MASTEC INC (MTZ)

Sector: Industrials

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2026 Annual Meeting Analysis

MASTEC INC · Meeting: May 21, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

2

Directors AGAINST

1

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Ernst N. Csiszar, Julia L. Johnson and Jorge Mas as Class I Directors

2 FOR/1 AGAINST

Against Analysis

✗ AGAINST
Jorge Masfamilial relationship to CEO

Jorge Mas is the brother of CEO Jose R. Mas, creating a direct familial relationship with the company's top executive; under the voting policy, a director with a familial relationship to senior management — especially the CEO — warrants a No vote, and this concern is not mitigated by his long tenure or operational contributions.

For Analysis

✓ FOR
Ernst N. Csiszar

Long-tenured independent director with relevant insurance/risk management and financial expertise; MasTec's 3-year stock return of +304% outperforms peer median by +233 percentage points, far exceeding the 65-point threshold needed to trigger a concern, and no overboarding, attendance, or independence issues are present.

✓ FOR
Julia L. Johnson

Independent director since 2002 with deep regulatory and energy-sector expertise directly relevant to MasTec's business; stock performance is strongly positive versus peers, no overboarding concerns, and attendance was reported as satisfactory for all directors in 2025.

Two of the three Class I nominees receive a FOR vote. Ernst Csiszar and Julia Johnson are independent, experienced, and serve a company with exceptional stock performance relative to peers. Jorge Mas is voted AGAINST solely due to his familial relationship with CEO Jose R. Mas, which raises a structural governance concern under the voting policy regardless of his contributions to the company.

Say on Pay

✓ FOR

CEO

Jose R. Mas

Total Comp

$11,544,386

Prior Support

82.7%%

CEO Jose R. Mas received total compensation of approximately $11.5 million for 2025, which is reasonable for a CEO leading a $28 billion market cap industrial services company that delivered record revenue of $14.3 billion, record net income, and a 3-year stock return of over 300% — dramatically outperforming its compensation peer group. Pay structure is well-designed: approximately 86% of total compensation is variable and at-risk, with the majority paid as restricted stock vesting over three years, directly tying executive wealth to long-term shareholder outcomes. The company's prior Say on Pay vote received 82.7% support, well above the 70% threshold that would require action, and the compensation committee uses an independent consultant, maintains a meaningful clawback policy, and applies performance metrics including adjusted EBITDA, multi-year revenue growth, EPS growth, and return on invested capital.

Auditor Ratification

✓ FOR

Auditor

PricewaterhouseCoopers LLP

Tenure

2 yrs

Audit Fees

$5,223,000

Non-Audit Fees

$308,961

PricewaterhouseCoopers was appointed in March 2024 and has served for approximately two years, well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $175,000 plus tax fees of $32,961 plus all other fees of $101,000 = $308,961) represent about 5.9% of audit fees ($5,223,000), comfortably below the 50% threshold. PwC is a Big 4 firm fully appropriate for a $28 billion market cap company, and no material restatements attributable to audit failure have occurred under their watch.

Overall Assessment

MasTec's 2026 annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory vote on executive compensation. Two of three director nominees receive a FOR vote, with Jorge Mas voted AGAINST due to his familial relationship with CEO Jose R. Mas; all other proposals receive a FOR vote, reflecting the company's strong financial performance, reasonable executive pay structure, and newly appointed auditor with a clean non-audit fee profile.

Filing date: April 9, 2026·Policy v1.2·high confidence

Compensation Peer Group

14 companies disclosed in 2026 proxy filing

ACMAECOM
ATRLAtkinsRéalis Group Inc.
DYDycom Industries, Inc.
EMEEMCOR Group, Inc.
FLRFluor Corporation
JJacobs Solutions Inc.
KBRKBR, Inc.
LDOSLeidos Holdings, Inc.
PRIMPrimoris Services Corporation
PWRQuanta Services, Inc.
TTEKTetra Tech, Inc.
TXTTextron Inc.
TPCTutor Perini Corporation
WSPWSP Global Inc.