SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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NOTICE OF THE 2020 ANNUAL MEETING OF THE STOCKHOLDERS AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING
| | Valmont Industries, Inc. Headquarters | ||||||
15000 Valmont Plaza | |||||||
Omaha, Nebraska 68154-5215 | |||||||
| April 24, 2023 | | | | 10:00 Central Daylight Time | ||
1.Electing four directors of the Company to three-year terms;2.Advisory approval of the Company's executive compensation;3.Ratifying the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2020; and4.Consider and act upon such other business that may properly come before the meeting.
| | 1 | | | | Electing three directors of the Company to three-year terms; | |
| | 2 | | | | Advisory approval of the Company’s executive compensation; | |
| | 3 | | | | Advisory vote on the frequency of executive compensation votes; | |
| | 4 | | | | Ratifying the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2023; and | |
| | 5 | | | | Consider and act upon such other business that may properly come before the meeting. | |
February 27, 2023.
The formal meeting of shareholders will be followed by a review of Valmont's business operations and our outlook for the future. Following the meeting, you are invited to an informal reception where you can visit with the directors and officers about the activities of the Company.
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![[MISSING IMAGE: sg_andrewmassey-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/sg_andrewmassey-bw.jpg)
Corporate Secretary
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PROXY STATEMENT SUMMARY
When: Tuesday, April 28, 2020 at 1 p.m. Central TimeWhere: Valmont Headquarters, Omaha Nebraska Where When Time Valmont Headquarters,
Omaha, Nebraska Monday, April 24, 2023 at 10:00 a.m.
Central Daylight Time Voting Matters Board Recommendation Page Voting MattersBoard RecommendationPage Election of FourThree Director Nominees FOR 54 Advisory Vote on Executive Compensation FOR 3339 Advisory Vote on the Frequency of Executive Compensation Votes 1 YEAR 41 Ratification of Appointment of Independent Auditors FOR 3543 ••1-800-690-6903,1-800-579-1639, or•
The Securities and Exchange Commission'sCommission’s rules permit us to deliver a single Notice or set of this proxy statement and our annual report to one address shared by two or more of our shareholders. This delivery method is referred to as "householding"“householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice or set of this proxy statement and our annual report to multiple shareholders who share an address, unless we received contrary instructions from such shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or a set of this proxy statement and our annual report, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice or this proxy statement and our annual report, contact Broadridge Financial Solutions, Inc. at 1-800-579-1639 or by email at sendmaterial@proxyvote.com.
The Vanguard Group(3) 100 Vanguard Boulevard Malvern, PA 19355 BlackRock, Inc.(4) 40 East 52nd Street New York, NY 10022 T. Rowe Price Associates, Inc.(5) 100 E. Pratt Street Baltimore, MD 21202 Neuberger Berman Group LLC(6) 605 Third Avenue New York, NY 10158 Mogens C. Bay(7) Walter Scott, Jr. Kaj den Daas Clark T. Randt, Jr. Daniel P. Neary J. B. Milliken Catherine James Paglia Theo W. Freye Donna M. Milrod Richard A. Lanoha Stephen Kaniewski Mark C. Jaksich Timothy P. Francis T. Mitchell Parnell Claudio Laterreur All Executive Officers and Directors as Group (18 persons) Board of Directors and Election of Directors terms: Directors Bay, Lanoha and Favre. 2026 Directors. Nominating; and ESG. and performance of the Governance and Nominating Committee Principles and the listing standards of the NYSE. The ESG Committee acts under a written charter, adopted by the Board of Directors, a copy of which is available on the Company’s website. annually. 68154. The board has delegated risk oversight of policies and operational controls of environmental, health and safety, and social risks, and oversight of sustainability matters, including climate change, energy management, water standards and carbon management to the ESG Committee. purchases from a subsidiary of Peter Kiewit In 2020, the Committee retained the services of an independent director search firm which resulted in the addition of Joan Robinson-Berry and Ritu Favre to the Board. education. Company performance shares deductible. Elements for Ms. Larkin was increased 5% to $420,000. The target direct compensation (base salary plus target annual incentive plus target long-term incentive) for Mr. Kaniewski was increased 5%. for target performance levels based 75% on the There is no payout for performance below threshold. Mr. Kaniewski Mr. Jaksich Mr. Parnell Mr. Francis Mr. Laterreur (prorated based on hire date) The prior six fiscal years, was as follows: total recordable incident rate, and diversity, equity and inclusion survey score improvements. Maximum Target Threshold Below Threshold The Committee in February established based on a predetermined percentage ranging from 40% to The Mr. Kaniewski Mr. Jaksich Mr. Parnell (prorated based on promotion date) Mr. Francis Mr. Laterreur (did not participate in the 2017-2019 plan) three-year periods ending in the six prior fiscal years, was as follows: Any 2022-2024 long term incentive award will be paid in shares of common stock. using the closing stock price on the February 27, 2023 record date. on industry standards as provided to the Committee by its independent compensation consultant. The Committee established the number of options and restricted stock units to each executive officer so that the aggregate long-term incentive compensation would be targeted at competitive median levels. The value used in determining the number of stock options granted to each executive officer was computed based on the Company’s estimate of the options’ fair value at the time of grant, using the valuation assumptions described in the following sentence. The fair value of the options granted are reflected in the Summary Compensation Table as computed with subsequently refined assumptions in accordance with FASB Accounting Standards Codification Topic 718, which is described in footnote 12 to the data. directors. Mr. Kaniewski Mr. Jaksich Mr. Parnell Mr. Francis Mr. Laterreur for the Company to attract and retain qualified executives. The Committee will continue to monitor the relationship among executive compensation, the For our fiscal year ended December at least every three years pursuant to SEC rules. Stephen G. Kaniewski President and Chief Executive Officer Mark C. Jaksich Executive Vice President and Chief Financial Officer T. Mitchell Parnell(4) Senior Vice President Human Resources Timothy P. Francis(5) Senior Vice President Corporate Controller Claudio O. Laterreur(6) Senior Vice President IT and CIO Stephen G. Kaniewski Mark C. Jaksich Timothy P. Francis T. Mitchell Parnell Claudio O. Laterreur Stephen G. Kaniewski Mark C. Jaksich Timothy P. Francis T. Mitchell Parnell Claudio Laterreur Stephen Kaniewski Mark Jaksich Timothy Francis T. Mitchell Parnell Stephen G. Kaniewski Mark C. Jaksich Timothy P. Francis T. Mitchell Parnell Claudio O. Laterreur service in accordance with Section 409A of the Internal Revenue Code. The methods of distribution include single lump sum cash payment or annual installments for 2-10 years. In-service withdrawals are allowed in compliance with Section 409A of the Code. Mogens Bay Walter Scott, Jr. Kaj den Daas Daniel P. Neary Clark T. Randt J. B. Milliken Catherine J. Paglia Theo W. Freye Donna M. Milrod Richard A. Lanoha Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total optionee voluntarily retires on or after attaining age 62. If such a change-in-control (involving an involuntary termination) or retirement had occurred on the last day of fiscal Mr. Kaniewski Mr. Jaksich Mr. Francis Mr. Parnell Mr. Laterreur Mr. Kaniewski Mr. Jaksich Mr. Francis Mr. Parnell Mr. Laterreur 2022. Audit Fees Audit-Related Fees Tax Fees Other Fees Total Fees Audit Fees consist of the audit of the ANNUAL MEETING OF March 6, 2020,February 27, 2023, the number of shares beneficially owned by (i) persons known to the Company to be beneficial owners of more than 5% of the Company'sCompany’s outstanding common stock, (ii) executive officers named in the summary compensation table, (iii) directors, and (iv) all directors and executive officers as a group. Name and Address of Beneficial Owner
Beneficial Ownership
February 27, 2023(1)
Class(2)
100 Vanguard Boulevard
Malvern, PA 19355 2,153,702 10.1%
55 East 52nd Street
New York, NY 10055 2,049,786 9.6%
1555 Peachtree Street NE, Suite 1800
Atlanta, GA 30309 1,194,539 5.6% Neuberger Berman Group LLC
1290 Avenue of the Americas
New York, NY 10104 1,087,087 5.1% Mogens C. Bay(6) 195,664 1.0% Kaj den Daas 8,955 Clark T. Randt, Jr. 8,346 Daniel P. Neary 22,851 James B. Milliken 6,916 Catherine James Paglia 8,850 Theo W. Freye 5,817 Richard A. Lanoha 1,690 Ritu Favre 1,085 Joan Robinson-Berry 1,117 Stephen G. Kaniewski 85,016 Avner M. Applbaum 11,120 Aaron M. Schapper 14,747 Diane M. Larkin 5,521 T. Mitchell Parnell 7,968 All Executive Officers and Directors as Group (21 persons) 430,363 2.0% Amount and Nature of
Beneficial Ownership
March 6, 2020(1) Percent of
Class(2) 1,965,036 9.1 % 1,904,326 8.8 % 1,071,061 5.0 % 1,067,261 5.0 % 302,654 1.4 % 136,587 11,678 7,539 20,587 6,774 6,586 4,449 1,247 0 68,853 57,842 7,710 754 0 645,844 3.0 %
(1)(1)March 6, 2020February 27, 2023 will have, the right to acquire through the exercise of stock options, as follows: Shares Mr. Bay57,654 Mr. Kaniewski 59,916 27,660 Mr. JaksichApplbaum 30,831 4,944 Mr. FrancisSchapper 4,672 5,563 Ms. Larkin 2,399 Mr. Parnell 4,095 All Executive Officers and Directors as a Group (18(21 persons) 158,763 63,491 964327 restricted stock units for Mr. Applbaum and 568 restricted stock units for each of the directors (other than director Kaniewski) which will vest within 60 days of March 6, 2020.February 27, 2023.
(2)(2)12, 2020.February 6, 2020.T. Rowe Price AssociatesInvesco Ltd. with the Securities and Exchange Commission on February 14, 2020.Based on a Schedule 13G filed by Neuberger Berman Group LLC with the Securities and Exchange Commission on February 12, 2020.(7)Three individuals, including Mr. Bay, together direct the voting ofFoundation.Foundation over which Mr. Bay shares voting power.
ITEMBOARD OF DIRECTORS AND ELECTION OF DIRECTORSCompany'sCompany’s board of directors is currently composed of eleven members. Following the April stockholder meeting, the board will consist of ten members. The board is divided into three classes and each class serves for three years on a staggered term basis. Five2020 annual meeting: MogensAnnual Meeting: Directors Bay, Walter Scott, Jr., Clark Randt, Jr., Donna MilrodLanoha and Richard Lanoha. Ms. Milrod is not standing for reelection. The remaining fourFavre. Three individuals have been nominated by the board of directors, upon recommendation of the Governance and Nominating Committee, for re-election to three-year terms.Committee'sCommittee’s recommendation or the board action regarding whether to accept or reject the tendered resignation.Company'sCompany’s policy on director retirement, as expressed in the Corporate Governance Principles, as revised in February 2020, provides that a director will not be nominated to a new term if he or she would be over age 75 at the time of election. The board evaluated its skill needs and concluded not to apply the policy to Mr. Scott, a highly-experienced director who is Chairman of the Audit Committee, for the 2020 director election.fourthree nominees, and the sixseven directors whose terms expire in 20212024 and 2022,2025, including ages, years of service, business experience, and service on other boards of directors within the past five years. Information is also provided concerning each person'sperson’s specific experience, qualifications, attributes or skills that led the board to conclude that the person should serve as a director of the Company.ELECTION—ELECTION — Terms Expire 2023![[MISSING IMAGE: ph_mogenscbay-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_mogenscbay-4c.jpg)
Director SinceOctober 1993 Chairman of the Board ,71,74, has been non-executive Chairman of the Company since January 2019.Sons'Sons’, Inc. and of ConAgra Foods, Inc.Bay'sBay holds dual United States and Danish citizenship.Valmont'sValmont’s operating companies and its lines of business, its long-term strategies and domestic and international growth opportunities. Mr. Bay has served as a director![[MISSING IMAGE: ph_ritufavre-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_ritufavre-4c.jpg)
Director SinceSeptember 2020
Governance and Nominating Committee Company since October 1993.Walter Scott, Jr., age 88,Semiconductor Business at National Instruments (2019-2021).as Chairman ofon the Board of Directors of Cohu, Inc., a public semiconductor manufacturing company.Presidenthas 30 years of Peter Kiewit Sons', Inc. Mr. Scott was Chairmanexperience specializing in the development and management of Level 3 Communications from 1998-2014. Mr. Scott is a director of Berkshire Hathaway, Inc.technology solutions.Berkshire Hathaway Energy. He previously served as a director of Commonwealth Telephone Enterprises and Burlington Resources. Mr. Scott is a civilengineer withrelated management experience of infrastructure construction operations at Kiewit. His extensive board experience provides a valuable resource of strategic and oversight input to the Valmont boardBoard of directors. He has served as a director of the Company since April 1981.Clark T. Randt, Jr., age 74, is currently President of Randt & Co. LLC (business consulting) and lived and worked in Asia for more than thirty-five years. Ambassador Randt served as the United States Ambassador to the People's Republic of China from July 2001 to January 2009. He currently serves as a director of United Parcel Service, Inc., Qualcomm Incorporated and Wynn Resorts Ltd. Ambassador Randt was formerly a partner with the international law firm of Shearman & Sterling in Hong Kong where he headed the firm's China practice. Ambassador Randt is a member of the New York bar association and was admitted to the Hong Kong bar association and has over 25 years of experience in cross-border corporate and finance transactions. He is a member of the Council on Foreign Relations. His international experience and knowledge of Asian business operations and experience with U.S. investment in China serves the Company well as it expands its operations in Asia. Ambassador Randt has served as a director of the Company since February 2009.![[MISSING IMAGE: ph_richardalanoha-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_richardalanoha-4c.jpg)
Director SinceOctober 2019 ,52,55, has been President and Chief Executive Officer of Peter Kiewit Sons'Sons’ Inc. and Kiewit Corporation since January 2020. He has served as a director of the Company since October 2019."FOR"“FOR” EACH OF THE ABOVE NOMINEES.DIRECTORS—DIRECTORS — Terms Expire in 2021Daniel P. Neary, age 68, is a member of the board of directors of Mutual of Omaha (full service and multi-line provider of insurance and financial services). Mr. Neary served as CEO of Mutual from 2004-2015 and as Chairman until January 2018. Mutual of Omaha's revenues were in excess of $7 billion in 2019. He was previously President of the Group Insurance business unit of Mutual of Omaha. Mr. Neary's training as an actuary and knowledge of the financial services industry provides valuable background for board oversight of the Company's accounting matters. His experience in strategic development and risk assessment for the Mutual of Omaha insurance companies are well suited to membership on Valmont's board of directors. Mr. Neary has been a director of the Company since December 2005.Theo Freye, age 70, retired in October 2014 as CEO of CLAAS KgaA, a $4.5 billion family owned agricultural machinery firm headquartered in Germany. Mr. Freye, a native of Germany, has more than 30 years of international machinery experience. He holds a Master's Degree in Mechanical Engineering and a Ph.D. in Agricultural Science. His extensive international business experience and engineering background provides value to the Valmont board of directors. Mr. Freye has served as a director of the Company since June 2015.Stephen G. Kaniewski, age 48, has been Chief Executive Officer of the Company since January 2018. He was President and Chief Operating Officer of the Company from October 2016 through December 2017. Prior to that he was Group President of Valmont's Utility Support Structures Segment. Mr. Kaniewski joined Valmont in 2010 as Vice President, Information Technology and also has held the position of Vice President, Global Operations for the Irrigation Segment. Mr. Kaniewski's duties in various Company operating positions provides valuable knowledge and experience of the Company's operations and strategies. Mr. Kaniewski has served as a director of the Company since January 2018.![[MISSING IMAGE: ph_kajdendaas-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_kajdendaas-4c.jpg)
CONTINUING DIRECTORS—Terms Expire in 2022 Director SinceOctober 2004
Governance and Nominating Committee
ESG Committee ,70,73, was CEO of Quality Light Source until March 2018.nativecitizen of the Netherlands, has more than 35 years of international experience in the lighting industry. Mr. den Daas has been a director of the Company since October 2004.![[MISSING IMAGE: ph_jamesbmilliken-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_jamesbmilliken-4c.jpg)
Director SinceDecember 2011
Audit Committee
ESG Committee ,63,66, is Chancellor of the University of Texas System which enrolls over 235,000 students and has an annual budget of over $20$25 billion.Milliken'sMilliken’s experience in managing large organizations which work closely with business and industry and in countries around the world provides value to the Valmont board of directors as the Company grows internationally. Mr. Milliken has served as a director of the Company since December 2011.![[MISSING IMAGE: ph_catherinejamespaglia-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_catherinejamespaglia-4c.jpg)
Director SinceFebruary 2012
Human Resources Committee
Audit Committee ,67,70, has been a director of Enterprise Asset Management, Inc., a New York based privately-held real estate and asset management company since September 1998.Valmont'sValmont’s Audit Committee.![[MISSING IMAGE: ph_danielpneary-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_danielpneary-4c.jpg)
Director SinceDecember 2005
Audit Committee
ESG Committee ![[MISSING IMAGE: ph_theofreye-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_theofreye-4c.jpg)
Director SinceJune 2015
ESG Committee ![[MISSING IMAGE: ph_stephengkaniewski-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_stephengkaniewski-4c.jpg)
Director SinceJanuary 2018 ![[MISSING IMAGE: ph_joanrobinsonberry-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/ph_joanrobinsonberry-4c.jpg)
Director SinceSeptember 2020 Paglia hasRobinson-Berry, age 63, retired in July 2020 as Vice President, Chief Engineer, Boeing Global Services. Male Female Gender African American Directors Asian Directors Directors with Non-U.S. or Dual Citizenship Independent Directors Directors joining Board since January 2018 Board leadership experience Industrial / manufacturing experience Finance experience International experience Corporate governance and oversight background Engineering experience Operations experience Information technology experience Technology / R&D Experience Audit,Audit; Human Resources, andResources; Governance and Nominating.during 2019 wereare directors Scott (Chairman), den Daas (Chair), Neary, PagliaMilliken and Milrod.Paglia. All members of the Audit Committee are independent within the meaning of the Company'sCompany’s Corporate Governance Principles and the listing standards of the NYSE. The board has determined that all members of the Audit Committee are qualified as audit committee financial experts within the meaning of SEC regulations. The Audit Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company'sCompany’s website. The 2022 report of the Audit Committee is included in this proxy statement.2019.2022. The Audit Committee assists the board by reviewing the integrity of the financial statements of the Company; the qualifications, independenceCompany'sCompany’s independent auditors and internal auditing department; and compliance by the Company with legal and regulatory requirements. The Committee also oversees the Company'sCompany’s risk with respect to operational, compliance and financial matters including legal, insurance, information technology and cybersecurity matters. The Audit Committee has sole authority to retain, compensate, oversee and terminate the independent auditor. The Audit Committee reviews the Company'sCompany’s annual audited financial statements, quarterly financial statements, and filings with the Securities and Exchange Commission. The Audit Committee reviews reports on various matters, including critical accounting policies of the Company, significant changes in the Company'sCompany’s selection or application of accounting principles, and the Company'sCompany’s internal control processes. The Audit Committee pre-approves all audit and non-audit services performed by the independent auditor. The Audit Committee has a written policy with respect to its review and approval or ratification of transactions between the Company and a director, executive officer or related person. The Audit Committee reviews and approves or disapproves any material related person transaction, i.e., a transaction in which the Company is a participant, the amount involved exceeds $120,000, and a director, executive officer or related person has a direct or indirect material interest. The Audit Committee reports to the board of directors any such material related person transaction that it approves or does not approve.20192022 were directors Neary (Chairman)(Chair), Paglia, Lanoha, and Milrod.Robinson-Berry. All members of the Human Resources Committee are independent within the meaning of the Company'sCompany’s Corporate Governance Principles and the listing standards of the NYSE. The Human Resources Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company'sCompany’s website. The report of the Human Resources Committee is included in this proxy statement.2019.2022. The Human Resources Committee assists the board in fulfilling its responsibilities relating to compensation of the Company'sCompany’s directors, executive officers, corporate officers and other selected employees. The Committee has responsibility for reviewing, evaluating and approving compensation plans, policies and programs for such persons. The Committee oversees the Company'sCompany’s risk with respect to human capital resources and compensation matters.matters; the Committee also oversees and receives reports on labor practices, human rights policies, employee health and safety, and employee diversity and inclusion. The Human Resources Committee annually reviews and approves corporate goals and objectives for the chief executive officer'sofficer’s compensation and evaluates the chief executive officer'sofficer’s performance in light of those goals and objectives. The Human Resources Committee, together with the other independent directors, determines the chief executive officer'sofficer’s compensation. The Committee also approves incentive compensation plans and equity-based plans for executive officers and other selected employees. The Committee reviews the Company'sCompany’s management level organization and programs for management development and succession planning and reviews reports from management on human resources topics as determined by the Committee. The Human Resources Committee has established stock ownership and retention guidelines for company officers, which are described in this proxy statement in Corporate Governance—Governance — Governance Actions. The board, upon recommendation of the Human Resources Committee, has established stock ownership guidelines for Company directors, which are described in this proxy statement in Corporate Governance—Governance — Governance Actions.Company'sCompany’s executive compensation program. FW Cook performs services solely on behalf of the Committee and does not perform any services for the Company. The Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Committee.20192022 were directors Milliken (Chair), Randt, (Chairman), MillikenFreye, den Daas and Freye.Favre. All members of the Governance and Nominating Committee are independent within the meaning of the Company'sCompany’s Corporate GovernanceCompany'sCompany’s website.2019.2022. The Governance and Nominating Committee assists the board by (1) recommending to the board Corporate Governance Principles for the Company, and (2) identifying qualified candidates for membership on the board, proposing to the board a slate of directors for election by the shareholders at each annual meeting, and proposing to the board candidates to fill vacancies on the board. The Committee overseesboard and (3) overseeing the Company'sCompany’s risk with respect to governance structure and related matters, including stockholder engagementshareholder engagement. The Committee also oversees Board leadership, succession, onboarding and sustainability.education. The Governance and Nominating Committee coordinates the annual self-evaluation by the directors of the board'sboard’s performance, and the CEO'sCEO’s performance and the annual performance evaluation by each committee of the board. The Governance and Nominating Committee oversees the Company'sCompany’s process for consideration of nominees to the Company'sCompany’s board of directors. The process is described in Director Nomination Process.Valmont'sValmont’s businesses and to maintaining Valmont'sValmont’s integrity in the marketplace."Investor Relations"“Investor Relations” section of the Company'sCompany’s website atwww.valmont.com. The following corporate governance documents also appear on the Company'sCompany’s website and these documents and the Company'sCompany’s Corporate Governance Principles are available in print to any shareholder upon request to the Corporate Secretary:••••••sevensix days during 2019.2022. All directors attended at least 75% of all board meetings and all meetings of Committees on which the director served. Directors are encouraged to attend the annual shareholders'shareholders’ meeting and all Company directors attended the 20192022 annual shareholders'shareholders’ meeting. The board of directors periodically reviews the Corporate Governance Principles and any changes are communicated to shareholders by posting them on the Company'sCompany’s website.board'sboard’s leadership structure in 20192022 consisted of a Non-Executive Chairman and a Lead Director. Mr. Bay became non-executiveNon-Executive Chairman in 2019. All board members have substantial business experience and all board members, with the exception of the Chief Executive Officer, and theNon-executive Chairman, are independent within the meaning of the Company'sCompany’s corporate governance principles and the NYSE Listing Standards. The Company'sCompany’s independent directors meet in executive session without management present at every board meeting. The Chief Executive Officer periodically updates the board on succession planning for key officers and the board reviews CEO succession planning in detail annually at its July meeting.lead directorLead Director presides at executive sessions of the independent directors, approves director meeting agendas, has the ability to call meetings of the independent directors, advises the chair on membership of board committees, and serves as a liaison between the independent directors and the Chief Executive Officer. Interested parties who wish to contact the board of directors or the lead directorLead Director may communicate through the Lead Director by writing to: Lead Director of Valmont Board of Directors, Valmont Industries, Inc., One15000 Valmont Plaza, Suite 601,202, Omaha, Nebraska 68154-5215.Committee,Committee. The board has delegated risk oversight with respect to human capital resources and compensation matters and labor practices, human rights policies, employee health and safety, and employee diversity and inclusion to the Human Resources Committee andCommittee. The board has delegated risk oversight with respect to governance structure related matters including stockholderand shareholder engagement, and sustainability,board leadership, succession, onboarding and education to the Governance and Nominating Committee.••director'sdirector’s annual retainer. Directors have five years after joining the board to meet the guidelines.• and 1.5 times base salary for Senior Vice Presidents, and 1.0 times base salary for other corporate officers. The officers are required to retain 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until the stock ownership guidelines have been attained and maintained. The Company also has a policy prohibiting stock hedging and stock pledges applicable to directors and officers.•
•Frederick W.FW Cook & Co. (FW Cook) as its independent executive compensation consulting firm. The Company does not engage FW Cook for any services beyond their support of the Human Resources Committee.•board of directors in December 2005 permitted the Company'sCompany does not have a Shareholder Rights Plan to expire, effectively terminating the Shareholder Rights Plan.Valmont'sValmont’s directors. These standards are set forth below and are contained in the Company'sCompany’s Corporate Governance Principles and follow the director independence standards established by the New York Stock Exchange:•director'sdirector’s immediate family member received more than $120,000 during any twelve-month period in direct compensation from Valmont (other than director and committee fees).•director'sdirector’s immediate family member is an executive officer, of another company and (2) the other company made payments to, or received payments from, Valmont for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of either (i) such other company'scompany’s consolidated gross revenues or (ii) Valmont'sValmont’s consolidated gross revenues.•Valmont'sValmont’s independent auditor, (2) the director is an employee of Valmont'sValmont’s independent auditor, (3) the director has an immediate family member who is a current employee of Valmont'sValmont’s independent auditor who personally works on Valmont'sValmont’s audit, or (4) the director or an immediate family member was within the last three years a partner or employee of Valmont'sValmont’s independent auditor and personally worked on Valmont'sValmont’s audit within that time.•"companies"“companies” for purposes of these independence standards. However, Valmont will disclose in its annual proxy statement any such contribution which it makes to a tax-exempt organization in which a director serves as an employed executive officer if, within the preceding three years, contributions in any fiscal year exceeded the greater of $1,000,000 or 2% of such tax-exempt organization'sorganization’s consolidated gross revenues.•board'sboard’s determination of each director'sdirector’s independence is disclosed annually in the Company'sCompany’s proxy statement.Company'sCompany’s Chief Executive Officer) and Mr. Bay (the Company's Chief Executive Officer through December 2017) have no material relationship with the Company and are independent within the meaning of the Company'sCompany’s Corporate Governance Principles and the NYSE listing standards. The Directors determined thatSons'Sons’ Inc. (a construction company with in excess of $9$12 billion revenue) were in the ordinary course of business and immaterial.Company'sCompany’s Corporate Secretary in writing at least 120 days before the annual shareholder meeting at which directors are to be elected and include whatever support material the shareholder considers appropriate. The Governance and Nominating Committee will also consider nominations by a shareholder pursuant to the provisions of the Company'sCompany’s bylaws relating to shareholder nominations as described in Shareholder Proposals.Company'sCompany’s Corporate Governance Principles, including:••candidate'scandidate’s ability to work in a collaborative culture with other board members, and the candidate'scandidate’s qualifications as independent and qualifications to serve on the Audit Committee, Human Resources Committee, and/or Governance and Nominating Committee, and/or ESG Committee.••Businesseducation, both domestically and internationally.person or by telephone.person. After completing this evaluation process, the Committee makes a recommendation to the full board as to the persons who should be nominated by the board, and the board determines the nominees after considering the recommendations of the Committee. The Committee assesses the effectiveness of its policies in determining nominees for director as part of its annual performance evaluation.Valmont'sValmont’s executive compensation programs. This discussion should be read in conjunction with these sections of the proxy statement: (1) the summary compensation table and related tables, (2) the Human Resources Committee information in the corporate governance section and (3) the compensation summary in the advisory vote on executive compensation section.98.6%96.1% in 2019. Valmont's2022. Valmont’s shareholders in April 2017 cast 86.2% of their votes in favor of an annual frequency say-on-pay vote. The board of directors and the Human Resources Committee considered these results in determining compensation policies and decisions, and determined to hold annual say-on-pay votes and, based on the significant level of shareholder support, to continue the current compensation objectives, strategies, processes and practices described below. Valmont's Valmont’s executive compensation programs, policies and practices are approved by the Committee. The compensation programs apply to executive officers and to certain key employees who are not executive officers. The programs specifically apply to the executive officers listed in the summary compensation table (named executive officers). The Committee has established Valmont compensation objectives pursuant to which Valmont'sValmont’s compensation programs are designed to:••••Committee'sCommittee’s independent compensation consultants; and•Frederic W.FW Cook & Co., Inc. (FW Cook) as the Committee'sCommittee’s independent executive compensation consultant. FW Cook reports directly to the Committee and provides advice to the Committee on the structure and amounts of executive and non-employee director compensation. FW Cook provides no other services to the Company.
■••CommitteeCompany has used as its primary benchmark a general industry Aon Survey of approximately 134 companies whichsurveys provided by FW Cook adjusted to provide market compensation levels for companies within a range of Valmont'sValmont’s annual revenues. For 2022 compensation established by the Committee in December 2021 (for 2022 base salaries) and February 2022 (for 2022 incentive plans), the Committee used a national general industry survey of approximately 205 companies. The adjusted 2021 revenue size range of the companies in the Aon Surveysurvey was approximately $2.80$3.47 billion. Valmont's 2019Valmont’s 2021 revenues were approximately $2.77$3.50 billion. The competitive medians referenced below for base salary, target annual incentives and long-term incentives are the competitive medians based on the Aon Surveysurvey data.•20192022 compensation consisted of the following twelveeighteen companies: Acuity Brands Crane Co. Qorvo Arcosa First Solar Regal Rexnord Barnes Group HarscoFlowServe Corporation SPX Corporation CarlisleBelden Harsco Corporation Hubbell Toro Company CraneIDEXTrinity IndustriesFlowServe CorporationCarlisle Companies Pentair Hubbell Watts Water Technologies Enovis Pentair Zurn Elkay Water •The Company's revenues approximated the median of the peer group. The peer group had median revenue of $2.81 billion. Valmont's revenues for 2019 were approximately $2.77 billion.•in October 2019 reviewed the Company's peer group and recommendations fromon FW Cook. The Committee determined to increase the number of peers to ensure robust and stable compensation data and to diversify the industries included inCook’s recommendation, revised the peer group in October 2022 (for purposes of the 2023 compensation program) (i) by removing Enovis, SPX Corporation and Zurn Elkay Water due to accountbecoming too small for compensation comparisons or changed business focus and (ii) adding Comfort Systems, Snap-On and Xylem due to comparable financial metrics, global operations and business complexity. Following this change, the evolution of Valmont's business portfolio and strategy. The committee approved the following newCompany’s peer group of nineteen companies for compensation decisions beginning in December 2019:
■Acuity BrandsColfaxPentairAegion CorporationCrane Co.QorvoArcosaFirst SolarRegal BeloitBarnes GroupFlowServe CorporationRexnordBeldenHarsco CorporationSPX CorporationCarlisle CompaniesHubbellToro CompanyWatts Water Technologies•Company'sCompany’s revenues approximate the median of the new peer group. The new peer group had median revenue2022 revenues of $2.94$3.74 billion. Valmont'sValmont’s revenues for 20192022 were approximately $2.77$4.35 billion.••paid for the 2017-2019 plan comprised2020-2022 and subsequent long-term plans consisted ofare paidpayable in cash for executives who have met their stock ownership guidelines, and are paid 50% in cash and 50% in equity for other executives; beginning with payouts for the 2018-2020 long-term incentive plan, payouts will be settled in equity.Valmont stock. Stock options are settled in equity.•executive'sexecutive’s overall compensation opportunity should be incentive-based.• and strategies and performance goals.•Committee'sCommittee’s policy is to establish base salary, target annual incentives and long-term incentives with targets at or near the competitive median level and potential payouts of incentives up to 200% of target for executive officers whowhen performance significantly exceed performanceexceeds targets. The annual incentivesincentive and long-term incentivesincentive targets are established for each executive officer by using a percentage of base salary that approximatesis generally aligned with the competitive targetmarket median for the executive. There are no material differences in compensation policies with respect to individual executive officers.•Company'sCompany’s programs have been designed so that compensation paid to executive officers will generally be deductible under the Internal Revenue Code'sCode’s compensation limits for deductibility. Executive compensation generally produces ordinary income to the executive and a corresponding tax deduction for Valmont, except for amounts deferred under Valmont'sValmont’s qualified and related nonqualified plans, amounts subject to future vesting, and amounts related to stock awards which are subject to special accounting and tax provisions. Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers. Previous law provided an exemption from the limitation for performance-based compensation. This exemption has been repealed for taxable years beginning after December 31, 2017. Consequently, compensation paid to certain executive officers in excess of $1 million may not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Valmont's Valmont’s executive compensation is based on three components, each of which is intended to support the overall compensation philosophy.•2019,2022, base salary accounted for approximately 27.9%18.4% of the total compensation of the named executive officers and incentive compensation accounted for approximately 68.0%79.8% of such total compensation.•Valmont's•Valmont'sValmont's 2018Valmont’s 2022 Stock Plan provides for accelerated vesting of non-vested amounts in the event of an involuntary termination following a change-of-control. See Potential Payments Upon Termination or Change-in-Control.•Valmont'sValmont’s executive officers do participate in its 401(k) Plan and also participate in the related non-qualified supplemental benefit plan.
••10.•2019Elements.arefor 2022 were provided by FW Cook based on national general survey data which was the primary benchmark survey prepared by Aon.market reference point. Base salary is intended to compensate the executive for satisfying the requirements of the position. Salaries for executive officers and other key employees are reviewed by the Committee on an annual basis and may be changed based on the individual'sindividual’s performance or a change in competitive pay levels in the marketplace.Company'sCompany’s executive officers and other key employees (other than the Chief Executive Officer). The annual salary plan is developed by the Company'sCompany’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'sCommittee’s assessment of his past performance, his leadership in establishing performance standards in the conduct of the Company'sCompany’s business, and its expectation as to his future contribution in directing the long-term success of the Company and its businesses.Company'sCompany’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'sCompany’s contributions to such plans for 20192022 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.20182021 reviewed the base salaries of executive officers for 2019.2022. Mr. Kaniewski'sKaniewski’s base salary was increased 5.5% to $950,000, Mr. Jaksich's 3% to $562,264 and Mr. Francis' 5% to $337,613.$1,081,571. Base salary for Mr. Parnell'sApplbaum was increased 20.1% to $643,000. Base salary for Mr. Schapper was increased 17.5% to $696,000; base salary of $340,000for Mr. Parnell was increased 7.0% to $410,891; and Mr. Laterreur's base salary of $375,000 were established based on FW Cook data as of their respective promotion or hire dates in 2019.85%88% of the survey competitive medianmedian. The increases for Messrs. Applbaum and for Mr. Jaksich was 98% ofSchapper were made in connection with strong performance and to bring their total direct compensation within close alignment with the survey competitivemarket median.20202023 in December 20192022 based on the same factors described above. The base salariessalary for Messrs.Mr. Kaniewski Francis and Laterreur were increased 3%, Mr. Parnell's base salary was increased 4%, the base salaries for Messrs. Applbaum, Schapper and Mr. Jaksich'sMs. Larkin were each increased 4% and the base salary for Mr. Parnell was unchanged.Company'sCompany’s short-term incentives for 20192022 were established by the Committee. The Committee determined for 20192022 that the annual incentive of executives should be based on optimizing profits and revenue growth. Accordingly, the executive officer programs provideCompany'sCompany’s net earnings performance and 25% on revenue growth performance. Mr. Schapper’s short-term incentive was based on the Infrastructure segment (which he heads) results weighting 75% to segment earnings before interest and taxes (EBIT) and 25% to Company net earnings. Annual incentives are targeted at the competitive median level. Competitive median levels are provided by FW Cook based on the primary benchmark survey prepared by Aon.survey. For 2019,2022, each named executive officer'sofficer’s annual incentive opportunity ranged from 0% to 200% of the targeted incentive, depending on the level of achievement of the Company'sCompany’s performance goals. For named executive officers' 2019officers’ 2022 annual incentives, a target incentive was established ranging from 45%60% to 100%110% of base salary, and performance goals were set based on net earnings and revenue growth results.Incentives—Annual Incentives — Percentage of Base Salary Mr. Kaniewski 110% Mr. KaniewskiApplbaum 100 75% Mr. JaksichSchapper 75 80% Mr. ParnellMs. Larkin 45 60% Mr. FrancisParnell 45%Mr. Laterreur60% 45%20192022 participation, including executive officers, in the short-term incentive program for 2019. The annual incentives for 2019 were based 75% on net earnings improvement and 25% on revenue growth.2022. Each performance measure operates independently. The Committee established the measures below to be used for the incentive threshold (payout at 50% of target), target incentive (payout at target), stretch incentive (payout at 150% of target) and maximum incentive (payout at 2x target) for both 20192022 net earnings improvement and 20192022 revenue growth.growth, and for 2022 Infrastructure segment results. Payouts are linearly interpolated for performance between threshold/target and target/maximum performance levels. Improvement (75% Weight) Threshold
(0.5x target) Target
(1x target) Stretch
(1.5x target) Maximum
(2x target) 20192022 $ 155.9200.0 million $ 183.4250.0 million $ 211.0272.2 million $300.0 million Growth (25% Weight) Threshold
(0.5x target) Target
(1x target) Stretch
(1.5x target) Maximum
(2x target) 20192022 $ 2,5142,975 million $ 2,9583,500 million $ 3,4023,800 million $4,025 million
(75% weight for Mr. Schapper) Threshold
(0.5x target) Target
(1x target) Stretch
(1.5x target) Maximum
(2x target) 2022 $262.4 million $328.0 million $356.3 million $393.6 million 20192022 net earnings were adjusted. The adjusted net earnings were $298.1 million (GAAP net earnings of $153.76 million$250.9 increased by $2.52(i) $5.6 million for a Coatings segment non-recurring legal expense) were $156.3after-tax Prospera intangible asset amortization, (ii) $8.4 million after-tax Prospera stock-based share compensation and (iii) $33.3 million after tax loss on divestiture of Valmont SM, which resulted in net earnings performance at 50.7%196.8% of target. The 20192022 revenue was $2,767 million,$4.35 billion resulting in performance over maximum, the payout for which was capped at 78.5%200% of target. The combination of the two factors resulted in an annual incentive payout for the four named executive officers at 57.7%197.6% of target for 2019. 2022. The infrastructure EBIT performance for 2022 of $355.8 million resulting in performance of 149.4% of target, which when coupled with the Company net earnings performance resulted in an annual incentive payout for Mr. Schapper at 161.3% of target for 2022. Mr. Kaniewski $ 2,468,447 Mr. Applbaum 1,000,572 Mr. Schapper 943,024 Ms. Larkin 522,850 Mr. Parnell 511,510 $ 548,150 243,320 88,281 87,661 56,766 Committee also established an additional incentive potential payout of 20% (all or nothing) of base salary based on individual performance goals established by the Committee, for a group including executive officers, but in no event could the total annual incentive payout exceedpayouts, expressed as a percentage of target, for the 2x cap. The Committee approved payouts based on pre-established goals of $68,000 to Mr. Parnell and $43,725 (prorated based on hire date) to Mr. Laterreur. 2021 200.0% 2020 159.4% 2019 57.7% 2018 49.8% 2017 89.8% 2016 67.0% 2020,2023, the Committee selected the participants and established the performance goals for the 20202023 annual incentive program. The performance goals for named corporate executive officers in 2020 are2023 will continue to be based 75% on net earnings and 25% on revenue growth.growth and for Mr. Schapper are based 25% on Company net earnings and 75% on Infrastructure segment EBIT. The additional2023 annual incentive potential payout plan referencedprograms for executive officers includes a 5% modifier based on goals for decreases in the preceding paragraph was not continuedcarbon intensity, reduction in 2020.20192022 were provided in two ways: through the long-term performance share program, and through equity awards under the shareholder approved 20182022 Stock Plan. Both long-term performance incentive programs (long-term performance share plan and equity awards) are targeted at competitive median levels. Competitive median levels are provided by FW Cook based on the primary benchmark survey prepared by Aon.data. For the three-year award cycle ended in 2019,2022, each named executive officer'sofficer’s long-term incentive opportunity under the performance share program ranged from 0% to 200% of the targeted incentive, depending on the level of achievement of the Company'sCompany’s performance goals.2017 designed2020 approved the performance matrix for the award cycle ending in 20192022 to encourage both the effective use of the Company'sCompany’s capital and the growth of its earnings, and consequently the matrix was based on average return on invested capital or "ROIC"“ROIC” and cumulative compound operating income growth or "OIG"“OIG”, weighted 50%60% ROIC and 50%40% OIG, at the beginning of the award cycle. The Committee established the following performance measures for ROIC and OIG for the award cycle ending in 2019:2022: OIG
(40% Weight) ROIC
(60% Weight) Cumulative Payout
as % of Target Maximum 20% 11.5% 200% Target 10% 10.0% 100% Threshold 1% 8.5% 55% Below Threshold Below 1% Below 8.5% 0% OIG
(50% Weight) ROIC
(50% Weight) Cumulative Payout
as % of Target 20% 11.5% 200% 10% 9.5% 100% 1% 8.0% 55% Below 1% Below 9.5% 0% 20172020 selected the participants, including executive officers, for participation in the three-year award cycle ending in 2019.2022. Targets for the 2017-20192020-2022 award cycle were150%175% of base salary, which amount was converted to performance shares valued at the Company'sCompany’s stock price at the beginning of the performance period (which for the 2017-20192020-2022 performance period was a thirty-day average of $148.57)$144.78). The percentage of base salary for the named executive officers was: Percentage
of SalaryMr. Kaniewski85%*Mr. JaksichKaniewski 80 175% Mr. Parnell (prorated)Schapper 40 85% Mr. FrancisApplbaum (prorated to March 2020 hire date) 40 80% Ms. Larkin (prorated to June 2020 hire date) 60% Mr. Parnell 60% Mr. Kaniewski's percentage of base salary was 85% for 2017 and 150% for 2018 and 2019 (after he became CEO). Mr. Laterreur did not participate in the 2017-2019 plan due to his May 2019 hire date.valued at the Company's stock priceissued at the end of the performance period, (the thirty-day average prior to fiscal year end); consequently, payouts may be higher or lower based on the Company'sCompany’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, or a change in control. Earned performance shares are capped at two times the target number of performance shares. The Committee approves the number of performance shares to be paid following a review of results at the end of each performance cycle. Awards may beare paid in cash or in shares of common stock or any combination of cash and stock; participants who have not attained applicable stock ownership guidelines receive 50% of the award in common stock.Company'sCompany’s three-year average ROIC on an adjusted basis was 10.22%12.04% and the three-year cumulative compound adjusted operating income growth was 1.00%19.0%, resulting in an earnoutperformance shares earned for the 2020-2022 period at 65.8%190.0% of target.Target. The Company'sCompany’s calculation of return on invested capital for the three fiscal years is on page 2035 of the 20192022 Form 10-K. The 2018 ROIC used an adjusted operating income and an adjusted tax expense. The 20182020 adjusted operating income (GAAP operating income of $202.3$226.1 million increased by net aggregate pre-tax adjustments of $67.1(i) $42.4 million of non-recurring items relating to restructuring expense of $34.0 million, goodwill and intangiblelong-lived asset impairments and (ii) $2.4 million of $15.8 million, inventory and other assets impairments for plant closures of $7.9 million, non-recurring vendor quality expenses of $5.0 million and acquisition diligence costs of $4.4 million)deferred compensation expense) was $269.4 million on an adjusted basis. Using an adjusted tax rate of 24.0% (adjusted to exclude the non-deductible goodwill impairment and certain restructuring expenses in taxing jurisdictions where the Company will not realize a tax benefit) resulted in an adjusted after-tax operating income of $204.7$270.9 million. The 2019 ROIC used an adjusted operating income. The 20192021 adjusted operating income (GAAP operating income of $237.7$286.8 million plus $5.8increased by (i) $14.7 million acquired company operating loss, (ii) $6.0 million restructuring expenses and acquisition diligence costs, (iii) $5.5 million write off of pre-tax expense from the nonqualified2014 receivable, (iv) $27.9 million impairment of long-lived assets and (v) $2.0 million deferred compensation plan plus $3.3 million of pre-tax non-recurring legal expense) was $246.8$342.9 million.Company's2022 adjusted operating income (GAAP operating income of $433.2 million increased by (i) $6.6 million Prospera intangible asset amortization, and (ii) $9.9 million Prospera share compensation, and reduced by (iii) $2.7 million deferred compensation expense) was $447.0 million.decreasedincreased from $148.57$144.78 to $144.78$330.67 which decreasedincreased the value of the earned performance shares. Consequently,The 2020-2022 long-term paymentsincentives were paid in Company common stock. Long-term plan shares were earned by the named executive officers as follows: Mr. Kaniewski 22,471 shares Mr. Schapper 6,412 shares Mr. Applbaum 5,002 shares Ms. Larkin 2,612 shares Mr. Parnell 2,783 shares $ 681,528 271,792 28,770 77,070 0 All awards to the named executive officers were paid in cash, except 50% of the awards to Mr. Kaniewski and Mr. Parnell were paid in stock. There were no payments made for 2016 or 2017 under the 2014-2016 and 2015-2017The long-term incentive plans. Payments underearnouts, expressed as a percentage of target, for the 2016-2018 long-term incentive plan were 114.3% of target. 2021 88.6% 2020 0% 2019 65.8% 2018 114.3% 2017 0% 2016 0% 2019,2022, the Committee selected the participants and established the performance goals for the 2019-20212022-2024 award cycle; the performance goals for the cycle ending in 20212024 are again based on a combination of growth in operating income and return on invested capital.capital weighted 70% to ROIC and 30% to OIG, with each metric independently weighted. The Committee adjusted the weighting to reflect that ROIC is a strong indicator of Company share price. Targets were established for named executive officers based on a percentage of base40%60% to 165%200% and performance targets established at 10% average ROIC and 10% OIG growth.TheAll named executive officers currently meet thesethe targets except for Mr. Kaniewski who became a named executive officer in October 2016, Mr. Parnell who became an executive officer in January 2019, and Mr. Laterreur who became a named executive officer in May 2019.2017, 20182020, 2021 and 20192022 made at the regularly scheduled Committee meeting in December of each year as part of the compensation for the upcoming year. Stock options are grantedexercisable at the market value on the date of grant and have value only if the Company'sCompany’s stock price increases. Stock options granted during 20192022 vest beginning on the first anniversary of the grant in equal amounts over three years and expire seventen years after the date of grant. Employees must be employed by the Company at the time of vesting in order to exercise the options. Options granted in 20192022 also vest on death, disability and involuntary termination following a change-of-control. If an employee retires after age 62 (with five years of service), options continue to vest and be exercisable according to the original terms. The Company'sCompany’s stock plans prohibit repricing. Restricted stock units granted during 20192022 vest in no less than three equal installments beginning on the first anniversary of the grant; the units also vest on death, disability and involuntary termination following a change-of-control, and vesting is prorated if an employee retires after age 62 (with five years of service).Company'sCompany’s consolidated financial statements. The Committee encourages executives to build a substantial ownership investment in the Company'sCompany’s common stock. The table on page 3 reflects the ownership position of the directors and executive officers at March 6, 2020.February 27, 2023. Outstanding performance by an individual executive officer is recognized through larger equity grants. The Committee, in determining grants of equity under the stock plans, also reviews and considers the executive'sexecutive’s history of retaining shares previously obtained through the exercise of prior options and restricted stock grants. In December 2019,2022, stock options and/or restricted stock units were granted to named executive officers with a fair market value of a percentage of base salary as follows: Percentage of
Base SalaryMr. Kaniewski165%Mr. JaksichKaniewski 0% (due to his planned retirement) 237.5% Mr. ParnellSchapper 50% 90% Mr. FrancisApplbaum 50% 90% Ms. Larkin 60% Mr. LaterreurParnell 40% 60% prepared by Aon.57,64840,564 shares and restricted stock units for an aggregate of 69,55345,850 shares to a total of 241378 employees in December 2019,2022, including options and restricted stock units to named executive officers as described below. The Committee had previously granted (i) 45,261 restricted stock awards to selected international employees during 2022 and (ii) 5,680 restricted stock units for 8,765 shares, including restricted stock units for director fees, prior to December 2019.2019,2022, the Committee granted the following stock options and restricted stock units to the named executive officers:20192022 Stock Grants Stock Options Restricted
Stock Units Mr. Kaniewski 14,710 4,015 Mr. Applbaum 3,314 904 Mr. Schapper 3,587 979 Ms. Larkin 1,443 393 Mr. Parnell 1,425 389 Stock Options Restricted
Stock Units 21,869 5,812 0 0 2,709 720 2,220 590 1,973 524 Mr. Laterreur also received a grant of 89 restricted stock units upon his hire in May 2019. The option grants and restricted stock unit grants vest in equal installments over three years.years; the options have a ten-year term. The Committee determined that such grants were appropriate long-term incentives, based on market data and the Committee'sCommittee’s review of each executive'sexecutive’s performance.Company'sCompany’s performance, and shareholder value. Valmont's20202023 conducted a risk assessment of the Company'sCompany’s compensation programs which was reviewed by its independent compensation consultant. The Committee determined that the risks arising from the Company'sCompany’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The Committee believes the programs are designed to promote long-term value creation and do not motivate imprudent risk taking. The Company sets performance goals that are reasonable in light of past performance and market conditions. The annual and long-term incentive plans for executives and senior management use an aggregate of three or more company-wide performance metrics which provide for sliding scale incentives rather than an all-or-nothing approach; all such incentives have thresholds before they are paid and all are capped. The long-term incentives, consisting of performance shares, stock options and restricted stock units, have a three-year performance period or vesting period and consequently the value to executives varies with the Company'sCompany’s stock price over the period. The Company has a stock retention policy which requires retention of 50% of the net shares acquired upon the exercise of stock options and the vesting of restricted stock until stock ownership guidelines are met. The Company has an executive clawback policy in the event of financial restatements due to fraud. The Company also has policies which prohibit the hedging or pledging of Company stock by directors and officers.
Catherine James Paglia
Richard Lanoha
Joan Robinson-BerryHUMAN RESOURCES COMMITTEEDaniel P. Neary, ChairmanCatherine James PagliaDonna M. Milrod2019.year 2022 . The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with applicable securities regulations.28, 2019:•$46,015.•$4,872,938.•20192022 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 106164 to 1.20192022 as the date for data gathering to identify the median employee because it enabled us to make such determination in a reasonably efficient and economical manner. We used the total cash compensation (base salary, cash bonuses and cash incentives) of all employees globally as reflected in payroll records. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.2018. That employee worked substantial overtime in 2019 and those changed circumstances resulted in unusually high compensation, which would not have been representative of our typical2021, since we are required to use a new median employee and would have resulted in a significant change in our pay ratio.employee'semployee’s compensation for 20192022 to arrive at such employee'semployee’s total compensation in the same manner as we arrived at our CEO'sCEO’s total compensation as set forth in the Summary Compensation Table. Year Salary
($) Bonus
($)
awards
($)(1)
awards
($)(2) Non-equity incentive
plan compensation
($)
compensation
($)(3) Total
($)
President and
Chief Executive Officer 2022 1,081,571 0 3,498,650 1,529,987 2,468,447 95,605 8,674,260 2021 1,030,000 0 2,883,858 1,042,664 2,266,147 115,306 7,337,975 2020 978,500 0 2,742,393 1,029,302 1,667,266 14,625 6,432,086
Executive Vice President
and Chief Financial Officer 2022 643,000 0 879,398 344,689 1,000,572 74,188 2,941,847 2021 535,600 0 771,346 278,912 803,400 69,351 2,458,609 2020 360,000 200,000 964,921 240,870 453,083 397,620 2,616,494
Group President,
Infrastructure 2022 696,000 0 952,045 373,083 943,024 56,819 3,020,972 2021 592,250 0 846,103 301,924 775,137 14,625 2,530,039 2020 575,000 0 755,285 266,344 675,280 14,625 2,286,534
Executive Vice President
Global Operations 2022 420,000 0 424,724 150,086 552,850 64,355 1,582,015 2021 400,000 0 405,939 121,440 480,000 25,673 1,433,052 2020 192,308 0 523,086 121,731 185,880 193,329 1,216,334
Executive Vice President
Human Resources 2022 410,891 0 375,928 148,214 511,510 41,815 1,488,358 2021 384,010 0 353,563 118,810 460,812 37,409 1,354,604 2020 353,600 0 327,282 115,135 246,477 34,623 1,077,117 Year Salary
($) Bonus
($) Stock
awards
($)(1) Option
awards
($)(2) Non-equity
incentive
plan
compensation
($) All other
compensation
($)(3) Total
($) 2019 950,000 0 2,423,665 827,523 548,150 123,600 4,872,938 2018 900,000 0 1,350,000 1,604,262 448,200 126,446 4,428,908 2017 575,000 0 1,488,655 1,358,055 413,080 13,500 3,848,290
2019
562,263
0
449,811
0
243,320
42,980
1,298,374 2018 545,887 0 436,710 460,338 203,889 55,754 1,702,578 2017 529,988 0 423,990 439,290 333,150 38,792 1,765,210
2019
337,572
0
276,056
102,509
156,281
17,612
890,030
2019
337,613
0
255,713
84,005
87,661
22,678
787,670 2018 321,535 0 245,164 208,338 72,056 20,829 867,922 2017 300,500 0 200,567 80,852 107,940 18,357 708,216
2019
214,904
100,000
295,734
74,658
100,491
36,386
822,173
(1)(1)Company'sCompany’s stock price) would be two times the amounts shown in this column for the performance shares. Stock awards include the value of restricted stock units granted to Messrs. Kaniewskinamed executive officers in 2017, to Mr. Parnell in 2019, to Mr. Francis in 2017, 20182020, 2021 and 2019 and to Mr. Laterreur in 2019.Company'sCompany’s consolidated financial statements for the assumptions used in the valuation of these awards. The exercise price of all options granted in 20192022 to the named executive officers was $147.31.20192022 by executive officers in accordance with plan provisions; such Company contributions are 4.5% of the executive officer'sofficer’s salary, bonus and incentives that are paid in cash. Contributions to the supplemental benefit plan are based on cash compensation, a majority of which is performance based and variable and is paid only if performance levels are met. All other compensationOther Compensation includes 2020 relocation assistance as follows: $389,219 for Mr. Applbaum and $186,405 for Ms. Larkin. All Other Compensation for Mr. Kaniewski includes $80,850$56,110 in 2021 and $45,150 in 2022 with respect to personal use of Company aircraft in 2019 based on the Company'sCompany’s variable operating cost.ParnellApplbaum and Ms. Larkin were hired and became an executive officerofficers in 2019.(5)Francis becameApplbaum received a named executive officer in 2018.(6)Mr. Laterreur became an executive officer in 2019. Mr. Laterreur receivednew hire $100,000 restricted stock unit grant and a sign-on bonus of $100,000, reported in Bonus and $32,167 relocation benefits included in All Other Compensation.
Plan-Based Awards for Fiscal 2019
2022 Grant
Date
Under Non-Equity
Incentive Plan Awards
($)(1)
Under Equity
Incentive Plan Awards
(# of shares)(1)
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(1) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise or
Base
Price of
Option
Awards
($/share)
Fair
Value of
Stock and
Option
Award
($)(2) Name Threshold Target Maximum Threshold Target Maximum Stephen G. Kaniewski 02/21/2022 0 1,243,806 2,487,612 4,348 8,696 17,392 12/12/2022 4,015 14,710 $ 332.63 2,865,349 Avner M. Applbaum 02/21/2022 0 514,400 1,028,800 1,181 2,326 4,652 12/12/2022 904 3,314 $ 332.63 645,354 Aaron M. Schapper 02/21/2022 0 503,413 1,006,826 1,259 2,518 5,036 12/12/2022 979 3,587 $ 332.63 698,693 Diane M. Larkin 02/21/2022 0 273,000 546,000 591 1,181 2,362 12/12/2022 393 1,443 $ 332.63 280,796 T. Mitchell Parnell 02/21/2022 0 267,079 534,158 496 991 1,982 12/12/2022 389 1,425 $ 332.63 277,593 All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(1) All Other
Option
Awards:
Number of
Securities
Underlying
Option
(#) Exercise
or Base
Price of
Options
Awards
($/share) Grant
Date Fair
Value of
Stock and
Option
Awards($)(2) Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards ($)(1) Estimated Future Payouts
Under Equity Incentive Plan
Awards (# of shares)(1) Grant
Date Threshold Target Maximum Threshold Target Maximzum 02/25/2019 0 950,000 1,900,000 6,554 13,108 26,216 12/16/2019 5,812 21,869 147.31 1,683,688 02/25/2019 0 421,698 843,396 1,881 3,761 7,522 02/25/2019 0 151,926 303,852 706 1,411 2,822 12/16/2019 590 2,220 147.31 170,917 02/25/2019 0 153,000 306,000 711 1,421 2,842 12/16/2019 720 2,709 147.31 208,572 05/28/2019 0 98,381 196,762 540 1,080 2,160 89 10,344 12/16/2019 524 1,973 147.31 151,848
(1)(1)Company's 2019Company’s 2022 annual incentive plan.plan; an additional 5% modifier was established for ESG related performance. Equity incentive plan awards represent performance shares under the Company's 2019-2021Company’s 2022-2024 long-term incentive plan. See Compensation Discussion and Analysis for a description of the plan.plans. Performance shares, option awards and restricted stock unit awards are made under the shareholder-approved 20182022 Stock Plan.1211 to the Company'sCompany’s consolidated financial statements for the assumptions used in valuing these awards.
Name
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1) Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options Option
Exercise
Price
($) Option
Expiration
Date
Shares or
Units of
Stock That
Have Not
Vested
(#)(2)
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(3)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)(4)
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)(5) Stephen G. Kaniewski 7,290 0 0 147.31 12/16/2026 8,900 2,942,963 11,827 3,910,834 15,084 7,543 0 168.80 12/14/2030 10,805 3,572,889 5,286 10,572 0 252.89 12/13/2031 8,696 2,875,506 0 14,710 0 332.63 12/12/2032 Avner M. Applbaum 3,530 1,765 0 168.80 12/14/2030 2,470 816,755 2,633 870,654 1,414 2,828 0 252.89 12/13/2031 2,889 955,305 0 3,314 0 332.63 12/12/2032 2,326 769,138 Aaron M. Schapper 0 5,000 0 112.08 12/17/2025 2,332 771,122 3,375 1,116,011 2,081 0 0 147.31 12/16/2026 3,195 1,056,490 1,951 1,951 0 168.60 12/14/2030 2,518 832,627 1,530 3,062 0 252.89 12/13/2031 0 3,587 0 332.63 12/12/2032 Diane M. Larkin 1,784 892 0 168.80 12/14/2030 1,191 393,828 1,375 454,671 615 1,232 0 252.89 12/13/2031 1,678 554,864 0 1,443 0 332.63 12/12/2032 1,181 390,521 T. Mitchell Parnell 1,806 0 0 147.31 12/16/2026 942 311,491 1,465 484,431 1,687 843 0 168.80 12/14/2030 1,381 456,655 602 1,205 0 252.89 12/13/2031 991 327,693 0 1,425 0 332.63 12/12/2032 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1) Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1) Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(2) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(3) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)(4) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)(5) 2,869 0 0 145.25 12/09/2020 11,896 1,788,801 7,734 1,162,961 1,823 0 132.84 12/08/2021 8,133 1,222,959 4,882 0 104.47 12/16/2022 13,108 1,971,050 12,076 0 151.90 12/19/2023 20,727 10,364 164.35 12/18/2024 17,539 35,079 112.08 12/17/2025 0 21,869 147.31 12/16/2026
3,177
0
0
145.25
12/09/2020
0
0
2,853
429,006 10,679 0 132.84 12/08/2021 2,631 395,623 5,238 0 151.90 12/19/2023 3,761 565,542 6,704 3,353 164.35 12/18/2024 5,033 10,066 112.08 12/17/2025
1,009
0
0
132.84
12/08/2021
1,255
188,714
809
121,649 1,485 0 151.90 12/19/2023 968 145,558 1,234 617 164.35 12/18/2024 1,411 212,172 0 4,000 112.08 12/17/2025 944 1,889 112.08 12/17/2025 0 2,220 147.31 12/16/2026
0
2,709
0
147.31
12/16/2026
1,270
190,970
302
45,412 686 103,154 1,421 213,676
0
1,973
0
147.31
12/16/2026
613
92,177
476
71,576 1,080 162,400
(1)(1) that expire on December 9, 2020 vested in equal amounts on December 9 of 2014, 2015 and 2016. The options that expire on December 8, 2021 vested in equal amounts on December 8 of 2015, 2016 and 2017. The options that expire on December 16, 2022 vested in equal amounts on December 16, 2016, 2017 and 2018. The options that expire on December 19, 2023 vested in equal amounts on December 23 of 2017, 2018 and 2019. The options that expire on December 18, 2024 vested or vest in equal amounts on December 18, 2018, 2019, and 2020. The options that expire on December 17, 2025 vested or vest in equal amounts on December 17, 2019, 2020, and 2021, except the 4,000 options granted to Mr. Francis that expire on December 17, 2025 vest on December 17, 2023. The options that expire on December 16, 2026 vestvested in equal installments on December 16, 2020, 2021 and 2022.(2)Mr. Kaniewski's restricted stock unit grants include a 6,084 restricted stock unit grant The options that expire on December 14, 2030 vest or vested in equal amounts on December 2017 which vests14 of 2021, 2022 and 2023. The options that expire on December 13, 2031 vest or vested in three equal installments beginning on the third anniversary of the grant. December 13, 2022, 2023 and 2024. The options that expire on December 12, 2032 vest in equal installments on December 12, 2023, 2024 and 2025.20192022 fiscal year ($150.37330.67 per share).Numberisare as of the Company’s fiscal year-end for 2022 and are based on the target number of performance shares which can be earned under the long-term incentive plans for the three-year periods ending in 2019, 2020,(i) 2022, 2023 and 2021, respectively.2024, respectively, for Mr. Kaniewski, Mr. Schapper and Mr. Parnell, (ii) 2022 as prorated from date of hire, for Mr. Applbaum and Ms. Larkin, and (iii) 2023 and 2024, respectively, for Mr. Applbaum and Ms. Larkin. See Compensation Discussion and Analysis for a description of the provisions of the long-term incentive plans.20192022 fiscal year ($150.37330.67 per share).
2019
2022 Option Awards Stock Awards Name Number of Shares
Acquired on Exercise
(#)
on Exercise
($)(1) Number of Shares
Acquired on Vesting
(#)
on Vesting
($)(2) Stephen G. Kaniewski 67,997 10,291,535 7,425 2,441,395 Avner M. Applbaum — — 1,183 363,442 Aaron M. Schapper 7,139 1,074,696 1,491 492,560 Diane M. Larkin — — 632 185,871 T. Mitchell Parnell — — 629 207,740 Option Awards Stock Awards Number of Shares
Acquired on
Exercise (#) Value
Realized on Exercise
($)(1) Number of
Shares Acquired
on Vesting (#) Value Realized on
Vesting ($)(2) 3,065 14,375 0 0 18,714 583,805 465 68,954 4,542 177,956 1,146 149,975 0 0 482 71,628
(1)(1) Name
Contributions in
Last Fiscal Year
($)(1)
Contributions in
Last Fiscal Year
($)(2) Aggregate
Earnings in
Last Fiscal Year
($) Aggregate
Withdrawals/
Distributions
($)
Balance at
Last Fiscal
Year End
($)(3)(4) Stephen G. Kaniewski 78,088 36,729 (44,304) 0 481,504 Avner M. Applbaum 98,093 60,462 (16,597) 0 175,726 Aaron M. Schapper 55,958 43,093 560 0 112,042 Diane M. Larkin 120,439 50,630 (8,725) 0 207,349 T. Mitchell Parnell 71,491 28,090 (38,222) 0 171,258 Executive
Contributions
in Last
Fiscal Year
($)(1) Registrant
Contributions
in Last
Fiscal Year
($)(2) Aggregate
Earnings
in Last
Fiscal Year
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last Fiscal
Year End
($)(3)(4) 57,000 30,150 37,919 0 207,226 309,349 30,380 649,598 0 4,346,096 16,635 10,078 15,875 0 114,216 5,380 5,012 1,318 0 11,711 0 0 0 0 0
(1)(1)officer'sofficer’s salary, bonus and cash incentives.20192022 compensation.Company'sCompany’s nonqualified deferred compensation plan is offered to allow certain Company employees who, due to compensation and contribution ceilings established under the Internal Revenue Service regulations, are limited in making contributions to the Company'sCompany’s 401(k) plan. This plan is fully funded and the related assets in the plan are reported on the Company'sCompany’s balance sheet and are subject to creditor claims in event of the Company'sCompany’s bankruptcy. The vesting provisions follow that of the Company'sCompany’s 401(k) plan. Compensation that is eligible for deferral by the executive includes salary, bonus and cash incentives, and the executive may defer any percentage of eligible compensation. Investment values and related earnings are based on quoted market prices of the investments held by the plan. Investment alternatives under the plan are selected by each employee and may be changed based on the rules set forth by each investment fund selected by the employee. Distribution payments are made upon a specified period after separation from Fees Earned
or paid
in Cash
($)(1) Stock
Awards
($)(1)(2) Option
Awards
($) Non-Equity
Incentive
Plan
Compensation
($) All Other
Compensation
($) Total
($) 175,000 130,000 0 0 0 305,000 108,500 130,000 0 0 0 238,500 98,500 130,000 0 0 0 228,500 115,500 130,000 0 0 0 245,500 104,500 130,000 0 0 0 234,500 91,000 130,000 0 0 0 221,000 135,500 130,000 0 0 0 265,500 92,000 130,000 0 0 0 222,000 97,000 130,000 0 0 0 227,000 17,500 0 0 0 0 17,500
Name
or paid
in Cash
($)(1)(2)
Awards
($)(1) All Other
Compensation
($) Total
($) Mogens Bay 210,625 145,000 0 355,625 Kaj den Daas 113,750 145,000 0 258,750 Daniel P. Neary 119,375 145,000 0 264,375 Clark T. Randt 95,000 145,000 0 240,000 James B. Milliken 119,375 145,000 0 264,375 Catherine J. Paglia 134,375 145,000 0 279,375 Theo W. Freye 95,000 145,000 0 240,000 Richard A. Lanoha 95,000 145,000 0 240,000 Ritu Favre 110,000 145,000 0 255,000 Joan Robinson-Berry 95,000 145,000 0 240,000 2019 received2022 received: (1) an annuala retainer of $75,000,$95,000 per annum, (2) $2,500 forAudit Committee chair receives an additional $20,000 cash retainer per annum and each board meeting attended ($1,000 ifother committee chair receives an additional $15,000 cash retainer per annum, (3) non-chair audit committee members receive an additional cash retainer of $10,000 per annum, (4) the participation was via teleconference), and (3) $2,000 for each committee meeting attended ($1,000 if the participation was via teleconference). The lead director receivedreceives an additional cash retainer of $30,000 for 2019per annum, and each committee chairman received(5) the non-executive chair receives an additional $10,000 cash retainer for the year. Mr. Bay became non-executive Chairman in 2019 and received a $100,000 cash retainer in addition to regular director fees (withoutof $125,000 per meeting fees). Director Scott has elected to receive his cash fees in the form of deferred compensation which accrues interest indexed to U.S. government bonds compounded monthly.annum. Non-employee directors also receivedreceive a grant of restricted stock units with a value of $130,000 (based$145,000, based on the closing market price of the Company'sCompany’s common stock on the date of the Company'sCompany’s annual shareholders' meeting).shareholders’ meeting. The equity grants are made annually on the date of and following completion of the Company'sCompany’s annual shareholders'shareholders’ meeting. The restricted stock units vest on the first anniversary of the grant date (subject to deferral by the director). The total cash compensation and the grant date fair value of equity awards for a non-employee director may not exceed $500,000$750,000 in a calendar year. Mr. Lanoha became a director in October 2019.28, 201931, 2022 were as follows: Name Restricted
Stock Units Mogens Bay 568 Kaj den Daas 568 Daniel P. Neary 568 Clark T. Randt 568 James B. Milliken 568 Catherine J. Paglia 568 Theo W. Freye 568 Richard A. Lanoha 568 Ritu Favre 568 Joan Robinson-Berry 568 NameRestrictedStock UnitsMogens Bay964Walter Scott, Jr. 964Kaj den Daas964Daniel P. Neary964Clark T. Randt964J. B. Milliken964Catherine J. Paglia964Theo W. Freye964Donna M. Milrod964Richard A. Lanoha0(3)The Human Resources Committee, with input from FW Cook, reviewed director compensation in February 2020. The Committee recommended, and the Board approved, the following changes effective April 1, 2020: (1) the elimination of meeting fees, (2) a cash retainer of $95,000 per annum, (3) an annual equity retainer of $135,000 per annum, (4) an increase in committee chair retainers to $15,000 per annum, (5) a non-chair audit committee member retainer of $7,500 per annum, (6) a lead director additional retainer of $30,000 per annum and (7) an additional non-executive chairman retainer of $87,500 per annum.
Equity Compensation Plan InformationCompany'sCompany’s common stock that may be issued upon exercise of options, warrants and rights under existing equity compensation plans as of December 28, 2019.31, 2022.
to be issued upon exercise of
outstanding options,
warrants and rights
(a)(1)
exercise price of
outstanding options,
warrants and rights
(b)(2) Number of securities
remaining available for
future issuance under
equity compensation
(including securities plans
reflected in column (a))
(c) Equity compensation plans approved by security holders 558,440 $ 214.62 1,722,643 Equity compensation plans not approved by security holders 0 0 Total 558,440 1,722,643 Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a) Weighted-average
exercise price of
outstanding
options,
warrants and rights
(b) Number of securities
remaining available for
future issuance under
equity compensation
(including securities plans
reflected in column (a))
(c) 662,929 133.90 1,208,223 0 0 662,929 133.90 1,208,223
(1)(1)488,560 outstanding195,690 stock options, and 174,369 outstanding252,773 restricted stock units. Valmont'sValmont'sValmont’s severance plan which is generally available to all administrative employees. The severance plan generally provides 16 weeks of salary plus one week of salary for each year of service. Valmont'sValmont’s executive officers would also be entitled to receive upon termination of employment amounts accumulated in their respective deferred compensation accounts, at the times and in the manner established for their respective accounts; such amounts are described in the Non-Qualified Deferred Compensation table. Valmont's 201320182022 Stock Plan provide that all outstanding options become immediately exercisable in the event of an involuntary termination following a change-in-control and that all restrictions on restricted stock lapse in the event of such an involuntary termination following a change-in-control. A change-in-control, defined specifically in the plans, generally occurs if: (i) a person, entity or group (excluding Valmont plans) acquires 50% or more of Valmont'sValmont’s common stock or total voting power of Valmont'sValmont’s voting securities; (ii) incumbent directors or their replacements (whose election or nomination was approved by at least a majority of then incumbent directors) cease to constitute a majority of the board; (iii) a reorganization, merger, consolidation, or sale of substantially all of the Company'sCompany’s assets occurs unless Valmont'sValmont’s shareholders prior to the transaction own after the transaction 50% or more of the voting power of Valmont'sValmont’s securities; and (iv) Valmont is liquidated or dissolved. Options provide for continued vesting pursuant to the option terms if the2019,2022, the incremental value (fair market value of company common stock on such date less exercise price) of unvested options and unvested restricted stock and restricted stock units held by the named executed officers would have been: Unvested Options Unvested
Restricted Stock Stephen G. Kaniewski $ 2,043,275 $ 2,942,963 Avner M. Applbaum $ 505,663 $ 816,755 Aaron M. Schapper $ 1,647,082 $ 771,122 Diane M. Larkin $ 240,213 $ 393,828 T. Mitchell Parnell $ 230,343 $ 311,491 Unvested
Options Unvested
Restricted
Stock $ 1,434,218 $ 1,788,802 $ 385,427 $ 0 $ 293,423 $ 188,714 $ 8,290 $ 190,970 $ 6,038 $ 92,176 2019,2022, the prorated value of the long-term incentive awards (based on target award numbers) which would have been payable to the named executive officers would have been: Stephen G. Kaniewski $ 7,278,262 Avner M. Applbaum $ 1,763,903 Aaron M. Schapper $ 2,097,880 Diane M. Larkin $ 831,745 T. Mitchell Parnell $ 898,100 $ 2,635,284 $ 881,269 $ 289,411 $ 185,405 $ 101,850
Shareholder Return Performance GraphsCompany'sCompany’s common stock with the cumulative total returns of the S&P Mid Cap 400 Index and the S&P Mid Cap 400 Industrial Machinery Index for the five and ten-year periods ended December 28, 2019. The Company was added to these indexes in 2009 by Standard & Poor's.31, 2022. The graphs assume that the beginning value of the investment in Company Common Stock and each index was $100 and that all dividends were reinvested.
![[MISSING IMAGE: lc_fiveyear-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/lc_fiveyear-bw.jpg)
The Audit Committee is appointed by![[MISSING IMAGE: lc_tenyear-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/lc_tenyear-bw.jpg)
board of directors to assistfollowing information about the board by reviewing (1) the integrityrelationship of the Company's“compensation actually paid” to our Chief Executive Officer (“CEO”) and “average compensation actually paid” to our Non-CEO named executive officers (“Non CEO-NEOs”), as calculated under the SEC pay versus performance proxy rule, for our fiscal years 2022, 2021 and 2020 to certain financial statements, (2)performance measures.qualifications, independence and performanceTotal compensation amounts for the executives presented in the Summary Compensation Table.Company's independent auditorsSummary Compensation Table.internal auditing departmentCompany return on invested capital (“ROIC”). The peer group shown in the table is the S&P 400 Industrial Machinery Index, a peer group index that has been historically presented in the Shareholder Return Performance Graphs in the Company’s Annual Reports. Year
Compensation
Table
Total for
CEO($)(1)
Actually
Paid to
CEO($)(1)(2)
Summary
Compensation
Table
Total for
Non-CEO
NEOs($)(1)
Compensation
Actually Paid
to Non-CEO
NEOs($)(1)(3) Value of Initial Fixed
$100 Investment Based
On: Net Income
(GAAP)($) Company
TSR
($)
Index TSR
($)(4) 2022 8,674,260 21,710,433 2,258,298 4,865,986 210.67 144.11 254,251,000 12.9 2021 7,337,975 16,362,423 1,944,076 3,485,985 233.12 189.30 197,725,000 10.1 2020 6,432,086 9,973,234 1,634,815 2,003,714 162.46 166.16 142,149,000 8.7 (3)Messers. Applbaum, Schapper and Parnell were Non-CEO NEOs in 2021. Ms. Larkin and Messers. Applbaum, Schapper, Laterreur, and Jaksich (who was the compliance byCompany’s CFO until March 30, 2020) were Non-CEO NEOs in 2020.Company with legalcompensation actually paid as follows: 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 2022 $ 3,498,650 $ 1,529,987 $ 7,936,540 $ 5,554,332 $ 4,573,938 $ 0 2021 $ 2,883,858 $ 1,042,664 $ 5,515,454 $ 3,846,884 $ 3,588,632 $ 0 2020 $ 2,742,393 $ 1,029,302 $ 4,338,856 $ 2,287,228 $ 686,759 $ 0 regulatory requirements. The Committee oversees2020 were respectively adjusted to compute the Company's risk with respect to operational, compliancecompensation actually paid as follows: 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 2022 $ 658,023 $ 254,018 $ 1,494,431 $ 1,240,140 $ 785,159 $ 0 2021 $ 594,237 $ 205,271 $ 1,137,243 $ 827,482 $ 376,692 $ 0 2020 $ 497,451 $ 143,675 $ 741,232 $ 206,612 $ 62,180 $ 0 matters, including legal, insurance and cybersecurity matters. The Committee managesmeasure. ROIC is calculated from the Company's relationship with its independent auditors, who report directly to the Committee. The Committee has sole authority to retain, compensate, oversee and terminate the independent auditors. The Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company's website at www.valmont.com. The Company's management is responsible for its financial reporting process and internal controls. The independent auditors are responsible for performing an independent audit of the Company's consolidated financial statements and issuing an opinion on the conformity of thoseCompany’s audited financial statements with generally accepted accounting principles. as follows: Dollars in Thousands 2022 2021 2020 Operating Income $ 433,249 $ 286,785 $ 225,953 Adjusted effective tax rate 27.7% 23.6% 24.2% Tax effect on operating income (119,872) (67,681) (54,681) After-tax operating income $ 313,317 $ 219,104 $ 171,272 Average invested capital $ 2,437,232 $ 2,176,577 $ 1,975,693 Return on invested capital 12.9% 10.1% 8.7% Total Assets $ 3,556,996 $ 3,447,249 $ 2,953,160 Less: Accounts payable (360,312) (347,841) (268,099) Less: Accrued expenses (248,320) (253,330) (227,735) Less: Income Tax payable (3,664) — — Less: Defined benefit pension asset (24,216) — — Less: Defined benefit pension liability (536) (118,523) Less: Deferred compensation (30,316) (35,373) (44,519) Less: Other noncurrent liabilities (13,480) (89,207) (58,687) Less: Dividends payable (11,742) (10,616) (9,556) Less: Lease liability (155,469) (147,759) (80,202) Less: Contract liability (172,915) (135,746) (130,018) Less: Deferred tax liability (41,091) (47,849) (41,689) Total invested capital $ 2,495,471 $ 2,378,992 $ 1,974,162 Beginning of year invested capital $ 2,378,992 $ 1,974,162 $ 1,977,223 Average invested capital $ 2,437,232 $ 2,176,577 $ 1,975,693 Committee overseesadjusted effective tax rate for 2022 excludes the Company's financial reporting process and internal controls on behalfeffects of the board of directors. The Committee reviews$33,273 loss from the Company's annual audited financial statements, quarterly financial statements and filings with the Securities and Exchange Commission. The Committee reviews reports on various matters, including (1) critical accounting policiesdivestiture of the Company, (2) material written communications betweenoffshore wind energy structure business which is not deductible for income tax purposes. The effective rate including the independent auditor and management, (3)loss on the independent auditor's internal quality-control procedures, (4) significant changesdivestiture is 29.9%. The adjusted effective tax rates for 2020 exclude 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%.Company's selection or application of accounting principlesabove table for the CEO and (5) the effect of regulatoryNon-CEO NEOs and accounting initiatives on the Company TSR, Peer Group Index TSR, Net Earnings and ROIC.![[MISSING IMAGE: bc_tsr-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/bc_tsr-4c.jpg)
![[MISSING IMAGE: bc_netearnings-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/bc_netearnings-4c.jpg)
![[MISSING IMAGE: bc_roic-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/bc_roic-4c.jpg)
statements of the Company. The Committee also considered whether the provision of non-audit services provided by Deloitte & Touche LLP ("Deloitte"), the Company's independent auditors,measures we use to link compensation actually paid to the CEO and Non-CEO NEOs to Company during fiscal 2019 was compatible with the auditor's independence. The Committee reviewed and discussed the Company's audited financial statementsperformance for fiscal 2019 with both management and Deloitte. The Committee received from and discussed with Deloitte the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Committee concerning independence. The Committee also discussed with Deloitte the matters required to be discussed pursuant to the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. Based on these reviews and discussions, the Committee recommended to the board of directors and the board has approved that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019.AUDIT COMMITTEEWalter Scott, Jr., ChairmanKaj den DaasDaniel P. NearyCatherine James PagliaDonna M. MilrodCompany'sCompany’s named executive officers, as disclosed in the Company'sCompany’s proxy statement for the 20202023 annual meeting of stockholdersshareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related narrative discussion.98.6%96.1% of the vote in 2019. Valmont's2022. Valmont’s shareholders in April 2017 cast 86.2% of their votes in favor of an annual frequency for the say-on-pay vote. The board of directors and the Human Resources Committee considered these results in determining compensation policies and decisions, and determined to hold annual say-on-pay votes and, based on the significant level of shareholder support, to continue the current compensation objectives, strategies, processes and practices described below.•levels. Median market levels are determinedwith data provided by Frederic W.FW Cook, & Co., Inc. (FW Cook), the independent executive compensation consultant to the Human Resources Committee, based on peer group and general industry survey data. FW Cook reports directly to the Human Resources Committee and provides no other services to the Company.••Valmont's•Valmont's•••Valmont's•••
20192022 Compensation for Executive Officers•Valmont'sValmont’s named executive officers in 20192022 were increased to bring such salaries more in line with competitive medians as determined by the independent compensation consultant offor the Human Resources Committee. The base salary of the Chief Executive OfficerMr. Kaniewski was increased 5.5%5% to $950,000. Mr. Jaksich and Mr. Francis received$1,081,571; base salary for Mr. Applbaum was increased 20.1% to $643,000; base salary for Mr. Schapper was increased 17.5% to $696,000; base salary for Ms. Larkin was increased 5% to $420,000; and base salary for Mr. Parnell was increased 7% to $410,891. The increases for 2019 of 3%Messrs. Applbaum and 5%, respectively, based onSchapper were made in connection with strong performance and market data provided by FW Cook. Mr. Parnell's base salary was set at $340,000 upon his promotion to his current position on January 1, 2019, and Mr. Laterreur's base salary was set at $375,000 upon his hiring in May 2019, in each case, based on market data provided by FW Cook.•20192022 were based 75% on net earnings improvement and 25% on revenue growth. With respect to net earnings improvement, theThe Human Resources Committee established thresholdthresholds, targets and maximums forof $155.9 million; the Human Resources Committee determined that a target annual incentive would be earned for net earnings of $183.4 million and that a maximum incentive of 2x target would be earned for net earnings of $211.0 million. With respect to revenue growth, the Human Resources Committee established a threshold (of total revenue) of $2,514 million, a target of $2,958 million and a maximumfor Infrastructure segment EBIT for Mr. Schapper’s incentive, of 2x target of $3,402 million. The 2019 net earnings of $156.3 millionall as adjusted (seedescribed in Compensation Discussion and Analysis) resulted in a payment at 50.7% of target for this metric. The 2019 revenue of $2.767 million resulted in a payment at 78.5% of target for this metric. The combination of the factors resulted in an annual incentive payout for executive officers at 57.7% of target for 2019.Analysis — Annual Incentives. The target annual incentive was based on the competitive median pursuant to the primary benchmark survey provided by FW Cook. The Committee also approved payouts of $68,000 to Mr. Parnell and $43,725 to Mr. Laterreur based on a special incentive plan for 2019, which provided an opportunity to earn an additional 20% of base salary (with no partial payments) basedBased on the achievementresults described in referenced section, payouts were earned by the four corporate executives at 197.6 of preestablished individual objectives.• 2021 200.0% 2020 159.4% 2019 57.7% 2018 49.8% 2017 89.8% 2016 67.0% 20192022 based long-term incentives on a combination of three-year average ROIC (return on invested capital) and three-year growth in OIG (cumulative compound operating income growth), weighted 50%60% ROIC and 50%40% OIG. The Human Resources Committee established in February 20172020 the targets for the three-year performance cycle ending in 2019.2022. The targets were established at OIG growth of 10% and average ROIC of 9.5%10%. The adjusted three-year growth in OIG of 1.00%19.0% and the adjusted three-year average ROIC of 10.22%12.04% (see Compensation Discussion and Analysis) resulted in payouts under the 2017-20192020-2022 long-term incentive plan at 65.8%190.0% of target. There were noThe Company stock price during the performance period increased from $144.78 to $330.67 which increased the value of the earned performance shares. The earnouts for 2016 or 2017 under the 2014-2016 or 2015-2017 long-term incentive plans, and an earnout was at 114.3%prior six fiscal years were as follows as a percentage of target for the 2016-2018 plan.• 2021 88.6% 2020 0% 2019 65.8% 2018 114.3% 2017 0% 2016 0% 20192022 based on industry standards as provided by its independent compensation consultant. The number of options and restricted stock units granted to each executive officer was established so that the aggregate long-term incentive compensation would be targeted at competitive median levels. Information on the equity awards granted to named executive officers during 20192022 is at Grants of Plan Based Awards for Fiscal 2019."say-on-pay"“say-on-pay” resolution, is nonbinding on the board of directors. Although nonbinding, the board of directors and the Human Resources Committee will review and consider the voting results when making future decisions regarding the Company'sCompany’s executive compensation programs."FOR"“FOR” APPROVAL OF ITEM 2.
FREQUENCY OF THE EXECUTIVE COMPENSATION VOTE.
Kaj den Daas, Chairman
Daniel P. Neary
Catherine James Paglia
James B. Milliken3:4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORSDeloitte Entities)Deloitte) conducted the 20192022 and 20182021 audits of the Company'sCompany’s financial statements. Fees billed by the Deloitte Entities to the Company for services provided during the 20192022 and 20182021 fiscal years were as follows: 2022 2021 Audit Fees $ 2,686,801 $ 2,465,798 Audit-Related Fees $ 431,800 $ 657,547 Tax Fees $ 133,533 $ 130,356 Other Fees $ 1,895 $ 2,000 Total Fees $ 3,254,030 $ 3,255,701 2019 2018 2,485,000 2,411,396 326,505 462,544 234,556 205,782 5,000 5,000 3,051,061 3,084,722 Company'sCompany’s fiscal 20192022 and 20182021 annual financial statements, review of the Company'sCompany’s quarterly financial statements during 20192022 and 2018,2021, fees associated with registration statements and other services that are normally provided in connection with statutory and regulatory filings. Audit fees also included the audit of the effectiveness of the Company'sCompany’s internal control over financial reporting.Company'sCompany’s internal controls over financial reporting and due diligence services performed with respect to acquisitions.ChairmanChair has the delegated authority to pre-approve additional services, and such pre-approvals are then communicated to the full Committee.& Touche LLP as independent auditors to conduct the 20202023 audit of the Company'sCompany’s financial statementsstatements. In considering the engagement of Deloitte as the Company’s independent auditors, the Audit Committee consider a number of factors including, but not limited to: (i) Deloitte’s relevant technical expertise and its significant institutional knowledge of the Company’s operations and industry; (ii) the quality of Deloitte’s communications with the Audit Committee and management; (iii) Deloitte’s independence, including the consideration of any non-audit services provided by Deloitte and their impact on independence; (iv) the quality and efficiency of the services provided by Deloitte including input from management on Deloitte’s performance; (v) external data on audit quality and performance, including recent PCAOB reports on Deloitte and its peer firms, (vi) the appropriateness of Deloitte’s fees; and (vii) Deloitte’s tenure as independent auditors. Deloitte has served as the Company’s independent auditors since 1996.thisthe appointment. A representative from Deloitte & Touche LLP will be present at the annual meeting of shareholders and will have the opportunity to make a statement and to respond to appropriate questions. In the event the shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee."FOR"“FOR” ITEM 3.
4.20212024 annual meeting of shareholders must be received by the Company no later than November 19, 202016, 2023 in order to be considered for inclusion in the proxy statement for such meeting.Company'sCompany’s bylaws set forth certain procedures which shareholders must follow in order to nominate a director or present any other business, not submitted for inclusion in the proxy statement, at an annual shareholders'shareholders’ meeting. Generally, a shareholder must give timely notice to the Secretary of the Company. To be timely, such notice must be received by the Company at its principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the 20212023 annual shareholders' meeting.shareholders’ meeting, which is no earlier than December 14, 2023 and no later than January 25, 2024. If the date of the 20212024 annual shareholders'shareholders’ meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date, then the notice must be received no earlier than the 120th day prior to such annual meeting and not later than the later of the close of business on the 90th day prior to such annual meeting or the tenth day following the date on which public announcement of the meeting date is first made.Company'sCompany’s proxy card for the 20202023 annual shareholders'shareholders’ meeting will give discretionary authority with respect to all shareholder proposals properly brought before the 20202023 annual shareholders'shareholders’ meeting that are not included in this proxy statement.
Vice President, Chief Legal Officer and
Corporate Secretary
Valmont Industries, Inc.![[MISSING IMAGE: px_valmont01-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/px_valmont01-bw.jpg)
By Order of the Board of Directors
Mark C. JaksichExecutive Vice President, Chief Financial Officerand SecretaryValmont Industries, Inc.![[MISSING IMAGE: px_valmont02-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-23-032029/px_valmont02-bw.jpg)
SHAREHOLDERS Tuesday,SHAREHOLDERSMonday, April 28, 2020 1:24, 202310:00 p.m. Valmont Industries, Inc. One Valmont Plaza Omaha, NE 68154 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report and 10-K is / are available at www.proxyvote.com. ANNUAL MEETING OF STOCKHOLDERS Tuesday, April 28, 2020 1:00 p.m. Thisa.m.This proxy is solicited by the Board of Directors for use at the annual meetingAnnual Meeting on April 28, 2020. By24, 2023.By signing the proxy, you revoke all prior proxies and appoint Mogens C. Bay and Walter Scott, Jr.,Catherine James Paglia, and each of them withthemwith full power of substitution, to vote your shares on the matters shown on the reverse side and in their discretion on any other mattersothermatters which may come before the Annual Meeting and all adjournments. Thisadjournments.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxythisproxy will be voted in accordance with the Board of Directors’ recommendations. Address change / comments: (If you noted any Address Changes and / or Comments above, please mark corresponding box on the reverse side.) ContinuedDirectors' recommendations.Continued and to be signed on reverse side
VOTE BY INTERNET – www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 04/27/2020 for shares held directly and by 11:59 P.M. ET on 04/23/2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Valmont Industries, Inc. One Valmont Plaza Omaha, NE 68154 VOTE BY PHONE – 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. ET on 04/27/2020 for shares held directly and by 11:59 P.M. ET on 04/23/2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS KEEP THIS PORTION FOR YOUR FOLLOWS: RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Nominees may properly come before the meeting or any (See reverse for instructions.) ature (Joint Owners) Date The Board of Directors recommends you voteForWithholdFor All FOR the following:AllAllExcept 1. Election of Directors 01 Mogens C. Bay02 Walter Scott, Jr.03 Clark T. Randt, The Board of Directors recommends you vote FOR the following proposal: 2. Advisory approval of the company’s executive compensation. The Board of Directors recommends you vote FOR the following proposal: 3. Ratifying the appointment of Deloitte & Touche LLP as independent auditors for fiscal NOTE: In their discretion the Proxies are authorized to vote upon such other business as adjournment thereof. For address change / comments, mark here. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature (PLEASE SIGN WITHIN BOX)DateSign To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below: Jr.04 Richard A. Lanoha ForAgainstAbstain ForAgainstAbstain 2020.
PROXY STATEMENTCertain ShareholdersBoard CommitteesCorporate GovernanceCompensation Discussion and Analysis2019 Target Incentives—Percentage of Base Salary2019 Annual Incentives2017-2019 Long-Term IncentivesDecember 2019 Stock GrantsHedging and Pledging PolicyCompensation Risk AssessmentHuman Resources Committee ReportPay Ratio InformationExecutive Compensation Summary Compensation TableGrants of Plan-Based Awards for Fiscal 2019Outstanding Equity Awards at Fiscal Year-EndOptions Exercised and Stock Vested in Fiscal 2019Nonqualified Deferred CompensationDirector CompensationEquity Compensation Plan InformationPotential Payments Upon Termination or Change-In-ControlShareholder Return Performance GraphsAudit Committee ReportTHE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF ITEM 2.THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 3.Shareholder ProposalsOther Matters