VALMONT INDUSTRIES INC

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The Committee in February 2023 selected the participants, including the named executive officers, for participation in the three-year award cycle ending in 2025. Targets for the 2023-2025 award cycle for the named executive officers were established based on a predetermined percentage ranging from 40% to 200.0% of base salary, which amount was converted to PSUs valued at the Company’s stock price at the beginning of the performance period (which for the 2023-2025 performance period was a thirty-day average of $332.59). The percentage of base salary for the named executive officers was:

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Prorated from Mr. Applbaum’s appointment as CEO on July 11, 2024.

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Prorated from Mr. Liguori’s and Mr. Matthews’ hire dates in 2024.

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The performance matrix provides for the potential payouts to be increased or decreased in number based on greater or lesser levels of performance. Earned PSUs are issued at the end of the performance period, the value of payouts may be higher or lower based on the Company’s stock price performance during the award cycle. Performance incentives are generally forfeited if a participant leaves the Company before the end of the performance cycle. Prorated awards may be earned based on performance results in the event of death, disability, normal retirement, termination of employment without cause one year after grant, or a change in control. Earned PSUs are capped at two times the target number of PSUs. The Committee approves the number of PSUs to be paid following a review of results at the end of each performance cycle. Awards are paid in shares of common stock.

Based on the above described ROIC and OIG performance goals established by the Committee, the Company’s three-year average ROIC on an adjusted basis was 14.60% and the three-year cumulative compound adjusted operating income growth was 2.30%, resulting in PSUs earned for the 2023-2025 period at 102.9% of target. The Company’s calculation of return on invested capital for the three years on an adjusted basis is on page 38. The 2023 adjusted operating income (GAAP operating income of $291 million increased by (i) $176 million pre-tax impairment of long-lived assets and organizational realignment expenses, (ii) $5.4 million of other pre-tax non-recurring expenses and (iii) $10.9 million Prospera pre-tax intangible asset amortization and Prospera share compensation) was $483.3 million. There were no adjustments to 2024 operating income. The 2025 adjusted operating income (GAAP operating income of $415.6 million) decreased by $100.09 million tax benefit, consisting of a GAAP tax rate effect of $26.3 million and worthless securities deduction of $73.8 million, was $315.5 million.

The Company’s stock price during the performance period increased from a start date 30 day average of $332.59 to $412.20 which increased the value of the earned PSUs. The 2023-2025 long-term incentives were paid in Company common stock. Long-term plan shares were earned by the named executive officers as follows: