VALMONT INDUSTRIES INC

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The Company has used as its primary benchmark surveys based on market data provided by FW Cook adjusted to provide market compensation levels for companies within a range of Valmont’s annual revenues. For 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 $4.32 billion. Valmont’s 2022 revenues were $4.35 billion. The competitive medians referenced below for base salary, target annual incentives and long-term incentives are the competitive medians based on the survey data.

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For 2024 compensation established by the Committee in December 2023 (for 2024 base salaries) and February 2024 (for 2024 incentive plans), the Committee used a national general industry survey of approximately 800 companies. The adjusted 2023 revenue size range of the companies in the survey was approximately $4.2 billion. Valmont’s 2023 revenues were $4.18 billion.

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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 2023 compensation consisted of the following eighteen companies:

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The Committee, on FW Cook’s recommendation, revised the peer group in October 2023 (for purposes of the 2024 compensation program) by removing Enviri (formerly Harsco Corporation) given its reduced market capitalization. Following this change, the Company’s peer group included seventeen companies.

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The Company’s revenues approximate the median of the new peer group. The peer group had median 2023 revenues of $4.12 billion. Valmont’s revenues for 2023 were $4.18 billion.

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

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The compensation programs provide for both cash and equity elements. Base salary and annual incentives are paid in cash. Long-term incentives for the 2021-2023 and subsequent long-term plans consisted of Company performance shares payable in Valmont stock. Stock options and restricted stock units (“RSUs”) are settled in equity.

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The Committee determines the mix of cash and equity compensation. The Committee has no pre-established policy for the allocation between either cash and equity or short-term and long-term incentive compensation. 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.

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

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

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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 officers. Consequently, compensation paid to certain officers in excess of $1 million may not be deductible.

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2024 Proxy Statement 19

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Elements of Compensation.

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

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The three components are base salary, annual performance incentives, and long-term performance incentives (which include equity incentives). For 2023, base salary accounted for approximately 24% of the total target annualized compensation of the ongoing named executive officers and incentive compensation accounted for approximately 76% of such total compensation.

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Valmont’s annual incentive plan for 2023 included a 5% incentive modifier based on goals for decreases in carbon intensity, reduction in total recordable incident rate, and increase in diversity, equity and inclusion survey results.

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Valmont’s executive officers do not have employment agreements.

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

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

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

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

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

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