VALMONT INDUSTRIES INC

For the period ended May 6, 2024. Filed Mar 26, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2024 · Filed Mar 26, 2024

VMI$404.31+1.6%Stored close · as of Nov 6, 2026

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Contents

Pay Versus Performance Table

· · · · Avner M. Applbaum · · · Stephen G. Kaniewski · · · Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) · · · Average Compensation Actually Paid to Non-CEO NEOs ($)(3) · · · · · · · · · · · · · · · · · · ·
· · · · Summary Compensation Table Total forCEO($)(1) · · · Compensation Actually Paid toCEO($)(1)(2) · · · Summary Compensation Table Total forCEO($)(1) · · · Compensation Actually Paid to CEO($)(1)(2) · · · Value of Initial Fixed$100 Investment Based On: ·
· Year · · · Company TSR($) · · · Peer Group Index TSR($) (4) · · · Adjusted ROIC (%)(5) ·
	2023	5,956,400	4,305,592	6,280,307	(-5,362,357)	2,572,221	1,409,666	161.88	159.52	14.0
	2022	n/a	n/a	8,674,260	21,710,433	2,258,298	4,865,986	227.19	116.64	13.3
	2021	n/a	n/a	7,337,975	16,362,423	1,944,076	3,485,985	166.76	133.14	11.7
	2020	n/a	n/a	6,432,086	9,973,234	1,634,815	2,003,714	116.22	116.87	8.7

(1)

Compensation for CEOs reflects the amounts reported in the Summary Compensation Table (“SCT”) for Mr. Applbaum and Mr. Kaniewski for 2023 and for Mr. Kaniewski for 2022, 2021 and 2020. Mr. Francis was a Non-CEO NEO in 2023. Ms. Larkin and Messers. Schapper and Parnell were Non-CEO NEOs in 2023, 2022 and 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. Average compensation for Non-CEO NEOs is based on the compensation of the NEOs for the relevant period.

(2)

The SCT Total amounts for CEOs for 2023 were adjusted as set forth below to compute the compensation actually paid. The FY 2023 deductions in value reflect the decreases in value of options and RSUs during the fiscal year. VMI’s stock price on the first day of fiscal 2023 was $330.30 and on the last day of fiscal 2023 (December 4 used for example) was $233.51.

· · · · Deduction of the Amounts of Equity Awards Reported in SCT for Fiscal Year · · · Addition of Fair Value of Outstanding and Unvested Equity Awards Granted During the Fiscal Year as of the End of the Fiscal Year ($) · · · Change in Fair Value From Prior Fiscal Year of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of the End of the Fiscal Year ($) · · · Change in Fair Value as of the Vesting Date from the Prior Fiscal Year of Equity Awards Vesting in the Fiscal Year ($) · · · Fair Value of Equity Awards as of the Prior Fiscal Year of Awards that Failed Vesting Conditions in Fiscal Year ($) ·
· Fiscal Year · · · Stock Awards ($) · · · Options ($) ·
	2023 (Applbaum)	(-2,555,897)	(-1,599,138)	4,129,787	(-581,354)	(-1,044,206)	0
	2023 (Kaniewski)	(-2,671,481)	0	731,374	0	(-4,669,369)(a)	(-5,033,188)(b)

(a)

Reflects decrease in value of 4,797 RSUs,17,732 Options and 19,279 PSUs.

(b)

Reflects loss of value of forfeited 4,102 RSUs,15,098 Options and 2,899 PSUs.

(3)

The Average SCT Total amounts for the Non-CEO NEOs were adjusted to compute the compensation actually paid as follows:

· · · · Deduction of the Amounts of Equity Awards Reported in SCT for Fiscal Year · · · Addition of Fair Value of Outstanding and Unvested Equity Awards Granted During the Fiscal Year as of the End of the Fiscal Year ($) · · · Change in Fair Value From Prior Fiscal Year of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of the End of the Fiscal Year ($) · · · Change in Fair Value as of the Vesting Date from the Prior Fiscal Year of Equity Awards Vesting in the Fiscal Year ($) · · · Fair Value of Equity Awards as of the Prior Fiscal Year of Awards that Failed Vesting Conditions in Fiscal Year ($) ·
· Fiscal Year · · · Stock Awards ($) · · · Options ($) ·
	2023					(-1,228,355)						(-253,044)						1,408,760						(-384,405)						(-705,510)						0

(4)

S&P 400 Industrial Machinery Index.

(5)

Valmont selected adjusted return on invested capital (“adjusted ROIC”) as a company specific financial measure that links financial results and performance. A significant portion of an executives long-term performance award is based on adjusted ROIC. ROIC and adjusted ROIC are non-GAAP financial measures. ROIC and adjusted ROIC are calculated from the Company’s audited financial statements as follows:

38 2024 Proxy Statement


Operating Income	$291,557	$433,249	$286,785	$225,953
Adjusted effective tax rate	38.1%	27.7%	23.6%	24.2%
Tax effect on operating income	(111,124)	(119,872)	(67,681)	(54,681)

After-tax operating income	$180,433	$313,317	$219,104	$171,272

Average invested capital	$2,504,474	$2,437,232	$2,176,577	$1,975,693

Return on invested capital	7.2%	12.9%	10.1%	8.7%
Operating income	$291,557	433,249	286,785	—
Impairment of long-lived assets	140,844	—	27,911	—
Realignment charges	35,210	—	4,052	—
Other non-recurring charges	5,626	—	—	—
Prospera intangible asset amortization	—	6,580	3,396	—
Prospera stock-based compensation	—	9,896	5,240	—
Write-off of a receivable	—	—	5,545	—
Acquisition diligence	—	—	1,120	—

Adjusted operating income	$473,237	$449,725	$334,049	$—
Adjusted effective tax rate	25.9%	27.7%	23.6%	—
Tax effect on adjusted operating income	(122,665)	(124,431)	(78,836)	—

After-tax adjusted operating income	$350,572	$325,294	$255,213	$—

Average invested capital	$2,504,474	$2,437,232	$2,176,577	$—

Adjusted return on invested capital	14.0%	13.3%	11.7%	—
Total Assets	$3,477,448	$3,556,996	$3,447,249	$2,953,160
Less: Defined benefit pension asset	(15,404)	(24,216)	—	—
Less: Accounts payable	(358,311)	(360,312)	(347,841)	(268,099)
Less: Accrued expenses	(277,764)	(248,320)	(253,330)	(227,735)
Less: Contract liabilities	(70,978)	(172,915)	(135,746)	(130,018)
Less: Income Tax payable	—	(3,664)	—	—
Less: Dividends payable	(12,125)	(11,742)	(10,616)	(9,556)
Less: Deferred income taxes	(21,205)	(41,091)	(47,849)	(41,689)

Less: Operating lease liabilities	(162,743)	(155,469)	(147,759)	(80,202)
Less: Deferred compensation	(32,623)	(30,316)	(35,373)	(44,519)
Less: Defined benefit pension liability	—	—	(536)	(118,523)
Less: Other non-current liabilities	(12,818)	(13,480)	(89,207)	(58,687)

Total invested capital	$2,513,477	$2,495,471	$2,378,992	$1,974,162

Beginning invested capital	$2,495,471	$2,378,992	$1,974,162	$1,977,223
Average invested capital	$2,504,474	$2,437,232	$2,176,577	$1,975,693

The adjusted effective tax rate for fiscal 2023 excluded the effects of the impairment of long-lived assets of $140.8 million, realignment charges of $35.2 million, non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership of $5.6 million, loss from Argentine peso hyperinflation of $5.1 million, and non-recurring tax benefit items of $3.6 million.

2024 Proxy Statement 39

The effective tax rate including these items was 38.1%. The adjusted effective tax rate for fiscal 2022 excluded the effects of the $33.3 million loss from the divestiture of the offshore wind energy structure business which is not deductible for income tax purposes. The effective rate including the loss on the divestiture is 29.9%. The adjusted effective tax rates for fiscal 2020 excluded the effects of the $12.575 million goodwill impairments which are not deductible for income tax purposes. The effective tax rate in 2020 including the impairments is 25.7%.

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 Adjusted ROIC

The Peer Group Index TSR is the S&P 400 Industrial Machinery Index.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.