Jose R. Mas
MASTECAbout Jose R. Mas
Jose R. Mas, age 53, is Chief Executive Officer of MasTec (since April 2007) and a director (since August 2001) . Under his and the COO’s tenure, MasTec’s revenue grew from $940 million in 2006 to $12.3 billion in 2024, with 2024 performance including adjusted EBITDA up 19% to $1.0 billion, cash from operations of $1.1 billion, and a three-year TSR of 47.5% . 2024 business highlights also included record backlog of $14.3 billion and improved liquidity to $2.2 billion .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MasTec, Inc. | Head, Communications Service Operation | 1999–2001 | Led communications services ahead of elevation to corporate roles . |
| MasTec, Inc. | Vice Chairman & EVP – Business Development | Aug 2001–Mar 2007 | Positioned for growth; joined Board in 2001 . |
| MasTec, Inc. | President (dual role with CEO) | Apr 2007–Jan 2010 | Early CEO tenure integration and scaling . |
| MasTec, Inc. | Chief Executive Officer | Apr 2007–present | Grew revenue from $940M (2006) to $12.3B (2024); adj. EBITDA up 19% in 2024; CFO-led cash flow/DSO improvement . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Helmerich & Payne, Inc. | Director | N/A | Current public company board service . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 1,250,000 | As reported in SCT . |
| 2025 | 1,250,000 | 2025 base salaries approved effective Apr 1, 2025 . |
Performance Compensation
- Program design: Annual incentive is based primarily on adjusted EBITDA, three-year revenue growth, three-year EPS growth, and ROIC; paid in cash and time-vested restricted stock with three-year cliff vesting .
- 2024 incentive framework and payout:
| Metric / Item | Target/Threshold | Actual/Decision | Payout/Terms |
|---|---|---|---|
| Adjusted EBITDA threshold for any payout | $750 million | Achieved | Threshold set; represents ~87% of 2023 adj. EBITDA . |
| NEO incentive pool cap | 5% of actual adjusted EBITDA | $1,005.6 million adj. EBITDA (2024) | Pool capped at 5% of actual adj. EBITDA . |
| CEO cash award (for 2024 performance) | Committee sized vs metrics | Approved | $2,000,000 cash . |
| CEO equity award (for 2024 performance) | Three-year cliff vest RS | Granted 3/18/2025 | 61,713 RS; grant-date fair value $7,500,000; vests 3/18/2028 . |
| Performance metrics considered | Adj. EBITDA; revenue; income from operations; cash from ops; DSO reduction; liquidity; net debt reduction; 3-yr revenue/EPS; ROIC; safety | See CD&A | Used to size awards; no disclosed weightings . |
- Recent vesting and outstanding awards:
| Award | Grant date | Unvested shares at 12/31/24 | Vest date | Market value reference |
|---|---|---|---|---|
| RS (2022) | 3/24/2022 | 63,277 | 3/24/2025 | Market price $136.14 at 12/31/24 used for valuations . |
| RS (2023) | 3/10/2023 | 72,902 | 3/10/2026 | Market price $136.14 at 12/31/24 used for valuations . |
| RS (2024) | 3/05/2024 | 81,037 | 3/05/2027 | Market price $136.14 at 12/31/24 used for valuations . |
| RS (2024 vesting in year) | — | 57,926 vested in 2024 | — | Value realized on vesting: $5,002,489 . |
| RS (2024 performance) | 3/18/2025 | 61,713 | 3/18/2028 | Grant for 2024 performance; three-year cliff . |
Notes:
- No stock options are currently granted; no re-pricing and no options issued since 2006 .
Equity Ownership & Alignment
| Item | Value | Details |
|---|---|---|
| Beneficial ownership (shares) | 6,148,855 | Includes direct and indirect holdings; see footnote composition . |
| Ownership (% of outstanding) | 7.8% | Based on 79,061,884 shares outstanding as of 3/14/2025 . |
| Unvested RS included in beneficial ownership | 217,216 | Unvested RS carry voting/dividend rights . |
| Pledged shares (prepaid variable forward) | 364,850 | Amended Aug 16, 2024; reduced from 387,500; settlement in cash or shares; two tranches, 15 components each, expiries between Aug 17–Sept 4, 2026 . |
| Ownership guideline | 10x base salary | Applies to CEO . |
| Actual ownership multiple | 606x base salary | Pledged shares excluded from calculation . |
| Anti-hedging/anti-pledging policy | Prohibits hedging/pledging; exceptions granted | Board granted exceptions to CEO for certain financing arrangements . |
Additional source docs on insider activity and structure:
- Form 4 (grant of 81,037 RS on 03/05/2024) .
- Form 4 (amendment of forward contract; reduction to 364,850 pledged shares) .
- Schedule 13D/A detailing 2024 forward amendment and ownership structure .
Employment Terms
| Term | Jose R. Mas |
|---|---|
| Employment agreement | Effective April 18, 2007; amended March 31, 2014; continues until terminated . |
| Bonus opportunity | Eligible up to base salary; goals set by Compensation Committee . |
| Restrictive covenants | Confidentiality, non-compete, non-solicitation; compliance required for benefits . |
| Termination without cause / good reason | Salary plus average of last 3 years’ performance bonuses over 12 months; benefits; continued vesting and full-term exercisability of equity (if no breach) . |
| Death/Disability | Base salary plus pro-rata bonus; immediate vesting of unvested equity . |
| For cause | Base salary through termination; forfeiture of bonus eligibility . |
| Change in control (legacy terms) | Lump sum 1.5x base salary + average bonuses; immediate vesting of unvested equity; benefits continuation; potential excise tax gross-up per agreement . |
| Clawback | SEC/NYSE-compliant policy adopted Oct 2023; recovery of excess incentive comp upon restatement, regardless of fault . |
Change-in-control and termination value illustration (as of 12/31/2024):
- CEO total under “Change of Control”: $43,982,218; under “Termination by Company without Cause or Resignation with Good Reason”: $39,165,551 .
Board Governance
| Attribute | Details |
|---|---|
| Board role | Director since 2001; not independent . |
| Board leadership | Roles of Chairman and CEO are separated; Jorge Mas is Chairman; Lead Independent Director is Robert J. Dwyer . |
| Committee memberships | Jose R. Mas serves on no Board committees; committee rosters exclude him . |
| Board attendance | In 2024, all directors attended at least 75% of Board and relevant committee meetings . |
| Dual-role implications | CEO + Director; familial relationship with Chairman (brother) noted in biography . |
Director Compensation (as applicable to Jose R. Mas)
- Jose R. Mas is a management director; independent director retainers and fees do not apply to him .
Compensation & Incentive Detail (multi-year)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,250,000 | 7,500,000 | 2,000,000 | 47,857 | 10,797,857 |
| 2023 | 1,209,615 | 7,000,000 | 1,350,000 | 44,068 | 9,603,683 |
| 2022 | 1,093,269 | 7,000,000 | 1,500,000 | 47,648 | 9,640,917 |
Perquisites (2024): Auto $44,007; Exec LTD $3,088; split-dollar life insurance imputed $737; employee awards $25 .
Say-on-Pay & Shareholder Feedback
| Year | Result |
|---|---|
| 2024 advisory vote | 81.9% support for NEO pay program . |
| 2025 advisory vote (counts) | For: 50,348,261; Against: 10,005,329; Abstain: 538,930; Broker non-votes: 5,418,399 . |
| Program response | Following 2024 vote, Committee made no changes specific to the vote outcome; ongoing engagement noted . |
Compensation Peer Group (benchmarking context)
Jacobs Solutions; AECOM; Quanta Services; EMCOR Group; KBR; Tutor Perini; Primoris; Tetra Tech; Dycom; Leidos; Textron; Fluor; WSP Global; AtkinsRéalis; MasTec near peer median by revenue in 2024 .
Related Party Transactions and Arrangements
- Split dollar life insurance agreements with maximum face amounts of $75 million (Jose R. Mas) and $200 million (Jorge Mas); company owns policies and recovers premiums/cash value; certain rights to purchase upon change in control; 2024 net company cost approximately $0.4 million; life insurance assets ~$27.5 million at 12/31/2024 .
- Anti-hedging/pledging policy permits exceptions; CEO exception granted for financing arrangements; prepaid variable forward with shares pledged as collateral as described above .
- Related party transaction oversight via Audit Committee per formal standards .
Performance & Track Record
| Metric | 2024 Outcome |
|---|---|
| Revenue | $12.3 billion |
| Net Income | $199.4 million |
| Adjusted EBITDA | $1.0 billion; up 19% YoY |
| Cash from Operations | $1.1 billion; up 63% YoY |
| Backlog | $14.3 billion (record) |
| 3-year TSR | 47.5% (to 12/31/2024) |
Vesting Schedules and Potential Insider Selling Pressure
| Event | Date(s) | Shares/Terms | Potential pressure window |
|---|---|---|---|
| RS vest (2022 grant) | 3/24/2025 | 63,277 vests | Post-vesting windows in 2025 . |
| RS vest (2023 grant) | 3/10/2026 | 72,902 vests | Post-vesting windows in 2026 . |
| RS vest (2024 grant) | 3/05/2027 | 81,037 vests | Post-vesting windows in 2027 ; grant also reported on Form 4 . |
| RS vest (2024 performance grant) | 3/18/2028 | 61,713 vests | Post-vesting windows in 2028 . |
| Variable forward settlement windows | 8/17/2026–9/4/2026 | 364,850 pledged shares; floor/cap prices set; cash or share settlement at option; 30 total components across 2 tranches | Settlement could prompt share delivery or monetization in 2H26 . |
Compensation Committee Analysis and Governance
- Committee members: Ernst N. Csiszar (Chair), Robert J. Dwyer, Javier Palomarez; all independent .
- Independent consultant: Meridian Compensation Partners; no conflicts identified; used for benchmarking and peer group review .
- Best practices: Three-year cliff vesting of equity; bonus caps; ownership guidelines; enhanced clawback; no option re-pricing; no defined benefit pension .
Risk Indicators & Red Flags
- Pledging/Hedging: CEO has a Board-approved exception to anti-pledging/anti-hedging policy; active prepaid variable forward with 364,850 pledged shares and settlement through 2026 (hedging/alignment risk) .
- Legacy change-in-control terms: Single-trigger CoC benefits and potential excise tax gross-up for CEO (older agreement), while newer agreements commit to double-trigger/no gross-up (governance risk) .
- Family governance: CEO is brother of Chairman; CEO not independent; requires effective lead independent oversight (governance concentration) .
Investment Implications
- Alignment strong via substantial ownership (7.8% of shares; 606x salary), but the variable forward/pledge introduces potential overhang and settlement events in 2H26 that could create trading pressure or signal liquidity needs .
- Pay is heavily at-risk with three-year cliff RS delivering retention and long-horizon focus; awards are tied to adjusted EBITDA and multi-year growth/ROIC, aligning incentives with deleveraging, cash generation, and bid discipline .
- Legacy CoC protections (single-trigger and potential gross-up) are shareholder-unfriendly and may be a sticking point for governance-focused investors despite strong say-on-pay support (82% in 2024; 2025 advisory vote passed) .
- Execution track record (revenue to $12.3B, record backlog, cash conversion, DSO improvement) supports value creation continuity; watch upcoming vesting cadence and 2026 forward settlement windows for potential sale activity or disclosures .