Avner Applbaum
VALMONT INDUSTRIESAbout Avner Applbaum
Avner M. Applbaum, age 53, has served as Chief Executive Officer of Valmont Industries since July 2023 and as a director since July 2023; he previously served as Executive Vice President and Chief Financial Officer from March 2020 to July 2023. He is a Certified Public Accountant (inactive) with 17 years of operational and financial roles at publicly traded manufacturing companies . Under his leadership, Valmont delivered 2024 revenue of $4.075 billion, net earnings of $350.624 million, adjusted ROIC of 16.4%, and company TSR of 214.41 for 2024, with long-term incentives paying out at 200% of target on ROIC/OIG goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valmont Industries | Chief Executive Officer | Jul 2023–Present | Led focus on ROIC/OIG; pay vs performance shows strong TSR and profitability alignment |
| Valmont Industries | EVP & Chief Financial Officer | Mar 2020–Jul 2023 | Drove financial discipline; experience informs compensation metrics and capital efficiency focus |
| Publicly traded manufacturing companies | Operational and financial roles | 17 years | Deep manufacturing finance/operations experience underpinning execution |
External Roles
No external public-company directorships or committee roles are disclosed for Applbaum in the 2025 proxy; his biography emphasizes manufacturing and finance experience and CPA credential .
Fixed Compensation
| Year | Base Salary (Set for Year) ($) | Actual Salary Paid ($) | Target Annual Bonus (% of Salary) | Notes |
|---|---|---|---|---|
| 2024 | 1,106,000 | 1,016,000 | 110% | 2024 base set in Dec 2023; SCT reflects paid salary |
| 2023 | n/a | 776,905 | n/a | Promoted to CEO July 2023; SCT salary shown |
| 2022 | n/a | 643,000 | n/a | SCT salary shown |
Performance Compensation
2024 Short-Term Incentive design for corporate executives: 75% weight on corporate net earnings improvement and 25% weight on revenue growth, with 0–200% payout linearly between threshold and max .
| Metric | Weight | Threshold | Target | Stretch | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|---|
| Corporate Net Earnings (2024) ($mm) | 75% | 284 | 316 | 335 | 355 | 348.3 | 183.3% |
| Revenue (2024) ($mm) | 25% | 3,800 | 4,181 | 4,331 | 4,550 | 4,075 | 86.1% |
| Combined STI payout for corporate NEOs | — | — | — | — | — | — | 159.0% |
Applbaum’s 2024 STI payout: $1,776,984 .
Long-Term Incentive (LTIP) 2022–2024 cycle: metrics weighted 70% Adjusted ROIC and 30% OIG; payouts are 0–200% of target .
| LTIP Cycle | OIG Target | ROIC Target | OIG Actual | ROIC Actual | Payout |
|---|---|---|---|---|---|
| 2022–2024 | 5% | 11.5% | 18.10% | 14.56% | 200% |
Applbaum earned 4,652 shares from 2022–2024 LTIP PSUs paid in stock; stock price increased from $248.75 start to $306.54 at end of period, lifting value realized .
2024 Equity Awards (granted Dec 16, 2024): 11,964 options and 3,768 RSUs; options strike price $331.47; options/RSUs vest in equal installments over three years; options expire after 10 years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 33,689 shares |
| Ownership % of outstanding | 0.168% (33,689 / 20,070,905) |
| Options exercisable within 60 days | 19,051 |
| RSUs unvested at FY-end | 7,975 units; MV $2,444,656 at $306.54 |
| PSUs at target (unearned) | 9,529 units; MV $2,921,019 at $306.54 |
| 2024 grants | 11,964 options; 3,768 RSUs; strike $331.47; vest over 3 years |
| 2024 exercises/vesting | Options exercised: 0; RSUs vested: 2,635; value realized: $857,561 |
| Ownership guidelines | CEO must hold 6.0x base salary; retain 50% of net shares until met; hedging/pledging prohibited |
| Compliance with guidelines | All ongoing NEOs meet target at 3/3/2025 except new CFO; includes CEO |
Option grant/vesting cadence for Applbaum (selected):
- Options expiring 12/11/2033 vest 12/11/2024, 2025, 2026
- Options expiring 12/16/2034 vest 12/16/2025, 2026, 2027
- RSUs vest in three equal installments beginning first anniversary (e.g., 12/16/2025 for Dec 2024 grant) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None; executives do not have employment agreements |
| Severance plan | General plan: 16 weeks salary + 1 week per year of service; applies to executives |
| Change-in-control | Double-trigger: accelerated vesting upon involuntary termination following change-in-control for options/RSUs; PSUs pro-rated based on service/performance |
| CIC incremental value at FY-end (illustrative) | Unvested options $1,118,071; unvested RSUs $2,444,656; prorated PSUs $2,424,731 (if CIC or retirement at FY-end) |
| Clawbacks/recoupment | Executive clawback required under SEC/NYSE; broader recoupment policy for fraud-driven restatements |
| Hedging/pledging | Prohibited for directors and officers |
| Deferred compensation | 2024 executive contributions $166,356; registrant contribution $109,242; aggregate balance $908,700 |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since July 2023; term expires 2027 |
| Committee memberships | None listed for CEO; board committees are fully independent (Audit; Human Resources; Governance & Nominating) |
| Independence | CEO is not independent; nine of ten directors post-meeting are independent |
| Board leadership | Non-Executive Chair (Mogens C. Bay); Lead Independent Director (Catherine J. Paglia); executive sessions at every meeting |
| Attendance | Board met five times over eight days in 2024; all directors attended at least 75% of board and committee meetings; all attended 2024 annual meeting |
Dual-role implications: Applbaum serves as both CEO and director (inside director), but is not Chair; the presence of a Non-Executive Chair and Lead Independent Director mitigates concentration of power and supports independent oversight .
Compensation Program Design and Peer Benchmarking
| Element | Key Features |
|---|---|
| Pay mix | Base pay, annual incentives, and long-term incentives targeted at competitive median; majority of total opportunity is incentive-based |
| Short-term incentives | Corporate executives: 75% net earnings improvement, 25% revenue growth; caps at 200% of target |
| Long-term incentives | 3-year PSUs tied to Adjusted ROIC (70%) and OIG (30%); 0–200% of target; paid in stock |
| Equity awards | Annual options and RSUs, 50/50 value mix; options 10-year term; 3-year vesting for both |
| Peer group | 17 companies including Acuity Brands, Flowserve, Pentair, Xylem; revenues near $4.1B median |
| Say-on-pay | Passed with 95.5% approval in 2024; annual frequency supported by 97% in 2023 |
Performance Snapshot (Context)
| Metric | FY 2024 |
|---|---|
| Revenue ($mm) | 4,075 |
| Net Earnings (GAAP) ($mm) | 350.624 |
| Adjusted ROIC (%) | 16.4% |
| Company TSR ($ index value from $100) | 214.41 |
| CEO Pay Ratio | 145.9:1 (CEO SCT total $7,639,710; median employee $52,361) |
Related Policies and Risk Controls
- Stock ownership guidelines: CEO 6.0x salary; 50% net share retention until met; all ongoing NEOs meet guidelines as of 3/3/2025 (exception: new CFO) .
- No option repricing permitted under stock plans .
- Independent compensation consultant (FW Cook); no conflicts; committee retains sole authority .
- Compensation risk assessment: programs not reasonably likely to have a material adverse effect; thresholds and caps, multi-metric design, three-year horizons .
Investment Implications
- Pay-for-performance alignment appears strong: 2024 STI paid 159% of target on net earnings overachievement despite revenue below target; LTIP paid 200% on superior ROIC/OIG, supporting value creation focus and equity holder alignment .
- Equity ownership and vesting cadence: material unvested RSUs and PSUs plus December option/RSU grants with three-year vesting create ongoing retention hooks and potential periodic tax-related selling, though Applbaum did not exercise options in 2024 and RSU vesting was moderate .
- Governance mitigants to dual-role risk: CEO is not Chair; majority independent board, Lead Independent Director, and robust clawback/anti-hedging/pledging policies reduce governance red flags and improve oversight quality .
- Change-in-control economics are capped to plan-based equity acceleration with double-trigger provisions and general severance (no special golden parachutes), limiting shareholder-unfriendly payouts while still providing retention protection .
- Strong shareholder support for pay program (95.5% say-on-pay) and disciplined use of ROIC/OIG metrics suggest continued focus on capital efficiency and earnings growth, supportive of equity value if execution persists .