DEF 14A of Mastec Inc
Filed Apr 9, 2026 · FY20250001140361-26-014022
DIRECTOR NOMINEES
DIRECTOR NOMINEES The following table summarizes information about the three director nominees. As noted, all have been determined to be independent in accordance with the NYSE independence standards and our director independence guidelines except for Mr. Jorge Mas.
DIRECTOR NOMINEES
| Name | Age | Director since | Occupation | Independent | Committee memberships/ positions | | Ernst N. Csiszar | 75 | 2005 | Private investor | Yes | Chair E, D | | Julia L. Johnson | 63 | 2002 | President of Net Communications, LLC | Yes | Chair B, A, C, D | | Jorge Mas | 63 | 1994 | Chairman of the Board of MasTec, Inc. | No | Chair A |
DIRECTOR NOMINEES
Committee memberships/positions key: A Executive Committee B Nominating, Sustainability and Corporate Governance Committee C Finance and M&A Committee D Audit Committee E Compensation Committee
DIRECTOR NOMINEES
| 4 | MasTec, Inc. |
COMPENSATION HIGHLIGHTS
| ▫ | We accomplish these objectives by providing our NEOs the following primary elements of compensation: base salary and annual performance-based incentives paid partially in restricted stock (as discussed in the “Compensation Discussion and Analysis” section on page 30) |
COMPENSATION HIGHLIGHTS
| ▫ | Three-year vesting period for equity awards |
COMPENSATION HIGHLIGHTS
| ▫ | Caps on annual bonuses |
COMPENSATION HIGHLIGHTS
| ▫ | Use of independent compensation consultant to benchmark and analyze compensation metrics |
COMPENSATION HIGHLIGHTS
| ▫ | No re-pricing of stock options without shareholder approval (no options issued since 2006) |
COMPENSATION HIGHLIGHTS
| ▫ | No excise tax gross-up provisions in post-2016 employment agreements and commitment to not have in any new agreements |
COMPENSATION HIGHLIGHTS
| ▫ | No single trigger change in control provisions in post-2016 employment agreements and commitment to have double trigger provisions in any new agreements |
CYBER
CYBER The following charts were prepared by Security Scorecard for our Board of Directors. Security Scorecard measures security performance based upon evidence of compromised systems, diligence, user behavior and security incidents to provide an evidence-based measure of performance. Our Audit Committee routinely reviews our scorecard as part of its oversight of cyber security risks. For more information regarding our cybersecurity risk management, strategy and governance, please see Item 1C, “Cybersecurity” contained in our Form 10-K for the year ended December 31, 2025.
BOARD AND COMMITTEE MEMBERSHIP
BOARD AND COMMITTEE MEMBERSHIP Set forth below is certain information on our Directors and Director Nominees, each of whom is a current director. Nominees:
BOARD AND COMMITTEE MEMBERSHIP
| Class I Directors: |
BOARD AND COMMITTEE MEMBERSHIP
| Ernst N. Csiszar |
BOARD AND COMMITTEE MEMBERSHIP
| Director since: 2005 Independent: Yes Committees: Audit; Chair of Compensation |
Age: 75 | Gender: Male | Race/Ethnicity: White
Age: 75 | Gender: Male | Race/Ethnicity: White Mr. Csiszar is currently a private investor and serves on the Board of Directors of American Integrity Insurance Company (NYSE: AII), a property and casualty insurance company. From September 2004 until his retirement in September 2006, Mr. Csiszar was the President and Chief Executive Officer of the Property Casualty Insurers Association of America, the property and casualty insurance industry’s principal trade association. Mr. Csiszar was the Director of Insurance for the State of South Carolina from February 1998 to August 2004 and served as President of the National Association of Insurance Commissioners in 2004. Mr. Csiszar also served as the President and Chief Executive Officer of Seibels Bruce Group, Inc., a property and casualty insurance company, from 1995 to 1998. He was also a visiting professor at the School of Business at the University of South Carolina and served as Managing Co-director of Holborn Holdings Corporation, a European investment banking firm.
Age: 75 | Gender: Male | Race/Ethnicity: White
| Board Skills and Qualifications: Mr. Csiszar brings to our Board his extensive experience in insurance and risk management, executive leadership and his advisory experience in financial matters. Mr. Csiszar is considered an “audit committee financial expert” under applicable SEC rules. |
Age: 75 | Gender: Male | Race/Ethnicity: White
| Julia L. Johnson |
Age: 75 | Gender: Male | Race/Ethnicity: White
| Director since: 2002 Independent: Yes Committees: Chair of Nominating, Sustainability and Corporate Governance; Executive; Finance and Mergers & Acquisitions; Audit |
Age: 63 | Gender: Female | Race/Ethnicity: Black
Age: 63 | Gender: Female | Race/Ethnicity: Black Since January 2001, Ms. Johnson has been the President of Net Communications, LLC, a regulatory analysis and public policy consulting firm that specializes in the communications, energy, and information technology public policy arenas. Ms. Johnson served on the Florida Public Service Commission from January 1992 until November 1999 and served as chairwoman from January 1997 to January 1999. Ms. Johnson also chaired Florida’s Information Service Technology Development Task Force, which advised then Florida Governor Jeb Bush on information technology policy and related legislative issues, from November 1999 to July 2001. Ms. Johnson also serves on the Board of Directors of American Water Works Co., Inc. (NYSE: AWK), and formerly served on the Board of Directors of each of First Energy Corp. (NYSE: FE) and Northwestern Corporation (Nasdaq: NWE).
Age: 63 | Gender: Female | Race/Ethnicity: Black
| Board Skills and Qualifications: Ms. Johnson brings to our Board extensive knowledge with respect to the regulatory process and policy development in several of our industries, many years of service on the boards of several other public companies and a deep understanding of corporate governance. |
Age: 63 | Gender: Female | Race/Ethnicity: Black
| MasTec, Inc. | 15 |
Age: 63 | Gender: Female | Race/Ethnicity: Black
| Jorge Mas |
Age: 63 | Gender: Female | Race/Ethnicity: Black
| Director since: 1994 Chairman since: 1998 Independent: No Committees: Chair of Executive |
Age: 63 | Gender: Male | Race/Ethnicity: Hispanic
Age: 63 | Gender: Male | Race/Ethnicity: Hispanic Mr. Mas is Chairman of the Board and Co-Founder of MasTec, Inc. (NYSE: MTZ) and has been involved in all phases of the Company’s development since its creation in 1994. Mr. Mas is also the managing partner of a private equity group which manages a diverse portfolio of operating companies and investments. He has served on over a dozen corporate boards assisting in strategic growth strategies and corporate governance. Jorge Mas is Managing Owner of the Miami Major League Soccer franchise, Inter Miami CF. Mr. Mas is the Chairman of the Board of the Cuban American National Foundation (CANF) founded in 1981 and dedicated to the promotion of a free and democratic Cuba. Mr. Mas has been recognized as one of the 100 most influential Hispanics in the United States by Latino Leaders Magazine. He is the past recipient of the Simon Wiesenthal Center National Community Service Award for his contribution toward freedom and received the Bravura Award for his defense of free speech. Mr. Mas graduated from the University of Miami with a bachelor’s degree in business administration in 1984 and a master’s in business administration in 1985. Mr. Mas is the brother of Jose R. Mas, our Chief Executive Officer and a member of our Board.
Age: 63 | Gender: Male | Race/Ethnicity: Hispanic
| Board Skills and Qualifications: Mr. Mas brings to our Board executive and management leadership experience, strategy, vision, considerable knowledge and understanding of our operations, challenges and opportunities, and markets, and a unique historical perspective as our longest serving Board member and having served in many capacities (including Chief Executive Officer) in his more than 30 years with us. |
Age: 63 | Gender: Male | Race/Ethnicity: Hispanic
| 16 | MasTec, Inc. |
Age: 63 | Gender: Male | Race/Ethnicity: Hispanic
| Class II Directors: |
Age: 63 | Gender: Male | Race/Ethnicity: Hispanic
| Jose R. Mas |
Age: 63 | Gender: Male | Race/Ethnicity: Hispanic
| Director since: 2001 Independent: No |
Age: 54 | Gender: Male | Race/Ethnicity: Hispanic
Age: 54 | Gender: Male | Race/Ethnicity: Hispanic Mr. Mas has been our Chief Executive Officer, referred to as the CEO, since April 2007 and has been a member of our Board since August 2001. From April 2007 to January 2010, Mr. Mas was also our President. Mr. Mas served as MasTec’s Vice Chairman of the Board and Executive Vice President—Business Development from August 2001 until March 2007. Mr. Mas started with MasTec in 1992, and from 1999 until 2001 he was head of MasTec’s Communications Service Operation. Mr. Mas is the brother of Jorge Mas, our Chairman of the Board. Mr. Mas is a member of the Board of Directors of Helmerich & Payne, Inc. (NYSE: HP).
Age: 54 | Gender: Male | Race/Ethnicity: Hispanic
| Board Skills and Qualifications: Mr. Mas brings to our Board executive leadership and vision, considerable knowledge of, and a unique perspective on, our business, strategy, development, opportunities, operations, people, competition and financial position. |
Age: 54 | Gender: Male | Race/Ethnicity: Hispanic
| Javier Palomarez |
Age: 54 | Gender: Male | Race/Ethnicity: Hispanic
| Director since: 2015 Independent: Yes Committees: Nominating, Sustainability and Corporate Governance and Compensation |
Age: 65 | Gender: Male | Race/Ethnicity: Hispanic
Age: 65 | Gender: Male | Race/Ethnicity: Hispanic Mr. Palomarez is President and Chief Executive Officer of the United States Hispanic Business Council, an organization that advocates for Hispanic-American business builders, job creators and taxpayers, since September 15, 2021, and was the President and Chief Executive Officer of the United States Hispanic Chamber of Commerce, a trade organization that promotes the interests of Hispanic owned businesses, from 2000 until February 2018. Mr. Palomarez has served on a variety of boards and advisory councils in both the public and private sectors, including the Comcast NBC Universal Diversity Advisory Council, the Goldman Sachs 10,000 Small Businesses Advisory Board, the International Republican Institute and the National 4-H Council Board of Trustees. Mr. Palomarez is a member of the Washington Economic Club and serves on the FCC Diversity Advisory Council. Prior to joining the USHCC, Mr. Palomarez served in various executive capacities with Allstate Insurance Corporation, Sprint, Inc. and Bank of America. Mr. Palomarez served on the Board of Directors of Forward Air, Inc. in 2017.
Age: 65 | Gender: Male | Race/Ethnicity: Hispanic
| Board Skills and Qualifications: Mr. Palomarez brings to our Board significant experience in marketing, media relations, governmental and minority business affairs. In addition, he has significant knowledge of international affairs, particularly regarding Mexico and South America. |
Age: 65 | Gender: Male | Race/Ethnicity: Hispanic
| MasTec, Inc. | 17 |
Age: 65 | Gender: Male | Race/Ethnicity: Hispanic
| Class III Directors: |
Age: 65 | Gender: Male | Race/Ethnicity: Hispanic
| C. Robert Campbell |
Age: 65 | Gender: Male | Race/Ethnicity: Hispanic
| Director since: 2016 Independent: Yes Committees: Chair of Audit; Finance and Mergers & Acquisitions |
Age: 81 | Gender: Male | Race/Ethnicity: White
Age: 81 | Gender: Male | Race/Ethnicity: White Mr. Campbell has over 30 years of senior financial management experience. From October 2004 to December 2013, Mr. Campbell was MasTec’s Executive Vice President and Chief Financial Officer. From 2002 to 2004, he was Executive Vice President and CFO for TIMCO Aviation Services, Inc. From 1998 to 2000, Mr. Campbell was the President and CEO of BAX Global, Inc. and from 1995 to 1998 Executive Vice President-Finance and CFO for Advantica Restaurant Group, Inc. From 1974 until 1995 Mr. Campbell held various senior management positions with Ryder System, Inc., including as Executive Vice President, Human Resources and Administration and for 10 years as Executive Vice President and CFO of its Vehicle Leasing and Services Division. Mr. Campbell, who is a Certified Public Accountant (inactive), has a Bachelor of Science degree in Industrial Relations from the University of North Carolina, an MBA from Columbia University and a Master of Science in Accounting from Florida International University. Mr. Campbell previously served as Director for Forward Air Corporation (Nasdaq: FWRD), and as its Lead Director, Audit Committee Chairman and Compensation Committee Chairman. Mr. Campbell also previously served as Lead Director and Vice-Chairman of the Board of Directors of the Pernix Group, Inc. where he served as its Audit Committee Chairman and was a member of its Compensation Committee. Mr. Campbell is also considered an “audit committee financial expert” under applicable SEC rules.
Age: 81 | Gender: Male | Race/Ethnicity: White
| Board Skills and Qualifications: Mr. Campbell brings to our Board his impressive experience in accounting, finance and executive leadership. In addition, Mr. Campbell brings unique knowledge of MasTec, our operations and our financial history and constituents. |
Age: 81 | Gender: Male | Race/Ethnicity: White
| Robert J. Dwyer |
Age: 81 | Gender: Male | Race/Ethnicity: White
| Director since: 2004 Independent: Yes Committees: Chair of Finance and Mergers & Acquisitions; Audit; Compensation; Nominating, Sustainability and Corporate Governance; Executive |
Age: 82 | Gender: Male | Race/Ethnicity: White
Age: 82 | Gender: Male | Race/Ethnicity: White Mr. Dwyer retired in 1999 and is currently a private investor. Prior to 1999, Mr. Dwyer spent 17 years with Morgan Stanley and Dean Witter Reynolds in various executive positions. He currently serves as a director of Bimini Capital Management, Inc. and formerly served as a director of BNY/Ivy Multi-Strategy Hedge Fund, LLC. Mr. Dwyer has numerous charitable and civic interests and has served on boards of several public and private companies.
Age: 82 | Gender: Male | Race/Ethnicity: White
| Board Skills and Qualifications: Mr. Dwyer brings to our Board his executive leadership and management experience, many years of service on the boards of several other public and private companies and extensive experience with respect to corporate capital structures and capital markets, strategic planning, corporate finance and mergers and acquisitions, and is considered an “audit committee financial expert” under applicable SEC rules. |
Age: 82 | Gender: Male | Race/Ethnicity: White
| 18 | MasTec, Inc. |
Age: 82 | Gender: Male | Race/Ethnicity: White
| Ava L. Parker |
Age: 82 | Gender: Male | Race/Ethnicity: White
| Director since: 2022 Independent: Yes Committees: Nominating, Sustainability and Corporate Governance |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
2025 Director Compensation
2025 Director Compensation In May 2024, the Compensation Committee directed its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”) (see the “Role of Compensation Consultant” section on page 36 regarding the Compensation Committee’s retention of Meridian), to conduct a competitive review of MasTec’s independent director compensation program. Meridian’s review assessed our independent director compensation program against peer group practices (Meridian used the same peer group to assess our Named Executive Officers’ compensation that is described below under the caption “Role of Peer Companies and Benchmarking”). Based upon the results of the competitive review, since July 1, 2024 the annual retainer has been set at $300,000, and is paid on a quarterly basis, the lead Director retainer has been set at $40,000 and the Audit Committee Chair retainer has been set at $30,000. A minimum of 55% of the compensation must be taken in the form of common stock to be issued under the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, which we refer to as the 2013 ICP, but directors may elect to take a greater portion of the quarterly fee in common stock and committee chairpersons may elect to take all or a portion of their annual retainers in the form of common stock. Shares will be valued at the last sale price of the common stock on the NYSE at the close of trading on the applicable quarterly payment date. Directors must make an initial election during an open trading window under MasTec’s insider trading policy and can change such election during an open trading window. The remainder of the retainer, if any, will be paid in the form of cash. Since January 1, 2020, our independent director compensation policy provides that independent directors must own, at the end of each calendar quarter, a minimum of $500,000 in Company common stock valued based on the average closing price of the Company’s common stock on the NYSE during the 30 trading days preceding such quarter-end. Independent directors have five years to meet the requirement and new independent directors have a five-year exception period to meet such requirement. No independent director serving more than five years as of 2025 owned less than $2,482,800 in Company common stock as of December 31, 2025. See the “Stock Ownership and Retention Guidelines” section on page 40 for more information on our stock ownership and retention guidelines. Independent Director Compensation is summarized in the following table:
2025 Director Compensation
| Compensation Component | Director Compensation | | Annual Board Retainer | $300,000 | | Lead Independent Director | $40,000 | | Audit Committee Chair | $30,000 | | Compensation Committee Chair | $15,000 | | Nominating, Sustainability and Corporate Governance Committee Chair | $15,000 | | Finance and Mergers & Acquisitions Committee Chair | $5,000 | | Stock Ownership Requirement | $500,000 |
Jorge Mas Compensation
| ▪ | The grant by the Compensation Committee on March 18, 2026, of a cash bonus of $1,350,000 and a grant of 15,838 shares of restricted stock with a market value of approximately $4,800,000.* |
Deferred Fee Plan
Deferred Fee Plan Under the terms of the MasTec, Inc. Deferred Fee Plan for Directors, as amended, or the Deferred Fee Plan, directors may elect to defer the receipt of cash and stock fees for their services as directors. Each director may elect the type and percentage of fees to be deferred. Deferred cash fees may be directed to a deferred cash account or a deferred stock account (or both). Deferred stock fees may only be directed to a deferred stock account. Elections to defer fees remain in force unless amended or revoked within the required time periods. MasTec will periodically credit gains, losses and earnings to a director’s deferred cash account in accordance with the investment options selected by the director, until the full balance of the director’s deferred cash account has been distributed. The deferred stock account will be credited with stock dividends (or with cash dividends that are converted to deferred stock credits pursuant to the Deferred Fee Plan). Distribution of a director’s cash and stock accounts will begin on January 15 of the year following the directors’ termination of all services with us or, in the case of a change of control (as defined in the Deferred Fee Plan), in a lump sum as soon as practicable following such change of control. Distributions from the deferred cash account will be made in cash and distributions from the deferred stock account will be made in shares of MasTec’s common stock. Distributions on account of a director’s termination of all services with us will either be made in a lump-sum payment or in up to five consecutive installments as elected by the director.
Director Compensation Table
Director Compensation Table The following table sets forth a summary of the compensation we paid to our directors for services rendered in 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total ($) | | C. Robert Campbell | $164,725 | $165,275 | $330,000 | | Ernst N. Csiszar | $134,385 | $180,615 | $315,000 | | Robert J. Dwyer | $179,725 | $165,275 | $345,000 | | Julia L. Johnson | $149,725 | $165,275 | $315,000 | | Javier Palomarez | $134,725 | $165,275 | $300,000 | | Ava L. Parker (3) | $89,730 | $210,270 | $300,000 | | Jorge Mas (4) | — | — | — |
Director Compensation Table
| (1) This column reports the amount of compensation earned for Board and committee service elected to be received in cash. |
Director Compensation Table
| (2) This column represents the amount of compensation earned for Board and committee service elected to be received in stock. Amounts shown in this column represent the fair value of the awards as of date of issuance computed in accordance with FASB ASC Topic 718. Each restricted stock award was valued at the closing market price of our common stock on the date of the grant. For additional information regarding assumptions underlying the valuation of equity awards and the calculation method, please refer to Note 10 in our Consolidated Financial Statements, which are contained in our Form 10-K for the year ended December 31, 2025. |
Director Compensation Table
| (3) Ms. Parker participated in the Deferred Fee Plan as detailed above. |
Director Compensation Table
| (4) Mr. Mas’ compensation related to his contributions as an employee of MasTec are detailed above. Mr. Mas did not receive any compensation for his role as our chairman in 2025. |
Director Compensation Table
As of December 31, 2025, there were no outstanding stock option awards or unvested stock awards for any independent director.
Director Compensation Table
| * The grant date value of the restricted stock award, which vests three years after the grant date, is based on the closing market price of $303.07 for a share of our common stock on March 18, 2026. |
Director Compensation Table
| 24 | MasTec, Inc. |
PROPOSAL NO. 1: Election of Directors
PROPOSAL NO. 1: Election of Directors The Board has nominated Ernst N. Csiszar, Julia L. Johnson and Jorge Mas to stand for election as Class I Directors to hold office until the 2029 Annual Meeting of Shareholders and until their respective successors are elected and qualified. The Class I director nominees are incumbent directors. The Board is composed of eight directors elected in three classes, with three Class I Directors, two Class II Directors and three Class III Directors. We have maintained a classified board structure since MasTec became a public company in 1994. Our Board believes this approach provides greater board stability that allows us to execute on strategies that deliver long-term shareholder value, such as the multi-year strategic transition that now allows us to capitalize on the growing demand for renewable energy and power delivery services. Our Board also believes that our classified structure is a key factor that allows us to continue to meet the criteria necessary to maintain our certification as a Minority-Controlled Company by the National Minority Suppliers Development Council. This certification allows MasTec to be recognized as a minority contractor throughout the United States and across a range of industries that we serve, which assists us in winning new business. Except as otherwise provided under our Amended and Restated Bylaws and the Florida Business Corporation Act, directors in each class hold office for three-year terms. The terms of the classes are staggered so that the term of only one class terminates each year. The terms of the current Class I Directors expire at the Annual Meeting, the terms of the Class II Directors expire at the 2027 Annual Meeting of Shareholders and the terms of the Class III Directors expire at the 2028 Annual Meeting of Shareholders. If elected, the nominees for Class I Directors will serve until the 2029 Annual Meeting of Shareholders. Additional background information regarding the nominees for election is provided in the “Board and Committee Membership” section beginning on page 15. MasTec has no reason to believe that any of these nominees will refuse or be unable to serve as a director if elected; however, if any of the nominees refuses or is unable to serve, each proxy that does not direct otherwise will be voted for a substitute nominee designated by the Board.
PROPOSAL NO. 1: Election of Directors
| | The Board recommends that you vote “FOR” the election of each of the nominees named above. Unless otherwise indicated, all proxies will be voted “FOR” the election of each of the nominees named above for election as a Class I Director. |
PROPOSAL NO. 1: Election of Directors
| 26 | MasTec, Inc. |
PROPOSAL NO. 1: Election of Directors
The Audit Committee has selected and appointed the firm of PricewaterhouseCoopers LLP to act as our independent registered public accounting firm for the 2026 fiscal year. PricewaterhouseCoopers LLP was our independent registered public accounting firm for the fiscal year ended December 31, 2025. Although ratification is not required by our bylaws or otherwise, the Board is submitting the appointment of PricewaterhouseCoopers LLP to our shareholders for ratification as a matter of good corporate practice. If the appointment is not ratified, the Audit Committee will re-evaluate its appointment, taking into consideration our shareholders’ vote. However, the Audit Committee is solely responsible for the appointment and termination of our auditors and may do so at any time in its discretion. A representative from PricewaterhouseCoopers LLP is expected to attend the Annual Meeting and will have the opportunity to make a statement and answer appropriate questions. Proxies will be voted “for” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2026 fiscal year absent contrary instructions.
PROPOSAL NO. 1: Election of Directors
| | The Board Recommends that You Vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2026 fiscal year. |
OUR GENERAL PHILOSOPHY REGARDING EXECUTIVE PAY
| ▪ | Our annual performance bonus, which is paid partially in cash and partially in time-vested restricted stock, encourages retention, incentivizes achievement of key operating results and long- term strategic goals and rewards the creation of long-term shareholder value. |
OUR GENERAL PHILOSOPHY REGARDING EXECUTIVE PAY
When we set compensation amounts and select compensation components for our executive management, we strive to reward the achievement of both short-term and long-term results that promote earnings growth and stock appreciation. Our primary measure is adjusted EBITDA. Other primary measures include three-year revenue growth, three-year EPS’ growth and return on invested capital (“ROIC”).(1) Overall, our compensation philosophy supports market-competitive base pay levels with meaningful incentive opportunities to promote strong performance. This compensation philosophy extends to all levels of our management. In 2025 we did not have specific policies governing the allocation of total compensation between long-term and short-term compensation or between cash and non-cash compensation. However, the Compensation Committee considered the achievement of long-term goals when making its compensation decisions. By awarding the majority of incentive compensation in the form of restricted stock, subject to a three-year cliff vesting schedule, the Compensation Committee linked at least 50% of incentive compensation to achievement of long- term shareholder value. The Compensation Committee set the mix and level of performance-based and retention-oriented pay for each NEO based on market data and its independent judgment taking into account a variety of factors such as position, experience, individual performance and Company performance. These elements are designed to reward corporate and individual performance in a simple and straightforward manner through future appreciation of the value of MasTec’s stock. We believe that this emphasis on long-term value also contributes to the sustainability of our business. MasTec’s executive compensation program is also intended to promote and retain stability within the executive team. Each NEO is a member of MasTec’s executive team. To that end, our NEOs, as well as other executives, are expected to contribute to MasTec’s overall success rather than focus solely on specific objectives within each executive’s area of responsibility. Given this team-based approach, MasTec considers relative compensation levels among all executive team members to ensure that our compensation programs are applied consistently and equitably.
OUR GENERAL PHILOSOPHY REGARDING EXECUTIVE PAY
The following charts summarize our CEO’s and other NEOs’ compensation mix among base salary, short term incentive pay (cash bonuses), and long-term incentive pay (three-year cliff vesting restricted stock) based on 2025 performance:
2025 BUSINESS HIGHLIGHTS
| Long-Term Growth | | ▪ Well Aligned With Macro Growth Drivers. Our diversified services portfolio serves broad-based end markets with strong demand, and is well aligned with long-term macroeconomic, technological, and regulatory developments, positioning all segments for significant growth potential. |
BEST PRACTICES IN OUR PROGRAM
| Best Practices | Practices we do not engage in | | ▪ Annual performance-based incentives paid in restricted stock and cash. ▪ Three-year cliff vesting period for equity performance-based awards. ▪ Caps on annual bonuses. ▪ Modest perquisites. ▪ Formal Stock ownership guidelines for our CEO, other NEOs and independent directors. ▪ Anti-hedging and anti-pledging policies. The Board has, however, granted exceptions to these policies for our Chairman, our CEO, our EVP and CFO and our EVP, General Counsel and Secretary with financing arrangements (for additional details, refer to Footnotes 3, 4, 8 and 9 of the “Security Ownership” section beginning on page 55). ▪ Enhanced clawback policy for incentive compensation. ▪ The Compensation Committee is composed solely of people who qualify as independent directors under the listing standards of the NYSE. ▪ Use of independent compensation consultant to benchmark and analyze compensation metrics. | ▪ No re-pricing of stock options. ▪ No excise tax gross-up provisions in post-2016 employment agreements. ▪ No single trigger change in control provisions in post-2016 employment agreements. ▪ No defined benefit pension plan. |
ROLE OF COMPENSATION COMMITTEE
| ▪ | Short-term and long-term incentive grants that appropriately reward past performance and share value appreciation, create incentives for long-term growth in MasTec’s financial performance and shareholder value, as well as promote executive retention. |
ROLE OF COMPENSATION CONSULTANT
ROLE OF COMPENSATION CONSULTANT The Compensation Committee retained Meridian as its independent compensation consultant. The Compensation Committee from time to time uses the services of Meridian to assist in benchmarking executive and director compensation. Other services provided by Meridian to the Compensation Committee included review of the compensation peer group, legislative and governance updates and assistance with proxy statement disclosure. Meridian did not assist MasTec in adjusting compensation levels and did not attend any meetings of the Compensation Committee. Other than as described above and below, Meridian provided no other services to the Compensation Committee and provided no services to management during fiscal 2025. The Compensation Committee, considering all relevant factors, including those set forth in applicable SEC and NYSE rules, is not aware of any conflict of interest that has been raised by the work performed by Meridian.
ROLE OF PEER COMPANIES AND BENCHMARKING
ROLE OF PEER COMPANIES AND BENCHMARKING The Compensation Committee was assisted by Meridian to construct a peer group appropriate for market comparisons of compensation for our NEOs and outside directors. Following a review in the fall of 2025, the Compensation Committee determined that the peer group should remain unchanged from the prior year, which peer group was constructed in 2022. Meridian provided the Compensation Committee with a competitive analysis of compensation for our NEOs relative to the peer group (the “Competitive Analysis”). Data from the peer group was used to inform 2025 pay decisions. Based on revenues for the fiscal year ended 2025, MasTec was near the median of the peer group.
Peer Group
Peer Group
Peer Group
| Jacobs Solutions Inc. AECOM Quanta Services, Inc EMCOR Group, Inc. | KBR, Inc. Tutor Perini Corporation Primoris Services Corporation Tetra Tech, Inc | Dycom Industries, Inc. Leidos Holdings, Inc Textron Inc Fluor Corporation | WSP Global Inc. AtkinsRéalis Group Inc. |
Peer Group
The Compensation Committee reviewed information in the Competitive Analysis regarding peer median executive compensation with respect to the mix and amount of each pay component (base salary, cash bonus and long-term incentives). Separately, the Compensation Committee evaluated our financial performance relative to the peer group and considered that information, among other things, when it determined total compensation levels. The Compensation Committee did not, however, set compensation components (or total target compensation) to meet specific market benchmark percentiles to avoid compensation unrelated to the value delivered by the NEOs or the performance of MasTec. At MasTec, annual incentive compensation awards are heavily based on prior year corporate and individual performance.
2025 Incentive Compensation Awards
| ▪ | To incentivize annual and long-term performance; |
2025 Incentive Compensation Awards
| ▪ | To incentivize management to build long-term shareholder value by paying a majority of earned incentives in the form of restricted stock that vests after a period of years. |
2025 Incentive Compensation Awards
In establishing the annual incentive program for 2025, the Compensation Committee determined that annual incentive awards would not be payable unless the Company achieved a threshold of adjusted EBITDA of $800 million for 2025, which represents approximately 80% of 2024 adjusted EBITDA. In addition, the combined incentive awards for all NEOs were capped at 5% of actual adjusted EBITDA for 2025. See below table for details of the change to our maximum cap on NEO compensation. The Compensation Committee has determined adjusted EBITDA to be a consistent measure of operating performance.
2025 Incentive Compensation Awards
| Year | Threshold (Minimum Adjusted EBITDA for payout) | Maximum Payout (CAP) | Adjusted EBITDA(1) | Maximum Payout as % of Adjusted EBITDA | | 2023 | $680 million | $42 million total for all NEOs | $846.4 million | 5% | | 2024 | $750 million | $50 million total for all NEOs | $1,005.6 million | 5% | | 2025 | $800 million | $57.5 million total for all NEOs | $1,150.1 million | 5% |
2025 Incentive Compensation Awards
The Compensation Committee determined the size of each NEO’s annual incentive award, which in the aggregate, could not exceed the $57.5 million maximum payout, based on an evaluation of certain financial and operational metrics and tally sheets. The financial and operational metrics considered by the Compensation Committee in sizing each NEO’s annual incentive award included the following:
2025 Incentive Compensation Awards
| Executive | Cash ($) | Shares of Restricted Stock | Restricted Stock Value ($)* | Total ($) | | Jose R. Mas, CEO | $2,250,000 | 26,397 | $8,000,000 | $10,250,000 | | Robert Apple, COO | $1,300,000 | 11,548 | $3,500,000 | $4,800,000 | | Paul DiMarco, EVP and CFO | $1,050,000 | 9,074 | $2,750,000 | $3,800,000 | | Alberto de Cardenas, EVP, General Counsel and Secretary | $675,000 | 6,269 | $1,900,000 | $2,575,000 |
2025 Incentive Compensation Awards
| * The approximate values of the shares of restricted stock were calculated based on the closing price of MasTec’s Common Stock as reported on the NYSE on March 18, 2026 ($303.07) in accordance with the definition of “Fair Market Value” under the 2013 ICP. |
2025 Incentive Compensation Awards
The shares of restricted stock granted to each NEO will vest 100% on the third anniversary of the grant date (i.e., March 18, 2026). Subject to certain limited exceptions, a NEO’s grant of restricted stock will be forfeited if the NEO terminates employment prior to such third anniversary. See the Summary Compensation Table for details.
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS We maintain employment agreements with each of our NEOs. The objective of these arrangements is to secure qualified executive officers for leadership positions in our organization as well as to protect our business and intellectual property by restrictive covenants, including non-competition covenants, contained in the agreements. See “Employment and Other Agreements” below. Our employment agreements provide for the payment of certain compensation and benefits in the event of a change in control of MasTec, as well as in the event of the termination of an executive’s employment. The amount payable varies depending upon the reason for the payment. Providing payments upon a change in control helps preserve MasTec’s value by reducing any incentive for key executive officers to seek employment elsewhere if a change in control of MasTec is proposed or becomes likely. Moreover, on an ongoing basis, these arrangements help maintain the continuity of our management team, which we view as a driver of shareholder value. See the “Potential Payments upon Change in Control and Termination of Employment as of December 31, 2025” section below for a description of these provisions and a calculation of the amounts that would be payable thereunder if a change in control of MasTec had occurred on December 31, 2025. The Compensation Committee has publicly committed to not including change in control related excise tax gross ups in future executive employment agreements. The Compensation Committee has also committed to not including single trigger provisions in future executive employment agreements.
EQUITY AWARD GRANT PRACTICES
EQUITY AWARD GRANT PRACTICES We grant equity awards upon the recommendation and approval of our Compensation Committee. Our annual equity awards are generally granted on fixed dates determined in advance. The Compensation Committee’s general practice is to complete its annual executive compensation review and determine target compensation for our executives, which coincides with the Company’s regularly scheduled Board meetings, then such equity awards are granted. Annual equity awards are typically granted to our NEOs in March of each fiscal year. For the fiscal year ended December 31, 2025, annual equity awards were granted to our executive officers in March 2026. On limited occasions, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. Our Compensation Committee approves all equity award grants on or before the grant date and does not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
EQUITY AWARD GRANT PRACTICES
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EQUITY AWARD GRANT PRACTICES
We do not currently grant stock options, stock appreciation rights or similar option-like instruments to our named executive officers or other employees or service providers and did not grant any such type of equity award during the fiscal year ended December 31, 2025. Eligible employees, including, with respect to the MasTec, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, our named executive officers, may voluntarily enroll in the Company’s employee stock purchase plans and receive an option to purchase shares at a discount using payroll deductions accumulated during the twelve (12) calendar day period that begins every Monday that immediately precedes the first day of the offering period to which the payroll deduction period applies, and ends on the Friday that immediately precedes the last day of such offering period.
SUMMARY COMPENSATION TABLE FOR 2025
SUMMARY COMPENSATION TABLE FOR 2025 The following table summarizes the compensation information for the years ended December 31, 2025, 2024 and 2023 for our CEO and our other named executive officers. We refer to these persons as our named executive officers elsewhere in this Proxy Statement.
SUMMARY COMPENSATION TABLE FOR 2025
| | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation (2) | Total | | Jose R. Mas, CEO | 2025 | $1,250,000 | $8,000,000 | $2,250,000 | $44,386 | $11,544,386 | | | 2024 | $1,250,000 | $7,500,000 | $2,000,000 | $47,857 | $10,797,857 | | | 2023 | $1,209,615 | $7,000,000 | $1,350,000 | $44,068 | $9,603,683 | | Robert Apple, COO | 2025 | $792,692 | $3,500,000 | $1,300,000 | $80,143 | $5,672,835 | | | 2024 | $769,231 | $3,300,000 | $1,120,000 | $79,943 | $5,269,174 | | | 2023 | $737,339 | $3,100,000 | $756,000 | $79,343 | $4,672,682 | | Paul DiMarco, EVP and CFO | 2025 | $585,385 | $2,750,000 | $1,050,000 | $70,303 | $4,455,688 | | | 2024 | $538,461 | $2,500,000 | $900,000 | $67,280 | $4,005,741 | | | 2023 | $456,731 | $2,100,000 | $750,000 | $59,339 | $3,366,070 | | Alberto de Cardenas, EVP, General Counsel and Secretary | 2025 | $542,692 | $1,900,000 | $675,000 | $29,425 | $3,147,117 | | | 2024 | $518,077 | $1,750,000 | $600,000 | $29,225 | $2,897,302 | | | 2023 | $486,519 | $1,600,000 | $525,000 | $28,625 | $2,640,144 |
SUMMARY COMPENSATION TABLE FOR 2025
| (1) Amounts shown in this column represent the fair value of restricted stock awards as of date of grant computed in accordance with FASB ASC Topic 718. Stock awards represent restricted stock awards issued in payment of a portion of annual incentive compensation. Each restricted stock award was valued at the closing market price of our common stock on the date of the grant. For additional information regarding assumptions underlying the valuation of equity awards and the calculation method, please refer to Note 10 to our Consolidated Financial Statements, which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025. |
SUMMARY COMPENSATION TABLE FOR 2025
| (2) All other compensation for 2025 consists of the following: |
SUMMARY COMPENSATION TABLE FOR 2025
| Name | Car Lease Or Allowance | Matching Contribution to 401k Plan | Imputed Benefit from Split Dollar Life Insurance Policy (1) | Golf Membership | Executive Long-Term Disability (2) | Employee Awards (3) | Total | | Jose R. Mas | $40,350 | | $923 | | $3,088 | $25 | $44,386 | | Robert Apple | $63,611 | $14,000 | | | $2,507 | $25 | $80,143 | | Paul DiMarco | $24,000 | $14,000 | | $29,676 | $2,602 | $25 | $70,303 | | Alberto de Cardenas | $12,000 | $14,000 | | | $3,400 | $25 | $29,425 |
SUMMARY COMPENSATION TABLE FOR 2025
| (1) The amounts shown in this column for Mr. Mas include imputed income with respect to a life insurance policy owned by MasTec on the life of Jose R. Mas. Pursuant to Mr. Mas’s split dollar agreement, MasTec is entitled to recover out of the death benefit proceeds all premiums it pays on the policies upon the death of the insured. The balance of the death benefit would be paid to the beneficiaries designated by Mr. Mas. See the “Certain Relationships and Related Party Transactions” section beginning on page 58 for a description of the split dollar agreement that MasTec entered into with Mr. Mas. |
SUMMARY COMPENSATION TABLE FOR 2025
| (2) The amounts shown in this column include premiums for Executive Supplemental Long-Term Disability for the named executive officers for 2025. |
SUMMARY COMPENSATION TABLE FOR 2025
| (3) The amounts shown in this column include gift cards for employee anniversaries and holidays. |
SUMMARY COMPENSATION TABLE FOR 2025
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GRANTS OF PLAN-BASED AWARDS FOR 2025
GRANTS OF PLAN-BASED AWARDS FOR 2025 The following table provides additional information about the plan-based awards granted to the NEOs for the year ended December 31, 2025.
GRANTS OF PLAN-BASED AWARDS FOR 2025
| Name | Grant Date | Number of Shares of Stock or Units (1) | Grant Date Fair Value of Stock Awards (2) | | Jose R. Mas, CEO | 3/18/2026 | 26,397 | $8,000,000 | | Robert Apple, COO | 3/18/2026 | 11,548 | $3,500,000 | | Paul DiMarco, EVP and CFO | 3/18/2026 | 9,074 | $2,750,000 | | Alberto de Cardenas, EVP, General Counsel and Secretary | 3/18/2026 | 6,269 | $1,900,000 |
GRANTS OF PLAN-BASED AWARDS FOR 2025
| (1) Represents shares of restricted stock granted under the 2013 ICP, which vest three years after the grant date, assuming continued employment. |
GRANTS OF PLAN-BASED AWARDS FOR 2025
| (2) The grant date value of the restricted stock awards is based on the closing market price of $303.07 for our common stock on March 18, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025 The following table sets forth our outstanding equity awards as of December 31, 2025, for our NEOs.*
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
| Name | Date of Grant | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | | Jose R. Mas, CEO | 3/18/2025 | 61,713 (2) | $13,414,555 | | | 3/05/2024 | 81,037 (3) | $17,615,013 | | | 3/10/2023 | 72,902 (4) | $15,846,708 | | Robert Apple, COO | 3/18/2025 | 27,154 (2) | $5,902,465 | | | 3/05/2024 | 35,888 (3) | $7,800,975 | | | 3/10/2023 | 32,285 (4) | $7,017,790 | | Paul DiMarco, EVP and CFO | 3/18/2025 | 20,571 (2) | $4,471,518 | | | 3/05/2024 | 24,311 (3) | $5,284,482 | | Alberto de Cardenas, EVP, General Counsel and Secretary | 3/18/2025 | 14,400 (2) | $3,130,128 | | | 3/05/2024 | 18,523 (3) | $4,026,345 | | | 3/10/2023 | 13,539 (4) | $2,942,972 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
| * The table excludes equity awards granted in 2026 for 2025 performance. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
| (1) The market value of the shares was calculated based upon the closing market price of our common stock of $217.37 per share, as reported by the NYSE on December 31, 2025, the last trading day of 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
| (2) Awarded on March 18, 2025, and vest on March 18, 2028. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
| (3) Awarded on March 5, 2024, and vest on March 5, 2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2025
| (4) Awarded on March 10, 2023, and vested on March 10, 2026. |
STOCK VESTED FOR 2025
STOCK VESTED FOR 2025
STOCK VESTED FOR 2025
| Name | Number of Shares of Stock or Units Acquired on Vesting | Value Realized On Vesting | | Jose R. Mas, CEO | 63,277 | $7,848,246 | | Robert Apple, COO | 28,762 | $3,567,351 | | Paul DiMarco, EVP and CFO | 7,500 | $1,575,675 | | Alberto de Cardenas, EVP, General Counsel and Secretary | 11,505 | $1,426,965 |
STOCK VESTED FOR 2025
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NONQUALIFIED DEFERRED COMPENSATION FOR 2025
NONQUALIFIED DEFERRED COMPENSATION FOR 2025 The following table sets forth earnings under, and aggregate balances of, nonqualified defined contribution and other deferred compensation plans we maintain.
NONQUALIFIED DEFERRED COMPENSATION FOR 2025
| Name | Executive Contributions in 2025 (1) | Aggregate withdrawals/ distributions ($) | Aggregate Earnings in 2025 | Aggregate Balance on December 31, 2025 (2) | | Robert Apple, COO | | | $331,598 | $2,849,578 | | Paul DiMarco, EVP and CFO | | $(62,698) | $36,783 | $196,597 | | Alberto de Cardenas, EVP, General Counsel and Secretary | | | $10,845 | $78,585 |
NONQUALIFIED DEFERRED COMPENSATION FOR 2025
| (1) No contributions were made to MasTec’s non-qualified deferred compensation plans on behalf of Mr. Apple, Mr. DiMarco or Mr. de Cardenas for 2025. |
NONQUALIFIED DEFERRED COMPENSATION FOR 2025
| (2) For Mr. Apple, $17,283 and for Mr. de Cardenas, $8,175 of these totals were previously reported as compensation in the “Summary Compensation Tables” for previous years. |
NONQUALIFIED DEFERRED COMPENSATION FOR 2025
See the “Deferred Compensation Plan” section on page 39 for more information on our Non-Qualified Deferred Compensation Plan.
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025 Each of the NEOs has an employment agreement with us that provides for us to make continued payments and provide certain benefits to the executive upon change in control and termination of employment with the Company. Each of the employment agreements for the NEOs, other than Mr. DiMarco, also provides for each of such NEOs to receive certain payments in the event of a change in control, as follows:
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Jose R. Mas. Mr. Mas would become entitled to receive a lump sum payment equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, a gross-up payment if an excise tax is triggered, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits for the balance of the term of the agreement. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Robert Apple. Mr. Apple would become entitled to receive 12 monthly payments at an annual rate equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, a gross-up payment if an excise tax is triggered, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits for the balance of the term of the agreement. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Alberto de Cardenas. Mr. de Cardenas would become entitled to a lump sum payment equal to one and a half times his base salary and average performance bonuses during the last three calendar years for which he was an employee, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits for the balance of the term of the agreement. Under certain circumstances, the change in control payment would be reduced to avoid triggering an excise tax on such benefits. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
For these purposes, “Change in Control” generally means:
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Acquisition by Person of Substantial Percentage. The acquisition by a person or entity (each, a “Person”) (including “affiliates” and “associates” of such Person, but excluding MasTec, any “parent” or “subsidiary” of MasTec or any employee benefit plan of MasTec) of a sufficient number of shares of the common stock, or securities convertible into the common stock, and whether through direct acquisition of shares or by merger, consolidation, share exchange, reclassification of securities or recapitalization of or involving MasTec or any “parent” or “subsidiary” of MasTec, to constitute the Person the actual or beneficial owner of 51% or more of the common stock of MasTec; |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Disposition of Assets. Any sale, lease, transfer, exchange, mortgage, pledge or other disposition, in one transaction or a series of transactions, of all or substantially all the assets of MasTec or of any “subsidiary” of MasTec to a Person described above, but, with regard to Robert Apple’s, Paul DiMarco’s and Alberto de Cardenas’ employment agreements, only if such transaction occurs without approval or ratification by a majority of the members of the Board of Directors of MasTec; or |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Substantial Change of Board Members. During any fiscal year of MasTec, individuals who at the beginning of such year constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by most of the directors in office at the beginning of the fiscal year. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
For purposes of the definition of “Change in Control,” the terms “affiliate,” “associate,” “parent” and “subsidiary” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act.
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
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POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
Each NEO’s employment agreement also provides that such NEO would be entitled to receive certain payments if such NEO’s employment was terminated as follows:
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Jose R. Mas. Following termination of Mr. Mas’s employment by us without cause (as defined in the agreement) or by Mr. Mas for good reason (as defined in the agreement), Mr. Mas would receive an amount equal to his base salary, and the average of the performance bonuses (as defined in the agreement) he received during the last three calendar years and certain employee benefits set forth in the agreement, which shall be payable over a period of 12 months from the date of termination, and, if he has not breached certain of his obligations set forth in his employment agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. In the event Mr. Mas’s employment is terminated by MasTec because of death or disability, then Mr. Mas or his estate would receive his base salary and the pro-rata portion of his annual performance bonus earned through the date of death or disability to which he would have been entitled for the year in which the death or disability occurred, and any unvested options and restricted stock would immediately vest. In the event Mr. Mas’s employment is terminated by us for cause (as defined in the agreement), Mr. Mas would receive his base salary through the date of termination and would forfeit any entitlement he may have to receive any performance bonus for the year in which employment terminates. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Robert Apple. Following termination of Mr. Apple’s employment by us without cause (as defined in the agreement) or by Mr. Apple for good reason (as defined in the agreement), Mr. Apple would receive an amount equal to his base salary and the average of the performance bonuses (as defined in the agreement) he received during the last three calendar years and certain employee benefits set forth in the agreement, which shall be payable over a period of 12 months from the date of termination and, if he has not breached certain of his obligations set forth in his employment agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. If Mr. Apple’s employment is terminated by MasTec because of death or disability, then Mr. Apple or his estate would receive his base salary and any annual performance bonus earned through the date of death or disability to which he would have been entitled for the year in which the death or disability occurred, and any unvested options and restricted stock would immediately vest. In the event Mr. Apple’s employment is terminated by us for cause (as defined in the agreement), Mr. Apple would receive his base salary through the date of termination and would forfeit any entitlement he may have to receive any performance bonus for the year in which employment terminates. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Paul DiMarco. Following termination of Mr. DiMarco’s employment by us without cause (as defined in the agreement) or by Mr. DiMarco for good reason (as defined in the agreement), Mr. DiMarco would receive an amount equal to his base salary and the average of the performance bonuses he received during the last three calendar years and certain employee benefits set forth in the agreement which shall be payable over a period of 12 months from the date of termination and, if he has not breached certain of his obligations set forth in his employment agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. If within 12 months following a change in control (as defined in the agreement), Mr. DiMarco’s employment is terminated by us without cause (as defined in the agreement) or by Mr. DiMarco for good reason (as defined in the agreement), in lieu of the benefits and payments described in the preceding sentence, Mr. DiMarco would become entitled to receive a lump sum payment equal to one and a half times his base salary and his average performance bonuses during the last three calendar years for which he was an employee, the immediate vesting of any previously unvested options and restricted stock and the continuation of benefits for the balance of the term of the agreement; provided, that, under certain circumstances, any change in control payment would be reduced to avoid triggering an excise tax on such payment. If Mr. DiMarco’s employment is terminated by MasTec because of death or disability, then Mr. DiMarco or his estate would receive his base salary and any annual performance bonus he may be deemed eligible for in the Compensation Committee’s sole discretion through the date of death or disability and any unvested options and restricted stock would immediately vest. In the event Mr. DiMarco’s employment is terminated by us for cause (as defined in the agreement), Mr. DiMarco would receive his base salary through the date of termination and he will not have been deemed to have earned, and will forfeit, any eligibility and entitlement that he may have to receive any performance bonus. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
| ▪ | Alberto de Cardenas. Following termination of Mr. de Cardenas by us without cause (as defined in the agreement) or by Mr. de Cardenas for good reason (as defined in the agreement), Mr. de Cardenas would receive an amount equal to his base salary and the average of the performance bonuses he received during the last three calendar years and certain employee benefits set forth in the agreement, which shall be payable over a period of 12 months from the date of termination and, if he has not breached certain of his obligations set forth in his employment agreement, then any unvested equity awards would continue to vest, and all equity awards would remain exercisable for the full term of the grant. If Mr. de Cardenas’ employment is terminated by MasTec because of death or disability, then Mr. de Cardenas or his estate would receive his base salary and any annual performance bonus earned through the date of death or disability and any unvested options and restricted stock would immediately vest. In the event Mr. de Cardenas’ employment is terminated by us for cause (as defined in the agreement), Mr. de Cardenas would receive his base salary through the date of termination and would forfeit any entitlement he may have to receive any performance bonus. |
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
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POTENTIAL PAYMENTS UPON CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT AS OF DECEMBER 31, 2025
The following tables illustrate the payments and benefits that each NEO would have received under his employment agreement, as amended to the date of this Proxy Statement, if MasTec experienced a change in control on December 31, 2025, or such NEO’s employment with MasTec had terminated on December 31, 2025, for any of the reasons described in the tables. The amounts presented in the tables are estimates and do not necessarily reflect the actual value of the payments and of the benefits that would be received by the NEOs, which would only be known at the time that employment terminates, or the change of control occurs, as applicable.
CEO PAY RATIO FOR 2025
CEO PAY RATIO FOR 2025 In compliance with Item 402(u) of Regulation S-K adopted by the SEC pursuant to Section 953(b) of the Dodd-Frank Act, we are reporting the pay ratio disclosure for our fiscal year beginning on January 1, 2025. We identified our median employee as of December 31, 2025, in compliance with the above rules. We updated our median employee using 2025 data because we had significant growth in 2025. As of December 31, 2025, we had 35,854 employees, consisting of 34,640 U.S. based employees, 715 employees in India and 499 employees in Canada. In calculating our median employee’s wages, we only included U.S. based employees and did not include our employees in India or Canada as they make up less than 5% of our total global workforce. We also have not included 100 employees from our December 2025 acquisition of a construction company specializing in construction management and design-build services and 26 employees from our August 2025 acquisition of a pipeline infrastructure company, in calculating our median employee’s wages. We have calculated our median employee’s wages as follows:
CEO PAY RATIO FOR 2025
| ▪ | We compiled W-2 earnings for all our active employees as of December 31, 2025, except our CEO. |
CEO PAY RATIO FOR 2025
| ▪ | We annualized W-2 earnings for new hires during 2025. |
CEO PAY RATIO FOR 2025
| ▪ | We ranked all employees’ wages and determined the median employee. |
CEO PAY RATIO FOR 2025
| ▪ | We calculated annual total compensation for our median employee in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. |
CEO PAY RATIO FOR 2025
| ▪ | The 2025 W-2 annualized wage for our median employee is $80,186. |
CEO PAY RATIO FOR 2025
Jose R. Mas, our CEO, had 2025 W-2 compensation of $11,142,632. Mr. Mas’ compensation included base salary of $1,250,000, cash bonus of $2,000,000, restricted stock of $7,848,246 and other fringes and benefits of $44,386. With respect to Jose R. Mas’s (our CEO’s) annual Total Compensation, we used $11,544,386 which is the amount reported in the Total Column of our Summary Compensation Table for 2025. The pay ratio for 2025 is approximately 144:1.
CEO PAY RATIO FOR 2025
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PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
PAY VERSUS PERFORMANCE
| Year | SCT Total Compensation for CEO (1) | Compensation Actually Paid to CEO (2) | Average SCT Total Compensation for Other NEOs (1) | Average Compensation Actually Paid to Other NEOs (2) | Total Shareholder Return (Value of initial fixed $100 investment) (3) | Peer Group Total Shareholder Return (Value of initial fixed $100 investment) (3) (4) | Net Income ($M) | Adjusted EBITDA ($M) (5) | | 2025 | $11,544,386 | $26,033,429 | $4,425,213 | $8,518,619 | $318.82 | $355.80 | $422.0 | $1,150.1 | | 2024 | $10,797,857 | $25,439,988 | $4,057,406 | $7,957,425 | $199.68 | $269.08 | $199.4 | $1,005.6 | | 2023 | $9,603,683 | $7,164,886 | $2,799,775 | $2,179,567 | $111.06 | $184.28 | ($47.3) | $846.4 | | 2022 | $9,640,917 | $6,253,204 | $3,575,026 | $2,490,855 | $125.15 | $144.53 | $33.9 | $777.2 | | 2021 | $9,122,897 | $18,004,904 | $3,501,026 | $6,340,351 | $135.35 | $137.09 | $330.7 | $910.8 |
PAY VERSUS PERFORMANCE
| (1) The CEO for each of 2021, 2022, 2023, 2024 and 2025 was Jose R. Mas. The Other NEOs for each of 2021 and 2022 were Robert Apple, George Pita (CFO), and Alberto de Cardenas. The Other NEOs for 2023 were Robert E. Apple, Paul DiMarco (EVP and CFO), George Pita (who retired as CFO during 2023) and Alberto de Cardenas. The Other NEOs for 2024 and 2025 were Robert E. Apple, Paul DiMarco (EVP and CFO), and Alberto de Cardenas. |
PAY VERSUS PERFORMANCE
| (2) Compensation Actually Paid reflects the exclusions and inclusions for the CEO and the Other NEOs set forth below. The amounts excluded represent the Stock Awards amounts from the applicable Summary Compensation Table. Amounts included are the aggregate of the following components, as applicable: (i) the fair value as of the end of the fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value, as of the vesting date, of equity awards granted in that year that also vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year, less (iv) the fair value at the end of the prior year of awards granted prior to the year that failed to meet applicable vesting conditions during the year. Equity values are calculated in accordance with FASB ASC Topic 718. |
Other NEO Adjustments to SCT
| (5) We determined adjusted EBITDA to be the “most important” financial performance measure used to link performance to Compensation Actually Paid to our CEO and Other NEOs in fiscal 2025, in accordance with Item 402(v) of Regulation S-K. Adjusted EBITDA is a non-GAAP financial measure. For a description of the rationale for our presentation of adjusted EBITDA and a reconciliation of net income to adjusted EBITDA, please see the Non-GAAP Reconciliations. |