Ava L. Parker
MASTECAbout Ava L. Parker
Ava L. Parker (age 62) is an independent Class III director of MasTec, Inc., serving since 2022; she is President of Palm Beach State College and holds B.A. and J.D. degrees from the University of Florida . She is nominated for re‑election at the 2025 Annual Meeting to serve until the 2028 meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palm Beach State College | President | — (current) | Institutional leadership |
| Florida Polytechnic University | EVP & COO | 2012–2015 | Operational leadership |
| State University System (Florida) Board of Governors | Member; Chairwoman | 2002–2012; Chair 2010–2012 | System governance and policy leadership |
| Lawrence & Parker (law firm) | Partner | 2001–2015 | Legal practice; governance expertise |
| Emerging Issues Policy Forum | Inaugural Executive Director | — | Utility regulation think tank leadership |
External Roles
| Organization | Ticker | Role | Tenure/Notes |
|---|---|---|---|
| Orchid Island Capital, Inc. | ORC | Director | Current public company directorship |
| Professional Holding Corp. | PFHD | Director | 2020–2023 (prior public company board) |
| Business Development Board of Palm Beach County | — | Board member | Current |
| Economic Council of Palm Beach County | — | Member/Board | Current |
Board Governance
- Independence: Determined independent under NYSE and MasTec guidelines; no disqualifying relationships disclosed for Parker .
- Committee assignments: Member, Nominating, Sustainability & Corporate Governance (NSCG) Committee; NSCG met 4 times in 2024 and oversees ESG, board composition, governance policies, and annual board/committee evaluations .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting (MasTec has no formal attendance requirement) .
- Board structure and leadership: Classified board; Parker is Class III (term to 2028 if re‑elected). Lead Independent Director is Robert J. Dwyer; independent‑only executive sessions held at every regular Board meeting .
- ESG oversight: NSCG Committee holds board‑level oversight of sustainability and ESG matters .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $110,159 | Parker’s elected cash portion of retainer |
| Stock Awards (fair value) | $184,841 | Equity portion of retainer; valued at grant date per ASC 718 |
| Total | $295,000 | Sum of cash and stock awards |
Director program parameters (effective July 1, 2024):
- Annual Board retainer increased from $290,000 to $300,000; Lead Independent Director retainer $40,000 (from $30,000); Audit Chair $30,000 (from $20,000). At least 55% of compensation must be taken in common stock; directors may elect higher stock portion; quarterly valuation at last sale price .
- As of 12/31/2024, there were no outstanding stock option awards or unvested stock awards for any independent director .
- Director stock ownership requirement: minimum $500,000 in MasTec common stock; five years to comply; new independent directors have a five‑year exception period .
Performance Compensation
| Element | Performance Metrics | Form/Vesting | Evidence |
|---|---|---|---|
| Director equity retainer | None disclosed (retainer‑based; no PSU/option program for directors) | Equity elected toward retainer; no options; no unvested director awards outstanding at 12/31/2024 |
- MasTec states no option repricing and has not issued options since 2006; policy uses stock retainer for directors, not performance‑conditioned awards .
Other Directorships & Interlocks
- Compensation Committee interlocks: In 2024, no relationships constituting a compensation committee interlock under SEC rules were disclosed .
- No related‑party transactions disclosed involving Parker; independence determination considered related party items (largely involving Mas family entities) and found no impairment of independent directors’ status .
Expertise & Qualifications
- Board skills matrix and biography highlight: executive leadership, finance/energy exposure, governance, legal/regulatory/compliance .
- Education: B.A. and J.D., University of Florida .
- NSCG membership supports board effectiveness in ESG oversight, director qualifications, and governance policies .
Equity Ownership
| Holder | Beneficial Shares | Deferred Shares | Ownership % |
|---|---|---|---|
| Ava L. Parker | 4,117 | 193 (deferred under Director Deferred Fee Plan) | <1% |
| Citations: shares/percent from Security Ownership table; deferred shares per footnote (6) . |
Additional alignment policies:
- Independent directors must own ≥$500,000 of stock within five years; new directors have a five‑year runway (Parker appointed 2022) .
- Anti‑hedging/anti‑pledging policy applies to directors; exceptions were granted only to specified executives (Chairman, CEO, and GC), not to directors .
- Deferred Fee Plan available; directors may defer cash/stock fees into deferred accounts with distributions post‑service or upon change in control .
Governance Assessment
- Strengths: Independent director with governance and regulatory depth; member of NSCG overseeing ESG and board processes; at least 75% attendance; equity‑heavy director pay structure with 55% minimum stock promotes alignment; five‑year ownership requirement further aligns interests .
- Potential watch items: As a 2022 appointee, absolute dollar ownership likely below the $500,000 guideline at this stage (still within the five‑year compliance window); monitor build‑up pace via future proxies .
- Conflicts/related‑party: None disclosed for Parker; related‑party transactions principally involve Mas family entities and do not implicate her independence .
- Shareholder sentiment backdrop: Say‑on‑Pay support ~82% in 2024, indicating generally favorable investor views on compensation governance; independent consultant (Meridian) supports benchmarking for executives and directors .