UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

QUANTA SERVICES, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

QUANTA SERVICES, INC.

2800 Post Oak Boulevard, Suite 2600

Houston, TX 77056

(713) 629-7600

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 21, 2015May 26, 2016

To our Stockholders:

The Annual Meeting of Stockholders of Quanta Services, Inc. (“Quanta”) will be held in the Williams Tower, 2^nd2nd Floor Conference Center, Auditorium No. 1, located at 2800 Post Oak Boulevard, Houston, Texas 77056, on May 21, 201526, 2016 at 9:00 a.m. local time. At the meeting, you will be asked to consider and act upon the following matters, which are more fully described in the accompanying Proxy Statement:

Our stockholders of record at the close of business on March 23, 201528, 2016 are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements of the meeting.

By Order of the Board of Directors,

Carolyn M. Campbell

Corporate Secretary

Houston, Texas

April 9, 201515, 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2015:May 26, 2016:

The Notice, Proxy Statement and

20142015 Annual Report to Stockholders

are available atwww.proxyvote.com.

TABLE OF CONTENTS

QUANTA SERVICES, INC.

2800 Post Oak Boulevard, Suite 2600

Houston, TX 77056

(713) 629-7600

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 21, 2015May 26, 2016

We are distributing and making available this Proxy Statement, the form of proxy

or voting instructions and our 20142015 Annual Report beginning on or about April 9, 2015.15, 2016.

We are furnishing this proxy statement in connection with the solicitation of proxies by our Board of Directors (“Board”) to be voted at the 20152016 Annual Meeting of Stockholders of Quanta Services, Inc., a Delaware corporation, sometimes referred to as the Company, Quanta, us, we or like terms. The annual meeting will be held in Houston, Texas on Thursday, May 21, 2015,26, 2016, at 9:00 a.m. local time. The proxy materials, including this proxy statement, the form of proxy or voting instructions and our 20142015 annual report, are being distributed and made available on or about April 9, 2015.15, 2016.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), we are providing our stockholders access to our proxy materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (“Notice”) will be mailed to most of our stockholders on or about April 9, 2015.15, 2016. Stockholders will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice.

The Notice also provides instructions on how to inform us to send future proxy materials to you electronically by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail or printed form will remain in effect until you terminate it.

Choosing to receive future proxy materials by e-mail will allow us to provide you with the information you need in a timelier manner, save us the cost of printing and mailing documents to you, and conserve natural resources.

General Information

QUESTIONS AND ANSWERS ABOUT THE MEETING

What is the purpose of the meeting?

The meeting will be Quanta’s regular annual meeting of stockholders, and stockholders will be asked to vote on the following matters:

How does the Board recommend that stockholders vote?

The Board recommends that stockholders vote as follows:

General Information

When and where is the annual meeting?

The annual meeting will be held in the Williams Tower, 2^nd2nd Floor Conference Center, Auditorium No. 1, located at 2800 Post Oak Boulevard, Houston, Texas 77056, on May 21, 201526, 2016 at 9:00 a.m. local time.

Who can attend the meeting?

All stockholders of record as of March 23, 2015,28, 2016, or their duly appointed proxies, may attend the meeting, and each may be accompanied by one guest. Seating, however, is limited. Admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:30 a.m. on May 21, 2015.26, 2016. Each stockholder will be asked to present valid picture identification, such as a driver’s license or passport. Cameras, recording devices and other electronic devices will not be permitted at the meeting. To obtain directions to the meeting, please contact our Corporate Secretary at 713-629-7600.

If you hold your shares in “street name” (that is, through a broker, bank or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the meeting.

Who is entitled to vote at the meeting?

Holders of record of (i) our Common Stock, par value $0.00001 per share, (ii) our Series F Preferred Stock, par value $0.00001 per share, and (iii) our Series G Preferred Stock, par value $0.00001 per share, respectively, at the close of business on March 23, 2015,28, 2016, the record date for the meeting, are entitled to notice of

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General Information

and to vote at the annual meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares that you held on that date at the meeting, or at any adjournments or postponements of the meeting, unless a new record date is then set.

As of March 23, 2015,28, 2016, there were 204,430,017153,462,377 shares of our Common Stock, one share of our Series F Preferred Stock, and one share of our Series G Preferred Stock, respectively, outstanding and entitled to vote.

What are the voting rights of the holders of Common Stock, Series F Preferred Stock and Series G Preferred Stock?

Each share of Common Stock is entitled to one vote on each matter on which it may vote. The share of Series F Preferred Stock is entitled to a number of votes equal to the number of outstanding Class A non-voting exchangeable common shares of our wholly-owned subsidiary, Valard Construction Ltd., a British Columbia corporation, on each matter on which it may vote. Valard Construction Ltd. had 3,500,000 Class A non-voting exchangeable common shares outstanding on March 23, 2015.28, 2016. The share of Series G Preferred Stock is entitled to a number of votes equal to the number of outstanding Class A non-voting exchangeable common shares of our wholly-owned subsidiary, Northstar Energy Services Inc., an Alberta corporation, on each matter on which it may vote. Northstar Energy Services Inc. had 899,858449,929 Class A non-voting exchangeable common shares outstanding on March 23, 2015.28, 2016.

Holders of Common Stock, Series F Preferred Stock and Series G Preferred Stock vote together as a single class on all matters. The required vote to approve each item to be voted on at the meeting is described below.

What vote is required to approve each item to be voted on at the meeting?

Directors are elected by a majority of the votes cast with respect to such director in uncontested elections, such that a nominee for director will be elected to the Board if the votes cast FOR the nominee’s election exceed the votes cast AGAINST such nominee’s election. Abstentions and broker non-votes are not counted as votes

General Information

cast for purposes of the election of directors and, therefore, will have no effect on the outcome of such election. Even if a nominee is not re-elected, he or she will remain in office as a director until his or her earlier resignation or removal. Each of the current director nominees has signed a letter of resignation that will be effective if the nominee is not re-elected at the meeting and the Board accepts his or resignation following the meeting. If a nominee is not re-elected, the Board will decide whether to accept the director’s resignation in accordance with the procedures listed in Quanta’s Corporate Governance Guidelines, which are available on our website atwww.quantaservices.com.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, requiresadvisory approval of the resolution on Quanta’s executive compensation, and the proposal to approve an amendment to the Omnibus Plan to establish an annual limit on equity awards to non-employee directors and reapprove the material terms of the performance goals under the Omnibus Plan each require the affirmative vote of a majority of the voting power of the shares of Common Stock, Series F Preferred Stock and Series G Preferred Stock, considered together as a single class, present at the meeting in person or by proxy and entitled to vote on that proposal. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of the vote on such proposal.

Advisory Additionally, with respect to approval of the resolution on Quanta’s executive compensation, requires the affirmative vote of a majorityresults of the voting power of the shares of Common Stock, Series F Preferred Stock and Series G Preferred Stock, considered together as a single class, present at the meeting in person or by proxy and entitled to vote on that proposal. Abstentions will have the same effect as a vote against the resolution. Broker non-votes will have no effect on the outcome of the advisory vote. The results of this vote are not binding on the Board, whether or not the proposal is adopted by the aforementioned voting standard. In evaluating the vote on this resolution, the Board intends to consider the voting results in their entirety.

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General Information

Any other matter properly brought before the meeting will be decided by the affirmative vote of a majority of the voting power of the shares of Common Stock, Series F Preferred Stock and Series G Preferred Stock, considered together as a single class, present at the meeting in person or by proxy and entitled to vote on the matter.

Why did I receive a Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

In accordance with SEC rules, we are providing access to our proxy materials over the Internet. As a result, we have sent to most of our stockholders a Notice instead of a paper copy of the proxy materials. The Notice contains instructions on how to access the proxy materials over the Internet and how to request a paper copy. In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by e-mail. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

Why didn’t I receive a Notice in the mail regarding the Internet availability of proxy materials?

We are providing certain stockholders, including those who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a Notice. If you would like to reduce the costs incurred by Quanta in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card to vote using the Internet. When prompted, indicate that you agree to receive or access stockholder communications electronically in the future.

Can I vote my stock by completing and returning the Notice?

No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card, or by submitting a ballot in person at the annual meeting.

General Information

How can I access the proxy materials over the Internet?

Your Notice or proxy card will contain instructions on how to view our proxy materials for the annual meeting on the Internet. Our proxy materials are available atwww.proxyvote.com.

How do I vote?

You may vote by any of the following methods:

(i) Internet. Vote on the Internet atwww.proxyvote.com. This website also allows electronic proxy voting using smartphones, tablets and other web-connected mobile devices (additional charges may apply pursuant to your service provider plan). Simply follow the instructions on the Notice, or if you received a proxy card by mail, follow the instructions on the proxy card and you can confirm that your vote has been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on May 20, 2015.25, 2016.

(ii) Telephone. Vote by telephone by following the instructions on the Notice or, if you received a proxy card, by following the instructions on the proxy card. Easy-to-follow voice prompts allow you to vote your stock and confirm that your vote has been properly recorded. Telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on May 20, 2015.25, 2016.

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General Information

(iii) Mail. If you received a proxy card by mail, vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Board. If mailed, your completed and signed proxy card must be received by May 20, 2015.25, 2016.

(iv) Meeting. You may attend and vote at the annual meeting. The Board recommends that you vote using one of the first three methods discussed above, as it is not practical for most stockholders to attend and vote at the annual meeting. Using one of the first three methods discussed above to vote will not limit your right to vote at the annual meeting if you later decide to attend in person. If your stock is held in street name (for example, held in the name of a bank, broker, or other nominee), you must obtain a proxy executed in your favor from your bank, broker or other holder of record to be able to vote in person at the annual meeting.

If I vote by telephone or Internet and received a proxy card in the mail, do I need to return my proxy card?

No, you do not need to return your proxy card if you vote by telephone or Internet.

If I vote by mail, telephone or Internet, may I still attend the annual meeting?

Yes, you may attend the annual meeting even if you have voted by mail, telephone or Internet.

Can I change my vote?

Yes. You may revoke your proxy before the voting polls are closed at the annual meeting, by the following methods:

General Information

The powers of the proxy holders will be revoked with respect to your shares if you attend the meeting in person and vote your shares in person by completing a written ballot. Attendance at the meeting will not by itself revoke a previously granted proxy. If you are a street name stockholder and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

What is the effect of an advisory vote?

Because your vote with respect to approval of our named executive officer compensation is advisory, it will not be binding upon the Board. However, our Compensation Committee and the Board will take the outcome of the vote into account when considering future compensation arrangements for our executive officers.

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General Information

What constitutes a quorum?

The holders of shares representing both (i) a majority of the aggregate outstanding shares entitled to vote, and (ii) a majority of the aggregate voting power of Common Stock, Series F Preferred Stock and Series G Preferred Stock entitled to vote must be present, in person or by proxy, to constitute a quorum to transact business at the annual meeting.

As of March 23, 2015,28, 2016, there were 204,430,017153,462,377 shares of our Common Stock with aggregate voting power of 204,430,017153,462,377 votes, one share of our Series F Preferred Stock with aggregate voting power of 3,500,000 votes, and one share of our Series G Preferred Stock with aggregate voting power of 899,858449,929 votes, respectively, outstanding and entitled to vote.

Your stock is counted as present at the annual meeting if you attend the annual meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. Abstentions and broker non-votes will be counted as present for purposes of establishing a quorum at the meeting.

What are broker non-votes?

The New York Stock Exchange (“NYSE”) permits brokers to vote their customers’ stock held in street name on routine matters, such as the ratification of the appointment of our independent registered public accounting firm, when the brokers have not received voting instructions from their customers. However, the NYSE does not allow brokers to vote their customers’ shares held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes.

What routine matters will be voted on at the annual meeting?

Ratification of the appointment of our independent registered public accounting firm is the only matter to be voted on at the meeting on which brokers may vote in their discretion on behalf of customers who have not provided voting instructions.

General Information

What non-routine matters will be voted on at the annual meeting?

The election of directors, and the advisory vote on executive compensation and the proposal to approve the amendment to the Omnibus Plan to establish an annual limit on equity awards to non-employee directors and reapprove the material terms of the performance goals under the Omnibus Plan are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers.

What is the effect of not casting a vote?

If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the matters that properly come before the meeting. If you hold your shares in street name, and you do not instruct your broker, bank or other nominee how to vote in the election of directors, the advisory vote to approve executive compensation or any other non-routine matter, no votes will be cast on your behalf on such matters, but your broker, bank or other nominee will continue to have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm.

Where can I find the voting results of the annual meeting?

We plan to announce preliminary voting results at the meeting and publish final results in a Current Report on Form 8-K or an amendment thereto timely filed with the SEC. You may access or obtain a copy of this

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General Information

and other reports free of charge on the Company’s website atwww.quantaservices.com or by contacting our investor relations department atinvestors@quantaservices.com. Also, the referenced Current Report onForm 8-K, any amendments thereto and other reports filed by Quanta with the SEC are available to you on the SEC’s website atwww.sec.gov.

Who pays for the proxy solicitation related to the annual meeting?

The proxies being solicited hereby are being solicited by Quanta. The costs of soliciting proxies hereby, which may include the cost of preparing, printing and mailing the proxy materials, will be borne by Quanta. Our officers, directors and employees may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, facsimile, postings on our website or other electronic means. We will also request banks, brokers and other custodians, nominees and fiduciaries to forward proxy materials to beneficial owners of our Common Stock and obtain their voting instructions. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of our Common Stock. Quanta has not engaged an outside proxy solicitor for the annual meeting.

Can I get more than one copy of the proxy materials if multiple stockholders are located at my address?

In some instances, only one proxy statement and annual report is being delivered to multiple stockholders sharing an address unless we have received contrary instructions from one of those stockholders. Quanta undertakes to promptly deliver upon request a separate copy of such materials to any stockholder at a shared address to which a single copy of the documents was delivered. Stockholders sharing an address may also request delivery of a single copy of the proxy materials, but in such event will still receive separate proxies for each account. To request separate or single delivery of these materials now or in the future, stockholders should notify Quanta by contacting the Corporate Secretary in writing at Quanta Services, Inc., 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056 or by phone at 713-629-7600.

What if I receive more than one proxy card?

If you hold your shares in more than one type of account or your shares are registered differently, you may receive more than one proxy card. We encourage you to vote each proxy card that you receive.

Security Ownership of Certain

Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

The following table sets forth information, as of April 1, 2015,4, 2016, unless otherwise indicated, with respect to each person known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our Common Stock, Series F Preferred Stock or Series G Preferred Stock. Except as indicated otherwise, the beneficial owners named below have sole voting and investment power with respect to the shares indicated as beneficially owned.

Security Ownership of Certain

Beneficial Owners and Management

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Security Ownership of Certain

Beneficial Owners and Management

Security Ownership of Management

The following table sets forth, as of April 1, 2015,4, 2016, the number of shares of Common Stock beneficially owned by (i) each of our directors and director nominees, (ii) each of our named executive officers listed in the 20142015 Summary Compensation Table (collectively, the “NEOs”), and (iii) all of our directors and executive officers as a group.

Security Ownership of Certain

Beneficial Owners and Management

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Security Ownership of Certain

Beneficial Owners and Management

Quanta Board of Directors

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board currently consists of tentwelve directors, whose current terms of office all expire at the 20152016 annual meeting. James R. Ball and Louis C. Golm, currently members of our Board, will not stand for re-election at the 2016 annual meeting. Having considered the size, structure and composition of the Board, and based on the recommendation of the Governance and Nominating Committee, the Board approved a decrease in the number of directors constituting the Board by two, effective as of May 26, 2016, so that the Board shall thereafter consist of ten directors until otherwise determined in accordance with Quanta’s bylaws.

The Board proposes that the following ten nominees be elected for a new term of one year or until their successors are duly elected and qualified or until their earlier death, resignation or removal. Each of the nominees has consented to serve if elected. If a nominee becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named below.

The director nominees standing for election are:

James R. BallEarl C. (Duke) Austin, Jr. has served as a member of the Board of Directors and President and Chief Executive Officer since March 2016 and as our Chief Operating Officer since January 2013. He previously served as President of the Electric Power Division and Oil and Gas Division from May 2011 to December 2012 and had responsibility for oversight of power and pipeline operations since January 2011. He served as President of the Oil and Gas Division from October 2009 to May 2011 and as President of North Houston Pole Line, L.P., an electric and natural gas specialty contractor and subsidiary of Quanta, from 2001 until September 2009. He is currently a director of the Southwest Line Chapter of NECA. Mr. Austin holds a Bachelor of Arts in Business Management degree. The Board believes Mr. Austin’s qualifications to serve on the Board include his significant contributions to Quanta in strategy and operational and safety leadership, including as our Chief Operating Officer, as well as his extensive technical expertise and knowledge of the industries Quanta serves. Mr. Austin also brings extensive knowledge of all aspects of the Company’s operations as a result of his recent appointment as Chief Executive Officer.

Doyle N. Benebyhas been a member of the Board of Directors since 1998 and is a private investor.March 2016. Mr. Beneby has served as the Chief Executive Officer of New Generation Power International since October 2015. He previously served in various management positions with Vista Chemical Company for over twenty-five years, most recently as President and Chief Executive Officer and Presidentof CPS Energy from 1992August 2010 until his retirement in 1995. He also previouslySeptember 2015. Mr. Benebyhas served as a director of Kraton Polymers, LLC from 2004 to 2008, ABS Group Inc. from 2003 to 2005, The Carbide/Graphite Group, Inc. from 1994 to 2002,Korn/Ferry International since September 2015 and Rexene Corporation from 1996 to 1997.as a director of Capital Power

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Quanta Board of Directors

Corp. since May 2012. Mr. BallBeneby holds a Bachelor of Science Degree in Mathematics degreeEngineering and a Master of Science in Managementan M.B.A. degree.The Board believes Mr. Ball’sBeneby’s qualifications to serve on the Board include his over twenty-five years of managementextensive executive-level experience including three yearsat a municipal electric and gas utility and his service as a chief executive officer his years of service on boardsand director of other public companies, as well as his operational, safety and his extensive experience with corporate governance, financial analysis, business strategyexpertise and management.knowledge of the industries Quanta serves.

J. Michal Conaway has been a member of the Board of Directors since August 2007. He has served as the Chief Executive Officer of Peregrine Group, LLC, an executive consulting firm, since 2002. Mr. Conaway has been providing consulting and advisory services since 2000. Prior to 2000, Mr. Conaway held various management and executive positions, including serving as Chief Financial Officer of Fluor Corporation, an engineering, procurement, construction and maintenance services provider. Since 2008, Mr. Conaway haspreviously served as a director of GT Advanced Technologies, Inc., formerly known as GT Solar International, Inc. He previously served, from 2008 until March 2016 and as a director of InfraSource Services, Inc. from February 2006 to August 2007 and Cherokee International Corporation from April 2008 tountil November 2008. Mr. Conaway holds an M.B.A. degree and is a Certified Public Accountant. The Board believes Mr. Conaway’s qualifications to serve on the Board include his prior service as the chief financial officer of multiple public corporations, including those within Quanta’s line of business, his years of service on boards of other public and private companies, his extensive financial and accounting expertise, and his advisory experience in strategic, operational and financial matters.

Quanta Board of Directors

Vincent D. Fosterhas been a member of the Board of Directors since 1998. He has served as Chairman of the Board and Chief Executive Officer of Main Street Capital Corporation, a specialty investment company, since March 2007. He also has served as Senior Managing Director of Main Street Capital Partners, LLC (and its predecessor firms), a private investment firm, since 1997. Mr. Foster has served as a director of Team Industrial Services, Inc. since 2005. Mr. Foster previously served as a director of U.S. Concrete, Inc. from 1999 to 2010, Carriage Services, Inc. from 1999 to 2011, and HMS Income Fund, Inc. from June 2012 to March 2013. Mr. Foster holds a J.D. degree and is a Certified Public Accountant. The Board believes Mr. Foster’s qualifications to serve on the Board include his significant contributions and service to Quanta since its inception, his experience as chief executive officer of a public corporation, his many years of service on boards of other public companies and his extensive tax, accounting, merger and acquisitions, financial and corporate governance expertise.

Bernard Friedhas been a member of the Board of Directors since March 2004. Since June 2012, heHe has served as Principal of BF Consulting, a provider of management consulting services, since September 2011. Mr. Fried previously served as the Executive Chairman of OpTerra Energy Group, an energy conservation measures services provider. Mr. Fried continuesprovider, from June 2012 to serve, since March 2011,February 2016, and as the Executive Chairman of Energy Solutions International, a software provider to the pipeline industry, and he hasfrom March 2011 to May 2015. Mr. Fried also been an independent consultant. He previously served as Chief Executive Officer and President of Siterra Corporation, a software services provider, from May 2005 to March 2011. Mr. Fried served2011, as Chief Executive Officer and President of Citadon, Inc., a software services provider, from 2001 until November 2003, and as Chief Financial Officer and Managing Director of Bechtel Enterprises, Inc. from 1997 until 2000. Mr. Fried holds a Bachelor of Engineering degree and an M.B.A. degree. The Board believes Mr. Fried’s qualifications to serve on the Board include his executive management experience, including at companies within Quanta’s line of business, his years of service on boards of public and private companies, and his extensive executive-level experience in operations, engineering, construction, project management, finance and international business.

Louis C. Golmhas been a member of the Board of Directors since July 2002 and from May 2001 until May 2002. He has been an independent consultant and senior advisor to the telecommunications and information management industries since 1999. Mr. Golm holds a Master of Science in Management degree and an M.B.A. degree. The Board believes Mr. Golm’s qualifications to serve on the Board include his numerous years of executive management experience, including as chief executive officer of a large telecommunications company, his years of service as a director of other public and private companies, and his insight regarding sales and marketing, accounting/finance, risk mitigation and strategic development.

Worthing F. Jackman has been a member of the Board of Directors since May 2005. He has served as Executive Vice President - Chief Financial Officer of Waste Connections, Inc., an integrated solid waste servicescompany, since September 2004 and served as its Vice President - Finance and Investor Relations from April

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Quanta Board of Directors

2003 until August 2004. From 1991 until April 2003, Mr. Jackman held various positions with Deutsche Bank Securities, Inc., an investment banking firm, most recently serving as a Managing Director, Global Industrial and Environmental Services Group. Mr. Jackman holds an M.B.A. degree. The Board believes Mr. Jackman’s qualifications to serve on the Board include his experience as the chief financial officer of a public corporation and his investment banking experience, as well as his extensive financial and accounting expertise.

James F. O’Neil IIIDavid M. McClanahanhas been a member of the Board of Directors and hassince March 2016. He previously served as our President and Chief Executive Officer since May 2011. He previouslyof CenterPoint Energy, Inc. from October 2002 until December 2013 and as Special Advisor to the Chief Executive Officer of CenterPoint Energy, Inc. from January 2014 until June 2014. From 1999 until 2002, Mr. McClanahan served as our President and Chief Operating Officer of all regulated operations for Reliant Energy, Inc. He also previously served as a director of CenterPoint Energy, Inc. from October 2008 to May 2011, our Senior Vice President of Operations Integration and Audit from December 2002 to October 2008, and our Vice President of Operations Integration from August 1999 to December 2002.until 2013. Mr. O’NeilMcClanahan holds a Bachelor of Science Degree in Civil Engineering degree.Mathematics and an M.B.A. degree and is a Certified Public Accountant. The Board believes Mr. O’Neil’sMcClanahan’s qualifications to serve on the Board include his significant contributions to Quanta in strategy, mergers and acquisitions and internal audit, his operational and safety leadership service with Quanta,extensive experience, including as its Presidenta chief executive officer of a public company, in the electric power and Chief Executive Officer,natural gas industries and his prior service on the boards of other public companies, as well as his technical expertise and his extensive knowledge of the industries Quanta serves.

Quanta Board of Directors

serves and his financial and accounting expertise.

Bruce Ranck has been a member of the Board of Directors since May 2005 and Chairman of the Board since May 2013. He has been a partner with Bayou City Partners, a venture capital firm, since 1999. Mr. Ranck served as Chief Executive Officer of Tartan Textile Services, Inc., a healthcare linen services provider, from August 2003 until April 2006. From 1970 until 1999, he held various positions with Browning-Ferris Industries, Inc., a provider of waste management services, most recently as Chief Executive Officer and President. Mr. Ranck served as a director of Dynamex Inc. from 2002 until February 2011. He received a Bachelor of Arts degree from Michigan State University in 1970. The Board believes Mr. Ranck’s qualifications to serve on the Board include his executive management experience, including as chief executive officer of a large public corporation, his extensive acquisition integration experience, and his years of service on boards of other public and private companies.

Margaret B. Shannon has been a member of the Board of Directors since December 2012. She served as Vice President and General Counsel of BJ Services Company, an international oilfield services company, from 1994 to 2010, when it was acquired by Baker Hughes Incorporated. Prior to 1994, she was a partner with the law firm of Andrews Kurth LLP. Ms. Shannon has served on the board of directors of Matador Resources Company, an exploration and production company, since June 2011. In addition, she is active in several not-for-profit organizations in Houston. Ms. Shannon received her J.D. cum laude from Southern Methodist University Dedman School of Law in 1976 and her Bachelor of Arts degree from Baylor University in 1971. The Board believes Ms. Shannon’s qualifications to serve on the Board include vast experience in the energy industry, as well as in corporate governance, and her years of service on boards of other public and private companies.

Pat Wood, IIIhas been a member of the Board of Directors since May 2006. He has served as a Principal of Wood3 Resources, an energy infrastructure developer, since July 2005. From 2001 until July 2005, Mr. Wood served as Chairman of the Federal Energy Regulatory Commission. FromCommission, and from 1995 until 2001, he chaired the Public Utility Commission of Texas. Prior to 1995, Mr. Wood was an attorney with Baker Botts L.L.P., a global law firm, and an associate project engineer with Arco Indonesia, an oil and gas company, in Jakarta. Mr. Wood has served as a director of SunPower Corporation since 2005, non-executive chairman of the board of directors of Dynegy, Inc. since October 2012 and director of Memorial Resource Development since June 2014. Mr. Wood previously servedHe also serves as a director of First Wind Holdingsstrategic advisor for Hunt Power, InfraREIT, Inc. from 2010 to June 2012.and Sharyland Utilities, L.P. Mr. Wood holds a Bachelor ofScience in Civil Engineering degree from Texas A&M University and a J.D. degree.degree from Harvard University. The Board believes Mr. Wood’s qualifications to serve on the Board include his significant strategic

		2016 Proxy Statement		13

Quanta Board of Directors

and operational management experience, his unique perspective and extensive knowledge with regard to the legal and regulatory process and policy development at the government level, his years of service as a director of other public and private companies, and his energy infrastructure development expertise.

The Board of Directors unanimously recommends a voteFOR the election of each of the director nominees.

Corporate Governance

We are committed to having sound corporate governance practices that maximize stockholder value in a manner consistent with legal requirements and the highest standard of integrity. In that regard, the Board has adopted guidelines that provide a framework for the governance of Quanta. In addition, we continually review these guidelines and regularly monitor developments in the area of corporate governance. Our Corporate Governance Guidelines are posted on our website atwww.quantaservices.com under the heading “Investors & Media / Corporate Governance.”

Board Leadership Structure

The Board believes that the leadership structure of Quanta’s Board should include either an independent non-executive Chairman of the Board or a Lead Director who satisfies Quanta’s standards for independence. The Board believes that the appointment of a Lead Director achieves many of the benefits claimed to result from the separation of the Chairman of the Board and the CEOChief Executive Officer roles. The Board reviews its leadership structure from time to time to assess whether it continues to serve the best interests of Quanta and its stockholders. The Board believes that this approach provides flexibility to adapt to changing circumstances, enabling the Board to fulfill its oversight role and allowing the Board to review the manner in which its leadership is configured with a view toward maintaining a structure that best serves Quanta and its stockholders.

Chairman of the Board

Quanta’s Corporate Governance Guidelines provide that the Board will appoint a Chairman of the Board, who may but need not be an employee of Quanta. The Chairman of the Board presides over all regular sessions of the Board and Quanta’s annual meetings of stockholders. With input from the CEOChief Executive Officer (if the Chairman is an independent director), or in consultation with the Lead Director (if the Chairman is not an independent director), the Chairman sets the agenda for Board meetings, subject to the right of each Board member to suggest the inclusion of item(s) on any agenda. The Chairman of the Board may vote at any meeting of the Board on any matter called to a vote, subject to the legal, fiduciary and governance requirements applicable to all members of the Board. If the Chairman of the Board is an independent director, the duties and responsibilities of the Chairman of the Board generally include the following:

Corporate Governance

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Corporate Governance

Additional duties and responsibilities of the Chairman of the Board may be established from time to time by the Board and the Governance and Nominating Committee of the Board.

In May 2014,2015, the Board re-appointed Bruce Ranck, an independent director, as non-executive Chairman of the Board to serve as such until his successor is duly elected and qualified at the next annual meeting of the Board or until his earlier resignation or removal. Mr. Ranck has served as Quanta’s non-executive Chairman of the Board since his initial appointment in May 2013. The Board may modify this structure in the future to ensure that the Board leadership structure for Quanta remains effective and advances the best interests of our stockholders.

Lead Director

In the event the Chairman of the Board is not an independent director, our Corporate Governance Guidelines provide that a Lead Director will be elected exclusively by the independent directors. The Lead Director must be an independent director and will assist the Chairman of the Board and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board. A Lead Director is responsible for ensuring that the quality, quantity and timeliness of the flow of information between management and the Company and the Board enables the Board to fulfill its functions and fiduciary duties in an efficient and effective manner. In addition, the Lead Director will coordinate the activities of the other independent directors, preside over the Board when the Chairman of the Board is not present, consult with the Chairman of the Board as to agenda items for Board and committee meetings, and perform such other duties and responsibilities as the Board deems appropriate.

The Board’s Role in Risk Oversight

The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of long-term organizational objectives and enhance stockholder value. The annual enterprise risk management assessment, led by Quanta’s PresidentChief Executive Officer and the Chief ExecutiveFinancial Officer, provides visibility to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. In this process, risk is assessed throughout the business, including operational, financial, legal, regulatory, strategic and reputational risks. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company.Company. The involvement of the full Board in setting Quanta’s business strategy, both short-term and long-term, is a key part of its understanding of Quanta’s risks and what constitutes an appropriate level of risk for Quanta as well as how such risks are managed.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. Specifically, the Audit Committee focuses on risks relating to financial reporting, internal controls and compliance with legal and regulatory requirements. In addition, the Compensation Committee focuses on risks relating to Quanta’s compensation policies and programs and, in setting compensation, strives to create incentives that are aligned with Quanta’s

Corporate Governance

risk management profile. Quanta’s Governance and Nominating Committee focuses on risks relating to Quanta’s corporate governance and Board membership and structure and also conducts an annual assessment of the risk management process and reports its findings to the Board. Finally, Quanta’s Investment Committee focuses on risks associated with prospective acquisitions, dispositions and investments, as well as capital investment strategies.

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Corporate Governance

Board Independence

As of the date of this Proxy Statement, the Board is composed of ten directors. The Board has determined that Messrs. Ball, Conaway, Foster, Fried, Golm, Jackman, Ranck and Wood and Ms. Shannon haveeach of our directors, other than our Chief Executive Officer, Mr. Austin, has no material relationship with Quanta (either directly or as a partner, stockholder or officer of an organization that has a relationship with Quanta) and areis “independent” within the meaning of the NYSE’sNYSE corporate governance listing standards. The Board has made this determination based in part on its finding that these independent directors meet the categorical standards for director independence set forth in our Corporate Governance Guidelines and in the NYSE corporate governance listing standards. With each director other than Mr. Austin deemed independent, the Board exceeds the NYSE requirement that a majority of directors be independent.

When evaluating the independence of Mr. Ball, the Board considered Quanta’s employment of his son, as more fully described in “Certain Transactions — Related Party Transactions — Transactions Involving Executive Officers and Directors.” When evaluating the independence of Mr. Wood, the Board considered his service as a director of SunPower Corporation, his service as non-executive chairman of the board of directors of Dynegy, Inc. and his service as a strategic adviser to Sharyland Utilities, all of which are customers or potential customers of Quanta. The Board determined that these relationships were not material and that Mr. Wood’s positions and the amounts involved did not prevent a finding of independence under the NYSE standards or our Corporate Governance Guidelines.

Our Corporate Governance Guidelines, which include our categorical standards for director independence, are posted on our website atwww.quantaservices.com under the heading “Investors & Media / Corporate Governance.” With nine directors deemed independent, the Board maintains a percentage of independent directors serving on the Board substantially above the NYSE requirement that a majority of directors be independent.

Executive Sessions of Non-Management Directors

In accordance with the NYSE corporate governance listing standards, our non-management directors, each of whom is “independent” within the meaning of NYSE corporate governance listing standards and our Corporate Governance Guidelines, meet in executive session without management at each regularly scheduled Board meeting.

Director Meetings

During the year ended December 31, 2014,2015, the Board held eight13 meetings. All directors attended at least 75% of the meetings of the Board and the committees of the Board, if any, on which they served during the periods for which they have served as a director. We encourage, but do not require, the members of the Board to attend the annual meeting of stockholders. Last year, allnine of the ten directors attended the annual meeting of stockholders.

Corporate Governance

Committees of the Board

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, and the Investment Committee. The Board has examined the composition of each standing committee and has determined that each member of these committees is “independent” within the meaning of SEC regulations, NYSE corporate governance listing standards and our Corporate Governance Guidelines. Each standing committee operates under a formal charter adopted by the Board that governs its responsibilities. The committee charters are posted on our website atwww.quantaservices.com under the heading “Investors & Media / Corporate Governance.” The current

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Corporate Governance

membership and the number of meetings held during the last fiscal year and the primary responsibilities of each standing committee are set forth below:

Compensation Committee		2016 Proxy Statement		18

Corporate Governance

Corporate Governance

		2016 Proxy Statement		19

Corporate Governance

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee served as an employee or officer of Quanta or any of its subsidiaries during 2014,2015, was formerly an officer of Quanta or any of its subsidiaries, or had any relationship with Quanta requiring disclosure herein as a related party transaction. Additionally, no executive officers served on the compensation committee or as a director of another company, one of whose executive officers served on Quanta’s Compensation Committee or as a director of Quanta.

Code of Ethics and Business Conduct

The Board has adopted a Code of Ethics and Business Conduct that applies to all directors, officers and employees of Quanta and its subsidiaries, including the principal executive officer, principal financial officer and

Corporate Governance

principal accounting officer or controller. The Code of Ethics and Business Conduct is posted on our website atwww.quantaservices.com under the heading “Investors & Media / Corporate Governance.” We intend to post at the above location on our website any amendments or waivers to the Code of Ethics and Business Conduct that are required to be disclosed pursuant to Item 5.05 of Form 8-K.

Communications with the Board

Stockholders and other interested parties may communicate with one or more of our directors, including our non-management directors or independent directors as a group, a committee or the full Board by writing to Corporate Secretary, Quanta Services, Inc., 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056. All communications will be reviewed by the Corporate Secretary and forwarded to one or more of our directors, as appropriate.

Identifying and Evaluating Nominees for Director

The Governance and Nominating Committee regularly evaluates the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Governance and Nominating Committee will consider candidates for Board membership suggested by incumbent directors, management, third-party search firms and others. The Governance and Nominating Committee will also consider director nominations by stockholders that are made in compliance with the notice provisions and procedures set forth in our bylaws. For a discussion of these requirements, see “Additional Information – Stockholder Proposals and Nomination of Directors for the 20162017 Annual Meeting.” All applications, recommendations or proposed nominations for Board membership received by Quanta will be referred to the Governance and Nominating Committee. The manner in which the Governance and Nominating Committee evaluates the qualifications of a nominee for director does not differ if the nominee is recommended by a stockholder.

The Governance and Nominating Committee has the authority to retain, at Quanta’s expense, a third-party search firm to help identify and facilitate the screening and interview process of potential director nominees, and the third-party firm may, among other things, conduct reference checks, prepare a biography of each candidate for the Governance and Nominating Committee to review and help coordinate interviews.

Once the Governance and Nominating Committee has identified a potential director nominee, the committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the committee with the recommendation of the candidate, as well as the committee’s own knowledge of the candidate, which may be supplemented by inquiries to the person making the recommendation or others. The committee also may engage a third party to conduct a background

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Corporate Governance

check of the candidate. If the committee determines to further pursue the candidate, the committee then will evaluate the extent to which the candidate meets the Board membership qualifications described in “Director Qualifications” below.

In addition, the Governance and Nominating Committee considers other relevant factors it deems appropriate, including the current composition of the Board (including its diversity in experience, background, gender and ethnicity), the balance of management and independent directors, the need for a certain Board committee expertise, and the nature and extent of a candidate’s activities unrelated to Quanta, including service as a director on the boards of other public companies. In connection with this evaluation, the committee determines whether to interview the candidate, and, if warranted, the committee interviews the candidate in person or by telephone. The committee may also ask the candidate to meet with members of Quanta’s management or other Board members. After completing this evaluation, if the committee believes the candidate would be a valuable addition to the Board, it will recommend to the Board the candidate’s nomination for appointment or election as a director.

During 2015 and early 2016, the Governance and Nominating Committee engaged a third-party search firm to identify potential director candidates and facilitate the screening and interview process for those candidates. Messrs. Beneby and McClanahan, among others, were identified and recommended for consideration by the search firm. The search firm also assisted the Governance and Nominating Committee during the interview process by conducting background and reference checks, preparing biographies and other background information and coordinating interviews of certain candidates.

CorporateThe factors described above and the qualifications described in “Director Qualifications” below were considered with respect to each of the candidates the Governance

and Nominating Committee interviewed. Certain candidates, including Messrs. Beneby and McClanahan, also met with members of Quanta’s management and other Board members. After evaluating and discussing all of the candidates, the committee believed that Messrs. Beneby and McClanahan met the Board membership qualifications and that they would be valuable additions to the Board. In March 2016, the Governance and Nominating Committee recommended both for appointment to the Board, and the full Board appointed them as directors.

Director Qualifications

Our Corporate Governance Guidelines contain Board membership qualifications that the Governance and Nominating Committee considers in selecting nominees for our Board. Pursuant to these qualifications, members of the Board should possess the highest standards of personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. They must also have an inquisitive and objective perspective, practical wisdom, mature judgment, the willingness to speak their mind and the ability to challenge and stimulate management in a constructive manner. In addition, Board members should have diverse experience at policy-making levels that may include business, government, education, technology or non-profit organizations, as well as experience in areas that are relevant to our business. Further, they should have demonstrated leadership skills in the organizations with which they are or have been affiliated.

Members of the Board must also be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time. As such, our Corporate Governance Guidelines provide that Board members should not serve on more than three additional public company boards, and Board members that are chief executive officers (or hold an equivalent position) with another public company should not serve on more than one public company board in addition to Quanta’s Board and their own company board. Board members will not be nominated for election to the Board if the election would

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Corporate Governance

occur after their 73^rd73rd birthday; however, the full Board may make exceptions to the mandatory retirement age in special circumstances. In February 2015, the Governance and Nominating Committee considered the nomination of Mr. Golm for election to the Board after his 73^rd birthday, concluding that he continued to meet all of the other qualifications described above and that his continued service on the Board and the Compensation Committee would help facilitate oversight of Quanta’s new executive compensation incentive plans and ensure a smooth transition of the chairmanship of the Compensation Committee. Accordingly, the Governance and Nominating Committee recommended to the Board that Mr. Golm be nominated for election as a director at the 2015 annual meeting. After considering such recommendation and its reasoning, the Board granted an exception to the mandatory retirement age for Mr. Golm in February 2015.

The Governance and Nominating Committee seeks directors representing a broad range of viewpoints and diverse backgrounds, including women and minorities that meet the above qualifications.

Director Compensation

The Governance and Nominating Committee has the responsibility of recommending to the Board compensation and benefits for non-employee directors. The committee is guided by certain director compensation principles set forth in our Corporate Governance Guidelines.

Current Director Compensation

Effective May 23, 2013, atAt every annual meeting of stockholders at which a non-employee director is elected or re-elected, each such director receives (i) an annual award of RSUsrestricted stock units (“RSUs”) having a value of $140,000 and (ii) the annual cash retainer(s) set forth below for board membership, committee membership, and board/committee leadership to which such non-employee director is appointed:

Corporate Governance

Upon initial appointment to the Board other than at an annual meeting of stockholders, each non-employee director receives (for the period from the appointment through the end of the current director service year) a pro rata portion of the equity award and applicable cash amounts.

Our non-employee Chairman of the Board receives additional annual compensation in the amount of $163,800,$180,000, of which 50% is payable in cash, and 50% is payable in RSUs. Upon the initial appointment of a non-employee Chairman of the Board, other than immediately following the annual meeting of stockholders, such director receives (for the period from the appointment through the end of the current director service year) a pro rata portion of the additional annual compensation.

Unless the director’s Board service is terminated earlier, restricted stock or RSUs awarded to non-employee directors generally vest shortly after conclusion of the director service year. Subject to the terms of applicable award agreements, unvested restricted stock or RSUs held by (i) any non-employee director who is not nominated for or elected to a new term, including for example, due to a reduction in the size of the Board, age precluding a re-nomination, the identification of a new nominee, or the desire to retire at the end of a term, or (ii) any non-employee director who resigns at Quanta’s convenience, including any resignation resulting from the non-employee director’s failure to receive a majority of the votes cast in an election for directors as required by Quanta’s Bylaws, vest in full on the earlier of (a) May 28^th28th following conclusion of the director service year, or (b) the date of such non-employee director’s termination of service. RSUs granted to non-employee directors are generally settled in shares of Quanta Common Stock.Stock, provided that non-employee directors may elect to settle up to 50% of any RSU award in cash if the non-employee director is in compliance with Quanta’s stock ownership guidelines as of the date of settlement and is expected to remain in compliance immediately following settlement.

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Corporate Governance

Generally, meeting fees are not paid. However, in order to compensate for the time required to accommodate extraordinary meeting activity, each non-employee director (or committee member, as applicable) receives a fee for attendance at the tenth and any subsequent meeting of the Board or the tenth and any subsequent meeting of such committee, in each case during a single director service year, as follows: $2,000 for attendance at a board meeting in person; $1,000 for participation at a board meeting by telephone; $1,000 for attendance at a committee meeting in person; and $500 for participation at a committee meeting by telephone. Additionally, during 2014 the Board approved a special one-time $25,000 payment to Mr. Fried in recognition of the significant incremental time and effort required as chairman of our Audit Committee during 2014.

Directors are also reimbursed for reasonable out-of-pocket expenses incurred to attend meetings of the Board or the committees thereof, and for other expenses reasonably incurred in their capacity as directors of Quanta. Directors who also are employees of Quanta or any of its subsidiaries do not receive additional compensation for serving as directors. Currently, nine non-employee director nominees are standing for election at the annual meeting. As President and Chief Executive Officer of Quanta during 2015, James F. O’Neil III received no compensation for his service as a director of Quanta. The compensation received by Mr. O’Neil as an employee of Quanta is set forth in the 20142015 Summary Compensation Table.

Prospective Changes inProposed Director Compensation Cap

DuringAs described in “Proposal No. 4: Approval of Amendment to the fourth quarterOmnibus Planand Reapproval of 2014,Material Terms of Performance Goals,” Quanta is asking stockholders to approve an amendment to the GovernanceOmnibus Plan that would establish an annual limit on the compensation, inclusive of all cash compensation and Nominating Committee retained Deloitte Consulting LLP (“Deloitte”)any awards under the Omnibus Plan, that may be paid to among other things, review Quanta’sa non-employee director compensation, provide observations and recommendations regarding Quanta’sfor service during any calendar year. The proposed maximum limit is $400,000, except that for any non-employee director compensation program, and highlight relevant trends in director compensation. Deloitte examined director compensation data for the same peer group used for the named executive officer compensation review, namely 17 companies similar to Quanta in terms of industry, revenue size and market capitalization,who is serving as well as director compensation survey data, and presented its findings and observations to the Governance and Nominating Committee. Further information about the peer group is disclosed in“Compensation Discussion & Analysis – Compensation Philosophy and Process – Role of Compensation Consultant.” 

Corporate Governance

In March 2015, after review of the information presented by Deloitte and upon recommendation by the Governance and Nominating Committee, the Board approved the following changes to the non-employee director compensation program, effective as of May 21, 2015, in order to better align with competitive peer group practices:

Additionally, upon recommendation by the Governance and Nominating Committee,or Lead Director of the Board approved revised settlement terms for RSU awards to non-employee directors. Specifically, non-employee directors may elect to settle up to 50% ofor any RSU award in cash if the non-employee director who is serving in compliance with Quanta’s stock ownership guidelines ashis or her first calendar year on the Board such compensation will capped at 200% of the date of settlement and is expected to remain in compliance immediately following settlement.foregoing limit.

Deferred Compensation Plan for Non-Employee Directors

Non-employee directors are eligible to participate in a deferred compensation plan maintained by Quanta. No later than December 31 of each year, each non-employee director may voluntarily elect to defer all or a portion (in 5% increments) of his or her annual cash retainers, including but not limited to, compensation for board membership, committee membership and board/committee leadership, and RSUs to be earned with respect to services performed in the following year. Deferral elections are irrevocable and if no deferral election is made, no compensation is deferred.

Deferred cash amounts are allocated to a separate recordkeeping account maintained for the non-employee director that reflects the amounts deferred and any earnings (positive or negative). The account is credited with returns according to the performance of the deemed investment choices selected by the non-employee director from time to time, from among the deemed investment choices made available by Quanta. However, Quanta has no obligation to provide any deemed investment choice other than a cash account deemed invested in cash equivalents based on the mid-term annual applicable federal rate, as adjusted on the first day of each subsequent year. The interest rate earned on the deferred cash amounts is not above-market or preferential. Deferred RSUs are recorded in an account maintained for the non-employee director that reflects the number of shares deferred.

In general, deferred compensation is distributed to the non-employee director (or his or her beneficiary) upon the director leaving the Board or at a date elected in advance by the director. Additionally, deferred amounts can be distributed upon certain unforeseen emergencies suffered by the non-employee director or upon a change in control of Quanta.

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Corporate Governance

Messrs. Ball, Foster, Fried and Golm elected to defer all or a portion of their cash compensation during 2014. Messrs. Ball, Conaway, Foster, Fried, Golm, Jackman, and Wood elected to defer all or a portion of their cash compensation and/or RSU awards during 2014.

Corporate Governance

2015.

Stock Ownership Guidelines for Non-Employee Directors

Non-employee directors are required to hold stock with a value equivalent to five times the annual cash retainer for Board membership (excluding the annual cash retainer for committee membership or any supplement for serving as a committee chairman or as chairman of the Board). Non-employee directors have five years from the fiscal year-end following initial election to the Board to accumulate the stock ownership prescribed by the guidelines. As of December 31, 2014,2015, all non-employee directors exceeded the ownership level prescribed byrequirements of the stock ownership guidelines. Messrs. Beneby and McClanahan were initially appointed to the Board in March 2016 and are expected to achieve the prescribed ownership within five years of their initial appointment.

20142015 Director Compensation Table

The following table sets forth the compensation for each non-employee director during the 20142015 fiscal year.

Executive Officers

The current executive officers of Quanta are as follows:

For a description of the business background of Mr. O’Neil,Austin, see“Proposal No. 1 – Election of Directors” above.

Earl C. (Duke) Austin, Jr. has served as our Chief Operating Officer since January 2013. He previously served as President of the Electric Power Division and Natural Gas and Pipeline Division from May 2011 to December 2012 and had responsibility for oversight of power and pipeline operations since January 2011. He served as President of the Natural Gas and Pipeline Division from October 2009 to May 2011 and as President of North Houston Pole Line, L.P., an electric and natural gas specialty contractor and now a subsidiary of Quanta, from 2001 until September 2009. He is currently a director of the Southwest Line Chapter of NECA. Mr. Austin holds a Bachelor of Arts in Business Management degree.

Derrick A. Jensen has served as our Chief Financial Officer since May 2012. He previously served as our Senior Vice President – Finance, Administration and Chief Accounting Officer from March 2011 to May 2012, as our Vice President and Chief Accounting Officer from March 1999 to March 2011, and as our Controller from December 1997 until March 2009. Mr. Jensen holds a Bachelor of Science in Business Administration degree in Accounting and became a Certified Public Accountant in the State of Texas in 1997.

Jesse E. MorrisDale L. Querrey has served as our Executive Vice President – Corporate DevelopmentElectric Power since January 2014.March 2015. He previously served as president of PAR Electrical Contractors, Inc. (PAR), a wholly owned subsidiary of Quanta, from January 2011 to March 2015, and in various other roles with Quanta and PAR from November 2004 to January 2011, including Chief Operating Officer of PAR from August 2008 to January 2011. Prior to joining PAR, he served in various roles with Sysco Corporation,ABB Inc. and its affiliates, including Vice President and Chief Financial Officer – Foodserviceof Operations from September 2013April 2002 to December 2013, Vice President of Finance and Chief Financial Officer – Broadline Operations from February 2012 to August 2013, Vice President, Business Process Management from May 2011 to January 2012, and Vice President, Business Transformation from January 2009 to April 2011.October 2004. Mr. MorrisQuerrey holds a Bachelor of Business AdministrationScience in FinanceElectrical Engineering and AccountingMechanical Engineering degree and a MastersMaster of Science in Professional Accounting.Electrical Engineering degree.

Steven J. Kemps has served as our Executive Vice President and General Counsel since September 2014. Prior to joining Quanta, he served as General Counsel for Hess Retail Corporation from September 2013 to September 2014 until it was sold to Marathon Petroleum. He previously served in various executive management roles with Dean Foods Company, including Executive Vice President, General Counsel and Corporate Secretary from 2008 to 2013 and Senior Vice President and Deputy General Counsel from 2006 to 2008. Mr. Kemps held various legal positions with increasing responsibility at Kimberly-Clark Corporation from 1997 to 2006. From 1993 to 1997, he was an attorney with Dorsey & Whitney, LLP, and from 1991 to 1993, he served as a law clerk to Judge Paul A. Magnuson of the United States District Court of Minnesota. Mr. Kemps holds a Bachelor of Business Administration degree in Accounting and a Juris Doctorate degree, and he holds a Certified Public Accountant certificate.

Jesse E. Morris has served as our Executive Vice President – Corporate Development since January 2014. He previously served in various roles with Sysco Corporation, including Vice President and Chief Financial Officer – Foodservice Operations from September 2013 to December 2013, Vice President of Finance and Chief Financial Officer – Broadline Operations from February 2012 to August 2013, Vice President, Business Process Management from May 2011 to January 2012, and Vice President, Business Transformation

Executive Officers

from January 2009 to April 2011. Mr. Morris holds a Bachelor of Business Administration in Finance and Accounting and a Masters in Professional Accounting.

Dale L. QuerreyRandall C. Wisenbakerhas served as our Executive Vice President – Electric PowerOperations and Health/Safety and Environmental since MarchMay 2015. He previously served as president of PAR Electrical Contractors, Inc. (PAR), a wholly owned subsidiary of Quanta, from January 2011 to March 2015, and in various other roles with Quanta and PAR from November 2004 to January 2011, including Chief Operating Officer of PAR from August 2008 to January 2011. Prior to joining Quanta, he served in various roles with ABB Inc. and its affiliates, includingour Executive Vice President of– Operations from April 2002June 2010 to October 2004.May 2015. Mr. QuerreyWisenbaker holds a Bachelor of Science degree in Electrical Engineering and Mechanical Engineering degree and a Master of Science in Electrical Engineering degree.Construction Science.

Nicholas M. Grindstaff has served as our Vice President – Finance since May 2011 and our Treasurer since October 1999. He previously served as a Vice President from March 2010 to May 2011 and as Assistant Treasurer from March 1999 until September 1999. Mr. Grindstaff holds a Master of Science in Accounting degree.

Peter B. O’Brien has served as our Vice President – Mergers and Acquisitions since January 2014. He previously served as Vice President – Tax from May 2012 to January 2014 and as Tax Director from June 2000 to May 2012. Mr. O’Brien holds a Bachelor of Business Administration in Accounting degree and a Master in Professional Accounting degree and became a Certified Public Accountant in the State of Texas in 1995.

Dorothy Upperman has served as our Vice President – Tax since October 2014. She previously served in various tax management roles with Wal-Mart Stores, Inc., including Sr. Director, Income Tax from 2008 to October 2014 and Director of Federal Audits & SOX Controls from 2007 to 2008. From 1998 to 2004, Ms. Upperman held various positions with Ernst & Young, LLP, most recently serving as Sr. Manager. Ms. Upperman holds a Bachelor of Business Administration degree in Accounting and is a Certified Public Accountant in the State of Texas.

Wilson M. Yancey, Jr. has served as our Vice President – Health/Safety and Environmental since April 2010. He previously served as Quanta’s Director of Health/Safety and Environmental from June 1999 to April 2010. Mr. Yancey holds a Bachelor of Science in Business Management and has over thirty years of experience as a safety professional.

Compensation Discussion & Analysis

Executive Summary

This Compensation Discussion and Analysis describes Quanta’s executive compensation program for 2014.2015. We use this program to attract, motivate and retain the employees who lead our business. In particular, this section explains how the Compensation Committee made its compensation decisions for our named executive officers, or NEOs, for 20142015 and describes how this compensation fits within the Compensation Committee’s guiding principles with respect to NEO compensation.

Named Executive Officers

Our NEOs for 20142015 include fivefour executive officers who are sometimes referred to herein as “continuing NEOs,” as well as oneand a former executive officer as follows:

On March 14, 2016, Mr. O’Neil resigned as President and Chief Executive Officer and as a director of Quanta, and the Board appointed Mr. Austin as President and Chief Executive Officer and as a director of Quanta. Mr. Austin also retained his title of Chief Operating Officer. Mr. O’Neil, though no longer an officer of the Company, is included in this proxy statement as an NEO pursuant to applicable SEC disclosure requirements. For a discussion of the separation agreement entered into with Mr. O’Neil in connection with resignation, see“Executive Compensation Decisions for 2015 – Executive Appointment Matters and Chief Executive Officer Transition” below.

20142015 Business Highlights and Overall Compensation Decisions

Overall, the Compensation Committee believes that the total compensation paid to Quanta’s NEOs in 20142015 is reasonable and appropriate. Quanta completed another successful yearIn order to reward strong individual performance during 2014 and to better align certain aspects of their compensation with executives with similar positions and responsibilities at companies in 2014 despite continuingour peer group, the Compensation Committee approved increases to operateeach NEO’s base salary and target long-term equity incentive awards for 2015. With respect to the long-term equity incentives awards, 50% to 53% of those awards were in the form of performance units that remain subject to a 3-year performance period ending December 31, 2017, with the remainder in the form of RSUs that vest over a 3-year period in order to promote retention.

Despite operating in a challenging business environment. Notably,environment and the recent decline in oil and gas prices, Quanta achievedaccomplished the following in 2014:2015:

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Compensation Discussion & Analysis

Additionally, in order to enhance stockholder value and position the Company for long-term success, the following strategic transactions were completed during 2015:

Compensation Discussion & Analysis

However, despiteDespite these accomplishments, the level of achievement for the 2014associated with company performance metrics under the 2015 annual incentive plan failed to reach the target levels and fell below the achievement level attainedset for the 2013NEOs. As a result, with respect to all NEOs, no cash compensation awards were paid on the basis of company performance for the 2015 performance year. As a result,The only cash compensation awarded to the NEOs under the 2015 annual incentive plan related to accomplishment of their individual performance goals. Consequently, with respect to all NEOs, total cash compensation paid forunder the 2014 performance year2015 annual incentive plan was below target cash compensation, and with respect to the three NEOs who were also NEOs in 2013,2014 and were employed by Quanta for the full year of 2014, total cash compensation paid for the 2014 performance yearin 2015 decreased as compared to the 2013 performance year.2014. The following table details the decreasedecreases in cash awards and total cash compensation for these three NEOs:

Furthermore, while we increased the target dollar amountConsideration of the long-term equity incentives awarded to our NEOs under our redesigned 2014 long-term incentive plan, 50% of those awards are subject to company performance conditions that have yet to be evaluated and remain subject to a 3-year performance period ending December 31, 2016. The remaining 50% of the awards vest over a 3-year period and are designed to promote retention of our NEOs.

The transition to our redesigned long-term equity awards also resulted in 2014 reportable compensation for Messrs. O’Neil, Austin and Jensen under both the 2014 long-term incentive plan and the 2013 supplemental incentive plan. Recognizing that awards were made under multiple plans and that the aggregate amount of equity awards granted to these NEOs in 2014 is attributable to multiple performance periods and therefore appears higher than prior years, we have provided further explanation of the transitional disclosure implications and the resulting increase in reportable compensation in “Changes in Executive Compensation Implemented for 2014 – Recognition of Transitional Disclosure Implications Associated with Changes Implemented” below.

Say-on-Pay and Executive Compensation ChangesVote

At Quanta’s 20142015 annual meeting of stockholders, over 98%94% of our stockholders voting on the “say-on-pay” proposal approved the compensation of our NEOs as described in our 20142015 proxy statement. Accordingly, the Compensation Committee did not implement changes to our executive compensation program as a result of the stockholder advisory vote. However, the Compensation Committee did implement certain changes to Quanta’s compensation program beginning in 2014 based on the comprehensive review of our executive compensation program that began in 2012, with the goal of identifying changes to ensure that our incentive compensation remains consistent with Quanta’s guiding principles on executive compensation. See “Changes to Executive Compensation Implemented for 2014” for additional information about these changes.

As Quanta moves forward into 2015,2016, the Compensation Committee is aware of the difficult business environment, the continuing uncertainty in the marketplace, and the resulting challenges with respect to executive compensation. The Compensation Committee monitors trends and developments to ensure that Quanta provides the appropriate executive compensation incentives to remain competitively positioned to attract and retain executive talent and to ensure that management’s interests are aligned with our stockholders’ interests to support long-term value creation, while not encouraging excessive risk-taking.

Compensation Discussion & Analysis

Good Governance and Best Practices

We are committed to strong governance standards that ensure our executive compensation programs are closely aligned with the interests of our stockholders, as evidenced by the policies and practices described below:

How Our Performance is Linked to Pay

Quanta’s NEO compensation is primarily comprised of base salary, annual incentives and long-term incentives. Our compensation philosophy links executive compensation to both individual and company performance. Base salaries are generally targeted at or near the median of our competitive market. Target annual incentives reflect competitive market levels and practices, with upside opportunity for performance above company and individual performance target levels. Target award levels are designed to achieve total cash compensation slightly above the market median for superior performance, and performance measures are chosen to align the interests of executives with stockholders. Finally, long-term incentives, typically paid with equity, are designed to focus executives on the long-term financial performance of the company, along with achievement of certain strategic initiatives.

The Compensation Committee desires to provide target total direct compensation for each NEO within+/ +/-20% of the median for comparable officers in our peer group. Additionally, the Compensation Committee believes that a significant portion of the target compensation of the NEOs should be performance-based and, therefore, at risk. With respect to each of our continuing NEOs, all of thetheir short-term cash incentive and half of the long-term equity incentive associated with the 2014 annual and long-term incentive plans was “at risk” performance-based compensation, as those awards are either variable based on the level

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Compensation Discussion & Analysis

of performance against incentive targets pursuantor are subject to continued employment during a 3-year vesting period. The following chart depicts the amount of “at risk” performance-based compensation plans described below.of our NEOs:

2015 “At Risk” Performance-Based Compensation

Equity-based incentive awards under our 20142015 long-term incentive plan represented a substantial portion of each NEO’s compensation as a percentage of total direct compensation (base salary, short-term cash incentive and long-term equity incentive). Equity-based awards play an important role in this challenging economic environment because they provide incentives for the creation of stockholder value and promote executive retention and an ownership culture. For our Chief Executive Officer, 64%Mr. O’Neil, 67% of the total target compensation mix

Compensation Discussion & Analysis

under the 20142015 annual and long-term incentive plans was payable in equity awards, and for our other continuing NEOs, on average, 40%45% of the total target compensation mix was payable in equity awards. The following graph reflects the mix of target compensation of our CEOMr. O’Neil and our other continuing NEOs in 2014:2015:

2014 NEO2015 Target Compensation Mix

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Compensation Discussion & Analysis

Compensation Philosophy and Process

Overview

The Compensation Committee administers the compensation programs for all of our NEOs. As described above under “Corporate Governance – Committees of the Board,” the Board has determined that each member of the Compensation Committee is “independent” within the meaning of SEC regulations, the NYSE corporate governance listing standards and our Corporate Governance Guidelines. The Compensation Committee’s guiding principles with respect to NEO compensation are:

In the first quarter of each fiscal year, the Compensation Committee determines the terms of our annual and long-term incentive plans (each of which is described below) and establishes the company and individual performance metrics that will be used in evaluating the performance of each NEO under the plans. In addition, the Compensation Committee establishes prospective base salary rates and target incentive percentages and amounts for each NEO for the current fiscal year. The Compensation Committee also considers the parameters of our discretionary incentive plan (described below). Following the end of the fiscal year, the Compensation Committee meets to discuss our prior year’s financial performance, to evaluate the performance of our NEOs relative to applicable performance metrics, and to determine the amounts, if any, that will be awarded to each NEO under our annual long-term and discretionarylong-term incentive plans for the prior fiscal year.

The Compensation Committee seeks to maintain the competitiveness of our executive compensation levels with those of our peers and competitors and considers various factors in determining overall compensation and the individual

Compensation Discussion & Analysis

components of compensation of each NEO, including (i) the results of compensation benchmarking studies, which includedinclude an analysis of peer group and published compensation survey data; (ii) economic and market conditions; (iii) the effects of inflation; (iv) changes in our business operations; (v) changes in the compensation practices of our competitors; (vi) the executive officer’s position, experience, length of service and performance; (vii) company performance; and (viii) the judgment of each member of the Compensation Committee based upon prior experiences with executive compensation matters. The influence of these factors on NEO compensation is discussed further below.

Role of Compensation Consultant

The Compensation Committee Charter grants to the Compensation Committee the authority to retain, at Quanta’s expense, compensation consultants, outside legal counsel and other advisors, and to approve their fees. These advisors report directly to the Compensation Committee. Beginning in the fourth quarter of 2012,During 2015, the Compensation Committee independently retained Deloitte Consulting LLP (“Deloitte”) to examine Quanta’sour executive compensation program and pay practices to reviewand the competitiveness of our executive compensation program relative to a public company peer group data in connection with approving prospective base salary rates and survey data,target incentive percentages and to examine the design of Quanta’s incentive plans

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Compensation Discussion & Analysis

amounts for its NEOs. The benchmarking and design studies (collectively thecertain executive officers for 2015 (the “Deloitte Compensation Studies”Benchmarking Study”) assessed Quanta’s executive compensation program and pay practices, taking into account our compensation strategy and business objectives, as well as market conventions and leading practices.. Deloitte utilized the following companies for the purpose of obtaining competitive data:

These companies were chosen based on (i) market competition, including companies that compete with Quanta for customers, executive talent and investors, (ii) organization size, with financial characteristics such as revenues or market capitalization similar to those of Quanta, and (iii) industry, including companies in the heavy construction industry and companies that serve oil and gas or power transmission companies. The Compensation Committee may periodically update the companies in future compensation studies as a result of mergers, acquisitions, new publicly traded companies and other changes, using the criteria outlined above.

The Deloitte Compensation Studies compared base salary, target total cash compensation, target annual and long-term incentive opportunities, and target total direct compensation to market medians. Deloitte also utilized several sources of published compensation survey data by matching, to the extent possible, the job titles and responsibilities of our NEOs with those in the surveys to provide additional competitive compensation information. Deloitte did not provide, nor was it asked by the Compensation Committee to provide, recommendations as to specific compensation payments to our NEOs. Deloitte reported directly to the Compensation Committee, but was authorized by the Compensation Committee to communicate with executive officers and personnel in the human resources department to obtain information.

During the first quarter of 2014, the Compensation Committee referred to Deloitte’s examination of our executive compensation program and pay practices and the competitiveness of our executive compensation program relative to a public company peer group and survey data (a “Deloitte Benchmarking Study”) in

Compensation Discussion & Analysis

connection with approving prospective base salary rates and target incentive percentages and amounts for certain executive officers for 2014. Following the 20142015 fiscal year end, the Compensation Committee assessed company financial performance metrics and individual performance metrics, approving the payouts under our 20142015 annual incentive plan, and referred to a new Deloitte Benchmarking Studybenchmarking study in connection with establishing prospective base salary rates and target incentive percentages and amounts for each NEO under our 20152016 incentive plans.

Compensation studies assist the Compensation Committee in establishing the overall compensation practices that are consistent with our philosophy and guiding principles on executive compensation described above. Although compensation studies provide important data for establishing our competitive compensation practices and compensation design, the Compensation Committee uses such studies only as a point of reference and not as a determinative factor for structuring and determining the amount of our NEOs’ compensation. The Compensation Committee also exercises discretion in its use of compensation studies, and the studies do not supplant the significance of individual and company performance that the Compensation Committee considers when making compensation decisions.

Management’s Role in the Compensation-Setting Process

Our Chief Executive Officer plays an important role in setting the compensation of our NEOs (other than with respect to himself). Although our Chief Executive Officer, after taking into account input from other members of management, makes recommendations to the Compensation Committee, the Compensation Committee has final authority and complete discretion in ultimately determining and setting NEO compensation plans, goals, incentive targets, salaries and cash and equity incentive awards.

In the first quarter of each fiscal year, our Chief Executive Officer meets with the Compensation Committee to propose Quanta’s overall financial performance targets and individual objectives for the incentive plans for the current fiscal year. The Compensation Committee reviews these financial performance targets and adjusts them as it deems appropriate. Each individual who is expected to be an NEO also proposes individual objectives for the upcoming fiscal year to our Chief Executive Officer. Our Chief Executive Officer reviews and modifies the submitted individual objectives, as he deems appropriate, and submits them, together with his own proposed individual

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Compensation Discussion & Analysis

objectives, to the Compensation Committee for its consideration. The Compensation Committee then reviews, modifies, as necessary, and approves each NEO’s individual objectives for the current fiscal year. If, later during the year, it is determined that an individual who was not previously identified as a potential NEO will be an NEO, including if such individual is hired during the performance year, the Compensation Committee promptly reviews, modifies, as necessary, and approves the NEO’s individual objectives. The financial performance targets and individual objectives approved by the Compensation Committee for the 20142015 incentive plans are discussed below in “Elements of Executive Compensation” and “Executive Compensation Decisions for 2014.2015.”

Following the end of the fiscal year, the Compensation Committee uses Quanta’s financial performance targets, along with each NEO’s individual objectives, to determine payouts under our incentive plans. At the request of the Compensation Committee, our Chief Executive Officer and certain other executive officers also participate in the Compensation Committee’s review. The subject NEO is not present during the Compensation Committee’s discussion of such NEO’s individual performance relative to his respective individual objectives and awards. Our Chief Executive Officer presents to the Compensation Committee his evaluation of the performance of the other NEOs, taking into account each of their individual objectives, and his compensation recommendations as to each of them. The Compensation Committee considers these evaluations in determining payouts to be made, if any, pursuant to our incentive plans for the completed fiscal year under consideration, as well as salaries and incentive targets of the NEOs for the current fiscal year.

Compensation Discussion & Analysis

To assist the Compensation Committee as it makes its compensation decisions, management also provides detailed spreadsheetsreports for the NEOs indicating, among other things, actual performance relative to company financial performance targets and individual objectives for the completed fiscal year under consideration. These spreadsheetsreports combine the elements of the targeted compensation, so that the Compensation Committee may analyze both the individual compensation elements (including the compensation mix) and the total amount of targeted compensation for each NEO for a particular performance year in connection with the Compensation Committee’s consideration of the factors influencing the various elements of NEO compensation.

Consideration of Say-on-Pay Results

The Compensation Committee considered the results of the 20142015 advisory “say-on-pay” proposal in connection with the discharge of its responsibilities. Because over 98%94% of our stockholders voting on the “say-on-pay” proposal approved the compensation of our NEOs as described in our proxy statement in 2014,2015, the Compensation Committee did not implement changes to our executive compensation program as a result of the stockholder advisory vote. However, the Compensation Committee did implement certain changeshas continued to evaluate and adjust Quanta’s compensation program beginning in 2014, based on the comprehensive review of our executive compensation program that began in 2012, to ensure that our incentive compensationit remained consistent with Quanta’s guiding principles on executive compensation. See“Changes to Executive Compensation Implemented for 2014” for additional information about these changes.principles.

Exercise of Discretion in Executive Compensation Decisions

The Compensation Committee has complete discretion to withhold payment pursuant to any of our incentive compensation plans irrespective of whether we or our NEOs have successfully met the financial performance targets or individual objectives set under these plans. For example, awards earned pursuant to the annual incentive plan and long-term incentive plan described below are generally intended to qualify as performance-based compensation and are paid or issued as performance compensation awards under and subject to the terms of the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (the “Omnibus Plan”).Plan. The Compensation Committee may exercise negative discretion, as permitted by the incentive plans and the Omnibus Plan, to reduce incentive awards to amounts determined by the Committee to be appropriate.

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Compensation Discussion & Analysis

“Clawback”Clawback Policy

A “clawback”Our clawback policy, embodied in the 2014our 2015 annual and long-term incentive plans, permits the Compensation Committee to recover certain incentive compensation from executive officers and other key employees in accordance with applicable law where the payment was based upon the achievement of certain financial results that were subsequently the subject of a restatement. Based on its review and judgment, the Compensation Committee may seek to recover any amount that it determines was received inappropriately by these individuals.

Equity Award Grant Practices

The Compensation Committee meets in the first quarter of each fiscal year to, among other things, grant equity awards, including, as discussed above, equity awards to our NEOs. This meeting occurs after our earnings release for the fourth quarter of the prior fiscal year to allow the Compensation Committee to review complete financial results for the prior fiscal year when evaluating company and NEO performance. The Compensation Committee may, in its discretion, also grant awards throughout the year in connection with the hiring of a new executive officer or the promotion of an employee to an executive officer position. During 2014,2015, the Compensation Committee granted (i) RSUs associated with the achievement of 2013 performance goals, (ii) RSUs associated with 2013 special transaction bonuses, (iii) RSUs in connection with the hiring of Messrs. Morris, Kemps and Brown,

Compensation Discussion & Analysis

and (iv) performance units and time-vested RSUs pursuant to our 20142015 long-term incentive plan and, with respect to Mr. Querrey, time-vested RSUs pursuant to the 2014 stock incentive plan applicable to the wholly-owned Quanta subsidiary that employed him prior to his appointment as an executive of Quanta, all of which are set forth in the 20142015 Grants of Plan-Based Awards Table.

All equity-based awards granted during 20142015 pursuant to our incentive plans for executive officers were made under the Omnibus Plan. Generally, the number of RSUs and performance units we grant is determined by dividing the aggregate dollar amount intended to be awarded by the average of the closing prices of Quanta’s Common Stock for the twenty consecutive trading days immediately preceding the date of grant. RSUs and performance units are generally settled in our Common Stock upon vesting. It is not the intention of the Compensation Committee to time the granting of any awards under our incentive plans, including those made to newly hired or newly promoted executive officers, with the release of any material, non-public information.

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Compensation Discussion & Analysis

Elements of Executive Compensation

The key components of our current compensation program for our NEOs are summarized in the table below. Each component has a critical role in creating compensation payouts that motivate and reward strong performance and retaining the NEOs who deliver such performance. The Compensation Committee considers each compensation component individually and all compensation components in the aggregate when making decisions regarding amounts that may be awarded under each other compensation component.

Compensation Discussion & Analysis

Changes to Executive Compensation Implemented for 2014

Comprehensive Review of Executive Compensation Program

The Compensation Committee previously undertook a comprehensive review of our executive compensation program with the goal of identifying and implementing prospective changes to ensure that our incentive compensation remains consistent with Quanta’s guiding principles on executive compensation. In accordance with the authority and responsibilities of the Compensation Committee as set forth in its charter, and reflecting on Quanta’s continued growth, the Compensation Committee focused on overall incentive plan design. In performing its review, the Compensation Committee considered input from Deloitte and senior management. As part of this review, Deloitte assessed Quanta’s executive compensation program and practices in comparison to Quanta’s compensation strategy, business objectives, market practices and leading practices. Deloitte’s observations regarding Quanta’s current executive compensation program, based on its review of Quanta’s public disclosures, Compensation Committee meeting materials, compensation plan documents, historical compensation awards, proxy advisory firm reports and discussions with key members of management and the Compensation Committee, were reflected in a 2012 report (the “2012 Deloitte Comprehensive Review”).

This effort focused on the more senior personnel within corporate management and operating unit management, while still allowing the Compensation Committee to exercise its authority on a summary level of aggregated amounts with respect to broader management groups. This initiative resulted in modification of the design of awards under the 2014 annual and long-term (formerly referred to as supplemental) incentive plans for Quanta’s senior leadership team, consisting of approximately 20 individuals, including the NEOs, other executive officers, corporate vice presidents and functional leads.

Compensation Discussion & Analysis

Summary of Changes Implemented

Based on the 2012 Deloitte Comprehensive Review, Deloitte’s report of Quanta’s competitiveness of our executive compensation program relative to a public company peer group and survey data in the fourth quarter of 2012 and information contained in the Deloitte Compensation Studies, the Compensation Committee decided to implement changes to our executive compensation program beginning in 2014, which are described below and summarized in the following table.

Compensation Discussion & Analysis

With respect to awards for the 2014 performance year under the annual incentive plan, the Compensation Committee considered the number of metrics that would be appropriate and concluded that measuring performance against at least two metrics would better facilitate strategic growth while maintaining Quanta’s entrepreneurial culture. The Compensation Committee recognized the benefit of evaluating more than one performance measure and applying different weights to each measure. With respect to the type of performance metric, the Compensation Committee acknowledged the merits of utilizing a financial performance metric tied to profit, as well as performance metrics tied to strategic measures. The Compensation Committee believed that evaluating individual performance in the annual incentive plan, rather than in the long-term incentive plan, would better achieve its objectives and further, that adjusted organic EPS growth would be a more comprehensive measure for evaluating NEO performance than operating income. See “Executive Compensation Decisions for 2014 – Annual Incentive Plan” for detailed information about the components of the annual incentive plan.

With respect to awards under the 2014 long-term incentive plan, the Compensation Committee considered both the number and type of vehicles utilized and the performance metrics employed for purposes of compensating senior management. Previously, awards under the supplemental incentive plan for senior management consisted of performance-based grants of restricted stock or RSUs that vested in equal annual installments over a 3-year period, with 50% of the award opportunity based on achievement of an adjusted return on equity target and the remaining 50% of the award opportunity based on attaining individual strategic objectives. The Compensation Committee considered the fact that many companies in Quanta’s peer group recognize long-term performance through grants of two types of equity vehicles, most commonly performance based awards and time-vested restricted stock or RSUs. The Compensation Committee concluded that providing time-vested RSUs as the equity vehicle for a portion of the long-term incentive would foster retention and enhance the competitiveness of Quanta’s compensation program for senior management. The Compensation Committee decided to employ a “portfolio approach” to long-term incentives in order to diversify the types of incentives and enable Quanta to achieve multiple parallel objectives. The Compensation Committee believed that a combination of multiple award types could simultaneously foster retention, emphasize pay-for-performance, and link compensation to stock price appreciation. See “Executive Compensation Decisions for 2014 – Long-Term Incentive Plan” for further information about the components of the long-term incentive plan.

Additionally, in January 2014 the Compensation Committee approved a nonqualified deferred compensation plan for certain employees, including the NEOs. See“Executive Compensation Decisions for 2014 – Deferred Compensation Plan” for additional information about the deferred compensation plan and the 2014 Nonqualified Deferred Compensation Table for additional information about contributions to the plan, earnings/losses under the plan and aggregate balances for our NEOs under the plan.

Recognition of Transitional Disclosure Implications Associated with Changes Implemented2015

With the redesign of our long-term equity-based awards in 2014, the Compensation Committee recognized that, in this transition year, the 2014 Summary Compensation Table on page 51 and the 2014 Grants of Plan-Based Awards Table on page 54 would reflect compensation decisions and equity awards under two distinct plan designs, one associated with a completed one-year performance period and the other relating to a prospective multi-year performance period. Consequently, the total compensation shown in the 2014 Summary Compensation Table and the equity-based awards shown in the 2014 Grants of Plan-Based Awards Table for Messrs. O’Neil, Austin and Jensen can be viewed asoverstated. This overstatement results from reporting in our 2014 compensation tables, as required by the SEC proxy disclosure rules, the value of both (i) awards granted in March 2014 relating to achievement of performance objectives under the 2013 supplemental incentive plan and special transaction bonuses associated with 2013 performance, and (ii) awards granted in March 2014 under the newly designed 2014 long-term incentive plan relating to a 3-year performance period ending December 31, 2016.