Martha B. Wyrsch
QUANTA SERVICESAbout Martha B. Wyrsch
Independent director of Quanta Services (PWR), age 67, serving since October 2019. Former EVP & General Counsel at Sempra Energy; prior CEO roles in gas transmission and wind power; holds a BA and JD. She chairs Quanta’s Governance & Nominating Committee and serves on the Compensation Committee, bringing legal, regulatory, risk oversight and corporate governance expertise to the board .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sempra Energy | Executive Vice President & General Counsel | Sep 2013 – Mar 2019 | Senior legal and governance leadership at large energy infrastructure company |
| Vestas American Wind Technology | President – North America | 2009 – 2012 | Led wind services operations and strategy in North America |
| Spectra Energy Transmission | President & CEO | 2007 – 2008 | Led natural gas transmission/storage business in U.S./Canada |
| Duke Energy Corporation | President & CEO, Gas Transmission; prior roles | 1999 – 2007 (Gas Tx CEO 2005–2007) | Operational and strategic responsibility in gas transmission |
External Roles
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| First American Financial Corporation | Director | 2018 – present | Financial services; no Quanta disclosed relationship |
| National Grid plc | Director | Sep 2021 – present | Customer of Quanta; board determined relationship not material for independence |
| Spectris plc | Director | 2012 – 2021 | Former director; London-listed specialty instrumentation |
| Noble Energy, Inc. | Director | Dec 2019 – Oct 2020 | Former director; E&P company |
Board Governance
- Independence: Board determined Wyrsch is independent under NYSE standards; considered her National Grid directorship and deemed non-material .
- Committees: Chair, Governance & Nominating; Member, Compensation. Committee meeting counts in 2024: Governance & Nominating (5), Compensation (6) .
- Attendance: In 2024 the Board met 4 times; every director attended every Board meeting and at least 75% of their committee meetings; all nominees attended the annual meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Governance practices: Anti-hedging/anti-pledging, clawbacks, stock ownership guidelines, annual say-on-pay; director compensation cap $500k (higher cap for Chair/Lead Director or first-year director) .
- Stockholder say-on-pay: 93% approval in 2024 .
Fixed Compensation
| Component (2024) | Amount ($) | Basis |
|---|---|---|
| Board annual cash retainer | 105,000 | Standard non-employee director retainer |
| Compensation Committee membership | 10,000 | Annual member fee |
| Governance & Nominating Committee membership | 10,000 | Annual member fee |
| Governance & Nominating Committee chair supplement | 20,000 | Annual chair fee |
| Total cash (matches proxy) | 145,000 | Confirmed in 2024 Director Compensation Table |
- Program change approved for 2025 director year: board cash retainer to $120,000 and annual RSU value to $180,000, effective May 22, 2025 .
Performance Compensation
| Equity Component (2024) | Grant Value ($) | RSU Shares | Vesting/Settlement |
|---|---|---|---|
| Annual RSU grant | 176,293 | 622 | RSUs generally vest at end of director service year; Wyrsch’s 2024 RSUs vested and settled 1:1 into common on June 1, 2025 |
Compensation Committee performance metrics overseen (for NEO pay-for-performance alignment):
| Metric (AIP 2024) | Weight | Target | Actual | Achievement % |
|---|---|---|---|---|
| AIP Adjusted EBITDA ($mm) | 60% | 2,195.9 | 2,163.8 | 88.4% |
| AIP Adjusted EBITDA Margin (%) | 20% | 9.50% | 9.64% | 128.3% |
| Safety Performance Improvement (%) | 20% | 10.0% for 100% payout scale | Below threshold | 0% |
| Overall AIP payout achievement | — | — | — | 78.7% |
| Long-Term Incentive Cycle (2012–2024 tranche measured 2022–2024) | Key Metrics | Result |
|---|---|---|
| PSU plan 2022–2024 | 3-year average ROIC, relative TSR, capital efficiency, driver safety, fleet management | Overall achievement 189.9% (above target) |
Other Directorships & Interlocks
| Relationship | Detail | Independence/Conflict Assessment |
|---|---|---|
| National Grid plc (customer) | Wyrsch is a director at National Grid, a Quanta customer | Board reviewed and deemed non-material; independence affirmed |
Expertise & Qualifications
- Legal/compliance, regulatory, capital allocation, human capital and safety oversight, and corporate governance experience; prior C-suite leadership in utilities and energy; educational credentials include BA and JD .
- Skills matrix highlights: industry experience; risk oversight; operations/strategic planning; senior leadership; finance/accounting; government/regulatory; human capital/safety; legal/compliance; corporate responsibility/sustainability .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Apr 3, 2025) | Unvested RSUs (as of Dec 31, 2024) | Percent of Class |
|---|---|---|---|
| Martha B. Wyrsch | 9,558 | 622 | * (less than 1%; table indicates “*”) |
- Stock ownership guidelines: required to hold stock equal to 5× annual cash board retainer; as of Dec 31, 2024, Wyrsch exceeded prescribed level .
Insider Trades
| Date | Form 4 Action | Security | Shares | Price | Beneficial Holdings After | Notes |
|---|---|---|---|---|---|---|
| Jun 1, 2025 (filed Jun 3, 2025) | RSU vested/settled (Code M) | Common Stock | 622 | $0 | 9,558 | RSUs granted May 24, 2024; settled 1:1 into common stock |
| Nov 14, 2025 (filed Nov 18, 2025) | Gift | Common Stock | 2,000 | $0 | — | Director gift transaction disclosed (details in EDGAR index) |
Governance Assessment
- Strengths: Independent director; chair of Governance & Nominating with active oversight of succession, ESG, board composition and risk management processes . Strong attendance and engagement; stock ownership above guideline; anti-hedging/anti-pledging and clawback frameworks in place; director compensation capped; investor-aligned NEO pay metrics with measured 2024 payout at 78.7% and strong 3-year PSU achievement, signaling disciplined pay-for-performance .
- Potential conflicts: National Grid directorship creates customer interlock; Board assessed and found not material, independence maintained (monitor for changes in National Grid-Quanta dealings) .
- Director compensation/alignment: Cash retainer and committee fees transparently structured; annual RSUs vest with service; ownership exceeds 5× guideline, supporting alignment .
- RED FLAGS: None identified specific to Wyrsch (no related-party transactions disclosed for her; no hedging/pledging; high attendance). Company-level related-party leases involve other executives (not Wyrsch) and are disclosed with market-rate assertions .