Ernst N. Csiszar
MASTECAbout Ernst N. Csiszar
Ernst N. Csiszar, 74, has served as an independent director of MasTec (MTZ) since 2005 and is designated an SEC “audit committee financial expert.” He is a former President/CEO of the Property Casualty Insurers Association of America, former South Carolina Director of Insurance, and former President/CEO of Seibels Bruce Group; he also served as a visiting professor at the University of South Carolina and as Managing Co‑director at Holborn Holdings, a European investment banking firm . He currently serves on the Board of American Integrity Insurance Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Property Casualty Insurers Association of America | President & CEO | Sep 2004 – Sep 2006 | Led principal P&C insurance trade association; financial/risk oversight expertise |
| State of South Carolina | Director of Insurance | Feb 1998 – Aug 2004 | President, NAIC in 2004; regulatory leadership |
| Seibels Bruce Group, Inc. | President & CEO | 1993 – 1998 | P&C insurer operating leadership |
| University of South Carolina (School of Business) | Visiting Professor | Not disclosed | Academic/teaching role |
| Holborn Holdings Corporation | Managing Co‑director | Not disclosed | Investment banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Integrity Insurance Company | Director | Current (date not disclosed) | P&C insurer; private company (not specified as public) |
Board Governance
- Independence and tenure: Independent director since 2005; Board affirmed independence under NYSE/SEC rules .
- Attendance: In 2024, the Board met 4 times and each director attended at least 75% of Board and respective committee meetings .
- Executive sessions: Independent directors hold executive sessions at every regularly scheduled Board meeting .
- Committee roles and activity (2024):
- Audit Committee: Member; 10 meetings; designated an “audit committee financial expert” .
- Compensation Committee: Chair; 4 meetings; oversees CEO/NEO pay, incentive plans, and risk review; all members independent .
- Lead Independent Director: Role held by Robert J. Dwyer (not Csiszar) .
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Audit | Member | 10 | Independent; financial expert designation |
| Compensation | Chair | 4 | Independent; oversees CEO/NEO pay policies, incentives, and risk |
Fixed Compensation
- Independent director program: Annual Board retainer increased to $300,000 effective July 1, 2024 (from $290,000); Lead Independent Director retainer to $40,000; Audit Chair retainer to $30,000; Compensation Chair retainer $15,000 (unchanged). Minimum 55% of director pay must be taken in common stock; $500,000 stock ownership guideline (5-year compliance window) .
- 2024 Director fees (earned; mix electable in cash/stock under policy):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ernst N. Csiszar | 125,090 | 184,910 | 310,000 |
- Program provisions: Directors can defer cash/stock fees under the MasTec Deferred Fee Plan; distributions occur after service ends or upon change of control per plan terms .
Performance Compensation
- Director equity is structured as retainer equity (no performance-vesting); as of 12/31/2024, no independent director had outstanding unvested stock awards or stock options .
- As Compensation Committee Chair, Mr. Csiszar oversees NEO incentive design and metrics. 2024 NEO annual incentives required a Company adjusted EBITDA threshold and were capped at 5% of actual adjusted EBITDA for all NEOs, with awards sized using financial and operational metrics (including safety) and multi‑year growth measures .
| 2024 NEO Incentive Design Elements | Details |
|---|---|
| Payout Gate (Threshold) | Adjusted EBITDA threshold of $750 million |
| Plan Cap | Total NEO payouts capped at 5% of actual adjusted EBITDA |
| Sizing Metrics | 2024 revenue, income from operations, adjusted EBITDA, operating cash flow, DSO reduction, liquidity, net debt reduction; safety outcomes; 3‑year revenue growth, 3‑year EPS growth, ROIC |
| “Most important” performance measures per SEC PVP | Adjusted EBITDA; ROIC; three‑year revenue growth; three‑year EPS growth |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Mr. Csiszar (American Integrity Insurance Company noted, not specified as public) .
- Compensation Committee interlocks: None in 2024 .
Expertise & Qualifications
- SEC “audit committee financial expert” .
- Board skills matrix flags for Mr. Csiszar: Accounting; Compensation; Legal/Regulatory/Compliance; M&A/Corporate Finance; Risk Management; International; Executive Leadership .
- Summary of board-level oversight: Compensation Committee (chair) sets/oversees executive pay philosophy, use of independent consultant (Meridian), shareholder outreach and Say‑on‑Pay considerations .
Equity Ownership
- Beneficial ownership: 25,517 shares; <1% of outstanding common stock .
- Director ownership guideline: $500,000 minimum in Company stock; company disclosed that no independent director serving more than five years as of 2024 was below $1,447,577 in holdings as of 12/31/2024, indicating guideline compliance for long‑tenured directors like Mr. Csiszar .
- Hedging/pledging: MasTec prohibits hedging/short sales and pledging absent demonstrated repayment capacity; Board granted exceptions only to the Chairman and CEO (and EVP GC) for certain financings; no exception disclosed for Mr. Csiszar . No pledging disclosed for Mr. Csiszar in the beneficial ownership footnotes (pledge/VFS arrangements noted for Jorge Mas and Jose R. Mas; pledge noted for EVP GC) .
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Ernst N. Csiszar | 25,517 | <1% |
Governance Assessment
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Positive signals:
- Independent director since 2005 with deep regulatory, insurance, and financial oversight credentials; SEC “audit committee financial expert” .
- Chairs an independent Compensation Committee that uses an external consultant (Meridian) and applies multi‑year, primarily EBITDA‑based incentive design with caps and 3‑year cliff vesting of equity for NEOs; anti‑hedging/anti‑pledging and clawback policy in place .
- Director pay structure aligns a majority of compensation to stock (≥55% in shares) and enforces a $500,000 ownership guideline; long‑tenured independent directors above $1.447 million ownership as of 12/31/2024 .
- Attendance at least 75% of Board/committee meetings; independent director executive sessions each meeting .
- 2024 Say‑on‑Pay support of ~82%, suggesting general shareholder acceptance of pay program .
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Potential concerns / RED FLAGS to monitor:
- MasTec maintains a classified board (staggered terms), a structure some investors view as entrenching; Board cites long‑term stability and minority‑controlled company certification benefits .
- Legacy CIC tax gross‑up provisions remain in certain executive employment agreements (Board has committed to exclude gross‑ups in post‑2016 agreements); as Compensation Chair, monitoring phase‑out of legacy arrangements is an ongoing governance consideration .
- Related‑party transactions exist with entities affiliated with founders/executives (e.g., equipment leasing, aircraft leasing, subcontracting, and services for a sports franchise); Audit Committee oversees and applies written standards. None are attributed to Mr. Csiszar, but continued scrutiny is warranted given magnitude and recurrence .
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Overall: Mr. Csiszar brings strong financial governance and regulatory expertise, leads an independent comp committee aligned with multi‑year performance frameworks and shareholder practices (ownership guidelines, clawback, anti‑hedging), with no disclosed related‑party conflicts or pledging by him. Board‑level structural items (classified board) and legacy executive CIC gross‑ups sit outside his personal profile but merit investor monitoring .