VALMONT INDUSTRIES INC

​

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 2024 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 2023 reviewed the base salaries of executive officers for 2024. The base salary for Mr. Applbaum was increased 7% to $1,106,000 and Mr. Parnell’s base salary was increased 18% to $508,000 based in part on his efforts in connection with the CEO transition. The base salaries for Messrs. Schapper, Donahue, Massey and Francis and Ms. Larkin were each increased 3.5% to $749,174, $621,000, $416,303, $408,655 and $452,088, respectively. In connection with his appointment as CFO in August 2024, Mr. Liguori’s base salary was set at $650,000.

The Committee reviewed executive base salaries for 2025 in December 2024 based on the same factors described above. The base salaries for Messrs. Applbaum, Liguori, Donahue, Massey, Francis and Ms. Larkin were each increased 3.5%.