VALMONT INDUSTRIES INC

For the period ended Apr 28, 2025. Filed Mar 12, 2025.

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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.

Apr 28, 2025 · Filed Mar 12, 2025

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

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Contents

PAY VERSUS PERFORMANCE TABLE

· Year · · · Summary Compensation Table Total for CEO (current) ($)(1) · · · Compensation Actually Paid to CEO (current) ($)(1)(2) · · · Summary Compensation Table Total for CEO (former) ($)(1) · · · Compensation Actually Paid to CEO (former) ($)(1)(2) · · · Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) · · · Average Compensation Actually Paid to Non-CEO NEOs ($)(3) · · · Value of Initial Fixed $100 Investment Based On: · · · Net Income (GAAP) (in millions) ($) · · · Adjusted ROIC (%)(5) ·
· Company TSR ($) · · · Peer Group Index TSR ($)(4) ·
	2024	7,639,710	13,430,167	—	—	1,976,754	2,578,594	214.41	174.11	350,624	16.4
	2023	5,956,400	4,305,592	6,280,307	(-5,362,357)	2,572,221	1,409,666	161.88	159.52	144,912	14.0
	2022	n/a	n/a	8,674,260	21,710,433	2,258,298	4,865,986	227.19	116.64	254,251	13.3
	2021	n/a	n/a	7,337,975	16,362,423	1,944,076	3,485,985	166.76	133.14	197,725	11.7
	2020	n/a	n/a	6,432,086	9,973,234	1,634,815	2,003,714	116.22	116.87	142,149	8.7

(1)

Mr. Applbaum was CEO in 2024 and 2023 (beginning July 11). Stephen G. Kaniewski was CEO in 2023 (until July 11), 2022, 2021 and 2020. Ms. Larkin and Messers. Liguori, Francis, Donahue, Massey and Schapper were Non-CEO NEOs in 2024. 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 (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 Summary Compensation Table (“SCT”) Total amount for CEO for 2024 was adjusted as set forth below to compute the compensation actually paid. The FY 2024 increases in value reflect the increases in value of options and RSUs during the fiscal year. Valmont’s stock price on the first day of fiscal 2023 was $330.30 and on the last day of fiscal 2023 was $233.51. Valmont’s stock price on the first day of fiscal 2024 was $234.52 and on the last day of fiscal 2024 was $306.54.

· · · · 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 ($) · · · Options ($) ·
	2024					3,357,179						1,283,259						7,504,388						1,815,123						1,111,384						0

(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 ($) · · · Options ($) ·
	2024					653,749						137,216						1,099,331						203,154						413,124						322,804

(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 2025 Proxy Statement


Operating Income	$524,584	$291,557	$433,249	$286,785	$225,953
Adjusted effective tax rate	25.2%	38.1%	27.7%	23.6%	24.2%
Tax effect on operating income	(132,050)	(111,124)	(119,872)	(67,681)	(54,681)

After-tax operating income	$392,534	$180,433	$313,317	$219,104	$171,272

Average invested capital	$2,396,436	$2,504,474	$2,437,232	$2,176,577	$1,975,693

Return on invested capital	16.4%	7.2%	12.9%	10.1%	8.7%
Operating income	$524,584	$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	$524,584	$473,237	$449,725	$334,049	$225,953
Adjusted effective tax rate	25.2%	25.9%	27.7%	23.6%	24.2%
Tax effect on adjusted operating income	(132,050)	(122,665)	(124,431)	(78,836)	(54,681)

After-tax adjusted operating income	$392,534	$350,572	$325,294	$255,213	$171,272

Average invested capital	$2,396,436	$2,504,474	$2,437,232	$2,176,577	$1,975,693

Adjusted return on invested capital	16.4%	14.0%	13.3%	11.7%	8.7%
Total Assets	$3,329,972	$3,477,448	$3,556,996	$3,447,249	$2,953,160
Less: Defined benefit pension asset	(46,520)	(15,404)	(24,216)	—	—
Less: Accounts payable	(372,197)	(358,311)	(360,312)	(347,841)	(268,099)
Less: Accrued expenses	(275,407)	(277,764)	(248,320)	(253,330)	(227,735)
Less: Contract liabilities	(126,932)	(70,978)	(172,915)	(135,746)	(130,018)
Less: Income Tax payable	(22,509)	—	(3,664)	—	—
Less: Dividends payable	(12,019)	(12,125)	(11,742)	(10,616)	(9,556)
Less: Deferred income taxes	(6,344)	(21,205)	(41,091)	(47,849)	(41,689)

Less: Operating lease liabilities	(134,534)	(162,743)	(155,469)	(147,759)	(80,202)
Less: Deferred compensation	(33,302)	(32,623)	(30,316)	(35,373)	(44,519)
Less: Defined benefit pension liability	—	—	—	(536)	(118,523)
Less: Other non-current liabilities	(20,813)	(12,818)	(13,480)	(89,207)	(58,687)

Total invested capital	$2,279,395	$2,513,477	$2,495,471	$2,378,992	$1,974,162

Beginning invested capital	$2,513,477	$2,495,471	$2,378,992	$1,974,162	$1,977,223
Average invested capital	$2,396,436	$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.

2025 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%.

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