VALMONT INDUSTRIES INC

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

Mr. Kaniewski participated in the 2022-2024 and 2023-2025 long-term incentive plans until December 30, 2023 and received on a prorated basis 11,466 shares and 3,132 shares respectively under the plans based on the projected level of achievement as determined by the Committee in February 2024.

In February 2023, the Committee selected the participants and established the performance goals for the 2023-2025 award cycle; the performance goals for the cycle ending in 2025 are again based on a combination of growth in operating income and return on invested capital weighted 70% to ROIC and 30% to OIG, with each metric independently weighted. Targets were established for named executive officers based on a percentage of base salary ranging from 50% to 237.5% and performance targets established at 14% average ROIC and 10% OIG growth. Any 2023-2025 long term incentive award will be paid in shares of common stock.

Stock Incentives and Ownership Guidelines

The board of directors, upon recommendation of the Committee, has established stock ownership and retention guidelines for senior management. The guidelines require an equity position (shares owned and restricted share units held) having a value of 6.0 times base salary for the Chief Executive Officer, 2.5 times base salary for the Chief Financial Officer, Executive Vice Presidents and Group Presidents, 1.5 times base salary for senior vice presidents and 1.0 times base salary for other corporate officers. The officers are required to retain 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines have been attained and maintained. All named executive officers currently meet the targets using the closing stock price on the March 15, 2024 record date with the exception of Mr. Applbaum whose target increased to 6.0 times his base salary upon his appointment as Chief Executive Officer in July 2023.

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 2021, 2022 and 2023 made at the regularly scheduled Committee meeting in December of each year as part of the compensation for the upcoming year. Stock options are exercisable at the market value on the date of grant and have value only if the Company’s stock price increases. Stock options granted during 2023 vest beginning on the first anniversary of the grant in equal amounts over three years and expire ten years after the date of grant. Employees must be employed by the Company at the time of vesting in order to exercise the options. Options granted in 2023 also vest on death, disability and involuntary termination following a change-of-control. If an employee retires after age 62 (with five years of service), options continue to vest and be exercisable according to the original terms. The Company’s stock plans prohibit repricing. Restricted stock units granted during 2023 vest in no less than three equal installments beginning on the first anniversary of the grant; the units also vest on death, disability and involuntary termination following a change-of-control, and vesting is prorated if an employee retires after age 62 (with five years of service).

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 March 15, 2024. 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’s history of retaining

2024 Proxy Statement 25

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shares previously obtained through the exercise of prior options and restricted stock grants. In December 2023, 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:

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

The Committee granted options for an aggregate of 39,740 shares and 65,334 restricted stock units for an aggregate of 105,074 shares to a total of 325 employees in December 2023, including options and restricted stock units to named executive officers as described below. The Committee granted (i) 3,939 restricted stock awards to selected international employees and (ii) 4,329 restricted stock units to directors.

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 2023, the Committee granted the following stock options and restricted stock units to the named executive officers: