Paul DiMarco
MASTECAbout Paul DiMarco
Paul DiMarco is Executive Vice President and Chief Financial Officer of MasTec, Inc. (appointed effective April 1, 2023), age 46, with prior roles at MasTec including Treasurer (since 2011) and CFO of the Power Delivery segment (appointed February 2022 to support integration of 2021 acquisitions). He joined MasTec in 2007, and previously held positions at Burger King Restaurant Services and Coca-Cola Enterprises; he holds a B.S. in Industrial Engineering from the University of Florida and an MBA from Duke University . MasTec delivered record FY2024 revenue of $12.3B, adjusted EBITDA up 19% to ~$1.0B, record CFO of $1.1B, and a three-year cumulative TSR of 47.5% through 12/31/2024, providing strong pay-for-performance context for DiMarco’s tenure in senior finance leadership . In 3Q25, he guided for FY2025 revenue growth of ~14% and adjusted EBITDA growth of ~13%, underscoring continued operational momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MasTec, Inc. | EVP & CFO (Corporate) | Apr 2023–present | Principal financial officer; led disclosure controls and Sarbanes-Oxley certifications . |
| MasTec – Power Delivery Segment | Segment CFO | Feb 2022–Mar 2023 | Drove integration of 2021 acquisitions adding >$2B revenue to segment . |
| MasTec, Inc. | Treasurer | 2011–2023 | Corporate liquidity, capital markets, risk management; >10 years in role . |
| Burger King Restaurant Services | Various roles | Not disclosed | Operational/finance experience prior to MasTec . |
| Coca-Cola Enterprises | Various roles | Not disclosed | Operational/finance experience prior to MasTec . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Way of Miami-Dade Tocqueville Society | Corporate giving campaign leader | Not disclosed | Led MasTec’s annual corporate philanthropy campaign . |
| University of Miami – Center for Autism & Related Disabilities | Supporter/volunteer capacity | Not disclosed | Community engagement and advocacy . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (effective Apr 1) |
|---|---|---|---|
| Base Salary | $456,731 | $550,000 (annual rate) | $600,000 (annual rate) |
| All Other Compensation (Perqs) | $59,339 | $67,280 | Not disclosed |
Perquisites detail (2024):
- Car allowance/lease: $24,000; 401(k) match: $13,800; Golf membership: $26,853; Executive long-term disability: $2,602; Employee awards: $25; Total: $67,280 .
Employment Agreement:
- Effective March 30, 2023; base salary currently set at $600,000, annual performance bonus up to base salary; confidentiality, non-compete and non-solicit; continued vesting of unvested equity upon termination other than for cause (subject to compliance) .
Performance Compensation
| Metric/Program | Structure | Target/Threshold | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Incentive (2024) | Cash + Restricted Stock under 2013 ICP | Adjusted EBITDA threshold $750M; aggregate NEO payout capped at 5% of actual Adjusted EBITDA | Cash $900,000; RS 20,571 shares valued at $2,500,000 (close $121.53 on 3/18/25); Total $3,400,000 | RS grants vest 3 years from grant date (3/18/2025 → 3/18/2028) |
| Performance Measures Considered | Operating performance; revenue, income from operations, adjusted EBITDA, CFO, DSO reduction, liquidity, net debt reduction; safety; 3-year revenue/EPS/ROIC | Committee discretion, within cap | Payouts above | RS three-year cliff |
Grants of Plan-Based Awards (made in 2025 for 2024 performance):
- Grant date 3/18/2025; Paul DiMarco: 20,571 RS shares; grant-date fair value $2,500,000 at $121.53 close .
- Vesting: 3-year cliff from grant date under 2013 ICP .
Stock vested in 2024:
- 2,000 shares; value realized $254,780 .
Best-practice features:
- Three-year cliff vesting; capped annual bonuses; clawback compliant with SEC/NYSE; anti-hedging and anti-pledging policy (limited exceptions for Chairman/CEO/GC) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 49,872 shares; <1% of outstanding; includes unvested restricted stock (31,811) counted for beneficial ownership purposes . |
| Outstanding Unvested RS | 24,311 (granted 3/5/2024; vest 3/5/2027); 7,500 (granted 10/10/2022; vest 10/10/2025) . |
| Ownership Guidelines | Requirement: 2x base salary; Actual: 4x as of 12/31/2024; retention policy to hold 50% of net after-tax shares until guideline met . |
| Hedging/Pledging | Prohibited; Board has granted exceptions only for Chairman and CEO (and GC) for specific financings; no exception indicated for DiMarco . |
| Options | Company states no options issued since 2006; none disclosed for DiMarco . |
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance (Base + Avg Bonus) | Equity | Benefits/Perqs | Overall Total |
|---|---|---|---|---|
| Termination w/o Cause or Resignation w/ Good Reason | $2,349,650 ($550,000 base + $1,799,650 avg bonus) | $4,330,750 accelerated/continued RS value (at $136.14 per share) | $49,740 (health & welfare $25,740; car $24,000) | $6,730,140 |
| Change-in-Control + Termination w/o Cause or Resignation w/ Good Reason (double-trigger) | $3,524,475 ($825,000 base + $2,699,475 avg bonus) | $4,330,750 accelerated RS value | $49,740 | $7,904,965 |
| Death/Disability | Equity immediately vests; salary and bonus eligibility as per Committee discretion | $4,330,750 accelerated RS value | Noted above | $4,330,750 (equity); cash components per agreement |
Key contractual provisions:
- Double-trigger CIC; lump sum 1.5x base salary + average bonus; benefit continuation; excise tax cutback to avoid 280G excise tax .
- Continued vesting of unvested equity upon termination other than for cause, subject to compliance .
- Confidentiality, non-compete, and non-solicit covenants; clawback policy applies to incentive compensation (3-year lookback upon restatement; fault not required) .
- Change-in-control definition includes 51% ownership, asset dispositions, and substantial board turnover tests .
Multi-Year Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | $456,731 | $538,461 |
| Stock Awards (fair value) | $2,100,000 | $2,500,000 |
| Non-Equity Incentive (Cash Bonus) | $750,000 | $900,000 |
| All Other Compensation | $59,339 | $67,280 |
| Total | $3,366,070 | $4,005,741 |
Financial Performance (Pay-for-Performance Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $9,778,038,000 * | $11,995,934,000* | $12,303,464,000 * |
| EBITDA ($) | $713,568,000* | $755,173,000* | $942,969,000* |
Values retrieved from S&P Global.*
Additional performance disclosures: record FY2024 revenue, adjusted EBITDA up 19%, record cash from operations ($1.1B), and three-year TSR of 47.5% through 12/31/2024 .
Compensation Peer Group & Say-on-Pay
- Peer group includes Quanta Services, Jacobs, AECOM, EMCOR, KBR, Primoris, Tetra Tech, Dycom, Leidos, Textron, Fluor, WSP Global, AtkinsRéalis, Tutor Perini; MasTec near peer median revenue; Committee does not fix pay to specific percentile targets .
- Say-on-Pay support in 2024: 81.9% approval; program practices include three-year vesting, bonus caps, anti-hedging/pledging, enhanced clawback; no re-pricing of options, no single-trigger CIC or excise tax gross-ups in post-2016 agreements .
Investment Implications
- Alignment: DiMarco exceeds stock ownership guideline (4x vs 2x requirement) and is subject to retention of 50% of net after-tax vested shares, reducing churn of shares and aligning incentives with long-term value creation .
- Vesting/Selling Pressure: Upcoming RS vest dates (10/10/2025 for 7,500 shares; 3/5/2027 for 24,311 shares; 3/18/2028 for 20,571 shares granted for 2024 performance) create potential trading windows; policy discourages pledging and prohibits hedging, mitigating forced sales risk .
- Retention/Change-in-Control Economics: Double-trigger CIC protection with 1.5x base + average bonus and accelerated vesting provides stability; termination without cause yields continued vesting and 12-month cash severance, indicating moderate retention risk but meaningful continuity incentives .
- Pay-for-Performance: Annual incentive tied to adjusted EBITDA threshold and capped at 5% of actual adjusted EBITDA focuses management on margin/cash conversion; FY2024 results and FY2025 guidance signal continued operational tailwinds under DiMarco’s financial stewardship .
- Governance Signals: Robust clawback policy (restatement-driven, fault-agnostic) and strong say-on-pay support (81.9%) reduce governance risk; absence of options and three-year cliff RS vesting lowers risk of short-termism .