Julia L. Johnson
MASTECAbout Julia L. Johnson
Independent director since 2002 (Class I); age 62. President of Net Communications, LLC (regulatory and public policy consulting) since 2001; former Florida Public Service Commission member (1992–1999) and chair (1997–1999); chaired Florida’s Information Service Technology Development Task Force (1999–2001). Current board service includes American Water Works Co., Inc.; prior public boards include FirstEnergy Corp. and NorthWestern Corporation. Determined independent under NYSE and MTZ guidelines. Committees: Chair of Nominating, Sustainability & Corporate Governance; member of Executive, Finance & M&A, and Audit.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Net Communications, LLC | President | 2001–present | Regulatory/public policy advisory across communications, energy, IT |
| Florida Public Service Commission | Commissioner; Chair | 1992–1999; Chair 1997–1999 | Led state utility regulation; chaired during 1997–1999 |
| Florida Information Service Technology Development Task Force | Chair | 1999–2001 | Advised Governor on state IT policy/legislation |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| American Water Works Co., Inc. | Director | Current | Not disclosed in MTZ proxy |
| FirstEnergy Corp. | Director | Former | Not disclosed in MTZ proxy |
| NorthWestern Corporation | Director | Former | Not disclosed in MTZ proxy |
Board Governance
- Independence: Board determined Ms. Johnson is independent under NYSE and MTZ standards.
- Board leadership and attendance: Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Executive sessions of independent directors held at every regularly scheduled Board meeting. Lead Independent Director: Robert J. Dwyer.
- Committee assignments and activity (2024):
- Nominating, Sustainability & Corporate Governance (Chair; 4 meetings)
- Audit (Member; 10 meetings)
- Finance & M&A (Member; 1 meeting)
- Executive (Member; 0 meetings)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating, Sustainability & Corporate Governance | Chair | 4 |
| Audit | Member | 10 |
| Finance & M&A | Member | 1 |
| Executive | Member | 0 |
- Say-on-Pay and shareholder context: 2024 Say-on-Pay approval 81.9% “for” (proxy); 2025 Say-on-Pay vote results: For 50,348,261; Against 10,005,329; Abstain 538,930; Broker non-votes 5,418,399 (8-K).
Fixed Compensation
- Structure: Independent director annual retainer with minimum 55% taken in MTZ common stock; directors may elect higher stock proportion; committee chair retainers as below. Mid-year increase effective July 1, 2024: Board retainer $290,000 → $300,000; Lead Independent Director $30,000 → $40,000; Audit Chair $20,000 → $30,000; other chair fees unchanged.
| Component | Prior to Jul 1, 2024 | Effective Jul 1, 2024 |
|---|---|---|
| Annual Board Retainer | $290,000 | $300,000 |
| Lead Independent Director | $30,000 | $40,000 |
| Audit Committee Chair | $20,000 | $30,000 |
| Compensation Committee Chair | $15,000 | $15,000 |
| Nominating/Sustainability & Corporate Governance Chair | $15,000 | $15,000 |
| Finance & M&A Chair | $5,000 | $5,000 |
| Stock election requirement | ≥55% in stock | ≥55% in stock |
- Actual compensation received:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 145,386 | 159,614 | 305,000 |
| 2024 | 147,579 | 162,421 | 310,000 |
Notes:
- “Stock Awards” represent fair value of shares taken in stock under the director program; as of Dec 31, 2024, there were no outstanding stock options or unvested stock awards for any independent director.
Performance Compensation
- Directors do not receive performance-based incentives; equity is service-based retainer stock (no options; no performance metrics). Minimum 55% of compensation payable in common stock aligns director interests with shareholders; three-year vesting does not apply to directors’ stock taken under the fee election.
| Performance Metric | Applicable to Director Pay? | Notes |
|---|---|---|
| Financial/ESG performance targets | No | Director pay is retainer-based; no PSU/option grants to directors disclosed. |
Other Directorships & Interlocks
- Current public board: American Water Works Co., Inc. (AWK).
- Prior public boards: FirstEnergy Corp. (FE); NorthWestern Corporation (NWE).
- Compensation committee interlocks: None in 2024 among MTZ’s then-serving executives or directors.
Expertise & Qualifications
- Regulatory and policy expertise across communications, energy, and IT; deep governance experience through multiple public company boards; ESG oversight as NSCG Chair; experience in utility regulation from Florida PSC leadership.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Julia L. Johnson | 13,156 | * (<1%) | Excludes 59,220 shares deferred under Director Deferred Fee Plan. |
Additional alignment and policy context:
- Director stock ownership guideline: minimum $500,000; directors have 5 years to comply. As of Dec 31, 2024, all independent directors serving >5 years held at least $1,447,577 in MTZ stock.
- Anti-hedging/anti-pledging policy covers directors; Board exceptions disclosed only for Chairman, CEO, and EVP/GC (not for Ms. Johnson).
Governance Assessment
Strengths
- Independent director with long service and deep regulatory/public policy expertise; chairs the NSCG committee overseeing ESG and board effectiveness.
- Multi-committee experience (Audit, Finance & M&A, Executive) supports broad oversight; regular executive sessions enhance independent oversight.
- Strong alignment: mandatory stock component (≥55% of fees); robust director ownership guidelines met/exceeded by longer-tenured independent directors.
- No disclosed related-party transactions, pledging, or compensation committee interlocks; no director options/unvested awards outstanding (limits risk of pay complexity).
Watch items
- Tenure since 2002 may raise refresh/independence perception; mitigated by independent status reaffirmed and active committee leadership.
- Workload: simultaneous service on four committees; ensure sustained attendance and effectiveness (Board reported ≥75% attendance for all directors in 2024).
Shareholder sentiment signals
- Say-on-Pay support remained solid (81.9% “for” in 2024); 2025 advisory vote counts also indicated majority support, suggesting no acute governance concerns reflected in shareholder voting.