DEF 14A 1 nc10021593x1_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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MASTEC, INC.

(Name of Registrant as Specified in Its Charter)

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MasTec, Inc.

800 S. Douglas Road, 12th Floor

Coral Gables, Florida 33134

(305) 599-1800

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

To our shareholders:

The 2021 Annual Meeting of Shareholders of MasTec, Inc. will be held on May 20, 2021 at 9:30 a.m., local time, via remote communication as more fully described below.

At the Annual Meeting, shareholders will be asked to vote on the following proposals:

1. The election of Jose R. Mas and Javier Palomarez as Class II directors to serve until the 2024 Annual Meeting of Shareholders.

2. Approval of the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan, which we refer to as the Restated 2013 ICP. The Restated 2013 ICP is an amendment and restatement of the existing MasTec, Inc. 2013 Incentive Compensation Plan, which we refer to as the 2013 ICP.

3. Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the 2021 fiscal year.

4. Approval of a non-binding advisory resolution regarding the compensation of our named executive officers (“NEOs”).

5. Such other business as may properly be brought before the 2021 Annual Meeting of Shareholders (“Annual Meeting”), and at any adjournments or postponements of the Annual Meeting.

The foregoing proposals are discussed more fully in the Proxy Statement accompanying this notice. Shareholders of record at the close of business on March 15, 2021 are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting.

Pursuant to the rules and regulations promulgated by the Securities and Exchange Commission, which we refer to as the SEC, we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials on or about April 7, 2021 to our shareholders of record on March 15, 2021. The Notice of Internet Availability of Proxy Materials contains instructions for accessing our Proxy Statement and Annual Report and how to vote. In addition, the Notice of Internet Availability of Proxy Materials contains instructions on how you may (i) receive a paper copy of the Proxy Statement and Annual Report or (ii) elect to receive your Proxy Statement and Annual Report over the Internet.

Due to the ongoing public health impact of the COVID-19 pandemic, and to support the health and well-being of our directors, officers, employees and shareholders, we have made the decision that this year’s Annual Meeting will be held solely by remote communication, in a “virtual only” format, on May 20, 2021 at 9:30 am. The Annual Meeting will not be held at a physical location and you will not be able to attend the Annual Meeting physically. This does not represent a change in our shareholder engagement philosophy. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 15, 2021, the record date (the “Record Date”) or hold a legal proxy for the meeting provided by your bank, broker, or nominee. In order to attend the virtual Annual Meeting, shareholders of record as of the close of business on March 15, 2021 must register via the internet at www.virtualshareholdermeeting.com/MTZ2021. Once registered, shareholders can attend and vote at the virtual Annual Meeting via the internet. You may vote during the virtual Annual Meeting by following the instructions available on the meeting website. If you encounter any difficulties accessing the virtual meeting, follow instructions provided on www.virtualshareholdermeeting.com/MTZ2021. A list of shareholders of record as of the Record Date will be available for inspection by shareholders during the Annual Meeting on the Annual Meeting website. Requests to access the list during the 10 days prior to the date of the Annual Meeting should be directed to the Corporate Secretary at Secretary@MasTec.com. It is important that you read the Proxy Materials, including the Company’s Notice of 2021 Annual Meeting of Shareholders, Proxy Statement, Proxy Card and Annual Report on Form 10-K (collectively, the “Proxy Materials”), and we encourage you to vote your shares of common stock in advance of the Annual Meeting by one of the methods described in the Proxy Materials.

Jose R. Mas, Chief Executive Officer

Coral Gables, Florida

April 7, 2021

Summary Proxy Information	4
Proxy Statement Summary	4
Availability of Proxy Materials	4
Information About the Annual Meeting of Shareholders	4
Items of Business	4
Record Date	4
Before you Vote	4
How to Vote	5
Proposals, Board Recommendation, How You May Vote, Votes Required and Legal Effect of Abstentions and Broker Non-Votes	6
Director Nominees	7
Business Highlights	7
Compensation Highlights	8

Sustainability and Social Responsibility	9
Board Oversight and Sustainability Governance	9
Safety and Health	9
Environmental Stewardship	9
Corporate Culture	9
Diversity and Inclusion	10
Shareholder Engagement	10

Governance of the Company	11
Director Independence	11
Board Leadership Structure	11
Lead Independent Director	11
Risk Oversight	11
Board and Committee Membership	12
Compensation of Directors	20
Compensation Committee Interlocks and Insider Participation	21
Communications with Directors	22
Code of Business Conduct and Ethics	22


Proposal 1 – Election of Directors	22

Proposal 2 – Ratification of the appointment of independent registered public accounting firm	22
2021 Report of the Audit Committee	23
Audit and Non-Audit Fees	24
Pre-Approval Policies	24

Compensation Discussion and Analysis	24
A Message from our Compensation Committee	24
Our Executive Officers	25
Our General Philosophy Regarding Executive Pay	27
2020 Business Highlights	28
Best Practices in our Program	28
Practices we do not Engage in	28
Discretion and Judgment of the Compensation Committee	29
Role of Compensation Consultant	29
Role of Peer Companies and Benchmarking	29
Components of Our Executive Compensation for 2020	30
2020 Performance and Compensation Decisions	31
Termination of Employment and Change in Control Agreements	32
Deferred Compensation Plan	33
Clawback Policy	33
Risk Considerations in Our Compensation Programs	33
Stock Ownership and Retention Guidelines	33
Anti-Hedging and Anti-Pledging Policies	33
Accounting for Stock-Based Compensation	34
Impact of Tax Treatment of a Particular Form of Compensation	34

Compensation Committee Report on Executive Compensation	34

Named Executive Officer Compensation	35
Summary Compensation Table for 2020	35
Grants of Plan-Based Awards for 2020	36
Outstanding Equity Awards at Fiscal Year End for 2020	36
Stock Vested for 2020	36
Nonqualified Deferred Compensation	37
Potential Payments upon Change in Control and Termination of Employment as of December 31, 2020	37
Employment and Other Agreements	40
CEO Pay Ratio for 2020	42

Proposal 3 – Vote on a Non-Binding Advisory Resolution to Approve the Compensation of the Company’s Named Executives	42

Proposal 4 – Vote on Approval of the Restated 2013 ICP	42

Security Ownership	51

Certain Relationships and Related Transactions	54
Review and Approval of Related Person Transactions	54
Related Party Transactions	54
Split Dollar Agreements	54

Questions and Answers About Our Annual Meeting	55

Other Business	58

Proposal	How does the Board recommend that I vote?	How may I vote?	Votes required for approval when quorum is present	Abstentions	Broker non- votes
1. Election of Directors	The Board recommends that you vote FOR each of the two director nominees.	You may vote FOR or WITHHOLD authority to vote for the approval of each of the two director nominees.	Affirmative vote of a plurality of the votes cast subject to majority vote policy.	Do not count as votes cast and have no effect on the vote.	Do not count as votes cast and have no effect on the vote.
2. Ratification of our Independent Auditor	The Board recommends that you vote FOR the ratification of BDO USA, LLP as our independent registered public accounting firm for the 2021 fiscal year.	You may vote FOR or AGAINST the ratification of BDO USA, LLP as our independent registered public accounting firm for the 2021 fiscal year, or you may indicate that you wish to ABSTAIN from voting on the matter.	The number of votes cast in favor of ratification must exceed the number of votes cast opposing ratification.	Do not count as votes cast and have no effect on the vote.	Voted at broker’s discretion.
3. Advisory vote on Executive Compensation	The Board recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers.	You may vote FOR or AGAINST the approval, on an advisory basis, of the compensation of our named executive officers, or you may indicate that you wish to ABSTAIN from voting on the matter.	The number of votes cast in favor of the resolution must exceed the number of votes cast against the resolution.	Do not count as votes cast and have no effect on the vote.	Do not count as votes cast and have no effect on the vote.
4. Approval of the Restated 2013 ICP	The Board recommends that you vote FOR the approval of our Restated 2013 ICP.	You may vote FOR or AGAINST the Approval of our Restated 2013 ICP, or you may indicate that you wish to ABSTAIN from voting on the matter.	The number of votes cast in favor of approval must exceed the number of votes cast opposing approval of the Restated 2013 ICP.	Will have the same effect as votes against the proposal pursuant to the NYSE’s interpretations of its shareholder approval policy.	Do not count as votes cast and have no effect on the vote.

Name	Age	Director	Occupation	Independent	Committee
		since			memberships/
					positions
Jose R. Mas	49	2001	CEO of MasTec, Inc.	No
Javier Palomarez	60	2015	Former President of U.S. Hispanic Chamber of Commerce	Yes	A,B

Ernst N. Csiszar		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 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. 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.

Age: 70 Director Since: 2005 Independent: Yes

BOARD SKILLS AND QUALIFICATIONS	ERNST N. CSISZAR	JULIA L. JOHNSON	JORGE MAS	JOSE R. MAS	JAVIER PALOMAREZ	C. ROBERT CAMPBELL	ROBERT J. DWYER
Accounting	X		X	X	X	X	X
Relevant Industry Knowledge		X	X	X	X	X	X
Compensation	X		X	X	X	X	X
Board Governance		X	X	X	X	X	X
Legal/Regulatory/Compliance	X	X	X	X	X	X
M&A/Corporate Finance	X	X	X	X		X	X
Risk Management	X		X	X		X	X
Safety & Health			X	X		X
International	X		X	X	X	X
Executive Leadership	X	X	X	X	X	X	X

Committee Membership	Executive	Finance and M&A	Audit	Compensation	Nominating, Sustainability and Corporate Governance
Ernst N. Csiszar			Member	Chair
Julia L. Johnson	Member	Member	Member		Chair
Jorge Mas	Chair
Jose R. Mas
Javier Palomarez				Member	Member
C. Robert Campbell		Member	Chair
Robert J. Dwyer	Member	Chair	Member	Member	Member

Compensation Component	2020 and 2021 Director
	Compensation
Annual Board Retainer	$255,200
Lead Independent Director	$30,000
Audit Committee Chair	$20,000
Compensation Committee Chair	$15,000
Nominating, Sustainability and Corporate Governance	$15,000
Committee Chair
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	$147,490	$127,710	$275,200
Ernst N. Csiszar	$127,490	$127,710	$255,200
Robert J. Dwyer	$162,490	$127,710	$290,200
Julia L. Johnson	$134,979	$135,221	$270,200
Javier Palomarez	$127,490	$127,710	$255,200
Jose S. Sorzano (3)	$142,490	$127,710	$270,200
Jorge Mas (4)	--	--	--

Category	2019	2020
Audit Fees	$3,606,350	$2,635,945
Audit-Related Fees	$160,000	$157,500
Tax Fees	$0	$0
All Other Fees	$0	$0
Total	$3,766,350	$2,793,445

Name	Age	Position
Jose R. Mas	49	Chief Executive Officer (CEO) and Director
Robert Apple	71	Chief Operating Officer (COO)
George Pita	59	EVP and Chief Financial Officer (CFO)
Albert de Cardenas	52	EVP, General Counsel and Secretary

Component	Objective	Type of Compensation
Fixed pay	Our objective for base salary is to provide our executive officers a minimum, fixed level of cash compensation commensurate with their positions and qualifications. Base salary is designed to reward core competence in each executive’s role. We choose to pay base salary for talent attraction and retention. Salaries are set based on the performance of the executive; 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. We have not entered into any new employment agreements with our NEOs since 2014.

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 contributions as a member of the executive team to MasTec’s overall success rather than specific objectives solely within the officer’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. Although the amount of the annual incentive award is largely based on 2020 performance, we believe that paying a significant portion of annual incentive compensation in the form of time 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 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 amount of such participant’s contributions more than 3% but not more than 5% of such participant’s compensation. The matching contributions to the 401(k) Plan are paid 50% in cash and 50% in MasTec common stock. No company matching contributions were made in 2020 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 Transactions” section beginning on page 54.

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.


Other Equity Compensation	We occasionally use other time-vesting restricted stock awards to further align executive officers’ interests with those of our shareholders and to reward continued employment and actions that increase long-term shareholder value. We have not, however, made any such awards to NEOs since 2013.

		Peer Median	MasTec (2019)	Percentile
Financials	Revenue ($MMs)	$4,450.8	$7,183.2	64^th
	Market Capital ($MMs)	$4,322.3	$4,824.0	60^th
	Net Income ($MMs)	$170.5	$392.3	98^th
Total Shareholder Return (TSR)	1-Year (%)	15.9%	7.1%	92^nd
	5-Year (%)	13.1%	31.3%	85^th
Profitability	Return on Revenue – 1 year	2.7%	5.5%	94^th
	Return on Assets – 1 Year	3.8%	8.3%	95^th
	Return on Equity – 1 Year	10.5%	24.7%	100^th
	Return on Revenue – 3 year	2.9%	4.8%	81^st
	Return on Assets – 3 Year	15.4%	24.0%	93^rd
	Return on Equity – 3 Year	34.0%	70.1%	100^th
	Return on Revenue – 5 year	2.6%	3.5%	72^nd
	Return on Assets – 5 Year	21.3%	27.2%	72^nd
	Return on Equity - 5 Year	45.3%	81.0%	86^th
CEO Pay Ratio	2017	132.0	94.3	38^th
	2018	156.0	93.8	36^th
	2019	104.0	97.1	36^th
CEO Compensation	2017	$9,343,356	$6,754,992	38^th
	2018	$8,801,544	$7,273,627	36^th
	2019	$7,236,395	$8,077,270	45^th

Executive	2020 Base Salary	2021 Base Salary
Jose R. Mas, CEO	$1,075,000	$1,075,000
Robert Apple, COO	$682,500	$682,500
George Pita, EVP and CFO	$525,000	$525,000
Albert de Cardenas, EVP, General Counsel and Secretary	$450,000	$450,000

Executive	Cash ($)	Shares of	Restricted	Total ($)
		Restricted Stock	Stock Value ($) *
Jose R. Mas, CEO	$2,400,000	57,926	$5,350,000	$7,750,000
Robert Apple, COO	$1,300,000	23,549	$2,175,000	$3,475,000
George Pita, EVP and CFO	$1,000,000	19,489	$1,800,000	$2,800,000
Albert de Cardenas, EVP, General Counsel and Secretary	$550,000	10,286	$950,000	$1,500,000

Executive	Ownership	Ownership as of
	Requirement	December 31, 2020
Jose R. Mas, CEO	10x base salary	258x
Robert Apple, COO	2x base salary	22x
George Pita, EVP and CFO	2x base salary	27x
Albert de Cardenas, EVP, General Counsel and Secretary	2x base salary	13x

	Year	Salary	Stock	Non-Equity	All Other	Total
			Awards (1)	Incentive Plan	Compensation
				Compensation	(2)
Jose R. Mas,	2020	$1,068,942	$5,350,000	$2,400,000	$23,887	$8,842,829
CEO	2019	$1,050,000	$4,500,000	$2,500,000	$27,270	$8,077,270
	2018	$1,050,000	$3,100,000	$3,100,000	$25,847	$7,275,847
Robert Apple,	2020	$677,790	$2,175,000	$1,300,000	$38,543	$4,191,333
COO	2019	$658,606	$1,750,000	$1,350,000	$33,815	$3,792,421
	2018	$639,423	$1,450,000	$1,300,000	$32,978	$3,422,401
George Pita,	2020	$521,565	$1,800,000	$1,000,000	$55,293	$3,376,858
EVP and CFO	2019	$507,390	$1,450,000	$1,050,000	$54,435	$3,061,825
	2018	$492,612	$1,200,000	$1,025,000	$38,167	$2,755,779
Albert de Cardenas,	2020	$446,872	$950,000	$550,000	$26,301	$1,973,173
EVP, General Counsel	2019	$434,153	$750,000	$575,000	$25,951	$1,785,104
and Secretary	2018	$421,508	$650,000	$565,000	$24,857	$1,661,365

	Car Lease	Matching	Imputed	Golf	Executive	Employee	Total
	or	Contribution	Benefit	Membership	Long-	Awards
Name	Allowance	to 401k Plan	from Split		Term	(3)
			Dollar Life		Disability
			Insurance		(1)
			Policy (2)
Jose R. Mas	$20,573		$201		$3,088	$25	$23,887
Robert Apple	$24,461	$11,400			$2,507	$175	$38,543
George Pita	$18,600	$11,400		$19,682	$5,586	$25	$55,293
Albert de Cardenas	$12,000	$11,400			$2,726	$175	$26,301

Name	Grant Date	Number of Shares of	Grant Date Fair Value
		Stock or Units (1)	of Stock Awards (2)
Jose R. Mas, CEO	3/18/2021	57,926	$5,350,000
Robert Apple, COO	3/18/2021	23,549	$2,175,000
George Pita, EVP and CFO	3/18/2021	19,489	$1,800,000
Albert de Cardenas EVP,	3/18/2021	10,286	$950,000
General Counsel and Secretary

Name	Date of Grant	Number of Shares or	Market Value of
		Units of Stock That	Shares or Units of
		Have Not Vested	Stock That Have Not
			Vested (1)
Jose R. Mas, CEO	3/14/2018	51,622 (2)	$3,519,588
	3/14/2019	65,664 (3)	$4,476,972
	3/19/2020	165,017 (4)	$11,250,859
Robert Apple, COO	3/14/2018	24,582 (2)	$1,676,001
	3/14/2019	30,714 (3)	$2,094,081
	3/19/2020	64,173 (4)	$4,375,315
George Pita, EVP and CFO	3/14/2018	18,938 (2)	$1,291,193
	3/14/2019	25,418 (3)	$1,732,999
	3/19/2020	53,172 (4)	$3,625,267
Albert de Cardenas EVP, General	3/14/2018	12,153 (2)	$	828,592
Counsel and Secretary	3/14/2019	13,768 (3)	$	938,702
	3/19/2020	27,503 (4)	$	1,875,155

Name	Number of Shares of	Value Realized on
	Stock or Units Acquired on Vesting	Vesting
Jose R. Mas, CEO	50,450	$1,375,772
Robert Apple, COO	26,384	$ 719,492
George Pita, EVP and CFO	20,270	$ 552,763
Albert de Cardenas EVP,	12,227	$ 333,430
General Counsel and Secretary

Name	Executive	Aggregate Earnings		Aggregate Balance
	Contributions in 2020 (1)	in 2020		on December 31, 2020 (2)

Robert Apple, COO		$	211,602	$	1,783,094
Albert de Cardenas, EVP, General		$	5,997	$	49,644
Counsel and Secretary

Executive Compensation	Termination	Termination	Termination by		Change of
Component	due to	due to Death	Company		Control
	Disability		without Cause
			or Resignation
			with Good
			Reason
Cash Severance
Base Salary			$	1,075,000	$	1,612,500
Performance Bonus			$	6,300,000	$	9,450,000
Total Cash Severance			$	7,375,000	$	11,062,500
Long Term Incentives
Value of Accelerated Grants (1)	$19,247,419	$19,247,419	$	19,247,419	$		19,247,419
Benefits & Perquisites
Health & Welfare Benefits			$	14,684	$	14,684
Company Car			$	20,573	$	20,573
Total Benefits & Perquisites			$	35,257	$	35,257
Section 280G Tax Gross-Up (2)				-		-
OVERALL TOTAL	$19,247,419	$19,247,419	$	26,657,676	$	30,345,176

Executive Compensation Component	Termination	Termination	Termination by		Change of Control
	due to	due to Death	Company without
	Disability		Cause or
			Resignation with
			Good Reason
Cash Severance
Base Salary			$	450,000	$	675,000
Performance Bonus			$	1,236,000	$	1,854,000
Total Cash Severance			$	1,686,000	$	2,529,000
Long Term Incentives
Value of Accelerated Grants (1)	$ 3,642,449	$ 3,642,449	$	3,642,449	$	3,642,449
Benefits & Perquisites
Health & Welfare Benefits			$	14,121	$	14,121
Company Car			$	12,000	$	12,000
Total Benefits & Perquisites			$	26,121	$	26,121
OVERALL TOTAL	$ 3,642,449	$ 3,642,449	$	5,354,570	$	6,197,570