Jo-ann M. dePass Olsovsky
Director at PWR
Board
About Jo-ann M. dePass Olsovsky
Independent director of Quanta Services (PWR), age 60, serving since May 2024 with committee roles on Compensation and Investment . She is a former Executive Vice President and Chief Information Officer at Salesforce (2018–2022) and earlier CIO at BNSF Railway (2006–2018); her core credentials include large-scale IT leadership, cybersecurity oversight, risk management, operations/strategic planning, supply chain/logistics, and human capital management . Education: B.S. in Business Management, MBA, and a master’s degree in Project Management . The Board has determined she is independent under NYSE standards and Quanta’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce, Inc. | Executive Vice President & Chief Information Officer | Feb 2018 – Aug 2022 | Led IT, advanced technologies, large-scale systems implementation; cybersecurity management; risk oversight; M&A system integration |
| BNSF Railway | Senior VP & Chief Information Officer; prior leadership roles | 2006 – 2018 | Supported telecommunications, field operations, global network infrastructure risk oversight; supply chain/logistics expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Canadian National Railway Company | Director | Oct 2021 – present | Public company directorship; freight railway with operations in Canada, U.S., Mexico |
Board Governance
- Committee memberships: Compensation Committee member; Investment Committee member .
- Committee chairs: Compensation Committee chaired by R. Scott Rowe; Investment Committee chaired by Vincent D. Foster .
- Independence: Board determined all current directors other than the CEO are independent, including Ms. dePass Olsovsky, with categorical independence standards posted in Corporate Governance Guidelines .
- Attendance: In 2024 the Board held four meetings; each director attended every Board meeting and at least 75% of the meetings of committees on which they served .
- Executive sessions: Non-management (independent) directors meet in executive session at each regularly scheduled Board meeting .
- Board leadership: Independent non-executive Chairman of the Board (Doyle N. Beneby) appointed in May 2024; roles of Chairman and CEO are separated .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Board annual cash retainer | $105,000 |
| Committee membership fees (Compensation + Investment) | $20,000 ($10,000 each) |
| Fees earned or paid in cash (total) | $125,000 |
| Annual RSU award (grant-date fair value) | $176,293 |
| Total 2024 director compensation | $301,293 |
- Program features: No meeting fees unless ≥10th meeting in a director service year; fee schedule for extraordinary activity specified . Director compensation is set to be market competitive and equity-heavy; no additional pay for employee directors .
- Prospective changes: Effective May 22, 2025, Board cash retainer increases to $120,000 and annual RSU award to $180,000 (Chairman receives additional $200,000, half cash/half RSUs) .
- Annual limit: Non-employee director compensation capped at $500,000 per year; up to $750,000 for a newly elected director or Chairman/Lead Director .
Performance Compensation
| Equity Instrument | Grant Value | Units (Unvested as of 12/31/2024) | Vesting/Settlement | Performance Metrics |
|---|---|---|---|---|
| RSUs | $176,293 | 622 shares | RSUs generally vest in full at conclusion of the director service year; directors may elect to settle up to 50% in cash if in compliance with ownership guidelines | None; time-based RSUs for directors (no performance conditions) |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Committee Positions Elsewhere | Notes |
|---|---|---|---|
| Canadian National Railway Company | External public board | Not disclosed | No related-party conflicts disclosed with Quanta; independence affirmed |
| Compensation Committee Interlocks | None disclosed for Quanta’s Compensation Committee; no insider participation by committee members | N/A | No cross-compensation committee relationships disclosed involving Quanta’s executives and other companies’ committees |
Expertise & Qualifications
- Cybersecurity/information security oversight; IT systems governance .
- Risk oversight of critical global networks and infrastructure; M&A systems integration .
- Operations and strategic planning leadership across regulated industries .
- Supply chain and logistics experience; human capital/safety leadership .
- Education: B.S. Business Management; MBA; Master’s in Project Management .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of April 3, 2025) | 622 shares; <1% of class (148,263,631 shares outstanding) |
| Unvested RSUs held (as of Dec 31, 2024) | 622 shares (standard annual director grant) |
| Stock ownership guideline | 5x annual Board cash retainer; 5-year accumulation period from fiscal year-end following initial election |
| Compliance status | Making ratable progress toward guideline (elected May 2024) |
| Hedging/pledging | Hedging prohibited; pledging prohibited absent pre-clearance and demonstration of capacity to repay without resorting to pledged securities |
Governance Assessment
- Positive signals:
- Independence affirmed; no material relationships disclosed for Ms. dePass Olsovsky .
- Strong attendance: directors attended all Board meetings and ≥75% of their committee meetings in 2024; Board met four times .
- Governance quality: anti-hedging/pledging policies; clawback policies (NYSE/SEC-compliant) .
- Ownership alignment: meaningful director stock ownership guidelines; RSU-based compensation and clear vesting terms .
- Compensation oversight: Compensation Committee composed entirely of independent directors; no interlocks/insider participation .
- Shareholder support context: 2024 say‑on‑pay received over 93% approval (signals broader investor confidence in pay programs) .
- Potential conflicts/RED FLAGS:
- None disclosed specific to Ms. dePass Olsovsky (no related-party transactions involving her; independence confirmed) .
- Anti-pledging and anti-hedging policies reduce alignment risks; no hedging/pledging exceptions disclosed for her .
Implication for board effectiveness: Ms. dePass Olsovsky adds deep CIO-level cybersecurity and operations expertise to Compensation and Investment committee oversight, with clean independence status, solid attendance practices, and equity-aligned pay—supporting investor confidence in governance and risk oversight .