C. Robert Campbell
MASTECAbout C. Robert Campbell
C. Robert Campbell (age 80) is an independent director of MasTec, Inc. serving since 2016; he is a retired executive and private investor with over 30 years of senior financial management experience and is designated an audit committee financial expert under SEC rules . He holds a B.S. in Industrial Relations (University of North Carolina), an MBA (Columbia University), and an M.S. in Accounting (Florida International University), and is a Certified Public Accountant (inactive) . He currently chairs MasTec’s Audit Committee and serves on the Finance and Mergers & Acquisitions Committee, and the Board holds executive sessions of independent directors at every regularly scheduled meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasTec, Inc. | Executive Vice President & Chief Financial Officer | Oct 2004–Dec 2013 | Led finance during multi-year transformation; deep knowledge of MasTec operations |
| TIMCO Aviation Services, Inc. | Executive Vice President & CFO | 2002–2004 | Senior financial leadership in aviation services |
| BAX Global, Inc. | President & CEO | 1998–2000 | Top-line leadership in logistics |
| Advantica Restaurant Group, Inc. | EVP–Finance & CFO | 1995–1998 | Corporate finance leadership |
| Ryder System, Inc. | Various senior management roles incl. EVP HR & Admin; EVP & CFO (Vehicle Leasing & Services Division) | 1974–1995 | Finance/operations leadership over a decade as division CFO |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forward Air Corporation (NASDAQ: FWRD) | Director; Lead Director; Audit Committee Chair; Compensation Committee Chair | Prior service (dates not specified) | Oversight of audit and compensation at a public logistics company |
| Pernix Group, Inc. | Lead Director; Vice-Chairman; Audit Committee Chair; Compensation Committee Member | Prior service (dates not specified) | Governance and audit leadership |
Board Governance
- Independence: The Board affirmatively determined Campbell meets NYSE independence standards; no material relationships affecting independence were identified .
- Board leadership: Independent directors hold executive sessions at every regularly scheduled Board meeting; lead independent director is Robert J. Dwyer .
- Attendance: In 2024, each director attended at least 75% of Board meetings (4 total) and at least 75% of each committee on which they served .
| Committee | Role | 2024 Meetings | Members (including Campbell) |
|---|---|---|---|
| Audit Committee | Chair | 10 | Campbell (Chair); Johnson; Dwyer; Csiszar; all members independent; Campbell, Dwyer, Csiszar are “audit committee financial experts” |
| Finance & Mergers & Acquisitions | Member | 1 | Dwyer (Chair); Johnson; Campbell; all independent |
| Board of Directors | Director (Class III) | 4 | Classified board structure; Campbell nominated for term through 2028 |
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual Board Retainer (independent directors) | $290,000 | Prior to Jul 1, 2024 |
| Annual Board Retainer (independent directors) | $300,000 | Effective Jul 1, 2024; paid quarterly; minimum 55% must be taken in common stock |
| Audit Committee Chair Retainer | $20,000 | Prior to Jul 1, 2024 |
| Audit Committee Chair Retainer | $30,000 | Effective Jul 1, 2024 |
| Stock Ownership Requirement (independent directors) | $500,000 | Must be held; directors have 5 years to comply |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| C. Robert Campbell | $135,816 | $184,184 | $320,000 |
Notes:
- A minimum of 55% of director compensation must be taken in common stock under the 2013 Incentive Compensation Plan; directors may elect higher equity proportions and can defer fees under the Deferred Fee Plan .
- As of Dec 31, 2024, no independent director had outstanding stock options or unvested stock awards .
Performance Compensation
| Metric/Component | Applicability to Independent Directors | Disclosure |
|---|---|---|
| Performance-based annual bonus | Not applicable | Independent directors receive retainers and committee fees; no performance-based bonus disclosed |
| Stock options | Not applicable | Company has not issued options since 2006; none outstanding for independent directors |
| Equity grant vesting | Not applicable | Director equity taken as common stock for fees; no unvested stock awards outstanding as of Dec 31, 2024 |
Other Directorships & Interlocks
| Company | Status | Committee Roles |
|---|---|---|
| Forward Air Corporation | Prior public company directorship | Lead Director; Audit Chair; Compensation Chair |
| Pernix Group, Inc. | Prior public company directorship | Lead Director; Vice-Chairman; Audit Chair; Compensation Member |
- Compensation Committee interlocks: None in 2024 among MasTec’s then-serving executive officers or directors .
Expertise & Qualifications
- Audit committee financial expert; financially literate; extensive accounting and finance leadership; CPA (inactive) .
- Degrees: UNC (B.S. Industrial Relations), Columbia (MBA), Florida International University (M.S. Accounting) .
- Board skills: Accounting, compensation, governance, legal/regulatory, M&A/corporate finance, risk management, executive leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| C. Robert Campbell | 42,782 | Less than 1% |
- Independent director stock ownership policy requires $500,000 of Company stock; among independent directors serving more than five years as of 2024, none owned less than $1,447,577 in Company stock as of Dec 31, 2024 .
- Anti-hedging and anti-pledging policy applies to directors; exceptions were granted for Chairman Jorge Mas, CEO Jose R. Mas, and EVP GC Alberto de Cardenas—not for Campbell .
- No pledging or hedging by Campbell is disclosed in the proxy’s Security Ownership notes; pledging disclosures pertain to Jose R. Mas and Alberto de Cardenas .
Governance Assessment
- Shareholder support: In the May 22, 2025 Annual Meeting, Campbell received 58,958,689 votes “For” vs. 1,933,831 “Withheld” (5,418,399 broker non-votes), indicating strong investor confidence in his continued board service .
- Audit oversight: As Audit Chair, Campbell led a committee that met 10 times in 2024, with designated financial experts, and oversaw the auditor transition to PwC and remediation of prior material weaknesses (remediated as of Dec 31, 2023) .
- Independence and engagement: Board confirmed independence; directors attended ≥75% of Board and committee meetings; independent director executive sessions occur at each regular meeting .
- Alignment: Mandatory equity component (≥55%) of director compensation and stock ownership requirements enhance alignment; no option re-pricing and anti-hedging/pledging policies further support governance quality .
- Related-party transactions: Significant related-party dealings exist with entities affiliated with the Mas family; however, the Board determined these did not affect independent directors’ independence, and Audit Committee reviews related-party transactions under formal standards .
Signals and Potential Red Flags
- No Campbell-specific conflicts or related-party transactions disclosed; independence affirmed .
- Company-level exceptions to anti-pledging policy for Chairman/CEO/EVP GC are noted (not involving Campbell); vigilant audit oversight is essential given prior material weaknesses (remediated) and related-party breadth .