VALMONT INDUSTRIES INC

For the period ended Apr 27, 2026. Filed Mar 11, 2026.

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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 27, 2026 · Filed Mar 11, 2026

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 $100 Investment Based On: · · · Net Income (GAAP) (in thousands) ($) · · · Adjusted ROIC (%)(5) ·
· Company TSR ($) · · · Peer Group Index TSR ($)(4) ·
	2025	7,762,266	13,791,681	—	—	1,902,906	2,323,144	250.03	186.07	353,688	13.5
	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

(1)

Mr. Applbaum was CEO in 2025, 2024 and 2023 (beginning July 11). Stephen G. Kaniewski was CEO in 2023 (until July 11), 2022 and 2021. Messers. Liguori, Matthews, Colwell, Turi and Donahue were Non-CEO NEOs in 2025. 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. 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 2025 was adjusted as set forth below to compute the compensation actually paid. The increases in value in fiscal 2025 and 2024 reflect the increases in value of options and RSUs during those fiscal years. Valmont’s stock price on the first day of fiscal 2025 was $305.39 and on the last day of fiscal 2025 was $412.20. Valmont’s stock price on the first day of fiscal 2024 was $234.52 and on the last day of fiscal 2024 was $324.20. 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.

· Fiscal Year · · · 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 ($) · · · Fair Value of Equity Awards as of the Prior Fiscal Year of Awards that Failed Vesting Conditions in Fiscal Year ($) ·
· Stock Awards ($) · · · Options ($) ·
	2025					3,961,817						1,423,435						7,162,391						3,261,342						990,934						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 ($) · · · Options ($) ·
	2025					645,897						183,662						1,136,347						323,442						141,474						351,467

(4)

S&P 400 Industrial Machinery & Supplies & Components 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:

2026 Proxy Statement 37


Operating Income	$415,576	$524,584	$291,557	$433,249	$286,785
Tax rate	6.3%	25.2%	38.1%	27.7%	23.6%
Tax effect on operating income	(26,261)	(132,050)	(111,124)	(119,872)	(67,681)

After-tax operating income	$389,315	$392,534	$180,433	$313,317	$219,104

Average invested capital	$2,343,300	$2,396,436	$2,504,474	$2,437,232	$2,176,577

Return on invested capital	16.6%	16.4%	7.2%	12.9%	10.1%
Operating income	$415,576	$524,584	$291,557	433,249	286,785
Impairment of long-lived assets	91,337	—	140,844	—	27,911
Realignment charges	16,066	—	35,210	—	4,052
Other non-recurring charges	14,874	—	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	$537,853	$524,584	$473,237	$449,725	$334,049
Adjusted effective tax rate	23.2%	25.2%	25.9%	27.7%	23.6%
Tax effect on adjusted operating income	(124,599)	(132,050)	(122,665)	(124,431)	(78,836)

After-tax adjusted operating income	$413,254	$392,534	$350,572	$325,294	$255,213

Average invested capital	$2,343,300	$2,396,436	$2,504,474	$2,437,232	$2,176,577

Adjusted return on invested capital	17.6%	16.4%	14.0%	13.3%	11.7%
GAAP operating income	415,576	—	—	—	—
Exclude worthless securities deduction benefit	73,829	—	—	—	—
Exclude GAAP tax benefit	26,261	—	—	—	—

Further after-tax adjusted operating income	315,486

Further adjusted return on invested capital	13.5%	—	—	—	—
Total Assets	$3,369,329	$3,329,972	$3,477,448	$3,556,996	$3,447,249
Less: Defined benefit pension asset	(39,666)	(46,520)	(15,404)	(24,216)	—
Less: Accounts payable	(359,539)	(372,197)	(358,311)	(360,312)	(347,841)
Less: Accrued expenses	(284,751)	(275,407)	(277,764)	(248,320)	(253,330)
Less: Contract liabilities	(52,013)	(126,932)	(70,978)	(172,915)	(135,746)
Less: Income Tax payable	(12,604)	(22,509)	—	(3,664)	—
Less: Dividends payable	(13,278)	(12,019)	(12,125)	(11,742)	(10,616)
Less: Deferred income taxes	(5,316)	(6,344)	(21,205)	(41,091)	(47,849)

Less: Operating lease liabilities	(130,007)	(134,534)	(162,743)	(155,469)	(147,759)
Less: Deferred compensation	(29,631)	(33,302)	(32,623)	(30,316)	(35,373)
Less: Defined benefit pension liability	—	—	—	—	(536)
Less: Other non-current liabilities	(35,320)	(20,813)	(12,818)	(13,480)	(89,207)

Total invested capital	$2,407,204	$2,279,395	$2,513,477	$2,495,471	$2,378,992

Beginning invested capital	$2,279,395	$2,513,477	$2,495,471	$2,378,992	$1,974,162
Average invested capital	$2,343,300	$2,396,436	$2,504,474	$2,437,232	$2,176,577

The adjusted effective tax rate for fiscal 2025 excluded the effects of the impairment of long-lived assets of $91.3 million, the worthless securities deduction and release of foreign tax credit valuation allowances totaling $78.5 million, realignment charges of $16.1 million (of which $0.7 million was included in cost of goods sold), and other non-recurring charges of $14.9 million (of which $0.7 million was included in cost of goods sold) mainly consisting of costs to fulfill contractually required payments for system licenses no longer needed and asset valuation adjustments for a joint venture ag solar business. The effective rate including these items was 6.3%.

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