Mix of Skills and Experience

The Board of Directors unanimously recommendsgraphic below depicts a voteFOR the election of eachnumber of the director nominees.key skills, experiences and attributes our Board believes to be important to have represented on the Board and identifies the number of continuing directors having those skills, experiences and attributes.

10Quanta Services, Inc.

Understanding of, and experience in, the industries or markets we serve as a result of serving as a director or executive officer of a company that operates in such industries or markets				Experience as a chief financial officer of, or service in similar financial oversight function for, a public or private company or meets the definition of financial expert within the meaning of U.S. Securities and Exchange Commission (“SEC”) regulations
Experience as a chief executive officer, president or other executive officer of a public or private company or leadership of a regulatory agency, with responsibility for, among other things, talent development and management of human capital				Service in, or experience interacting with, governmental or regulatory entities or experience overseeing the legal department of a public company
Experience managing and overseeing risk processes and procedures in a public or private company or other context, with responsibility for, among other things, business, financial, cybersecurity and sustainability risks				Current or prior service on the board of directors of a public company
Experience in an executive officer role responsible for the oversight of operations and the development of a business strategy for a public or private company

8PROXY STATEMENT 2020

evolve in response to changes in strategy or business environment, and what constitutes an appropriate level of risk for Quanta as well as how such risks are managed.

Quanta. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility foroversee risk management.management in certain areas. Specifically, the Audit Committee focuses on risks relating to financial reporting, internal controls, information technology security programs, including cybersecurity, and compliance with legal and regulatory requirements. In addition,requirements; 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 risk management profile.profile; and the Investment Committee focuses on risks associated with prospective acquisitions, dispositions and investments. Quanta’s Governance and Nominating Committee focuses on risks relating to Quanta’s corporate governance and Board membership and structure, as well as corporate responsibility and sustainability matters, including environmental and social issues. The Governance and Nominating Committee also conducts an annual assessment of theperiodically reviews Quanta’s risk management process, and reportsreporting 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.

12Quanta Services, Inc.

COMMITTEES OF THE BOARDCommittees 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 chartersresponsibilities, all of which are posted in the “Investors & Media Investor Relations / Governance”Governance section of our website atwww.quantaservices.com. The current membership and the number of meetings held during the last fiscal year and the primary responsibilities of each standing committee are set forth below:

2017 Proxy Statement13

Table of ContentsAudit Committee

CORPORATE GOVERNANCE

		AuditChairman of the Committee Worthing F. Jackman (I)(F) Committee Members Vincent D. Foster (I)(F) Bernard Fried (I)(F) Meetings During 2019: 8

●•Appointing, compensating and overseeing the independent registered public accounting firm, considering, among other things, the accounting firm’s qualifications, independence and reviewingperformance •  Reviewing and approving audit andnon-audit services performed by the accounting firm and determining whether the performance of such services is compatible with the accounting firm’s independence ●•Reviewing and approving the scope and procedures of the accounting firm’s annual audit, and reviewing the final audit, including any comments, recommendations or problems encountered ●•Reviewing and discussing quarterly reports from the accounting firm on, among other things, critical accounting policies and practices and any alternative treatments of financial information within generally accepted accounting principles (“GAAP”) ●•Conducting an annual review of the accounting firm’s internal quality control measures and all relationships between the accounting firm and Quanta ●•Reviewing management’s report on internal control over financial reporting and the accounting firm’s attestation of Quanta’s internal control over financial reporting ●•Reviewing any significant deficiencies or material weaknesses in the design or operation of Quanta’s internal control over financial reporting and any fraud involving management or other financial reporting personnel ●•Monitoring the quality and integrity of financial statements and earnings press releases, as well as the financial information and earnings guidance provided therein (includingnon-GAAP information) ●•Reviewing the performance of Quanta’s internal audit function, including the internal audit director, and the scope and results of the annual internal audit plan ●•Establishing and maintaining procedures for receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters and for the confidential submission of employeesemployee reports regarding questionable accounting or auditing matters ●•Considering policies with respect to risk assessment and risk management ●•Reviewing and approving, as appropriate, related party transactions

Meetings During 2016: 8(I)

Independent within the meaning of SEC regulations, NYSE corporate governance listing standards and our Corporate Governance Guidelines

(F)

Audit Committee Financial Expert within the meaning of SEC regulations, as determined by the Board

12Committee Members
Vincent D. FosterPROXY STATEMENT 2020		(I)(F)

Compensation Committee

STOCKHOLDER ENGAGEMENT AND COMMUNICATIONS WITH THE BOARDEngagement and Communications with the Board

The Board believes that effective corporate governance includes constructive conversations and the development of long-term relationships with our stockholders. We value such engagement and believe it is important to address any questions or concerns and consider all input on Company policies and practices. During 2016,We also review and analyze the Boardvoting results and feedback from our annual meetings to identify any topics of interest or concern.

Members of our management have historically engaged with stockholdersin extensive investor outreach on a variety of financial and operational topics, including long-term strategy, capital allocation priorities and industry dynamics. In a given year, we have numerous interactions with stockholders and members of the investment community on these matters and host or participate in various investor conferences and events.

We also conduct an annual stockholder engagement program focused on governance- and compensation-related topics, including board refreshmentstructure and oversight of strategy and risk, executive compensation, equity incentive compensation grant practices and corporate responsibility and sustainability. Our engagement team includes members of senior management, and when requested, independent directors or subject matter experts, and seeks to identify and address any areas of concern. During 2019, in connection with this new program, we contacted stockholders representing greater than 40% of our outstanding common stock, $0.00001 par value (“Common Stock”) as of December 31, 2019. Management and the Board received and reviewed valuable feedback on several topics, including board diversity and refreshment, executive compensation. We welcome additional dialogue on thesecompensation structure, political spending oversight and other sustainability matters, and we have incorporated somecertain of thethis feedback we received into this proxy statementhelped inform subsequent discussions regarding our governance and compensation practices

Stockholders and other interested parties may communicate with one or more of our directors, including ournon-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

Board and Committee Evaluations

Board and committee evaluations play an important role in ensuring the effective functioning of the Board. Therefore, the Board and each committee conduct annual self-assessments, which are overseen by the Governance and Nominating Committee. The results of these assessments are compiled, without attribution, and sent to the directors for a full Board assessment and to the committee members of each committee for a committee assessment. Additionally, the Chairman of the Board conducts one-on-one discussions with each director to gather feedback on Board and committee operations, practices and performance. Information derived from the evaluation process is also considered by the Governance and Nominating Committee when searching for and evaluating potential future director candidates

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 thatIf any vacancies are anticipated or otherwise arise, the Governance and Nominating Committee will consider director 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 2018 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 directorare evaluated does not differ if the nominee is recommended by a stockholder.

2017 Proxy Statement15

Table of Contents

CORPORATE GOVERNANCE

As discussed above, Mr. Ranck will not stand for re-election at the 2017 annual meeting. In connection with Mr. Ranck’s determination not to stand for re-election, the Governance and Nominating Committee recommended and the Board approved a decrease in the number of directors constituting the Board by one, effective as of May 24, 2017, so that the Board shall thereafter consist of nine directors until otherwise determined in accordance with Quanta’s bylaws.

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. Once a potential director nominee is identified or recommended, the committee makes an initial determination as to whether to conduct a full evaluation based on, whateveramong other things, the information is provided to the committee with the recommendation, of the candidate and the committee’s own knowledge of the candidate, which may be supplemented bysupplemental inquiries to the recommending person or others, or by a background check. If the committee determines to further pursue the candidate, it then will evaluate the extent to which the candidate meetsis evaluated based on the qualifications described in “Director Qualifications” below.

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The Governance and Nominating Committee also considers other relevant factors it deems appropriate, includingsuch as the current composition of the Board (including itswith respect to 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(including service as a director on the boards of other public companies.companies). After this evaluation, the committee determines whether to interview the candidate and may also ask the candidate to meet with members of Quanta’s management or other Board members. After completing thisits 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.

The Board values diversity in its broadest sense. TheWith that goal in mind, and pursuant to our Corporate Governance Guidelines, the Board endeavors to have a group of directors representing representing:

As part ofThe Board, in connection with its refreshment processmost recent director candidate searches in 20122016 and 2016, in anticipation of2019, took deliberate steps to identify and appoint qualified, diverse candidates meeting the departure of certain long-tenured directors,above characteristics. Specifically, the Board took steps to increase its diversity. The Board engaged and directed a nationally recognized executive recruitingsearch firm to identify potential candidates who met the director qualifications set forth below. The Board also requested that the firm include womenconduct a national search for highly qualified, experienced and persons with diverse ethnicities in the candidates presented for consideration.

candidates. As a result of these searches, Ms. Shannon was appointed to the Board in December 2012, and Messrs. Beneby and McClanahan were appointed to the Board in March 2016. For more information about the experience and qualifications of Ms. Shannon and Messrs. Beneby and McClanahan, see “Quanta Board of Directors.” Ourefforts, our Board is pleased with the progress made to date in connection with its diversity objectives.objectives, and intends to continue to focus on identifying qualified, diverse director candidates.

DIRECTOR QUALIFICATIONSDirector Qualifications

Our Corporate Governance Guidelines contain Board membership qualifications that the Governance and Nominating Committee considers in selecting nominees for our Board. The Corporate Governance Guidelinesguidelines state that 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. Theystockholders, and 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. As mentioned above, our Corporate Governance GuidelinesThey also provide that Board members should collectively have diverse experience at policy-making levels of different types of organizations and should individually have experience in areas that are relevant to Quanta’s business and demonstrated leadership skills in the organizations with which they are or have been affiliated. As discussed above, theThe Board wants its members to represent a broad range of viewpoints and backgrounds, and our Corporate Governance Guidelines expressly mention seeking candidates with the requisite qualifications who would add gender and ethnic diversity to our Board.

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 thata Board membersmember should not serve on more than three additional public company boards, and a Board membersmember that areis a chief executive officersofficer (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 occur after their 73rd birthday; however, the full Board may make exceptions to the mandatory retirement age in special circumstances.

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Current Director Compensation

At every annual meeting of stockholders at which anon-employee director is elected orre-elected, each such director receives (i) an annual award of restricted stock units (“RSUs”) having a value of $140,000$150,000 and (ii) subject to the prospective increase in the Board membership cash retainer described below, the applicable annual cash retainer(s) set forth below for board membership, committee membership, and board/committee leadership to which such non-employee director is appointed::

		Annual Membership Cash Retainer		Annual Cash Retainer Supplement For Committee Chairmanship
Board of Directors		$75,000		N/A
Audit Committee		$15,000		$15,000
Compensation Committee		$10,000		$15,000
Governance and Nominating Committee		$10,000		$10,000
Investment Committee		$10,000		$10,000

		Annual Membership Cash Retainer				Annual Cash Retainer Supplement For Committee Chairmanship
Board of Directors			$85,000				–
Audit Committee			$15,000				$20,000
Compensation Committee			$10,000				$15,000
Governance and Nominating Committee			$10,000				$15,000
Investment Committee			$10,000				$15,000

Upon initial appointment to the Board other than at an annual meeting of stockholders, each anon-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.

Ournon-employee Chairman of the Board receives additional annual compensation in the amount of $180,000, of which 50% is payable in cash and 50% is payable in RSUs. Upon the initial appointment of anon-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 thenon-employee director’s Board service is terminated earlier, RSUs generally vest shortly afterupon conclusion of the director service year. Subject to the terms of applicable award agreements, unvested RSUs held by (i) anynon-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 are-nomination, the identification of a new nominee, or the desire to retire at the end of a term, or (ii) anynon-employee director who resigns at Quanta’s convenience, including any resignation resulting from thenon-employee director’s failure to receive a majority of the votes cast in an election for directors as required by Quanta’s Bylaws,bylaws, vest in full on the earlier of (a) May 28th followingthe conclusion of the director service year, or (b) the date of suchnon-employee director’s termination of service. RSUs granted to non-employee directors are generally settled in shares of Quanta Common Stock, provided that anon-employee directors director may elect to settle up to 50% of any award in cash if he or she 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.

Generally, meeting fees are not paid. However, in order to compensate for the time required to accommodate extraordinary meeting activity, eachnon-employee director receives a fee for attendance at the tenth and any subsequent Board meeting or the tenth and any subsequent

18PROXY STATEMENT 2020

committee meeting, in each case during a single director service year, as follows: $2,000 for attendance at aanin-person board meeting in person;meeting; $1,000 for participation at a telephonic board meeting by telephone;meeting; $1,000 for attendance at aanin-person committee meeting in person;meeting; and $500 for participation at a telephonic committee meeting by telephone.meeting.

Directors are also reimbursed for reasonableout-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 are also are employees of Quanta or any of its subsidiaries do not receive additional compensation for serving as directors. Currently, eight ninenon-employee director nominees are standing for election at the annual meeting. As President and Chief Executive Officeran executive officer of Quanta, during 2016, Mr. Austin received no compensation for his service as a director of Quanta. The compensation received by Mr. Austin as an employee of Quanta is set forth in the 2016 Summary Compensation Table.

2017 Proxy Statement17

Messrs. Mr. Foster Fried, Jackman and Wood elected to defer all or a portion of theirhis cash compensation and/or RSU awards during 2016.2019.

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 fiscalyear-end following initial election to the Board to accumulate the stock ownership prescribed by the guidelines. As of December 31, 2016,2019, allnon-employee directors exceededwere in compliance with the requirements of the stock ownership guidelines either by exceeding the prescribed ownership level or being expected to exceedmaking ratable progress toward the prescribed ownership level within five years of appointment.the accumulation period.

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