| | Place: | | | | | | Date: | | | | | | Time: | | |||
| Valmont Industries, Inc. Headquarters 15000 Valmont Plaza Omaha, Nebraska 68154-5215 | | | | April 24, 2023 | | | | 10:00 a.m. Central Daylight Time | |
| 1 | | | | Electing three directors of the Company to three-year terms; | |
| 2 | | | | Advisory approval of the Company’s executive compensation; | |
| 3 | | | | Advisory vote on the frequency of executive compensation votes; | |
| 4 | | | | Ratifying the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2023; and | |
| 5 | | | | Consider and act upon such other business that may properly come before the meeting. | |
| | Where | | | | | | When | | | | | | Time | | |||
| Valmont Headquarters, Omaha, Nebraska | | | | Monday, April 24, 2023 | | | | at 10:00 a.m. Central Daylight Time | |
| Voting Matters | | | Board Recommendation | | | Page | |
| Election of | | | FOR | | | | |
| Advisory Vote on Executive Compensation | | | FOR | | | 39 | |
| Advisory Vote on the Frequency of Executive Compensation Votes | | | 1 YEAR | | | 41 | |
| 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 February 27, 2023(1) | | | Percent of Class(2) | | ||||||
| The Vanguard Group(3) 100 Vanguard Boulevard Malvern, PA 19355 | | | | | 2,153,702 | | | | | | 10.1% | | |
| BlackRock, Inc.(4) 55 East 52nd Street New York, NY 10055 | | | | | 2,049,786 | | | | | | 9.6% | | |
| Invesco Ltd.(5) 1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309 | | | | | 1,194,539 | | | | | | 5.6% | | |
| Neuberger Berman Group LLC 1290 Avenue of the Americas New York, NY 10104 | | | | | 1,087,087 | | | | | | 5.1% | | |
| Mogens C. Bay(6) | | | | | 195,664 | | | | | | 1.0% | | |
| Kaj den Daas | | | | | 8,955 | | | | | | | | |
| Clark T. Randt, Jr. | | | | | 8,346 | | | | | | | | |
| Daniel P. Neary | | | | | 22,851 | | | | | | | | |
| James B. Milliken | | | | | 6,916 | | | | | | | | |
| Catherine James Paglia | | | | | 8,850 | | | | | | | | |
| Theo W. Freye | | | | | 5,817 | | | | | | | | |
| Richard A. Lanoha | | | | | 1,690 | | | | | | | | |
| Ritu Favre | | | | | 1,085 | | | | | | | | |
| Joan Robinson-Berry | | | | | 1,117 | | | | | | | | |
| Stephen G. Kaniewski | | | | | 85,016 | | | | | | | | |
| Avner M. Applbaum | | | | | 11,120 | | | | | | | | |
| Aaron M. Schapper | | | | | 14,747 | | | | | | | | |
| Diane M. Larkin | | | | | 5,521 | | | | | | | | |
| T. Mitchell Parnell | | | | | 7,968 | | | | | | | | |
| All Executive Officers and Directors as Group (21 persons) | | | | | 430,363 | | | | | | 2.0% | | |
| | | | Shares | | |||
| Mr. Kaniewski | | | | | | | |
| Mr. Applbaum | | | | | 4,944 | | |
| Mr. Schapper | | | | | | | |
Ms. Larkin | | | | | | | ||
| Mr. Parnell | | | | | 4,095 | | |
| All Executive Officers and Directors as a Group (21 persons) | | | | | | |
| Director Since | |
| |
| Director Since | | |||
| Governance and Nominating Committee | |
| | ||||
| Human Resources Committee | |
| Director Since October | | |||
| Audit Committee |
(Chair) Governance and Nominating Committee ESG Committee | |
| | ||||
| Audit Committee ESG Committee | |
| Director Since | | |||
| Lead Director Human Resources Committee Audit Committee | |
Ms. Paglia, age 70, 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. ■ | CONTINUING DIRECTORS — Terms Expire 2024
Daniel P. Neary ■ Mr. Neary, age 71, 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. ■ He was previously President of the Group Insurance business unit of Mutual of Omaha. ■ Mutual of Omaha’s revenues were in excess of $9 billion in 2021. ■ 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.
Theo Freye ■ Mr. Freye, age 73, 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, including several years as Chairman and President of the North American CLAAS operations and as the General Manager of Caterpillar-CLAAS, a joint venture serving the North American and Australian markets. ■ 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. 2023 Proxy Statement 7 Valmont Industries
Stephen G. Kaniewski ■ Mr. Kaniewski, age 51, 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 Utility Support Structures Group President. ■ 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 business. ■ Mr. Kaniewski previously served as Chief Information Officer of the Company and as Vice President of Global Applications at Belden; in both roles, Mr. Kaniewski had direct oversight of IT data security and cybersecurity. ■ Mr. Kaniewski’s duties in various Company operating positions provides valuable knowledge and experience of the Company’s operations and strategies.
Joan Robinson-Berry ■ Ms. Robinson-Berry, age 63, retired in July 2020 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 serves as a director of Proterra (automotive and energy storage company). ■ 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. 8 2023 Proxy Statement Valmont Industries 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.
2023 Proxy Statement 9 Valmont Industries Board Committees The Board has the following standing committees: Audit Committee The current members of the Audit Committee The Audit Committee met six times during Human Resources Committee The members of the Human Resources Committee during The Human Resources Committee met four times during 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. Governance and Nominating Committee The members of the Governance and Nominating Committee during 10 2023 Proxy Statement Valmont Industries 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. The Governance and Nominating Committee met Environmental, Social and Governance Committee (ESG Committee) The Board established an Environmental, Social and Governance Committee (ESG Committee) in December 2021. The Committee met four times in 2022. The members of the ESG Committee are directors Favre (Chair), Milliken, Neary, Randt, Freye and den Daas. All members of the ESG Committee are independent within the meaning of the Company’s Corporate Governance Principles and the listing standards of the NYSE. The ESG Committee acts under a written charter, adopted by the Board of Directors, a copy of which is available on the Company’s website. The ESG Committee assists the Board in fulfilling its responsibilities relating to oversight of policies and operational controls of environmental, health and safety, and social risks. The Committee also has responsibility for overseeing sustainability matters including climate change, energy management, water standards and carbon management. The Committee effects such oversight through (1) reports by the chairs of the Audit Committee, Human Resources Committee, and the Governance and Nominating Committee, with respect to the environmental, social and governance factors delegated to such committees and (2) periodic reports by Company officers with respect to ESG matters. The chairs of the Audit Committee, Human Resources Committee, and Governance and Nominating Committee, serve as members of the ESG Committee. 2023 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 Corporate Governance Highlights Director Independence and Board Leadership ■ ■ All Board committees are fully independent. ■ Lead independent director presides at executive sessions of the independent directors. Board Refreshment & Diversity ■ Four directors have joined the Board since January 2018, and five since June 2015. ■ There is an established retirement age for directors. ■ Three directors are women, including one African American and one Governance Best Practices ■ The Board has established a majority voting system for the election of directors. ■ Directors and executive officers required to hold shares at multiples of their ■ ■ Directors, executive officers and corporate officers are prohibited from engaging in pledging or hedging of Company stock. ESG Committee. ■ The Board established an ESG Committee in December 2021. The Committee consists of six independent directors and has oversight of environmental, health and safety, and social risks. ■ The short-term incentive plan for executive officers for 2022 includes a 5% incentive modifier based on goals for decreases in carbon intensity, reduction in total recordable incident rate, and increase in employee resource groups engagement. Human Capital Resources Highlights Workforce and Policies ■ 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. ■ 12 2023 Proxy Statement GOVERNANCE, HUMAN CAPITAL AND SUSTAINABILITY HIGHLIGHTS ■ There are approximately ■ ■ Our Political Contributions Policy prohibits the use of Company funds for political purposes. ■ There is an international whistleblower system implemented for all global employees. Recruitment, Retention and Advancement ■ ■ All qualified applicants receive consideration for employment. The Company receives over ■ The Board of Directors annually reviews Safety ■ We are committed to creating a culture where a healthy and safe workplace is recognized by everyone as essential to our success. ■ The Human Resource Committee receives periodic safety reports, including total recordable incident rates and lost time incident rates by each segment and for the Company in the aggregate. The Company reported in 2022 a 14.3% reduction in lost time incident rates since 2015 and a 39.0% reduction in total recordable incident rates since 2015. ■ Valmont has a new 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. ■ 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 safe 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 Sustainability Highlights Overview ■ CEO Kaniewski statement: Valmont’s sustainability strategy is encapsulated in our Commitment to Corporate Sustainability, our Sustainability White Paper, and continuous input from our stakeholders. Our dedication to Corporate Responsibility is reflected in our Company’s tagline of more than 20 years — “Conserving ■ The Sustainability Commitment and Annex, Sustainability Report, GRI Sustainability Report, Sustainability Accounting Standards Board Report and ■ Valmont’s sustainability initiative was launched in 2015, with measurements focused on electricity, hazardous and non-hazardous waste, combusting fuel, and water usage. ■ In 2020, Valmont added a climate change statement to its website, reported on Scope I emissions and the Company’s carbon footprint. The Company also implemented an electric vehicle program, collected Scope II emissions data, and assessed global combustion fuel goals. The Company has published the following sustainability goals on its website: 10% reduction in carbon emissions by close of 2025; 12% additional reduction in normalized electricity usage by 2025; 19% reduction in normalized carbon emissions from Scope I mobile emissions; and 100% of Valmont global manufacturing facilities to adopt low-flow water fixtures for non-production access by close of 2025; all based on a 2018 baseline. 2023 Proxy Statement 13 Valmont Industries Operations ■ 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 ■ Our solar energy and infrastructure products play an important role in the transition to a clean energy economy. ■ Our lighting, ■ Our wireless communication products help bring reliable high-speed broadband connectivity to both rural and urban areas. ■ Our irrigation systems and technology solutions promote the efficient use of water worldwide. ■ Our coatings process extends the lifespan of steel structures, allowing for increased protecting from weather events and less maintenance throughout the life of the structure. ■ The Daugherty Water for Food Global Institute, initially funded by Valmont’s founder, 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. ■ Our enterprise wide environmental management system and policy is published on our website. Climate Change ■ We believe our electricity distribution infrastructure products, solar products, and irrigation systems for the efficient use of water for agriculture, all positively respond to the effects of climate change. ■ The Board ■ The Board receives periodic reports with respect to sustainability goals and initiatives, including climate change reports and communications. Information Technology and ■ Our information security program covers a range of cybersecurity activities with a primary objective of maintaining the confidentiality, integrity and availability of information ■ The Audit Committee receives regular reports on Valmont’s risk and compliance with respect to information technology, cybersecurity data privacy and ■ Valmont measures its security performance against the Center for Internet Security ■ Risk mitigation activities include testing, talent acquisition, quarterly employee training, improved infrastructure, applications and network, enhanced policies and procedures. ■ Valmont has not experienced a material information security breach in the past three years. 14 2023 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 ■ Code of Business Conduct ■ Code of Ethics for Senior Officers ■ Audit Committee Charter ■ Human Resources Committee Charter ■ Governance and Nominating Committee Charter ■ ESG Committee Charter ■ Procedures for bringing concerns or complaints to the attention of the Audit Committee The board met Board Leadership Structure and Risk Oversight The board’s leadership structure in The board has established the position of Lead Director. The position is currently filled by independent director Catherine James Paglia. The 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 2023 Proxy Statement 15 Valmont Industries Governance Actions The board of directors and board committees have taken a number of corporate governance actions. The more significant actions include: ■ The board of directors has approved bylaws which adopt a majority voting system for the election of directors. ■ 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. ■ 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, ■ The board of directors has adopted an executive compensation recoupment policy. 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. The Company will revise its recoupment policy in 2023 covering executive officers to make such recoupment fully compliant with new SEC regulations. ■ 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. ■ The Company does not have a Shareholder Rights Plan. 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: ■ 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). ■ 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. ■ 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. ■ 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. ■ 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. 16 2023 Proxy Statement Corporate Governance The board has determined that all directors except Mr. Kaniewski (the Company’s Chief Executive Officer) 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. 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: ■ 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. ■ 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, ■ Diversity, including gender, race and national origin. ■ 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. 2023 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 Human Resources 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 passed with at least 96% of the vote in each year, including 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 established Valmont compensation objectives pursuant to which Valmont’s compensation programs are designed to: ■ provide target total compensation levels at competitive market rates to attract, retain, motivate and reward the performance of executive officers and other key employees; ■ direct management focus to the long-term growth of the Company, enhance shareholder value, and ensure that executive officers have significant ownership without increasing dilution over acceptable levels; and ■ pay for performance by providing performance-based incentive plans measured against pre-established targets, with no guaranteed minimum payment provisions, and with actual payments above median market levels for exceeding performance targets and below median market levels if performance targets are not achieved. The Committee established compensation strategies designed to carry out the compensation objectives, including: ■ target total compensation evaluated by position, on an annual basis, against like positions in companies of similar sales volume, according to data provided by the Committee’s independent compensation consultants; and ■ base pay, annual incentives and long-term incentives targeted at median market levels, with the opportunity for annual and long-term incentives at the 75th percentile or higher for significantly exceeding performance targets. Actual compensation will be above median if performance exceeds targets and below median when performance is below targets. 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. ■ 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. ■ The a range of Valmont’s annual revenues. For 2022 compensation established by the Committee in December 2021 (for 2022 base salaries) and February 2022 (for 2022 incentive plans), the Committee used a national general industry survey of approximately 205 companies. The adjusted 2021 revenue size range of the companies in the ■ For 2023 compensation established by the Committee in December 2022 (for 2023 base salaries) and February 2023 (for 2023 incentive plans), the Committee used a national general industry survey of approximately 800 companies. The adjusted 2022 revenue size range of the companies in the survey was approximately $4.29 billion. Valmont’s 2022 revenues were $4.35 billion. 18 2023 Proxy Statement Compensation Discussion and Analysis ■ The Committee also used a peer group developed by FW Cook as a supplemental benchmark of CEO and CFO 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
■ The Committee, on FW Cook’s recommendation, revised the peer group in October 2022 (for purposes of the 2023 compensation program) (i) by removing Enovis, SPX Corporation and Zurn Elkay Water due to becoming too small for compensation comparisons or changed business focus and (ii) adding Comfort Systems, Snap-On and Xylem due to comparable financial metrics, global operations and business complexity. Following this change, the Company’s peer group remained at eighteen companies. ■ The Company’s revenues ■ 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. ■ The compensation programs provide for both cash and equity elements. Base salary and annual incentives are paid in cash. Long-term incentives for the ■ 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. The Committee reviews information provided by FW Cook to determine the appropriate level and mix of incentive compensation. The Committee believes that a majority of an executive’s overall compensation opportunity should be incentive-based. ■ The structure of all incentive compensation plans is reviewed periodically to assure their linkage to the current strategies, objectives and performance goals. ■ The Committee’s policy is to establish base salary, target annual incentives and long-term incentives with targets at or near the competitive median level and potential payouts of incentives up to 200% of target ■ The Company’s programs have been designed so that compensation paid to executive officers will generally be deductible under the Internal Revenue Code’s compensation limits for deductibility. 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 Elements of Compensation. Valmont’s executive compensation is based on three components, each of which is intended to support the overall compensation philosophy. ■ The three components are base salary, annual performance incentives, and long-term performance incentives (which include equity incentives). For ■ Valmont’s annual incentive plan for 2022 includes a 5% incentive modifier based on goals for decreases in carbon intensity, reduction in total recordable incident rate, and increase in employee resource groups engagement. 2023 Proxy Statement 19 Valmont Industries ■ Valmont’s executive officers do not have employment agreements. ■ 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 ■ 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. ■ 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. ■ Valmont has an executive compensation recoupment policy covering cash and equity described on page ■ Valmont has policies prohibiting hedging and pledging of Company stock by directors and officers. Base Salary. Base salary is targeted at the competitive median level. Competitive median levels 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 Based on the factors described above, the Committee in December The Committee reviewed executive base salaries for Applbaum, Schapper and Annual Incentives. The Company’s short-term incentives for 20 2023 Proxy Statement Compensation Discussion and Analysis 2022 Target Annual Incentives — Percentage of Base Salary
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 Net Earnings (75% weight for corporate executives, 25% weight for Mr. Schapper)
Revenue (25% weight for corporate executives)
Infrastructure EBIT (75% weight for Mr. Schapper)
The threshold, target and maximum amounts for revenue growth represent total revenue numbers. The The Committee in February 2022 established ESG related goals which could result in a 5% modifier to the short-term incentive. The goals for 2022 were (1) carbon intensity decrease from 74.13 at 2021 FYE to 71.90, (2) a reduction in total recordable incident rate from 2.2 in 2021 to 2.15 in 2022 and (3) a 100% increase in ESG engagements from 15 in 2021. All three goals needed to be exceeded for the modifier to be earned. All three goals were exceeded, and the 5% modifier payout is included in the annual incentives shown for each executive. 2023 Proxy Statement 21 Valmont Industries Based on the
The annual incentive payouts, expressed as a percentage of target, for the prior
In February Long-Term Performance Incentives. Long-term performance incentives for senior management in 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
The Committee in February 22 2023 Proxy Statement Compensation Discussion and Analysis
The performance matrix provides for the potential payouts to be increased or decreased in number based on greater or lesser levels of performance. Earned performance shares are 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 The Company’s stock price during the performance period increased from $144.78 to $330.67 which increased the value of the earned performance shares. The 2020-2022 long-term incentives were paid in Company common stock. Long-term plan shares were earned 2020-2022 Long-Term Incentives
The long-term incentive
In February 30% to 2023 Proxy Statement 23 Valmont Industries salary ranging from 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. Long-term stock incentives are provided through grants of stock options and restricted stock units 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 The Committee establishes the number and terms of the options and restricted stock units 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 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 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 12 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
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 The Committee granted options for an aggregate of The Committee determined that the annual equity grants to the executive officers should be 50% stock options and 50% restricted stock units (on a value basis), to reflect current market practices as determined by FW Cook. In December 24 2023 Proxy Statement Compensation Discussion and Analysis December
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. 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 Company reviewed and enhanced its policy in December 2019. 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 2023 Proxy Statement 25 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 26 2023 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 For our fiscal year ended December ■ The median of the annual total compensation of all employees of our company (other than our CEO) was ■ The annual total compensation of our CEO, as reported in the Summary Compensation Table, was ■ Based on this information, for To identify the median of the annual total compensation of all our employees, we selected September 30, We Once we identified our median employee, we combined all elements of such employee’s compensation for 2023 Proxy Statement 27 Executive Compensation Summary Compensation Table
(1) Stock awards consist of the grant date fair value (based on the target award amount) of the performance shares which can be earned by each of the above-named executives under the long-term incentive program with respect to grants in each fiscal year. See Compensation Discussion and Analysis for a description of these awards. 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 performance shares. Stock awards include the value of restricted stock units granted to (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 12 to the Company’s consolidated financial statements for the assumptions used in the valuation of these awards. The exercise price of all options granted in (3) All Other Compensation reflects amounts contributed by the Company to its 401(k) plan and related supplemental benefit plan, which matches the amounts contributed in (4) Mr. Applbaum and Ms. Larkin were hired and became executive officers in 28 2023 Proxy Statement Executive Compensation Plan-Based Awards for Fiscal
(1) Non-equity incentive awards were made with respect to the Company’s (2) See footnote 2023 Proxy Statement 29 Valmont Industries Outstanding Equity Awards at Fiscal Year-End
(1) (2) (3) Based on the number of shares or units at the closing market price at the end of the (4) Numbers shown are as of the Company’s fiscal year-end for (5) Based on the target number of performance shares at the closing market price at the end of the 30 2023 Proxy Statement Executive Compensation Options Exercised and Stock Vested in Fiscal
(1) Difference between the exercise price of the options and the market price on date of exercise. (2) Based on market value at vesting date of the related restricted stock units. Nonqualified Deferred Compensation
(1) Executive officer contributions are included in the executive compensation amounts reflected in the Summary Compensation Table as part of Salary, Bonus and Non-equity Incentive Plan Compensation; such contributions include deferrals to the nonqualified deferred compensation plan but not amounts contributed to the qualified 401(k) plan. (2) Reflects Company contributions to match executive contributions to nonqualified deferred compensation plans but does not include Company match for executive contributions to the 401(k) plan. Company contributions match executive contributions to the 401(k) and related nonqualified deferred compensation plans with respect to compensation and are included in the Summary Compensation Table under All Other Compensation. Company contributions are 4.5% of the executive officer’s salary, bonus and cash incentives. (3) The aggregate balance includes amounts contributed after the fiscal year end with respect to fiscal (4) The Company does not have a pension plan or other defined benefit plan. The Company’s nonqualified deferred compensation plan is offered to allow certain Company employees who, due to compensation and contribution ceilings established under the Internal Revenue Service regulations, are limited in making contributions to the Company’s 401(k) plan. This plan is fully funded and the related assets in the plan are reported on the Company’s balance sheet and are subject to creditor claims in event of the Company’s bankruptcy. The vesting provisions follow that of the Company’s 401(k) plan. Compensation that is eligible for deferral by the executive includes salary, bonus and cash incentives, and the executive may defer any percentage of eligible compensation. Investment values and related earnings are based on quoted market prices of the investments held by the plan. Investment alternatives under the plan are selected by each employee and may be changed based on the rules set forth by each investment fund selected by the employee. Distribution payments are made upon a specified period after separation from 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. 2023 Proxy Statement 31
Valmont Industries Director Compensation
Non-employee directors in (2) Unexercised stock awards (consisting of unvested restricted stock units) for each director as of December
32 2023 Proxy Statement Executive Compensation Equity Compensation Plan Information The following table provides information about the Company’s common stock that may be issued upon exercise of options, warrants and rights under existing equity compensation plans as of December
(1) Includes (2) Weighted-average exercise price of outstanding stock options. Potential Payments Upon Termination or Change-In-Control Valmont does not have employment agreements with its executive officers. Valmont also does not have special severance or change-in-control payment agreements with its executive officers. Valmont’s executive officers may receive severance payments upon a termination of employment under Valmont’s severance plan which is generally available to all administrative employees. The severance plan generally provides 16 weeks of salary plus one week of salary for each year of service. Valmont’s executive officers would also be entitled to receive upon termination of employment amounts accumulated in their respective deferred compensation accounts, at the times and in the manner established for their respective accounts; such amounts are described in the Non-Qualified Deferred Compensation table. Valmont’s
2023 Proxy Statement 33 Valmont Industries 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
34 2023 Proxy Statement Shareholder Return Performance Graphs The graphs below compare the yearly change in the cumulative total shareholder return on the Company’s common stock with the cumulative total returns of the S&P Mid Cap 400 Index and the S&P Mid Cap 400 Industrial Machinery Index for the five and ten-year periods ended December 2023 Proxy Statement 35 Valmont Industries Pay Versus Performance We are providing the following information about the relationship of the “compensation actually paid” to our Chief Executive Officer (“CEO”) and “average compensation actually paid” to our Non-CEO named executive officers (“Non CEO-NEOs”), as calculated under the SEC pay versus performance proxy rule, for our fiscal years 2022, 2021 and 2020 to certain financial performance measures. ■ The Compensation Actually Paid amounts are calculated by making SEC required adjustments to the Total compensation amounts for the executives presented in the Summary Compensation Table. ■ The Compensation Actually Paid amounts are calculated by making mandated adjustments to the amounts in the “Total” column of the Summary Compensation Table. ■ The financial performance measures presented are Company total shareholder return (“Company TSR”), peer group total shareholder return (“Peer Group Index TSR”), Net Earnings, and Company return on invested capital (“ROIC”). The peer group shown in the table is the S&P 400 Industrial Machinery Index, a peer group index that has been historically presented in the Shareholder Return Performance Graphs in the Company’s Annual Reports. Pay Versus Performance Table
(1) Mr. Kaniewski served as CEO in all years presented. Ms. Larkin and Messers. Applbaum, Schapper and Parnell were Non-CEO NEOs in 2021. Ms. Larkin and Messers. Applbaum, Schapper, Laterreur, and Jaksich (who was the Company’s CFO until March 30, 2020) were Non-CEO NEOs in 2020. (2) The Summary Compensation Table (“SCT”) Total amounts for CEO for 2022, 2021 and 2020 were respectively adjusted to compute the compensation actually paid as follows:
(3) The Average SCT Total amounts for the Non-CEO NEOs for 2022, 2021 and 2020 were respectively adjusted to compute the compensation actually paid as follows: 36 2023 Proxy Statement
S&P 400 Industrial Machinery Index. (5) Valmont selected ROIC as a company specific financial measure that links financial results and performance. A significant portion of an executives long-term performance award is
The adjusted effective tax rate for 2023 Proxy Statement 37 Valmont Industries Relationship to Financial Performance Measures. The following charts present the relationship of the compensation actually paid as presented in the above table for the CEO and the Non-CEO NEOs and the Company TSR, Peer Group Index TSR, Net Earnings and ROIC. Most Important Financial Performance Measures for 2022. In our assessment, the three most important financial measures we use to link compensation actually paid to the CEO and Non-CEO NEOs to Company performance for fiscal 2022 are: ■ ROIC ■ net earnings ■ cumulative compound operating income growth 38 2023 Proxy Statement ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION Valmont is asking its shareholders to provide advisory approval of the compensation paid to named executive officers. Shareholders are being asked to vote on the following resolution: RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the The Company believes that its compensation programs have served to achieve the objectives of attracting highly competent executives, enhancing long-term growth and shareholder value, and assuring compensation at appropriate levels based on performance. Valmont conducted its first advisory vote on executive compensation in April 2011. The compensation resolution passed with over 96% of the vote every year since 2011, including Compensation Objectives, Strategies, Processes and Practices The Company encourages shareholders to read about its compensation objectives, strategies, processes and practices in the Compensation Discussion and Analysis. Some of the more significant elements of the compensation practices are: ■ Base pay, target annual incentives and long-term incentives are generally targeted at median market ■ Annual incentives and long-term performance incentives are performance based. Executive officers do not receive incentive payments unless pre-established targets are met. ■ Valmont’s executive officers do not have employment agreements. ■ Valmont’s executive officers do not have agreements providing for special payments in the event of a termination of employment or change-of-control. ■ Valmont does not maintain a perquisite program for executive officers. ■ Valmont has an executive compensation recoupment policy that covers cash and equity incentive compensation. ■ Valmont’s stock plan prohibits option repricing. ■ Valmont has stock ownership guidelines for directors and executive officers. ■ Valmont has a stock retention policy for executive officers which requires retention of 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines are met. ■ Valmont has policies prohibiting hedging and pledging of Valmont stock applicable to directors and officers. Fiscal ■ Base Salary. The base salaries paid to certain of Valmont’s named executive officers in independent compensation consultant ■ Annual Incentives. Annual incentives are performance based. The annual incentives for 2023 Proxy Statement 39 Valmont Industries corporate net earnings and revenue growth, and for Infrastructure segment EBIT for Mr. Schapper’s incentive, all as described in Compensation Discussion and Analysis — Annual Incentives. The target annual incentive was based on the competitive median pursuant to the primary benchmark survey provided by FW Cook. Based on the results described in referenced section, payouts were earned by the four corporate executives at
■ Long-Term Performance Incentives. Long-term incentives are performance based. The three-year performance period which ended in
■ Equity Incentives. Stock options and restricted stock units are also a form of long-term incentive. The Human Resources Committee established the terms and provisions of equity awards granted in This advisory resolution, commonly referred to as a “say-on-pay” resolution, is nonbinding on the board of directors. Although nonbinding, the board of directors and the Human Resources Committee will review and consider the voting results when making future decisions regarding the Company’s executive compensation programs. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF ITEM 2. 40 2023 Proxy Statement ITEM 3: ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION Valmont is asking shareholders to vote on whether future advisory votes on executive compensation, of the nature reflected in Item 2 above, should occur every year, every two years, or every three years. Securities and Exchange Commission rules require that the frequency of say-on-pay votes be put to shareholder vote every six years. Valmont’s shareholders in April 2011 and 2017 respectively cast 94.6% and 86.5% of their votes in favor of an annual say-on-pay vote. The shareholders will vote on the following resolution: “RESOLVED, that the holders of the common stock of the Company indicate, by their advisory vote on this resolution, whether the vote on executive compensation should take place every one year, every two years or every three years.” The board of directors, upon recommendation of the Human Resources Committee, has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for Valmont at this time. In formulating its recommendation, the board of directors considered that an annual advisory vote on executive compensation will allow our shareholders to provide their direct input on the Company’s compensation philosophy, policies and practices as disclosed in the proxy statement every year. While the Company’s executive compensation programs are designed to promote a long-term connection between pay and performance, the board of directors recognizes that executive compensation disclosures are made annually. Holding an annual advisory vote on executive compensation provides the Company with more direct and immediate feedback on our compensation disclosures. Shareholders should realize that because the advisory vote on executive compensation occurs well after the beginning of the compensation year, in most cases it may not be feasible to change any executive compensation program in consideration of any one year’s advisory vote on executive compensation. Shareholders will be able to specify one of four choices with respect to this proposal on the proxy card: one year, two years, three years, or abstain. The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the shareholder-approved frequency selection for the advisory vote on executive compensation. The vote is advisory and not binding; however, the Board and the Human Resources Committee will carefully review the voting results. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EVERY “ONE YEAR” ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION VOTE. 2023 Proxy Statement 41 Audit Committee Report The Audit Committee is appointed by the board of directors to assist the board by reviewing (1) the integrity of the Company’s financial statements, (2) the qualifications, independence and performance of the Company’s independent auditors and internal auditing department and (3) the compliance by the Company with legal and regulatory requirements. The Committee oversees the Company’s risk with respect to operational, compliance and financial matters, including legal, insurance, information technology and cybersecurity matters. The Committee manages the Company’s relationship with its independent auditors, who report directly to the Committee. The Committee has sole authority to retain, compensate, oversee and terminate the independent auditors. The 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 Company’s management is responsible for its financial reporting process and internal controls. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those audited financial statements with generally accepted accounting principles. The Committee oversees the Company’s financial reporting process and internal controls on behalf of the board of directors. The Committee reviews the Company’s annual audited financial statements, quarterly financial statements and filings with the Securities and Exchange Commission. The Committee reviews reports on various matters, including (1) critical accounting policies of the Company, (2) material written communications between the independent auditor and management, (3) the independent auditor’s internal quality-control procedures, (4) significant changes in the Company’s selection or application of accounting principles and (5) the effect of regulatory and accounting initiatives on the financial statements of the Company. The Committee also considered whether the provision of non-audit services provided by Deloitte & Touche LLP (“Deloitte”), the Company’s independent auditors, to the Company during fiscal 2022 was compatible with the auditor’s independence. The Committee reviewed and discussed the Company’s audited financial statements for fiscal 2022 with both management and Deloitte. The Committee received from and discussed with Deloitte the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence. The Committee also discussed with Deloitte the matters required to be discussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. Based on these reviews and discussions, the Committee recommended to the board of directors and the board has approved that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. AUDIT COMMITTEE Kaj den Daas, Chairman Daniel P. Neary Catherine James Paglia James B. Milliken 42 2023 Proxy Statement ITEM The firm of Deloitte & Touche LLP and the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively
Audit Fees consist of the audit of the Company’s fiscal Audit-Related Fees consist of financial statement audits of employee benefit plans, consents related to Securities and Exchange Commission filings, procedures in connection with SEC registration statements, comfort letters provided in connection with the issuance of debt, agreed-upon procedures, documentation review in connection with the Company’s internal controls over financial reporting and due diligence services performed with respect to acquisitions. Tax Fees consist of international tax planning and federal, state and expatriate tax compliance. The Committee pre-approves all audit and permitted non-audit services to be performed by the independent auditor, including audit services, audit-related services, tax services and any other services. The Committee periodically grants pre-approval of specific audit and non-audit services including cost levels for such services. Any services not covered by prior pre-approvals, or services exceeding the pre-approved cost levels, must be approved in advance by the Committee. In periods between Committee meetings, the Committee The Audit Committee has appointed Deloitte The Audit Committee requests that the shareholders ratify THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM 2023 Proxy Statement 43 Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors to file reports of changes in ownership of the Company’s common stock with Securities and Exchange Commission. Executive officers and directors are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms so filed. Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s executive officers and directors, the Company believes that all persons subject to these reporting requirements filed the required reports on a timely basis during fiscal 2022, except a Form 3 for an executive officer, Renee Campbell, reporting appointment as an executive officer, was delayed due to delay in obtaining Edgar filing codes and a Form 4 for a director, Kaj den Daas, reporting a sale transaction, was inadvertently not timely filed, which upon discovery was promptly reported. Shareholder Proposals Shareholder proposals intended to be presented at the The Company’s bylaws set forth certain procedures which shareholders must follow in order to nominate a director or present any other business, not submitted for inclusion in the proxy statement, at an annual shareholders’ meeting. Generally, a shareholder must give timely notice to the Secretary of the Company. To be timely, such notice must be received by the Company at its principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees at the 2024 annual meeting of shareholders other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no earlier than December 14, 2023 and no later than January 25, 2024. The bylaws specify the information which must accompany any such shareholder notice. Details of the provision of the bylaws may be obtained by any shareholder from the Secretary of the Company. The Company’s proxy card for the Other Matters The board of directors does not know of any matter, other than those described above, that may be presented for action at the annual meeting of shareholders. If any other matter or proposal should be presented and should properly come before the meeting for action, the persons named in the accompanying proxy will vote upon such matter and upon such proposal in accordance with their best judgment. By Order of the Board of Directors R. Andrew Massey Vice President, Chief Legal Officer and Corporate Secretary Valmont Industries, Inc. 44 2023 Proxy Statement Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYD98387-P86864-Z84373! ! !ForAllWithholdAllFor AllExceptFor Against AbstainFor Against Abstain! ! !To withhold authority to vote for any individualnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below.VALMONT INDUSTRIES, INC.15000 VALMONT PLAZAOMAHA, NE 68154Nominees:01) Mogens C. Bay02) Ritu Favre03) Richard A. Lanoha3. Advisory vote on the frequency of the advisory vote on the company's executive compensation.4. Ratifying the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2023.The Board of Directors recommends you vote FOR proposals 2 and 4 and in favor of "1 Year" for proposal 3:2. Advisory approval of the company's executive compensation.NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.1. Election of DirectorsVALMONT INDUSTRIES, INC.The Board of Directors recommends you vote FOR thefollowing: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 signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporateor partnership name by authorized officer.! ! ! !! ! !1 Year 2 Years 3 Years AbstainVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic deliveryof information. Vote by 11:59 p.m. Eastern Time on April 23, 2023 for sharesheld directly and by 11:59 p.m. Eastern Time on April 19, 2023 for shares heldin a Plan. Have your proxy card in hand when you access the web site andfollow the instructions to obtain your records and to create an electronic votinginstruction form.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 p.m. Eastern Time on April 23, 2023 for shares held directly and by11:59 p.m. Eastern Time on April 19, 2023 for shares held in a Plan. Have yourproxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717.SCAN TOVIEW MATERIALS & VOTE wD98388-P86864-Z84373 ANNUAL MEETING OF SHAREHOLDERSMonday, April 24, 202310:00 a.m.This proxy is solicited by the Board of Directors for use at the Annual Meeting on April 24, 2023.By signing the proxy, you revoke all prior proxies and appoint Mogens C. Bay and Catherine James Paglia, and each of themwith full power of substitution, to vote your shares on the matters shown on the reverse side and in their discretion on any othermatters which may come before the Annual Meeting and all adjournments.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, thisproxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse sideImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement, Annual Report and 10-K are available at www.proxyvote.com.ANNUAL MEETING OF SHAREHOLDERSMonday, April 24, 202310:00 a.m.Valmont Industries, Inc.15000 Valmont PlazaOmaha, NE 68154 0000102729 3 2022-01-01 2022-12-31 |