Independent
Tenure on this board
20.7 yrs
3 nominees · 3 ballot items.
Election of three Class I directors; Ratification of PwC as independent auditor for 2026; Non-binding advisory approval of named executive officer compensation.
Elect Ernst N. Csiszar, Julia L. Johnson and Jorge Mas as Class I directors to serve until the 2029 Annual Meeting.
Ratify PricewaterhouseCoopers LLP as MasTec’s independent registered public accounting firm for the 2026 fiscal year.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This is an advisory, non-binding 'say-on-pay' proposal asking shareholders to approve the compensation paid to MasTec’s named executive officers as disclosed in the proxy. Management is seeking shareholder endorsement of its compensation policies and awards, which include base salary, cash bonuses, and restricted stock grants with three-year cliff vesting, tying a majority of incentive compensation to long-term value creation. The board recommends approval, arguing the program rewarded strong 2025 financial performance (record revenue, backlog, adjusted EBITDA, and EPS growth), supports retention, aligns pay with performance via adjusted EBITDA and multi-year metrics, and reflects best practices such as clawbacks, ownership guidelines and independent committee oversight. A vote FOR is non-binding but will be considered in future compensation decisions; dissent could prompt further shareholder engagement. The proposal’s relevance is underscored by MasTec’s high 2025 CEO/NEO pay levels and significant equity awards, and by the company’s prior majority (>80%) support on say-on-pay, which management cites as validation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.54% | 3,586,398 | $1.2B |
| 2 | PECONIC PARTNERS LLC | 4.53% | 3,578,431 | $1.2B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.55% | 2,804,295 | $902M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.51% | 2,770,038 | $891M |
| 5 | Hill City Capital, LP | 2.73% | 2,155,000 | $693M |
| 6 | BlackRock, Inc. | 2.65% | 2,096,420 | $675M |
| 7 | STATE STREET CORP | 2.37% | 1,869,788 | $602M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 2.02% | 1,592,523 | $512M |
| 9 | LONE PINE CAPITAL LLC | 1.94% | 1,531,050 | $493M |
| 10 | FIRST TRUST ADVISORS LP | 1.79% | 1,411,584 | $454M |
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