Paul M. Nobel

About Paul M. Nobel

Paul M. Nobel is Senior Vice President and Chief Accounting Officer of Quanta Services (PWR), serving in this role since May 2023 after two years as Vice President and Chief Accounting Officer (May 2021–May 2023). He is 57, holds a B.S. in Accounting, and is a Certified Public Accountant, with prior senior accounting leadership roles at Lilis Energy (interim CFO), Kosmos Energy, World Kinect/World Fuel Services, and Deloitte & Touche LLP . Pay-for-performance alignment is reinforced by Quanta’s annual incentive metrics (Adjusted EBITDA, Adjusted EBITDA margin, safety) and multi-year PSU metrics (ROIC improvement with relative TSR, capital efficiency, fleet safety), with the 2022 PSU cycle (for senior leadership) certifying average ROIC of 11.19% and relative TSR between the 50th–75th percentile, driving a 199.5% achievement on the ROIC/TSR goal, plus 200% achievement on capital efficiency and strong fleet safety outcomes .

Past Roles

Organization	Role	Years	Strategic Impact
Quanta Services (PWR)	Senior Vice President & Chief Accounting Officer	May 2023–present	Principal accounting officer overseeing accounting/reporting, tax, FP&A, risk management .
Quanta Services (PWR)	Vice President & Chief Accounting Officer	May 2021–May 2023	Principal accounting officer responsibilities during initial tenure at PWR .
Lilis Energy, Inc.	Interim Chief Financial Officer	Feb 2020–Jul 2020	Finance and treasury leadership during transition, primary responsibility for finance/treasury .
Kosmos Energy Ltd.	SVP & Chief Accounting Officer	Jul 2012–Nov 2019	Led accounting/reporting functions, tax, FP&A, risk management at a public E&P company .
World Kinect (World Fuel Services Corp.)	SVP & Chief Accounting Officer	Jul 2005–Jul 2012	Senior leadership over accounting/reporting in global energy management firm .
Deloitte & Touche LLP	Senior Manager	Not disclosed	Public accounting leadership; foundational technical credentials .

Fixed Compensation

Component	Amount/Term	Notes
Base Salary at Appointment (May 2021)	$420,000	Stated in 8-K appointing Nobel as CAO .
Target Annual Bonus	60% of base salary	Annual incentive target tied to corporate AIP .
Long-Term Target Incentive	80% of base salary	Target equity incentive participation .
Initial RSU Grant	$100,000 fair value	Vests in three equal annual installments; granted under 2019 Omnibus Plan .
Participation in Incentive Plans	Annual and Long-Term Plans	Executive officers participate in 2024 AIP and Sr. Leadership LTIP with metrics and clawbacks .

Performance Compensation

Annual Incentive Plan (AIP) – 2024 Design

Metric	Weighting	Payout Scale (Achievement → Payout)	Design Notes
Adjusted EBITDA	60%	0% if below threshold; linear to 100% at target; up to 200% at maximum	Corporate employees’ AIP metrics set by Compensation Committee; paid in cash .
Adjusted EBITDA Margin	20%	Same scale: 0%–200%	Weighted to balance profitability, not just revenue growth .
Safety	20%	Same scale: 0%–200%	Reinforces operational discipline and sustainability objectives .

Clawback: All incentives subject to clawback per SEC/NYSE and company policy .

Long-Term Incentive Plan (LTIP) – Structure and Metrics

Component	Weight of LTIP	Vesting	Performance Metrics (Weights)
PSUs	60% of LTIP (70% for select NEOs)	Cliff vest at end of 3-year performance period	ROIC improvement plus relative TSR (65%); capital efficiency (15%); auto insurance claims rate (10%); composite driver safety (10%); 0–200% scale .
RSUs	40% of LTIP (30% for select NEOs)	Equal annual tranches over 3 years	Time-based retention awards; dividend equivalents accrue, pay on vest; forfeitable if not vested .

PSU Results – 3-Year Performance Period Ended Dec 31, 2024

Metric	Targeting Approach	Actual Outcome	Achievement/Payout
ROIC improvement + Relative TSR	Average ROIC + quarterly relative TSR vs index	Avg ROIC 11.19%; relative TSR at 50th–75th percentile	Combined achievement 199.5% .
Capital Efficiency	3-year average improvement vs baseline	27.68; +17.8% over threshold; > target by 13.2%	200.0% achievement .
Fleet Idle-Time Improvement	3-year average improvement	~0.476	101.7% achievement .
Composite Driver Safety	3-year average improvement	~0.407	200.0% achievement .

PSUs pay 0–200% of target based on combined weighted results; dividend equivalents paid at settlement of earned PSUs .

Equity Ownership & Alignment

Stock ownership guidelines for executive officers: CEO 5x salary; COO 4x; CFO/Divisional President/President–Strategic Ops/EVP/GC 3x; Other executive officers 1x salary. All executive officers were in compliance and exceeded prescribed levels as of Dec 31, 2024 .
Anti-hedging and anti-pledging: Hedging prohibited; pledging prohibited absent pre-clearance and demonstration of ability to repay without resorting to pledged securities .
Clawbacks: Standalone clawback policy plus NYSE/SEC Section 954-compliant Recovery Policy for erroneously awarded compensation tied to financial measures; applies to executives, with a three-year lookback before restatement disclosure .
RSU and PSU dividend equivalents: RSUs accrue and pay at vesting (forfeitable if not vested); PSUs accrue and pay at settlement of earned PSUs; unearned PSUs do not pay .

Stock Ownership Guidelines

Position	Guideline (Multiple of Base Salary)
Chief Executive Officer	5x
Chief Operating Officer	4x
CFO, Divisional President, President–Strategic Ops, EVP, General Counsel	3x
Other Executive Officers	1x

Employment Terms

Topic	Detail	Source
Appointment & Role	Appointed CAO (principal accounting officer) May 27, 2021; later SVP & CAO (May 2023) .
Employment Agreement	Company stated it will enter into an employment agreement with Nobel on terms similar to other executive officers .
Initial Compensation Terms	Base salary $420,000; annual bonus target 60% of base; long-term target incentive 80% of base .
Initial RSU Award	RSUs with fair value $100,000, vesting in equal annual installments over 3 years .
Perquisites	Executive physical program, perquisite allowance, corporate aircraft usage, identity theft protection/monitoring .
Indemnity Agreement	Company entered into indemnity agreement with Nobel on same terms as other executive officers .
Non-Competition	Executive employment agreements contain non-compete for two years post-employment; non-solicit/confidentiality provisions .
Severance – No CIC	For executive employment agreements: typically two years of base salary upon termination without cause or resignation for good reason (structure per 2021 agreements) .
Severance – With CIC	For executive employment agreements: 3x annual base + 3x the higher of last three years’ highest annual cash incentive or current-year target; welfare benefit continuation up to 3 years (double-trigger framework) .
Good Reason & Vesting Protections	Enumerated good reason triggers include material comp reductions, failure to grant ~90% of average prior equity awards post-CIC, relocation >35 miles, failure of successor to assume obligations; death/disability provisions fully vest equity; severance terms detailed in 2023 employment agreements for named executives .
Change-in-Control Equity Treatment	No single-trigger for awards granted post–Aug 2023; double-trigger vesting applies where consideration is not solely cash .
Related-Party Transactions	No transactions between Nobel and Quanta required to be reported under Item 404(a) .

Performance Compensation – Detailed Mechanics

Metric	Weighting	Targeting Framework	Actuals (latest cycle disclosed)	Payout Formula	Vesting
AIP Adjusted EBITDA	60%	Annual pre-set goals by Comp Committee	Not disclosed for Nobel	0%–200% of target per achievement scale	Cash payout; typically paid in March following performance year .
AIP Adjusted EBITDA Margin	20%	Annual pre-set goals	Not disclosed for Nobel	0%–200%; interpolation allowed	Cash payout .
AIP Safety	20%	Annual safety metrics	Not disclosed for Nobel	0%–200% scale	Cash payout .
PSU ROIC + Relative TSR	65% of PSU	3-year average ROIC with consistency caps; TSR vs S&P 500 Industrials (2024 plan)	Avg ROIC 11.19%; TSR 50–75th percentile → 199.5% combined achievement (2022 cycle)	0%–200%; consistency add-ons with caps .	3-year cliff; earned PSUs settle in stock, dividend equivalents paid at settlement .
PSU Capital Efficiency	15% of PSU	3-year average capital efficiency vs baseline	27.68 → 200% achievement (2022 cycle)	0%–200% with thresholds/targets .	3-year cliff .
PSU Fleet Safety (Idle-Time)	10% of PSU	3-year average idle-time improvement	~0.476 → 101.7% achievement (2022 cycle)	0%–200% scale .	3-year cliff .
PSU Composite Driver Safety	10% of PSU	3-year average composite metric	~0.407 → 200% achievement (2022 cycle)	0%–200% scale .	3-year cliff .

Investment Implications

Pay-for-performance alignment appears strong: AIP ties cash bonuses to profitability and safety, while PSUs drive multi-year ROIC/TSR and capital efficiency; recent cycle outcomes show high achievement on ROIC/TSR and capital efficiency, aligning equity payouts with value creation .
Retention risk mitigated: RSUs vest over three years; PSUs cliff at three years; stock ownership guidelines require meaningful holdings and executives were in compliance as of year-end 2024, with anti-hedging/pledging and robust clawbacks further aligning incentives with shareholders .
Severance/change-in-control economics: Based on “similar terms” disclosure, Nobel’s agreement is expected to mirror executive agreements with double-trigger equity treatment and 2x salary (no CIC) or 3x salary plus bonus multiple (with CIC), which is competitive but not excessive (no excise tax gross-ups), and includes non-compete for two years .
Trading signal watchouts: Initial appointment RSUs vest annually over three years beginning 2021/2022; while specific Form 4 data for Nobel was not available here, vesting calendars and dividend equivalents can create pre-planned selling windows; monitor upcoming March vest dates typical for Quanta’s annual grants and PSU settlements to assess potential supply .