Mastec Inc DEF 14A, filed Apr 4, 2024

Mastec Inc (MTZ)

DEF 14A 2024-04-04 For: 2024-05-14

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Added on June 12, 2026

About this DEF 14A

Mastec Inc filed this DEF 14A on April 4, 2024.

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Summary Proxy Information			5
Proxy Statement Summary			5
Availability of Proxy Materials			5
Information About the Annual Meeting of Shareholders			5
Items of Business			5
Record Date			5
Before you Vote			5
How to Vote			6
Proposals, Board Recommendations, How You May Vote, Votes Required and Legal Effect of Abstentions and Broker Non-Votes			7
Director Nominees			8
Business Highlights			9
Compensation Highlights			10
Sustainability and Social Responsibility			11
Board Oversight and Sustainability Governance			12
Employee Safety, Health and Wellness			12
Environmental Stewardship			12
Cyber			13
Community and Social Matters			14
Diversity, Equity and Inclusion			14
Stakeholder Engagement			15
Governance of the Company			16
Director Independence			16
Board Leadership Structure			16
Lead Independent Director			16
Risk Oversight			17
Board and Committee Membership			18
Compensation of Directors			27
Compensation Committee Interlocks and Insider Participation			29
Communications with Directors			29
Code of Business Conduct and Ethics			30

Proposal No. 1: Election of Directors			31
Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accounting Firm			31
2024 Report of the Audit Committee			32
Audit and Non-Audit Fees			34
Pre-Approval Policies			34
Compensation Discussion and Analysis			35
A Message from our Compensation Committee			35
Our Executive Officers			36
Our General Philosophy Regarding Executive Pay			37
2023 Business Highlights			39
Best Practices in our Program			39
Role of Compensation Committee			39
Role of Compensation Consultant			40
Role of Peer Companies and Benchmarking			40
Say on Pay and Shareholder Outreach			41
Components of Our Executive Compensation for 2023			41
2023 Performance and Compensation Decisions			43
Termination of Employment and Change in Control Agreements			44
Deferred Compensation Plan			45
Clawback Policy			45
Risk Considerations in Our Compensation Programs			45
Stock Ownership and Retention Guidelines			46
Anti-Hedging and Anti-Pledging Policies			46
Accounting for Stock-Based Compensation			46
Compensation Committee Report			47
Named Executive Officer Compensation			47
Summary Compensation Table for 2023			47
Grants of Plan-Based Awards for 2023			48
Outstanding Equity Awards at Fiscal Year End for 2023			49
Stock Vested for 2023			49
Nonqualified Deferred Compensation			50
Potential Payments upon Change in Control and Termination of Employment as of December 31, 2023			50
Employment and Other Agreements			56
CEO Pay Ratio for 2023			57
Pay Versus Performance			59
Performance Measures			60
Relationship between Pay and Financial Performance			61

Proposal No. 3: Vote on a Non-Binding Advisory Resolution to Approve the Compensation of the Company’s Named Executive Officers			62
Proposal No. 4: Approval of the Restated 2013 ICP			62
Proposal No. 5: Approval of the Restated 2011 ESPP			73
Security Ownership			77
Certain Relationships and Related Party Transactions			81
Review and Approval of Related Person Transactions			81
Related Party Transactions			81
Questions and Answers About Our Annual Meeting			83
Other Business			88
Householding			89

Gender	MALE				FEMALE
Category	White	Hispanic	Black or African American	Other Minority	White	Hispanic	Black or African American	Other Minority	Total Female	Total
Board of Directors	3	3					2			8
Board of Directors	37.5%	37.5%					25%
Total Employees	16,340	7,840	2,315	1,517	2,440	823	272	329	3,864	31,876
Total Employees	51%	25%	7%	4%	8%	3%	1%	1%	12%
Executives/ Officials & Managers	2,710	750	164	138	439	113	43	35	630	4,392
Executives/ Officials & Managers	62%	17%	3%	3%	10%	3%	1%	1%	14%
Executives, Managers & Professionals	3,909	1,061	304	287	914	252	98	110	1,374	6,935
Executives, Managers & Professionals	56%	15%	4%	4%	13%	4%	2%	2%	21%

Policy/Practice			Description
NEO Stock Ownership			See page 46
Clawback Policy			See page 45
Consideration of Gender/Minority Diversity in selection of new Board Members			We have instituted a policy to include women and minority candidates in the initial pool considered for Board positions
Elimination of excise tax gross ups in post 2016 NEO employment agreements			Our Compensation Committee has mandated no excise tax gross ups in future NEO employment agreements
Elimination of Single-Trigger change in control provisions in post 2016 NEO employment agreements			Our Compensation Committee has mandated no single trigger change in control provisions in future NEO employment agreements

	Ernst N. Csiszar
	Age: 73 \| Director since: 2005 \| Independent: Yes \| Gender: Male \| Race/Ethnicity: White
	Mr. Csiszar is currently a private investor and serves on the Board of Directors of American Integrity Insurance Company, 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 1993 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. Mr. Csiszar is considered an “audit committee financial expert” under the applicable SEC rules. Committees: Audit; Chair of Compensation
	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.

	Julia L. Johnson
	Age: 61 \| Director since: 2002 \| Independent: Yes \| 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. and formerly served on the Board of Directors of each of First Energy Corp. (NYSE: FE) and Northwestern Corporation (Nasdaq: NWE). Committees: Chair of Nominating, Sustainability and Corporate Governance; Executive; Finance and Mergers & Acquisitions; Audit
	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.

	Jorge Mas
	Age: 61 \| Director since: 1994 \| Chairman since: 1998 \| Independent: No \| 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. Committees: Chair of Executive
	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.

	Jose R. Mas
	Age: 52 \| Director since: 2001 \| Independent: No \| 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.
	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.

	Javier Palomarez
	Age: 63 \| Director since: 2015 \| Independent: Yes \| 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. Committees: Nominating, Sustainability and Corporate Governance and Compensation
	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.

	C. Robert Campbell
	Age: 79 \| Director since: 2016 \| Independent: Yes \| 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 currently serves as Director for Forward Air Corporation (Nasdaq: FWRD), and he previously served as its Lead Director, Audit Committee Chairman and Compensation Committee Chairman. Mr. Campbell 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. Committees: Chair of Audit; Finance and Mergers & Acquisitions
	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.

	Robert J. Dwyer
	Age: 80 \| Director since: 2004 \| Independent: Yes \| 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. Committees: Chair of Finance and Mergers & Acquisitions; Audit; Compensation; Nominating, Sustainability and Corporate Governance; Executive
	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.

	Ava L. Parker
	Age: 61 \| Director since: 2022 \| Independent: Yes \| Gender: Female \| Race/Ethnicity: Black
	Ms. Parker currently serves as the President of Palm Beach State College in Palm Beach County. Prior to joining Palm Beach State College, Ms. Parker was Executive Vice President and Chief Operating Officer at Florida Polytechnic University from 2012 to 2015, served on the Board of Governors for the State University System from 2002 to 2012, where she served as chairwoman from 2010 to 2012, and was a partner with law firm Lawrence & Parker in Jacksonville, Florida from 2001 to 2015. Ms. Parker also sits on the Board of Directors of Orchid Island Capital, Inc. (NYSE: ORC), a publicly traded specialty finance company, the Business Development Board of Palm Beach County and the Economic Council of Palm Beach County and served on the Board of Directors of Professional Holding Corp. (Nasdaq: PFHD), the holding company for a community bank specializing in construction, residential and commercial real estate financing, as well as business loans, from 2020 until 2023. Ms. Parker also served as the inaugural Executive Director of the Emerging Issues Policy Forum, a regulatory think tank and research organization focusing on emerging trends and issues in the regulated utility industry. Ms. Parker earned her B.A. and J.D. degrees from the University of Florida. Committees: Nominating, Sustainability and Corporate Governance
	Board Skills and Qualifications: Ms. Parker brings to our Board her executive leadership, finance and energy experience.

	EXECUTIVE COMMITTEE
	2023 Meetings: 0 \| Chair: Jorge Mas Members: Julia L. Johnson, Robert J. Dwyer
	The principal function of the Executive Committee is to act for the Board when action is required between meetings of the full Board, subject to certain limitations specified by the Board and applicable law. The Board, in the exercise of its reasonable business judgment, has determined that each member of the Executive Committee, other than Mr. Mas, is independent under applicable NYSE and SEC rules and regulations.

	FINANCE AND MERGERS & ACQUISITIONS COMMITTEE
	2023 Meetings: 1 \| Chair: Robert J. Dwyer Members: Julia L. Johnson, C. Robert Campbell
	The Finance and Mergers and Acquisitions Committee is charged with fulfilling the Board’s responsibilities, within certain guidelines established by the Board, relating to the evaluation of MasTec’s financing, merger, acquisition and disposition activities. The Board, in the exercise of its reasonable business judgment, has determined all of the members are independent under applicable NYSE and SEC rules and regulations.

	AUDIT COMMITTEE
	2023 Meetings: 13 \| Chair: C. Robert Campbell Members: Julia L. Johnson, Robert J. Dwyer, Ernst N. Csiszar
	The Board, in the exercise of its reasonable business judgment, has determined that (i) C. Robert Campbell, Robert J. Dwyer and Ernst N. Csiszar each qualifies as an “audit committee financial expert,” (ii) each member of the Audit Committee is financially literate and (iii) each member of the Audit Committee is independent for audit committee purposes under applicable NYSE and SEC rules and regulations and internal controls. The Audit Committee assists the Board in overseeing MasTec’s financial reporting and legal and regulatory compliance program and the qualifications and independence of MasTec’s independent registered public accounting firm. The Audit Committee is also responsible for approving all audit and non-audit services provided by our independent registered public accounting firm, including the scope of such services and fees paid to our independent registered public accounting firm. The Board has adopted a charter that sets forth the responsibilities of the Audit Committee. Please refer to the section entitled “Audit Committee and Audit Related Information” for further information regarding the Audit Committee.

	COMPENSATION COMMITTEE
	2023 Meetings: 4 \| Chair: Ernst N. Csiszar Members: Robert J. Dwyer, Javier Palomarez
	The Compensation Committee is charged with discharging the Board’s responsibilities relating to compensation and evaluation of MasTec’s executive officers, including establishing compensation policies and philosophies for MasTec and its executive officers. The Compensation Committee is also charged with reviewing and approving corporate goals and objectives relevant to the CEO’s compensation, as well as overseeing MasTec’s incentive compensation plans and equity-based plans that are subject to Board approval, including overseeing the review of risk resulting from incentive compensation policies. The Board, in the exercise of its reasonable business judgment, has determined that all members are independent under applicable NYSE and SEC rules and regulations. The Board has adopted a charter that sets forth the responsibilities of the Compensation Committee. For a description of the role performed by executive officers and compensation consultants in determining or recommending the amount or form of executive and director compensation, see “Compensation Discussion and Analysis.”

	NOMINATING, SUSTAINABILITY AND CORPORATE GOVERNANCE COMMITTEE
	2023 Meetings: 4 \| Chair: Julia L. Johnson Members: Robert J. Dwyer, Javier Palomarez, Ava L. Parker
	The Nominating, Sustainability and Corporate Governance Committee is charged with oversight of ESG matters and initiatives in addition to its nominating and governance duties. The Board, in the exercise of its reasonable business judgment, has determined all the members of the Nominating, Sustainability and Corporate Governance Committee are independent under applicable NYSE and SEC rules and regulations. The Nominating, Sustainability and Corporate Governance Committee is responsible for developing qualifications for members of the Board, recommending to the Board candidates for election to the Board and evaluating the effectiveness and performance of the Board. The Nominating, Sustainability and Corporate Governance Committee also develops and monitors MasTec’s Governance Principles and its code of business conduct and ethics; monitors and safeguards the Board’s independence; and annually undertakes performance evaluations of the Board committees and the full Board. The Board has adopted a charter that sets forth the responsibilities of the Nominating, Sustainability and Corporate Governance Committee. The Nominating, Sustainability and Corporate Governance Committee has no specific minimum qualifications for director candidates. In general, however, people considered for membership on the Board must have demonstrated leadership capabilities, be of a sound mind and high moral character and be willing and able to commit the necessary time for Board and committee service. In light of the importance of Board composition for effective oversight, the Nominating, Sustainability and Corporate Governance Committee strives to maintain an appropriate balance of tenure, diversity, skills and experience on the Company’s Board. The Committee has instituted a policy that the initial pool of candidates for any new board position include women and minorities in accordance with its charter. In evaluating potential candidates for service on the Board, the Nominating, Sustainability and Corporate Governance Committee will consider the candidate’s ability to satisfy the NYSE’s and SEC’s independence requirements and the candidate’s ability to contribute to the effective oversight and management of MasTec. The Board has determined that the Board must have the right diversity, mix of characteristics, skills and other qualities identified from time to time by the Board as being important in fostering a diverse and inclusive culture, for the optimal functioning of the Board in its oversight of MasTec, and such other factors as the Nominating, Sustainability and Corporate Governance Committee may, in its discretion, deem important to successful service as a director. The Nominating, Sustainability and Corporate Governance Committee will consider candidates recommended by MasTec shareholders pursuant to written applications submitted to the Nominating, Sustainability and Corporate Governance Committee, c/o Corporate Secretary, MasTec, Inc., 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134. The information required to be included in any such recommendation is set forth in our bylaws, and the general qualifications and specific qualities and skills established by the committee for directors are included in the charter of the Nominating, Sustainability and Corporate Governance Committee and our Governance Principles. No nominee recommendations were received by the Nominating, Sustainability and Corporate Governance Committee from any shareholder or group of shareholders who beneficially own more than five percent of our common stock for the previous year’s Annual Meeting of Shareholders.

Compensation Component			Director Compensation
Annual Board Retainer			$290,000
Lead Independent Director			$30,000
Audit Committee Chair			$20,000
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

Name	Fees Earned or Paid in Cash (1)	Stock Awards (2)	Total ($)
C. Robert Campbell	$123,687	$186,313	$310,000
Ernst N. Csiszar	$115,710	$189,290	$305,000
Robert J. Dwyer	$165,386	$159,614	$325,000
Julia L. Johnson	$145,386	$159,614	$305,000
Javier Palomarez	$130,386	$159,614	$290,000
Ava L. Parker	$130,386	$159,614	$290,000
Jorge Mas (3)	—	—	—

Category	2022	2023
Audit Fees	$4,450,000	$5,368,500
Audit-Related Fees	$468,850	$260,500
Tax Fees	$0	$0
All Other Fees	$0	$250,511
Total	$4,918,850	$5,879,511

Name	Age	Position
Jose R. Mas	52	Chief Executive Officer (CEO) and Director
Robert Apple	74	Chief Operating Officer (COO)
Paul DiMarco	45	EVP and Chief Financial Officer (CFO)
Alberto de Cardenas	55	EVP, General Counsel and Secretary

	Robert Apple
	Age: 74 \| COO
	Mr. Apple has been our COO since December 2006. Previously, Mr. Apple served as group president for MasTec’s energy service operations since 2005. From 2001 to 2004, Mr. Apple was a senior vice president at DIRECTV®, where he was responsible for the installation and service network, warranty program, supply chain management and national dispatch support. From 1997 to 2001, Mr. Apple, while on assignment from Hughes Electronics/DIRECTV® Latin America to Telefonica S.A., served as Chief Operating Officer and Board member of Via Digital, a direct broadcast satellite company and Telefonica affiliate. From 1985 to 1996, Mr. Apple served in various capacities within the Hughes Electronics organization, including as Chief Executive Officer of Hughes Electronics-Spain, Vice President of Hughes Europe and as a program manager for a Hughes Electronics training and support systems group. Mr. Apple was a member of the Board of Directors of Domtar Corporation (NYSE: UFS), a provider of fiber-based products since October 2012. He served as its Chairman of the Board and Chair of the Nominating and Governance Committee. Mr. Apple, a graduate of the U.S. Naval Academy, was a lieutenant colonel in the U.S. Marine Corps., where he was a graduate of the Naval Fighter Weapons School (“Top Gun”) and part of the team that rolled out the F/A-18 strike fighter.

	Paul DiMarco
	Age: 45 \| CFO
	Paul DiMarco joined MasTec in 2007 and has been our Chief Financial Officer since April 1, 2023, following the retirement of George Pita. In February of 2022 he was appointed Chief Financial Officer of MasTec’s Power Delivery Segment, to work with operational leadership on the integration of 2021 acquisitions that brought over $2 billion of incremental revenue to the segment. Mr. DiMarco also served as Treasurer of MasTec since 2011. Prior to joining MasTec, Mr. DiMarco held various positions with Burger King Restaurant Services and Coca-Cola Enterprises. Mr. DiMarco earned his Bachelor of Science in Industrial Engineering from the University of Florida and his Master of Business Administration from Duke University. Mr. DiMarco also serves or has served in various charitable and other capacities, including for The United Way of Miami Dade Tocqueville Society, leading MasTec’s annual corporate giving campaign, and for the University of Miami’s Center for Autism and Related Disabilities.

	Alberto de Cardenas
	Age: 55 \| EVP, General Counsel and Secretary
	Mr. de Cardenas has been our EVP, General Counsel and Secretary responsible for all of MasTec’s corporate and operational legal matters and corporate secretary matters since November 2005. From March 2003 to November 2005, Mr. de Cardenas was Senior Vice President and General Counsel and from January 2003 through March 2003, Mr. de Cardenas was Vice President and Corporate General Counsel of Perry Ellis International, Inc. From September 1996 through December 2002, Mr. de Cardenas was a corporate and securities attorney at Broad and Cassel. From September 1990 to July 1993, Mr. de Cardenas was an accountant at Deloitte & Touche LLP. Mr. de Cardenas earned his bachelor’s in accounting from the University of Florida, his Master of Science in taxation from Florida International University and his law degree from The George Washington University Law School. Mr. de Cardenas serves as a board member of the United Way of Miami-Dade County, Easter Seals of South Florida and the Orange Bowl Committee.

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 and CEO with financing arrangements (for additional details, refer to Footnotes 3 and 4 of the “Security Ownership” section beginning on page 77). • 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.

Component	Objective	Type of Compensation
Fixed pay	Our objective for base salary is to provide our NEOs a minimum, fixed level of cash compensation commensurate with their positions and qualifications. Base salary is designed to reward core competence in each NEO’s role. We choose to pay base salary for talent attraction and retention. Salaries are set based on the performance of the NEO; market data adjusted for individual qualifications and job uniqueness.	Bi-weekly cash base salary. Salaries initially are negotiated and set forth in employment agreements with each NEO and thereafter reviewed annually.
At Risk Pay	An objective of our 2013 ICP is to reward NEOs for Company and individual performance during the prior year. The 2013 ICP is designed to reward NEOs for contributions as members of the executive team to MasTec’s overall success rather than specific objectives solely within an NEO’s area of responsibility.	We choose to pay this performance based annual incentive compensation in the form of both cash and restricted stock that vests over a three-year period. The amount of the annual incentive award is based on 2023 adjusted EBITDA performance and the growth over three years of Revenue and EPS, as well as ROIC. We may also consider other factors such as successful acquisition activity. We believe that paying a significant portion of annual incentive compensation in the form of three-year cliff vesting restricted stock incentivizes our management to build long-term shareholder value, aligns the interests of our management team with those of our shareholders and contributes to the retention of our leadership team members. Executive officers eligible to receive an award under the 2013 ICP are selected by the Compensation Committee no later than 90 days following the start of each fiscal year, at which time the Compensation Committee also determines the maximum amount of the award opportunity.
Benefits	The objective of our benefits program is to provide our NEOs with a competitive benefits package.	Includes medical, dental, disability, life insurance and accidental death.
Retirement	The objective of our retirement benefits is to assist our employees with the accumulation of adequate financial assets for retirement.	Our executive officers may participate in the 401(k) and Deferred Compensation Plans. We make safe harbor matching contributions equal to 100% of the first 3% of compensation that each eligible participant elects to contribute to the 401(k) Plan in that year plus 50% of the next 2% of compensation that each eligible participant elects to contribute to the 401(k) Plan in that year, which are paid 50% in cash and 50% in MasTec common stock. No Company matching contributions were made in 2023 to the Deferred Compensation Plan. Participants, including NEOs, may obtain distributions from the Deferred Compensation Plan only upon termination of employment or for elected in-service distributions. We also believe that our stock ownership guidelines contribute to our executives’ retirement planning and asset accumulation.

Component			Description
Split Dollar Life Insurance			We cover Jorge Mas and Jose R. Mas under split dollar insurance policies. The objective is to provide protection to the Company by allowing Messrs. Mas’ and Mas’ beneficiaries to use the proceeds under these policies to pay estate taxes instead of using the proceeds from large stock dispositions that could be disruptive to the market price of MasTec’s common stock. In addition, the policies are an efficient method of providing compensation with a high perceived value to the recipients. For more information, see the “Certain Relationships and Related Party Transactions” section beginning on page 81.
Perquisites			We provide a limited number of perquisites to our NEOs with the objective of attracting and retaining executive officers in a competitive marketplace. Perquisites are not designed to reward any particular executive behavior.

Executive	2023 Base Salary	2024 Base Salary
Jose R. Mas, CEO	$1,250,000	$1,250,000
Robert Apple, COO	$750,000	$775,000
Paul DiMarco, CFO	$500,000	$550,000
Alberto de Cardenas, EVP, General Counsel and Secretary	$495,000	$525,000

Executive	Cash ($)	Shares of Restricted Stock	Restricted Stock Value ($) *	Total ($)
Jose R. Mas, CEO	$1,350,000	81,037	$7,000,000	$8,350,000
Robert Apple, COO	$756,000	35,888	$3,100,000	$3,856,000
Paul DiMarco, EVP and CFO	$750,000	24,311	$2,100,000	$2,850,000
Alberto de Cardenas, EVP, General Counsel and Secretary	$525,000	18,523	$1,600,000	$2,125,000

Executive	Ownership Requirement	Ownership as of December 31, 2023
Jose R. Mas, CEO	10x base salary	345x
Robert Apple, COO	2x base salary	14x
Paul DiMarco, EVP and CFO	2x base salary	3x
Alberto de Cardenas, EVP, General Counsel and Secretary	2x base salary	8x

	Year	Salary	Stock Awards (1)	Non-Equity Incentive Plan Compensation	All Other Compensation (3)	Total
Jose R. Mas, CEO	2023	$1,209,615	$7,000,000	$1,350,000	$44,068	$9,603,683
	2022	$1,093,269	$7,000,000	$1,500,000	$47,648	$9,640,917
	2021	$1,075,000	$5,500,000	$2,500,000	$47,897	$9,122,897
Robert Apple, COO	2023	$737,339	$3,100,000	$756,000	$79,343	$4,672,682
	2022	$697,463	$3,100,000	$840,000	$61,988	$4,699,451
	2021	$682,500	$2,500,000	$1,400,000	$61,388	$4,643,888
George Pita, Former EVP and CFO (2)	2023	$440,600	$0	$0	$79,603	$520,203
	2022	$536,510	$2,500,000	$660,000	$76,626	$3,773,136
	2021	$525,000	$2,100,000	$1,100,000	$57,166	$3,782,166
Paul DiMarco, EVP and CFO	2023	$456,731	$2,100,000	$750,000	$59,339	$3,366,070
Alberto de Cardenas, EVP, General Counsel and Secretary	2023	$486,519	$1,600,000	$525,000	$28,625	$2,640,144
	2022	$459,865	$1,300,000	$465,000	$27,625	$2,252,490
	2021	$450,000	$1,000,000	$600,000	$27,025	$2,077,025

Name	Car Lease Or Allowance	Matching Contribution to 401k Plan	Imputed Benefit from Split Dollar Life Insurance Policy (2)	Golf Membership	Executive Long- Term Disability (1)	Employee Awards (3)	Total
Jose R. Mas	$40,340		$615		$3,088	$25	$44,068
Robert Apple	$63,611	$13,200			$2,507	$25	$79,343
George Pita (4)	$18,600	$13,200		$42,217	$5,586		$79,603
Paul DiMarco	$19,747	$13,200		$23,765	$2,602	$25	$59,339
Alberto de Cardenas	$12,000	$13,200			$3,400	$25	$28,625

Name	Grant Date	Number of Shares of Stock or Units (1)	Grant Date Fair Value of Stock Awards (2)
Jose R. Mas, CEO	3/05/2024	81,037	$7,000,000
Robert Apple, COO	3/05/2024	35,888	$3,100,000
Paul DiMarco, EVP and CFO	3/05/2024	24,311	$2,100,000
Alberto de Cardenas, EVP, General Counsel and Secretary	3/05/2024	18,523	$1,600,000

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	3/10/2023	72,902 (2)	$5,520,139
	3/24/2022	63,277 (3)	$4,791,334
	3/18/2021	57,926 (4)	$4,386,157
Robert Apple, COO	3/10/2023	32,285 (2)	$2,444,620
	3/24/2022	28,762 (3)	$2,177,859
	3/18/2021	23,549 (4)	$1,783,130
George Pita, Former EVP and CFO (7)	3/10/2023	26,036 (2)	$1,971,446
	3/24/2022	24,160 (3)	$1,829,395
	3/18/2021	19,489 (4)	$1,475,707
Paul DiMarco, EVP and CFO	10/13/2021	2,000 (5)	$151,440
Paul DiMarco, EVP and CFO	10/10/2022	7,500 (6)	$567,900
Alberto de Cardenas, EVP, General Counsel and Secretary	3/10/2023	13,539 (2)	$1,025,173
	3/24/2022	11,505 (3)	$871,159
	3/18/2021	10,286 (4)	$778,856