VALMONT INDUSTRIES INC

Base Salary

Base salary is targeted at the competitive median level. Competitive median levels for 2023 were provided by FW Cook based on national general survey data which was the primary market reference point. Base salary is intended to compensate the executive for satisfying the requirements of the position. Salaries for executive officers and other key employees are reviewed by the Committee on an annual basis and may be changed based on the individual’s performance or a change in competitive pay levels in the marketplace.

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 2023 compensation (4.5% of covered compensation) for the named executive officers (which matched the amounts contributed by such executive officers) are set forth in the Non-Qualified Deferred Compensation table.

Based on the factors described above, the Committee in December 2022 reviewed the base salaries of executive officers for 2023. The base salaries for Messrs. Kaniewski, Schapper, Applbaum, Donahue and Francis and Ms. Larkin were each increased 4% to $1,125,000, $723,840, $668,720, $517,390, $394,836 and $436,800, respectively.

The Committee reviewed executive base salaries for 2024 in December 2023 based on the same factors described above. The base salary for Mr. Applbaum was increased 7%, and the base salaries for Messrs. Schapper, Donahue, Francis and Ms. Larkin were each increased 3.5%.

Annual Incentives

The Company’s short-term incentives for 2023 were established by the Committee. The Committee determined for 2023 that the annual incentive of executives should be based on optimizing profits and revenue growth. Accordingly, the executive officer programs provide for target performance levels based 75% on the Company’s net earnings performance and 25% on revenue growth performance. Mr. Schapper’s short-term incentive was based on the Infrastructure segment (he was Group President prior to an executive change on July 31, 2023) 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. For 2023, each named executive officer’s annual incentive opportunity ranged from 0% to 200% of the target, depending on the level of achievement of the Company’s performance goals. For named executive officers’ 2023 annual incentives, a target incentive was established ranging from 50% to 120% of base salary, and performance goals were set based on net earnings and revenue growth results.