MASTEC INC (MTZ)
Sector: Industrials
2026 Annual Meeting Analysis
MASTEC INC · Meeting: May 21, 2026
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
Against Analysis
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
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.
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
✓ FORCEO
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
✓ FORAuditor
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.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing