MASTEC INC

Note 9 –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, 2024, there were approximately 4,416,000 shares available for future grant.

Non-cash stock-based compensation expense under all plans totaled approximately $32.7 million, $33.3 million and $27.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. Income tax benefits associated with stock-based compensation arrangements totaled $7.6 million, $17.3 million and $5.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, including net tax benefits related to the vesting of share-based payment awards totaling approximately $1.5 million, $11.0 million and $0.9 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 (the “market price”) on the date of grant. During the restriction period, holders of restricted stock awards are entitled to vote the shares. As of December 31, 2024, total unearned compensation related to restricted shares was approximately $37.6 million, which amount is expected to be recognized over a weighted average period of approximately 1.7 years. The fair value of restricted shares that vested, which is based on the market price on the date of vesting, totaled approximately $37.2 million, $98.4 million and $19.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(a) Includes 1,000 restricted stock units as of both December 31, 2024 and 2023, and 2,150 restricted stock units as of December 31, 2022.

Employee Stock Purchase Plans. For the years ended December 31, 2024, 2023 and 2022,95,374 shares,119,450 shares and 112,341 shares, respectively, were purchased by participants under the Company’s ESPPs for $8.2 million, $8.5 million and $7.4 million, respectively, which shares were delivered with shares reacquired by the Company on the open market. For both the years ended December 31, 2024 and 2023, compensation expense associated with the Company’s ESPPs totaled approximately $1.5 million, and for the year ended December 31, 2022, such compensation expense totaled approximately $1.3 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, 2024, 2023 and 2022, matching contributions totaled approximately $35.3 million, $36.1 million and $30.2 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 $29.0 million and $26.0 million as of December 31, 2024 and 2023, respectively. Total deferred compensation plan liabilities, which are included within other long-term liabilities in the consolidated balance sheets, totaled $35.4 million and $32.7 million as of December 31, 2024 and 2023, respectively.