MASTEC INCMTZ
MASTEC INC Stock Compensation Disclosure
Stock-Based Compensation and Other Employee Benefit Plans
The Company’s stock-based compensation plans, under which shares of the Company’s common stock are reserved for issuance, include: the MasTec, Inc. Amended and Restated 2013 Incentive Compensation Plan (as amended from time to time, the “2013 Incentive Plan”), the MasTec, Inc. Amended and Restated Bargaining Units Employee Stock Purchase Plan (the “2013 Bargaining Units ESPP”) and the MasTec, Inc. Amended and Restated 2011 Employee Stock Purchase Plan (the “2011 ESPP,” and, together with the 2013 Bargaining Units ESPP, the “ESPPs”). In May 2024, MasTec’s shareholders approved amendments to the 2013 Incentive Plan and the 2011 ESPP, which included the authorization to issue an additional 1,200,000 shares under the 2013 Incentive Plan and 1,000,000 shares under the 2011 ESPP. The 2013 Incentive Plan permits a total of approximately 9,741,000 shares of the Company’s common stock to be issued. Under the Company’s ESPPs, shares of the Company’s common stock are available for purchase by eligible participants, which collectively permit the issuance of up to 4,000,000 new shares of MasTec, Inc. common stock. Under all stock-based compensation plans in effect as of December 31, 2025, there were approximately 3,994,000 shares available for future grants.
Non-cash stock-based compensation expense under all plans totaled approximately $34.0 million, $32.7 million and $33.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. Income tax benefits associated with stock-based compensation arrangements totaled approximately $14.7 million, $7.6 million and $17.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, including net tax benefits related to the vesting of share-based payment awards totaling approximately $8.8 million, $1.5 million and $11.0 million, respectively.
Restricted Shares
MasTec grants restricted stock awards and restricted stock units (together, “restricted shares”) to eligible participants, which are valued based on the closing market share price of MasTec common stock on the date of grant. During the restriction period, holders of restricted stock awards are entitled to vote the shares. As of December 31, 2025, total unearned compensation related to restricted shares was approximately $45.8 million, which amount is expected to be recognized over a weighted average period of approximately 1.9 years. The fair value of restricted shares that vested totaled approximately $73.1 million, $37.2 million and $98.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Activity, restricted shares: (a) | Restricted Shares | Per Share Weighted Average Grant Date Fair Value | |||||||||
| Non-vested restricted shares, as of December 31, 2023 | 1,505,996 | $ | 71.35 | ||||||||
| Granted | 268,117 | 90.90 | |||||||||
| Vested | (344,304) | 88.76 | |||||||||
| Canceled/forfeited | (298,789) | 53.22 | |||||||||
| Non-vested restricted shares, as of December 31, 2024 | 1,131,020 | $ | 75.48 | ||||||||
| Granted | 386,449 | 122.25 | |||||||||
| Vested | (424,650) | 75.16 | |||||||||
| Canceled/forfeited | (54,041) | 89.95 | |||||||||
| Non-vested restricted shares, as of December 31, 2025 | 1,038,778 | $ | 92.26 | ||||||||
(a) Includes 1,000 restricted stock units as of both December 31, 2024 and 2023.
Employee Stock Purchase Plans. For the years ended December 31, 2025, 2024 and 2023, 72,278 shares, 95,374 shares and 119,450 shares, respectively, were purchased by participants under the Company’s ESPPs for $10.3 million, $8.2 million and $8.5 million, respectively, which shares were delivered with shares reacquired by the Company on the open market. For the year ended December 31, 2025, compensation expense associated with the Company’s ESPPs totaled approximately $1.8 million, and for both the years ended December 31, 2024 and 2023, such compensation expense totaled approximately $1.5 million.
401(k) Plan. MasTec has a 401(k) plan covering all eligible employees, which allows participants to contribute up to 75% of their pre-tax annual compensation to the plan, subject to certain limitations. Company contributions under the plan are based upon a percentage of the employee’s salary, subject to certain limitations as defined by the plan. During the years ended December 31, 2025, 2024 and 2023, matching contributions totaled approximately $38.1 million, $35.3 million and $36.1 million, respectively.
Deferred Compensation Plans. MasTec offers a deferred compensation plan to eligible highly compensated employees. These employees are allowed to contribute a percentage of their pre-tax annual compensation to the deferred compensation plan. The Company also offers a deferred compensation plan to its Board of Directors, under which directors may elect to defer the receipt of compensation for their services. The Company also has remaining obligations under other deferred compensation plans, primarily related to acquired companies. Total deferred compensation plan assets, which are included within other long-term assets in the consolidated balance sheets, totaled $33.7 million and $29.0 million as of December 31, 2025 and 2024, respectively. Total deferred compensation plan liabilities, which are included within other long-term liabilities in the consolidated balance sheets, totaled $36.8 million and $35.4 million as of December 31, 2025 and 2024, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2020 | Feb 25, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.