SEC Form DEF 14A filed by Valmont Industries Inc.

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 ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Valmont Industries, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING

Items of Business:

PROXY STATEMENT SUMMARY

TIME AND PLACE OF THE ANNUAL MEETING

MEETING AGENDA

HOW TO VOTE

We encourage you to vote at your earliest convenience, by one of the following means, before the Annual Meeting

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By visiting proxyvote.com on the Internet through your computer or mobile device,

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By calling 1-800-579-1639, or

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By signing, dating and returning your proxy card, if you receive your proxy materials by mail.

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PLEASED VOTE AS SOON AS POSSIBLE, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING.

2025 Proxy Statement 1

 

PROXY STATEMENT

2 2025 Proxy Statement

Certain Shareholders

The following table sets forth, as of March 3, 2025, the number of shares beneficially owned by (i) persons known to the Company to be beneficial owners of more than 5% of the Company’s outstanding common stock, (ii) executive officers named in the summary compensation table, (iii) directors, and (iv) all directors and executive officers as a group.

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(1)

Includes shares which the executive officers have, or within 60 days of March 3, 2025 will have, the right to acquire through the exercise of stock options, as follows:

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Ms. Caplan was appointed to the board of directors on October 27, 2024. Mr. Liguori was appointed Executive Vice President and Chief Financial Officer on August 22, 2024, and holds 1,477 restricted stock units and 2,899 stock options vesting in annual installments over three years from grant dates.

(2)

Unless otherwise indicated, beneficial ownership of any named individual does not exceed 1% of the outstanding shares of common stock.

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(3)

Based on a Form 13F filed by BlackRock, Inc. with the Securities and Exchange Commission on February 7, 2025.

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(4)

Based on a Form 13F filed by The Vanguard Group with the Securities and Exchange Commission on February 11, 2025.

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(5)

Based on a Form 13F filed by Neuberger Berman Group LLC with the Securities and Exchange Commission on February 13, 2025.

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(6)

Does not include 250,000 shares owned by the Robert B. Daugherty Foundation over which Mr. Bay shares voting power.

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2025 Proxy Statement 3

Item 1: Board of Directors and Election of Directors

The Company’s board of directors is currently composed of eleven members. The board is divided into three classes and each class serves for three years on a staggered term basis.

Four directors have terms of office that expire at the Annual Meeting: Directors den Daas, Milliken, Paglia and Caplan. Three individuals have been nominated by the board of directors, upon recommendation of the Governance and Nominating Committee, for re- election to three-year terms, Directors Milliken, Paglia and Caplan.

Mr. den Daas has reached retirement age and will retire at the Annual Meeting. The board will then be composed of ten members.

Six directors have joined the board since June 2015. Three directors who were identified by an independent third party search firm joined the board since 2020.

The Company bylaws provide that directors are elected by the affirmative vote of a majority of the votes cast with respect to the director at the meeting, unless the number of nominees exceeds the number of directors to be elected (a contested election), in which case directors will be elected by the vote of a plurality of the shares present and entitled to vote at the meeting. If an incumbent director receives a greater number of votes “withheld” than “for”, the director is required to promptly tender his or her resignation to the board. The Governance and Nominating Committee will consider the tendered resignation and recommend to the board whether to accept or reject the resignation or whether other action should be taken. The board will act on the tendered resignation and publicly disclose its decision within 90 days from the certification of the election results. The director who tenders his or her resignation will not participate in the Committee’s recommendation or the board action regarding whether to accept or reject the tendered resignation.

The Company’s policy on director retirement, as expressed in the Corporate Governance Principles, provides that a director will not be nominated to a new term if he or she would be over age 75 at the time of election.

The shares represented by the enclosed proxy will be voted for the election of the nominees named above. In the event any of such nominees becomes unavailable for election, the proxy holders will have discretionary authority to vote the proxies for a substitute. The board of directors has no reason to believe that any such nominee will be unavailable to serve.

The following discussion provides information about the three nominees, and the seven directors whose terms expire in 2026 and 2027, including ages, years of service, business experience, and service on other boards of directors within the past five years. Information is also provided concerning each person’s specific experience, qualifications, attributes or skills that led the board to conclude that the person should serve as a director of the Company.

NOMINEES FOR ELECTION

​	DIRECTOR SINCE: December 2011	​
​	BOARD COMMITTEES: Governance and Nominating Committee (Chair) Audit Committee	​

4 2025 Proxy Statement

Item 1: Board of Directors and Election of Directors

​	DIRECTOR SINCE: February 2012	​
​	LEAD DIRECTOR BOARD COMMITTEES: Human Resources Committee Audit Committee	​

​	DIRECTOR SINCE: October 2024	​
​	BOARD COMMITTEES: Human Resources Committee	​

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES

2025 Proxy Statement 5

Item 1: Board of Directors and Election of Directors

CONTINUING DIRECTORS — TERMS EXPIRE 2027

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DIRECTOR SINCE: July 2023

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​	DIRECTOR SINCE: December 2005	​
​	BOARD COMMITTEES: Human Resource Committee (Chair) Audit Committee	​

​	DIRECTOR SINCE: June 2015	​
​	BOARD COMMITTEES: Governance and Nominating Committee	​

6 2025 Proxy Statement

Item 1: Board of Directors and Election of Directors

​	DIRECTOR SINCE: September 2020	​
​	BOARD COMMITTEES: Human Resources Committee	​

CONTINUING DIRECTORS — TERMS EXPIRE 2026

​	DIRECTOR SINCE: October 1993	​
​	CHAIRMAN OF THE BOARD	​

2025 Proxy Statement 7

Item 1: Board of Directors and Election of Directors

​	DIRECTOR SINCE: September 2020	​
​	BOARD COMMITTEES: Audit Committee Governance and Nominating Committee	​

​	DIRECTOR SINCE: October 2019	​
​	BOARD COMMITTEES: Human Resources Committee	​

8 2025 Proxy Statement

Item 1: Board of Directors and Election of Directors

BOARD OF DIRECTORS DIVERSITY

The following diversity matrix applies to ten members of our board of directors following the Annual Meeting.

BOARD OF DIRECTORS SKILLS AND EXPERIENCE

The following matrix provides information regarding the ten members of our Board following the Annual Meeting, including certain types of knowledge, skills and experience possessed by one or more or our directors, which our Board believes are relevant to our business and industry. The matrix does not encompass all of the knowledge, skills and experience of our directors.

Information technology experience includes management background experience in the areas of information technology policy in governance, risk management, assessment, evaluation, architecture and engineering, or planning. Technology/R&D experience includes management experience in various technologies and related development activities.

2025 Proxy Statement 9

Item 1: Board of Directors and Election of Directors

BOARD COMMITTEES

The Board has the following standing committees: Audit; Human Resources; and Governance and Nominating.

AUDIT COMMITTEE

The current members of the Audit Committee are directors den Daas (Chair), Neary, Paglia, Milliken and Favre. Following the retirement of Mr. den Daas in April 2025, Ms. Favre will become Chair of the Committee. All members of the Audit Committee are independent within the meaning of the Company’s Corporate Governance Principles and the listing standards of the NYSE. The board has determined that all members of the Audit Committee are qualified as audit committee financial experts within the meaning of SEC regulations. The Audit Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company’s website at investors.valmont.com. The 2024 report of the Audit Committee is included in this proxy statement.

The Audit Committee met six times during 2024. The Audit Committee assists the board by reviewing the integrity of the financial statements of the Company; the qualifications, independence and performance of the Company’s independent auditors and internal auditing department; and compliance by the Company with legal and regulatory requirements. The Committee also oversees the Company’s risk with respect to operational, compliance and financial matters including legal, insurance, information technology and cybersecurity matters. The Audit Committee has sole authority to retain, compensate, oversee and terminate the independent auditor. The Audit Committee reviews the Company’s annual audited financial statements, quarterly financial statements, and filings with the Securities and Exchange Commission.

The Audit Committee reviews reports on various matters, including critical accounting policies of the Company, significant changes in the Company’s selection or application of accounting principles, and the Company’s internal control processes. The Audit Committee pre-approves all audit and non-audit services performed by the independent auditor. The Audit Committee has a written policy with respect to its review and approval or ratification of transactions between the Company and a director, executive officer or related person. The Audit Committee reviews and approves or disapproves any material related person transaction, i.e., a transaction in which the Company is a participant, the amount involved exceeds $120,000, and a director, executive officer or related person has a direct or indirect material interest. The Audit Committee reports to the board of directors any such material related person transaction that it approves or does not approve.

HUMAN RESOURCES COMMITTEE

The current members of the Human Resources Committee are directors Neary (Chair), Paglia, Lanoha, Robinson-Berry and Caplan. All members of the Human Resources Committee are independent within the meaning of the Company’s Corporate Governance Principles and the listing standards of the NYSE. The Human Resources Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company’s website at investors.valmont.com. The report of the Human Resources Committee is included in this proxy statement.

The Human Resources Committee met four times during 2024. The Human Resources Committee assists the board in fulfilling its responsibilities relating to compensation of the Company’s directors, executive officers, corporate officers and other selected employees. The Committee has responsibility for reviewing, evaluating and approving compensation plans, policies and programs for such persons. The Committee oversees the Company’s risk with respect to human capital resources and compensation matters; the Committee also oversees and receives reports on labor practices, human rights policies, employee health and safety, and employee diversity and inclusion. The Human Resources Committee annually reviews and approves corporate goals and objectives for the chief executive officer’s compensation and evaluates the chief executive officer’s performance in light of those goals and objectives. The Human Resources Committee, together with the other independent directors, determines the chief executive officer’s compensation. The Committee also approves incentive compensation plans and equity-based plans for executive officers and other selected employees. The Committee reviews the Company’s management level organization and programs for management development and succession planning and reviews reports from management on human resources topics as determined by the Committee. The Human Resources Committee has established stock ownership and retention guidelines for company officers, which are described in this proxy statement in Corporate Governance — Governance Actions. The board, upon recommendation of the Human Resources Committee, has established stock ownership guidelines for Company directors, which are described in this proxy statement in Corporate Governance — Governance Actions.

The Human Resources Committee has the authority to retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Committee has engaged the services of Frederic W. Cook & Co., Inc. (FW Cook), a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company’s executive compensation program. FW Cook performs services solely on behalf of the Committee and does not perform any services for the Company. The Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Committee.

10 2025 Proxy Statement

Item 1: Board of Directors and Election of Directors

GOVERNANCE AND NOMINATING COMMITTEE

The current members of the Governance and Nominating Committee are directors Milliken (Chair), Freye, den Daas and Favre. All members of the Governance and Nominating Committee are independent within the meaning of the Company’s Corporate Governance Principles and the listing standards of the NYSE. The Governance and Nominating Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company’s website at investors.valmont.com.

The Governance and Nominating Committee met four times during 2024. The Governance and Nominating Committee assists the board by (1) recommending to the board corporate governance principles for the Company, (2) identifying qualified candidates for membership on the board, proposing to the board a slate of directors for election by the shareholders at each annual meeting, and proposing to the board candidates to fill vacancies on the board, (3) overseeing the Company’s risk with respect to governance structure and related matters, including shareholder engagement, (4) overseeing environmental, health and safety and social risks and (5) overseeing sustainability matters, including climate change, energy management, water standards and carbon management. The Committee was delegated during 2024 oversight duties previously performed by the ESG Committee. The Committee oversees Board leadership, succession, onboarding and education. The Committee coordinates the annual self-evaluation by the directors of the board’s performance, the CEO’s performance and the annual performance evaluation by each committee of the board. The Committee oversees the Company’s process for consideration of nominees to the Company’s board of directors. The process is described in Director Nomination Process.

2025 Proxy Statement 11

Governance, Human Capital and Sustainability Highlights

The board of directors has oversight responsibility for risks affecting the Company. The Board has delegated risk oversight with respect to operational, compliance and financial matters, including legal, insurance, cybersecurity and information technology risk, to the Audit Committee. The Board has delegated risk oversight with respect to compensation matters and human capital resource matters to the Human Resources Committee; the Committee also oversees and reviews Company reports on labor practices, human rights policies, employee health and safety, and employee diversity and inclusion. The Board has delegated risk oversight with respect to governance structure related matters, including shareholder engagement, to the Governance and Nominating Committee; the Committee oversees board leadership, succession, onboarding and education. The Board has delegated oversight of policies and operational controls of environmental, health and safety, and social risks to the Governance and Nominating Committee; the Committee also oversees sustainability matters including climate change, energy management, water standards and carbon management.

CORPORATE GOVERNANCE HIGHLIGHTS

DIRECTOR INDEPENDENCE AND BOARD LEADERSHIP

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Nine of the ten directors serving after the annual meeting are independent.

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All Board committees are fully independent.

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Lead independent director presides at executive sessions of the independent directors.

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BOARD REFRESHMENT & DIVERSITY

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Five directors have joined the Board since October 2019.

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There is an established retirement age for directors.

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Four directors are women, including one African American and one who self-identifies as Asian. Of the directors serving after the annual meeting, two directors were born outside of the United States and two currently have non-U.S. citizenship or dual citizenship.

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GOVERNANCE BEST PRACTICES

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The Board has established a majority voting system for the election of directors.

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Directors and executive officers are required to hold shares at multiples of their retainer or salaries.

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Our executive clawback policy provides for the recovery of erroneously awarded equity compensation following a financial restatement due to material noncompliance with financial reporting requirements.

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We have a broader compensation recoupment policy applicable to employees in the event of financial restatements due to fraud.

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Directors, executive officers and corporate officers are prohibited from engaging in pledging or hedging of Company stock.

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HUMAN CAPITAL RESOURCES HIGHLIGHTS

WORKFORCE AND POLICIES

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The Human Resources Committee receives periodic reports on workforce profile; recruiting, retention, advancement and compensation; and employee wellbeing and engagement, safety and health and welfare benefits.

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Our Code of Business Conduct, published on our website at investors.valmont.com, is provided to help each Valmont employee do the right thing. The Code is our guide to what customers, suppliers, colleagues, shareholders and communities expect of us, and ultimately, what we expect of ourselves which is to act responsibly and to treat each other fairly and with respect.

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There are approximately 6,340 employees in the United States and approximately 4,600 employees outside the United States.

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Our Human Rights Policy, published on our website at investors.valmont.com, requires equal opportunity and fair treatment. The Policy prohibits discrimination on the basis of age, race, disability, ethnicity, marital or family status, origin, religion, gender, sexual orientation, veteran status or gender identity.

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12 2025 Proxy Statement

Governance, Human Capital and Sustainability Highlights

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Our Political Contributions Policy prohibits the use of Company funds for political purposes.

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There is an international whistleblower system implemented for all global employees.

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RECRUITMENT, RETENTION AND ADVANCEMENT

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Our compensation program provides competitive base salaries, annual performance-based incentives for many employees, and annual equity grants to over 300 employees. Employees and their families are offered a comprehensive total well-being benefits package to ensure their personal and family’s overall wellness needs are met including emotional health support, medical and dental insurance, paid time off, employer paid life insurance and short term and long term disability, retirement plans, and voluntary programs like tobacco cessation, Type 2 diabetes reversal, cardiovascular monitoring, mortgage services, home and auto insurance and health coaching.

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All qualified applicants receive consideration for employment. The Company receives over 58,000 applications for over 2,000 open positions each year. During 2024, approximately 40% of all open positions were filled from within or referred from current employees.

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The Board of Directors annually reviews high performing and high potential talent, diverse talent and a succession plan for critical roles.

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SAFETY

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We are committed to creating a culture where a healthy and safe workplace is recognized by everyone as essential to our success.

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The Human Resource Committee receives periodic safety reports, including total recordable incident rates and lost time incident rates within Valmont. The Company reported in 2024 a 29% reduction in total recordable incident rates since 2022 and a 20% reduction in lost time incident rates since 2022.

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Valmont has a service called WorkCare Incident Intervention to help improve the health and safety of our employees in the United States. This service provides immediate and ongoing support to employees who have been involved in a workplace incident and includes a team of trained professionals and an incident management system.

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We have implemented a Health and Safety Playbook globally to ensure all operations adhere to health and safety standards. The Playbook outlines Valmont activities and policies specific to life saving initiatives, occupational health, and business continuity. The Playbook is designed to lead to a reduction in workplace incidents and injuries, and improve compliance with applicable regulations.

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SUSTAINABILITY HIGHLIGHTS

OVERVIEW

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CEO Applbaum statement:

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Valmont is committed to innovate, engineer and manufacture sustainable solutions to increase climate resilience by addressing food insecurity, providing stronger infrastructure and enabling the delivery of reliable energy sources. Our commitment to conserving resources and improving life is deeply integrated into our business model, not only supporting our employees, the communities in which we operate, our customers and the planet, but also ensuring the long-term success and resilience of our business.

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Valmont’s sustainability disclosures, include our Sustainability Report, which contains a Sustainability Annex, EEO-1 Report, SASB Disclosure Report, GRI Report, and TCFD Disclosure. Our Sustainability White Paper and Climate White Paper are published on our website at valmont.com/sustainability. We also publish data on our website relating to energy consumption, water usage, waste and greenhouse gas emissions.

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Valmont’s sustainability initiative was launched in 2015, with measurements focused on electricity, hazardous and non-hazardous waste, combustion fuel, and water usage.

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In 2020, Valmont added a climate change statement to our website, reported on Scope I emissions and the Company’s carbon footprint. The Company also began an electric vehicle program, collected Scope II emissions data, and assessed global combustion fuel goals.

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In 2023, we extended our LED lighting goal (“90/90” program) by one year and report that 90% of our manufacturing facilities have achieved 90% LED lighting transition globally.

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The Company has published the following 2025 sustainability goals on our website: ten percent reduction in carbon emissions, ongoing efforts to reduce normalized electricity usage, nineteen percent reduction in global combustion fuel mobile source emissions and one hundred percent of Valmont’s global manufacturing facilities to adopt low-flow water fixtures for non-production areas; all based on a 2018 baseline.

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2025 Proxy Statement 13

Governance, Human Capital and Sustainability Highlights

OPERATIONS

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We strive to improve our use of raw materials, energy and water in the manufacture of our products and provision of our services, and we work to reduce emissions, discharges and wastes generated by our operations.

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Our solar energy and infrastructure products play an important role in the transition to a clean energy economy.

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Our lighting, transportation and sign structures products support community safety efforts, the decongestion of traffic flows and reduction of auto emissions.

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Our wireless communication products help bring reliable high-speed broadband connectivity to both rural and urban areas.

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Our irrigation systems and technology solutions promote the efficient use of water worldwide.

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Our coatings process extends the lifespan of steel structures, allowing for increased protection from weather events and less maintenance throughout the life of the structure.

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The Daugherty Water for Food Global Institute, initially funded by Valmont’s founder Robert B. Daugherty, is organized to improve water management in agriculture and food systems to ensure sustainable food and water security in the face of population increases and a changing climate.

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CLIMATE CHANGE

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We believe our electricity distribution infrastructure products, solar products, and irrigation systems for the efficient use of water for agriculture have resiliency and positively prepare for and respond to the effects of climate change.

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The Board receives quarterly reports by the business leadership teams which include information on innovation required to existing products and/or development of new products to withstand changing climate conditions and extreme weather events and changes in product preferences due to climate change.

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The Board receives quarterly reports with respect to sustainability goals and initiatives, including climate change reports and communications.

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INFORMATION TECHNOLOGY AND CYBERSECURITY

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Our information security program covers a range of cybersecurity activities with a primary objective of protecting and maintaining the confidentiality, integrity and availability of information for our business and customers. The program and our systems are designed to identify and mitigate information security risks and data privacy breaches.

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The Audit Committee receives regular reports on Valmont’s risk and compliance with respect to information technology, cybersecurity data privacy and segregation of duty performance.

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Valmont measures its security performance against the ISO 27001 Framework and Enterprise Risk Management strategies.

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Risk mitigation processes include cybersecurity incident response plan, security awareness training, cybersecurity risk assessment, third party partnerships for threat intelligence, incidence response / escalation and attack surface monitoring.

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Valmont has not experienced a material information security breach in the past three years.

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14 2025 Proxy Statement

Corporate Governance

Valmont is committed to having strong corporate governance principles. The board of directors believes such principles are essential to the effective operation of Valmont’s businesses and to maintaining Valmont’s integrity in the marketplace.

OVERVIEW

The board of directors has adopted corporate governance principles which are set out in the Investor Relations section of the Company’s website at investors.valmont.com. The following corporate governance documents also appear on the Company’s website and these documents and the Company’s Corporate Governance Principles are available in print to any shareholder upon request to the Corporate Secretary:

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Code of Business Conduct

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Code of Ethics for Senior Officers

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Audit Committee Charter

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Human Resources Committee Charter

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Governance and Nominating Committee Charter

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Procedures for bringing concerns or complaints to the attention of the Audit Committee

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The board met five times over eight days during 2024. All directors attended at least 75% of all board meetings and all meetings of Committees on which the director served. Directors are encouraged to attend the annual shareholders’ meeting and all Company directors attended the 2024 annual shareholders’ meeting. The board of directors periodically reviews the Corporate Governance Principles and any changes are communicated to shareholders by posting them on the Company’s website.

BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

The board’s leadership structure in 2024 consisted of a Non-Executive Chairman and a Lead Director. Mr. Bay became Non-Executive Chairman in 2019. All board members have substantial business experience and all board members, with the exception of the Chief Executive Officer, are independent within the meaning of the Company’s corporate governance principles and the NYSE Listing Standards. The Company’s independent directors meet in executive session without management present at every board meeting. The Chief Executive Officer periodically updates the board on succession planning for key officers and the board reviews CEO succession planning in detail annually.

The board has established the position of Lead Director. The position is currently filled by independent director Catherine James Paglia. The lead director presides at executive sessions of the independent directors, approves director meeting agendas, has the ability to call meetings of the independent directors, reviews the membership of board committees, and serves as a liaison between the independent directors and the Chief Executive Officer. Interested parties who wish to contact the board of directors or the lead director may communicate through the Lead Director by writing to: Lead Director of Valmont Board of Directors, Valmont Industries, Inc., 15000 Valmont Plaza, Suite 202, Omaha, Nebraska 68154.

The board has oversight responsibility for risks affecting the Company. The board has delegated risk oversight with respect to operational, compliance and financial matters including legal, insurance, information technology and cybersecurity risk to the Audit Committee. The board has delegated risk oversight with respect to human capital resources and compensation matters and labor practices, human rights policies, employee health and safety, and employee diversity and inclusion to the Human Resources Committee. The board has delegated risk oversight with respect to governance structure related matters and shareholder engagement, and board leadership, succession, onboarding and education to the Governance and Nominating Committee. The board has delegated risk oversight of policies and operational controls of environmental, health and safety, and social risks, and oversight of sustainability matters, including climate change, energy management, water standards and carbon management, to the Governance and Nominating Committee.

GOVERNANCE ACTIONS

The board of directors and board committees have taken a number of corporate governance actions. The more significant actions include:

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The board of directors has approved bylaws which adopt a majority voting system for the election of directors.

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The board of directors has adopted director stock ownership guidelines. The guidelines provide that directors should own Valmont common stock with a value at least equal to five times the director’s annual retainer. Directors have five years after joining the board to meet the guidelines.

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2025 Proxy Statement 15

Corporate Governance

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The board of directors has adopted stock ownership and retention guidelines for senior management. The guidelines require an equity position having a value of 6.0 times base salary for the Chief Executive Officer, 2.5 times base salary for the Chief Financial Officer, Executive Vice Presidents, and Group Presidents, 1.5 times base salary for Senior Vice Presidents, and 1.0 times base salary for other corporate officers. The officers are required to retain 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines have been attained and maintained. The Company also has a policy prohibiting stock hedging and stock pledges applicable to directors and officers.

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The board of directors has adopted a written clawback policy pursuant to SEC and NYSE rules applicable to executive officers. The policy provides for the recovery of incentive based compensation awarded to current and former executive officers that is received in a three-year period preceding a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under securities laws.

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The board of directors has adopted a broader compensation recoupment policy applicable to any employee who receives incentive awards. The policy generally provides that if Valmont is required to restate its financial statements, due to material noncompliance with any financial reporting requirements, the board of directors may require reimbursement of all or any part of any cash or stock award based on an incentive plan that relates to the performance of Valmont, if the employee engaged in certain conduct which caused or contributed to the need for the restatement. The board of directors has the right to apply the recoupment policy in all cases to the Chief Executive Officer, Chief Financial Officer and Group President (if the conduct occurred in the Group) if an employee engaged in the designated conduct.

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The Human Resources Committee has engaged FW Cook as its independent executive compensation consulting firm. The Company does not engage FW Cook for any services beyond their support of the Human Resources Committee.

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The board of directors has adopted an insider trading policy. A copy is filed with the 2024 Form 10-K. The policy prohibits directors, officers and employees from trading in Company securities when in possession of material nonpublic information and requires Company insiders to trade during quarterly trading window periods and to pre-clear transactions. As provided in the policy, from time to time, Valmont may engage in transactions in its own securities. Valmont’s policy is to comply with all applicable securities and state laws (including appropriate approvals by the Valmont Board of Directors) when engaging in transactions in Valmont securities. Valmont purchases its securities pursuant to the board-authorized share repurchase program either during quarterly trading windows established for Valmont insiders or pursuant to written trading plans complying with SEC Rule 10b5-1.

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The Company does not have a Shareholder Rights Plan.

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BOARD INDEPENDENCE

The board of directors is composed of a substantial majority of independent directors. The board has established independence standards for Valmont’s directors. These standards are set forth below and are contained in the Company’s Corporate Governance Principles and follow the director independence standards established by the New York Stock Exchange:

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A director will not be independent if, within the preceding three years (1) the director was employed by Valmont or an immediate family member of the director was an executive officer of Valmont, (2) a Valmont executive officer was on the compensation committee of the board of directors of a company which employed the Valmont director as an executive officer or which employed an immediate family member of the director as an executive officer, or (3) the director or the director’s immediate family member received more than $120,000 during any twelve-month period in direct compensation from Valmont (other than director and committee fees).

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A director will not be independent if (1) the director is an executive officer or an employee, or the director’s immediate family member is an executive officer, of another company and (2) the other company made payments to, or received payments from, Valmont for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of either (i) such other company’s consolidated gross revenues or (ii) Valmont’s consolidated gross revenues.

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A director will not be independent if (1) the director or an immediate family member is a current partner of Valmont’s independent auditor, (2) the director is an employee of Valmont’s independent auditor, (3) the director has an immediate family member who is a current employee of Valmont’s independent auditor who personally works on Valmont’s audit, or (4) the director or an immediate family member was within the last three years a partner or employee of Valmont’s independent auditor and personally worked on Valmont’s audit within that time.

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16 2025 Proxy Statement

Corporate Governance

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Tax-exempt organizations to which Valmont makes contributions shall not be considered “companies” for purposes of these independence standards. However, Valmont will disclose in its annual proxy statement any such contribution which it makes to a tax-exempt organization in which a director serves as an employed executive officer if, within the preceding three years, contributions in any fiscal year exceeded the greater of $1,000,000 or 2% of such tax-exempt organization’s consolidated gross revenues.

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For relationships not covered by the foregoing standards, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who satisfy the above independence standards. The board’s determination of each director’s independence is disclosed annually in the Company’s proxy statement.

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The board has determined that all directors except Mr. Applbaum (the Company’s Chief Executive Officer) have no material relationship with the Company and are independent within the meaning of the Company’s Corporate Governance Principles and the NYSE listing standards. The Directors determined that purchases from a subsidiary of Peter Kiewit Sons’ Inc. (a construction company with in excess of $16 billion revenue) were in the ordinary course of business and immaterial.

DIRECTOR NOMINATION PROCESS

The Governance and Nominating Committee considers candidates for board membership suggested by its members and other board members, as well as management and shareholders. The Committee may also retain a third-party executive search firm to identify candidates from time to time. A shareholder who wishes to recommend a prospective nominee for board membership should notify the Company’s Corporate Secretary in writing at least 120 days before the annual shareholder meeting at which directors are to be elected and include whatever support material the shareholder considers appropriate. The Governance and Nominating Committee will also consider nominations by a shareholder pursuant to the provisions of the Company’s bylaws relating to shareholder nominations as described in Shareholder Proposals. In 2020, the Committee retained the services of an independent director search firm which resulted in the addition of Joan Robinson-Berry and Ritu Favre to the Board in 2020 and Deborah Caplan in 2024.

The Governance and Nominating Committee makes an initial determination as to whether to conduct a full evaluation of the candidate once it has identified a prospective nominee. This initial determination is based on whatever information is provided to the Committee as well as other information available to or obtained by the Committee. The preliminary determination is based primarily on the need for additional board members to fill vacancies or expand the size of the board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the Committee determines that additional consideration is warranted, it may request a third-party search firm or other third parties to gather additional information about the prospective nominee.

The Committee evaluates each prospective nominee in light of the standards and qualifications set out in the Company’s Corporate Governance Principles, including:

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Background, including demonstrated high standards of ethics and integrity, the ability to have sufficient time to effectively carry out the duties of a director, and the ability to represent all shareholders and not a particular interest group.

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Board skill needs, taking into account the experience of current board members, the candidate’s ability to work in a collaborative culture with other board members, and the candidate’s qualifications as independent and qualifications to serve on the Audit Committee, Human Resources Committee, and/or Governance and Nominating Committee.

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Diversity, including gender, race and national origin.

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Both domestic and international business experience, which should reflect a broad experience at the policy-making level in business, government or education.

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The Committee also considers such other relevant factors as it deems appropriate. In connection with the evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, one or more members of the Committee interview prospective nominees, by telephone, video or in person. After completing this evaluation process, the Committee makes a recommendation to the full board as to the persons who should be nominated by the board, and the board determines the nominees after considering the recommendations of the Committee. The Committee assesses the effectiveness of its policies in determining nominees for director as part of its annual performance evaluation.

2025 Proxy Statement 17

Compensation Discussion and Analysis

GENERAL

The following compensation discussion and analysis provides information which the Human Resources Committee of the board of directors (the Committee) believes is relevant to an assessment and understanding of Valmont’s executive compensation programs. This discussion should be read in conjunction with these sections of the proxy statement: (1) the summary compensation table and related tables, (2) the Committee information in the corporate governance section and (3) the compensation summary in the advisory vote on executive compensation section.

SAY-ON-PAY VOTE

Valmont conducted its first advisory vote on executive compensation in April 2011. The compensation resolution has passed with at least 95% of the vote in each year, including 95.5% in 2024. Valmont’s shareholders in April 2023 cast 97.0% of their votes in favor of an annual frequency say-on-pay vote. The board of directors and the Committee considered these results in determining compensation policies and decisions, and determined to hold annual say-on-pay votes and, based on the significant level of shareholder support, to continue the current compensation objectives, strategies, processes and practices described below.

COMPENSATION OBJECTIVES AND STRATEGIES

Valmont’s executive compensation programs, policies and practices are approved by the Committee. The compensation programs apply to executive officers and to certain key employees who are not executive officers. The programs specifically apply to the executive officers listed in the summary compensation table (named executive officers).

The Committee has engaged FW Cook as the Committee’s independent executive compensation consultant. FW Cook reports directly to the Committee and provides advice to the Committee on the structure and amounts of executive and non-employee director compensation. FW Cook provides no other services to the Company.

COMPENSATION PROCESSES AND PRACTICES

The Committee follows certain processes and practices in connection with the structure and implementation of executive compensation plans.

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The elements of target total compensation are reviewed annually against general industry survey data and a peer group developed by FW Cook and approved by the Committee. The Committee uses the survey data and peer group information to assess the competitiveness of target compensation levels and pay mix for the CEO, CFO and other executives.

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18 2025 Proxy Statement

Compensation Discussion and Analysis

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The Company has used as its primary benchmark surveys based on market data provided by FW Cook adjusted to provide market compensation levels for companies within a range of Valmont’s annual revenues. For 2024 compensation established in December 2023 (for 2024 base salaries) and February 2024 (for 2024 incentive plans), the Committee used a national general industry survey of approximately 500 companies. The survey data was size-adjusted to Valmont’s 2023 revenues of approximately $4.2 billion. The competitive medians referenced below for base salary, target annual incentives and target long-term incentives are the competitive medians based on the survey data.

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For 2025 compensation established by the Committee in December 2024 (for 2025 base salaries) and February 2025 (for 2025 incentive plans), the Committee again used a national general industry survey provided by FW Cook of approximately 500 companies. Similarly, the survey data was size-adjusted to Valmont’s 2024 revenues of approximately $4.1 billion.

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The Committee also used a peer group developed by FW Cook as a supplemental benchmark of CEO and CFO target pay levels. FW Cook advised that, due to differences in the jobs of the individuals reported in the proxies of the peer group companies, consistent and reliable comparable compensation information was available only for the CEO and CFO. The peer group for 2024 compensation consisted of the following seventeen companies:

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The Company’s revenues ($4.1 billion for 2024) approximated the median of the peer group (also $4.1 billion).

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The Committee also reviews a tally sheet with respect to the total compensation (target and actual) of each named executive officer and each group president. The Committee utilizes tally sheets as a reference point to ensure that the Committee has a comprehensive picture of the compensation paid and payable to each executive officer. The Committee uses market data provided by FW Cook as one of the primary factors in executive compensation decisions and the tally sheets are not determinative with respect to any particular element of compensation.

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The compensation programs provide for both cash and equity elements. Base salary and annual incentives are paid in cash. Long-term incentives for the 2022-2024 and subsequent long-term plans consisted of Company performance share units (“PSUs”) payable in Valmont stock. Stock options and restricted stock units (“RSUs”) are settled in equity.

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The Committee determines the mix of cash and equity compensation. The Committee has no pre-established policy for the allocation between either cash and equity or short-term and long-term incentive compensation and uses the market data provided by FW Cook to inform the appropriate level of each compensation program element. The Committee believes that a majority of an executive’s overall compensation opportunity should be incentive-based.

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The structure of all incentive compensation plans is reviewed periodically to assure their linkage to the current strategies, objectives and performance goals.

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The Committee’s policy is to establish base salary, target annual incentives and long-term incentive grant values with targets at or near the competitive median level and potential payouts of incentives up to 200% of target when performance significantly exceeds targets. The annual incentive and long-term incentive targets are established for each executive officer by using a percentage of base salary that is generally aligned with the competitive market median for the executive. There are no material differences in compensation policies with respect to individual executive officers.

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Executive compensation generally produces ordinary income to the executive and a corresponding tax deduction for Valmont, except for amounts deferred under Valmont’s qualified and related nonqualified plans, amounts subject to future vesting, and amounts related to stock awards which are subject to special accounting and tax provisions. Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain officers. Consequently, compensation paid to certain officers in excess of $1 million may not be deductible.

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ELEMENTS OF COMPENSATION.

Valmont’s executive compensation is based on three components, each of which is intended to support the overall compensation philosophy.

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The three components are base salary, annual performance incentives, and long-term performance incentives (which consist of equity incentives). For 2024, base salary accounted for approximately 18.6% of the total target annualized compensation of the ongoing named executive officers and incentive compensation accounted for approximately 77.3% of such total compensation.

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2025 Proxy Statement 19

Compensation Discussion and Analysis

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Valmont’s executive officers do not have employment agreements.

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Valmont’s executive officers do not have agreements providing for special payments in the event of a termination of employment or a change-of-control of Valmont. Valmont’s 2022 Stock Plan provides for accelerated vesting of non-vested amounts in the event of an involuntary termination following a change-of-control. See Potential Payments Upon Termination or Change-in-Control.

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Valmont does not have a pension plan. Valmont’s executive officers do participate in its 401(k) Plan and also participate in the related non-qualified supplemental benefit plan.

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Valmont does not maintain a perquisite program for its executive officers. Amounts relating to the limited use of Company aircraft for personal travel are included in the summary compensation table.

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Valmont has an executive compensation recoupment policy covering cash and equity described on page 12. The policy is broader than the SEC-required Policy for the Recovery of Erroneously Awarded Compensation.

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Valmont has policies prohibiting hedging and pledging of Company stock by directors and officers.

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2024 EXECUTIVE LEADERSHIP CHANGES

On August 22, 2024, Thomas Liguori joined Valmont as Executive Vice President and Chief Financial Officer. Mr. Francis who had served as Valmont’s Interim Chief Financial Officer since July 11, 2023 continues as Chief Accounting Officer. The Committee approved compensation for Mr. Liguori as follows: (i) base salary of $650,000 per year. (ii) annual short-term incentive target bonus at 80% of base salary, prorated for 2024, (iii) target long-term performance incentives at 80% of base salary with participation in the 2023-2025 and 2024-2026 long-term incentive plans, prorated from his start date, (iv) participation in the stock element of Valmont’s long-term incentive plans, with eligibility for a grant in December 2024 with a target value of 160% of base salary, (v) participation in Valmont’s non-qualified deferred compensation plan, VERSP 401(k) plan, health and welfare benefit plans, (vi) a new hire equity grant for equity replacement award of $160,000 in restricted unit stock units as of his start date, with three-year tiered vesting, and (vii) a relocation package.

On June 7, 2024, Valmont entered into a separation agreement with Aaron Schapper specifying the terms of his separation, determined by the Committee to be without cause, and transition of his duties and responsibilities. Pursuant to the agreement, Mr. Schapper remained in the employ of Valmont to provide certain consulting services as requested until December 28, 2024. He agreed to confidentiality, cooperation and restrictive covenants as provided in the agreement. In consideration of the foregoing he continued to receive his base salary and health benefits until the end of his employment. Subject to conditions in the agreement, he received (i) cash severance according to Valmont’s general severance policy, equal to 20 weeks of his base salary plus one week for each year of his service (13 weeks), (ii) his previously awarded time-vesting RSUs and stock options continue on the grant date terms to vest while he was employed (until December 28, 2024), and (iii) he continued to participate at his previously granted performance award levels on the grant date terms in Valmont’s 2024 short-term incentive plan and on a prorated basis (to December 28, 2024) in the 2022-2024, 2023-2025 and 2024-2026 long-term incentive plans and certain of his performance-based RSUs. His time-vesting RSUs, stock options and PSUs that were not vested by December 28, 2024 were forfeited.

On August 30, 2024, Valmont entered into a separation agreement with T. Mitchell Parnell specifying the terms of his separation, determined by the Committee to be without cause, and transition of his duties and responsibilities. Pursuant to the agreement, Mr. Parnell remained in the employ of Valmont to provide certain consulting services as requested until January 3, 2025. He agreed to confidentiality, cooperation and restrictive covenants as provided in the agreement. In consideration of the foregoing he continued to receive his base salary and health benefits until the end of his employment. Subject to conditions in the agreement, he received (i) cash severance according to Valmont’s general severance policy, equal to 20 weeks of his base salary plus one week for each year of his service (7 weeks), (ii) his previously awarded time-vesting RSUs and stock options continue on the grant date terms to vest while he was employed (until January 3, 2025), and (iii) he continued to participate at his previously granted performance award levels on the grant date terms in Valmont’s 2024 short-term incentive plan and on a prorated basis (to December 28, 2024) in the 2022-2024, 2023-2025 and 2024-2026 long-term incentive plans and 50% ($500,000) of a 2024-2025 special performance incentive. His time-vesting RSUs, stock options and PSUs that were not vested by January 3, 2025 were forfeited.

2024 COMPENSATION PROGRAM ELEMENTS

BASE SALARY

Base salary is targeted at the competitive median level. Competitive median levels for 2024 were provided by FW Cook based on national general survey data which was the primary market reference point. Base salary is intended to compensate the executive for satisfying the requirements of the position. Salaries for executive officers and other key employees are reviewed by the Committee on an annual basis and may be changed based on the individual’s performance or a change in competitive pay levels in the marketplace.

20 2025 Proxy Statement

Compensation Discussion and Analysis

The Committee reviews with the Chief Executive Officer an annual salary plan for the Company’s executive officers and other key employees (other than the Chief Executive Officer). The annual salary plan is developed by the Company’s Human Resources staff, under the ultimate direction of the Chief Executive Officer, and is based on national surveys of companies with similar characteristics and on performance judgments as to the past and expected future contributions of the individual executive. The salary plan is modified as deemed appropriate and approved by the Committee. The Committee reviews and establishes the base salary of the Chief Executive Officer based on competitive compensation data provided by FW Cook using data for similar sized companies and the Committee’s assessment of his past performance, his leadership in establishing performance standards in the conduct of the Company’s business, and its expectation as to his future contribution in directing the long-term success of the Company and its businesses.

The Committee continued the Company’s combined matching contribution under the Valmont Employees Retirement Savings Plan (a 401(k) plan) and related Restoration Plan (a non-qualified plan in place since 2002 designed to restore benefits otherwise limited by IRS regulations). The Company’s contributions to such plans for 2024 compensation (4.5% of covered compensation) for the named executive officers (which matched the amounts contributed by such executive officers) are set forth in the Non-Qualified Deferred Compensation table.

Based on the factors described above, the Committee in December 2023 reviewed the base salaries of executive officers for 2024. The base salary for Mr. Applbaum was increased 7% to $1,106,000 and Mr. Parnell’s base salary was increased 18% to $508,000 based in part on his efforts in connection with the CEO transition. The base salaries for Messrs. Schapper, Donahue, Massey and Francis and Ms. Larkin were each increased 3.5% to $749,174, $621,000, $416,303, $408,655 and $452,088, respectively. In connection with his appointment as CFO in August 2024, Mr. Liguori’s base salary was set at $650,000.

The Committee reviewed executive base salaries for 2025 in December 2024 based on the same factors described above. The base salaries for Messrs. Applbaum, Liguori, Donahue, Massey, Francis and Ms. Larkin were each increased 3.5%.

ANNUAL INCENTIVES

The Company’s short-term incentives for 2024 were established by the Committee. The Committee determined annual incentives for 2024 for corporate-level participants were based 75% on net earnings improvement and 25% on revenue growth, and for Infrastructure segment and Agriculture segment participants were based 75% on the respective segments EBIT performance and 25% on corporate net earnings improvement. Annual incentives are targeted at the competitive median level as provided by FW Cook. For 2024, each named executive officer’s annual incentive opportunity ranged from 0% to 200% of the target, depending on the level of achievement of the Company’s performance goals. For named executive officers’ 2024 annual incentives, a target incentive was established ranging from 40% to 110% of base salary, and performance goals were set based on net earnings and revenue growth results.

2024 TARGET ANNUAL INCENTIVES — PERCENTAGE OF BASE SALARY

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Prorated from start date as CFO.

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A minimum threshold level of performance had to be attained before any incentive was earned by an executive officer. Payout under the plan to any executive officer was capped at two times the target incentive. Participants, thresholds and specific performance levels are established by the Committee at the beginning of each fiscal year. The Committee may also award discretionary non-incentive-based bonuses to an executive officer to recognize exceptional performance in a particular year. No discretionary awards were made to named executive officers with respect to performance in the last three years.

The Committee approved in February 2024 participation, including executive officers, in the short-term incentive program for 2024. Each performance measure operates independently. The Committee established the measures below to be used for the incentive threshold (payout at 50% of target), target incentive (payout at target), stretch incentive (payout at 150% of target) and maximum incentive (payout at 200% of target) for both 2024 net earnings improvement and 2024 revenue growth, and for 2024 Infrastructure segment and Agriculture segment

2025 Proxy Statement 21

Compensation Discussion and Analysis

adjusted EBIT results. Payouts are linearly interpolated for performance between threshold/target and target/maximum performance levels. There is no payout for each metric for performance below threshold.

CORPORATE NET EARNINGS

(75% weight for corporate executives, 25% weight for Mr. Schapper and Mr. Donahue)

REVENUE

(25% weight for corporate executives)

INFRASTRUCTURE ADJUSTED EBIT

(75% weight for Mr. Donahue)

AGRICULTURE ADJUSTED EBIT

(75% weight for Mr. Schapper)

The threshold, target and maximum amounts for revenue growth represent total revenue numbers. The 2024 corporate net earnings were $348.3 million, which resulted in net earnings performance at 183.3% of target. The 2024 revenue was $4.075 billion which resulted in performance at 86.1% of target. The combination of the two factors resulted in an annual incentive payout for the named executive officers (other than Mr. Schapper and Mr. Donahue) at 159.0% of target for 2024. Infrastructure Adjusted EBIT and Agriculture Adjusted EBIT are each calculated by excluding from their operating incomes reported in the segment note to the company’s audited financial statements, other non-operational income/expense, typically gains and losses from foreign currency. The Infrastructure Adjusted EBIT performance for 2024 of $490.2 million resulting in performance of 200.0% of target, which when coupled with the Company net earnings performance resulted in an annual incentive payout for Mr. Donahue at 195.8% of target for 2024. The Agriculture Adjusted EBIT performance for 2024 of $137.6 million resulting in performance of 87.1% of target, which coupled with Company net earnings performance resulted in annual incentive payout for Mr. Schapper at 111.2% of target for 2024.

22 2025 Proxy Statement

Compensation Discussion and Analysis

Based on the 2024 results, annual incentive payouts for 2024 were as follows:

2024 ANNUAL INCENTIVES ($)

The annual incentive payouts, expressed as a percentage of target, for the prior eight fiscal years, was as follows:

The Committee approved in July 2024 a performance incentive of $150,000 for Mr. Francis based on providing timely chief accounting officer services and transition services in connection with the appointment of the new chief financial officer. Mr. Francis met the performance objectives and earned the incentive. The Committee approved in February 2024 performances incentives for Mr. Parnell of $500,000 for each of 2024 and 2025 based on executive succession planning and hiring, and management performance system implementation and operation. Mr. Parnell met the performance objectives for 2024 and earned the 2024 incentive and did not receive the 2025 incentive.

LONG-TERM PERFORMANCE INCENTIVES

Long-term performance incentives for senior management in 2024 were provided in two ways: through the long-term performance share program, and through equity awards, each granted under the shareholder approved 2022 Stock Plan. Both long-term performance incentive programs (long-term performance share plan and equity awards) are targeted at competitive median levels. Competitive median levels are provided by FW Cook. For the three-year award cycle ended in 2024, each named executive officer’s long-term incentive opportunity under the performance share program ranged from 0% to 200% of the targeted incentive, depending on the level of achievement of the Company’s performance goals.

The current long-term performance share programs operate on three-year award cycles. The Committee selects participants, establishes target awards, and determines a performance matrix. The Committee in February 2022 approved the performance matrixes for the award cycle ending in 2024 to encourage both the effective use of the Company’s capital and the growth of its earnings, and consequently the matrix was based on average return on invested capital or “ROIC” and cumulative compound operating income growth or “OIG”, weighted 70% ROIC and 30% OIG, at the beginning of the award cycle. Each performance measure operates independently. The Committee established the following performance measures for ROIC and OIG for the award cycle ending in 2024:

2025 Proxy Statement 23

Compensation Discussion and Analysis

The Committee in February 2022 selected the participants, including executive officers, for participation in the three-year award cycle ending in 2024. Targets for the 2022-2024 award cycle were established based on a predetermined percentage ranging from 40% to 90% of base salary, which amount was converted to PSUs valued at the Company’s stock price at the beginning of the performance period (which for the 2022-2024 performance period was a thirty-day average of $248.75). The percentage of base salary for the named executive officers was:

The performance matrix provides for the potential payouts to be increased or decreased in number based on greater or lesser levels of performance. Earned PSUs are issued at the end of the performance period, the value of payouts may be higher or lower based on the Company’s stock price performance during the award cycle. Performance incentives are generally forfeited if a participant leaves the Company before the end of the performance cycle. Prorated awards may be earned based on performance results in the event of death, disability, normal retirement, termination of employment without cause one year after grant, or a change in control. Earned PSUs are capped at two times the target number of PSUs. The Committee approves the number of PSUs to be paid following a review of results at the end of each performance cycle. Awards are paid in shares of common stock.

Based on the above described ROIC and OIG performance goals established by the Committee, the Company’s three-year average ROIC on an adjusted basis was 14.56% and the three-year cumulative compound adjusted operating income growth was 18.10%, resulting in PSUs earned for the 2022-2024 period at 200% of target. The Company’s calculation of return on invested capital for the three years is on page 30 of the 2024 Form 10-K. The 2022 adjusted operating income (GAAP operating income of $433.2 million increased by (i) $6.6 million Prospera intangible asset amortization, and (ii) $9.9 million Prospera share compensation, and reduced by (iii) $2.7 million deferred compensation expense) was $447.0 million. The 2023 adjusted operating income (GAAP operating income of $291 million increased by (i) $176 million pre-tax impairment of long-lived assets and organizational realignment expenses, (ii) $5.4 million of other pre-tax non-recurring expenses and (iii) $10.9 million Prospera pre-tax intangible asset amortization and Prospera share compensation) was $483.3 million. There were no adjustments to 2024 operating income.

The Company’s stock price during the performance period increased from a start date 30 day average of $248.75 to $306.54 which increased the value of the earned PSUs. The 2022-2024 long-term incentives were paid in Company common stock. Long-term plan shares were earned by the named executive officers as follows:

2022-2024 EARNED LONG-TERM INCENTIVES

24 2025 Proxy Statement

Compensation Discussion and Analysis

The long-term incentive earnouts, expressed as a percentage of target, for the three-year periods ending in the eight prior fiscal years, was as follows:

Mr. Schapper and Mr. Parnell participated in the 2023-2025 and 2024-2026 long-term incentive plans until December 28, 2024 and received on a prorated basis 2,065 and 1,793 shares respectively for Mr. Schapper and 821 and 809 shares for Mr. Parnell respectively, under the plans based on the projected level of achievement as determined by the Committee in February 2025.

In February 2024, the Committee selected the participants and established the performance goals for the 2024-2026 award cycle; the performance goals for the cycle ending in 2026 are again based on a combination of growth in operating income and return on invested capital weighted 70% to ROIC and 30% to OIG, with each metric independently weighted. Targets were established for named executive officers based on a percentage of base salary ranging from 50% to 207.5% and performance targets established at 14.4% average ROIC and 10% OIG growth. Any 2024-2026 long term incentive award will be paid in shares of common stock.

STOCK INCENTIVES AND OWNERSHIP GUIDELINES

The board of directors, upon recommendation of the Committee, has established stock ownership and retention guidelines for senior management. The guidelines require an equity position (shares owned and restricted share units held) having a value of 6.0 times base salary for the Chief Executive Officer, 2.5 times base salary for the Chief Financial Officer, Executive Vice Presidents and Group Presidents, 1.5 times base salary for senior vice presidents and 1.0 times base salary for other corporate officers. The officers are required to retain 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines have been attained and maintained. All ongoing named executive officers currently meet the targets using the closing stock price on the March 3, 2025 record date with the exception of Mr. Liguori who joined the Company in 2024.

Long-term stock incentives are provided through grants of stock options and RSUs to executive officers and other key employees pursuant to the shareholder approved 2018 Stock Plan and 2022 Stock Plan. The stock component of compensation is intended to retain and motivate employees to improve long-term shareholder value. Such grants for executive officers were in 2022, 2023 and 2024 made at the regularly scheduled Committee meeting in December of each year as part of the compensation for the upcoming year. Stock options are exercisable at the market value on the date of grant and have value only if the Company’s stock price increases. Stock options granted during 2024 vest beginning on the first anniversary of the grant in equal amounts over three years and expire ten years after the date of grant.

Employees must be employed by the Company at the time of vesting in order to exercise the options. Options granted in 2024 also vest on death, disability and involuntary termination following a change-of-control. If an employee retires after age 62 (with five years of service), options continue to vest and be exercisable according to the original terms. The Company’s stock plans prohibit repricing. RSUs granted during 2024 vest in no less than three equal installments beginning on the first anniversary of the grant; the units also vest on death, disability and involuntary termination following a change-of-control, and vesting is prorated if an employee retires after age 62 (with five years of service) or for an involuntary termination one year after grant.

The Committee establishes the number and terms of the options and RSUs granted under the stock plans. The Committee established the terms and provisions of such equity grants based on industry standards as provided to the Committee by its independent compensation consultant. The Committee established the number of options and RSUs to each executive officer so that the aggregate long-term incentive compensation would be targeted at competitive median levels. The value used in determining the number of stock options granted to each executive officer was computed based on the Company’s estimate of the options’ fair value at the time of grant, using the valuation assumptions described in the following sentence. The fair value of the options granted are reflected in the Summary Compensation Table as computed with subsequently refined assumptions in accordance with FASB Accounting Standards Codification Topic 718, which is described in footnote 11 to the Company’s consolidated financial statements. The Committee encourages executives to build a substantial ownership investment in the Company’s common stock. The table on page 3 reflects the ownership position of the directors and executive officers at March 3, 2025. Outstanding performance by an individual executive officer is recognized through larger equity grants. The Committee, in determining grants of

2025 Proxy Statement 25

Compensation Discussion and Analysis

equity under the stock plans, also reviews and considers the executive’s history of retaining shares previously obtained through the exercise of prior options and restricted stock grants. In December 2024, stock options and/or RSUs were granted to named executive officers with a fair market value of a percentage of base salary as follows:

The amounts were established so that aggregate long-term incentive compensation would be targeted at competitive median levels. Competitive median levels are provided by FW Cook based on the primary benchmark national general industry survey data.

The Committee granted options for an aggregate of 25,548 shares and 45,433 RSUs, for an aggregate of 70,981 shares, to a total of 311 employees in December 2024, including options and RSUs to named executive officers as described below. The Committee granted 5,265 RSUs to directors in April 2024.

The Committee determined that the annual equity grants to the executive officers should be 50% stock options and 50% RSUs (on a value basis), to reflect current market practices as determined by FW Cook. In December 2024, the Committee granted the following stock options and RSUs to the named executive officers:

DECEMBER 2024 STOCK GRANTS

The option grants and restricted stock unit grants vest in equal installments over three years; the options have a ten-year term. The Committee determined that such grants were appropriate long-term incentives, based on market data and the Committee’s review of each executive’s performance. Mr. Schapper and Mr. Parnell entered into separation agreements in 2024 and did not receive option grants or RSUs.

In December 2024, Mr. Donahue was granted an award of 1,810 RSUs as a retention incentive, vesting in three equal installments commencing in December 2025, with any unvested tier of the award forfeited in the event of his voluntary or involuntary termination.

The Committee believes that the programs described above provide compensation that is competitive with comparable companies, link executive and shareholder interests and provide the basis for the Company to attract and retain qualified executives. The Committee will continue to monitor the relationship among executive compensation, the Company’s performance, and shareholder value.

HEDGING AND PLEDGING POLICY

Valmont’s policy prohibiting directors and officers from hedging or pledging Company stock has been in effect for more than ten years. The current policy prohibits hedging and pledging transactions by directors, executive officers, corporate officers and group presidents with respect to any Valmont equity securities held directly or indirectly by such persons. Hedges are any transactions designed to hedge or offset any decrease in the market value of Valmont equity securities. Such transactions include short-sales, prepaid variable forward contracts, equity swaps, collars, and exchanges.

COMPENSATION RISK ASSESSMENT

The Human Resources Committee in February 2025 conducted a risk assessment of the Company’s compensation programs which was reviewed by its independent compensation consultant. The Committee determined that the risks arising from the Company’s compensation

26 2025 Proxy Statement

Compensation Discussion and Analysis

policies and practices are not reasonably likely to have a material adverse effect on the Company. The Committee believes the programs are designed to promote long-term value creation and do not motivate imprudent risk taking. The Company sets performance goals that are reasonable in light of past performance and market conditions. The annual and long-term incentive plans for executives and senior management use an aggregate of three or more company-wide and segment performance metrics which provide for sliding scale incentives rather than an all-or- nothing approach; all such incentives have thresholds before they are paid and all are capped. The long-term incentives, consisting of PSUs, stock options and RSUs, have a three-year performance period or vesting period and consequently the value to executives varies with the Company’s stock price over the period. The Company has a stock retention policy which requires retention of 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until stock ownership guidelines are met. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company has an executive clawback policy for the recovery of erroneously awarded incentive compensation following a financial restatement due to material noncompliance with financial reporting requirements. The Company has a broader compensation recoupment policy applicable to employees in the event of financial restatements due to fraud. The Company also has policies which prohibit the hedging or pledging of Company stock by directors and officers.

2025 Proxy Statement 27

Human Resources Committee Report

The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement.

HUMAN RESOURCES COMMITTEE

Daniel P. Neary, Chairman
Catherine James Paglia
Richard Lanoha
Joan Robinson-Berry
Deborah H. Caplan

28 2025 Proxy Statement

Pay Ratio Information

We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer (CEO) for our fiscal year 2024 . The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with applicable securities regulations.

For our fiscal year ended December 28, 2024:

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The median of the annual total compensation of all employees of our company (other than our CEO) was $52,361.

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The annual total compensation of our CEO as reported in the Summary Compensation Table was $7,639,710.

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Based on this information, for 2024 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 145.9 to 1.

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To identify the median of the annual total compensation of all our employees, we selected September 30, 2022 as the date for data gathering to identify the median employee because it enabled us to make such determination in a reasonably efficient and economical manner. We used the total cash compensation (base salary, cash bonuses and cash incentives) of all employees globally as reflected in payroll records. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.

We used the same median employee as we did in 2022 and 2023. There were no changes in employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure.

Once we identified our median employee, we combined all elements of such employee’s compensation for 2024 to arrive at such employee’s total compensation in the same manner as we arrived at our CEO’s total compensation as set forth in the Summary Compensation Table.

2025 Proxy Statement 29

Executive Compensation

SUMMARY COMPENSATION TABLE

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(1)

Stock awards granted to named executive officers consists of the grant date fair value of  (1) PSUs granted in February 2024 (based on the target award amount) and (2) RSUs granted in December 2024. The maximum award value, if earned (exclusive of increases in performance share value based on increases in the Company’s stock price) would be two times the amounts shown in this column for the PSUs. See Compensation Discussion and Analysis for a description of these awards and footnote 11 to the Company’s consolidated financial statements.

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(2)

Option awards reflects the aggregate grant date fair value of stock options computed in accordance with FASB Accounting Standards Codification Topic 718. See footnote 11 to the Company’s consolidated financial statements for the assumptions used in the valuation of these awards. The exercise price of options granted in December 2024 to the named executive officers was $331.47.

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(3)

Non-equity incentive plan compensation reflects amounts earned under 2024 annual incentives. Includes a $150,000 special performance incentive for Mr. Francis and $500,000 special performance incentive for Mr. Parnell. See 2024 Compensation Program Elements — Annual Incentives.

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(4)

All Other Compensation of  $110,859 for Mr. Applbaum, $7,350 for Mr. Donahue, $38,925 for Ms. Larkin, $24,146 for Mr. Massey, $24,156 for Mr. Francis, $16,789 for Mr. Schapper and $21,465 for Mr. Parnell, reflects amounts contributed by the Company to its 401(k) plan and related supplemental benefit plan, which matches the amounts contributed in 2024 by executive officers in accordance with plan provisions; such Company contributions are 4.5% of the executive officer’s salary, bonus and incentives that are paid in cash. Contributions to the supplemental benefit plan are based on cash compensation, a majority of which is performance based and variable and is paid only if performance levels are met. All other Compensation for Mr. Applbaum includes $79,904 with respect to personal use of Company aircraft based on the Company’s variable operating cost. All Other Compensation for Mr. Liguori includes $34,424 for relocation expenses. All Other Compensation for Mr. Schapper and Mr. Parnell includes $475,437 and $263,769 respectively in severance paid, see 2024 Executive Leadership Changes in Compensation Discussion and Analysis.

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30 2025 Proxy Statement

Executive Compensation

(5)

On August 22, 2024, the Valmont board of directors named Mr. Liguori as Executive Vice President and Chief Financial Officer. Mr. Francis had served as Interim Chief Financial Officer from July 2023 and continues as Chief Accounting Officer. Pursuant to their respective separation agreements, Mr. Schapper and Mr. Parnell agreed to remain in the employ of Valmont to provide transition and consulting services as requested until December 28, 2024 and January 3, 2025 respectively. The following equity awards to Mr. Schapper did not vest by December 28, 2024 and were forfeited: (i) 6,999 RSUs, (ii) 4,672 options, (iii) 653 PSUs under the three-year plan ending 2025 and (iv) 2,032 PSUs under the three-year plan ending 2026. The following equity awards to Mr. Parnell did not vest by January 3, 2025 and were forfeited: (i) 585 RSUs, (ii) 2,234 options, (iii) 260 PSUs under the three-year plan ending 2025 and (iv) 918 PSUs under the three-year plan ending 2026. See Compensation Discussion and Analysis.

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(6)

Mr. Massey and Mr. Liguori became named executive officers in 2024, Mr. Francis and Mr. Donahue became named executive officers in 2023.

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GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024

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(1)

Non-equity incentive awards were made with respect to the Company’s 2024 annual incentive plan. Equity incentive plan awards represent PSUs under the Company’s 2024-2026 long-term incentive plan and also 2023-2025 long-term plan for Mr. Liguori. See Compensation Discussion and Analysis for a description of the plans. PSUs, option awards and restricted stock unit awards are made under the shareholder-approved 2022 Stock Plan.

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(2)

See footnote 11 to the Company’s consolidated financial statements for the assumptions used in valuing these awards.

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2025 Proxy Statement 31

Executive Compensation

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END