def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission only (as permitted by
Rule 14a-6(e)
(2))
þ Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to
Rule 14a-12
MASTEC, INC.
(Name of Registrant as Specified
in Its Charter)
N/A
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
þ No
fee required
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Fee computed on table below per Exchange Act
Rules 14a-6(i)
(1) and 0-11.
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Aggregate number of securities to which transaction applies:
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Per unit price of other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(Set forth the amount on which the filing fee is calculated and
state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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o Fee
paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing:
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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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TABLE OF CONTENTS
MasTec, Inc.
800 S. Douglas Road, 12th Floor
Coral Gables, Florida 33134
(305) 599-1800
NOTICE OF 2010 ANNUAL MEETING OF SHAREHOLDERS
To our shareholders:
The 2010 Annual Meeting of Shareholders of MasTec, Inc. will be
held on Thursday, May 27, 2010 at 9:30 a.m. local
time, at the Douglas Entrance Building, South Tower, located at
806 S. Douglas Road, the 10th Floor, Royal Poinciana
Conference Room, Coral Gables, Florida 33134. At the Annual
Meeting, shareholders will be asked to vote on the following
proposals:
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The election of Robert J. Dwyer, Frank E. Jaumot and Jose S.
Sorzano as Class III directors to serve until the 2013
Annual Meeting of Shareholders;
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2.
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To ratify the appointment of BDO Seidman LLP as our independent
registered public accounting firm for the 2010 fiscal
year and
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3.
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Such other business as may properly be brought before the Annual
Meeting, and at any adjournments or postponements of the Annual
Meeting.
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The proposals are discussed more fully in the Proxy Statement
accompanying this notice. Shareholders of record at the close of
business on March 19, 2010 are entitled to notice of and to
vote at the Annual Meeting and at any adjournments or
postponements of the Annual Meeting.
Pursuant to the rules and regulations adopted by the Securities
and Exchange Commission, we are providing access to our proxy
materials over the Internet. Accordingly, we are sending a
Notice of Internet Availability of Proxy Materials on or about
April 9, 2010 to MasTecs shareholders of record on
March 19, 2010. The Notice of Internet Availability of
Proxy Materials contains instructions for your use of this
process, including how to access our Proxy Statement and Annual
Report and how to vote online. In addition, the Notice of
Internet Availability of Proxy Materials contains instructions
on how you may (i) receive a paper copy of the Proxy
Statement and Annual Report or (ii) elect to receive your
Proxy Statement and Annual Report over the Internet.
We encourage you to attend the Annual Meeting. Whether or not
you plan to attend in person, it is important that your shares
be represented and voted at the Annual Meeting. You may vote
your shares over the Internet. If you received a paper copy of
the proxy card by mail, please mark, sign, date and promptly
return the card in the self-addressed stamped envelope provided.
Instructions regarding the methods of voting are contained in
the Proxy card. Voting over the Internet, by telephone or by
mailing a proxy card will not limit your right to attend the
Annual Meeting and vote your shares in person.
By Order of the Board of Directors,
Jose R. Mas, Chief Executive Officer
Coral Gables, Florida
April 9, 2010
PROXY
STATEMENT
2010
ANNUAL MEETING OF SHAREHOLDERS OF MASTEC, INC.
QUESTIONS
AND ANSWERS ABOUT OUR ANNUAL MEETING
Why did I
receive this proxy?
The Board of Directors of MasTec, Inc. is furnishing this Proxy
Statement to solicit proxies on its behalf to be voted at the
2010 Annual Meeting of Shareholders of MasTec to be held at the
Douglas Entrance Building, South Tower, located at
806 S. Douglas Road, 10th Floor, Royal Poinciana
Conference Room, Coral Gables, Florida 33134, on May 27,
2010, at 9:30 a.m. local time. This Proxy Statement
summarizes the information you need to know to vote by proxy or
in person at the Annual Meeting. You do not need to attend the
Annual Meeting in person in order to vote.
When was
this proxy statement first sent or given to security
holders?
We will begin mailing the notice of availability of these proxy
materials on or about April 9, 2010 to shareholders of
record at the close of business on March 19, 2010.
Who is
entitled to vote?
Only holders of record of shares of our common stock at the
close of business on March 19, 2010, the record date, are
entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement of the meeting. On the record date,
75,979,170 shares of common stock were outstanding and
eligible to be voted at the Annual Meeting and there were 3,574
record shareholders.
What is
the quorum for the meeting?
The presence, in person or by proxy, of a majority of the shares
of common stock entitled to vote is necessary to constitute a
quorum at the Annual Meeting. No business may be conducted at
the Annual Meeting if a quorum is not present. If less than a
majority of outstanding shares entitled to vote are represented
at the Annual Meeting, a majority of the shares so represented
may adjourn the Annual Meeting to another date, time or place.
Notice need not be given of the new date, time or place if
announced at the meeting before an adjournment is taken.
How many
votes do I have?
The securities that can be voted at the Annual Meeting are our
common stock, with each share entitling its owner to one vote on
all matters brought before the Annual Meeting.
How do
shareholders of record vote?
If your shares of our common stock are registered directly in
your name, you are considered a shareholder of record and you
will receive your Notice of Internet Availability of Proxy
Materials directly from us.
For shareholders of record, voting instructions submitted via
mail, telephone or the Internet must be received by Bowne,
independent tabulator, by 11:59 p.m. Eastern Time on
May 26, 2010. Submitting your vote via mail, telephone or
the Internet will not affect your right to vote in person should
you decide to attend the Annual Meeting.
The Internet and telephone voting procedures available to you
are designed to authenticate shareholders identities, to
allow shareholders to give their voting instructions and to
confirm that shareholders instructions have been recorded
properly. Shareholders voting via the Internet or telephone
should understand that there may be costs associated with voting
in this manner, such as usage charges from Internet access
providers and telephone companies that must be borne by the
shareholder.
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To vote in person, if you are a registered shareholder, attend
the Annual Meeting, bring proof of identity, and deliver your
completed Proxy card or ballot in person.
How do I
vote my shares in person if they are held by my
broker?
If you hold your shares of common stock through a broker, bank,
or other financial institution, you are considered the
beneficial owner of shares held in street name and you will
receive instructions on how to vote from your broker, bank or
other institution. If you hold shares of our common stock in
street name and wish to vote in person at the meeting, you must
present a recent proxy validating your ownership of the shares
of common stock you intend to vote from your bank, broker or
other nominee that holds as of the record date your shares of
common stock. You will also need proof of identity for entrance
to the meeting.
How do I
vote my shares that are held in my 401(K) Retirement
Plan?
All persons who have shares of our common stock allocated to
their accounts as participants or beneficiaries under the
MasTec, Inc. 401(k) Retirement Plan (the 401(k)
Plan) may instruct Prudential Bank & Trust,
which acts as the Trustee for the 401(k) Plan, to vote the
shares of common stock held for their account as participants or
beneficiaries of the 401(k) Plan. You can instruct the voting of
your stock by requesting a voting instruction card to sign,
date, and return or by submitting your vote by telephone or
through the Internet. Please see the Notice of Internet
Availability of Proxy Materials we sent to you or this proxy
statement for specific instructions on how to provide voting
instructions by any of these methods. Please note that your
voting instructions for stock you hold in the 401(k) Plan must
be returned by 11:59 p.m. Eastern Time on May 26,
2010. In the event no voting instruction card is received from a
participant or beneficiary or a voting instruction card is
received without instructions, or in the event shares are not
yet allocated to any participants account, those shares
will not be voted for any of the proposals. The Trustee does not
know of any other business to be brought before the Annual
Meeting but it is intended that, if any other matters properly
come before the Annual Meeting, the Trustee as proxy will vote
upon such matters according to its judgment.
Any 401(k) Plan participant or beneficiary who executes and
delivers a proxy card may revoke it at any time prior to its use
by executing and delivering a duly executed voting instruction
card bearing a later date or by giving written notice to the
Trustee. The Trustee will vote the shares held for the accounts
of the participants or their beneficiaries in the 401(k) Plan in
accordance with the instructions noted thereon, and only the
Trustee of the 401(k) Plan can vote the shares allocated to the
accounts of participants, even if such participants or their
beneficiaries attend the Annual Meeting in person.
What am I
voting on?
At the Annual Meeting, our shareholders will be asked to vote on
the following proposals:
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The election of Robert J. Dwyer, Frank E. Jaumot and Jose S.
Sorzano as Class III Directors to serve until the 2013
Annual Meeting of Shareholders;
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To ratify the appointment of BDO Seidman LLP as our independent
registered public accounting firm for the 2010 fiscal
year and
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Such other business as may properly be brought before the Annual
Meeting, and at any adjournments or postponements of the Annual
Meeting.
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What vote
is required for the Proposals?
If a quorum is present, directors will be elected pursuant to
the affirmative vote of a plurality of the shares of common
stock voting in person or represented by proxy at the Annual
Meeting, which means that the three nominees who receive the
most affirmative votes will be elected to the Board of
Directors. In voting to elect nominees to the Board of
Directors, shareholders may vote in favor of all the nominees or
any individual nominee or withhold their votes as to all the
nominees or any individual nominee. If a quorum is present,
ratification of the appointment of our independent registered
public accounting firm requires a majority of the shares present
and voting at the meeting to approve such action.
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As of March 19, 2010, our Directors and executive officers
beneficially owned or controlled approximately 23 million
shares of our common stock (of which 1.6 million shares are
beneficially owned through options exercisable within
60 days), constituting approximately 29.6% of the
outstanding common stock. We believe that these holders will
vote their shares of common stock in favor of the nominees for
directors and the ratification of the appointment of our
independent registered public accounting firm.
How are
abstentions and broker non-votes treated?
Pursuant to Florida law, abstentions are counted as present for
purposes of determining the presence of a quorum. For purposes
of the election of directors, abstentions and broker non-votes
will not be counted as votes cast and will have no effect on the
result of the vote. A broker non-vote occurs when a broker who
holds shares in street name for a customer does not have
authority to vote on certain non-routine matters under the rules
of the New York Stock Exchange because its customer has not
provided any voting instructions on the matter. Under the rules
of the New York Stock Exchange, brokerage firms have the
authority to vote their customers shares on certain
routine matters for which they do not receive voting
instructions, including Proposal No. 2 (the
ratification of the appointment of our independent registered
public accounting firm). However commencing in 2010, under the
rules of the New York Stock Exchange, brokerage firms no longer
have the authority to vote their customers shares with respect
to Proposal No. 1 (the election of the director
nominees named in this proxy statement) unless they do receive
specific voting instructions from their customers.
Therefore, we urge you to give voting instructions to your
broker. Shares that are not permitted to be voted by
your broker are called broker non-votes. Broker
non-votes are not considered votes for or against a proposal and
therefore will have no direct impact on a proposal.
Additionally, if other matters are properly brought before the
meeting and they are considered routine under the applicable New
York Stock Exchange rules, shares held by brokerage firms may be
voted on such routine matters.
Will
there be any other items of business on the agenda?
The Board of Directors does not know of any other matters that
may be brought before the Annual Meeting nor does it foresee or
have reason to believe that proxy holders will have to vote for
substitute or alternate nominees for election to the Board of
Directors. In the event that any other matter should come before
the Annual Meeting or any nominee is not available for election,
the persons named in the proxy that is submitted via the
Internet, phone or mail will have discretionary authority to
vote all proxies unless otherwise specified to the contrary with
respect to such matters in accordance with recommendation of the
Board of Directors.
What
happens if I submit or return my proxy card without
voting?
When the proxy is properly submitted via the Internet or phone
or executed and returned, the shares it represents will be voted
at the Annual Meeting in accordance with your directions. If the
proxy is submitted or returned with no direction, the proxy
will be voted FOR:
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the election of the director nominees listed in
Proposal No. 1 Election of
Directors,
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the ratification of the appointment of our independent
registered public accounting firm and
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In the discretion of MasTecs Board of Directors,
FOR or AGAINST, any other business that
may properly be presented at the Annual Meeting or any
adjournments or postponements thereof.
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Can I
change my vote after I have voted?
A proxy given pursuant to this solicitation may be revoked at
any time prior to its exercise by:
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Written notice delivered to our Corporate Secretary at MasTec,
Inc., 800 S. Douglas Road, 12th Floor, Coral
Gables, Florida 33134,
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Executing and delivering to our Corporate Secretary a proxy with
a later date,
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Attending the Annual Meeting and voting in person, or
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Submitting a telephonic or electronic vote with a later date.
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With respect to telephonic or electronic votes, the last vote
transmitted will be the vote counted. Attendance at the Annual
Meeting will not, in itself, constitute revocation of a proxy.
Will
anyone contact me regarding this vote?
No arrangements or contracts have been made with any solicitors
as of the date of this Proxy Statement, although we reserve the
right to engage solicitors if we deem them necessary. Such
solicitations may be made by mail, telephone, facsimile,
e-mail or
personal interviews. In addition, we reserve the right to
solicit proxies through our directors, officers and employees in
person and by telephone or facsimile.
Brokerage firms, nominees, custodians and fiduciaries also may
be requested to forward proxy materials to the beneficial owners
of shares held as of the record date by them.
Who has
paid for this proxy solicitation?
All expenses incurred in connection with the solicitation of
proxies, including the printing and mailing of this Proxy
Statement should you request a printed copy of the proxy
materials, will be borne by MasTec.
How do I
obtain a list of MasTecs shareholders?
A list of MasTecs shareholders as of March 19, 2010,
the record date for the Annual Meeting, will be available for
inspection at our corporate headquarters located at
800 S. Douglas Road, 12th Floor, Coral Gables,
Florida, 33134 during normal business hours during the
10-day
period prior to the Annual Meeting.
How do I
submit a proposal for the 2011 Annual Meeting?
Under our bylaws, no business may be brought before an annual
meeting unless it is specified in the notice of the meeting or
is otherwise brought before an annual meeting by or at the
direction of our Board of Directors or, in the case of business
other than director nominations, by a shareholder entitled to
vote who has delivered written notice as specified by our
bylaws. Under our bylaws, MasTec must receive any eligible
proposal from an eligible shareholder intended to be presented
at the 2011 Annual Meeting of Shareholders on or before
December 10, 2010 for the proposal to be properly brought
before the meeting. This same deadline also applies for any
shareholder proposal to be eligible for inclusion in our Proxy
Statement and Proxy related to that meeting. Any notice
regarding any shareholder proposal must include the information
specified in Article I, Section 9 of our bylaws. If a
shareholder fails to comply with Article I, Section 9
of our bylaws or notifies MasTec after December 10, 2010 of
an intent to present any proposal at MasTecs 2011 Annual
Meeting of Shareholders, irrespective of whether the shareholder
is seeking to include the proposal in the Companys Proxy
Statement and Proxy, the proposal will not be considered
properly brought before the meeting. A copy of our bylaw
requirements will be provided upon written request to: MasTec
Legal Department, 800 S. Douglas Road,
12th Floor, Coral Gables, Florida, 33134.
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PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The Board of Directors has nominated Robert J. Dwyer, Frank E.
Jaumot and Jose S. Sorzano to stand for election as
Class III directors at the Annual Meeting, to hold office
until the 2013 Annual Meeting and until their respective
successors are elected and qualified. All of the director
nominees are incumbent directors.
The Board of Directors currently is composed of eight directors
elected in three classes, with three Class I, two
Class II, and three Class III directors. Directors in
each class hold office for three-year terms. The terms of the
classes are staggered so that the term of only one class
terminates each year. The terms of the current Class III
directors expire at the Annual Meeting. If elected, the nominees
for Class III directors will serve until the 2013 Annual
Meeting of Shareholders. The terms of the Class I directors
expire at the 2011 Annual Meeting of Shareholders and the terms
of the Class II directors expire at the 2012 Annual Meeting
of Shareholders.
Additional background information regarding the nominees for
election is provided below. MasTec has no reason to believe that
any of these nominees will refuse or be unable to serve as a
director if elected; however, if any of the nominees is unable
to serve, each proxy that does not direct otherwise will be
voted for a substitute nominee designated by the Board of
Directors.
The Board of Directors recommends that you vote
FOR each of the nominees named above. Unless
otherwise indicated, all proxies will be voted FOR
the election of each of the nominees for election as a
Class III director named above.
Information
as to Nominees and Other Directors
Nominees
for Class III Directors
Robert J. Dwyer, 66, joined our Board of Directors in
October 2004. Mr. Dwyer retired in 1999. Prior to 1999,
Mr. Dwyer spent 17 years with Morgan Stanley and Dean
Witter Reynolds in various executive positions. Mr. Dwyer
is a private investor. He currently serves as a director of
Bny/Ivy Multi-Strategy Hedge Fund, LLC., Bimini Capital
Management, Inc. and Mellon Optima L/S Strategy Fund, LLC.
Mr. Dwyer has numerous charitable and civic interests.
Mr. Dwyer has 33 years experience in financial
markets; including capital markets and mergers and acquisitions.
Frank E. Jaumot, 53, joined our Board of Directors in
September 2004. Mr. Jaumot has been the Director of
Accounting and Auditing for the certified public accounting firm
of Ahearn, Jasco and Company, P.A. since 1991. From 1979 to
1991, Mr. Jaumot was associated with Deloitte &
Touche LLP. Mr. Jaumot is a certified public accountant in
Florida and Ohio and is a member of the American Institute of
Certified Public Accountants and the Florida Institute of
Certified Public Accountants. He also is a member of the Board
of Directors for Junior Achievement of South Florida (a not for
profit charity), Bimini Capital Management, Inc. and PPOA
Holding, Inc. Mr. Jaumot has extensive experience in
accounting, auditing and SEC reporting.
Jose S. Sorzano, 69, has been a member of our Board of
Directors since October 1995. Mr. Sorzano has been Chairman
of The Austin Group, Inc., an international corporate consulting
firm, since 1989, a director of Securiport LLC, a privately held
biometric company, and a director of the Free Cuba Committee.
Mr. Sorzano was also Special Assistant to President Reagan
for National Security Affairs from 1987 to 1988; Associate
Professor of Government, Georgetown University, from 1969 to
1987; and Ambassador and U.S. Deputy to the United Nations
from 1981 to 1985. Mr. Sorzano has significant experience
in governmental and international affairs.
Class I
Directors
Ernst N. Csiszar, 59, joined our Board of Directors in
October 2005. Mr. Csiszar is currently a private investor
and serves as Director of Insurance for Bridge Strategy Group,
LLC. Mr. Csiszar also serves as a director of PHTS, Inc., a
privately-held company. From September 2004 until his retirement
in September 2006, Mr. Csiszar was the President and Chief
Executive Officer of the Property Casualty Insurers Association
of America, the property and casualty insurance industrys
principal trade association. Mr. Csiszar was the Director
of Insurance for the State of South Carolina from February 1999
to August 2004 and also served as president of the National
Association of Insurance Commissioners. Mr. Csiszar also
served as the president and chief executive officer of Seibels
Bruce
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Group, Inc. of Columbia, S.C. from 1995 to 1998. Previously, he
was a visiting professor at the School of Business at the
University of South Carolina and served as managing
co-director
of the European investment banking firm, Holborn Holdings
Corporation, in Geneva, Switzerland. Mr. Csiszar has
critical experience in insurance and risk management.
Julia L. Johnson, 47, has been a member of our Board of
Directors since February 2002. From January 2001 to the present,
Ms. Johnson has been President of NetCommunications,
L.L.C., and a strategy consulting firm specializing in the
communications, energy, and information technology public policy
arenas. Prior to founding NetCommunications, Ms. Johnson
was Vice President of Marketing for MILCOM Technologies, Inc., a
military technology commercialization company, from March 2000
to August 2001. From November 2001 to the present,
Ms. Johnson has also served as founder and Chairman of the
Emerging Issues Policy Forum, a public policy organization
established to promote open public policy discussions on key
market, industrial and regulatory issues. Ms. Johnson
served on the Florida Public Service Commission from January
1992 until November 1999, serving as chairwoman from January
1997 to January 1999. Ms. Johnson also chaired
Floridas Information Service Technology Development Task
Force, which advised then Florida Governor Jeb Bush on
information technology policy and related legislative issues,
from November 1999 to July 2001. Ms. Johnson also serves on
the boards of Allegheny Energy, Inc., Northwestern Corporation
and American Water Works Company, Inc. Ms. Johnsons
legal background and experience in public utility regulatory
arenas provide her with key skills in implementing corporate
strategies and evaluating our primary markets.
Jorge Mas, 47, has been Chairman of our Board of
Directors since January 1998 and a director since March 1994.
From March 1994 to October 1999, Mr. Mas was our Chief
Executive Officer. Mr. Mas has been Chairman of the Board
of the Cuban American National Foundation, Inc., a
not-for-profit
corporation, since July 1999. Mr. Mas is the brother of
Jose R. Mas.
Class II
Directors
José R. Mas, 38, has been our Chief Executive
Officer since April 2007. From April 2007 to January 2010
Mr. Mas was also our President. Mr. Mas served as
MasTecs Vice Chairman of the Board and Executive Vice
President Business Development from August 2001
until March 2007. Mr. Mas started with MasTec in 1992, and
from 1999 until 2001 he was head of MasTecs Communications
Service Operation. Mr. Mas is the brother of Jorge Mas, our
Chairman of the Board.
John Van Heuvelen, 63, has been a member of our Board of
Directors since June 2002. Mr. Van Heuvelen spent
13 years with Morgan Stanley and Dean Witter Reynolds in
various executive positions in the mutual fund, unit investment
trust and municipal bond divisions before serving as president
of Morgan Stanley Dean Witter Trust Company from 1993 until
1999. Since 1999, Mr. Van Heuvelen has been a private
investor based in Denver, Colorado. His investment activities
have included private telecom and technology firms, where he
still remains active. In addition, Mr. Van Heuvelen was
owner of a construction company for six years. He served on the
board of directors of LifeVantage, Inc. from August 2005 through
August 2007. Mr. Van Heuvelen currently serves on the board
of Hallador Energy Company. Mr. Van Heuvelen has important
leadership skills and impressive experience in our key markets.
Certain
Legal Proceedings
In connection with the bankruptcy in 2000 of Sistemas e
Instalaciones de Telecomunicación S.A.
(Sintel), a former MasTec subsidiary which was sold
in 1998, Mr. Jorge Mas was named as a defendant along with
other defendants in the matter disclosed in our 2009
10-K solely
as a result of his membership on the Sintel and MasTec boards.
Mr. Mas was not directly involved in any of the
transactions, which the Spanish prosecutors allege led to
Sintels bankruptcy. Mr. Mas believes the claims are
frivolous and is vigorously defending against them.
OTHER
INFORMATION REGARDING THE BOARD OF DIRECTORS
The Board of Directors, in the exercise of its reasonable
business judgment, has determined that a majority of our
directors qualify as independent directors pursuant to the New
York Stock Exchange and SEC rules and regulations. In making the
determination of independence, the Board considered that no
independent director has a material
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relationship with MasTec, either directly or as a partner or
shareholder of an organization that has a relationship with
MasTec or any other relationships that, in the Boards
judgment, would interfere with the directors independence.
Our independent directors are Ernst N. Csiszar, Robert J. Dwyer,
Frank E. Jaumot, Julia L. Johnson, Jose S. Sorzano, and John Van
Heuvelen. John Van Heuvelen has been selected as the lead
independent director to preside over all executive sessions of
the independent directors. Jorge Mas presides over all executive
sessions of the nonmanagement directors. Both the independent
directors and nonmanagement directors meet separately in
regularly scheduled executive sessions without management.
The Board of Directors is actively involved in the oversight of
risks that could affect MasTec. The committees of the Board are
primarily responsible for the oversight of risk as follows: the
Audit Committee has oversight over accounting and control risks,
the Compensation Committee has oversight to ensure our
compensation and incentive plans do not encourage undue risk and
the Nominating and Corporate Governance Committee oversees the
independence of the Board of Directors, corporate ethics and
governance risk. However, the full Board has retained
responsibility for general oversight of risks. The Board
satisfies this responsibility by receiving reports from the
committee chairs as well as regular reports directly from
officers of MasTec responsible for particular risks.
The Board of Directors conducts its business through meetings of
the full Board and through committees of the Board, including
the Executive Committee, the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee.
The Board and its committees also act by written consent. During
2009, the Board of Directors met on seven occasions. During
2009, each of the current directors attended at least 75% of the
aggregate of the Board meetings and the meetings of each
committee on which such director served.
In 2009, John Van Heuvelen was appointed lead director of the
Board. In this role he is a member of every committee and
involved in all committee activities. The lead director is also
responsible for facilitating communication between management
and the Board.
The Executive Committee is composed of Jorge Mas, who serves as
Chairman, Julia L. Johnson and John Van Heuvelen. The principal
function of the Executive Committee is to act for the Board of
Directors when action is required between full Board meetings.
The Executive Committee did not meet during 2009.
The Audit Committee is composed of Frank Jaumot, who is
currently serving as its Chairman, John Van Heuvelen and Ernst
N. Csiszar. The Board of Directors, in the exercise of its
reasonable business judgment, has determined that (i) John
Van Heuvelen and Frank E. Jaumot qualify as audit
committee financial expert(s), (ii) each member of
the Audit Committee is financially literate, and (iii) each
member of the Audit Committee is independent, under applicable
New York Stock Exchange and SEC rules and regulations. The Audit
Committee assists the Board of Directors in overseeing
MasTecs financial reporting and legal and regulatory
compliance program. The Audit Committee also is required to
approve all audit and non-audit services provided by our
independent registered public accounting firm, including the
scope of such services and fees paid to our independent
registered public accounting firm. The Board of Directors has
adopted a charter that sets forth the responsibilities of the
Audit Committee. During 2009, the Audit Committee met on ten
occasions. Please refer to the section entitled Audit
Committee and Audit Related Information for further
information regarding the Audit Committee.
The Compensation Committee is composed of Jose S. Sorzano, who
currently serves as Chairman, Frank E. Jaumot, Robert J. Dwyer,
Julia Johnson and John Van Heuvelen, all of whom the Board of
Directors, in the exercise of its reasonable business judgment,
has determined to be independent, under applicable New York
Stock Exchange and SEC rules and regulations. The Compensation
Committee is charged with discharging the Board of
Directors responsibilities relating to compensation and
evaluation of MasTecs executive officers, including
establishing compensation policies and philosophies for MasTec
and its executive officers and reviewing and approving corporate
goals and objectives relevant to MasTecs Chief Executive
Officers compensation, as well as overseeing MasTecs
incentive compensation plans and equity-based plans that are
subject to Board approval. The Compensation Committee has the
power to create subcommittees with such powers as the
Compensation Committee may from time to time confer to such
subcommittees. For a description of the role performed by
executive officers in determining or recommending the amount or
form of executive and director compensation, see
Compensation Discussion and Analysis. The Board of
Directors has adopted a charter that sets forth the
responsibilities of the Compensation Committee. During 2009, the
Compensation Committee met on six occasions.
7
The Nominating and Corporate Governance Committee is composed of
Julia L. Johnson, who serves as Chairman, Ernst N. Csiszar,
Robert Dwyer, John Van Heuvelen and Jose S. Sorzano, all of whom
the Board of Directors, in the exercise of its reasonable
business judgment, has determined to be independent, under
applicable New York Stock Exchange and SEC rules and
regulations. The Nominating and Corporate Governance Committee
is responsible for developing qualifications for members of the
Board of Directors, recommending to the Board of Directors
candidates for election to the Board of Directors and evaluating
the effectiveness and performance of the Board of Directors. The
Nominating and Corporate Governance Committee also develops
implements and monitors MasTecs corporate governance
principles and its code of business conduct and ethics; monitors
and safeguards the Boards independence; and annually
undertakes performance evaluations of the Board committees and
the full Board of Directors. The Board of Directors has adopted
a charter that sets forth the responsibilities of the Nominating
and Corporate Governance Committee. During 2009, the Nominating
and Corporate Governance Committee met on four occasions.
The Nominating and Corporate Governance Committee has no
specific minimum qualifications for director candidates. In
general, however, persons considered for membership on the Board
must have demonstrated leadership capabilities, be of sound mind
and high moral character and be willing and able to commit the
necessary time for Board and committee service. In evaluating
potential candidates for service on the Board of Directors, the
Nominating and Corporate Governance Committee will consider,
consistent with its charter, the candidates ability to
satisfy the New York Stock Exchanges and SECs
independence requirements and the candidates ability to
contribute to the effective oversight and management of MasTec.
The Board of Directors has determined that the Board as a whole
must have the right diversity, mix of characteristics and skills
for the optimal functioning of the Board in its oversight of
MasTec taking into account the needs of MasTec, the
individuals experience, perspective, skills and knowledge
of the industry in which MasTec operates, and such other factors
as the Nominating and Corporate Governance Committee may, in its
discretion, deem important to successful service as a director.
The Nominating and Corporate Governance Committee will consider
candidates recommended by the shareholders pursuant to written
applications submitted to the Nominating and Corporate
Governance Committee,
c/o Corporate
Secretary, MasTec, Inc., 800 S. Douglas Road,
12th Floor, Coral Gables, Florida 33134. The information
required to be included in any such recommendation is set forth
in our by-laws, and the general qualifications and specific
qualities and skills established by the committee for directors
are included in the Charter of the Nominating and Corporate
Governance Committee and our Corporate Governance Guidelines. No
recommended nominees were received by the Nominating and
Corporate Governance Committee from any shareholder or group of
shareholders who beneficially own five percent or more of our
common stock for the previous years Annual Meeting.
The full text of our current Audit Committee, Compensation
Committee, and Nominating and Corporate Governance Committee
charters, as well as, our Corporate Governance Guidelines are
available on MasTecs website located at www.mastec.com and
are available in print to any shareholder who requests it at
MasTec, Inc., Legal Department, 800 S. Douglas Road,
12th Floor, Coral Gables, Florida 33134. Our Internet
website and the information contained therein, other than
material expressly referred to in this proxy statement, or
connected thereto, are not incorporated into this proxy
statement.
Compensation
Committee Interlocks and Insider Participation
In 2009, none of our executive officers or directors was a
member of the board of directors of any other company where the
relationship would be considered a committee interlock under SEC
rules.
Other
Corporate Governance Matters
Interested parties who want to communicate with the presiding
director or with the independent or nonmanagement directors as a
group, with the Board as a whole, any Board committee or any
individual Board members, should address their communications to
the Board, the Board members or the Board committee, as the case
may be, and send them to
c/o Corporate
Secretary, MasTec, Inc., 800 S. Douglas Road,
12th Floor, Coral Gables, Florida 33134 or call the
Corporate Secretary at
(305) 406-1849.
The Corporate Secretary will forward all such communications
directly to such Board members. Any such communications may be
made on an anonymous and confidential basis.
8
MasTec does not have a policy requiring our directors to attend
the Annual Meeting. All of our directors attended our 2009
Annual Meeting of Shareholders.
MasTec has adopted a code of business conduct and ethics, called
the Code of Business Conduct and Ethics that applies to all of
our directors, officers and employees which include additional
criteria that are applicable to our Chief Executive Officer and
senior financial officers. The full text of the Code of Business
Conduct and Ethics is available on MasTecs website at
www.mastec.com and is available in print to any
shareholder who requests it. We intend to provide amendments or
waivers to our Code of Business Conduct and Ethics for any of
our directors and senior officers on our website within four
business days of such amendment or waiver. The reference to our
website address does not constitute incorporation by reference
of the information contained on the website and should not be
considered part of this Proxy Statement.
Executive
Officers
Our current executive officers are as follows:
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Name
|
|
Age
|
|
Position
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Jose R. Mas
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38
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Chief Executive Officer and Director
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Ray E. Harris
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53
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President
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Robert Apple
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60
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Chief Operating Officer
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C. Robert Campbell
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65
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Executive Vice President and Chief Financial Officer
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Alberto de Cardenas
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41
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Executive Vice President, General Counsel and Secretary
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Biographical information for Mr. Jose R. Mas can be found
in the section entitled Class II Directors
beginning on page 8.
Ray Harris became our President on January 25,
2010. Mr. Harris brings to MasTec over 30 years
of experience in the utility and energy industries. Most
recently he served as President and CEO of Mesa Power, founded
by T. Boone Pickens, to develop and finance wind and other
renewable energy power projects. In his capacity with Mesa, he
primarily concentrated on power project development, acquisition
and finance, including the creation of the American Wind
Alliance, Mesas joint development effort with General
Electric. Previously, Mr. Harris has served as Vice
President, Renewable Energy for Texas Utilities, Vice President
of Marketing for The Shaw Group and held various positions
during a
20-year
tenure with Southern Company. Mr. Harris is a 1979
engineering graduate of Auburn University.
Robert Apple has been our Chief Operating Officer since
December 2006. Previously, Mr. Apple served as group
president for MasTecs energy service operations since
2005. From 2001 to 2004, Mr. Apple was a senior vice
president at
DIRECTV®,
where he was responsible for the installation and service
network, warranty program, supply chain management and national
dispatch support. From 1997 to 2001, Mr. Apple, while on
assignment from Hughes
Electronics/DIRECTV®
Latin America to Telefonica S.A., served as Chief Operating
Officer and Board member of Via Digital, a direct broadcast
satellite company and Telefonica affiliate. From 1985 to 1996,
Mr. Apple served in various capacities within the Hughes
Electronics organization, including as Chief Executive Officer
of Hughes Electronics-Spain, Vice President of Hughes Europe and
as a program manager for a Hughes Electronics training and
support systems group.
C. Robert Campbell has been our Executive Vice
President and Chief Financial Officer since October 2004.
Mr. Campbell has over 30 years of senior financial
management experience. From 2002 to 2004, he was Executive Vice
President and CFO for TIMCO Aviation Services, Inc. From 1998 to
2000, Mr. Campbell was the President and CEO of BAX Global,
Inc. and from 1995 to 1998 Executive Vice President-Finance and
CFO for Advantica Restaurant Group, Inc. From 1974 until 1995,
Mr. Campbell held various senior management positions with
Ryder Systems, Inc., including 10 years as Executive Vice
President and CFO of its Vehicle Leasing and Services Division.
Mr. Campbell, who is a Certified Public Accountant, has a
Bachelor of Science degree in Industrial Relations from the
University of North Carolina, an MBA from Columbia University
and a Master of Science in Accounting from Florida International
University.
9
Alberto de Cardenas has been our Executive Vice
President, General Counsel and Secretary responsible for all of
MasTecs corporate and operational legal matters and
corporate secretary matters since November 2005. From March 2003
to November 2005, Mr. de Cardenas was Senior Vice President and
General Counsel and from January through March 2003, Vice
President and Corporate General Counsel of Perry Ellis
International, Inc. From September 1996 through December 2002,
Mr. de Cardenas was a corporate and securities attorney at Broad
and Cassel. From September 1990 to July 1993, Mr. de Cardenas
was an accountant at Deloitte & Touche LLP.
COMPENSATION
DISCLOSURE AND ANALYSIS
What
is Our General Philosophy Regarding Executive Pay?
We compensate our executive management team members primarily
through a mix of salary, bonuses and equity compensation. Our
compensation plans are designed to attract and retain talented,
qualified executives to lead our organization, and align
executive management incentives with the long-term interests of
our shareholders. When we set compensation amounts and select
compensation components for our executive management we strive
to reward the achievement of both short-term and long-term
results that will promote earnings growth and stock
appreciation. Overall, our compensation philosophy is intended
to provide fair base pay levels with meaningful upside for
strong performance. This compensation philosophy extends to all
levels of MasTec management.
How Do
We Determine Our Compensation Levels?
The Compensation Committee of our Board of Directors is
responsible for assessing recommendations of pay and approving
pay levels for executive management. We target our compensation
levels with the following goals in mind: (a) fair base pay
and benefits; (b) short-term and long-term incentives that
reward performance and share value appreciation, and
(c) appropriate levels of security and benefits that are
needed to attract and retain talented and qualified executives.
Our Chief Executive Officer (CEO) and the
Compensation Committee periodically review individual pay levels
of members of executive management. We do not, however, compare
ourselves against any particular peer group. Compensation levels
are determined based upon our philosophy, recruiting needs,
growth expectations and performance.
Our CEO makes recommendations to our Compensation Committee of
pay levels for executive management members other than himself.
The Compensation Committee reviews those recommendations and
then determines the compensation levels for all members of
executive management. The Compensation Committees
decisions are then either approved or modified by the Board of
Directors.
What
Components of Compensation Do We Use?
The three primary components of compensation for our
organization are salary, bonuses, and equity incentives
(restricted stock and stock options). Each is described in more
detail below.
Salary
Salaries initially are negotiated and set forth in employment
agreements between each of our executives and us. Thereafter,
our Compensation Committee reviews the salaries of our executive
management annually. Salaries are established by
(a) reviewing the performance of the executive,
(b) adjusting (upwards or downward) to reflect individual
qualifications, job uniqueness and performance, and
(c) engaging in discussions between the CEO and the
Compensation Committee in order to make revisions as needed. All
of the current salaries of our executive management team are the
salaries negotiated in their respective employment agreements,
except for Jose Mas. The Compensation Committee approved an
increase for Mr. Mas effective April 2, 2010.
Mr. Mas new annual base salary is $650,000. The
Compensation Committee increased Mr. Mas salary upon
completion of his annual review. As part of the review the
Compensation Committee reviewed the compensation for the
CEOs of several competitors including; Dycom, MYR group,
Pike, Quanta, Tetra Tech and Wilbros Group. The Compensation
Committee awarded the increase based upon the competitive review
as well as Mr. Mas strong performance as CEO
10
as reflected by the operating performance of the company and the
successful acquisitions of strategic companies during his tenure.
Bonuses
All members of our executive management team are eligible to
receive cash bonuses based upon performance. Each
executives employment agreement provides that he is
entitled to receive an annual bonus of up to 100% of his base
salary based upon performance, except Mr. de Cardenas who is
eligible for annual bonuses of up to 50% of his base salary.
Bonuses are determined by the Compensation Committee as of the
close of each fiscal year and are paid shortly thereafter.
The Compensation Committee determined that 2009 bonuses would
not be based upon any predetermined specific quantitative or
qualitative performance targets, but instead would be determined
by the Compensation Committee, in its discretion, at the close
of the fiscal year based upon the overall performance of MasTec
and the executive. The Compensation Committee awarded cash
bonuses for 2009 on the basis of MasTecs continued
improvement despite a difficult economic environment, a stronger
balance sheet and the successful integration of key strategic
acquisitions. Messrs. Mas, Apple, Campbell and de Cardenas
received $400,000; $300,000; $275,000 and $175,000 respectively.
See the 2009 Summary Compensation Table for details. The
Compensation Committee has determined that the 2010 bonuses also
will not be based upon any predetermined quantitative or
qualitative performance targets, but instead will be determined
by the Compensation Committee, in its discretion, at the end of
2010 based upon the overall financial performance of MasTec.
Additionally, we occasionally pay cash bonuses in connection
with the execution of employment agreements for new employees as
necessary to attract qualified professionals. No members of the
executive management team received any cash bonus in connection
with the execution of an employment agreement.
Equity
Compensation
We believe that equity ownership by executive management is
important in order to align our long-term rewards program with
the interests of our shareholders. Additionally, long-term
awards are needed to attract and retain talented and
success-driven employees.
All executive management equity awards are granted at regularly
scheduled meetings, other than those granted upon execution of
employment agreements, and the exercise prices of all options
are set at the closing price of our common stock on the New York
Stock Exchange on the date of the grant. We do not have a
program, plan, or practice of timing equity award grants in
order to benefit our executive officers or in coordination with
the release of material non-public information.
It has been our practice to make an equity award to each
executive officer upon the execution of his or her employment
agreement. Option grants to new executives generally vest over a
period of years (from two to five years) and no options vest
before the one-year anniversary of the option grant, with most
vesting at the end of the two to five year period. Similarly,
restrictions on restricted stock awards generally lapse in two
to five years and no restrictions lapse prior to the end of the
one year anniversary of the stock grant. Mr. Mas received
100,000 restricted shares upon the execution of his employment
agreement on April 18, 2007. The shares all vest at the end
of five years. Mr. de Cardenas received 5,000 restricted shares
upon the execution of his employment agreement on
February 27, 2008. Mr. Campbell received
25,000 shares upon the execution of his employment
agreement on August 15, 2009. Mr. Apple received
37,500 shares upon the execution of his employment
agreement on January 1, 2010. All of
Messrs. Apples, Campbells and de Cardenas
shares granted upon execution of their employment agreements
described above vest at the end of three years.
In addition, our Compensation Committee will periodically
recommend, and our Board of Directors will approve the award of
additional grants for our named executive officers. These grants
are discretionary and intended to align our executive
officers interests with those of our shareholders. The
awards are also granted as a retention tool and generally vest
at the end of a three year period. Other than the equity awards
granted upon execution of employment agreements described above,
no equity awards were granted in 2009. On January 22, 2010,
Mr. de Cardenas received 7,500 shares which will vest at
the end of three years. As of March 19, 2010 , no other
equity awards have
11
been granted in 2010. Equity awards are made pursuant to our
2003 Employee Stock Incentive Plan, which first was approved by
both our Board of Directors and our shareholders in 2003 (the
SIP). The SIP was amended and restated, and approved
by our Board of Directors, in 2006.
The Compensation Committee administers our SIP. The
administrator has the authority to determine the terms and
conditions of the awards made under the SIP.
Retirement
Benefits
401(k)
Plan
We maintain a 401(k) plan for all employees who have completed
at least six months of service. Our executives may participate
in the plan but, in general, their contributions may be limited
under the current rules affecting highly compensated employees.
We make discretionary matching contributions into the plan. The
amount of the matching contribution is determined on an annual
basis. For 2009, our matching contribution was 100% of the first
1% of compensation that each eligible participant elected to
contribute to the plan that year. Company matching contributions
vest at a rate of
1/3
per year of service. An employees elective contributions
are 100% vested when contributed. The 401(k) Plan is intended to
qualify under Sections 401(a) and 501(a) of the Internal
Revenue Code of 1986, as amended. As such, contributions to the
401(k) Plan and earnings on those contributions are not taxable
to the employees until distributed from the 401(k) Plan, and all
contributions are deductible by us when made. The amounts of our
matching contributions for 2009, 2008 and 2007 under the 401(k)
Plan are included in the All Other Compensation
column of the Summary Compensation Table on page 17.
On March 31, 2008, our Board of Directors adopted the
MasTec Non-Qualified Deferred Compensation Plan effective
June 1, 2008. Certain management and highly compensated
employees, including executive officers, are eligible to
participate in the plan. The plan is intended to provide this
group of employees with an opportunity on a voluntary basis to
defer compensation without regard to the legal limits imposed on
our qualified 401(k) plan. Under the plan, participants are
allowed to defer up to 50% of their base salary and 100% of
their bonus in any given year. Our Board of Directors or the
Compensation Committee may, in its sole discretion, but is not
required to, credit a contribution to any participants account
under the Plan. Such contributions may be smaller or larger than
the amount credited to any other participant in any given year.
Participants may obtain distributions from the plan only on
termination of employment at which time the distribution will be
fully taxable to the employee.
Split
Dollar Benefit and Deferred Bonus Agreements
Effective as of August 3, 2004, MasTec and Jose Mas entered
into a split dollar agreement wherein MasTec agreed to pay
premiums on a life insurance policy with an aggregate face
amount of $11 million. Under the terms of the agreement,
MasTec was the sole owner and beneficiary of the policy and was
entitled to recover the greater of (i) all premiums it pays
on the policy plus interest equal to four percent, compounded
annually, or (ii) the aggregate cash value of the life
insurance policy immediately prior to the death of the insured.
The remainders of the policys proceeds were to be paid in
accordance with Jose Mas designations. MasTec was to make
the premium payments until the agreement was terminated, which
would occur upon any of the following events:
(i) bankruptcy, or dissolution of MasTec, or (ii) a
change of control of MasTec.
On April 3, 2007, MasTec and Jose Mas entered into a
deferred bonus agreement in which MasTec agreed to pay
Mr. Mas a bonus in the event the split dollar agreement
Mr. Mas had entered into with MasTec was terminated due to
a change of control. The amount of the bonus was equal to the
total premium payments made by MasTec under the terms of the
split dollar agreements, plus interest of four percent,
compounded annually. The bonus was to be paid within
60 days after termination of the split dollar agreement.
On October 28, 2009, the split dollar and deferred bonus
agreements between Jose Mas and the Company were amended and
restated in their entirety. The amended and restated split
dollar agreement provides that one or more life insurance
policies may be subject to the agreement. At this time, however,
the only policy subject to the agreement is the one acquired
pursuant to the original agreement. MasTec remains the sole
owner and beneficiary of any policy subject to the agreement,
and upon the death of the insured, MasTec is entitled to receive
a portion of the death benefit equal to the greater of
(i) all premiums paid by MasTec on such policy or
(ii) the then cash value of
12
such policy immediately before the death of the insured,
excluding surrender charges. Upon termination of the agreement,
Jose Mas has an option to purchase each policy subject to the
agreement for a purchase price equal to the greater of those two
amounts. The amount of the deferred bonus under the amended and
restated deferred bonus agreement that is payable upon
termination of the split dollar agreement is equal to the sum of
the following amounts determined with respect to each policy
subject to the split dollar agreement: the greater of
(i) all premiums paid by MasTec under the terms of such
policy or (ii) the then cash value of such policy
immediately prior to the change in control, excluding surrender
charges. All other material provisions of the split dollar and
deferred bonus agreements remain unchanged. See Related
Person Transactions for additional information concerning
the split dollar and deferred bonus agreements, including the
amount of premiums paid in 2009.
Benefits
and Perks
In keeping with our philosophy that senior executive
compensation should be variable with corporate performance, the
Compensation Committee prefers to compensate our named executive
officers in cash and equity rather than benefits and
perquisites. However, we do provide a limited number of standard
benefits and perquisites to our named executive officers in
order for us to be successful in attracting and retaining
executives in a competitive marketplace. The total amount of
benefits and perquisites provided to the named executive
officers during 2009 was only a small percentage of each
executive officers total compensation. These amounts are
included in the second to last column of the Summary
Compensation Table at page 17 under All Other
Compensation and related footnotes.
Employment
Agreements
We generally negotiate employment agreements with our named
executive officers. The purpose of these arrangements is to
secure qualified executives for leadership positions in our
organization as well as to protect our intellectual property by
virtue of restrictive covenants contained in the agreements. As
of March 19, 2010, we had employment agreements with all of
our named executive officers for their current positions.
Termination
of Employment and Change in Control Agreements
Our employment agreements provide for the payment of certain
compensation and benefits in the event of the termination of an
executives employment. The amount payable varies depending
upon the reason for such termination. The Compensation Committee
has reviewed the essential terms of these termination
provisions, and believes they are reasonable and appropriate.
Tax and
Accounting Implications
Deductibility
of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as
amended, precludes public companies from taking a federal income
tax deduction for compensation in excess of $1,000,000 paid to
any of our named executive officers unless certain specific and
detailed criteria are met. One of these requirements is that the
compensation be performance based under a plan
approved by our shareholders.
It is expected that stock options granted under our SIP will
qualify for the performance based exceptions from
the Section 162(m) limitation. Although bonuses payable to
our executives for 2009, and restricted stock awards, will not
qualify as performance based compensation, we do not believe
that this will result in any material amount of compensation
being non-deductible by us. No portion of the Mastecs
deduction for compensation expense for 2009 was limited by
reason of Section 162(m).
Accounting
for Share-Based Compensation
Before granting stock-based compensation awards, the
Compensation Committee considers the accounting impact of the
award as structured and under various other scenarios in order
to analyze the expected impact of the award.
13
Stock
Ownership Guidelines and Requirements
MasTec does not currently maintain any stock ownership
guidelines or requirements for our named executive officers but
our Compensation Committee does periodically monitor such
ownership.
2009
Summary Compensation Table
The following table summarizes the compensation information for
the years ended December 31, 2009, 2008 and 2007 for our
chief executive officer, chief financial officer and each of our
other most highly compensated executive officers as of the end
of the last fiscal year. We refer to these persons as our named
executive officers elsewhere in this proxy statement.
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Name & Principal
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All Other
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Position
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Year
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Salary
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Bonus(2)
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Stock Awards(3)
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Compensation(4)
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Total
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Jose R. Mas,
President & CEO(1)
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2009
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$
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500,000
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$
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400,000
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|
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$
|
0
|
|
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$
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173,637
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|
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$
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1,073,637
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2008
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$
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500,000
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$
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450,000
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|
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$
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205,250
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$
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173,265
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$
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1,328,515
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2007
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$
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419,942
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$
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100,000
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$
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1,192,000
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$
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170,500
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$
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1,882,442
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Robert Apple, COO
|
|
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2009
|
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$
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400,000
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$
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300,000
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|
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$
|
0
|
|
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$
|
20,412
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|
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$
|
720,412
|
|
|
|
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2008
|
|
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$
|
400,000
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|
|
$
|
360,000
|
|
|
$
|
164,200
|
|
|
$
|
18,413
|
|
|
$
|
942,613
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|
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2007
|
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$
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400,000
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|
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$
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100,000
|
|
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$
|
0
|
|
|
$
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11,374
|
|
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$
|
511,374
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C. Robert Campbell,
EVP & CFO
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2009
|
|
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$
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390,193
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|
|
$
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275,000
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|
|
$
|
230,500
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|
|
$
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37,589
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|
|
$
|
933,282
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|
|
|
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2008
|
|
|
$
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385,000
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|
|
$
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345,000
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|
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$
|
123,150
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|
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$
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55,123
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|
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$
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908,273
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2007
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$
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385,000
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$
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100,000
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$
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0
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$
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101,104
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$
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586,104
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|
Alberto de Cardenas,
EVP, General Counsel & Secretary
|
|
|
2009
|
|
|
$
|
315,000
|
|
|
$
|
175,000
|
|
|
$
|
0
|
|
|
$
|
9,439
|
|
|
$
|
499,439
|
|
|
|
|
2008
|
|
|
$
|
314,711
|
|
|
$
|
141,750
|
|
|
$
|
39,900
|
|
|
$
|
7,604
|
|
|
$
|
503,965
|
|
|
|
|
2007
|
|
|
$
|
302,233
|
|
|
$
|
50,000
|
|
|
$
|
0
|
|
|
$
|
7,714
|
|
|
$
|
359,947
|
|
|
|
|
(1) |
|
Mr. Jose R. Mas became our Chief Executive Officer in April
2007. From April 2007 to January 2010 he was also our President. |
|
(2) |
|
Amounts included in this column represent discretionary cash
bonuses awarded for 2007, 2008 and 2009. |
|
(3) |
|
Amounts shown in this column represent the fair value of the
awards as of date of issuance computed in accordance with FASB
ASC Topic 718. Restricted stock awards were valued at the
closing market price of our common stock on the date of grant. |
|
(4) |
|
All Other Compensation Includes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matching
|
|
|
Paid for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions to
|
|
|
Split
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Car Lease
|
|
|
Matching
|
|
|
Deferred
|
|
|
Dollar Life
|
|
|
|
|
|
|
|
|
|
|
Name & Principal
|
|
|
|
|
or Car
|
|
|
Contributions to
|
|
|
Compensation
|
|
|
Insurance
|
|
|
Golf
|
|
|
|
|
|
|
|
Position
|
|
Year
|
|
|
Allowance
|
|
|
401k
|
|
|
Plan
|
|
|
Policy
|
|
|
Membership
|
|
|
Other
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jose R. Mas,
President & CEO(1)
|
|
|
2009
|
|
|
$
|
18,961
|
|
|
|
|
|
|
|
|
|
|
$
|
150,000
|
|
|
|
|
|
|
$
|
4,676
|
(2)
|
|
$
|
173,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Apple, COO
|
|
|
2009
|
|
|
$
|
16,412
|
|
|
|
|
|
|
$
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Robert Campbell,
EVP & CFO
|
|
|
2009
|
|
|
$
|
18,439
|
|
|
$
|
1,925
|
|
|
$
|
3,850
|
|
|
|
|
|
|
$
|
9,600
|
|
|
$
|
3,775
|
(3)
|
|
$
|
37,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alberto de Cardenas,
EVP, General Counsel & Secretary
|
|
|
2009
|
|
|
$
|
7,278
|
|
|
$
|
2,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,439
|
|
|
|
|
(1) |
|
Mr. Jose R. Mas became our Chief Executive Officer in April
2007. From April 2007 to January 2010 he was also our President. |
|
(2) |
|
The amounts shown in this column for Mr. Mas include
imputed income with respect to a life insurance policy owned by
MasTec on the life of Jose R. Mas. Pursuant to
Mr. Mas split dollar agreement, MasTec is entitled to
recover out of the death benefit proceeds, the greater of all
premiums it pays on the policies or the cash surrender value of
the life insurance policy upon the death of the insured. The
balance of the death benefit |
14
|
|
|
|
|
would be paid to the beneficiaries designated by Mr. Mas.
See Split Dollar Benefit and Deferred Bonus
Agreements for a description of the split dollar
agreements that MasTec has entered into with Mr. Mas. |
|
(3) |
|
The amounts shown in this column for Mr. Campbell include
tax preparation for 2009. |
Grants of
Plan-Based Awards in 2009
The following table provides additional information about the
plan based awards granted to the named executive officers in the
year ended December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Grant Date
|
|
|
|
|
|
|
Number of
|
|
|
Fair Value
|
|
|
|
|
|
|
Shares of
|
|
|
of Stock &
|
|
|
|
Grant
|
|
|
Stock or
|
|
|
Option
|
|
Name
|
|
Date
|
|
|
Units
|
|
|
Awards
|
|
|
Jose R. Mas, President & CEO(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Apple, COO
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Robert Campbell, EVP & CFO
|
|
|
8/17/2009
|
|
|
|
25,000
|
(2)
|
|
$
|
230,500
|
(3)
|
Alberto de Cardenas, EVP, General Counsel & Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Jose R. Mas became our Chief Executive Officer in April
2007. From April 2007 to January 2010 he was also our President. |
|
(2) |
|
Represents shares of restricted stock granted under the SIP,
which vest three years after the grant date. |
|
(3) |
|
The grant date value of the restricted stock award is based on
the closing market price of $9.22 for our common stock on
August 17, 2009. |
Outstanding
Equity Awards as of December 31, 2009
The following table sets forth our outstanding equity awards as
of December 31, 2009 for our named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Value of
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Shares or
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Shares or Units
|
|
|
Units of
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
of Stock That
|
|
|
Stock That
|
|
|
|
Date of
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Have Not
|
|
Name
|
|
Grant
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price
|
|
|
Date
|
|
|
Vested
|
|
|
Vested
|
|
|
Jose R. Mas,
President & CEO(8)
|
|
|
8/14/2003
|
|
|
|
150,000
|
(1)
|
|
|
|
|
|
$
|
7.74
|
|
|
|
8/14/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
8/5/2005
|
|
|
|
150,000
|
(1)
|
|
|
|
|
|
$
|
9.67
|
|
|
|
8/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
4/18/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(4)
|
|
$
|
1,250,000
|
|
|
|
|
3/31/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
(5)
|
|
$
|
312,500
|
|
Robert Apple, COO
|
|
|
4/4/2005
|
|
|
|
50,000
|
(1)
|
|
|
|
|
|
$
|
7.60
|
|
|
|
4/4/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
11/1/2005
|
|
|
|
40,000
|
(1)
|
|
|
|
|
|
$
|
10.01
|
|
|
|
11/1/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
8/3/2006
|
|
|
|
100,000
|
(1)
|
|
|
|
|
|
$
|
12.93
|
|
|
|
8/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(5)
|
|
$
|
250,000
|
|
C. Robert Campbell,
EVP & CFO
|
|
|
10/12/2004
|
|
|
|
100,000
|
(2)
|
|
|
|
|
|
$
|
5.37
|
|
|
|
10/12/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
11/1/2005
|
|
|
|
40,000
|
(1)
|
|
|
|
|
|
$
|
10.01
|
|
|
|
11/1/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
8/3/2006
|
|
|
|
65,000
|
(3)
|
|
|
10,000
|
(3)
|
|
$
|
12.93
|
|
|
|
8/3/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
3/31/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
(5)
|
|
$
|
187,500
|
|
|
|
|
8/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
(7)
|
|
$
|
312,500
|
|
Alberto de Cardenas,
EVP, General Counsel & Secretary
|
|
|
11/16/2005
|
|
|
|
90,000
|
(2)
|
|
|
|
|
|
$
|
10.13
|
|
|
|
11/16/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
2/27/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
(6)
|
|
$
|
62,500
|
|
15
|
|
|
(1) |
|
This stock option vests over a three year period beginning on
the first anniversary of the grant date at a rate of 33% on the
first anniversary, 33% on the second anniversary and 34% on the
third anniversary, and expires on the tenth anniversary of the
grant date. |
|
(2) |
|
This stock option vests monthly over a
2-year
period beginning on the first anniversary of the grant date. |
|
(3) |
|
50,000 of these stock options vest over a three-year period on
each anniversary of the grant date at the rate of 33%, 33% and
34%, respectively. 25,000 of these stock options vest at a rate
of 20% per year over a five year period beginning on the first
anniversary of the grant date. |
|
(4) |
|
These shares were awarded on April 18, 2007 and vest on
April 18, 2012. |
|
(5) |
|
These shares were awarded on March 31, 2008 and vest on
March 31, 2011. |
|
(6) |
|
These shares were awarded on February 27, 2008 and vest on
January 1, 2011. |
|
(7) |
|
These shares were awarded on August 17, 2009 and vest on
August 15, 2012. |
|
(8) |
|
Mr. Jose R. Mas became our Chief Executive Officer in April
2007. From April 2007 to January 2010 he was also our President. |
Options
Exercised and Stock Vested in Fiscal Year 2009
No restricted stock awards vested and no stock options were
exercised during the year ended December 31, 2009 for our
named executive officers.
Nonqualified
Deferred Compensation
The following table sets forth the employer and employee
contributions to, earnings under, and aggregate balances of
nonqualified defined contribution and other deferred
compensation plans we maintain.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Balance at
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings in
|
|
|
Withdrawals/
|
|
|
December 31,
|
|
Name
|
|
2009(1)
|
|
|
2009(1)
|
|
|
2009
|
|
|
Distributions(1)
|
|
|
2009
|
|
|
Jose R. Mas, President & CEO(2)
|
|
$
|
0
|
|
|
$
|
150,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
750,000
|
|
Robert Apple, COO
|
|
$
|
23,077
|
|
|
$
|
4,000
|
|
|
$
|
6,156
|
|
|
$
|
0
|
|
|
$
|
44,216
|
|
C. Robert Campbell, EVP & CFO
|
|
$
|
182,438
|
|
|
$
|
3,850
|
|
|
$
|
56,030
|
|
|
$
|
0
|
|
|
$
|
264,892
|
|
Alberto de Cardenas, EVP & General Counsel &
Secretary
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
(1) |
|
Contributions made to MasTecs non-qualified deferred
compensation plans by and on behalf of named executive officers
for 2009. |
|
(2) |
|
On April 3, 2006, MasTec and Jose R. Mas entered into a
deferred bonus agreement in which we agreed to pay Mr. Mas
a bonus in the event the split dollar agreement with
Mr. Mas described in Split Dollar Benefit and
Deferred Bonus Agreements was terminated due to a change
of control of MasTec. The amount in the Aggregate Balance at
December 31, 2009 column represents the sum of all of the
premiums paid by MasTec pursuant to the arrangement. |
Potential
Payments upon Change in Control and Termination of
Employment
Each of the named executive officers has an employment agreement
with us that provides for us to make continued payments and
provide certain benefits to the executive upon termination of
employment with our company. Each of the employment agreements
also provides for each of the named executive officers to
receive certain payments in the event of a change in control, as
follows:
|
|
|
|
|
Jose R. Mas. Mr. Mas would become
entitled to receive one and a half times his base salary and
average performance bonuses during the term of his employment
agreement, a
gross-up
payment if an excise tax is triggered, the immediate vesting of
any previously unvested options and restricted stock and the
continuation of benefits as provided for in the employment
agreement.
|
16
|
|
|
|
|
Robert Apple. Mr. Apple would become
entitled to one and a half times his base salary and average
performance bonuses during the last three calendar years for
which he was an employee, a
gross-up
payment if an excise tax is triggered, the immediate vesting of
any previously unvested options and restricted stock and the
continuation of benefits for a period of 12 months.
|
|
|
|
C. Robert Campbell. Mr. Campbell would
become entitled to immediate vesting of any unvested options.
|
|
|
|
Alberto de Cardenas. Mr. de Cardenas would
become entitled to two times his base salary, the immediate
vesting of any unvested options and restricted stock and the
continuation of benefits as set forth in his employment
agreement for a period of 12 months.
|
For these purposes, Change in Control generally
means:
|
|
|
|
|
Acquisition By Person of Substantial
Percentage. The acquisition by a Person
(including affiliates and associates of
such Person, but excluding MasTec, any parent or
subsidiary of MasTec or any employee benefit plan of
MasTec) of a sufficient number of shares of the common stock, or
securities convertible into the common stock, and whether
through direct acquisition of shares or by merger,
consolidation, share exchange, reclassification of securities or
recapitalization of or involving MasTec or any
parent or subsidiary of MasTec, to
constitute the Person the actual or beneficial owner of 51% or
more of the Common Stock;
|
|
|
|
Disposition of Assets. Any sale, lease,
transfer, exchange, mortgage, pledge or other disposition, in
one transaction or a series of transactions, of all or
substantially all of the assets of MasTec or of any
subsidiary of MasTec to a Person described
above; or
|
|
|
|
Substantial Change of Board Members. During
any of MasTecs fiscal years, individuals who at the
beginning of such year constitute the Board cease for any reason
to constitute at least a majority thereof, unless the election
of each director who was not a director at the beginning of such
period has been approved in advance by a majority of the
directors in office at the beginning of the fiscal year.
|
For purposes of this definition, the terms
affiliate, associate, parent
and subsidiary shall have the respective meanings
ascribed to such terms in
Rule 12b-2
under Section 12 of the 1934 Act.
Each of the named executive officers employment agreements
also provides that the named executive officers would be
entitled to receive certain payments in the event that their
respective employments were terminated as follows:
|
|
|
|
|
Jose R. Mas. Following termination of
Mr. Mas employment by us without cause or by
Mr. Mas for good reason, Mr. Mas would receive his
base salary, an amount equal to the average of the performance
bonuses he received during the term of the Agreement and
benefits from the date of termination for twelve months. In the
event Mr. Mas employment is terminated by MasTec as a
result of death or disability, then Mr. Mas or his estate
will receive an amount equal to his base salary and the pro-rata
portion of his annual performance bonus earned through the date
of death or disability to which he would have been entitled for
the year in which the death or disability occurred and all
unvested options and restricted stock shall immediately vest.
|
|
|
|
Robert Apple. Following termination of
Mr. Apples employment by us without cause (as defined
in the agreement) or by Mr. Apple for good reason (as
defined in the agreement), Mr. Apple would receive his base
salary, an amount equal to the average of the performance
bonuses he received during the last three calendar years and
certain employee benefits set forth in the agreement from the
date of termination for twelve months. In the event
Mr. Apples employment is terminated by MasTec as a
result of death or disability, then Mr. Apple or his estate
will receive an amount equal to his base salary and any annual
performance bonus earned through the date of death or disability
to which he would have been entitled for the year in which the
death or disability occurred and all unvested options and
restricted stock shall immediately vest.
|
|
|
|
C. Robert Campbell. Following termination of
Mr. Campbells employment by us without cause (as
defined in the agreement) or by Mr. Campbell for good
reason (as defined in the agreement), Mr. Campbell will
receive his base salary and certain employee benefits set forth
in the agreement from the date of termination until
August 14, 2012. If the agreement is terminated by MasTec
not renewing or extending the
|
17
|
|
|
|
|
employment agreement or the parties cannot mutually agree to
renew or extend Mr. Campbells employment then
Mr. Campbell will be entitled to the severance benefits
described above from the completion of the term of the agreement
until August 14, 2012. In the event
Mr. Campbells employment is terminated by MasTec as a
result of death or disability, then Mr. Campbell or his
estate will receive an amount equal to his base salary and any
annual performance bonus earned through the date of death or
disability and all unvested options and restricted stock shall
immediately vest.
|
|
|
|
|
|
Alberto de Cardenas. Following termination of
Mr. de Cardenas by us without cause or by Mr. de Cardenas for
good reason, Mr. de Cardenas will receive his base salary and
benefits for a period of twelve months from the date of
termination and his restricted stock grants awarded on
February 27, 2008 shall immediately vest. In the event Mr.
de Cardenas employment is terminated by us as a result of
death or disability, then Mr. de Cardenas or his estate will
receive an amount equal to his base salary and any annual
performance bonus earned through the date of death or disability
he would have been entitled for the year in which the death or
disability occurred, and all unvested options and restricted
stock shall immediately vest.
|
The following tables illustrate the payments and benefits that
each named executive officer would have received under his
employment agreement if his employment with MasTec had
terminated on December 31, 2009 for any of the reasons
described in the table. The amounts presented in the tables are
estimates and do not necessarily reflect the actual value of the
payments and of the benefits that would be received by the named
executive officers, which would only be known at the time that
employment actually terminates.
Estimates of the amount that would be payable in the event that
a change in control or other termination had occurred on
December 31, 2009 except as otherwise noted below are
quantified in the following tables:
Executive: Jose R. Mas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
by Company
|
|
|
|
|
|
|
|
|
|
|
|
|
without
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
Executive Benefits upon Change in
|
|
|
|
|
|
|
|
Resignation
|
|
|
|
|
Control and Termination of
|
|
|
|
|
|
|
|
with Good
|
|
|
Change of
|
|
Employment
|
|
Disability
|
|
|
Death
|
|
|
Reason
|
|
|
Control
|
|
|
Cash Severance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary(1)
|
|
|
|
|
|
|
|
|
|
$
|
650,000
|
|
|
$
|
975,000
|
|
Performance Bonus
|
|
|
|
|
|
|
|
|
|
$
|
316,667
|
|
|
$
|
475,000
|
|
Total Cash Severance
|
|
|
|
|
|
|
|
|
|
$
|
966,667
|
|
|
$
|
1,450,000
|
|
Long Term Incentives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Accelerated Stock Grants(2)
|
|
$
|
1,562,500
|
|
|
$
|
1,562,500
|
|
|
$
|
1,562,500
|
|
|
$
|
1,562,500
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Welfare Benefits
|
|
|
|
|
|
|
|
|
|
$
|
3,730
|
|
|
$
|
3,730
|
|
Company Car
|
|
|
|
|
|
|
|
|
|
$
|
18,961
|
|
|
$
|
18,961
|
|
Total Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
$
|
22,691
|
|
|
$
|
22,691
|
|
Section 280G Tax
Gross-Up
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OVERALL TOTAL
|
|
$
|
1,562,500
|
|
|
$
|
1,562,500
|
|
|
$
|
2,551,858
|
|
|
$
|
3,035,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr Mas base salary is based on his increased base salary
which became effective on April 2, 2010. |
|
(2) |
|
Represents the amount of the closing price on the New York Stock
Exchange for a share of MasTecs common stock on
December 31, 2009 ($12.50) multiplied by the number of
restricted shares that were subject to accelerated vesting as of
that date. |
|
(3) |
|
Mr. Mas is entitled to receive a tax
gross-up
payment to reimburse him for any excise tax to which he would be
subject under Section 4999 of the Internal Revenue Code
with respect to any excess parachute payment that he
receives from MasTec. Mr. Mas generally would not be
considered to receive an excess parachute payment
unless the payments made to him that are contingent on a change
in control exceed three times the average of his
W-2
compensation for the five years immediately prior to the year in
which the change in control occurs. Thus, facts and
circumstances at the time of any change in control, as well as
changes in Mr. Mas
W-2
compensation |
18
|
|
|
|
|
history, could materially impact whether and to what extent any
payment to Mr. Mas would result in an excess
parachute payment and thus result in an excise tax. |
Executive: Robert Apple
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
by
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
without
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
Executive Benefits upon Change in
|
|
|
|
|
|
|
|
Resignation
|
|
|
|
|
Control and Termination of
|
|
|
|
|
|
|
|
with Good
|
|
|
Change of
|
|
Employment
|
|
Disability
|
|
|
Death
|
|
|
Reason
|
|
|
Control
|
|
|
Base Salary(1)
|
|
|
|
|
|
|
|
|
|
$
|
440,000
|
|
|
$
|
660,000
|
|
Performance Bonus
|
|
|
|
|
|
|
|
|
|
$
|
253,333
|
|
|
$
|
380,000
|
|
Total Cash Severance
|
|
|
|
|
|
|
|
|
|
$
|
693,333
|
|
|
$
|
1,040,000
|
|
Long Term Incentives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Accelerated Stock Grants(2)
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
$
|
0
|
(3)
|
|
$
|
250,000
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Welfare Benefits
|
|
|
|
|
|
|
|
|
|
$
|
3,730
|
|
|
$
|
3,730
|
|
Company Car
|
|
|
|
|
|
|
|
|
|
$
|
16,412
|
|
|
$
|
16,412
|
|
Total Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
$
|
20,142
|
|
|
$
|
20,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OVERALL TOTAL
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
$
|
713,475
|
|
|
$
|
1,310,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Apples base salary is based on his increased base
salary which became effective on January 1, 2010. |
|
(2) |
|
Represents the amount by which the closing price on the New York
Stock Exchange for a share of MasTecs common stock on
December 31, 2009 ($12.50), multiplied by the number of
shares of restricted stock that were subject to accelerated
vesting as of that date. Does not include 37,500 shares of
MasTecs restricted stock that were issued to
Mr. Apple on January 26, 2010. |
|
(3) |
|
Unvested shares are not subject to accelerated vesting, but
would continue to vest in accordance with the original terms of
the grant. |
Executive: C. Robert Campbell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
without
|
|
|
|
|
|
Renewal or
|
|
|
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
|
Non-
|
|
Executive Benefits upon Change in
|
|
|
|
|
|
|
|
Resignation
|
|
|
|
|
|
Extension by
|
|
Control and Termination of
|
|
|
|
|
|
|
|
with Good
|
|
|
Change of
|
|
|
the
|
|
Employment
|
|
Disability
|
|
|
Death
|
|
|
Reason
|
|
|
Control
|
|
|
Company(2)
|
|
|
Base Salary
|
|
|
|
|
|
|
|
|
|
$
|
1,047,671
|
|
|
|
|
|
|
$
|
400,000
|
|
Total Cash Severance
|
|
|
|
|
|
|
|
|
|
$
|
1,047,671
|
|
|
|
|
|
|
$
|
400,000
|
|
Long Term Incentives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Accelerated Stock Grants(1)
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Welfare Benefits
|
|
|
|
|
|
|
|
|
|
$
|
7,433
|
|
|
|
|
|
|
$
|
2,838
|
|
Company Car
|
|
|
|
|
|
|
|
|
|
$
|
48,295
|
|
|
|
|
|
|
$
|
18,439
|
|
Total Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
$
|
55,728
|
|
|
|
|
|
|
$
|
21,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OVERALL TOTAL
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
1,603,399
|
|
|
$
|
500,000
|
|
|
$
|
921,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the closing price on the New York Stock Exchange for
a share of MasTecs common stock on December 31, 2009
($12.50), multiplied by the number of shares of restricted stock
were subject to accelerated vesting as of that date. |
|
(2) |
|
Calculations are based upon a non-renewal or non-extension of
Mr. Campbells contract at the expiration of the
current contract term (i.e., August 14, 2011). |
19
Executive: Alberto de
Cardenas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
without
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause or
|
|
|
|
|
Executive Benefits upon Change in
|
|
|
|
|
|
|
|
Resignation
|
|
|
|
|
Control and Termination of
|
|
|
|
|
|
|
|
with Good
|
|
|
Change of
|
|
Employment
|
|
Disability
|
|
|
Death
|
|
|
Reason
|
|
|
Control
|
|
|
Base Salary
|
|
|
|
|
|
|
|
|
|
$
|
315,000
|
|
|
$
|
630,000
|
|
Total Cash Severance
|
|
|
|
|
|
|
|
|
|
$
|
315,000
|
|
|
$
|
630,000
|
|
Long Term Incentives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Accelerated Stock Grants(1)
|
|
$
|
62,500
|
|
|
$
|
62,500
|
|
|
$
|
62,500
|
|
|
$
|
62,500
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health & Welfare Benefits
|
|
|
|
|
|
|
|
|
|
$
|
3,370
|
|
|
$
|
3,370
|
|
Company Car
|
|
|
|
|
|
|
|
|
|
$
|
7,278
|
|
|
$
|
7,278
|
|
Total Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
$
|
10,648
|
|
|
$
|
10,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OVERALL TOTAL
|
|
$
|
62,500
|
|
|
$
|
62,500
|
|
|
$
|
388,148
|
|
|
$
|
703,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the closing price on the New York Stock Exchange for
a share of MasTecs common stock on December 31, 2009
($12.50), multiplied by the number of shares of restricted stock
that were subject to accelerated vesting as of that date. Does
not include 7,500 shares of MasTecs restricted stock that
were issued to Mr. de Cardenas on January 22, 2010. |
Employment
and Other Agreements
On April 18, 2007, MasTec entered into a new employment
agreement with Jose R. Mas, MasTecs President and Chief
Executive Officer, effective as of April 18, 2007. The term
of the Agreement will continue until the Agreement is terminated
in accordance with the terms and provisions thereof, and
provides that Mr. Mas will be paid an annual salary of
$500,000. The Agreement also provides that Mr. Mas shall be
eligible for annual performance bonuses of up to his base salary
based on the achievement of goals established by the
Compensation Committee of the Board of Directors. Pursuant to
the terms of the Agreement, Mr. Mas received
100,000 shares of MasTecs common stock which vest,
based on continued service and his compliance with certain
negative covenants as set forth in the Agreement, on the fifth
anniversary of the Agreement. This restricted stock vests
immediately upon termination of the agreement so long as
Mr. Mas is not terminated for cause (as such term is
defined in the agreement). Following termination of employment
by MasTec without cause or by Mr. Mas for good reason,
Mr. Mas will receive his base salary, an amount equal to
the average of the performance bonuses he received during the
term of the agreement and benefits from the date of termination
for twelve months. If there is a change of control of MasTec
during the employment term, Mr. Mas will be entitled to one
and a half times his base salary and average performance bonuses
during the term of the Agreement, a
gross-up
payment if an excise tax is triggered, the immediate vesting of
any previously unvested options and restricted stock and the
continuation of benefits as provided in the agreement. The
agreement also contains confidentiality, non-competition and
non-solicitation provisions.
Effective January 1, 2010, MasTec entered into an
employment agreement with Robert Apple relating to his
employment as Chief Operating Officer. The agreement will remain
in effect until terminated, and provides that Mr. Apple
will be paid an annual salary of $440,000. The agreement also
provides for annual performance bonuses of up to his base salary
based on the achievement of goals established by our
compensation committee, in its sole discretion. Pursuant to the
terms of the agreement, Mr. Apple received
37,500 shares of MasTecs common stock which vest on
the third anniversary of the effective date of the Agreement.
Following termination of Mr. Apples employment by us
without cause (as defined in the agreement) or by Mr. Apple
for good reason (as defined in the agreement), Mr. Apple
would receive his base salary, an amount equal to the average of
the performance bonuses he received during the last three
calendar years and certain employee benefits set forth in the
agreement from the date of termination for twelve months. If
there is a change of control of MasTec during the employment
term, Mr. Apple will be entitled to one and a half times
his (i) base salary for twelve months and (ii) average
performance bonuses during the last three calendar years for
which he was our employee divided by twelve for twelve months, a
gross-up
20
payment if an excise tax is triggered, the immediate vesting of
any previously unvested options and restricted stock and the
continuation of benefits as set forth in the agreement. The
agreement also contains confidentiality, non-competition and
non-solicitation provisions.
Effective August 15, 2009, MasTec entered into an
employment agreement with C. Robert Campbell relating to his
employment as Executive Vice President and Chief Financial
Officer. The agreement expires on August 14, 2011, unless
earlier terminated, and provides that Mr. Campbell will be
paid an annual salary of $400,000. The agreement also provides
for annual performance bonuses of up to his base salary.
Pursuant to the terms of the agreement, Mr. Campbell
received 25,000 shares of MasTecs common stock which
vest on August 15, 2012. Following termination of
Mr. Campbells employment by us without cause (as
defined in the agreement) or by Mr. Campbell for good
reason (as defined in the agreement), Mr. Campbell will
receive his base salary and certain employee benefits set forth
in the agreement from the date of termination until
August 14, 2012. If the agreement is terminated by MasTec
not renewing or extending the employment agreement or the
parties cannot mutually agree to renew or extend
Mr. Campbells employment then Mr. Campbell will
be entitled to the severance benefits described above from the
completion of the term of the agreement until August 14,
2012. If there is a change of control of MasTec during the
employment term, Mr. Campbell will be entitled to immediate
vesting of any unvested options and restricted stock. The
agreement also contains confidentiality, non-competition and
non-solicitation provisions.
Effective January 1, 2008, MasTec entered into an
employment agreement with Alberto de Cardenas relating to his
employment as Executive Vice President, General Counsel and
Secretary. The agreement expires on December 31, 2011,
unless earlier terminated, and provides that Mr. de Cardenas
will be paid an annual salary of $315,000. The agreement also
provides for annual performance bonuses of up to 50% of his base
salary. The agreement also entitles Mr. de Cardenas to receive
5,000 shares of our common stock which shall vest 100% on
the third anniversary of the Effective Date. Mr. de Cardenas may
also participate in our bonus plan for senior management and for
equity to be granted pursuant to our SIP. Following termination
of employment by MasTec without cause or by Mr. de Cardenas for
good reason, Mr. de Cardenas will receive his base salary and
benefits for a period of twelve months from the date of
termination. If there is a change of control of MasTec during
the employment term, Mr. de Cardenas will be entitled to two
times his base salary, to the immediate vesting of any
previously unvested options and restricted stock and the
continuation of benefits as set forth in the agreement. The
agreement also contains confidentiality, non-competition and
non-solicitation provisions.
Compensation
of Directors
2009 Director
Compensation
At the beginning of 2009, the independent directors
compensation included an annual retainer of $90,000. In
addition, the Audit Committee Chairperson was paid $10,000 per
year and each other audit committee member was paid $5,000 per
year for service. The Compensation Committee Chairperson and the
Nominating and Governance Committee Chairperson were paid $2,500
per year.
At the direction of the Board in 2009, the Compensation
Committee hired F.W. Cook to conduct an independent review of
MasTecs independent director compensation. Management
provided background information and confirmed the accuracy of
the current program summary. F.W. Cook & Co., Inc.
provided a competitive analysis of non-employee director
compensation programs at 13 peer companies and recommended
changes to the MasTec independent director compensation program.
The peer companies were selected using the following process:
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An initial screen of public companies was derived from the
Global Industry Classification Standard (GICS) industry code
assigned to MasTec, Construction & Engineering,
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Foreign companies and companies with significant international
revenue were eliminated,
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Companies with less than $500 million in annual revenues
were eliminated,
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Companies with more than $4 billion in annual revenues were
eliminated,
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Four public companies in related industries within the financial
size criteria were added.
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21
After thorough review of the F.W. Cook report, the Compensation
Committee recommended and the Board of Directors approved
changes to the independent director compensation to be effective
July 1, 2009. The retainer has changed to $30,000 per
calendar quarter. At least one third of the quarterly retainer
must be taken by the director in the form of equity. The
director can choose between fully vested whole shares or a fully
vested option grant. The option grant would be valued in
accordance with FASB ASC Topic 718 with an expiration of
10 years. The remainder, if any, is taken in the form of
cash. In addition, the Lead Independent Director receives $5,000
per quarter, the Audit Committee Chairperson receives $2,500 per
quarter, the Compensation and Nominating Committee Chairpersons
receive $1,250 per quarter, and all committee members receive
$750 for each committee meeting attended.
Directors are reimbursed for their reasonable expenses incurred
in order to attend Board and Committee meetings and in their
performance of director duties.
Option and restricted stock awards granted to our independent
directors are governed by our Amended and Restated 2003 Stock
Incentive Plan for Non-Employees, which we refer to as the
Non-Employee Incentive Plan. All formula options are granted at
an exercise price equal to, and formula restricted stock grants
are based on, the fair market value of MasTecs common
stock based on the closing price of our common stock on the New
York Stock Exchange on the date of grant. In addition to the
formula grants, the Compensation Committee, which administers
the Non-Employee Incentive Plan, may also make discretionary
grants of stock options and restricted stock awards to
non-employee directors.
Effective January 1, 2006, we adopted a Deferred Fee Plan.
Under the terms of the Deferred Fee Plan, directors may elect to
defer the receipt of cash and stock fees for their services as
directors. Each director may elect the type and percentage of
fees to be deferred. Deferred cash fees may be directed to a
deferred cash account or a deferred stock account (or both).
Deferred stock fees may only be directed to a deferred stock
account. Elections to defer fees remain in force, unless amended
or revoked within the required time periods. The deferred cash
account will be credited with interest on the cash balance at
the end of each calendar quarter. The interest rate is equal to
the rate of interest payable by us on our revolving credit
facility, as determined as of the first day of each calendar
quarter. The deferred stock account will be credited with stock
dividends (or with cash dividends that are converted to deferred
stock credits pursuant to the plan). Distribution of a
directors cash and stock accounts will begin on January 15
of the year following the directors termination of all
services with us or, in the case of a change of control (as
defined in the Deferred Fee Plan), in a lump sum as soon as
practicable following such change of control. Distributions from
the deferred cash account will be made in cash and distributions
from the deferred stock account will be made in shares of
MasTecs common stock. Distributions will either be made in
a lump-sum payment or in up to five consecutive installments as
elected by the director. The Deferred Fee Plan was amended and
restated generally effective as of January 1, 2009 to
comply with Section 409A of the Internal Revenue Code and
to make certain other desired changes to the Plan. Pursuant to
the restatement, participants were given the right to make an
irrevocable election on or before December 1, 2008 to
receive a lump sum distribution of the Directors deferred
cash account and the vested portion of the Directors
deferred stock account, on or about April 1, 2009, and to
receive lump sum distributions of the non-vested portions, if
any, of the Directors deferred stock account on the later
of April 1, 2009 or the dates in which the deferred stock
account would vest based upon the vesting schedule for each
respective portion of the stock account.
The following table sets forth a summary of the compensation we
paid to our non-employee directors for services rendered in 2009.
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Fees Earned or
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Stock
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All Other
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Name
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Paid in Cash(1)
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Awards(2)
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Compensation(3)
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Total ($)
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Jorge Mas
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$
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625,291
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$
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625,291
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Ernst N. Csiszar
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$
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92,731
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$
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20,007
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$
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112,738
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Robert J. Dwyer
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$
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4,500
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$
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105,010
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$
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109,510
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Frank E. Jaumot
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$
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94,573
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$
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21,677
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$
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116,250
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Julia L. Johnson(4)
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$
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2,250
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$
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108,764
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$
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111,014
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Jose S. Sorzano
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$
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90,896
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$
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20,842
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$
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111,738
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John Van Heuvelen
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$
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104,138
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$
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23,350
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$
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127,488
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22
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(1) |
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This column reports the amount of compensation earned for Board
and Committee service elected to be received in cash. |
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(2) |
|
This column represents the amount of compensation earned for
Board and Committee service elected to be received in stock.
Amounts shown in this column represent the fair value of the
awards as of date of issuance computed in accordance with FASB
ASC Topic 718. Restricted stock awards were valued at the
closing market price of our common stock on the date of grant. |
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(3) |
|
Includes premiums paid by MasTec for second to die life
insurance policies on the lives of Mr. and Mrs. Jorge Mas
that are owned by MasTec and are subject to a split dollar
arrangement of $567,546 and imputed income with respect to
thesesplit dollar arrangements of $54,772, and $2,973 for
standard benefits. See Certain Relationships and Related
Transactions for a description of the split dollar
agreements that MasTec has entered into with Mr. Mas. |
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(4) |
|
Pursuant to the Deferred Compensation Plan for Non-Employee
Directors, Ms. Johnson deferred 8,795 in immediately vested
shares. |
As of December 31, 2009, the aggregate number of unvested
stock awards and the aggregate number of stock option awards
(both exercisable and unexercisable) for non-employee directors
were as follows:
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Aggregate Number of
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Aggregate Number of
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Name
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Unvested Stock Awards
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Option Awards
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Jorge Mas
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400,000
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Ernst N. Csiszar
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1,360
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40,000
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Robert J. Dwyer
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6,613
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35,000
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Frank E. Jaumot
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6,613
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35,000
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Julia L. Johnson
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117,500
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Jose S. Sorzano
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6,613
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92,500
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John Van Heuvelen
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1,360
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130,000
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|
Compensation
Committee Report on Executive Compensation
The following report of the Compensation Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any of MasTecs filings
under the Securities Act or the Exchange Act, except to the
extent that we specifically incorporate such report by
reference.
In fulfilling our role, we met and held discussions with
MasTecs management and reviewed and discussed the
Compensation Discussion and Analysis contained in this Proxy
Statement on Schedule 14A. Based on the review and
discussions with management and our business judgment, we
recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Proxy Statement on
Schedule 14A for filing with the Securities and Exchange
Commission.
Submitted
by the Compensation Committee of the Board of Directors.
Jose S.
Sorzano
Frank E.
Jaumot
Robert J.
Dwyer
Julia
Johnson
John Van
Heuvelen
23
SECURITY
OWNERSHIP
Principal
Shareholders
The following table provides information concerning the
beneficial ownership of our common stock, as of March 19,
2010, by:
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Each shareholder who is known to beneficially own more than 5%
of the outstanding shares of our common stock;
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Each of our current directors and nominees for director;
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Each of our named executive officers; and
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All of our directors and executive officers as a group.
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Beneficial ownership is determined in accordance with the rules
of the SEC. Except as indicated by footnote and subject to
community property laws where applicable, to our knowledge the
persons named in the table below have sole voting and investment
power with respect to all shares of common stock shown as
beneficially owned by them. In computing the number of shares
beneficially owned by a person and the percentage ownership of
that person, shares of common stock subject to options and
warrants held by that person that are exercisable as of
March 19, 2010 or that will become exercisable within
60 days thereafter are deemed outstanding for purposes of
that persons percentage ownership but not deemed
outstanding for purposes of computing the percentage ownership
of any other person. Unless otherwise indicated, the mailing
address of each individual is
c/o MasTec,
Inc., 800 S. Douglas Road, 12th Floor, Coral
Gables, Florida 33134. The following information is based upon
information provided to us or filed with the Commission by the
shareholders.
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Common Stock Beneficially Owned
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Percentage of
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Number of
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Common Stock
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Name
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Shares
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Outstanding
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Jorge Mas
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19,064,096
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(1)
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24.96
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%
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Chairman of the Board
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Jose R. Mas
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2,615,960
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(2)
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3.43
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%
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Chief Executive Officer and Director
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Ernst N. Csiszar
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53,516
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.07
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%
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Director
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Robert J. Dwyer
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83,385
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.11
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%
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Director
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Frank E. Jaumot
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55,914
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.07
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%
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Director
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Julia L. Johnson
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161,771
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.21
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%
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Director
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Jose S. Sorzano
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114,302
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.15
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%
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Director
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John Van Heuvelen
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148,639
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.20
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%
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Director
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Ray Harris
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100,000
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.13
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%
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President
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Robert Apple
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256,624
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.34
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%
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Chief Operating Officer
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C. Robert Campbell
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246,190
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.32
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%
|
Executive Vice President and Chief Financial Officer
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Alberto de Cardenas
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106,700
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.14
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%
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Executive Vice President, General Counsel and Secretary
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All current executive officers and directors as a group
(12 persons)
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23,007,097
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29.64
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%
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FMR LLC(5)
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11,198,364
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|
14.58
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%
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Frontier Capital Management(6)
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|
4,637,435
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6.12
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%
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24
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* |
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Less than 1% |
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(1) |
|
Includes shares owned directly by the Jorge L. Mas Canosa
Holdings I Limited Partnership, a Texas limited partnership (the
Family Partnership), and indirectly by Jorge Mas, as
the president and sole director of Jorge L. Mas Canosa Holdings
Corporation, a Texas corporation, the sole general partner of
the Family Partnership; and shares owned of record by Jorge Mas
Holdings I Limited Partnership, a Texas limited partnership
(Jorge Mas Holdings). The sole general partner of
Jorge Mas Holdings is Jorge Mas Holdings Corporation, a Texas
corporation that is wholly owned by Mr. Jorge Mas. Also
includes shares owned of record by the Mas Family Foundation,
Inc., a Florida
not-for-profit
corporation (the Family Foundation) of which
Mr. Jorge Mas is the president; and shares covered by
options exercisable within 60 days of March 19, 2010.
Mr. Jorge Mas disclaims beneficial ownership of the shares
held by the Family Partnership except to the extent of his
pecuniary interest therein, and disclaims beneficial ownership
of all of the shares owned by the Family Foundation. In 2003,
Mr. Mas entered into a 10b5-1 plan with a third-party
trustee providing for the sale of shares of our common stock. On
an annual basis, Mr. Mas may authorize the trustee, in its
sole discretion but subject to certain price restrictions and
monthly volume limitations, to sell up to a maximum number of
shares. |
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(2) |
|
Includes shares owned of record by Jose Ramon Mas Holdings I
Limited Partnership, a Texas limited partnership (Jose Mas
Holdings). The sole general partner of Jose Mas Holdings
is Jose Ramon Mas Holdings Corporation, a Texas corporation that
is wholly owned by Mr. Jose Mas. Also includes shares owned
of record by Jorge Mas Canosa Freedom Foundation, Inc., a
Florida
non-for-profit
corporation (Freedom Foundation) of which
Mr. Jose R. Mas is secretary; and shares covered by options
exercisable within 60 days of March 19, 2010; and
shares owned of record individually. Mr. Jose R. Mas
disclaims beneficial ownership of the shares held by the Freedom
Foundation. |
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(3) |
|
Includes shares of unvested restricted stock, but as to which
the owner presently has the right to vote and the right to
receive dividends, as follows: Ernst N. Csiszar,
1,360 shares; Robert J. Dwyer, 6,613 shares; Frank E.
Jaumot, 6,613 shares; Julia L. Johnson, 0 shares; Jose
S. Sorzano, 6,613 shares; John Van Heuvelen,
1,360 shares; Robert Apple, 57,500 shares; C. Robert
Campbell, 40,000 shares; and Alberto de Cardenas,
5,000 shares. |
|
(4) |
|
Includes shares of common stock that may be issued upon the
exercise of stock options that are exercisable within
60 days of March 19, 2010 as follows: Ernst N.
Csiszar, 40,000 shares; Robert J. Dwyer,
35,000 shares; Frank E. Jaumot, 35,000 shares; Julia
L. Johnson, 117,500 shares; Jose S. Sorzano,
92,500 shares; John Van Heuvelen, 130,000 shares;
Robert Apple, 190,000 shares; C. Robert Campbell,
205,000 shares; and Alberto de Cardenas, 90,000 shares. |
|
(5) |
|
Based on a Schedule 13G filed with the SEC, dated
March 9, 2010, reporting beneficial ownership of more than
5% of MasTecs common stock. As reported in the Schedule
13G, FMR possesses sole voting power with respect to
1,241,680 shares and possesses sole dispositive power with
respect to 11,198,364 shares. FMRs address is 82
Devonshire Street, Boston, Massachusetts 02109. |
|
(6) |
|
Based on a Schedule 13G filed with the SEC, dated
February 12, 2010, reporting beneficial ownership of more
than 5% of MasTecs common stock. As reported in the
Schedule 13G, Frontier Capital Management possesses sole
voting and dispositive power with respect to
4,637,435 shares. Frontier Capital Managements
address is 99 Summer Street, Boston, MA 02110. |
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, and regulations of the SEC thereunder require that
MasTecs directors, executive officers and persons who own
more than 10% of MasTecs common stock, as well as certain
affiliates of such persons, file initial reports of their
ownership of MasTecs common stock and subsequent reports
of changes in such ownership with the SEC. Directors, executive
officers and persons owning more than 10% of MasTecs
common stock are required by SEC regulations to file with the
SEC and the New York Stock Exchange reports of their respective
ownership of common stock and to furnish MasTec with copies of
all Section 16(a) reports they file. Based solely on a
review of the copies of such reports received, MasTec believes
that during the year ended December 31, 2009, directors,
executive officers and owners of more than 10% of the common
stock timely complied with all applicable filing requirements.
25
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Review
and Approval of Related Person Transactions
The Audit Committee Charter requires the Audit Committee to
review and approve all transactions in which we are a
participant and in which a related person has or will have a
direct or indirect material interest. In March 2007, the Audit
Committee formally adopted standards to apply when it reviews,
approves or ratifies any such related party transaction. These
standards provide that (i) all related party transactions
must be fair and reasonable to us at the time they are
authorized by the Audit Committee and (ii) all related
party transactions must be authorized, approved or ratified by
the affirmative vote of a majority of the members of the Audit
Committee who have no interest, either directly or indirectly,
in any such related party transaction.
Related
Person Transactions
MasTec purchases, rents and leases equipment used in its
business from a number of different vendors, on a non-exclusive
basis, including Neff Corp. (Neff), in which Jorge
Mas, Chairman of MasTecs Board of Directors, and Jose Mas,
MasTecs Chief Executive Officer, were directors and owners
of a controlling interest through June 4, 2005. Juan Carlos
Mas, the brother of Jorge and Jose Mas, was the Chairman, Chief
Executive Officer, a director and a shareholder of Neff until
May 31, 2007 when he sold his Neff shares and resigned as
its chief executive officer. Juan Carlos Mas remains as chairman
of the Neff Board of Directors. During the year ended
December 31, 2009, MasTec paid Neff approximately
$0.9 million for equipment purchases, rentals and leases.
MasTec believes the amount paid to Neff is equivalent to the
payments that would have been made between unrelated parties for
similar transactions acting at arms length.
During the year ended December 31, 2009, MasTec paid
$48,000 to Irma S. Mas, the mother of Jorge Mas and Jose Mas,
for the lease of certain property located in Florida.
During the year ended December 31, 2009, MasTec had an
arrangement with a customer whereby MasTec leased employees to
that customer and charged approximately $426,000 to the
customer. We also have an agreement with the customer whereby we
provide satellite communication services. During the year ended
December 31, 2009, revenues relating to this customer were
approximately $887,000. Jorge Mas and Jose Mas are minority
owners of this customer.
We charter aircraft from a third party who leases two of its
aircraft from entities in which Jorge Mas and Jose Mas have an
ownership interest. We paid this unrelated chartering company
approximately $475,000 during the year ended December 31,
2009.
Effective as of August 27, 2002, MasTec and Jorge Mas
entered into a split dollar agreement, as subsequently amended,
wherein MasTec agreed to pay the premiums due on two life
insurance policies with an aggregate face amount of
$50 million. Mr. Mas and his spouse were the insured
under the policies. Under the terms of this agreement, MasTec
was the sole owner and beneficiary of the policies and was
entitled to recover the greater of (i) all premiums it pays
on the policies plus interest equal to four percent, compounded
annually, or (ii) the aggregate cash value of the life
insurance policy immediately before the death of the
insureds. The remainder of the policies proceeds was
to be paid in accordance with Mr. Mas designations.
MasTec was to make the premium payments until the agreement was
terminated, which was to occur upon any of the following events:
(i) bankruptcy, or dissolution of MasTec, or (ii) a
change of control of MasTec.
Additionally, effective as of September 13, 2002, MasTec
and Jorge Mas entered into a second split dollar agreement, as
subsequently amended, wherein we agreed to pay the premiums due
on a life insurance policy with a face amount of
$80 million, $60 million of which was subject to the
agreement and the remaining $20 million was deemed to be
key-man insurance payable to MasTec and fell outside of the
agreement. Jorge Mas was the insured under this policy. Under
the terms of this agreement, MasTec was the sole owner and
beneficiary of the policy and was entitled to recover the
greater of (i) all premiums it paid on the portion of the
policy subject to the agreement, plus interest equal to four
percent, compounded annually, or (ii) the aggregate cash
value of the life insurance policy immediately before the death
of the insured. We were to make the premium payments until the
agreement was terminated, which would occur upon any of the
following events: (i) bankruptcy, or dissolution of MasTec,
or (ii) a
26
change of control of MasTec. An amount equal to $60 million
of the policys proceeds would be paid in accordance with
Jorge Mas designations. Any remainder of the proceeds
would be paid to us. In 2009, we paid approximately
$0.6 million in premiums in connection with the split
dollar agreements for Jorge Mas.
On November 1, 2002, MasTec and Jorge Mas entered into a
deferred bonus agreement in which we agreed to pay Mr. Mas
a bonus in the event that the split dollar agreements
Mr. Mas had entered into with MasTec were terminated due to
a change of control of MasTec. The amount of the bonus was equal
to the total premiums paid by MasTec under the terms of the
split dollar agreements, plus interest of four percent,
compounded annually. The bonus was to be paid within
60 days after termination of the split dollar agreement.
The deferred bonus agreement was subsequently amended to comply
with Section 409A of the Internal Revenue Code.
On October 28, 2009, the three split dollar agreements
between Jorge Mas and us were restated into a single agreement
and the deferred bonus agreements between Jorge Mas and us was
amended and restated in its entirety. Under the amended and
restated split dollar agreement, MasTec remains the sole owner
and beneficiary of each of the policies subject to the agreement
and upon the death of the insured or insureds under the
applicable policy, MasTec is entitled to receive a portion of
the death benefit under such policy equal to the greater of
(i) all premiums paid by us on such policy or (ii) the
then cash value of such policy immediately before the death of
the insured or insureds, excluding surrender charges. Upon
termination of the agreement, Jorge Mas, or in the case of a
second to die policy, the second to die of Jorge Mas and his
wife, have an option to purchase each policy subject to the
agreement for a purchase price equal to the greater of those two
amounts. Additionally, the designation of a portion of the
policy as key-man insurance was removed, and therefore the
entire policy is now subject to the split dollar agreement. The
total maximum face amount of the insurance for all policies
subject to the split dollar agreement was capped at
$200 million. The amount of the deferred bonus under the
amended and restated deferred bonus agreement is equal to the
sum of the following amounts determined with respect to each
policy subject to the split dollar agreement: the greater of
(i) the total premiums paid by MasTec under such policy or
(ii) the then cash value of such policy immediately prior
to the change in control, excluding surrender charges. All other
material provisions of the split dollar and deferred bonus
agreements remain unchanged.
Effective as of August 3, 2004, MasTec and Jose Mas entered
into a split dollar agreement wherein we agreed to pay premiums
on a life insurance policy with an aggregate face amount of
$11 million. Under the terms of the agreement, MasTec was
the sole owner and beneficiary of the policy and was entitled to
recover the greater of (i) all premiums it paid on the
policy plus interest equal to four percent, compounded annually,
or (ii) the aggregate cash value of the life insurance
policy immediately prior to the death of the survivor of the
insured. The remainders of the policys proceeds were to be
paid in accordance with Jose Mas designations. MasTec was
to make the premium payments until the agreement was terminated,
which was to occur upon any of the following events:
(i) bankruptcy, or dissolution of MasTec, or (ii) a
change of control of MasTec. As of December 31, 2009, the
policys premiums have been paid in full. In 2009, we paid
approximately $150,000 in premiums in connection with the split
dollar agreement for Jose Mas.
On April 3, 2007, MasTec and Jose Mas entered into a
deferred bonus agreement in which MasTec agreed to pay Jose Mas
a bonus in the event the split dollar agreement Mr. Mas had
entered into with MasTec was terminated due to a change of
control. The amount of the bonus was equal to the total premium
payments made by MasTec under the terms of the split dollar
agreements, plus interest of four percent, compounded annually.
The bonus was to be paid within 60 days after termination
of the split dollar agreement.
On October 28, 2009, the split dollar and deferred bonus
agreements between Jose Mas and us were amended and restated in
their entirety. The amended and restated split dollar agreement
provides that one or more life insurance policies may be subject
to the agreement. At this time, however, the only policy subject
to the agreement is the one acquired pursuant to the original
agreement. MasTec remains the sole owner and beneficiary of any
policy subject to the agreement, and upon the death of the
insured, MasTec is entitled to receive a portion of the death
benefit equal to the greater of (i) all premiums paid by us
on such policy or (ii) the then cash value of such policy
immediately before the death of the insured, excluding surrender
charges. Upon termination of the agreement, Jose Mas has an
option to purchase each policy subject to the agreement for a
purchase price equal to the greater of those two amounts. The
amount of the deferred bonus under the amended and restated
deferred bonus agreement that is payable upon termination of the
split dollar agreement is equal to the sum of the following
amounts determined with respect to
27
each policy subject to the split dollar agreement: the greater
of (i) the total premiums paid by MasTec under the terms of
such policy or (ii) the then cash value of such policy
immediately prior to the change in control, excluding surrender
charges. All other material provisions of the split dollar and
deferred bonus agreements remain unchanged.
AUDIT
COMMITTEE AND AUDIT RELATED INFORMATION
Audit
Committee Report
The agenda of the Audit Committee is established by the Chairman
of the Audit Committee. During 2009, at each of its meetings,
the Audit Committee met with senior members of the financial
management team. Members of the Audit Committee had private
executive sessions, as appropriate, at its meetings, with
MasTecs independent registered public accounting firm for
the purpose of discussing financial management, accounting and
internal control issues.
The Audit Committee also discussed with the independent auditors
the matters required to be reviewed by Statement on Auditing
Standards No. 61 (Communications with Audit Committees), as
amended, and received the written disclosures and the letter
from the independent auditors required by applicable
requirements of the Public Company Accounting Oversight Board
regarding the independent auditors communications with the
Audit Committee. The Audit Committee reviewed and discussed with
the independent auditors their independence from MasTec. In
connection with discussions regarding independence, the Audit
Committee also considered with the independent auditors whether
the provision of non-audit services by independent auditors to
MasTec is compatible with the auditors independence.
The Audit Committee has reviewed the audited financial
statements contained in the Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009 with our
management, including a discussion of the accounting principles,
the reasonableness of judgments and estimates, the clarity of
disclosure in the financial statements and the conformity of the
consolidated financial statements of MasTec with generally
accepted accounting principles. In performing its functions, the
Audit Committee acts in an oversight capacity. The Audit
Committee relies on the work and assurances of MasTecs
management, which has the primary responsibility for the
financial statements and reports, and of the independent
registered public accounting firm, who, in their report, express
an opinion on the conformity of our annual financial statements
to generally accepted accounting principles. In reliance on
these reviews and discussions, and the report of the independent
auditors, the Audit Committee has recommended to the Board of
Directors and the Board of Directors has approved, the audited
financial statements included in MasTecs Annual Report on
Form 10-K
for the year ended December 31, 2009.
Frank E.
Jaumot, Chairman
Ernst N. Csiszar
John Van Heuvenlen
Independent
Public Accountants
Our Audit Committee engaged BDO Seidman, LLP to serve as our
independent registered public accountants for the 2009 fiscal
year. A representative from BDO Seidman, LLP is expected to
attend the 2010 Annual Meeting of Shareholders and will have the
opportunity to make a statement and answer questions.
Audit
Fees
Fees for services rendered by our independent auditors, BDO
Seidman, LLP, for professional services rendered for the 2008
and 2009 audit of our annual financial statements, review of
financial statements included in quarterly reports on
Form 10-Q
in 2008 and 2009, out of pocket expenses, procedures performed
for a registration statement filing and other audit procedures
related to SEC comment letters totaled approximately
$2.2 million and $2.4 million for 2008 and 2009,
respectively.
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Audit
Related Fees
Fees for audit related services, which are services that are
reasonably related to the performance of the audit or review of
quarterly financial statements, performed by BDO Seidman, LLP
were $237,000 and $67,800 in 2008 and 2009, respectively.
Fees billed for tax services, including compliance, tax advice
and tax planning, performed by BDO Seidman, LLP in 2008 and 2009
were $6,000 and $0 respectively.
All
Other Fees
There were no fees billed for other services in 2008 and 2009 by
BDO Seidman, LLP.
Pre-approval
Policies
The Audit Committee pre-approves all auditing services and the
terms of such services (which may include providing comfort
letters in connection with securities underwritings) and
non-audit services provided by our independent auditors, but
only to the extent that the non-audit services are not
prohibited under applicable law and the Audit Committee
reasonably determines that the non-audit services do not impair
the independence of the independent auditors. The authority to
pre-approve non-audit services may be delegated to one or more
members of the Audit Committee, who present all decisions to
pre-approve an activity to the full Audit Committee at its first
meeting following such decision.
The pre-approval requirement is waived with respect to the
provision of non-audit services for MasTec if (i) the
aggregate amount of all such non-audit services provided to
MasTec constitutes not more than 5% of the total amount of
revenues paid by MasTec to its independent auditors during the
fiscal year in which such non-audit services were provided,
(ii) such services were not recognized at the time of the
engagement to be non-audit services, and (iii) such
services are promptly brought to the attention of the Audit
Committee or by one or more of its members to whom authority to
grant such approvals has been delegated by the Audit Committee.
The Audit Committee has considered and determined that the
provision of the non-audit services described above is
compatible with maintaining the auditors independence.
During 2008 and 2009, audit related services, tax services, and
all other services to be provided by BDO Seidman, LLP were
pre-approved by the Audit Committee.
PROPOSAL 2:
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
AUDITORS
The Audit Committee has selected and appointed the firm of BDO
Seidman LLP to act as our independent registered public
accounting firm for the 2010 fiscal year. BDO Seidman LLP was
our independent auditor for the fiscal year ended
December 31, 2009. Although ratification is not required by
our bylaws or otherwise, the Board of Directors is submitting
the appointment of BDO Seidman LLP to our shareholders for
ratification as a matter of good corporate practice. If the
appointment is not ratified, the Audit Committee will
re-evaluate its appointment, taking into consideration our
shareholders vote. However, the Audit Committee is solely
responsible for the appointment and termination of our auditors
and may do so at any time in its discretion.
Proxies will be voted FOR ratification of the
appointment of BDO Seidman LLP as our independent registered
public accounting firm for the 2010 fiscal year absent contrary
instructions.
The
Board of Directors Recommends a Vote FOR
ratification of the appointment of BDO Seidman LLP as our
independent registered public accounting firm for the 2010
fiscal year.
29
OTHER
BUSINESS
Advance
Notice Procedures and Shareholders Proposals for 2011
Annual Meeting
Under our bylaws, no business, may be brought before an annual
meeting unless it is specified in the notice of the meeting or
is otherwise brought before an annual meeting by or at the
direction of our Board of Directors or, in the case of business
other than director nominations, by a shareholder entitled to
vote who has delivered written notice as specified by our
bylaws. Under our bylaws, MasTec must receive any eligible
proposal from an eligible shareholder intended to be presented
at the 2011 Annual Meeting of Shareholders on or before
December 10, 2010 for the proposal to be properly brought
before the meeting. This same deadline also applies for any
shareholder proposal to be eligible for inclusion in our Proxy
Statement and Proxy related to that meeting. Any notice
regarding any shareholder proposal must include the information
specified in Article I, Section 9 of our bylaws. If a
shareholder fails to comply with Article I, Section 9
of our bylaws or notifies MasTec after December 10, 2010 of
an intent to present any proposal at MasTecs 2011 Annual
Meeting of Shareholders, irrespective of whether the shareholder
is seeking to include the proposal in the Companys Proxy
Statement and Proxy, the proposal will not be considered
properly brought before the meeting. A copy of our bylaw
requirements will be provided upon written request to: MasTec
Legal Department, 800 S. Douglas Road,
12th Floor, Coral Gables, Florida, 33134.
Availability
of Annual Report on
Form 10-K
Copies of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009 (without
exhibits or documents incorporated by reference therein), are
available without charge to shareholders upon written request to
MasTec Legal Department, 800 S. Douglas Road,
12th Floor, Coral Gables, Florida, 33134, by calling
(305) 599-1800
or via the Internet at www.mastec .com.
Other
Matters that May Come Before the Annual Meeting
The Board of Directors does not intend to present, and knows of
no others who intend to present, at the Annual Meeting any
matter or business other than that set forth in the accompanying
Notice of Annual Meeting of Shareholders. If other matters are
properly brought before the Annual Meeting, it is the intention
of the persons named in the proxy to vote any proxies on such
matters in accordance with their judgment.
We request that you promptly request a proxy card to sign,
date, and return or vote your proxy over the telephone or
through the Internet so that your vote will be included at the
meeting.
Alberto de Cardenas, Secretary
Coral Gables, Florida
April 9, 2010
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MasTec, Inc.
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ANNUAL MEETING OF MASTEC, INC.
The 2010 Annual Meeting
of Shareholders of MasTec, Inc. will be held on Thursday,
May 27, 2010
at 9:30 a.m. local time, at the Douglas Entrance Building, South Tower, located at 806 S. Douglas
Road, the 10th Floor, Royal Poinciana Conference Room, Coral Gables, Florida 33134. At
the Annual Meeting, shareholders will be asked to vote on the following proposals:
Please make your marks like this: x Use dark black pencil or pen only
Board of Directors Recommends a Vote FOR proposals 1 and 2.
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The nominees for Class III Directors to serve until the 2013 Annual Meeting of Shareholders are: |
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01 Robert J. Dwyer 03 Jose S. Sorzano
02 Frank E. Jaumot |
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Vote For All Nominees
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Withhold Vote From All Nominees
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*Vote For All Except |
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INSTRUCTIONS: To withhold authority to vote for any
nominee, mark the Exception box and write the number(s)
in the space provided to the right. |
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Abstain |
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Ratification of the appointment of BDO Seidman LLP
as MasTecs independent registered public accounting
firm for the 2010 fiscal year. |
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NOTE: The proxies are also authorized to vote in accordance
with the recommendation of MasTecs Board of Directors on
any other matter properly brought before the Annual Meeting
or any adjournments or postponements thereof.
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To attend the meeting and vote your shares in person, please mark this box. |
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Authorized Signatures - This section must be completed for your Instructions to be executed. |
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Please Sign Here |
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Please Date Above |
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Please Sign Here |
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Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy,
all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.
MasTec, Inc.
Annual Meeting of MasTec, Inc.
to be held on Thursday, May 27, 2010
for Holders as of March 19, 2010
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INTERNET |
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TELEPHONE 866-390-5386 |
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Go To |
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www.proxypush.com/mtz |
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Cast your vote online. |
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Use any touch-tone telephone. |
View Meeting Documents. |
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Have your Voting Instruction Form ready. |
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Follow the simple recorded instructions. |
MAIL
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Mark, sign and date your Voting Instruction Form. |
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Detach your Voting Instruction Form. |
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Return your Voting Instruction Form in the
postage-paid envelope provided. |
By signing the proxy, you revoke all prior proxies and appoint Alberto de Cardenas and Cristina
Canales, and each of them acting in the absence of the other, with full power of substitution to
vote your shares on matters shown on the Voting Instruction form and any other matters that may
come before the Annual Meeting and all adjournments.
All
votes must be received by 5:00 P.M., Eastern Time, May 26,
2010.
All votes for the 401(K) participants must be received by 5:00 P.M.,
Eastern Time, May 24, 2010
PROXY TABULATOR FOR
MasTec, Inc.
P.O. Box 8016
CARY, NC 27512-9903
EVENT #
CLIENT #
OFFICE #
PROXY
FOR 2010 ANNUAL MEETING OF SHAREHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS OF MASTEC, INC.
The undersigned hereby constitutes and appoints Alberto de Cardenas and Cristina Canales
(the Proxies), or any one of them, each with full power of substitution, attorneys and proxies
for the undersigned, to vote all shares of common stock of MasTec, Inc. (MasTec) that the
undersigned would be entitled to vote at the 2010 Annual Meeting of Shareholders to be held
at the Douglas Entrance Building, South Tower, located at 806 S. Douglas Road, the
10th Floor,
Royal Poinciana Conference Room, Coral Gables, Florida 33134 at 9:30 a.m. on Thursday,
May 27, 2010, or any adjournments or postponements thereof, on all matters properly coming
before the Annual Meeting, including, but not limited to, the matters stated on the reverse side.
If shares of MasTec common stock are issued to or held for the account of the undersigned
under the MasTec 401(k) Retirement Plan (the Plan), then the undersigned hereby directs
the Trustee of the Plan to vote all shares of MasTec common stock in the undersigneds name
and/or account under the Plan in accordance with the instructions given herein, at the Annual
Meeting and at any adjournments or postponements thereof, on all matters properly coming
before the Annual Meeting, including, but not limited to, the matters stated on the reverse side.
ANY PROPER PROXY RECEIVED BY MASTEC AS TO WHICH NO CHOICE HAS BEEN
INDICATED WILL BE VOTED BY THE PROXIES FOR ALL THE NOMINEES SET FORTH
ON THE REVERSE SIDE, FOR THE RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN LLP AS MASTECS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2010 FISCAL YEAR AND IN ACCORDANCE WITH
THE RECOMMENDATION OF MASTECS BOARD OF DIRECTORS ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF
YOUR PROXY CANNOT BE VOTED UNLESS YOU SIGN, DATE AND RETURN THIS CARD OR FOLLOW THE INSTRUCTIONS FOR
INTERNET OR TELEPHONE VOTING SET FORTH ON THE REVERSE SIDE.
This proxy is revocable and will be voted as directed.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)