Javier Palomarez
MASTECAbout Javier Palomarez
Independent Class II Director at MasTec (MTZ), age 64, serving since 2015. President & CEO of the United States Hispanic Business Council since September 15, 2021; previously President & CEO of the United States Hispanic Chamber of Commerce (2000–Feb 2018). Prior executive roles at Allstate, Sprint, and Bank of America; active on multiple advisory councils (Comcast NBCUniversal Diversity Advisory Council, Goldman Sachs 10,000 Small Businesses Advisory Board, International Republican Institute, National 4‑H Council) and serves on the FCC Diversity Advisory Council; member of the Washington Economic Club. Served on Forward Air, Inc.’s board in 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Hispanic Chamber of Commerce | President & CEO | 2000–Feb 2018 | Led national advocacy for Hispanic-owned businesses |
| Allstate Insurance, Sprint, Bank of America | Various executive capacities | Not disclosed | Marketing/operations leadership experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| United States Hispanic Business Council | President & CEO | Since Sep 15, 2021 |
| FCC Diversity Advisory Council | Member | Not disclosed |
| Washington Economic Club | Member | Not disclosed |
| Comcast NBCUniversal Diversity Advisory Council | Member | Not disclosed |
| Goldman Sachs 10,000 Small Businesses Advisory Board | Member | Not disclosed |
| International Republican Institute | Member | Not disclosed |
| National 4‑H Council Board of Trustees | Member | Not disclosed |
| Forward Air, Inc. | Director | 2017 |
Board Governance
- Independence: Determined independent under NYSE/SEC rules; Board found no relationships affecting independence for independent directors, including Palomarez .
- Committee assignments: Compensation Committee member; Nominating, Sustainability & Corporate Governance Committee member .
- Committee activity: Compensation Committee met 4 times in 2024; Nominating/Sustainability & Corporate Governance Committee met 4 times in 2024 .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Robert J. Dwyer; executive sessions of independent directors at every regularly scheduled Board meeting .
Fixed Compensation
| Component | Amount / Policy | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $132,579 | Director fees elected in cash |
| 2024 Stock Awards | $162,421 | Fair value of stock taken as retainer |
| 2024 Total | $295,000 | Sum of cash + stock |
| Annual Board Retainer | $300,000 (effective Jul 1, 2024) | Minimum 55% taken in common stock; paid quarterly |
| Committee Chair Fees | Not applicable (member, not chair) | Audit Chair $30,000; Comp Chair $15,000; Nominating Chair $15,000 |
| Lead Independent Director Retainer | $40,000 (not applicable) | Effective Jul 1, 2024 |
| Deferred Fee Plan | Available | Directors may defer cash/stock fees; distributions begin after termination or upon change-of-control per plan terms |
- Stock ownership guideline for independent directors: Minimum $500,000; directors >5 years as of 2024 all exceeded $1,447,577 in Company stock value, indicating guideline compliance among seasoned directors .
Performance Compensation
| Metric | Target/Criteria | Applies to Director Pay |
|---|---|---|
| None disclosed | Director compensation structured as retainer (cash/stock); no performance metrics | Not applicable |
Other Directorships & Interlocks
- Prior public board: Forward Air, Inc. (2017) .
- Compensation committee interlocks: None in 2024 for any then-serving executive officers or directors .
Expertise & Qualifications
- Skills matrix highlights: Relevant industry knowledge, compensation, board governance, legal/regulatory/compliance, international experience, executive leadership .
- Board biography: Significant experience in marketing, media relations, governmental and minority business affairs; international knowledge (Mexico, South America) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Javier Palomarez | 10,870 | * | Less than 1%; beneficial ownership as of March 14, 2025 |
- Ownership guideline: Independent directors must own at least $500,000; directors serving >5 years exceeded $1,447,577 as of Dec 31, 2024 .
- Pledging/hedging: Company prohibits hedging/pledging; Board has granted exceptions only for Chairman and CEO (not applicable to Palomarez) .
Insider Trades
| Date | Type | Shares | Price | Post-Transaction Beneficial Ownership | Notes |
|---|---|---|---|---|---|
| 11/15/2024 | Stock award (grant) | 305 | $0.00 | 10,901 | Director retainer in stock |
| 11/15/2024 | Tax withholding on vest | (68) | $135.32 | 10,833 | Shares withheld for taxes |
| 05/13/2024 | Open-market sale | Not disclosed | $106.6729 (weighted avg) | Not disclosed | Seven transactions, weighted average price disclosed |
Note: The 05/13/2024 Form 4 disclosed weighted average sale price across multiple trades but did not disclose aggregate share count in the excerpt above. For complete details, see the linked filing.
Governance Assessment
- Independence and engagement: Clear independence determination; active committee membership on Compensation and Nominating/Sustainability supports governance oversight; attendance thresholds met .
- Alignment: Director pay requires at least 55% in stock; stringent ownership guidelines and evidence of compliance among seasoned directors strengthen alignment with shareholders .
- Compensation governance: Member of Compensation Committee (4 meetings in 2024), which uses independent consultant (Meridian), maintains clawback policy, anti-hedging/pledging rules, and avoids tax gross-ups in post-2016 agreements; reinforces best-practice oversight .
- ESG oversight: Member of Nominating, Sustainability & Corporate Governance Committee (4 meetings in 2024) with responsibility for ESG and governance frameworks .
- Signals and risks:
- Positive signals: Independent status; consistent attendance; stock-heavy compensation; compliance with ownership guidelines; no compensation committee interlocks .
- Potential red flags: None disclosed specific to Palomarez (no related-party transactions; no pledging exceptions; insider activity limited to routine grants/withholding and disclosed sales) .
- Structural context: MasTec maintains a classified board; while not a director-specific issue, investors may view staggered terms as reducing near-term accountability; Board cites stability and minority-controlled certification benefits .