Jorge Mas
MASTECAbout Jorge Mas
Jorge Mas, 62, is Chairman of the Board and Co‑Founder of MasTec, Inc., serving as a director since 1994 and Chairman since 1998; he is not independent under NYSE standards. He holds a BBA (1984) and MBA (1985) from the University of Miami and has been involved in all phases of the company’s development, with prior service as Chief Executive Officer; he also manages a private equity group and is Managing Owner of Inter Miami CF. The proxy notes his tenure, strategic role, and deep operational knowledge of MasTec’s businesses and markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasTec, Inc. | Co‑Founder; Director; Chairman of the Board; former CEO | Director since 1994; Chairman since 1998 | Longest‑serving board member; strategic guidance and historical perspective |
| Various corporate boards | Director | Not disclosed | Assisted in strategic growth and governance across over a dozen boards (not individually listed) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inter Miami CF (MLS franchise) | Managing Owner | Not disclosed | Ownership/leadership of professional sports franchise |
| Cuban American National Foundation (CANF) | Chairman of the Board | Not disclosed | Leadership of non‑profit advocacy organization |
| Private equity group (Jorge Mas) | Managing Partner | Not disclosed | Manages a portfolio of operating companies and investments |
Board Governance
- Independence: Not independent (family relationship with CEO; Chairman) .
- Committees: Chair, Executive Committee; no service on Audit, Compensation, Finance & M&A, or Nominating, Sustainability & Corporate Governance committees .
- Board/committee attendance: In 2024, the Board met four times, and each director attended at least 75% of Board and applicable committee meetings; Executive Committee met 0 times in 2024 .
- Board leadership: Roles of CEO and Chair are separated; lead independent director presides over executive sessions at each regular meeting .
- Classified board: 3‑class staggered structure maintained since IPO, with rationale provided (stability, long‑term strategy, minority‑controlled certification) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director/Chair retainer | $0 | Does not receive compensation for role as Chairman of the Board . |
| Perquisites/benefits | $69, + see detail | Imputed income and benefits related to split‑dollar life insurance ($10,373), medical ($12,600), executive long‑term disability ($7,656), auto lease ($26,843), miscellaneous income ($12,600), gift cards ($25) . |
MasTec states Mr. Mas has been an employee since 1979; however, no base salary was disclosed for 2024. His compensation for 2024 was determined by the independent directors through the Compensation Committee process; he receives no compensation for the Chairman title itself .
Performance Compensation
| Grant/Bonus | Grant/Pay Date | Amount/Shares | Valuation/Terms |
|---|---|---|---|
| Cash bonus (for 2024 services) | Mar 18, 2025 | $1,200,000 | Approved by Compensation Committee and independent directors |
| Restricted stock (for 2024 services) | Mar 18, 2025 | 37,028 shares | Grant‑date value approx. $4,500,000; vests 3 years after grant; valued at $121.53 per share closing price on grant date |
- Metrics/structure: For named executive officers, MasTec ties annual incentives primarily to adjusted EBITDA, three‑year revenue and EPS growth, and ROIC; for Mr. Mas, the proxy describes discretionary Committee‑determined awards reflecting strategic and advisory contributions (government relations, M&A, financing), without formulaic metrics disclosed for his awards .
- Clawback: Company’s enhanced clawback policy applies to incentive compensation of “executive officers” in event of a restatement; the document lists executive officers separately and does not list Mr. Mas as an executive officer .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Inter Miami CF | Private sports franchise | Managing Owner | MasTec provides construction services to the franchise; revenues $24.9M (2024) with $12.8M receivable at year‑end . |
| CANF | Non‑profit | Chairman | Advocacy role, not a commercial counterparty to MasTec disclosed . |
| Other public company boards | Public | None disclosed | No current public company directorships are disclosed for Mr. Mas . |
Expertise & Qualifications
- Strategy/operations: Decades of executive leadership, deep knowledge of MasTec’s operations, markets, and historical context .
- M&A/finance/government: Active in M&A and financing strategy; noted government relations experience beneficial to MasTec’s business .
- Education: BBA (1984) and MBA (1985), University of Miami .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 11,835,203 shares | 15.0% of outstanding shares as of Mar 14, 2025 . |
| Unvested RS included in beneficial tally | 130,289 shares | Included in beneficial ownership; holder has voting/dividend rights . |
| Ownership vehicles | Multiple | Includes individual holdings; JM Holdings entities; JM Irrevocable Family Trust; JR Trust; Mas Equity Partners III; Mas Family Foundation; detailed voting/dispositive power allocations per footnote . |
| Pledged shares (prepaid variable forward) | 1,176,933 shares | Amended variable forward contract; tranches settle Aug 17–Sep 4, 2026; settlement in cash or shares; floor/cap price mechanics disclosed . |
| Additional pledged shares (loan) | 417,700 shares | Pledged to secure loan (effective Oct 19, 2021) . |
| Anti‑pledging policy exception | Granted | Board policy prohibits pledging except with demonstrated capacity; exceptions granted for Chairman and CEO . |
RED FLAG: Significant pledging of MasTec shares via a variable forward and loan collateral; while allowed by policy exception, this introduces counterparty/forced‑sale risk and potential misalignment during volatility .
Related‑Party Exposure (Conflicts)
| Transaction | Counterparty | 2024 Amount | Notes |
|---|---|---|---|
| Equipment/services purchases | Cross Country Infrastructure Services, Inc. (CCI) | $11.7M paid | CCI chaired by Juan Carlos Mas (family member); MasTec also rented equipment to CCI ($0.5M revenue) . |
| Subcontracting arrangement | Entity with minority owners incl. entity controlled by Jorge & Jose R. Mas and two MasTec subsidiary managers | $5.8M expense | Related amounts payable immaterial at 12/31/24 . |
| Aircraft leasing | Entity owned by Jorge Mas | $6.3M paid | Payments under aircraft lease arrangement . |
| Construction services | Inter Miami CF (majority owned by Jorge & Jose R. Mas) | $24.9M revenue; $12.8M A/R | Stadium/facility and wireless infrastructure work; other payments $0.9M . |
| Split‑dollar life insurance | Policies for Jorge and Jose R. Mas | Company net paid ~$0.4M (2024) | Max face amounts: $200M (Jorge), $75M (Jose); MasTec retains recovery rights; executives have purchase rights on change in control . |
- Review/approval: Audit Committee reviews and must approve related‑party transactions per written standards; transactions must be fair and reasonable to MasTec .
Governance Assessment
- Positives:
- Long‑tenured strategic leader with deep company/industry knowledge; separation of Chair/CEO and strong independent committee structure; regular executive sessions and lead independent director .
- High insider ownership (15%) aligning economic interests with shareholders .
- Related‑party transactions are subject to Audit Committee review under formal standards .
- Concerns / RED FLAGS:
- Not independent; familial control dynamic (brother is CEO) raises oversight and compensation objectivity questions .
- Material pledging of shares via variable forward and loan; anti‑pledging policy exceptions granted to Chairman and CEO .
- Multiple related‑party transactions (aircraft leasing, subcontracting, Inter Miami CF construction) with meaningful dollar amounts and receivables, creating potential conflicts and counterparty risk .
- Discretionary compensation for Chairman (bonus and equity) without explicit performance formulae; though approved by independent directors, this reduces transparency of pay‑for‑performance linkage for this role .
Notes on Attendance and Engagement
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Shareholder feedback: 2024 Say‑on‑Pay approval ~82%, indicating general investor support for executive pay program (context for board oversight environment) .
Director Compensation Context (Board Program)
| Component | Pre‑Jul 1, 2024 | Effective Jul 1, 2024 |
|---|---|---|
| Annual Board retainer (independent directors) | $290,000 | $300,000 |
| Lead independent director retainer | $30,000 | $40,000 |
| Audit Chair retainer | $20,000 | $30,000 |
| Ownership guideline (independent directors) | $500,000 | $500,000 |
| Delivery mix | ≥55% in common stock | ≥55% in common stock |
| Mr. Mas did not receive director compensation for 2024 (dashes in director compensation table), as his 2024 compensation was addressed separately as an employee/Chairman contribution package . |
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