline likely supportive of long‑term TSR if execution persists .