Robert J. Dwyer
MASTECAbout Robert J. Dwyer
Robert J. Dwyer is an independent director of MasTec, Inc., serving on the Board since 2004. He is age 81, a retired private investor who spent 17 years in executive roles at Morgan Stanley and Dean Witter Reynolds prior to retiring in 1999. The Board recognizes him as an “audit committee financial expert.” He currently serves as Lead Independent Director, presiding over executive sessions of independent directors and facilitating communication between management and the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley; Dean Witter Reynolds | Various executive positions | 17 years (prior to 1999) | Corporate capital structures, capital markets, strategic planning, corporate finance and M&A experience noted by the Board |
| Private investor | Private investor (retired since 1999) | 1999–present | Brings executive leadership and board service experience; considered an audit committee financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bimini Capital Management, Inc. | Director | Not disclosed | Current public company directorship |
| BNY/Ivy Multi-Strategy Hedge Fund, LLC | Director | Not disclosed | Former directorship (investment fund) |
Board Governance
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Independence and leadership
- Determined independent under NYSE and SEC rules; serves as Lead Independent Director, presiding over executive sessions of independent directors. All directors attended the 2024 Annual Meeting; each director attended at least 75% of Board and committee meetings in 2024.
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Committee assignments and roles (2024)
- Executive Committee: Member; 2024 meetings: 0.
- Finance & Mergers and Acquisitions Committee: Chair; 2024 meetings: 1; charged with oversight of financing, M&A and disposition activities.
- Audit Committee: Member; 2024 meetings: 10; Audit Committee members (including Dwyer) are financially literate and qualify as independent; he is recognized as an audit committee financial expert.
- Compensation Committee: Member; 2024 meetings: 4; all members independent.
- Nominating, Sustainability and Corporate Governance Committee: Member; 2024 meetings: 4; oversees ESG, governance, independence, and board effectiveness.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Executive | Member | 0 |
| Finance & M&A | Chair | 1 |
| Audit | Member | 10 |
| Compensation | Member | 4 |
| Nominating, Sustainability & Corporate Governance | Member | 4 |
- 2025 director election outcome (shareholder support signal)
- Re-elected as a Class III Director at the May 22, 2025 Annual Meeting: For 51,902,742; Withheld 8,989,778; Broker Non-Votes 5,418,399.
Fixed Compensation
- Independent director pay structure (effective July 1, 2024)
- Annual Board retainer increased to $300,000 (from $290,000); Lead Independent Director retainer increased to $40,000 (from $30,000); Audit Committee Chair retainer increased to $30,000 (from $20,000). Minimum 55% of director compensation must be taken in common stock; directors may elect greater stock allocation and may defer under the Deferred Fee Plan. Stock ownership requirement: $500,000; independent directors have five years to comply. As of 12/31/2024, no independent director serving more than five years owned less than $1,447,577.
| Compensation Component | Prior to Jul 1, 2024 | Effective Jul 1, 2024 |
|---|---|---|
| Annual Board Retainer | $290,000 | $300,000 |
| Lead Independent Director Retainer | $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 Committee Chair | $5,000 | $5,000 |
| Stock Ownership Requirement | $500,000 | $500,000 |
- 2024 actual director compensation (Dwyer)
- Fees earned/paid in cash: $172,579; Stock awards: $162,421; Total: $335,000. As of 12/31/2024, no independent director had outstanding stock options or unvested stock awards.
| 2024 Director Compensation (Dwyer) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $172,579 |
| Stock Awards (fair value) | $162,421 |
| Total | $335,000 |
| Outstanding Options/Unvested Awards at 12/31/2024 | None |
- Deferred Fee Plan
- Directors may defer cash and stock fees; distributions commence January 15 following termination of service or, upon change of control, in a lump sum as soon as practicable.
Performance Compensation
- Non-employee director compensation at MasTec does not use performance-based metrics (no PSUs/options); equity is delivered as common stock subject to plan terms, with no outstanding options/unvested awards at year-end 2024.
- Pay risk controls: MasTec maintains an enhanced clawback policy for incentive compensation and anti-hedging/anti-pledging policies; Board granted pledging exceptions only for the Chairman, CEO and GC, not for Dwyer.
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Bimini Capital Management, Inc. | Director | Current public company directorship |
| BNY/Ivy Multi-Strategy Hedge Fund, LLC | Director | Former directorship (investment fund) |
| Compensation Committee Interlocks | None | In 2024, no interlocks involving MasTec officers/directors. |
Expertise & Qualifications
- Audit committee financial expert; financially literate.
- Extensive experience in corporate capital structures, capital markets, strategic planning, corporate finance and M&A; many years of public and private board service; executive leadership and management experience.
Equity Ownership
- Beneficial ownership as of March 14, 2025: 20,106 shares; Percentage of common stock outstanding: less than 1% (based on 79,061,884 shares outstanding).
- Ownership alignment
- Independent directors are required to hold at least $500,000 in company stock; independent directors serving more than five years (including Dwyer) each owned at least $1,447,577 as of December 31, 2024. Anti-hedging and anti-pledging policies apply; exceptions only for the Chairman, CEO, and GC (no exception disclosed for Dwyer).
| Ownership Detail | Value |
|---|---|
| Common Stock Beneficially Owned (shares) | 20,106 |
| % of Shares Outstanding | <1% (out of 79,061,884 shares) |
| Ownership Guideline | $500,000 minimum; 5-year compliance window |
| Status (Directors >5 years as of 12/31/2024) | At least $1,447,577 each (compliant) |
| Anti-Hedging / Anti-Pledging | Policy in place; exceptions not applicable to Dwyer |
Governance Assessment
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Signals supporting investor confidence
- Lead Independent Director role with broad committee engagement (Chair of Finance & M&A; member of Audit, Compensation, Nominating, Executive) enhances oversight; Audit Committee “financial expert” designation strengthens financial governance.
- High ownership alignment: mandatory stock component (≥55%) and robust director ownership guideline; all independent directors with >5 years above $1.447M as of 12/31/2024.
- Attendance and engagement: all directors attended at least 75% of Board and committee meetings; all attended the 2024 Annual Meeting.
- Shareholder support: re-elected in 2025 with 51,902,742 votes “For” (with 8,989,778 “Withheld”; 5,418,399 broker non-votes).
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Potential conflicts and red flags
- Related parties: Board determined no relationships interfering with independence; no related-party transactions disclosed involving Dwyer that affect independence.
- Interlocks: none in 2024.
- Hedging/pledging: policy in place; no exception disclosed for Dwyer.
- Classified board context: Dwyer serves as a Class III director under the company’s long-standing classified board structure.
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Shareholder feedback context
- Say‑on‑Pay: 2024 approval was 81.9%; 2025 vote results at the 2025 Annual Meeting were 50,348,261 For; 10,005,329 Against; 538,930 Abstentions; 5,418,399 broker non-votes.
No specific red flags were identified in filings regarding Dwyer’s independence, attendance, interlocks, pledging, or related-party transactions. Continued monitoring of his lead independent duties and Finance & M&A oversight remains prudent given MasTec’s active strategic and financing agenda.