| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Officer Transition Matters
Derrick A. Jensen’s planned transition from his role as Chief Financial Officer and principal financial officer of Quanta Services, Inc. (“Quanta” or the “Company”) to Executive Vice President – Business Operations of the Company, as previously reported in a Current Report on Form 8-K filed by Quanta with the U.S. Securities and Exchange Commission (“SEC”) on May 5, 2022, became effective as of July 18, 2022. This transition was not associated with or attributable to any disagreement between Mr. Jensen and the Company or the Company’s independent auditor, including without limitation, any matter relating to the Company’s accounting principles or practices, financial statement disclosures, internal controls, management or operations.
Additionally, effective as of July 18, 2022, Jayshree S. Desai transitioned from her role as Chief Corporate Development Officer of the Company to Chief Financial Officer and principal financial officer of the Company. Ms. Desai, 50, served as the Company’s Chief Corporate Development Officer since January 2020. Further description of Ms. Desai’s experience is set forth in the Company’s definitive proxy statement for the Company’s 2022 annual meeting of stockholders, which was filed with the SEC on April 14, 2022 (the “Proxy Statement”).
The Company is party to an employment agreement with Ms. Desai on terms similar to the employment agreement entered into by the Company with Mr. Jensen, as further described in the Proxy Statement. In connection with her appointment, the Compensation Committee of the Board of Directors (the “Board”) of the Company approved an adjustment to Ms. Desai’s compensation effective as of July 18, 2022, including an annual base salary of $600,000, as well as an annual incentive target amount equal to 100% of her annual base salary and a long-term incentive target amount equal to 250% of her annual base salary under the Company’s 2022 annual and long-term incentive plans for senior leadership, respectively, both of which are described in a Current Report on Form 8-K filed by Quanta with the SEC on March 8, 2022.
As an executive officer, Ms. Desai previously entered into an indemnity agreement on the same terms as the indemnity agreements entered into by the Company with its other executive officers, as further described in the Proxy Statement, and is entitled to participate in the Company’s nonqualified deferred compensation plan and other savings, retirement and benefit programs on the same terms generally applicable to other similarly situated officers. She is also eligible to receive coverage for herself and her dependents under the Company’s health insurance plan on the same terms generally applicable to other similarly situated executive officers and to receive reimbursement of certain business-related expenses incurred during her employment.
There are no arrangements or understandings between Ms. Desai and any other person pursuant to which she was selected as an executive officer. Ms. Desai has no family relationship with any director, executive officer, or other person nominated or chosen by the Company to become a director or executive officer. There are no transactions between Ms. Desai and the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor are any such transactions currently proposed.
Appointment of Director to the Board
On July 18, 2022, pursuant to the authority granted to the Board by the Bylaws of the Company, as amended and restated, the Board increased the size of the Board from nine to ten directors and, upon the recommendation of the Governance and Nominating Committee of the Board, elected R. Scott Rowe to serve as a director, filling the vacancy created by such increase. Mr. Rowe will serve as a director until the Company’s next annual meeting of stockholders or until his earlier resignation or removal or when a successor is duly elected and qualified. Mr. Rowe has not been appointed to any committees of the Board.
Mr. Rowe will be compensated according to the terms of the Company’s current non-employee director compensation program and has entered into the Company’s standard indemnification agreement for directors and officers. A description of the Company’s non-employee director compensation program and the standard indemnification agreement are set forth in the Proxy Statement.
