Worthing F. Jackman
Director at PWR
Board
About Worthing F. Jackman
Independent director (age 60) serving on Quanta Services’ Board since May 2005 (≈20 years). Former CEO and CFO of Waste Connections, and ex–Managing Director at Deutsche Bank (Alex. Brown), with BS in Business Administration – Finance and an MBA. Current committee roles: Audit Committee Chair and “Audit Committee Financial Expert”; Investment Committee member . The Board deems him independent; it specifically reviewed Quanta’s employment of his son (non‑management, <$120,000 in 2024) and concluded no material relationship under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Connections, Inc. | Chief Executive Officer & Director | Jul 2019 – Apr 2023 | Led large workforce; strategic, capital allocation, HCM insights for PWR |
| Waste Connections, Inc. | President | Jul 2018 – Apr 2023 | Operational leadership |
| Waste Connections, Inc. | EVP & Chief Financial Officer | Sep 2004 – Jul 2018 | Finance, accounting, M&A expertise |
| Deutsche Bank Securities (Alex. Brown & Sons) | Managing Director, Global Industrial & Environmental Services | 1991 – Apr 2003 | Investment banking, acquisitions expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WillScot Holdings Corporation | Director | Oct 2024 – present | Public company board |
| Waste Connections, Inc. | Director | Jul 2019 – Apr 2023 | Prior public board |
Board Governance
- Independence: Board determined Jackman is independent; reviewed his son’s non‑management employment and <$120k compensation in 2024; relationship deemed not material under NYSE standards .
- Committee assignments (FY2024): Audit Committee Chair (financial expert); Investment Committee member; Audit met 8x; Investment met 4x .
- Attendance: In 2024 the Board held four meetings; each director attended every Board meeting and at least 75% of their committee meetings .
- Executive sessions: Non‑management directors meet in executive session at each regular Board meeting .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Board cash retainer ($) | $105,000 | $105,000 | Prospective increase to $120,000 effective May 22, 2025 |
| Audit Committee member ($) | $15,000 | $15,000 | |
| Audit Committee chair supplement ($) | $25,000 | $25,000 | |
| Compensation Committee member ($) | $10,000 | — | 2023 membership; not listed for 2024 |
| Investment Committee member ($) | — | $10,000 | 2024 membership |
| Total fees earned (Jackman) ($) | $155,000 | $155,000 | Matches retainer structure above |
| Meeting fees | None typically; paid only for 10th+ meeting thresholds | Same policy |
Performance Compensation
| Component | 2023 | 2024 | Vesting / Terms |
|---|---|---|---|
| Annual RSU grant value ($) | $161,778 | $176,293 | RSUs granted at annual meeting; vest at end of director service year; settlement in stock (up to 50% cash if guideline compliant) |
| Unvested RSUs at year‑end (shares) | 971 | 622 | Determined by grant sizing method (20‑day avg price) |
| Prospective RSU grant value ($) | — | — | Board approved increase to $180,000 effective May 22, 2025 |
| Performance metrics tied to director equity | None disclosed | None disclosed | Director RSUs are time‑based (no performance conditions) |
Other Directorships & Interlocks
| Company | Relationship to PWR | Potential Interlock or Conflict |
|---|---|---|
| WillScot Holdings Corporation | No PWR relationship disclosed | None disclosed in proxy |
| Waste Connections, Inc. (prior) | No current PWR relationship | None disclosed in proxy |
- Independence review addressed family employment; Board concluded independence maintained .
Expertise & Qualifications
- Financial/accounting and capital allocation expertise; designated Audit Committee Financial Expert .
- Senior leadership, operations/strategic planning, risk oversight; human capital/safety leadership .
- Governance and sustainability experience relevant to infrastructure services .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 19,568 | As of Apr 3, 2025 |
| Percent of class | <1% | Company had 148,263,631 shares outstanding |
| Deferred RSUs/PSUs (units) | 10,489 | Under director deferred compensation plan |
| Unvested RSUs held at 12/31/2024 (shares) | 622 | |
| Ownership guideline | 5× annual cash retainer; Jackman exceeds guideline as of Dec 31, 2024 |
- Policy: Hedging prohibited; pledging prohibited absent pre‑clearance and capacity test .
- Anti‑hedging/pledging also reiterated in director compensation governance .
Governance Assessment
- Committee leadership: As Audit Chair and financial expert, Jackman anchors financial reporting integrity, internal controls, and related‑party oversight; committee met 8x in 2024, and he signed the Audit Committee Report .
- Alignment: Exceeds stringent director stock ownership guideline (5× retainer), and participates in long‑term stock via RSUs; equity constitutes the majority of director pay .
- Independence & conflicts: Family employment reviewed and deemed immaterial; no related‑party transactions attributed to Jackman in “Certain Transactions” section (disclosures pertain to other executives) .
- Shareholder confidence signal: 2025 election support for Jackman was 111,307,827 for, 6,048,300 against, 70,993 abstain; all nominees elected; say‑on‑pay passed 108,939,966 for vs 7,703,334 against .
RED FLAGS: None material disclosed specific to Jackman. Minor watch item: familial employment reviewed annually for independence, but Board has determined non‑material under NYSE standards . Anti‑pledging/hedging policies mitigate alignment risks .
Appendix: Director Election and Compensation Context
| Item | 2025 Vote Result | Notes |
|---|---|---|
| Jackman director election | For: 111,307,827; Against: 6,048,300; Abstain: 70,993; Broker non‑votes: 10,282,625 | One‑year term |
| Say‑on‑pay advisory | For: 108,939,966; Against: 7,703,334; Abstain: 783,820; Broker non‑votes: 10,282,625 | Passed |
| Director pay program changes | Cash retainer to $120,000; RSU value to $180,000 effective May 22, 2025 | Keeps equity‑heavy mix |