Alberto de Cardenas
MASTECAbout Alberto de Cardenas
Executive Vice President, General Counsel and Secretary at MasTec since November 2005; age 56; education includes B.S. in Accounting (University of Florida), M.S. in Taxation (Florida International University), and J.D. (George Washington University Law School) . Company performance framing his incentive program: 2024 revenue $12.3B, adjusted EBITDA up 19% to ~$1.0B, cash from operations $1.1B (+63% YoY), net income $199.4M, backlog $14.3B, and three‑year TSR of 47.5% . MasTec ties NEO compensation to adjusted EBITDA, three‑year revenue growth, three‑year EPS growth, and ROIC, with heavy emphasis on at‑risk incentives (average ~85% of NEO pay variable in 2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Perry Ellis International, Inc. | Senior Vice President and General Counsel | Mar 2003–Nov 2005 | Corporate/general counsel leadership at a public company |
| Perry Ellis International, Inc. | Vice President and Corporate General Counsel | Jan 2003–Mar 2003 | Corporate general counsel role |
| Broad and Cassel | Corporate and securities attorney | Sep 1996–Dec 2002 | Corporate/securities practice experience |
| Deloitte & Touche LLP | Accountant | Sep 1990–Jul 1993 | Accounting foundation |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| United Way of Miami‑Dade County | Board member | — | Community leadership |
| Easter Seals of South Florida | Board member | — | Community leadership |
| Orange Bowl Committee | Board member | — | Community leadership |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $459,865 | $486,519 | $518,077 |
| Target Bonus (% of base) | Up to 100% | Up to 100% | Up to 100% |
| Actual Cash Bonus ($) | $465,000 | $525,000 | $600,000 |
| Stock Awards ($) | $1,300,000 | $1,600,000 | $1,750,000 |
| All Other Compensation ($) | $27,625 | $28,625 | $29,225 |
| Total Compensation ($) | $2,252,490 | $2,640,144 | $2,897,302 |
2025 base salary set at $550,000 effective April 1, 2025 , consistent with his employment agreement’s current salary .
2024 perquisites detail:
| Component | Amount ($) |
|---|---|
| Car lease/allowance | $12,000 |
| 401(k) match | $13,800 |
| Executive long‑term disability | $3,400 |
| Employee awards | $25 |
Performance Compensation
Annual incentive design (2024):
- No payout unless adjusted EBITDA ≥ $750M; aggregate NEO payout capped at 5% of actual adjusted EBITDA (2024 adjusted EBITDA $1,005.6M) .
| Metric | Threshold/Target | Actual | Payout to de Cardenas | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA (2024) | Threshold $750M | $1,005.6M | Cash $600,000; RSUs 14,400 shares valued $1,750,000 | RSUs cliff vest in 3 years (grant 3/18/2025; vest 3/18/2028) |
Restricted stock grants tied to 2024 performance (awarded March 18, 2025):
| Grant Date | Shares | Grant‑Date Fair Value ($) | Vesting Terms |
|---|---|---|---|
| 3/18/2025 | 14,400 | $1,750,000 (at $121.53/share) | 100% vesting at 3‑year anniversary (3/18/2028), subject to continued employment |
Program notes:
- Equity awards are three‑year cliff vested; company does not grant stock options to NEOs and granted no options in 2024 .
- Metrics used in sizing awards include adjusted EBITDA, three‑year revenue/EPS growth, ROIC, safety outcomes, DSO reduction, liquidity, and net debt reduction .
Equity Ownership & Alignment
Stock ownership guidelines and compliance:
| Executive | Requirement | Ownership (excludes unvested/pledged) |
|---|---|---|
| Alberto de Cardenas | 2× base salary | 15× base salary (as of 12/31/2024) |
Outstanding unvested RSUs (as of 12/31/2024):
| Grant Date | Unvested Shares | Vest Date | Market Value at $136.14 ($) |
|---|---|---|---|
| 3/24/2022 | 11,505 | 3/24/2025 | $1,566,291 |
| 3/10/2023 | 13,539 | 3/10/2026 | $1,843,199 |
| 3/05/2024 | 18,523 | 3/05/2027 | $2,521,721 |
Stock vested in 2024:
| Shares Vested | Value Realized ($) |
|---|---|
| 10,286 | $888,299 |
Deferred compensation (2024):
| Executive Contributions ($) | Aggregate Earnings ($) | Aggregate Balance (12/31/2024) ($) |
|---|---|---|
| — | $9,704 | $67,739 |
Alignment policies:
- Must retain 50% of net after‑tax shares acquired during the year unless the ownership level is already satisfied at the start of the year; he far exceeds the 2× requirement (15×) .
- Anti‑hedging and anti‑pledging policies in place; Board has granted exceptions for the Chairman, CEO, and de Cardenas in connection with certain financing arrangements (pledging exception is a governance risk) .
Employment Terms
Key employment agreement terms (effective March 31, 2014; remains in force):
- Base salary subject to Compensation Committee adjustment; currently set at $550,000 .
- Annual performance bonus up to 100% of base salary, based on goals set by the Committee .
- Termination without cause / resignation for good reason: base salary + average of last three performance bonuses over 12 months; unvested equity continues to vest; options/awards remain exercisable for full term (subject to plan terms) .
- Death or disability: immediate vesting of unvested equity; base salary and eligible bonus through date .
- Change in control: lump sum 1.5× base salary + 1.5× average performance bonus; immediate vesting of unvested equity; certain payments reduced to avoid 280G excise tax .
- Confidentiality, non‑competition and non‑solicitation covenants; compliance is a condition to receipt of benefits .
- Company‑wide clawback policy revised October 2023; recovery of excess incentive comp following restatement applies regardless of fault .
Illustrative potential payments as of 12/31/2024:
| Scenario | Cash Severance: Base ($) | Cash Severance: Bonus ($) | Total Cash Severance ($) | Long‑Term Incentives ($) | Benefits & Perqs ($) | Overall Total ($) |
|---|---|---|---|---|---|---|
| Termination by Company without Cause or Resignation with Good Reason | $525,000 | $1,830,000 | $2,355,000 | $5,931,211 | $41,800 | $8,328,011 |
| Change of Control | $787,500 | $2,745,000 | $3,532,500 | $5,931,211 | $41,800 | $9,505,511 |
| Death or Disability | — | — | — | $5,931,211 | — | $5,931,211 |
Investment Implications
- Pay‑for‑performance alignment: Incentives sized on adjusted EBITDA and multi‑year growth/ROIC with strict threshold and capped NEO pool at 5% of adjusted EBITDA; majority of incentive value delivered in three‑year cliff‑vesting RSUs, reinforcing long‑term value creation .
- Vesting calendar and potential selling pressure: Significant RSU cliffs in 2025/2026/2027/2028 (3/24/2025, 3/10/2026, 3/05/2027, 3/18/2028) totaling 43,567 shares at 12/31/2024, creating periodic liquidity events; however, he exceeds ownership guidelines (15×) so retention requirements may not constrain sales .
- Alignment and red flags: Board‑approved exceptions to anti‑pledging for de Cardenas indicate potential collateralization risk; monitor any pledged share disclosures in Security Ownership footnotes and Form 4 filings for pressure/forced sales risk .
- Retention risk: Agreement offers continued vesting upon qualifying termination and robust change‑of‑control economics (1.5× base and bonus plus accelerated vesting), which reduces exit pressure and supports continuity through corporate events .
- Program governance: No options granted in 2024 and no option re‑pricings; enhanced clawback in 2023; stock ownership and retention guidelines in force; Say‑on‑Pay support ~81.9% in 2024 suggests shareholder acceptance of pay design .
- Performance backdrop: 2024 operational improvement (CFO‑led cash flow and liquidity gains; backlog up; adjusted EBITDA +19%) supports the Committee’s higher incentive sizing; heightened execution exposure remains in multi‑year CE&I and power delivery project portfolios .