UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Place: | ||
1, 2021.
The formal meeting of shareholders will be followed by a review of Valmont's business operations and our outlook for the future. Following the meeting, you are invited to an informal reception where you can visit with the directors and officers about the activities of the Company.
I
PROXY STATEMENT SUMMARY
Voting Matters | | | Board Recommendation | | | Page | |
Election of Four Director Nominees | | | FOR | | | 5 | |
Advisory Vote on Executive Compensation | | | FOR | | | | |
Ratification of Appointment of Independent Auditors | | | FOR | | | |
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership March 1, 2021(1) | | | Percent of Class(2) | | ||||||
The Vanguard Group(3) 100 Vanguard Boulevard Malvern, PA 19355 | | | | | 1,869,972 | | | | | | 8.8% | | |
BlackRock, Inc.(4) 40 East 52nd Street New York, NY 10022 | | | | | 1,731,304 | | | | | | 8.1% | | |
Mogens C. Bay(5) | | | | | 209,660 | | | | | | 1.0% | | |
Walter Scott, Jr. | | | | | 137,734 | | | | | | | | |
Kaj den Daas | | | | | 8,978 | | | | | | | | |
Clark T. Randt, Jr. | | | | | 8,629 | | | | | | | | |
Daniel P. Neary | | | | | 21,734 | | | | | | | | |
J. B. Milliken | | | | | 7,921 | | | | | | | | |
Catherine James Paglia | | | | | 7,733 | | | | | | | | |
Theo W. Freye | | | | | 4,700 | | | | | | | | |
Richard A. Lanoha | | | | | 573 | | | | | | | | |
Ritu Favre(6) | | | | | 0 | | | | | | | | |
Joan Robinson-Berry(6) | | | | | 0 | | | | | | | | |
Stephen Kaniewski | | | | | 64,449 | | | | | | | | |
Mark C. Jaksich | | | | | 54,358 | | | | | | | | |
Avner Applbaum(6) | | | | | 327 | | | | | | | | |
Aaron M. Schapper | | | | | 12,978 | | | | | | | | |
Claudio Laterreur | | | | | 1,294 | | | | | | | | |
Diane Larkin(6) | | | | | 0 | | | | | | | | |
All Executive Officers and Directors as Group (21 persons) | | | | | 508,429 | | | | | | 2.4% | | |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership March 6, 2020(1) | Percent of Class(2) | |||||
---|---|---|---|---|---|---|---|
The Vanguard Group(3) | 1,965,036 | 9.1 | % | ||||
100 Vanguard Boulevard | |||||||
Malvern, PA 19355 | |||||||
BlackRock, Inc.(4) | 1,904,326 | 8.8 | % | ||||
40 East 52nd Street | |||||||
New York, NY 10022 | |||||||
T. Rowe Price Associates, Inc.(5) | 1,071,061 | 5.0 | % | ||||
100 E. Pratt Street | |||||||
Baltimore, MD 21202 | |||||||
Neuberger Berman Group LLC(6) | 1,067,261 | 5.0 | % | ||||
605 Third Avenue | |||||||
New York, NY 10158 | |||||||
Mogens C. Bay(7) | 302,654 | 1.4 | % | ||||
Walter Scott, Jr. | 136,587 | ||||||
Kaj den Daas | 11,678 | ||||||
Clark T. Randt, Jr. | 7,539 | ||||||
Daniel P. Neary | 20,587 | ||||||
J. B. Milliken | 6,774 | ||||||
Catherine James Paglia | 6,586 | ||||||
Theo W. Freye | 4,449 | ||||||
Donna M. Milrod | 1,247 | ||||||
Richard A. Lanoha | 0 | ||||||
Stephen Kaniewski | 68,853 | ||||||
Mark C. Jaksich | 57,842 | ||||||
Timothy P. Francis | 7,710 | ||||||
T. Mitchell Parnell | 754 | ||||||
Claudio Laterreur | 0 | ||||||
All Executive Officers and Directors as Group (18 persons) | 645,844 | 3.0 | % |
| | | Shares | ||||
| | ||||||
Mr. Kaniewski | | | | 43,167 | | | |
Mr. | | | | 8,822 | | | |
Mr. | | | | 657 | | | |
All Executive Officers and Directors as a Group | | | | 61,928 | | |
Five
elections.
Mogens C. Bay, age 71, has been non-executive Chairman of the Company since January 2019. He served as Executive Chairman of the Company during 2018. He was Chairman and Chief Executive Officer of the Company from January 1997 through December 2017, and President and Chief Executive Officer of the Company from August 1993 through December 1996. Mr. Bay previously served as a director of Peter Kiewit Sons', Inc. and of ConAgra Foods, Inc. Mr. Bay's 40 years of experience with Valmont provides an extensive knowledge of Valmont's operating companies and its lines of business, its long-term strategies and domestic and international growth opportunities. Mr. Bay has served as a director of the Company since October 1993.
Walter Scott, Jr., age 88, previously served as Chairman of the Board and President of Peter Kiewit Sons', Inc. Mr. Scott was Chairman of Level 3 Communications from 1998-2014. Mr. Scott is a director of Berkshire Hathaway, Inc. and Berkshire Hathaway Energy. He previously served as a director of Commonwealth Telephone Enterprises and Burlington Resources. Mr. Scott is a civil
| Daniel P. Neary Director Since: December 2005 Board Committees: Audit Committee Human Resource Committee (Chairman) | | | Mr. Neary, age 69, was a member of the board of directors of Mutual of Omaha (full service and multi-line provider of insurance and financial services) until retirement effective January 2021. Mr. Neary served as CEO of Mutual from 2004-2015 and as Chairman until January 2018. Mutual of Omaha’s revenues were in excess of $10 billion in 2019. He was previously President of the Group Insurance business unit of Mutual of Omaha. Mr. Neary’s training as an actuary and knowledge of the financial services industry provides valuable background for board oversight of the Company’s accounting matters. His experience in strategic development and risk assessment for the Mutual of Omaha insurance companies are well suited to membership on Valmont’s board of directors. | |
engineer with management experience of infrastructure construction operations at Kiewit. His extensive board experience provides a valuable resource of strategic and oversight input to the Valmont board of directors. He has served as a director of the Company since April 1981.
| Theo Freye Director Since: June 2015 Board Committees: Governance and Nominating Committee | | | Mr. Freye, age 71, retired in October 2014 as CEO of CLAAS KgaA, a $4.5 billion family owned agricultural machinery firm headquartered in Germany. Mr. Freye, a citizen of Germany, has more than 30 years of international machinery experience. He holds a Master’s Degree in Mechanical Engineering and a Ph.D. in Agricultural Science. His extensive international business experience and engineering background provides value to the Valmont board of directors. | |
| Stephen G. Kaniewski Director Since: January 2018 | | | Mr. Kaniewski, age 49, has been Chief Executive Officer of the Company since January 2018. He was President and Chief Operating Officer of the Company from October 2016 through December 2017. Prior to that he was Group President of Valmont’s Utility Support Structures Segment. Mr. Kaniewski joined Valmont in 2010 as Vice President, Information Technology and also has held the position of Vice President, Global Operations for the Irrigation Segment. Mr. Kaniewski’s duties in various Company operating positions provides valuable knowledge and experience of the Company’s operations and strategies. | |
| Joan Robinson-Berry Director Since: September 2020 Board Committees: Human Resources Committee | | | Ms. Robinson-Berry, age 61, retired in July 2019 as Vice President, Chief Engineer, Boeing Global Services. Ms. Robinson-Berry served as Vice President, Engineering, Boeing Global Services (2018-2019), Vice President, General Manager, Boeing South Carolina (2016-2018), and Vice President, Chief Procurement Officer, Boeing Shared Services Group (2012-2016). Ms. Robinson-Berry holds a Masters of Science in Engineering Management and Business Administration and has over 35 years of global and domestic experience in engineering, operations, supply management and program management. Ms. Robinson-Berry was responsible for product and product services safety, technical integrity and engineering for a $22 billion business unit of Boeing. Her engineering and operations experience make her well qualified as a member of Valmont’s Board of Directors. | |
Richard A. Lanoha, age 52, has been President and Chief Executive Officer of Peter Kiewit Sons' Inc. and Kiewit Corporation since January 2020. President and Chief Operating Officer of Kiewit 2016-2019. He was President of Kiewit Energy Group 2012-2016 and Executive Vice President of Kiewit Industrial Group responsible for Kiewit Energy and Kiewit Power divisions of Kiewit 2010-2012. Mr. Lanoha has management experience of infrastructure construction operations at Kiewit and his experience provides a valuable resource of strategic and oversight input to the Valmont board of directors. He has served as a director of the Company since October 2019.
Daniel P. Neary, age 68, is a member of the board of directors of Mutual of Omaha (full service and multi-line provider of insurance and financial services). Mr. Neary served as CEO of Mutual from 2004-2015 and as Chairman until January 2018. Mutual of Omaha's revenues were in excess of $7 billion in 2019. He was previously President of the Group Insurance business unit of Mutual of Omaha. Mr. Neary's training as an actuary and knowledge of the financial services industry provides valuable background for board oversight of the Company's accounting matters. His experience in strategic development and risk assessment for the Mutual of Omaha insurance companies are well suited to membership on Valmont's board of directors. Mr. Neary has been a director of the Company since December 2005.
Theo Freye, age 70, retired in October 2014 as CEO of CLAAS KgaA, a $4.5 billion family owned agricultural machinery firm headquartered in Germany. Mr. Freye, a native of Germany, has more than 30 years of international machinery experience. He holds a Master's Degree in Mechanical Engineering and a Ph.D. in Agricultural Science. His extensive international business experience and engineering background provides value to the Valmont board of directors. Mr. Freye has served as a director of the Company since June 2015.
Stephen G. Kaniewski, age 48, has been Chief Executive Officer of the Company since January 2018. He was President and Chief Operating Officer of the Company from October 2016 through December 2017. Prior to that he was Group President of Valmont's Utility Support Structures Segment. Mr. Kaniewski joined Valmont in 2010 as Vice President, Information Technology and also has held the position of Vice President, Global Operations for the Irrigation Segment. Mr. Kaniewski's duties in various Company operating positions provides valuable knowledge and experience of the Company's operations and strategies. Mr. Kaniewski has served as a director of the Company since January 2018.
| Mogens C. Bay Director Since: October 1993 Chairman of the Board | | | Mr. Bay, age 72, has been non-executive Chairman of the Company since January 2019. He served as Executive Chairman of the Company during 2018. He was Chairman and Chief Executive Officer of the Company from January 1997 through December 2017, and President and Chief Executive Officer of the Company from August 1993 through December 1996. Mr. Bay previously served as a director of Peter Kiewit Sons’, Inc. and of ConAgra Foods, Inc. Mr. Bay holds dual United States and Danish citizenship. Mr. Bay’s 40 years of experience with Valmont provides an extensive knowledge of Valmont’s operating companies and its lines of business, its long-term strategies and domestic and international growth opportunities. | |
| Walter Scott, Jr., Director Since: April 1981 Board Committees: Audit Committee (Chairman) | | | Mr. Scott, age 89, previously served as Chairman of the Board and President of Peter Kiewit Sons’, Inc. Mr. Scott was Chairman of Level 3 Communications from 1998-2014. Mr. Scott is a director of Berkshire Hathaway, Inc. and Berkshire Hathaway Energy. He previously served as a director of Commonwealth Telephone Enterprises and Burlington Resources. Mr. Scott is a civil engineer with management experience of infrastructure construction operations at Kiewit. His extensive board experience provides a valuable resource of strategic and oversight input to the Valmont board of directors. | |
| Clark T. Randt, Jr. Director Since: February 2009 Board Committees: Governance and Nominating Committee | | | Ambassador Randt, age 75, is currently President of Randt & Co. LLC (business consulting) and lived and worked in Asia for more than thirty-five years. Ambassador Randt served as the United States Ambassador to the People’s Republic of China from July 2001 to January 2009. He currently serves as a director of Qualcomm Incorporated, Wynn Resorts Ltd. and United Parcel Service, Inc. Ambassador Randt was formerly a partner with the international law firm of Shearman & Sterling in Hong Kong where he headed the firm’s China practice. Ambassador Randt is a member of the New York bar association and was admitted to the Hong Kong bar association and has over 25 years of experience in cross-border corporate and finance transactions. He is a member of the Council on Foreign Relations. His international experience and knowledge of Asian business operations and experience with U.S. investment in China serves the Company well as it expands its operations in Asia. | |
| Richard A. Lanoha Director Since: October 2019 Board Committees: Human Resources Committee | | | Mr. Lanoha, age 53, has been President and Chief Executive Officer of Peter Kiewit Sons’ Inc. and Kiewit Corporation since January 2020. He was President and Chief Operating Officer of Kiewit 2016-2019. He was President of Kiewit Energy Group 2012-2016 and Executive Vice President of Kiewit Industrial Group responsible for Kiewit Energy and Kiewit Power divisions of Kiewit 2010-2012. Kiewit’s revenues were in excess of $10 billion in 2019. Mr. Lanoha has management experience of infrastructure construction operations at Kiewit and his experience provides a valuable resource of strategic and oversight input to the Valmont board of directors. | |
| Kaj den Daas Director Since: October 2004 Board Committees: Governance and Nominating Committee Audit Committee | | | Mr. den Daas, age 71, was CEO of Quality Light Source until March 2018. He transitioned into a non-executive position in the holding company QL Light Source Company Ltd. (manufacturer and marketer of LED lamps) in April 2018. He was CEO of Quality Light Source, LLC from October 2017 to March 2018; and CEO of TCP International Holdings, Ltd. from July 2015 to October 2016. Mr. den Daas retired in 2009 as Executive Vice President of Philips Lighting B.V. of the Netherlands (manufacturer of lighting fixtures and related components) and Chairman of its North American Lighting Operations. Mr. den Daas was responsible for oversight of the manufacturing, distribution, sales and marketing of Philips products in the United States, Canada and Mexico, with prior Philips experience in the Asia Pacific area. He previously served on the board of directors of Lighting Science Group Corp. Mr. den Daas, a citizen of the Netherlands, has more than 35 years of international experience in the lighting industry. His extensive international business experience provides value to the Valmont board of directors. | |
| James B. Milliken Director Since: December 2011 Board Committees: Governance and Nominating Committee (Chairman) Audit Committee | | | Mr. Milliken, age 64, is Chancellor of the University of Texas System which enrolls over 235,000 students and has an annual budget of over $20 billion. He was Chancellor of the City University of New York from June 2014 to May 2018. Mr. Milliken was President of the University of Nebraska from August 2004 to May 2014. Mr. Milliken has a law degree from New York University and practiced law on Wall Street before his academic career. He has led the development of research and education programs in China, India, Brazil and other countries. He is a member of the Council on Foreign Relations and the Executive Committee on the Council on Competitiveness. He has chaired commissions on innovation and economic competitiveness for the Association of Public and Land-grant universities and the Council on Competitiveness. Mr. Milliken’s experience in managing large organizations which work closely with business and industry and in countries around the world provides value to the Valmont board of directors as the Company grows internationally. | |
| Catherine James Paglia Director Since: February 2012 Board Committees: Human Resources Committee Audit Committee Lead Director | | | Ms. Paglia, age 68, has been a director of Enterprise Asset Management, Inc., a New York based privately-held real estate and asset management company since September 1998. Ms. Paglia previously spent eight years as a managing director at Morgan Stanley, ten years as a managing director of Interlaken Capital, and served as chief financial officer of two public corporations. Ms. Paglia serves on the board of directors of the Columbia Funds and is a member of the board of trustees of the Carnegie Endowment for International Peace. Her extensive Wall Street experience and prior service as a chief financial officer of public companies provide an excellent background for membership on Valmont’s Audit Committee. | |
| Ritu Favre Director Since: September 2020 Board Committees: Governance and Nominating Committee | | | Mr. Favre, age 52, is the Executive Vice President and General Manager of Semiconductor and Electronics; Aerospace, Defense, and Government; and Transportation Business Units at National Instruments since January 2021. Prior to that she was the Senior Vice President and General Manager of the Semiconductor Business at National Instruments. She was the Chief Executive Officer NEXT Biometrics (2017-2019) and the Senior Vice President, Biometrics Products Division, Synaptics (2014-2016). Ms. Favre has origins in the County of India. Ms. Favre previously served on the Board of Directors of Cohu, Inc., a public semiconductor manufacturing company. Ms. Favre holds a Master of Science in Electrical Engineering and has 30 years of experience specializing in the development and management of technology solutions. Her engineering, technology, information security and related management experience provides a valuable resource of strategic input to the Valmont Board of Directors. | |
Catherine James Paglia, age 67, has been a director of Enterprise Asset Management, Inc., a New York based privately-held real estate and asset management company since September 1998. Ms. Paglia previously spent eight years as a managing director at Morgan Stanley, ten years as a managing director of Interlaken Capital, and served as chief financial officer of two public corporations. Ms. Paglia serves on the board of directors of the Columbia Funds and is a member of the board of trustees of the Carnegie Endowment for International Peace. Her extensive Wall Street experience and prior service as a chief financial officer of public companies provide an excellent background for membership on Valmont's Audit Committee. Ms. Paglia has served as a director of the Company since February 2012.
and performance of the Company'sCompany’s independent auditors and internal auditing department; and compliance by the Company with legal and regulatory requirements. The Committee also oversees the Company'sCompany’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'sCompany’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'sCompany’s selection or application of accounting principles, and the Company'sCompany’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.
Governance and Nominating Committee
Non-executive Chairman, are independent within the meaning of the Company'sCompany’s corporate governance principles and the NYSE Listing Standards. The Company'sCompany’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 at its July meeting.
Starting in June 2021, our new address will be 15000 Valmont Plaza, Suite 202, Omaha, Nebraska 68154
purchases from a subsidiary of Peter Kiewit Sons'Sons’ Inc. (a construction company with in excess of $9$10 billion revenue) were in the ordinary course of business and immaterial.
In 2020, the
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Company performance shares are paidpayable in cash for executives who have met their stock ownership guidelines, and are paid 50% in cash and 50% in equity for other executives; beginning with payouts for the 2018-2020 long-term incentive plan, payouts will be settled in equity.Valmont stock. Stock options are settled in equity.
deductible.
date. The target direct compensation (base salary plus target annual incentive plus target long-term incentive) for Mr. Kaniewski was 85% of the survey competitive median and for Mr. Jaksich was 98% of the survey competitive median.
unchanged based on her recent hire date.
for target performance levels based 75% on the Company'sCompany’s net earnings performance and 25% on revenue growth performance. Mr. Schapper’s short-term incentive was based on the Global Infrastructure business segment results weighting 75% to segment earnings before interest and taxes (EBIT) and 25% to Company net earnings. Annual incentives are targeted at the competitive median level. Competitive median levels are provided by FW Cook based on the primary benchmark survey prepared by Aon. For 2019,2020, each named executive officer'sofficer’s annual incentive opportunity ranged from 0% to 200% of the targeted incentive, depending on the level of achievement of the Company'sCompany’s performance goals. For named executive officers' 2019officers’ 2020 annual incentives, a target incentive was established ranging from 45% to 100%110% of base salary, and performance goals were set based on net earnings and revenue growth results.
| Mr. Kaniewski | | | | | 110% | | |
| Mr. | | | | 75% | | | |
| Mr. | | | | 80% | | | |
| Ms. Larkin | | | | 60% | | | |
| Mr. | | | | | 45% | ||
|
| | | ||||||||||||||||||
Threshold | (0.5x target) | | | Target (1x target) | | | Stretch (1.5x target) | | | Maximum (2x target) | | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | $ | | | $ | | | $ | | | $201.1 million | |
| | | ||||||||||||||||||
Threshold | (0.5x target) | | | Target (1x target) | | | Stretch (1.5x target) | | | Maximum (2x target) | | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | $ | | | $ | | | $ | | | $3,306 million | |
| | | Threshold (0.5x target) | | | Target (1x target) | | | Stretch (1.5x target) | | | Maximum (2x target) | |
2020 | | | $150.0 million | | | $187.5 million | | | $211.2 million | | | $225.0 million | |
| Mr. Kaniewski | | | | $ | 1,667,266 | | |
| Mr. Applbaum | | | | | 453,083 | | |
| Mr. Schapper | | | | | 675,280 | | |
| Ms. Larkin | | | | | 185,880 | | |
| Mr. Laterreur | | | | | 269,236 | | |
Mr. Kaniewski | $ | 548,150 | ||
Mr. Jaksich | 243,320 | |||
Mr. Parnell | 88,281 | |||
Mr. Francis | 87,661 | |||
Mr. Laterreur (prorated based on hire date) | 56,766 |
The Committee also established an additional incentive potential payout of 20% (all or nothing) of base salary based on individual performance goals established by the Committee, for a group including executive officers, but in no event could the total annual incentive payout exceedpayouts, expressed as a percentage of target, for the 2x cap. The Committee approved payouts based on pre-established goals of $68,000 to Mr. Parnell and $43,725 (prorated based on hire date) to Mr. Laterreur.
prior five fiscal years, was as follows:
| 2019 | | | | | 57.7% | | |
| 2018 | | | | | 49.8% | | |
| 2017 | | | | | 89.8% | | |
| 2016 | | | | | 67.0% | | |
| 2015 | | | | | 0% | | |
growth and for Mr. Schapper are based 25% on Company net earnings and 75% on Infrastructure segment EBIT.
| | | OIG (50% Weight) | | | ROIC (50% Weight) | | | Cumulative Payout as % of Target | |
Maximum | | | 20% | | | 11.5% | | | 200% | |
Target | | | 10% | | | 10.0% | | | 100% | |
Threshold | | | 1% | | | 8.5% | | | 55% | |
Below Threshold | | | Below 1% | | | Below 8.5% | | | 0% | |
| OIG (50% Weight) | ROIC (50% Weight) | Cumulative Payout as % of Target | |||
---|---|---|---|---|---|---|
Maximum | 20% | 11.5% | 200% | |||
Target | 10% | 9.5% | 100% | |||
Threshold | 1% | 8.0% | 55% | |||
Below Threshold | Below 1% | Below 9.5% | 0% |
The Committee in February 20172018 selected the participants, including executive officers, for participation in the three-year award cycle ending in 2019.2020. Targets for the 2017-20192018-2020 award cycle were
established based on a predetermined percentage ranging from 40% to 150% of base salary, which amount was converted to performance shares valued at the Company'sCompany’s stock price at the beginning of the performance period (which for the 2017-20192018-2020 performance period was a thirty-day average of $148.57)$165.98). The percentage of base salary for the named executive officers was:
| | | |||||
Percentage of Salary | |||||||
---|---|---|---|---|---|---|---|
| |||||||
Mr. | | | | 150% | | | |
Mr. | | | | 70% | | | |
Mr. | | | | | 40% | |
dates.
The Company's stock price during the performance period decreased from $148.57 to $144.78 which decreased the value of the earned performance shares. Consequently, long-term payments were earned by the named executive officers as follows:
| 2019 | | | | | 65.8% | | |
| 2018 | | | | | 114.3% | | |
| 2017 | | | | | 0% | | |
| 2016 | | | | | 0% | | |
| 2015 | | | | | 84.5% | | |
Mr. Kaniewski | $ | 681,528 | ||
Mr. Jaksich | 271,792 | |||
Mr. Parnell (prorated based on promotion date) | 28,770 | |||
Mr. Francis | 77,070 | |||
Mr. Laterreur (did not participate in the 2017-2019 plan) | 0 |
All awards to the named executive officers were paid in cash, except 50% of the awards to Mr. Kaniewski and Mr. Parnell were paid in stock. There were no payments made for 2016 or 2017 under the 2014-2016 and 2015-2017 long-term incentive plans. Payments under the 2016-2018 long-term incentive plan were 114.3% of target.
In February 2019,2020, the Committee selected the participants and established the performance goals for the 2019-20212020-2022 award cycle; the performance goals for the cycle ending in 20212022 are again based on a combination of growth in operating income and return on invested capital.capital weighted 60% to ROIC and 40%
Any 2020-2022 long term incentive award will be paid in shares of common stock.
on industry standards as provided to the Committee by its independent compensation consultant. The Committee established the number of options and restricted stock units 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 in accordance with FASB Accounting Standards Codification Topic 718, which is described in footnote 12 to the Company'sCompany’s consolidated financial statements. The Committee encourages executives to build a substantial ownership investment in the Company'sCompany’s common stock. The table on page 3 reflects the ownership position of the directors and executive officers at March 6, 2020.1, 2021. Outstanding performance by an individual executive officer is recognized through larger equity grants. The Committee, in determining grants of equity under the stock plans, also reviews and considers the executive'sexecutive’s history of retaining shares previously obtained through the exercise of prior options and restricted stock grants. In December 2019,2020, stock options and/or restricted stock units were granted to named executive officers with a fair market value of a percentage of base salary as follows:
| | | |||||
Percentage of Base Salary | |||||||
| |||||||
Mr. | | | | 175% | | | |
Mr. | | | | 90% | | | |
Mr. | | | | 90% | | | |
Ms. Larkin | | | | | 60% | | |
Mr. Laterreur | | | | 45% | | |
2020. The Committee granted 979 restricted stock units to Mr. Applbaum and 675 restricted stock units to Ms. Larkin, on their respective hire dates in 2020.
| | | Stock Options | | | Restricted Stock Units | | ||||||
Mr. Kaniewski | | | | | 22,627 | | | | | | 6,102 | | |
Mr. Applbaum | | | | | 5,295 | | | | | | 1,428 | | |
Mr. Schapper | | | | | 5,855 | | | | | | 1,579 | | |
Ms. Larkin | | | | | 2,676 | | | | | | 722 | | |
Mr. Laterreur | | | | | 1,966 | | | | | | 530 | | |
| Stock Options | Restricted Stock Units | |||||
---|---|---|---|---|---|---|---|
Mr. Kaniewski | 21,869 | 5,812 | |||||
Mr. Jaksich | 0 | 0 | |||||
Mr. Parnell | 2,709 | 720 | |||||
Mr. Francis | 2,220 | 590 | |||||
Mr. Laterreur | 1,973 | 524 |
Mr. Laterreur also received a grant of 89 restricted stock units upon his hire in May 2019. The option grants and restricted stock unit grants vest in equal installments over three years.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'sCommittee’s review of each executive'sexecutive’s performance.
for the Company to attract and retain qualified executives. The Committee will continue to monitor the relationship among executive compensation, the Company'sCompany’s performance, and shareholder value.
Valmont's
27 | ||
For our fiscal year ended December 28, 2019:
ratio disclosure.
| | | Year | | | Salary ($) | | | Bonus ($) | | | Stock awards ($)(1) | | | Option awards ($)(2) | | | Non-equity incentive plan compensation ($) | | | All other compensation ($)(3) | | | Total ($) | | ||||||||||||||||||||||||
Stephen G. Kaniewski President and Chief Executive Officer | | | | | 2020 | | | | | | 978,500 | | | | | | 0 | | | | | | 2,742,393 | | | | | | 1,029,302 | | | | | | 1,667,266 | | | | | | 14,625 | | | | | | 6,432,086 | | |
| | | 2019 | | | | | | 950,000 | | | | | | 0 | | | | | | 2,423,665 | | | | | | 827,523 | | | | | | 548,150 | | | | | | 123,600 | | | | | | 4,872,938 | | | ||
| | | 2018 | | | | | | 900,000 | | | | | | 0 | | | | | | 1,350,000 | | | | | | 1,604,262 | | | | | | 448,200 | | | | | | 126,446 | | | | | | 4,428,908 | | | ||
Avner M. Applbaum(4) Executive Vice President and Chief Financial Officer | | | | | 2020 | | | | | | 360,000 | | | | | | 200,000 | | | | | | 964,921 | | | | | | 240,870 | | | | | | 453,083 | | | | | | 397,620 | | | | | | 2,616,494 | | |
Diane M. Larkin(4) Executive Vice President Global Operations | | | | | 2020 | | | | | | 192,308 | | | | | | 0 | | | | | | 523,086 | | | | | | 121,731 | | | | | | 185,880 | | | | | | 193,329 | | | | | | 1,216,334 | | |
Aaron M. Schapper(5) Executive Vice President Infrastructure | | | | | 2020 | | | | | | 575,000 | | | | | | 0 | | | | | | 755,285 | | | | | | 266,344 | | | | | | 675,280 | | | | | | 14,625 | | | | | | 2,286,534 | | |
Claudio O. Laterreur(6) Senior Vice President IT and CIO | | | | | 2020 | | | | | | 386,250 | | | | | | 0 | | | | | | 243,964 | | | | | | 89,433 | | | | | | 269,236 | | | | | | 105,779 | | | | | | 1,094,662 | | |
| | | 2019 | | | | | | 214,904 | | | | | | 100,000 | | | | | | 295,734 | | | | | | 74,658 | | | | | | 100,491 | | | | | | 36,386 | | | | | | 822,173 | | | ||
Mark C. Jaksich(7) Former Chief Financial Officer | | | | | 2020 | | | | | | 432,510 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 502,468 | | | | | | 25,606 | | | | | | 960,054 | | |
| | | 2019 | | | | | | 562,263 | | | | | | 0 | | | | | | 449,811 | | | | | | 0 | | | | | | 243,320 | | | | | | 42,980 | | | | | | 1,298,374 | | | ||
| | | 2018 | | | | | | 545,887 | | | | | | 0 | | | | | | 436,710 | | | | | | 460,338 | | | | | | 203,889 | | | | | | 55,754 | | | | | | 1,702,578 | | |
| Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(2) | Non-equity incentive plan compensation ($) | All other compensation ($)(3) | Total ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Stephen G. Kaniewski | 2019 | 950,000 | 0 | 2,423,665 | 827,523 | 548,150 | 123,600 | 4,872,938 | |||||||||||||||||
President and Chief | 2018 | 900,000 | 0 | 1,350,000 | 1,604,262 | 448,200 | 126,446 | 4,428,908 | |||||||||||||||||
Executive Officer | 2017 | 575,000 | 0 | 1,488,655 | 1,358,055 | 413,080 | 13,500 | 3,848,290 | |||||||||||||||||
Mark C. Jaksich | 2019 | 562,263 | 0 | 449,811 | 0 | 243,320 | 42,980 | 1,298,374 | |||||||||||||||||
Executive Vice | 2018 | 545,887 | 0 | 436,710 | 460,338 | 203,889 | 55,754 | 1,702,578 | |||||||||||||||||
President and Chief | 2017 | 529,988 | 0 | 423,990 | 439,290 | 333,150 | 38,792 | 1,765,210 | |||||||||||||||||
Financial Officer | |||||||||||||||||||||||||
T. Mitchell Parnell(4) | 2019 | 337,572 | 0 | 276,056 | 102,509 | 156,281 | 17,612 | 890,030 | |||||||||||||||||
Senior Vice President | |||||||||||||||||||||||||
Human Resources | |||||||||||||||||||||||||
Timothy P. Francis(5) | 2019 | 337,613 | 0 | 255,713 | 84,005 | 87,661 | 22,678 | 787,670 | |||||||||||||||||
Senior Vice President | 2018 | 321,535 | 0 | 245,164 | 208,338 | 72,056 | 20,829 | 867,922 | |||||||||||||||||
Corporate Controller | 2017 | 300,500 | 0 | 200,567 | 80,852 | 107,940 | 18,357 | 708,216 | |||||||||||||||||
Claudio O. Laterreur(6) | 2019 | 214,904 | 100,000 | 295,734 | 74,658 | 100,491 | 36,386 | 822,173 | |||||||||||||||||
Senior Vice President | |||||||||||||||||||||||||
IT and CIO |
| | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (# of shares)(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/share) | | | Grant Date Fair Value of Stock and Option Award ($)(2) | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | ||||||||||||||||||||||||||||||||||||||||||
Stephen G. Kaniewski | | | 02/24/2020 | | | | | 0 | | | | | | 1,076,350 | | | | | | 2,152,700 | | | | | | 5,914 | | | | | | 11,827 | | | | | | 23,654 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 12/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,102 | | | | | | 22,627 | | | | | | 168.80 | | | | | | 2,059,320 | | |
Avner M. Applbaum | | | 03/30/2020 | | | | | 0 | | | | | | 292,500 | | | | | | 585,000 | | | | | | 1,317 | | | | | | 2,633 | | | | | | 5,266 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | 1,014 | | | | | | 2,028 | | | | | | 4,056 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 03/30/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 979 | | | | | | | | | | | | | | | | | | | | |
| | | 12/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,428 | | | | | | 5,295 | | | | | | 168.80 | | | | | | 581,916 | | |
Aaron M. Schapper | | | 02/24/2020 | | | | | 0 | | | | | | 460,000 | | | | | | 920,000 | | | | | | 1,688 | | | | | | 3,375 | | | | | | 6,750 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 12/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,579 | | | | | | 5,855 | | | | | | 168.80 | | | | | | 532,878 | | |
Diane M. Larkin | | | 06/29/2020 | | | | | 0 | | | | | | 120,000 | | | | | | 240,000 | | | | | | 688 | | | | | | 1,375 | | | | | | 6,750 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 06/29/2020 | | | | | | | | | | | | | | | | | | | | | | | 502 | | | | | | 1,003 | | | | | | 2,006 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 12/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 675 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 722 | | | | | | 2,676 | | | | | | 168.80 | | | | | | 325,617 | | |
Claudio O. Laterreur | | | 02/24/2020 | | | | | 0 | | | | | | 173,813 | | | | | | 347,626 | | | | | | 533 | | | | | | 1,067 | | | | | | 2,134 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 12/14/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 530 | | | | | | 1,966 | | | | | | 168.80 | | | | | | 178,897 | | |
Mark C. Jaksich | | | 02/24/2020 | | | | | 0 | | | | | | 421,000 | | | | | | 842,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Option (#) | | | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | Exercise or Base Price of Options Awards ($/share) | Grant Date Fair Value of Stock and Option Awards($)(2) | |||||||||||||||||||||||||
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | Estimated Future Payouts Under Equity Incentive Plan Awards (# of shares)(1) | |||||||||||||||||||||||||||||||
| Grant Date | |||||||||||||||||||||||||||||||||
Name | Threshold | Target | Maximum | Threshold | Target | Maximzum | ||||||||||||||||||||||||||||
Stephen G. Kaniewski | 02/25/2019 | 0 | 950,000 | 1,900,000 | 6,554 | 13,108 | 26,216 | |||||||||||||||||||||||||||
12/16/2019 | 5,812 | 21,869 | 147.31 | 1,683,688 | ||||||||||||||||||||||||||||||
Mark C. Jaksich | 02/25/2019 | 0 | 421,698 | 843,396 | 1,881 | 3,761 | 7,522 | |||||||||||||||||||||||||||
Timothy P. Francis | 02/25/2019 | 0 | 151,926 | 303,852 | 706 | 1,411 | 2,822 | |||||||||||||||||||||||||||
12/16/2019 | 590 | 2,220 | 147.31 | 170,917 | ||||||||||||||||||||||||||||||
T. Mitchell Parnell | 02/25/2019 | 0 | 153,000 | 306,000 | 711 | 1,421 | 2,842 | |||||||||||||||||||||||||||
12/16/2019 | 720 | 2,709 | 147.31 | 208,572 | ||||||||||||||||||||||||||||||
Claudio O. Laterreur | 05/28/2019 | 0 | 98,381 | 196,762 | 540 | 1,080 | 2,160 | 89 | 10,344 | |||||||||||||||||||||||||
12/16/2019 | 524 | 1,973 | 147.31 | 151,848 |
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | ||||||||||||||||||||||||
Stephen G. Kaniewski | | | | | 1,823 | | | | | | 0 | | | | | | 0 | | | | | | 132.84 | | | | 12/08/2021 | | | | | 14,033 | | | | | | 2,414,517 | | | | | | 8,133 | | | | | | 1,399,363 | | |
| | | | | 12,076 | | | | | | 0 | | | | | | | | | | | | 151.90 | | | | 12/19/2023 | | | | | | | | | | | | | | | | | 13,108 | | | | | | 2,255,362 | | |
| | | | | 31,091 | | | | | | 0 | | | | | | | | | | | | 164.35 | | | | 12/18/2024 | | | | | | | | | | | | | | | | | 11,827 | | | | | | 2,034,953 | | |
| | | | | 17,539 | | | | | | 17,540 | | | | | | | | | | | | 112.08 | | | | 12/17/2025 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 7,289 | | | | | | 14,580 | | | | | | | | | | | | 147.31 | | | | 12/16/2026 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 0 | | | | | | 22,627 | | | | | | | | | | | | 168.80 | | | | 12/14/2030 | | | | | | | | | | | | | | | | | | | | | | | | | |
Avner M. Applbaum | | | | | 0 | | | | | | 5,295 | | | | | | 0 | | | | | | 168.80 | | | | 12/14/2030 | | | | | 2,407 | | | | | | 414,148 | | | | | | 2,633 | | | | | | 453,033 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,028 | | | | | | 348,937 | | |
Diane M.Larkin | | | | | 0 | | | | | | 2,676 | | | | | | 0 | | | | | | 168.80 | | | | 12/14/2030 | | | | | 1,397 | | | | | | 240,367 | | | | | | 1,375 | | | | | | 236,502 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,003 | | | | | | 172,576 | | |
Aaron M. Schapper | | | | | 3,329 | | | | | | 0 | | | | | | 0 | | | | | | 151.90 | | | | 12/19/2023 | | | | | 3,157 | | | | | | 543,195 | | | | | | 1,786 | | | | | | 307,299 | | |
| | | | | 3,413 | | | | | | 0 | | | | | | 0 | | | | | | 164.35 | | | | 12/18/2024 | | | | | | | | | | | | | | | | | 2,652 | | | | | | 456,303 | | |
| | | | | 0 | | | | | | 5,000 | | | | | | 0 | | | | | | 112.08 | | | | 12/17/2025 | | | | | | | | | | | | | | | | | 3,375 | | | | | | 580,702 | | |
| | | | | 3,548 | | | | | | 1,775 | | | | | | 0 | | | | | | 112.08 | | | | 12/17/2025 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2,028 | | | | | | 4,162 | | | | | | 0 | | | | | | 147.31 | | | | 12/16/2026 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 0 | | | | | | 5,855 | | | | | | 0 | | | | | | 168.60 | | | | 12/14/2030 | | | | | | | | | | | | | | | | | | | | | | | | | |
Claudio O. Laterreur | | | | | 657 | | | | | | 1,316 | | | | | | 0 | | | | | | 147.31 | | | | 12/16/2026 | | | | | 940 | | | | | | 161,736 | | | | | | 1,080 | | | | | | 185,824 | | |
| | | | | 0 | | | | | | 1,966 | | | | | | 0 | | | | | | 168.80 | | | | 12/14/2030 | | | | | | | | | | | | | | | | | 530 | | | | | | 91,191 | | |
Mark C. Jaksich | | | | | 5,238 | | | | | | 0 | | | | | | | | | | | | 151.90 | | | | 12/19/2023 | | | | | 0 | | | | | | 0 | | | | | | 2,631 | | | | | | 452,689 | | |
| | | | | 10,057 | | | | | | 0 | | | | | | | | | | | | 164.35 | | | | 12/18/2024 | | | | | | | | | | | | | | | | | 3,761 | | | | | | 647,117 | | |
| | | | | 10,066 | | | | | | 5,033 | | | | | | | | | | | | 112.08 | | | | 12/17/2025 | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Stephen G. Kaniewski | 2,869 | 0 | 0 | 145.25 | 12/09/2020 | 11,896 | 1,788,801 | 7,734 | 1,162,961 | |||||||||||||||||||
1,823 | 0 | 132.84 | 12/08/2021 | 8,133 | 1,222,959 | |||||||||||||||||||||||
4,882 | 0 | 104.47 | 12/16/2022 | 13,108 | 1,971,050 | |||||||||||||||||||||||
12,076 | 0 | 151.90 | 12/19/2023 | |||||||||||||||||||||||||
20,727 | 10,364 | 164.35 | 12/18/2024 | |||||||||||||||||||||||||
17,539 | 35,079 | 112.08 | 12/17/2025 | |||||||||||||||||||||||||
0 | 21,869 | 147.31 | 12/16/2026 | |||||||||||||||||||||||||
Mark C. Jaksich | 3,177 | 0 | 0 | 145.25 | 12/09/2020 | 0 | 0 | 2,853 | 429,006 | |||||||||||||||||||
10,679 | 0 | 132.84 | 12/08/2021 | 2,631 | 395,623 | |||||||||||||||||||||||
5,238 | 0 | 151.90 | 12/19/2023 | 3,761 | 565,542 | |||||||||||||||||||||||
6,704 | 3,353 | 164.35 | 12/18/2024 | |||||||||||||||||||||||||
5,033 | 10,066 | 112.08 | 12/17/2025 | |||||||||||||||||||||||||
Timothy P. Francis | 1,009 | 0 | 0 | 132.84 | 12/08/2021 | 1,255 | 188,714 | 809 | 121,649 | |||||||||||||||||||
1,485 | 0 | 151.90 | 12/19/2023 | 968 | 145,558 | |||||||||||||||||||||||
1,234 | 617 | 164.35 | 12/18/2024 | 1,411 | 212,172 | |||||||||||||||||||||||
0 | 4,000 | 112.08 | 12/17/2025 | |||||||||||||||||||||||||
944 | 1,889 | 112.08 | 12/17/2025 | |||||||||||||||||||||||||
0 | 2,220 | 147.31 | 12/16/2026 | |||||||||||||||||||||||||
T. Mitchell Parnell | 0 | 2,709 | 0 | 147.31 | 12/16/2026 | 1,270 | 190,970 | 302 | 45,412 | |||||||||||||||||||
686 | 103,154 | |||||||||||||||||||||||||||
1,421 | 213,676 | |||||||||||||||||||||||||||
Claudio Laterreur | 0 | 1,973 | 0 | 147.31 | 12/16/2026 | 613 | 92,177 | 476 | 71,576 | |||||||||||||||||||
1,080 | 162,400 |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | | ||||||||||||
Stephen G. Kaniewski | | | | | 25,290 | | | | | | 1,199,608 | | | | | | 3,965 | | | | | | 687,196 | | |
Claudio O. Laterreur | | | | | — | | | | | | — | | | | | | 203 | | | | | | 33,517 | | |
Aaron M. Schapper | | | | | 4,434 | | | | | | 148,984 | | | | | | 1,326 | | | | | | 230,664 | | |
Mark M. Jaksich | | | | | 1,672 | | | | | | 398,289 | | | | | | — | | | | | | — | | |
| Option Awards | Stock Awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | |||||||||
Stephen Kaniewski | 3,065 | 14,375 | 0 | 0 | |||||||||
Mark Jaksich | 18,714 | 583,805 | 465 | 68,954 | |||||||||
Timothy Francis | 4,542 | 177,956 | 1,146 | 149,975 | |||||||||
T. Mitchell Parnell | 0 | 0 | 482 | 71,628 |
Name | | | Executive Contributions in Last Fiscal Year ($)(1) | | | Registrant Contributions in Last Fiscal Year ($)(2) | | | Aggregate Earnings in Last Fiscal Year ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last Fiscal Year End ($)(3)(4) | | |||||||||||||||
Stephen G. Kaniewski | | | | | 0 | | | | | | 1,800 | | | | | | 45,092 | | | | | | 0 | | | | | | 254,118 | | |
Avner M. Applbaum | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Diane M. Larkin | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Aaron M. Schapper | | | | | 0 | | | | | | 1,800 | | | | | | 2,256 | | | | | | 0 | | | | | | 12,429 | | |
Claudio O. Laterreur | | | | | 114,537 | | | | | | 21,057 | | | | | | 8,798 | | | | | | 0 | | | | | | 144,393 | | |
Mark C. Jaksich | | | | | 54,592 | | | | | | 12,781 | | | | | | 499,936 | | | | | | 0 | | | | | | 4,913,406 | | |
Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3)(4) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Stephen G. Kaniewski | 57,000 | 30,150 | 37,919 | 0 | 207,226 | |||||||||||
Mark C. Jaksich | 309,349 | 30,380 | 649,598 | 0 | 4,346,096 | |||||||||||
Timothy P. Francis | 16,635 | 10,078 | 15,875 | 0 | 114,216 | |||||||||||
T. Mitchell Parnell | 5,380 | 5,012 | 1,318 | 0 | 11,711 | |||||||||||
Claudio O. Laterreur | 0 | 0 | 0 | 0 | 0 |
service in accordance with Section 409A of the Internal Revenue Code. The methods of distribution include single lump sum cash payment or annual installments for 2-10 years. In-service withdrawals are allowed in compliance with Section 409A of the Code.
Name | | | Fees Earned or paid in Cash ($)(1)(2) | | | Stock Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Mogens Bay | | | | | 180,624 | | | | | | 135,000 | | | | | | 0 | | | | | | 315,624 | | |
Walter Scott, Jr. | | | | | 109,250 | | | | | | 135,000 | | | | | | 0 | | | | | | 244,250 | | |
Kaj den Daas | | | | | 101,125 | | | | | | 135,000 | | | | | | 0 | | | | | | 236,125 | | |
Daniel P. Neary | | | | | 116,875 | | | | | | 135,000 | | | | | | 0 | | | | | | 251,875 | | |
Clark T. Randt | | | | | 104,500 | | | | | | 135,000 | | | | | | 0 | | | | | | 239,500 | | |
J. B. Milliken | | | | | 99,500 | | | | | | 135,000 | | | | | | 0 | | | | | | 234,500 | | |
Catherine J. Paglia | | | | | 133,125 | | | | | | 135,000 | | | | | | 0 | | | | | | 268,125 | | |
Theo W. Freye | | | | | 94,500 | | | | | | 135,000 | | | | | | 0 | | | | | | 229,500 | | |
Richard A. Lanoha | | | | | 92,500 | | | | | | 67,441 | | | | | | 0 | | | | | | 159,941 | | |
Ritu Favre | | | | | 23,750 | | | | | | 0 | | | | | | 0 | | | | | | 23,750 | | |
Joan Robinson-Berry | | | | | 23,750 | | | | | | 0 | | | | | | 0 | | | | | | 23,750 | | |
Donna Milrod | | | | | 34,792 | | | | | | 0 | | | | | | 0 | | | | | | 34,792 | | |
Name | Fees Earned or paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mogens Bay | 175,000 | 130,000 | 0 | 0 | 0 | 305,000 | |||||||||||||
Walter Scott, Jr. | 108,500 | 130,000 | 0 | 0 | 0 | 238,500 | |||||||||||||
Kaj den Daas | 98,500 | 130,000 | 0 | 0 | 0 | 228,500 | |||||||||||||
Daniel P. Neary | 115,500 | 130,000 | 0 | 0 | 0 | 245,500 | |||||||||||||
Clark T. Randt | 104,500 | 130,000 | 0 | 0 | 0 | 234,500 | |||||||||||||
J. B. Milliken | 91,000 | 130,000 | 0 | 0 | 0 | 221,000 | |||||||||||||
Catherine J. Paglia | 135,500 | 130,000 | 0 | 0 | 0 | 265,500 | |||||||||||||
Theo W. Freye | 92,000 | 130,000 | 0 | 0 | 0 | 222,000 | |||||||||||||
Donna M. Milrod | 97,000 | 130,000 | 0 | 0 | 0 | 227,000 | |||||||||||||
Richard A. Lanoha | 17,500 | 0 | 0 | 0 | 0 | 17,500 |
Name | | | |||||
Stock Units | |||||||
---|---|---|---|---|---|---|---|
| | ||||||
Mogens Bay | | | | | 1,147 | | |
Walter Scott, Jr. | | | | 1,147 | | | |
Kaj den Daas | | | | 1,147 | | | |
Daniel P. Neary | | | | 1,147 | | | |
Clark T. Randt | | | | 1,147 | | | |
J. B. Milliken | | | | 1,147 | | | |
Catherine J. Paglia | | | | 1,147 | | | |
Theo W. Freye | | | | 1,147 | | | |
| |||||||
Richard A. Lanoha | | | | | 573 | | |
Ritu Favre | | | | | 0 | | |
Joan Robinson-Berry | | | | | 0 | | |
| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | | | Weighted-average exercise price of outstanding options, warrants and rights (b)(2) | | | Number of securities remaining available for future issuance under equity compensation (including securities plans reflected in column (a)) (c) | | |||||||||
Equity compensation plans approved by security holders | | | | | 676,664 | | | | | $ | 141.79 | | | | | | 779,336 | | |
Equity compensation plans not approved by security holders | | | | | 0 | | | | | | | | | | | | 0 | | |
Total | | | | | 676,664 | | | | | $ | 141.79 | | | | | | 779,336 | | |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation (including securities plans reflected in column (a)) (c) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders | 662,929 | 133.90 | 1,208,223 | |||||||
Equity compensation plans not approved by security holders | 0 | 0 | ||||||||
Total | 662,929 | 133.90 | 1,208,223 |
Valmont's
Valmont's
optionee voluntarily retires on or after attaining age 62. If such a change-in-control (involving an involuntary termination) or retirement had occurred on the last day of fiscal 2019,2020, the incremental value (fair market value of company common stock on such date less exercise price) of unvested options and unvested restricted stock and restricted stock units held by the named executed officers would have been:
| | | Unvested Options | | | Unvested Restricted Stock | | ||||||
Stephen G. Kaniewski | | | | $ | 1,486,667 | | | | | $ | 2,414,518 | | |
Avner M. Applbaum | | | | $ | 17,261 | | | | | $ | 414,148 | | |
Aaron M. Schapper | | | | $ | 528,461 | | | | | $ | 543,193 | | |
Diane M. Larkin | | | | $ | 8,724 | | | | | $ | 240,367 | | |
Claudio O. Laterreur | | | | $ | 38,980 | | | | | $ | 161,736 | | |
Mark C. Jaksich | | | | $ | 301,879 | | | | | $ | 0 | | |
| Unvested Options | Unvested Restricted Stock | |||||
---|---|---|---|---|---|---|---|
Mr. Kaniewski | $ | 1,434,218 | $ | 1,788,802 | |||
Mr. Jaksich | $ | 385,427 | $ | 0 | |||
Mr. Francis | $ | 293,423 | $ | 188,714 | |||
Mr. Parnell | $ | 8,290 | $ | 190,970 | |||
Mr. Laterreur | $ | 6,038 | $ | 92,176 |
The unvested stock options for such individuals and the unvested restricted stock for such individuals are set forth in the Outstanding Equity Awards at Fiscal Year-End table. In addition, a pro rata portion (based on period of service and full period performance results) of the performance shares awarded under the long-term incentive plan may be earned in the event of death, disability, normal retirement, termination of employment without cause, or change-in-control. If such a change-in-control or retirement had occurred on the last day of fiscal 2019,2020, the prorated value of the long-term incentive awards (based on target award numbers) which would have been payable to the named executive officers would have been:
| Stephen G. Kaniewski | | | | $ | 5,645,804 | | |
| Avner M. Applbaum | | | | $ | 418,277 | | |
| Aaron M. Schapper | | | | $ | 805,068 | | |
| Diane M. Larkin | | | | $ | 136,271 | | |
| Claudio C. Laterreur | | | | $ | 184,964 | | |
| Mark C. Jaksich | | | | $ | 884,101 | | |
Mr. Kaniewski | $ | 2,635,284 | ||
Mr. Jaksich | $ | 881,269 | ||
Mr. Francis | $ | 289,411 | ||
Mr. Parnell | $ | 185,405 | ||
Mr. Laterreur | $ | 101,850 |
investors.valmont.com.
| | | 2020 | | | 2019 | | ||||||
Audit Fees | | | | | 2,451,826 | | | | | | 2,485,000 | | |
Audit-Related Fees | | | | | 234,000 | | | | | | 326,505 | | |
Tax Fees | | | | | 165,118 | | | | | | 234,556 | | |
Other Fees | | | | | 2,000 | | | | | | 5,000 | | |
Total Fees | | | | | 2,852,944 | | | | | | 3,051,061 | | |
| 2019 | 2018 | |||||
---|---|---|---|---|---|---|---|
Audit Fees | 2,485,000 | 2,411,396 | |||||
Audit-Related Fees | 326,505 | 462,544 | |||||
Tax Fees | 234,556 | 205,782 | |||||
Other Fees | 5,000 | 5,000 | |||||
| | | | | | | |
Total Fees | 3,051,061 | 3,084,722 | |||||
| | | | | | | |
| | | | | | | |
| | | | | | | |
Audit Fees consist of the audit of the Company'sCompany’s fiscal 20192020 and 20182019 annual financial statements, review of the Company'sCompany’s quarterly financial statements during 20192020 and 2018,2019, fees associated with registration statements and other services that are normally provided in connection with statutory and regulatory filings. Audit fees also included the audit of the effectiveness of the Company'sCompany’s internal control over financial reporting.
By Order of | ||
ANNUAL MEETING OF SHAREHOLDERS Tuesday, April 28, 2020 1:00 p.m. Valmont Industries, Inc. One Valmont Plaza Omaha, NE 68154 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report and 10-K is / are available at www.proxyvote.com. ANNUAL MEETING OF STOCKHOLDERS Tuesday, April 28, 2020 1:00 p.m. This proxy is solicited by the Board of Directors for use at the annual meeting on April 28, 2020. By signing the proxy, you revoke all prior proxies
VOTE BY INTERNET – www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 04/27/2020 for shares held directly and by 11:59 P.M. ET on 04/23/2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Valmont Industries, Inc. One Valmont Plaza Omaha, NE 68154 VOTE BY PHONE – 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. ET on 04/27/2020 for shares held directly and by 11:59 P.M. ET on 04/23/2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS KEEP THIS PORTION FOR YOUR FOLLOWS: RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Nominees may properly come before the meeting or any (See reverse for instructions.) ature (Joint Owners) Date The Board of Directors recommends you voteForWithholdFor All FOR the following:AllAllExcept 1. Election of Directors 01 Mogens C. Bay02 Walter Scott, Jr.03 Clark T. Randt, The Board of Directors recommends you vote FOR the following proposal: 2. Advisory approval of the company’s executive compensation. The Board of Directors recommends you vote FOR the following proposal: 3. Ratifying the appointment of Deloitte & Touche LLP as independent auditors for fiscal NOTE: In their discretion the Proxies are authorized to vote upon such other business as adjournment thereof. For address change / comments, mark here. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature (PLEASE SIGN WITHIN BOX)DateSign To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below: Jr.04 Richard A. Lanoha ForAgainstAbstain ForAgainstAbstain 2020.