DEF 14A of Valmont Industries Inc, Mar 26, 2024

DEF 14A of Valmont Industries Inc

Filed Mar 26, 2024 · FY20230001104659-24-038520

Open on EDGAR

  1. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 Valmont Industries, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 NOTICE OF ANNUAL MEETING

  2. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Place: | | Date: | | Time: | | | Valmont Industries, Inc. Headquarters 15000 Valmont Plaza Omaha, Nebraska 68154-5215 | | May 6, 2024 | | 10:00 a.m. Central Daylight Time |

  3. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Items of Business:

  4. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 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 2024; and | | 4 | Consider and act upon such other business that may properly come before the meeting. |

  5. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The record date for determining which shareholders may vote at this meeting is March 15, 2024. We are distributing our proxy materials to our shareholders primarily over the Internet. We believe that this e-proxy process should expedite shareholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting. On March 26, 2024, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report and vote online. Those shareholders who do not receive such a Notice, including shareholders who have previously requested to receive paper copies of proxy materials, will receive a copy of the proxy statement, proxy card, and annual report by mail. The proxy statement contains instructions on how you can (i) receive a paper copy of the proxy statement, proxy card, and annual report, if you only received a Notice by mail, or (ii) elect to receive your proxy statement, proxy card, and annual report over the Internet next year, if you received them by mail this year. We will provide a live audio webcast of the meeting beginning at 10:00 a.m. Central Daylight Time on May 6, 2024. The webcast will provide the audio portion of the meeting only. The webcast does not constitute attendance, but will provide shareholders who cannot attend an opportunity to receive timely audio of the meeting. To listen to the meeting by telephone, please dial 1-877-407-6184 or 1-201-389-0877 (no Conference ID is needed), or point your browser to investors.valmont.com. Whether or not you plan to attend the meeting, your vote is important and we encourage you to vote promptly. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Instructions regarding these three methods of voting are contained on the Notice and the proxy card. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your shares. We look forward to seeing you at our Annual Meeting. Sincerely, R. Andrew Massey Vice President, Chief Legal Officer and Corporate Secretary PROXY STATEMENT SUMMARY TIME AND PLACE OF THE ANNUAL MEETING

  6. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Where | | When | | Time | | | Valmont Headquarters, Omaha, Nebraska | | Monday, May 6, 2024 | | at 10:00 a.m. Central Daylight Time |

  7. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    MEETING AGENDA

  8. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Voting Matters | Board Recommendation | Page | | Election of Four Director Nominees | FOR | 4 | | Advisory Vote on Executive Compensation | FOR | 42 | | Ratification of Appointment of Independent Auditors | FOR | 45 |

  9. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    HOW TO VOTE We encourage you to vote at your earliest convenience, by one of the following means, before the Annual Meeting ■ By visiting proxyvote.com on the Internet through your computer or mobile device, ■ By calling 1-800-579-1639, or ■ By signing, dating and returning your proxy card, if you receive your proxy materials by mail. Pleased vote as soon as possible, even if you plan to attend the Annual Meeting. PROXY STATEMENT To Our Shareholders: The board of directors of Valmont Industries, Inc. solicits your proxy in the form enclosed for use at the Annual Meeting of Shareholders to be held on Monday, May 6, 2024, or at any adjournments thereof. At the close of business on March 15, 2024, the record date for shareholders entitled to notice of and to vote at the meeting, there were outstanding 20,184,457 shares of the Company’s common stock. There were no preferred shares outstanding. All holders of common stock are entitled to one vote for each share of stock held by them. We will provide a live audio webcast of the meeting beginning at 10:00 a.m. Central Daylight Time on May 6, 2024. The webcast will provide the audio portion of the meeting only. The webcast does not constitute attendance, but will provide shareholders who cannot attend an opportunity to receive timely audio of the meeting. To listen to the meeting by telephone, please dial 1-877-407-6184 or 1-201-389-0877 (no Conference ID is needed), or go to investors.valmont.com, where a link will provide for access to the audio of the meeting. The presence of a majority of the outstanding common stock represented in person or by proxy at the meeting will constitute a quorum. Shares represented by proxies that are marked “abstain” will be counted as shares present for purposes of determining the presence of a quorum. Proxies relating to “street name” shares that are voted by brokers on some matters will be treated as shares present for purposes of determining the presence of a quorum, but will not be treated as shares entitled to vote at the Annual Meeting on those matters as to which authority to vote is withheld by the broker (“broker non-votes”). Please note that if you hold your shares through a broker, your broker may not vote your shares on certain matters in the absence of your specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker. Election of the four director nominees requires the affirmative vote of a majority of the votes cast for the election of directors at the Annual Meeting. Votes may be cast in favor of or withheld with respect to all of the director nominees, or any of them. Abstentions and broker non-votes are not treated as votes cast and therefore will not affect the outcome of the election of directors. An incumbent director nominee who receives a greater number of votes “withheld” than “for” in an election is required to tender his or her resignation to the board, and the resignation will be accepted or rejected by the board as more fully described in Election of Directors. The proposals to approve the ratification of the appointment of the auditors and the approval of the advisory say-on-pay resolution on executive compensation will be decided by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. Abstentions will be counted; they will have the same effect as a vote against the matter. Broker non-votes will be disregarded. Any shareholder giving a proxy may revoke it before the meeting whether delivered by telephone, Internet or through the mail, by using the telephone voting procedures, the Internet voting procedures or by mailing a signed instrument revoking the proxy to: Corporate Secretary, Valmont Industries, Inc., 15000 Valmont Plaza, Omaha, Nebraska 68154-5215. To be effective, a mailed revocation must be received by the Corporate Secretary before the date of the meeting and a telephonic or Internet revocation must be submitted by 11:59 p.m. Eastern Time on May 5, 2024. A shareholder may attend the meeting in person and at that time withdraw the proxy and vote in person. As permitted by Securities and Exchange Commission rules, Valmont is making this proxy statement and its annual report available to its shareholders electronically via the Internet. On March 26, 2024, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report and to vote online. If you received such a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice. The Securities and Exchange Commission’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” 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 cost of solicitation of proxies, including the cost of reimbursing banks and brokers for forwarding proxy materials to their principals, will be borne by the Company. Certain Shareholders The following table sets forth, as of March 15, 2024, the number of shares beneficially owned by (i) persons known to the Company to be beneficial owners of more than 5% of the Company’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.

  10. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) | | BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055 | 2,500,021 | 12.0% | | The Vanguard Group(4) 100 Vanguard Boulevard Malvern, PA 19355 | 2,100,156 | 10.1% | | Neuberger Berman Group LLC(5) 1290 Avenue of the Americas New York, NY 10104 | 1,066,359 | 5.1% | | Mogens C. Bay(6) | 189,145 | | | Kaj den Daas | 9,232 | | | Daniel P. Neary | 20,332 | | | James B. Milliken | 7,397 | | | Catherine James Paglia | 9,331 | | | Theo W. Freye | 5,749 | | | Richard A. Lanoha | 2,171 | | | Ritu Favre | 1,532 | | | Joan Robinson-Berry | 1,564 | | | Avner M. Applbaum | 19,813 | | | Timothy P. Francis | 16,019 | | | Aaron M. Schapper | 26,955 | | | J. Timothy Donahue | 17,420 | | | Diane M. Larkin | 10,890 | | | All Executive Officers and Directors as Group (19 persons) | 381,933 | 1.9% |

  11. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    (1) Includes shares which the executive officers have, or within 60 days of March 15, 2024 will have, the right to acquire through the exercise of stock options, as follows:

  12. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Shares | | Mr. Applbaum | 9,227 | | Mr. Francis | 8,201 | | Mr. Schapper | 11,208 | | Ms. Larkin | 4,388 | | Mr. Donahue | 5,836 | | All Executive Officers as a group (9 persons) | 58,527 |

  13. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Includes 481 restricted stock units for each of the directors (other than director Applbaum) which will vest within 60 days of March 15, 2024. (2) Unless otherwise indicated, beneficial ownership of any named individual does not exceed 1% of the outstanding shares of common stock. (3) Based on a Schedule 13G filed by BlackRock, Inc. with the Securities and Exchange Commission on January 23, 2024. (4) Based on a Schedule 13G filed by The Vanguard Group with the Securities and Exchange Commission on February 13, 2024. (5) Based on a Schedule 13G filed by Neuberger Berman Group LLC with the Securities and Exchange Commission on February 12, 2024. Does not include 250,000 shares owned by the Robert B. Daugherty Foundation over which Mr. Bay shares voting power. The Company’s board of directors is currently composed of ten members. The board is divided into three classes and each class serves for three years on a staggered term basis. Four directors have terms of office that expire at the Annual Meeting: Directors Applbaum, Freye, Neary and Robinson-Berry. These four individuals have been nominated by the board of directors, upon recommendation of the Governance and Nominating Committee, for re-election to three-year terms. Five directors have joined the board since June 2015. Two directors who were identified by an independent third party search firm joined the board in 2020. The Company bylaws provide that directors are elected by the affirmative vote of a majority of the votes cast with respect to the director at the meeting, unless the number of nominees exceeds the number of directors to be elected (a contested election), in which case directors will be elected by the vote of a plurality of the shares present and entitled to vote at the meeting. If a nominee is not elected and the nominee is an incumbent director, the director is required to promptly tender his or her resignation to the board. The Governance and Nominating Committee will consider the tendered resignation and recommend to the board whether to accept or reject the resignation or whether other action should be taken. The board will act on the tendered resignation and publicly disclose its decision within 90 days from the certification of the election results. The director who tenders his or her resignation will not participate in the Committee’s recommendation or the board action regarding whether to accept or reject the tendered resignation. The Company’s policy on director retirement, as expressed in the Corporate Governance Principles, 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 shares represented by the enclosed proxy will be voted for the election of the nominees named above. In the event any of such nominees becomes unavailable for election, the proxy holders will have discretionary authority to vote the proxies for a substitute. The board of directors has no reason to believe that any such nominee will be unavailable to serve. The following discussion provides information about the four nominees, and the six directors whose terms expire in 2025 and 2026, 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’s specific experience, qualifications, attributes or skills that led the board to conclude that the person should serve as a director of the Company. NOMINEES FOR ELECTION

  14. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: July 2023 |

  15. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Avner M. Applbaum ■ Mr. Applbaum, age 52, has been Chief Executive Officer of the Company since July 2023. ■ He served as Executive Vice President and Chief Financial Officer of the Company from March 2020 to July 2023. ■ Mr. Applbaum has seventeen years experience in operational and financial roles at publicly traded manufacturing companies. ■ Mr. Applbaum is a Certified Public Accountant (inactive). Mr. Applbaum’s extensive experience with manufacturing companies and with Valmont provides valuable knowledge for Valmont’s operations, financial reporting and long-term strategies.

  16. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: December 2005 | | Board Committees: Human Resource Committee (Chair) Audit Committee ESG Committee |

  17. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Daniel P. Neary ■ Mr. Neary, age 72, was a member of the board of directors of Mutual of Omaha (full service and multi-line provider of insurance and financial services) until retirement effective January 2021. ■ Mr. Neary served as CEO of Mutual from 2004-2015 and as Chairman until January 2018. ■ He was previously President of the Group Insurance business unit of Mutual of Omaha. ■ Mutual of Omaha’s revenues were in excess of $9 billion in 2021. ■ 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 the Valmont board of directors.

  18. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: June 2015 | | Board Committees: Governance and Nominating Committee ESG Committee |

  19. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Theo Freye ■ Mr. Freye, age 74, retired in October 2014 as CEO of CLAAS KgaA, a $4.5 billion family owned agricultural machinery firm headquartered in Germany. ■ Mr. Freye, a citizen of Germany, has more than 30 years of international machinery experience, including several years as Chairman and President of the North American CLAAS operations and as the General Manager of Caterpillar-CLAAS, a joint venture serving the North American and Australian markets. ■ 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.

  20. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: September 2020 | | Board Committees: Human Resources Committee |

  21. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Joan Robinson-Berry ■ Ms. Robinson-Berry, age 64, retired in July 2020 as Vice President, Chief Engineer, Boeing Global Services. ■ Ms. Robinson-Berry served as Vice President, Engineering, Boeing Global Services (2018-2019), Vice President, General Manager, Boeing South Carolina (2016-2018), and Vice President, Chief Procurement Officer, Boeing Shared Services Group (2012-2016). ■ Ms. Robinson-Berry holds a Masters of Science in Engineering Management and Business Administration and has over 35 years of global and domestic experience in engineering, operations, supply management and program management. ■ Ms. Robinson-Berry was responsible for product and product services safety, technical integrity and engineering for a $22 billion business unit of Boeing. ■ Her engineering and operations experience make her well qualified as a member of the Valmont board of directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE NOMINEES. CONTINUING DIRECTORS — Terms Expire 2026

  22. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: October 1993 | | Chairman of the Board |

  23. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Mogens C. Bay ■ Mr. Bay, age 75, has been non-executive Chairman of the Company since January 2019. ■ He served as Executive Chairman of the Company during 2018. ■ He was Chairman and Chief Executive Officer of the Company from January 1997 through December 2017, and President and Chief Executive Officer of the Company from August 1993 through December 1996. ■ Mr. Bay previously served as a director of Peter Kiewit Sons’, Inc. and of ConAgra Foods, Inc. ■ Mr. Bay holds dual United States and Danish citizenship. ■ Mr. Bay’s 40 years of experience with Valmont provides an extensive knowledge of Valmont’s operating companies and its lines of business, its long-term strategies and domestic and international growth opportunities.

  24. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: September 2020 | | Board Committees: ESG Committee (Chair) Governance and Nominating Committee |

  25. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Ritu Favre ■ Ms. Favre, age 55, is the Group President, Test & Measurement Segment, Emerson Electric since October 2023. ■ She was previously the Executive Vice President of Business Units at National Instruments November 2022-October 2023; Executive Vice President and General Manager of Semiconductor and Electronics; Aerospace, Defense, and Government; and Transportation Business Units at National Instruments January 2021-November 2022; and Senior Vice President and General Manager of the Semiconductor Business at National Instruments (2019-2021). ■ She was the Chief Executive Officer NEXT Biometrics (2017-2019) and the Senior Vice President, Biometrics Products Division, Synaptics (2014-2016). ■ Ms. Favre self-identifies as Asian. ■ Ms. Favre previously served on the board of directors of Cohu, Inc., a public semiconductor manufacturing company. ■ Ms. Favre holds a Master of Science in Electrical Engineering and has 30 years of experience specializing in the development and management of technology solutions. Her engineering, technology, information security and related management experience provides a valuable resource of strategic input to the Valmont board of directors.

  26. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: October 2019 | | Board Committees: Human Resources Committee |

  27. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Richard A. Lanoha ■ Mr. Lanoha, age 56, has been President and Chief Executive Officer of Peter Kiewit Sons’ Inc. and Kiewit Corporation since January 2020. ■ He was President and Chief Operating Officer of Kiewit 2016-2019. ■ He was President of Kiewit Energy Group 2012-2016 and Executive Vice President of Kiewit Industrial Group responsible for Kiewit Energy and Kiewit Power divisions of Kiewit 2010-2012. ■ Kiewit’s revenues were in excess of $13 billion in 2023. ■ Mr. Lanoha has management experience of infrastructure construction operations at Kiewit and his experience provides a valuable resource of strategic and oversight input to the Valmont board of directors. CONTINUING DIRECTORS — Terms Expire 2025

  28. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: October 2004 | | Board Committees: Audit Committee (Chair) Governance and Nominating Committee ESG Committee |

  29. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Kaj den Daas ■ Mr. den Daas, age 74, was CEO of Quality Light Source until March 2018. ■ He transitioned into a non-executive position in the holding company QL Light Source Company Ltd. (manufacturer and marketer of LED lamps) in April 2018. ■ He was CEO of TCP International Holdings, Ltd. from July 2015 to October 2016. ■ Mr. den Daas retired in 2009 as Executive Vice President of Philips Lighting B.V. of the Netherlands (manufacturer of lighting fixtures and related components) and Chairman of its North American Lighting Operations. ■ Mr. den Daas was responsible for oversight of the manufacturing, distribution, sales and marketing of Philips products in the United States, Canada and Mexico, with prior Philips experience in the Asia Pacific area. ■ Mr. den Daas chaired the Philips Lighting Sustainability Board for seven years which Board had oversight of EHS performance, chemical substance management, carbon footprint determination and development of emissions initiatives. ■ He previously served on the boards of directors of EMGO, N.V., Lighting Science Group Corp. and Energy Focus (LED lighting manufacturer). ■ Mr. den Daas, a citizen of the Netherlands, has more than 35 years of international experience in the lighting industry. His extensive international business experience and sustainability oversight experience, provides value to the Valmont board of directors.

  30. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: December 2011 | | Board Committees: Governance and Nominating Committee (Chair) Audit Committee ESG Committee |

  31. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    James B. Milliken ■ Mr. Milliken, age 66, is Chancellor of the University of Texas System which enrolls over 255,000 students, has over 120,000 employees and has an annual budget of over $30 billion. ■ He was Chancellor of the City University of New York from June 2014 to May 2018. Mr. Milliken was President of the University of Nebraska from August 2004 to May 2014. ■ Mr. Milliken has a law degree from New York University and practiced law on Wall Street before his academic career. ■ He has led the development of research and education programs in China, India, Brazil and other countries. ■ He is a member of the Council on Foreign Relations and the Executive Committee on the Council on Competitiveness. ■ He has chaired commissions on innovation and economic competitiveness for the Association of Public and Land-grant universities and the Council on Competitiveness. ■ Mr. Milliken’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.

  32. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Director Since: February 2012 | | Board Committees: Lead Director Human Resources Committee Audit Committee |

  33. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Catherine James Paglia ■ Ms. Paglia, age 71, has been a director of Enterprise Asset Management, Inc., a New York based privately-held real estate and asset management company since September 1998. ■ Ms. Paglia previously spent eight years as a managing director at Morgan Stanley, ten years as a managing director of Interlaken Capital, and served as chief financial officer of two public corporations. ■ Ms. Paglia serves on the board of directors of the Columbia Funds and is a member of the board of trustees of the Carnegie Endowment for International Peace. Her extensive Wall Street experience and prior service as a chief financial officer of public companies provide an excellent background for membership on Valmont’s Audit Committee. BOARD OF DIRECTORS DIVERSITY The following diversity matrix applies to ten members of our board of directors following the Annual Meeting.

  34. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Male | Female | | Gender | ■ ■ ■ ■ ■ ■ ■ | ■ ■ ■ | | African American Directors | | ■ | | Asian Directors | | ■ | | Directors with Non-U.S. or Dual Citizenship | ■ ■ ■ | | | Independent Directors | ■ ■ ■ ■ ■ ■ | ■ ■ ■ | | Directors joining Board since January 2018 | ■ ■ | ■ ■ |

  35. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    BOARD OF DIRECTORS SKILLS AND EXPERIENCE The following matrix provides information regarding the ten members of our Board following the Annual Meeting, including certain types of knowledge, skills and experience possessed by one or more or our directors, which our Board believes are relevant to our business and industry. The matrix does not encompass all of the knowledge, skills and experience of our directors.

  36. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Board leadership experience | ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ | | Industrial / manufacturing experience | ■ ■ ■ ■ ■ ■ ■ | | Financial Background | ■ ■ ■ | | International experience | ■ ■ ■ ■ ■ ■ ■ | | Corporate governance and oversight background | ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ | | Engineering experience | ■ ■ ■ ■ | | Operations experience | ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ | | Information technology experience | ■ ■ ■ | | Technology / R&D experience | ■ ■ ■ ■ ■ ■ ■ ■ |

  37. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Information technology experience includes management background experience in the areas of information technology policy in governance, risk management, assessment, evaluation, architecture and engineering, or planning. Technology/R&D experience includes management experience in various technologies and related development activities. Board Committees The Board has the following standing committees: Audit; Human Resources; Governance and Nominating; and ESG. Audit Committee The current members of the Audit Committee are directors den Daas (Chair), Neary, Paglia and Milliken. All members of the Audit Committee are independent within the meaning of the Company’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’s website at investors.valmont.com. The 2023 report of the Audit Committee is included in this proxy statement. The Audit Committee met six times during 2023. The Audit Committee assists the board by reviewing the integrity of the financial statements of the Company; the qualifications, independence and performance of the Company’s independent auditors and internal auditing department; and compliance by the Company with legal and regulatory requirements. The Committee also oversees the Company’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’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’s selection or application of accounting principles, and the Company’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. Human Resources Committee The members of the Human Resources Committee during 2023 were directors Neary (Chair), Paglia, Lanoha, and Robinson-Berry. All members of the Human Resources Committee are independent within the meaning of the Company’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’s website at investors.valmont.com. The report of the Human Resources Committee is included in this proxy statement. The Human Resources Committee met four times during 2023. The Human Resources Committee assists the board in fulfilling its responsibilities relating to compensation of the Company’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’s risk with respect to human capital resources and compensation 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’s compensation and evaluates the chief executive officer’s performance in light of those goals and objectives. The Human Resources Committee, together with the other independent directors, determines the chief executive officer’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’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 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 Actions. The Human Resources Committee has the authority to retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Committee has engaged the services of Frederic W. Cook & Co., Inc. (FW Cook), a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company’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. Governance and Nominating Committee The members of the Governance and Nominating Committee during 2023 were directors Milliken (Chair), Freye, den Daas and Favre. All members of the Governance and Nominating Committee are independent within the meaning of the Company’s Corporate Governance Principles and the listing standards of the NYSE. The Governance and Nominating Committee acts under a written charter, adopted by the board of directors, a copy of which is available on the Company’s website at investors.valmont.com. The Governance and Nominating Committee met four times during 2023. The Governance and Nominating Committee assists the board by (1) recommending to the board Corporate Governance Principles for the Company, (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 and (3) overseeing the Company’s risk with respect to governance structure and related matters, including shareholder engagement. The Committee also oversees Board leadership, succession, onboarding and education. The Committee coordinates the annual self-evaluation by the directors of the board’s performance, the CEO’s performance and the annual performance evaluation by each committee of the board. The Committee oversees the Company’s process for consideration of nominees to the Company’s board of directors. The process is described in Director Nomination Process. Environmental, Social and Governance Committee (ESG Committee)

  38. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The Board established an Environmental, Social and Governance Committee (ESG Committee) in December 2021. The Committee met four times in 2023. The members of the ESG Committee are directors Favre (Chair), Milliken, Neary, Freye and den Daas. All members of the ESG Committee are independent within the meaning of the Company’s Corporate Governance 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 at investors.valmont.com. The ESG Committee assists the Board in fulfilling its responsibilities relating to oversight of policies and operational controls of environmental, health and safety, and social risks. The Committee also has responsibility for overseeing sustainability matters including climate change, energy management, water standards and carbon management. The Committee effects such oversight through (1) reports by the chairs of the Audit Committee, Human Resources Committee, and the Governance and Nominating Committee, with respect to the environmental, social and governance factors delegated to such committees and (2) periodic reports by Company officers with respect to ESG matters. The chairs of the Audit Committee, Human Resources Committee, and Governance and Nominating Committee, serve as members of the ESG Committee. The board of directors has oversight responsibility for risks affecting the Company. The Board has delegated risk oversight with respect to operational, compliance and financial matters, including legal, insurance, cybersecurity and information technology risk, to the Audit Committee. The Board has delegated risk oversight with respect to compensation matters and human capital resource matters to the Human Resources Committee; the Committee also oversees and reviews Company reports on labor practices, human rights policies, employee health and safety, and employee diversity and inclusion. The Board has delegated risk oversight with respect to governance structure related matters, including shareholder engagement, to the Governance and Nominating Committee; the Committee oversees board leadership, succession, onboarding and education. The Board has delegated oversight of policies and operational controls of environmental, health and safety, and social risks to the ESG Committee; the Committee also oversees sustainability matters including climate change, energy management, water standards and carbon management. Corporate Governance Highlights Director Independence and Board Leadership ■ Nine of ten directors are independent. ■ All Board committees are fully independent. ■ Lead independent director presides at executive sessions of the independent directors. Board Refreshment & Diversity ■ Four directors have joined the Board since January 2018, and five since June 2015. ■ There is an established retirement age for directors. ■ Three directors are women, including one African American and one who self-identifies as Asian. Four directors were born outside of the United States and three currently have non-U.S. citizenship or dual citizenship. Governance Best Practices ■ The Board has established a majority voting system for the election of directors. ■ Directors and executive officers required to hold shares at multiples of their retainer or salaries. ■ Our executive clawback policy provides for the recovery of erroneously awarded equity compensation following a financial restatement due to material noncompliance with financial reporting requirements. ■ We have a broader compensation recoupment policy applicable to employees in the event of financial restatements due to fraud. ■ Directors, executive officers and corporate officers are prohibited from engaging in pledging or hedging of Company stock. Human Capital Resources Highlights Workforce and Policies ■ The Human Resources Committee receives periodic reports on workforce profile; recruiting, retention, advancement and compensation; and employee wellbeing and engagement, safety and health and welfare benefits. ■ Our Code of Business Conduct, published on our website at investors.valmont.com, is provided to help each Valmont employee do the right thing. The Code is our guide to what customers, suppliers, colleagues, shareholders and communities expect of us, and ultimately, what we expect of ourselves which is to act responsibly and to treat each other fairly and with respect while emphasizing diversity and inclusion. ■ There are approximately 6,356 employees in the United States and approximately 4,769 employees outside the United States. Our Human Rights Policy, published on our website at investors.valmont.com, requires equal opportunity and fair treatment. The Policy prohibits discrimination on the basis of age, race, disability, ethnicity, marital or family status, origin, religion, gender, sexual orientation, veteran status or gender identity. Our Political Contributions Policy prohibits the use of Company funds for political purposes. ■ There is an international whistleblower system implemented for all global employees. Recruitment, Retention and Advancement ■ Our compensation program provides competitive base salaries, annual performance-based incentives for many employees, and annual equity grants to over 300 employees. Employees and their families are offered a comprehensive total well-being benefits package to ensure their personal and family’s overall wellness needs are met including medical and dental insurance, paid time off, employer paid life insurance and short term and long term disability, retirement plans, and voluntary programs like tobacco cessation, Type 2 diabetes reversal, mortgage services, home and auto insurance and health coaching. ■ All qualified applicants receive consideration for employment. The Company receives over 45,000 applications for over 2,500 open positions each year. During 2023, approximately 45% of all open positions were filled from within or referred from current employees. ■ The Board of Directors annually reviews high performing and high potential talent, diverse talent and a succession plan for critical roles. Safety ■ We are committed to creating a culture where a healthy and safe workplace is recognized by everyone as essential to our success. ■ The Human Resource Committee receives periodic safety reports, including total recordable incident rates and lost time incident rates within Valmont. The Company reported in 2023 a 18.5% reduction in total recordable incident rates since 2021 and a 28.3% reduction in lost time incident rates since 2021. ■ Valmont has a service called WorkCare Incident Intervention to help improve the health and safety of our employees in the United States. This service provides immediate and ongoing support to employees who have been involved in a workplace incident and includes a team of trained professionals and an incident management system. ■ We have implemented a Health and Safety Playbook globally to ensure all operations adhere to health and safety standards. The Playbook outlines Valmont activities and policies specific to life saving initiatives, occupational health, and business continuity. The Playbook is designed to lead to a reduction in workplace incidents and injuries, and improve compliance with applicable regulations. Sustainability Highlights Overview ■ CEO Applbaum statement: Valmont is as focused as ever on conserving resources and improving life. As the world’s demands become more challenging, Valmont will be there, continuing to innovate, engineer and manufacture sustainable solutions to address food insecurity, improve access to stronger infrastructure, and enable the delivery of reliable energy sources to help increase climate resilience. ■

  39. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Valmont’s sustainability disclosures, which include our Sustainability Report, Sustainability Annex, GRI Report, SASB disclosure, TCFD disclosure, Sustainability White Paper, Climate White Paper, Environmental Playbook, and Sustainability Playbook are published on our website at valmont.com/sustainability. We also publish data on our website relating to energy consumption, water usage, waste and greenhouse gas emissions. ■ Valmont’s sustainability initiative was launched in 2015, with measurements focused on electricity, hazardous and non-hazardous waste, combustion fuel, and water usage. ■ In 2020, Valmont added a climate change statement to our website, reported on Scope I emissions and the Company’s carbon footprint. The Company also began an electric vehicle program, collected Scope II emissions data, and assessed global combustion fuel goals. The Company has published the following sustainability goals on our website: 10% reduction in carbon emissions by close of 2025; 12% additional reduction in normalized electricity usage by 2025; 19% reduction in normalized carbon emissions from Scope I mobile emissions; and 100% of Valmont global manufacturing facilities to adopt low-flow water fixtures for non-production access by close of 2025; all based on a 2018 baseline. Operations We strive to improve our use of raw materials, energy and water in the manufacture of our products and provision of our services, and we work to reduce emissions, discharges and wastes generated by our operations. ■ Our solar energy and infrastructure products play an important role in the transition to a clean energy economy. ■ Our lighting, transportation and sign structures products support the decongestion of traffic flows and reduction of auto emissions. ■ Our wireless communication products help bring reliable high-speed broadband connectivity to both rural and urban areas. ■ Our irrigation systems and technology solutions promote the efficient use of water worldwide. ■ Our coatings process extends the lifespan of steel structures, allowing for increased protection from weather events and less maintenance throughout the life of the structure. ■ The Daugherty Water for Food Global Institute, initially funded by Valmont’s founder Robert B. Daugherty, is organized to improve water management in agriculture and food systems to ensure sustainable food and water security in the face of population increases and a changing climate. ■ Our enterprise wide environmental management system and policy is located in our Environmental Playbook which is published on our Sustainability website at valmont.com/sustainability. Climate Change ■ We believe our electricity distribution infrastructure products, solar products, and irrigation systems for the efficient use of water for agriculture have resiliency and positively prepare for and respond to the effects of climate change. ■ The Board receives quarterly reports by the business leadership teams which include information on innovation required to existing products to withstand changing climate conditions and extreme weather events and changes in product preferences due to climate change. ■ The Board receives quarterly reports with respect to sustainability goals and initiatives, including climate change reports and communications. Information Technology and Cybersecurity ■ Our information security program covers a range of cybersecurity activities with a primary objective of protecting and maintaining the confidentiality, integrity and availability of information for our business and customers. The program and our systems are designed to identify and mitigate information security risks and data privacy breaches. ■ The Audit Committee receives regular reports on Valmont’s risk and compliance with respect to information technology, cybersecurity data privacy and segregation of duty performance. ■ Valmont measures its security performance against the ISO 27001 Framework and Enterprise Risk Management strategies. ■ Risk mitigation processes include cybersecurity incident response plan, security awareness training, cybersecurity risk assessment, third party partnerships for threat intelligence, incidence response / escalation and attack surface monitoring. Valmont has not experienced a material information security breach in the past three years. Valmont is committed to having strong corporate governance principles. The board of directors believes such principles are essential to the effective operation of Valmont’s businesses and to maintaining Valmont’s integrity in the marketplace. Overview The board of directors has adopted corporate governance principles which are set out in the Investor Relations section of the Company’s website at investors.valmont.com. The following corporate governance documents also appear on the Company’s website and these documents and the Company’s Corporate Governance Principles are available in print to any shareholder upon request to the Corporate Secretary: ■ Code of Business Conduct ■ Code of Ethics for Senior Officers ■ Audit Committee Charter ■ Human Resources Committee Charter ■ Governance and Nominating Committee Charter ■ ESG Committee Charter ■ Procedures for bringing concerns or complaints to the attention of the Audit Committee The board met seven times during 2023. 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’ meeting and all Company directors attended the 2023 annual 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’s website. Board Leadership Structure and Risk Oversight The board’s leadership structure in 2023 consisted of a Non-Executive Chairman and a Lead Director. Mr. Bay became Non-Executive Chairman in 2019. All board members have substantial business experience and all board members, with the exception of the Chief Executive Officer, are independent within the meaning of the Company’s corporate governance principles and the NYSE Listing Standards. The Company’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. The board has established the position of Lead Director. The position is currently filled by independent director Catherine James Paglia. The lead 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 director may communicate through the Lead Director by writing to: Lead Director of Valmont Board of Directors, Valmont Industries, Inc., 15000 Valmont Plaza, Suite 202, Omaha, Nebraska 68154.

  40. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The board has oversight responsibility for risks affecting the Company. The board has delegated risk oversight with respect to operational, compliance and financial matters including legal, insurance, information technology and cybersecurity risk to the Audit 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. The board has delegated risk oversight with respect to governance structure related matters and shareholder engagement, and board leadership, succession, onboarding and education to the Governance and Nominating Committee. 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. Governance Actions The board of directors and board committees have taken a number of corporate governance actions. The more significant actions include: ■ The board of directors has approved bylaws which adopt a majority voting system for the election of directors. ■ The board of directors has adopted director stock ownership guidelines. The guidelines provide that directors should own Valmont common stock with a value at least equal to five times the director’s annual retainer. Directors have five years after joining the board to meet the guidelines. ■ The board of directors has adopted stock ownership and retention guidelines for senior management. The guidelines require an equity position having a value of 6.0 times base salary for the Chief Executive Officer, 2.5 times base salary for the Chief Financial Officer and Group Presidents, 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. ■ The board of directors has adopted a written clawback policy pursuant to SEC and NYSE rules applicable to executive officers. The policy provides for the recovery of incentive based compensation awarded to current and former executive officers that is received in a three-year period preceding a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under securities laws. ■ The board of directors has adopted a broader compensation recoupment policy applicable to any employee who receives equity incentive awards. The policy generally provides that if Valmont is required to restate its financial statements, due to material noncompliance with any financial reporting requirements, the board of directors may require reimbursement of all or any part of any cash or stock award based on an incentive plan that relates to the performance of Valmont, if the employee engaged in certain conduct which caused or contributed to the need for the restatement. The board of directors has the right to apply the recoupment policy in all cases to the Chief Executive Officer, Chief Financial Officer and Group President (if the conduct occurred in the Group) if an employee engaged in the designated conduct. ■ The Human Resources Committee has engaged 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. ■ The board of directors has adopted an insider trading policy applicable to all directors, officers and employees. The policy prohibits directors, officers and employees from trading in Company securities when in possession of material nonpublic information and requires Company insiders to trade during quarterly trading window periods and to pre-clear transactions. ■ The Human Resources Committee generally grants equity awards at regularly scheduled meetings in February (for performance share units) and December (for stock options and restricted stock units) of each year and does not time the granting of equity awards to the disclosure of material nonpublic information or to the fluctuation in the market value of the Company’s common stock. ■ The Company does not have a Shareholder Rights Plan. Board Independence The board of directors is composed of a substantial majority of independent directors. The board has established independence standards for Valmont’s directors. These standards are set forth below and are contained in the Company’s Corporate Governance Principles and follow the director independence standards established by the New York Stock Exchange: ■ A director will not be independent if, within the preceding three years (1) the director was employed by Valmont or an immediate family member of the director was an executive officer of Valmont, (2) a Valmont executive officer was on the compensation committee of the board of directors of a company which employed the Valmont director as an executive officer or which employed an immediate family member of the director as an executive officer, or (3) the director or the director’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). ■ A director will not be independent if (1) the director is an executive officer or an employee, or the director’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’s consolidated gross revenues or (ii) Valmont’s consolidated gross revenues. A director will not be independent if (1) the director or an immediate family member is a current partner of Valmont’s independent auditor, (2) the director is an employee of Valmont’s independent auditor, (3) the director has an immediate family member who is a current employee of Valmont’s independent auditor who personally works on Valmont’s audit, or (4) the director or an immediate family member was within the last three years a partner or employee of Valmont’s independent auditor and personally worked on Valmont’s audit within that time. Tax-exempt organizations to which Valmont makes contributions shall not be considered “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’s consolidated gross revenues. ■ For relationships not covered by the foregoing standards, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who satisfy the above independence standards. The board’s determination of each director’s independence is disclosed annually in the Company’s proxy statement.

  41. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | The Committee established compensation strategies designed to carry out the compensation objectives, including: | | ■ Target total compensation evaluated by position, on an annual basis, against like positions in companies of similar sales volume, according to data provided by the Committee’s independent compensation consultant; and | | ■ Base pay, annual incentives and long-term incentives targeted at median market levels, with the opportunity for annual and long-term incentives at the 75th percentile or higher for significantly exceeding performance targets. Actual compensation will be above median if performance exceeds targets and below median when performance is below targets. |

  42. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The Committee has engaged FW Cook as the Committee’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. Compensation Processes and Practices The Committee follows certain processes and practices in connection with the structure and implementation of executive compensation plans. The elements of target total compensation are reviewed annually against general industry survey data and a peer group developed by FW Cook and approved by the Committee. The Committee uses the survey data and peer group information to assess the competitiveness of target compensation levels and pay mix for the CEO, CFO and other executives. The Company has used as its primary benchmark surveys based on market data provided by FW Cook adjusted to provide market compensation levels for companies within a range of Valmont’s annual revenues. For 2023 compensation established by the Committee in December 2022 (for 2023 base salaries) and February 2023 (for 2023 incentive plans), the Committee used a national general industry survey of approximately 800 companies. The adjusted 2022 revenue size range of the companies in the survey was approximately $4.32 billion. Valmont’s 2022 revenues were $4.35 billion. The competitive medians referenced below for base salary, target annual incentives and long-term incentives are the competitive medians based on the survey data. ■ For 2024 compensation established by the Committee in December 2023 (for 2024 base salaries) and February 2024 (for 2024 incentive plans), the Committee used a national general industry survey of approximately 800 companies. The adjusted 2023 revenue size range of the companies in the survey was approximately $4.2 billion. Valmont’s 2023 revenues were $4.18 billion. ■ The Committee also used a peer group developed by FW Cook as a supplemental benchmark of CEO and CFO pay levels. FW Cook advised that, due to differences in the jobs of the individuals reported in the proxies of the peer group companies, consistent and reliable comparable compensation information was available only for the CEO and CFO. The peer group for 2023 compensation consisted of the following eighteen companies:

  43. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    ■ The Committee, on FW Cook’s recommendation, revised the peer group in October 2023 (for purposes of the 2024 compensation program) by removing Enviri (formerly Harsco Corporation) given its reduced market capitalization. Following this change, the Company’s peer group included seventeen companies. ■ The Company’s revenues approximate the median of the new peer group. The peer group had median 2023 revenues of $4.12 billion. Valmont’s revenues for 2023 were $4.18 billion. ■ The Committee also reviews a tally sheet with respect to the total compensation (target and actual) of each named executive officer and each group president. The Committee utilizes tally sheets as a reference point to ensure that the Committee has a comprehensive picture of the compensation paid and payable to each executive officer. The Committee uses market data provided by FW Cook as one of the primary factors in executive compensation decisions and the tally sheets are not determinative with respect to any particular element of compensation. ■ The compensation programs provide for both cash and equity elements. Base salary and annual incentives are paid in cash. Long-term incentives for the 2021-2023 and subsequent long-term plans consisted of Company performance shares payable in Valmont stock. Stock options and restricted stock units (“RSUs”) are settled in equity. ■ The Committee determines the mix of cash and equity compensation. The Committee has no pre-established policy for the allocation between either cash and equity or short-term and long-term incentive compensation. The Committee reviews information provided by FW Cook to determine the appropriate level and mix of incentive compensation. The Committee believes that a majority of an executive’s overall compensation opportunity should be incentive-based. ■ The structure of all incentive compensation plans is reviewed periodically to assure their linkage to the current strategies, objectives and performance goals. ■ The Committee’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 when performance significantly exceeds targets. The annual incentive and long-term incentive targets are established for each executive officer by using a percentage of base salary that is generally aligned with the competitive market median for the executive. There are no material differences in compensation policies with respect to individual executive officers. The Company’s programs have been designed so that compensation paid to executive officers will generally be deductible under the Internal Revenue Code’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’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 officers. Consequently, compensation paid to certain officers in excess of $1 million may not be deductible. Elements of Compensation. Valmont’s executive compensation is based on three components, each of which is intended to support the overall compensation philosophy. ■ The three components are base salary, annual performance incentives, and long-term performance incentives (which include equity incentives). For 2023, base salary accounted for approximately 24% of the total target annualized compensation of the ongoing named executive officers and incentive compensation accounted for approximately 76% of such total compensation. ■ Valmont’s annual incentive plan for 2023 included a 5% incentive modifier based on goals for decreases in carbon intensity, reduction in total recordable incident rate, and increase in diversity, equity and inclusion survey results. ■ Valmont’s executive officers do not have employment agreements. ■ Valmont’s executive officers do not have agreements providing for special payments in the event of a termination of employment or a change-of-control of Valmont. Valmont’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 does not have a pension plan. Valmont’s executive officers do participate in its 401(k) Plan and also participate in the related non-qualified supplemental benefit plan. ■ Valmont does not maintain a perquisite program for its executive officers. Amounts relating to the limited use of Company aircraft for personal travel are included in the summary compensation table. ■ Valmont has an executive compensation recoupment policy covering cash and equity described on page 12. The policy is broader than the SEC-required Policy for the Recovery of Erroneously Awarded Compensation. ■ Valmont has policies prohibiting hedging and pledging of Company stock by directors and officers. 2023 Executive Leadership Changes On July 11, 2023, the Valmont board of directors named Avner M. Applbaum as President and Chief Executive Officer succeeding Stephen G. Kaniewski whose employment as CEO ended on July 10, 2023. Mr. Applbaum was previously Valmont’s chief financial officer. Timothy P. Francis, previously Senior Vice President and Finance Business Partner, Global Operations, was named Interim Chief Financial Officer. On July 31, 2023, on the recommendation of the Committee, the Valmont board of directors approved changes to the compensation for Mr. Applbaum as follows: (i) base salary increased to $950,000, (ii) annual short-term incentive plan target bonus at 110% of base salary, prorated to his start date as CEO, (iii) target long-term performance incentives based on 207.5% of base salary with participation in the 2020-2023 long-term incentive plan prorated to his start date as CEO and (iv) long-term option and restricted stock unit awards based on 207.5% of base salary. To achieve proration of the 2023 long-term incentives (such that his total long-term incentive grant value for the year reflects the time served in each role during 2023), Mr. Applbaum was granted (i) an award of 1,804 performance shares in Valmont’s 2023-2025 performance plan, (ii) options exercisable for 3,661 shares at an exercise price of $264.75, vesting in three equal annual installments commencing July 31, 2024, and (iii) 1,133 restricted stock units, vesting in three equal annual installments commencing July 31, 2024. Mr. Francis became Interim Chief Financial Officer effective July 11, 2023. The Committee granted an opportunity to earn a $100,000 transition performance incentive for Mr. Francis, with performance goals of timely and accurate internal and external reporting, with the performance determined by the Chief Executive Officer at the end of 2023. The transition performance incentive was earned for 2023. Aaron Schapper became Group President Agriculture and Chief Strategy Officer effective July 31, 2023. The Committee granted Mr. Schapper an incentive of 9,442 performance based restricted stock units, with 50% of the units vesting based on 2024 global irrigation business return on invested capital and operating income results and 50% vesting based on 2025 global irrigation business return on invested capital and operating income results. Timothy Donahue became Group President Infrastructure effective July 31, 2023. Mr. Donahue’s base salary was increased to $600,000 per annum.

  44. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    * Prorated at 110% from start date as CEO. A minimum threshold level of performance had to be attained before any incentive was earned by an executive officer. Payout under the plan to any executive officer was capped at two times the target incentive. Participants, thresholds and specific performance levels are established by the Committee at the beginning of each fiscal year. The Committee may also award discretionary non-incentive-based bonuses to an executive officer to recognize exceptional performance in a particular year. No discretionary awards were made to named executive officers with respect to performance in the last three years. The Committee approved in February 2023 participation, including executive officers, in the short-term incentive program for 2023. 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 2023 net earnings improvement and 2023 revenue growth, and for 2023 Infrastructure segment results; each performance measure operates independently. Payouts are linearly interpolated for performance between threshold/target and target/maximum performance levels. There is no payout for each metric for performance below threshold. Net Earnings (75% weight for corporate executives, 25% weight for Mr. Schapper)

  45. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The threshold, target and maximum amounts for revenue growth represent total revenue numbers. The 2023 net earnings were adjusted. The adjusted net earnings were $328.8 million (GAAP net earnings of $150.9 million increased by (i) $8.4 million after-tax Prospera intangible asset amortization and Prospera share compensation, (ii) $136.5 million after-tax impairment of goodwill and intangible assets, (iii) $30.8 million after-tax for organizational realignment charges and other non-recurring expenses and (iv) $2.2 million after-tax loss from Argentinian peso devaluation, which resulted in net earnings performance at 137.8% of target. The 2023 revenue was $4.18 billion which resulted in performance at 71.8% of target. The combination of the two factors resulted in an annual incentive payout for the named executive officers other than Mr. Schapper at 121.3% of target for 2023. The Infrastructure EBIT performance for 2023 of $415.9 million resulting in performance of 169.2% of target, which when coupled with the Company net earnings performance resulted in an annual incentive payout for Mr. Schapper at 161.3% of target for 2023. The Committee in February 2023 established ESG related goals which could result in a 5% modifier to the short-term incentive. The goals for 2023 were (1) carbon intensity decrease from 78.13 at 2022 FYE to 71.87 (8% decrease), (2) a reduction in total recordable incident rate from 2.14 in 2022 to 1.95 in 2023 (a 9% decrease) and (3) diversity, equity and inclusion survey results from 70 favorable points in 2022 to 71.4 in 2023 (2% increase). All three goals needed to be attained for the modifier to be earned. Not all goals were attained, and the 5% modifier was not earned. Based on the 2023 results, annual incentive payouts for 2023 were as follows: 2023 Annual Incentives ($)

  46. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The Committee in July 2023 established a performance-based incentive program for Mr. Francis at the the time he became Interim Chief Financial Officer. See 2023 Executive Leadership Changes. Mr. Francis earned $100,000 under this program. In February 2024, the Committee selected the participants and established the performance goals for the 2024 annual incentive program. The performance goals in 2024 for Messers. Applbaum and Francis and Ms. Larkin will continue to be based 75% on net earnings and 25% on revenue growth, and for Mr. Schapper will be based 25% on Company net earnings and 75% on Agriculture segment EBIT, and for Mr. Donahue will be based on 25% Company net earnings and 75% on Infrastructure segment EBIT. Long-Term Performance Incentives Long-term performance incentives for senior management in 2023 were provided in two ways: through the long-term performance share program, and through equity awards under the shareholder approved 2022 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 data. For the three-year award cycle ended in 2023, each named executive officer’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’s performance goals. The current long-term performance share programs operate on three-year award cycles. The Committee selects participants, establishes target awards, and determines a performance matrix. The Committee in February 2021 approved the performance matrixes for the award cycle ending in 2023 to encourage both the effective use of the Company’s capital and the growth of its earnings, and consequently the matrix was based on average return on invested capital or “ROIC” and cumulative compound operating income growth or “OIG”, weighted 70% ROIC and 30% OIG, at the beginning of the award cycle. Each performance measure operates independently. The Committee established the following performance measures for ROIC and OIG for the award cycle ending in 2023:

  47. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | OIG (30% Weight) | ROIC (70% Weight) | Cumulative Payout as % of Target | | Maximum | 15% | 12.08% | 200% | | Stretch | 10% | 11.7% | 150% | | Target | 5% | 10.5% | 100% | | Threshold | 0% | 9.25% | 50% | | Below Threshold | Below 0% | Below 9.25% | 0% |

  48. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Mr. Kaniewski participated in the 2022-2024 and 2023-2025 long-term incentive plans until December 30, 2023 and received on a prorated basis 11,466 shares and 3,132 shares respectively under the plans based on the projected level of achievement as determined by the Committee in February 2024. In February 2023, the Committee selected the participants and established the performance goals for the 2023-2025 award cycle; the performance goals for the cycle ending in 2025 are again based on a combination of growth in operating income and return on invested capital weighted 70% to ROIC and 30% to OIG, with each metric independently weighted. Targets were established for named executive officers based on a percentage of base salary ranging from 50% to 237.5% and performance targets established at 14% average ROIC and 10% OIG growth. Any 2023-2025 long term incentive award will be paid in shares of common stock. Stock Incentives and Ownership Guidelines The board of directors, upon recommendation of the Committee, has established stock ownership and retention guidelines for senior management. The guidelines require an equity position (shares owned and restricted share units held) having a value of 6.0 times base salary for the Chief Executive Officer, 2.5 times base salary for the Chief Financial Officer, Executive Vice Presidents and Group Presidents, 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. All named executive officers currently meet the targets using the closing stock price on the March 15, 2024 record date with the exception of Mr. Applbaum whose target increased to 6.0 times his base salary upon his appointment as Chief Executive Officer in July 2023. Long-term stock incentives are provided through grants of stock options and restricted stock units to executive officers and other key employees pursuant to the shareholder approved 2018 Stock Plan and 2022 Stock Plan. The stock component of compensation is intended to retain and motivate employees to improve long-term shareholder value. Such grants for executive officers were in 2021, 2022 and 2023 made at the regularly scheduled Committee meeting in December of each year as part of the compensation for the upcoming year. Stock options are exercisable at the market value on the date of grant and have value only if the Company’s stock price increases. Stock options granted during 2023 vest beginning on the first anniversary of the grant in equal amounts over three years and expire ten 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 2023 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’s stock plans prohibit repricing. Restricted stock units granted during 2023 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). The Committee establishes the number and terms of the options and restricted stock units granted under the stock plans. The Committee established the terms and provisions of such equity grants based 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 Company’s consolidated financial statements. The Committee encourages executives to build a substantial ownership investment in the Company’s common stock. The table on page 3 reflects the ownership position of the directors and executive officers at March 15, 2024. 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’s history of retaining shares previously obtained through the exercise of prior options and restricted stock grants. In December 2023, 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:

  49. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The amounts were established so that aggregate long-term incentive compensation would be targeted at competitive median levels. Competitive median levels are provided by FW Cook based on the primary benchmark national general industry survey data. The Committee granted options for an aggregate of 39,740 shares and 65,334 restricted stock units for an aggregate of 105,074 shares to a total of 325 employees in December 2023, including options and restricted stock units to named executive officers as described below. The Committee granted (i) 3,939 restricted stock awards to selected international employees and (ii) 4,329 restricted stock units to directors. The Committee determined that the annual equity grants to the executive officers should be 50% stock options and 50% restricted stock units (on a value basis), to reflect current market practices as determined by FW Cook. In December 2023, the Committee granted the following stock options and restricted stock units to the named executive officers: December 2023 Stock Grants

  50. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Stock Options | Restricted Stock Units | | Mr. Applbaum | 18,249 | 4,726 | | Mr. Schapper | 5,836 | 1,511 | | Mr. Donahue | 4,300 | 1,113 | | Ms. Larkin | 2,348 | 608 | | Mr. Francis | 1,768 | 458 |

  51. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    The option grants and restricted stock unit grants vest in equal installments over three 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’s review of each executive’s performance. The Committee believes that the programs described above provide compensation that is competitive with comparable companies, link executive and shareholder interests and provide the basis for the Company to attract and retain qualified executives. The Committee will continue to monitor the relationship among executive compensation, the Company’s performance, and shareholder value. Hedging and Pledging Policy Valmont’s policy prohibiting directors and officers from hedging or pledging Company stock has been in effect for more than ten years. The Company reviewed and enhanced its policy in December 2019. The current policy prohibits hedging and pledging transactions by directors, executive officers, corporate officers and group presidents with respect to any Valmont equity securities held directly or indirectly by such persons. Hedges are any transactions designed to hedge or offset any decrease in the market value of Valmont equity securities. Such transactions include short-sales, prepaid variable forward contracts, equity swaps, collars, and exchanges. Compensation Risk Assessment The Human Resources Committee in February 2024 conducted a risk assessment of the Company’s compensation programs which was reviewed by its independent compensation consultant. The Committee determined that the risks arising from the Company’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’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 for the recovery of erroneously awarded equity compensation following a financial restatement due to material noncompliance with financial reporting requirements. The Company has a broader compensation recoupment policy applicable to employees 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. Human Resources Committee Report The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended to the board that the Compensation Discussion and Analysis be included in this Proxy Statement.

  52. Pay Ratio Information

    Pay Ratio Information We are providing the following information about the relationship of the annual total compensation of our employees and the annual combined compensation of our Chief Executive Officers (CEOs) for the time served as CEOs for our fiscal year 2023 . The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with applicable securities regulations. For our fiscal year ended December 30, 2023: ■ The median of the annual total compensation of all employees of our company (other than our CEO) was $52,057. ■ The annual combined compensation of our CEOs, as reported in the Summary Compensation Table and adjusted to the time each served as CEO, was $8,927,079. ■ Based on this information, for 2023 the ratio of the annual combined compensation of our CEOs to the median of the annual total compensation of all employees was 171.5 to 1. Mr. Applbaum, previously our CFO, succeeded Mr. Kaniewski as our CEO on July 11, 2023. Mr. Kaniewski continued as a non-CEO employee until December 30, 2023. We have calculated the combined compensation of our CEOs for the time each served as CEO from our Summary Compensation Table as follows:

  53. Pay Ratio Information

    | | SCT Total ($) | Non-CEO Salary ($) | Stock Awards Forfeited ($) | Stock Awards Applicable to CFO Service Time ($) | Non-equity incentive plan compensation applicable to CFO Service Time ($) | Compensation for Time Served as CEO ($) | | Mr. Applbaum | 5,956,400 | (358,478) | — | (313,261) | (316,655) | 4,968,006 | | Mr. Kaniewksi | 6,280,307 | (539,357) | (1,781,877) | — | — | 3,959,073 | | Total Combined | | | | | | 8,927,079 |

  54. Pay Ratio Information

    To identify the median of the annual total compensation of all our employees, we selected September 30, 2023 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. We used the same median employee as we did in 2022. There were no changes in employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. Once we identified our median employee, we combined all elements of such employee’s compensation for 2023 to arrive at such employee’s total compensation in the same manner as we arrived at our CEO’s total compensation as set forth in the Summary Compensation Table. Summary Compensation Table

  55. Pay Ratio Information

    | | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Avner M. Applbaum President and Chief Executive Officer(5) | 2023 | 776,905 | 0 | 2,555,897 | 1,599,138 | 937,977 | 86,483 | 5,956,400 | | | 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 | | Aaron M. Schapper Group President Agriculture | 2023 | 723,840 | 0 | 3,488,239 | 414,473 | 934,043 | 79,788 | 5,640,383 | | | 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 | | J. Timothy Donahue Group President Infrastructure | 2023 | 564,030 | 0 | 684,244 | 305,386 | 478,918 | 22,500 | 2,055,078 | | Diane M. Larkin Executive Vice President Global Operations | 2023 | 436,800 | 0 | 441,368 | 166,755 | 317,903 | 20,022 | 1,382,848 | | | 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 | | Timothy P. Francis Interim Chief Financial Officer(5) | 2023 | 394,836 | 0 | 299,570 | 125,563 | 339,468 | 51,140 | 1,210,577 | | Stephen G. Kaniewski Former President and Chief Executive Officer(5) | 2023 | 1,124,834 | 0 | 2,671,481 | 0 | 1,569,087 | 914,905 | 6,280,307 | | | 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 |

  56. Pay Ratio Information

    (1) Stock awards consist of the grant date fair value (based on the target award amount) of the performance shares which can be earned by each of the above-named executives under the long-term incentive program with respect to grants in each fiscal year. See Compensation Discussion and Analysis for a description of these awards. The maximum award value, if earned (exclusive of increases in performance share value based on increases in the Company’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 named executive officers in 2021, 2022 and 2023. (2) Option awards reflects the aggregate grant date fair value of stock options computed in accordance with FASB Accounting Standards Codification Topic 718. See footnote 12 to the Company’s consolidated financial statements for the assumptions used in the valuation of these awards. The exercise price of options granted in December 2023 to the named executive officers was $223.02. The exercise price of options granted to Mr. Applbaum in July 2023 was $264.75. (3) Non-equity incentive plan compensation reflects amounts earned under 2023 annual incentives. See 2023 Compensation Program Elements — Annual Incentives. (4) All Other Compensation reflects amounts contributed by the Company to its 401(k) plan and related supplemental benefit plan, which matches the amounts contributed in 2023 by executive officers in accordance with plan provisions; such Company contributions are 4.5% of the executive officer’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 Compensation for Mr. Applbaum and Mr. Schapper also includes $20,085 and $13,390 respectively with respect to personal use of Company aircraft based on the Company’s variable operating cost. All Other Compensation for Mr. Kaniewski also includes $56,110 in 2021, $45,150 in 2022 and $193,125 in 2023 with respect to personal use of Company aircraft based on the Company’s variable operating cost, and also includes $648,937 in severance paid pursuant to Valmont’s general severance policy; see 2023 Executive Leadership Changes. On July 11, 2023, the Valmont board of directors named Mr. Applbaum as President and Chief Executive Officer succeeding Mr. Kaniewski whose employment as CEO ended on July 10, 2023. Mr. Applbaum was previously Executive Vice President and Chief Financial Officer. Mr. Francis became Interim Chief Financial Officer in July 2023, he was previously Senior Vice President and Finance Business Partner, Global Operations. Pursuant to his Separation and Release Agreement, Mr. Kaniewski agreed to remain in the employ of Valmont to provide transition and consulting services as requested until December 30, 2023. The following equity awards to Mr. Kaniewski did not vest by December 30, 2023 and were forfeited: (i) 4,102 restricted stock units, (ii) 15,093 options, (iii) 2,899 performance shares under the three-year plan ending 2024 and (iv) 5,355 performance shares under the three-year plan ending 2025. See Compensation Discussion and Analysis. Grants of Plan-Based Awards for Fiscal 2023

  57. Pay Ratio Information

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (# of shares)(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Award ($)(2) | | Name | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Avner M. Applbaum | 02/27/2023 | 0 | 263,308 | 526,617 | 905 | 1,809 | 3,618 | | | | | | | 07/31/2023 | 0 | 548,625 | 1,097,250 | 902 | 1,804 | 3,608 | 1,133 | 3,661 | $264.75 | 603,055 | | | 12/11/2023 | | | | | | | 4,726 | 18,249 | $223.02 | 2,350,036 | | Aaron M. Schapper | 02/27/2023 | 0 | 608,026 | 1,216,052 | 979 | 1,958 | 3,916 | | | | | | | 07/31/2023 | | | | | | | 9,442 | | | 2,499,769 | | | 12/11/2023 | | | | | | | 1,511 | 5,836 | $223.02 | 751,456 | | J. Timothy Donahue | 02/27/2023 | 0 | 420,000 | 840,000 | 655 | 1,310 | 2,620 | | | | | | | 12/11/2023 | | | | | | | 1,113 | 4,300 | $223.02 | 989,630 | | Diane M. Larkin | 02/27/2023 | 0 | 275,184 | 550,368 | 460 | 919 | 1,838 | | | | | | | 12/11/2023 | | | | | | | 608 | 2,348 | $223.02 | 608,123 | | Timothy P. Francis | 02/27/2023 | 0 | 207,289 | 414,578 | 297 | 593 | 1,186 | | | | | | | 07/31/2023 | 0 | 100,000 | 100,000 | | | | | | | | | | 12/11/2023 | | | | | | | 458 | 1,768 | $223.02 | 425,133 | | Stephen G. Kaniewski | 02/27/2023 | 0 | 1,417,290 | 2,834,580 | 4,016 | 8,032 | 16,064 | 0 | 0 | 0 | 0 |

  58. Pay Ratio Information

    (1) Non-equity incentive awards were made with respect to the Company’s 2023 annual incentive plan; an additional 5% modifier was established for ESG related performance. Mr. Applbaum’s non-equity incentive awards reflect proration between his employment periods in 2023 as Chief Financial Officer and subsequently as Chief Executive Officer. Mr. Donahue’s non-equity incentive awards based on salary as Group President Infrastructure. Equity incentive plan awards represent performance shares under the Company’s 2023-2025 long-term incentive plan. See Compensation Discussion and Analysis for a description of the plans. Performance shares, option awards and restricted stock unit awards are made under the shareholder-approved 2022 Stock Plan. See footnote 12 to the Company’s consolidated financial statements for the assumptions used in valuing these awards. Outstanding Equity Awards at Fiscal Year-End

  59. Pay Ratio Information

    | Name | 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) | | Avner M. Applbaum | 5,295 | 0 | 0 | 168.80 | 12/14/2030 | 6,843 | 1,597,909 | 2,889 | 674,610 | | | 2,828 | 1,414 | 0 | 252.89 | 12/13/2031 | | | 2,326 | 543,144 | | | 1,104 | 2,210 | 0 | 332.63 | 12/12/2032 | | | 3,613 | 843,671 | | | 0 | 3,661 | 0 | 264.75 | 07/31/2033 | | | | | | | 0 | 18,249 | 0 | 223.02 | 12/11/2033 | | | | | | Aaron M. Schapper | 5,000 | 0 | 0 | 112.08 | 12/17/2025 | 12,018 | 2,806,323 | 3,195 | 714,114 | | | 1,952 | 0 | 0 | 168.80 | 12/14/2030 | | | 2,518 | 562,798 | | | 3,061 | 1,531 | 0 | 252.89 | 12/13/2031 | | | 1,958 | 457,212 | | | 1,195 | 2,392 | 0 | 332.63 | 12/12/2032 | | | | | | | 0 | 5,836 | 0 | 223.02 | 12/11/2033 | | | | | | J. Timothy Donahue | 1,252 | 0 | 0 | 147.31 | 12/16/2026 | 2,027 | 473,324 | 1,815 | 423,820 | | | 2,218 | 0 | 0 | 168.80 | 12/14/2030 | | | 1,399 | 326,680 | | | 1,702 | 851 | 0 | 252.89 | 12/13/2031 | | | 1,310 | 305,898 | | | 664 | 1,330 | 0 | 332.63 | 12/12/2032 | | | | | | | 0 | 4,300 | 0 | 223.02 | 12/11/2033 | | | | | | Diane M. Larkin | 2,676 | 0 | 0 | 168.80 | 12/14/2030 | 1,036 | 241,916 | 1,678 | 391,829 | | | 1,231 | 616 | 0 | 252.89 | 12/13/2031 | | | 1,181 | 275,775 | | | 481 | 962 | 0 | 332.63 | 12/12/2032 | | | 919 | 214,595 | | | 0 | 2,348 | 0 | 223.02 | 12/11/2033 | | | | | | Timothy P. Francis | 4,000 | 0 | 0 | 112.08 | 12/17/2025 | 1,760 | 410,977 | 1,073 | 250,556 | | | 945 | 0 | 0 | 112.08 | 12/17/2025 | | | 763 | 178,168 | | | 1,967 | 0 | 0 | 116.80 | 12/14/2030 | | | 593 | 138,471 | | | 927 | 464 | 0 | 252.89 | 12/13/2031 | | | | | | | 365 | 725 | 0 | 332.63 | 12/12/2032 | | | | | | | 0 | 1,768 | 0 | 223.02 | 12/11/2033 | | | | | | Stephen G. Kaniewski(6) | 7,543 | 0 | 0 | 168.80 | 03/29/2024 | | | | | | | 5,286 | 0 | 0 | 252.89 | 03/29/2024 | | | | | | | 4,903 | 0 | 0 | 332.63 | 03/29/2024 | | | | |

  60. Pay Ratio Information

    The options that expire on December 17, 2025 vested on December 17, 2023. The options that expire on December 16, 2026 vested in equal installments on December 16, 2020, 2021 and 2022. The options that expire on December 14, 2030 vested in equal amounts on December 14 of 2021, 2022 and 2023. The options that expire on December 13, 2031 vest or vested in equal installments on December 13, 2022, 2023 and 2024. The options that expire on December 12, 2032 vest or vested in equal installments on December 12, 2023, 2024 and 2025. The options that expire on December 11, 2033 vest in equal installments December 11, 2024, 2025 and 2026. The remaining awards for these named executive officers reported in this column are restricted stock units which vest in equal installments over three years following date of grant and on vesting will be settled in an equal number of shares of common stock. Dividends are paid upon vesting of restricted shares. (3) Based on the number of shares or units at the closing market price at the end of the 2023 fiscal year ($233.51 per share). (4) Numbers shown are as of the Company’s fiscal year-end for 2023 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 2023, 2024 and 2025. See Compensation Discussion and Analysis for a description of the provisions of the long-term incentive plans. (5) Based on the target number of performance shares at the closing market price at the end of the 2023 fiscal year ($223.51 per share). (6) The following equity awards to Mr. Kaniewski did not vest by December 30, 2023 and were forfeited: (i) 4,102 restricted stock units, (ii) 15,093 options, (iii) 2,899 performance shares under the three-year plan ending 2024 and (iv) 5,355 performance shares under the three-year plan ending 2025. Options Exercised and Stock Vested in Fiscal 2023

  61. Pay Ratio Information

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Avner M. Applbaum | — | — | 1,486 | 362,161 | | Aaron M. Schapper | 4,033 | 611,096 | 1,267 | 282,557 | | J. Timothy Donahue | — | — | 710 | 158,443 | | Diane M. Larkin | — | — | 763 | 179,131 | | Timothy P. Francis | — | — | 401 | 89,499 | | Stephen G. Kaniewski | 22,374 | 3,435,864 | 4,797 | 1,054,862 |

  62. Pay Ratio Information

    (1) Difference between the exercise price of the options and the market price on date of exercise. (2) Based on market value at vesting date of the related restricted stock units. Nonqualified Deferred Compensation

  63. Pay Ratio Information

    | Name | 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) | | Avner M. Applbaum | 105,958 | 64,618 | 68,702 | 0 | 499,363 | | Aaron M. Schapper | 58,530 | 51,547 | 15,756 | 0 | 237,876 | | J. Timothy Donahue | 0 | 7,650 | 9,257 | 0 | 69,414 | | Diane M. Larkin | 53,636 | 5,172 | 34,145 | 0 | 300,304 | | Timothy P. Francis | 209,533 | 36,290 | 62,067 | 0 | 582,854 | | Stephen G. Kaniewski | 67,490 | 57,992 | 104,679 | 0 | 711,667 |

  64. Pay Ratio Information

    (1) Executive officer contributions are included in the executive compensation amounts reflected in the Summary Compensation Table as part of Salary, Bonus and Non-equity Incentive Plan Compensation; such contributions include deferrals to the nonqualified deferred compensation plan but not amounts contributed to the qualified 401(k) plan. (2) Reflects Company contributions to match executive contributions to nonqualified deferred compensation plans but does not include Company match for executive contributions to the 401(k) plan. Company contributions match executive contributions to the 401(k) and related nonqualified deferred compensation plans with respect to compensation and are included in the Summary Compensation Table under All Other Compensation. Company contributions are 4.5% of the executive officer’s salary, bonus and cash incentives. (3) The aggregate balance includes amounts contributed after the fiscal year end with respect to fiscal 2023 compensation. The Company does not have a pension plan or other defined benefit plan. The Company’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’s 401(k) plan. This plan is fully funded and the related assets in the plan are reported on the Company’s balance sheet and are subject to creditor claims in event of the Company’s bankruptcy. The vesting provisions follow that of the Company’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 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. Director Compensation

  65. Pay Ratio Information

    | Name | Fees Earned or paid in Cash ($)(1)(2) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Mogens Bay | 220,000 | 145,000 | 0 | 365,000 | | Kaj den Daas | 115,000 | 145,000 | 0 | 260,000 | | Daniel P. Neary | 120,000 | 145,000 | 0 | 265,000 | | Clark T. Randt | 31,666 | 0 | 0 | 31,666 | | James B. Milliken | 120,000 | 145,000 | 0 | 265,000 | | Catherine J. Paglia | 135,000 | 145,000 | 0 | 280,000 | | 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 |

  66. Pay Ratio Information

    (1) Non-employee directors in 2023 received: (1) a retainer of $95,000 per annum, (2) Audit Committee chair receives an additional $20,000 cash retainer per annum and each other 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 lead director receives an additional cash retainer of $30,000 per annum, and (5) the non-executive chair receives an additional cash retainer of $125,000 per annum. Non-employee directors also receive a grant of restricted stock units with a value of $145,000, based on the closing market price of the Company’s common stock on the date of the Company’s annual shareholders’ meeting. The equity grants are made annually on the date of and following completion of the Company’s annual 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 $750,000 in a calendar year. Mr. Randt retired from the board at the 2023 annual shareholders meeting. (2) Unexercised stock awards (consisting of unvested restricted stock units) for each director as of December 30, 2023 were as follows:

  67. Pay Ratio Information

    | Name | Restricted Stock Units | | Mogens Bay | 481 | | Kaj den Daas | 481 | | Daniel P. Neary | 481 | | James B. Milliken | 481 | | Catherine J. Paglia | 481 | | Theo W. Freye | 481 | | Richard A. Lanoha | 481 | | Ritu Favre | 481 | | Joan Robinson-Berry | 481 |

  68. Pay Ratio Information

    Equity Compensation Plan Information The following table provides information about the Company’s common stock that may be issued upon exercise of options, warrants and rights under existing equity compensation plans as of December 30, 2023.

  69. Pay Ratio Information

    | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | Weighted-average 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 | 457,153 | $220.77 | 1,513,652 | | Equity compensation plans not approved by security holders | 0 | | 0 | | Total | 457,153 | | 1,513,652 |

  70. Pay Ratio Information

    (1) Includes 181,530 stock options, 178,504 restricted stock units and 97,119 performance shares. (2) Weighted-average exercise price of outstanding stock options. Potential Payments Upon Termination or Change-In-Control Valmont does not have employment agreements with its executive officers. Valmont also does not have special severance or change-in-control payment agreements with its executive officers. On August 1, 2023, Valmont entered into a separation and release agreement with Mr. Kaniewski specifying the terms of Mr. Kaniewski’s employment separation and transition of his duties and responsibilities. Pursuant to the agreement, Mr. Kaniewski agreed to remain in the employ of Valmont to provide transition assistance and consulting services as requested until December 30, 2023, the fiscal year end. He agreed to confidentiality, cooperation and restrictive covenants and to comply with Valmont’s policies. In consideration of the foregoing, he continued to receive his base salary and health benefits until the end of his employment. Subject to the conditions in the agreement, he received (i) cash severance according to Valmont’s general severance policy, equal to 16 weeks of his base salary plus one week for each year of his service (14 weeks), (ii) his previously awarded restricted stock units and stock options continued on the grant date terms to vest while he was employed (until December 30, 2023), and (iii) continued participation at his previously granted performance award levels based on the original terms in the Company’s 2023 short-term incentive plan, and the 2021-2023, 2022-2024 and 2023-2025 long-term incentive plans (to December 30, 2023), which provided for prorated vesting. His 4,102 restricted stock unit awards, 15,093 stock options, 2,899 performance stock units under the 2022-2024 long-term incentive plan and 5,355 performance stock units under the 2023-2025 long-term incentive plan that did not vest were forfeited. Valmont’s executive officers may receive severance payments upon a termination of employment under Valmont’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’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 2018 Stock Plan and 2022 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’s common stock or total voting power of Valmont’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’s assets occurs unless Valmont’s shareholders prior to the transaction own after the transaction 50% or more of the voting power of Valmont’s securities; and (iv) Valmont is liquidated or dissolved. Options provide for continued vesting pursuant to the option terms if the 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 2023, 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:

  71. Pay Ratio Information

    | | Unvested Options | Unvested Restricted Stock | | Avner M. Applbaum | $191,432 | $1,597,909 | | Aaron M. Schapper | $61,219 | $2,806,323 | | J. Timothy Donahue | $45,107 | $473,324 | | Diane M. Larkin | $24,630 | $241,916 | | Timothy P. Francis | $18,546 | $410,977 |

  72. Pay Ratio Information

    The unvested stock options for such individuals and the unvested restricted stock for such individuals are set forth in the Outstanding Equity Awards at Fiscal Year-End table. In addition, a pro rata portion (based on period of service and full period performance results) of the performance shares awarded under the long-term incentive plan may be earned in the event of death, disability, normal retirement, termination of employment without cause, or change-in-control. If such a change-in-control or retirement had occurred on the last day of fiscal 2023, 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:

  73. Pay Ratio Information

    | Avner M. Applbaum | $1,317,696 | | Aaron M. Schapper | $1,290,142 | | J. Timothy Donahue | $743,262 | | Diane M. Larkin | $647,056 | | Timothy P. Francis | $415,180 |

  74. Pay Ratio Information

    Shareholder Return Performance Graphs The graphs below compare the yearly change in the cumulative total shareholder return on the Company’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 30, 2023. 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.

  75. Pay Versus Performance

    Pay Versus Performance We are providing the following information about the relationship of the “compensation actually paid” to our chief executive officers (“CEOs”) and “average compensation actually paid” to our other named executive officers (“Non-CEO NEOs”), as calculated under the SEC pay versus performance proxy rule, for our fiscal years 2023, 2022, 2021 and 2020 and to certain financial performance measures. ■ Per SEC rules, the TSR data is presented on a four-year basis.

  76. Pay Versus Performance Table

    Pay Versus Performance Table

  77. Pay Versus Performance Table

    | | Avner M. Applbaum | | Stephen G. Kaniewski | | Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) | Average Compensation Actually Paid to Non-CEO NEOs ($)(3) | | | | | | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(1)(2) | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(1)(2) | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | | | | | | | Company TSR ($) | Peer Group Index TSR ($) (4) | Adjusted ROIC (%)(5) | | 2023 | 5,956,400 | 4,305,592 | 6,280,307 | (-5,362,357) | 2,572,221 | 1,409,666 | 161.88 | 159.52 | 14.0 | | 2022 | n/a | n/a | 8,674,260 | 21,710,433 | 2,258,298 | 4,865,986 | 227.19 | 116.64 | 13.3 | | 2021 | n/a | n/a | 7,337,975 | 16,362,423 | 1,944,076 | 3,485,985 | 166.76 | 133.14 | 11.7 | | 2020 | n/a | n/a | 6,432,086 | 9,973,234 | 1,634,815 | 2,003,714 | 116.22 | 116.87 | 8.7 |

  78. Pay Versus Performance Table

    (1) Compensation for CEOs reflects the amounts reported in the Summary Compensation Table (“SCT”) for Mr. Applbaum and Mr. Kaniewski for 2023 and for Mr. Kaniewski for 2022, 2021 and 2020. Mr. Francis was a Non-CEO NEO in 2023. Ms. Larkin and Messers. Schapper and Parnell were Non-CEO NEOs in 2023, 2022 and 2021. Ms. Larkin and Messers. Applbaum, Schapper, Laterreur, and Jaksich (who was the Company’s CFO until March 30, 2020) were Non-CEO NEOs in 2020. Average compensation for Non-CEO NEOs is based on the compensation of the NEOs for the relevant period. (2) The SCT Total amounts for CEOs for 2023 were adjusted as set forth below to compute the compensation actually paid. The FY 2023 deductions in value reflect the decreases in value of options and RSUs during the fiscal year. VMI’s stock price on the first day of fiscal 2023 was $330.30 and on the last day of fiscal 2023 (December 4 used for example) was $233.51.

  79. Pay Versus Performance Table

    | | Deduction of the Amounts of Equity Awards Reported in SCT for Fiscal Year | | Addition of Fair Value of Outstanding and Unvested Equity Awards Granted During the Fiscal Year as of the End of the Fiscal Year ($) | Change in Fair Value From Prior Fiscal Year of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of the End of the Fiscal Year ($) | Change in Fair Value as of the Vesting Date from the Prior Fiscal Year of Equity Awards Vesting in the Fiscal Year ($) | Fair Value of Equity Awards as of the Prior Fiscal Year of Awards that Failed Vesting Conditions in Fiscal Year ($) | | Fiscal Year | Stock Awards ($) | Options ($) | | | | | | 2023 (Applbaum) | (-2,555,897) | (-1,599,138) | 4,129,787 | (-581,354) | (-1,044,206) | 0 | | 2023 (Kaniewski) | (-2,671,481) | 0 | 731,374 | 0 | (-4,669,369)(a) | (-5,033,188)(b) |