R. Scott Rowe
Director at PWR
Board
About R. Scott Rowe
Independent director since July 2022; age 54. Currently President, Chief Executive Officer and Director of Flowserve Corporation (since April 2017) with prior senior leadership at Cameron (pre-acquisition) and Cameron Group of Schlumberger, and former U.S. Army captain. Education: B.S. in Engineering Management and MBA. Board skills noted include industry experience, risk oversight, operations/strategy, senior leadership, finance/capital allocation, governance/sustainability, and human capital/safety leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron Intl. (pre-SLB acquisition) | President & CEO; President & COO; Division President; Director | 2014–2016 (various roles), Division President 2008–2014 | Senior leadership across energy industry equipment; operational depth |
| Cameron Group of Schlumberger | President | 2016–2017 | Oversight in large energy technology enterprise |
| United States Army | Captain | Prior service | Leadership and discipline credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flowserve Corporation | President, Chief Executive Officer and Director | Apr 2017–present | Public company board; relevant energy infrastructure expertise |
Board Governance
- Independence: The Board determined all current directors other than the CEO are independent under NYSE standards and Quanta’s guidelines; Rowe is listed as independent and serves only as a non-management director .
- Committee Assignments: Chairman of the Compensation Committee; Member of Governance and Nominating Committee. Compensation Committee met 6 times in 2024; Governance and Nominating met 5 times in 2024 .
- Attendance: In 2024 the Board held 4 meetings; each director attended every Board meeting and at least 75% of their committee meetings. All director nominees attended the annual meeting .
- Engagement: Non-management directors meet in executive session at each regularly scheduled Board meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $145,000 | Rowe’s cash compensation for 2024 |
| Stock Awards (RSUs, 2024 grant-date fair value) | $176,293 | Based on ASC 718; 20-day average closing price used to determine RSUs; typical unvested RSUs for non-employee directors 622 shares as of 12/31/2024 |
| Total (2024) | $321,293 | Sum of cash and equity |
| Standard Annual Board Cash Retainer | $105,000 | 2024 program; increases to $120,000 effective May 22, 2025 |
| Standard Annual RSU Award (non-employee director) | $165,000 | 2024 program; increases to $180,000 effective as of the 2025 Annual Meeting |
| Committee Membership Retainers | Audit $15,000; Comp $10,000; Governance $10,000; Investment $10,000 | Per committee |
| Committee Chair Supplements | Audit $25,000; Comp $20,000; Governance $20,000; Investment $20,000 | Rowe receives Comp Chair supplement |
| Meeting Fees | Only from 10th+ meeting in a service year: Board in-person $2,000; telephonic $1,000; Committee in-person $1,000; telephonic $500 | Extraordinary meeting activity only |
| Annual Director Compensation Limit | $500,000; $750,000 for Chairman/Lead Director or first-year director | Under the 2019 Omnibus Plan |
- Deferred Compensation: Directors may elect by Dec 31 to defer a portion of annual cash retainers and RSUs for the following year; cash deferrals credited to a deemed investment account (non–above-market); RSU deferrals credited with dividend equivalents; distributions upon leaving the Board, elected date, unforeseen emergency, or change in control .
Performance Compensation
| Element | Metrics | Vesting/Triggers | Notes |
|---|---|---|---|
| Director RSUs | None disclosed for directors (time-based awards) | Generally vest in full at conclusion of director service year; double-trigger vesting for equity awards granted after Aug 2023 in certain change-in-control scenarios | Directors receive time-based RSUs; no performance metrics tied to director equity; prohibition on repricing; options SARs at/above FMV |
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Flowserve Corporation | Director and CEO | No compensation committee interlocks disclosed for any member, and no related party transactions disclosed involving Rowe; comp committee report signed by Scott Rowe as Chair . |
- Board time commitment policy: CEOs of other public companies should not serve on more than three public company boards (including Quanta). Audit Committee members should not serve on more than three audit committees. The Board determined no director has time commitments that prevent proper discharge of duties .
Expertise & Qualifications
- Leadership and operational experience as public-company CEO, governance knowledge, human capital oversight, energy industry technical expertise, finance/accounting/capital allocation .
- Qualifications align to Quanta’s strategic needs and risk oversight framework .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 2,709 | Apr 3, 2025 | Includes deferred RSUs/PSUs; percent of class below 1% (*) |
| Deferred Units | 971 | Apr 3, 2025 | Units deferred under Quanta plans |
| Unvested RSUs | 622 | Dec 31, 2024 | Typical unvested award count for non-employee directors; Beneby held 998 due to Chairman supplement |
| Ownership Guidelines | 5x annual Board cash retainer | As of Dec 31, 2024 | All non-employee directors compliant; specifically Rowe exceeded prescribed level |
| Hedging/Pledging | Prohibited absent pre-clearance (pledging); hedging prohibited | Policy | Anti-hedging/pledging policy for directors; no pledged shares disclosed for Rowe |
Fixed Compensation (Structure Reference)
| Program Feature | Detail |
|---|---|
| RSU Settlement | Settled in shares; up to 50% may be settled in cash if in compliance with ownership guidelines at settlement and expected to remain so |
| RSU Vesting on Exit | Certain unvested RSUs vest in full upon conclusion of service year or termination date in specified board exit scenarios (e.g., not nominated, retirement, director resignation at company’s convenience) |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with clear remit over incentive plans, employment agreements, risk-linkage in comp, and clawback administration; committee met 6 times, indicating active oversight; no compensation committee interlocks or related-party transactions involving Rowe disclosed .
- Alignment: Exceeds 5x retainer ownership guideline; anti-hedging/pledging and meaningful annual compensation limit for directors; equity for directors is time-based with robust plan protections (no repricing, options/SARs at FMV, double-trigger for change in control) .
- Potential Risks: External CEO role at Flowserve implies high time demands; however, Board policy on outside boards/time commitments and current assessment indicates adequate capacity; no Flowserve-related transactions disclosed with Quanta, reducing conflict risk at present .
- Engagement: Perfect Board meeting attendance across directors and strong executive session practice support board effectiveness; Rowe signs the Compensation Committee Report, evidencing direct accountability for pay-for-performance program governance .
RED FLAGS: None disclosed specific to Rowe (no related-party transactions, no hedging/pledging, compliant ownership). Broader related-party exposures noted for certain executives (e.g., leases and services with entities affiliated with Austin, Probst, Studer) are overseen by the Audit Committee; not attributable to Rowe .