Warner L. Baxter
QUANTA SERVICESAbout Warner L. Baxter
Independent director at Quanta Services (PWR) since May 2024; age 63. Former Executive Chairman, Chairman, President and CEO of Ameren Corporation; prior CFO of Ameren; earlier career at PricewaterhouseCoopers. Holds a Bachelor of Science in Accounting. Core credentials include senior leadership across regulated utilities, finance/accounting, risk oversight, operations/strategy, government/regulatory affairs, sustainability leadership, and human capital/safety; designated Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameren Corporation | Executive Chairman | Jan 2022 – Nov 2023 | Senior oversight of regulated utility operations |
| Ameren Corporation | Chairman, President & CEO | 2014 – Jan 2022 | Led strategy, operations, regulatory engagement |
| Ameren Corporation | EVP & CFO | 2003 – 2009 | Financial reporting, capital allocation, risk oversight |
| Ameren Missouri (division) | Chairman, President & CEO | 2009 – 2014 | Operational and strategic leadership for Missouri utility |
| PricewaterhouseCoopers LLP | Various roles incl. Senior Manager | 1983 – 1995 | Audit/financial expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WEC Energy Group | Director | Jan 2025 – present | Utility customer of Quanta noted in independence review |
| U.S. Bancorp | Director | 2015 – present | Banking |
| UMB Financial Corporation | Director | 2013 – 2015 | Banking |
| Edison Electric Institute | Chairman (prior Vice Chair) | Chairman: Jun 2022 – Jun 2023 | Industry association leadership |
| Electric Power Research Institute | Chair | Apr 2017 – Apr 2018 | R&D organization leadership |
Board Governance
- Committee assignments: Audit Committee member and designated Audit Committee Financial Expert; Governance & Nominating Committee member .
- Independence: Board determined Baxter is independent under NYSE standards; explicitly considered his WEC Energy Group directorship (customer of Quanta) and deemed not material .
- Attendance: In 2024, the Board met 4 times; each director attended every Board meeting and at least 75% of their committee meetings; all director nominees attended the annual meeting .
- Committee activity: Audit Committee held 8 meetings in 2024; Governance & Nominating Committee held 5 meetings in 2024 .
- Executive sessions: Non-management (independent) directors meet in executive session at each regularly scheduled Board meeting .
Fixed Compensation
Program structure for non-employee directors (effective through 2024):
- Annual cash retainer: Board membership $105,000; committee membership retainer: Audit $15,000, Compensation $10,000, Governance & Nominating $10,000, Investment $10,000; chair supplements: Audit $25,000; other committees $20,000 .
- Equity: Annual RSU grant valued at $165,000; generally vests at end of director service year .
- Meeting fees for extraordinary activity (starting with 10th meeting): $2,000 in-person board; $1,000 telephonic board; $1,000 in-person committee; $500 telephonic committee .
- Chairman premium: Non-employee Chairman receives $200,000 (50% cash/50% RSUs) .
- Prospective changes (effective May 22, 2025): increase Board cash retainer to $120,000 and RSU grant to $180,000; annual limits maintained ($500,000 cap; up to $750,000 for newly elected directors or Chairman/Lead Director) .
2024 actual compensation:
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $130,000 |
| Stock Awards (grant-date fair value) | $176,293 |
| All Other Compensation | — |
| Total | $306,293 |
Performance Compensation
- Non-employee director awards are RSUs with time-based vesting; no performance stock units (PSUs) or option awards disclosed for Baxter or other non-employee directors .
- Stock ownership guidelines for directors: 5x annual cash retainer; 5-year accumulation period; Baxter (elected May 2024) making ratable progress within accumulation period as of Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Relationship to Quanta | Interlock/Conflict Consideration |
|---|---|---|
| WEC Energy Group | Customer | Board concluded Baxter’s directorship did not impair independence; relationship not material |
| U.S. Bancorp | Banking partner possible | No related-party transaction disclosure; no independence concern noted |
| Ameren (prior executive) | Customer (historical) | In 2024 proxy, Board considered Ameren relationship; independence maintained |
Expertise & Qualifications
- Skills matrix: industry experience; risk oversight and management; operations/strategic planning; senior leadership; finance/accounting/capital allocation; government/regulatory; human capital management/safety leadership; corporate governance/responsibility/sustainability .
- Audit Committee Financial Expert designation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Warner L. Baxter | 622 | * (does not exceed 1%) | As of April 3, 2025; percentages based on 148,263,631 shares outstanding |
- RSUs: As of Dec 31, 2024, each remaining non-employee director held unvested RSUs covering 622 shares (grant process uses 20-day average price to determine share count) .
- Anti-pledging/hedging: Directors prohibited from hedging; pledging prohibited absent pre-clearance and proof of repayment capacity without pledged securities .
- Section 16(a) compliance: All directors and executive officers were compliant in 2024 per company review .
Governance Assessment
- Committee effectiveness: Baxter’s Audit Committee role and financial expert designation strengthen financial oversight; Governance & Nominating participation aligns board composition with strategy and risk .
- Independence and conflicts: Potential interlock with WEC Energy Group (customer) flagged and reviewed; Board deemed immaterial—independence intact. No Baxter-specific related-party transactions disclosed; Audit Committee oversees related-party approvals, further mitigating risk .
- Engagement and attendance: Full Board attendance and regular executive sessions support effective oversight and investor confidence; annual engagement reached ~50% of outstanding shares, with governance/compensation topics discussed .
- Director pay and alignment: Majority equity mix with RSUs, ownership guidelines at 5x retainer, and annual compensation caps promote alignment and discipline; upcoming increases to retainer/equity are modest and peer-aligned .
- Say-on-pay signal: Executive pay program received >93% support in 2024, reflecting broad shareholder endorsement of compensation governance—a positive signal for overall board oversight quality .
RED FLAGS
- Customer interlock: Baxter’s WEC Energy Group board seat is a potential appearance-of-conflict area; mitigated by explicit independence determination and lack of related-party transactions disclosed (monitor ongoing) .
- No hedging/pledging, no Section 16(a) issues, no tax gross-ups for directors disclosed—no additional governance red flags identified .